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Seamec Ltd.

Directors Report

NSE: SEAMECLTDEQ BSE: 526807ISIN: INE497B01018INDUSTRY: Shipping

BSE   Rs 896.55   Open: 870.50   Today's Range 857.80
915.70
 
NSE
Rs 897.80
+29.65 (+ 3.30 %)
+28.35 (+ 3.16 %) Prev Close: 868.20 52 Week Range 753.00
1664.00
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 2282.66 Cr. P/BV 2.37 Book Value (Rs.) 379.43
52 Week High/Low (Rs.) 1670/753 FV/ML 10/1 P/E(X) 25.47
Bookclosure 25/08/2023 EPS (Rs.) 35.25 Div Yield (%) 0.00
Year End :2025-03 

The Directors hereby present their Thirty-Eighth Annual Report on the performance of the Company together with the
Audited Financial Statements for the Financial Year ('FY') ended March 31, 2025.

i. financial results

standalone

consolidated

Particulars

Year ended

Year ended

Year ended

Year ended

March 31,

March 31,

March 31,

March 31,

2025

2024

2025

2024

Revenue from Operations

61,733

66,557

65,182

72,929

Other Income

4,223

4,116

3,043

2,885

Total Income

65,956

70,673

68,225

75,814

Total Expenditure

a. Employee Benefit Expenses

9,669

7,593

9,822

9,188

b. Operating Expenses

25,498

29,680

28,295

33,459

c. Other Expenditure

4,424

4,447

5,697

6,059

Earnings before Interest, Depreciation & Tax

26,365

28,952

24,411

27,107

Interest Expenses

1,356

1,135

1,549

1,625

Depreciation

11,574

10,582

13,062

13,479

Profit / (Loss) before Tax & exceptional items

13,435

17,235

9,800

12,003

Exceptional item (Income)

-

1,301

884

-

Profit /(Loss) before Taxation

13,435

18,536

10,684

12,003

Tax expense for the year

1,880

(123)

1,893

(61)

Profit /(Loss) after Taxation

11,555

18,659

8,791

12,065

Share of Non-controlling interest

-

-

(171)

95

Share of owner of the Company

-

-

8,962

11,970

Add: Balance brought forward from previous
year

63,723

47,025

67,773

55,407.48

Surplus available for appropriation

75,279

65,683.85

76,734

69,334

Transfer to Tonnage Tax Reserve

(1,300)

(1,700)

(1,300)

(1,700)

Dividend on equity shares

-

(254.25)

-

(254.25)

Other Comprehensive Income and Foreign
Currency Translation Reserve

8

(6)

684

393

Retained profit carried forward

73,987

63,723

76,118

67,773

2. state of company’s affairs

On a consolidated basis, revenue from operations for FY 2024-25 was ' 65,182 lakhs lower by 10.63% over the
corresponding previous year's revenue from operations of ' 72,929 lakhs. Total revenue was ' 68,225 lakhs in
comparison to corresponding previous year's total revenue of ' 75,814 lakhs. The profit after tax (PAT) for FY 2024-25
and FY 2023-24 was ' 8,791 lakhs and ' 12,065 lakhs respectively. The PAT for the year registered is lower by 27.14 %
in comparison to the corresponding previous year.

On a standalone basis, revenue from operations for FY 2024-25 was ' 61,733 lakhs, lower by 7.25% over
the corresponding previous year's revenue from operations of ' 66,557 lakhs. Total revenue was ' 65,956 lakhs
in comparison to the corresponding previous year's total revenue of ' 70,673 lakhs. The profit after tax (PAT) for
FY 2024-25 and FY 2023-24 was ' 11,555 lakhs and ' 18,659 lakhs respectively. The PAT for the year registered is lower

by 38% in comparison to the corresponding previous
year.

During the year under review, the Company have not
utilized tonnage tax reserves. The Company transferred
' 1,300 lakhs to tonnage tax reserve during the
current financial year 2024-25 while ' 1,700 lakhs was
transferred to tonnage tax reserve in the corresponding
previous year.

3. operations

The total fleet strength of the Company during the year
was 7 (seven), comprising of 5 (five) numbers of Multi
Support Vessels (MSVs), 1 (one) number of Barge and 1
(one) number of Offshore Support Vessel (OSV).

The total deployment days of the Company's vessels
during the year was 1 454 days against deployment
days of corresponding previous year of 1594 days. The
domestic deployment days was 1328 while overseas
deployment was for 126 days.

During the year under review, Company's MSV -
SEAMEC II and SEAMEC PALADIN were engaged with
ONGC on a long term contract, through HAL Offshore
Limited.

SEAMEC III, after completion of the contract alongwith
SEAMEC PRINCESS in PRP VII offshore contract with
LTHE, was engaged for a short job for 27 days for
working in Mumbai High for carrying out jobs relating to
underwater inspection of FPSO. Thereafter, the Vessel
was engaged with Asian Energy Services Limited for

working in East Coast of India, for carrying out jobs
relating to SAT Diving for installation of FPSO and field
startup.

SEAMEC GLORIOUS, the Company's Barge commenced
its second fair weather season 2024-25 in October 2024
for ONGC in Western Offshore.

During the year, SEAMEC SWORDFISH was in overseas
engagement commencing from end January 2024
with M/s Mermaid Subsea Services, Saudi Arabia
(Mermaid), for working in the Kingdom of Saudi Arabia.
She was withdrawn in June 2024 for undertaking
modification and thereafter, statutory dry docking,
which was completed in October 2024. Thereafter,
in December 2024, she was engaged with Mermaid
till end February 2025. The Company entered into a
Bimco Charter Party with M/s Safeen Al Behar Limited
Company, Saudi Arabia, for charter hire of the Vessel
for a firm period of 730 days, with option for extension.
The charter which was to begin in end March 2025, is
deferred and engagement commenced in end May
2025.

The OSV, SEAMEC DIAMOND is engaged with ONGC
on long term contract for 3 (three) years, through HAL
Offshore Limited.

As a corporate strategy, keeping all MSVs under
SEAMEC's fold, the Company is in the process of
acquiring Vessel SEAMEC ANANT from HAL Offshore
Limited and also, Vessel NPP NUSANTARA, nominated
by SEAMEC International FZE.

4. DIVIDEND

The Board of Directors, considering the Company's
future plans, decided to conserve the resources and
not recommend any dividend for the year under
review.

5. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations"), the
Board of Directors of the Company has adopted a
Dividend Distribution Policy ("Policy") which endeavors
for fairness, consistency and sustainability while
distributing profits to the shareholders. The Policy can
be accessed on the website of the Company at
https://seamec.in/upload/03-07-2022Dividend%20
Distribution%20Policv.pdf

6. transfer to general reserve

An amount of ' 1,300 lakhs has been transferred to
General Reserve during the year under review.

7. share capital

Your Company has only one class of Equity Shares
and it has neither issued shares with differential rights
as to dividend, voting or otherwise, nor issued shares
(including sweat equity shares) to the employees or
Directors of the Company, under any Scheme. No
disclosure is required under Section 67(3) (c) of the
Companies Act, 2013 ("the Act") in respect of voting

rights not exercised directly by the employees or
Key Managerial Personnel of the Company as the
provisions of the Section are not applicable.

During the year under review, there was no change in
the Company's Issued, Subscribed and Paid-up Equity
Share Capital which consists of 2,54,25,000 Equity
Shares of ' 10 each aggregating to ' 25,42,50,000 as
on March 31, 2025.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2025, the Company has 6 (six) Directors
with optimum combination of Executive and Non¬
Executive Directors, including 1 (one) Woman Director.

During the year, Mr. Deepak Shetty (DIN: 07089315)
ceased to be a Director of the Company with effect
from the close of business hours of May 14, 2024,
upon completion of his first term as an Independent
Director.

Mr. Raghav Chandra, IAS (Retd.) (DIN: 00057760) was
appointed as an Independent Director for a period of
five consecutive years from May 15, 2024 to May 14,
2029. His appointment was confirmed in the Annual
General Meeting of the Company held on August 8,
2024.

Mr. Surinder Singh Kohli (DIN: 00169907) completed
his second term of five consecutive years as
an Independent Director of the Company and
accordingly, ceased to be a Director of the Company
with effect from August 10, 2024.

Dr. Amarjit Chopra (DIN: 00043355) was appointed
as an Independent Director for a period of five
consecutive years from August 8, 2024 to August 7,
2029. His appointment was approved by the Members
through Postal Ballot on October 22, 2024.

Mr. Subrat Das (DIN: 07105815) ceased to be a
Director of the Company with effect from February 11,
2025, on account of withdrawal of nomination by HAL
Offshore Limited, the parent company.

HAL Offshore Limited nominated the appointment of
Mr. Rajeev Goel (DIN: 02312655) as a Non-Executive
Director of the Company with effect from February
11, 2025. The appointment of Mr. Rajeev Goel was
approved by the Members by way of Postal Ballot on
March 18, 2025.

The Board places on record its deep appreciation for
the valuable contribution and guidance rendered by
Messers Deepak Shetty, Surinder Singh Kohli and Subrat
Das, during their tenure as Directors of the Company.

In accordance with the provisions of Section 152 of the
Act and the Articles of Association of the Company,
Mr. Naveen Mohta (DIN: 07027180), retires by rotation
at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment.

independent Directors

In terms of Section 149 of the Act, Mrs. Ruby
Srivastava, Mr. Raghav Chandra, IAS (Retd.) and
Dr. Amarjit Chopra are the Independent Directors of the
Company. The Company has received declarations
from all the Independent Directors confirming that
they meet the criteria of independence as prescribed
under Section 1 49(6) of the Act and Regulation
16(1)(b) of the SEBI LODR Regulations and are
independent of the management. In terms of
Regulation 25(8) of the SEBI LODR Regulations, they
have confirmed that they are not aware of any
circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgement and without any external
influence. The Board of Directors of the Company has
taken on record the declaration and confirmation
submitted by the Independent Directors. Independent
Directors are not liable to retire by rotation in terms of
Section 149(13) of the Act.

The Board is of the opinion that the Independent
Directors of the Company possess requisite
qualifications, experience and expertise in the
fields of banking, finance, treasury operations, risk
management, legal, information technology, strategy,
governance, human resources, safety, sustainability,
etc. and that they hold highest standards of integrity.

The Independent Directors of the Company have
confirmed that they have enrolled themselves in
the Independent Directors' Databank maintained
with the Indian Institute of Corporate Affairs ('IICA') in
terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of Directors)
Rules, 2014. Mrs. Ruby Srivastava and Mr. Raghav
Chandra, IAS (Retd.) have confirmed that they have
successfully completed the online proficiency self¬
assessment test conducted by IICA whereas Dr. Amarjit
Chopra has confirmed that he is exempted from the
requirement to undertake the said online proficiency
self-assessment test conducted by IICA.

Details of Familiarization Programme for the
Independent Directors are provided separately in the
Corporate Governance Report which forms a part of
this Integrated Annual Report.

Mr. Rakesh Ayri was appointed as the Chief Executive
Officer of the Company with effect from May 28,
2024.

The Key Managerial Personnel of the Company
include Mr. Rakesh Ayri - Chief Executive Officer,
Mr. S.N. Mohanty - President, Corporate Affairs,
Legal and Company Secretary and Mr. Vinay Kumar
Agarwal - Chief Financial Officer.

9. disclosures related to board meetings and
committees of the board

Board Meetings

During the year under review, 4 (four) Board Meetings
were held, details of which are provided in the
Corporate Governance Report.

Composition of Audit Committee

As on March 31,2025, the Audit Committee comprised
of 4 (four) Members out of which 3 (three) are
Independent Directors and 1 (one) is a Non-Executive
Director. During the year under review, 5 (five) Audit
Committee meetings were held, details of which are
provided in the Corporate Governance Report. During
the year under review, there were no instances when
the recommendations of the Audit Committee were
not accepted by the Board.

Corporate Social Responsibility Committee (CSR)

The CSR Committee comprised of 5 (five) Members out
of which 3 (three) are Independent Directors. During
the year under review, 2 (two) meetings of the CSR
Committee were held, details of which are provided
in the Corporate Governance Report. The CSR Policy
is available on the website of the Company at
https://

seamec.in/upload/03-07-2022CSR%20Policv.pdf
During the year under review, there were no instances
when the recommendations of the CSR Committee
were not accepted by the Board.

The brief outline of the CSR policy of the Company
and the initiatives undertaken by the Company on CSR
activities during the year are set out in
Annexure I of
this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

io. risk management

The Board of Directors of the Company have formed a
Risk Management Committee to frame, implement and
monitor the risk management plan for the Company.

The Committee is responsible for monitoring and
reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. The
major risks identified by the businesses, functions,
Internal Auditors and Statutory Auditors are
systematically addressed through mitigating actions
on a continuing basis. The composition, development
and implementation of risk management policy has
been covered in the Corporate Governance Report
and Management Discussion and Analysis,
respectively, which forms part of this report.

h. nomination and remuneration policy

The Company has formulated the Nomination and
Remuneration Policy in accordance with the provisions
of the Act and the SEBI LODR Regulations. The said
policy acts as a guideline for determining,
inter-alia,
qualifications, positive attributes and independence
of a director, matters relating to the remuneration,
appointment, removal and evaluation of performance
of the Directors, Key Managerial Personnel, Senior
Management and other employees.

The aforesaid policy is available on the
Company's website at
https://seamec.in/upload/10-
1 1-2022Nomination%20and%20Remuneration%20

Policy%20-%20Amended.pdf
and an abstract is also
enclosed to this Report as
Annexure II.

12. performance evaluation

The Board evaluated the effectiveness of its functioning,
that of the Committees and of individual directors for
FY 2024-25 pursuant to the provisions of the Act and
Regulation 17(10) of the SEBI LODR Regulations. The
evaluation was carried out based on the guidance
note on Board Evaluation issued by the Securities and
Exchange Board of India.

With a view to maintain high level of confidentiality
and ease of doing evaluation, the exercise was
carried out through a structured questionnaire. Each
Board member filled up the evaluation template on
the functioning and overall level of engagement
of the Board and its Committees, on parameters
such as composition, execution of specific duties,
quality, quantity and timeliness of flow of information,
deliberations at the meeting, independence of
judgement, decision-making, management actions
etc. The evaluation templates were structured
considering the amendments made under the SEBI
LODR Regulations. The Directors were also asked to
provide their valuable feedback and suggestions on
the overall functioning of the Board and its committees
and the areas of improvement.

The Independent Directors also conducted a separate
meeting on January 18, 2025 and March 28, 2025,
without the participation of any other Director or Key
Managerial Personnel, wherein the performance of
the Non-Independent Directors, the Board as a whole
and the Chairman of the Company was evaluated.
The Independent Directors were satisfied with the
overall functioning of the Board, its various committees
and with the performance of other Non-Executive and
Executive Directors.

On the whole, the Board expressed its satisfaction with
the evaluation process, which reflects highest degree
of engagement of the Board and its Committees with
the Management.

13. statutory auditors

At the 35th Annual General Meeting held on August
10, 2022, Members approved the re-appointment
of M/s. T R Chadha & Co LLP Chartered Accountants
(ICAI Registration No. 006711N/N500028) as Statutory
Auditors of the Company to hold office for a period of
five years from the conclusion of that Annual General
Meeting till the conclusion of the 40th Annual General
Meeting to be held in the year 2027.

The Standalone and Consolidated Statutory Auditors'
Report for the financial year ended March 31, 2025
does not contain any qualification, adverse remark or
reservation and therefore, do not call for any further
explanation or comments from the Board under
Section 134(3) of the Act.

There were no instances of fraud reported by the
Statutory Auditors during FY 2024-25 in terms of Section
134 of the Act read with the Companies (Audit and
Auditors) Rules, 2014.

14. secretarial auditors

In terms of the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 read with the amendments to Regulation
24A of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board
of Directors of the Company has appointed
M/s. Satyajit Mishra & Co. Company Secretaries in
Practice (FCS No. 5759, CP No. 4997) as the Secretarial
Auditors of the Company for a period of 5 (five)
consecutive years commencing from the financial
year 2025-26 up to the conclusion of financial
year 2029-30. The proposal for the appointment of
M/s Satyajit Mishra & Co., Company Secretaries in
Practice is being placed for approval of the Members
of the Company at the ensuing Annual General
Meeting.

M/s Satyajit Mishra & Co., Company Secretaries in
Practice is a Peer Reviewed Practice Unit and meets
the eligibility criteria mentioned under Regulation 24A
of the SEBI LODR Regulations.

The report of the Secretarial Auditor is attached as
Annexure Ill to this Report in Form MR-3.

The Secretarial Auditors' Report does not contain any
qualification, except as mentioned in the Report.

The Company has complied with the Secretarial
Standards issued by the Institute of Company Secretaries
of India on Board Meetings and Annual General Meetings
as notified under Section 118 of the Act.

15. maintainence of cost records

The Company is not required to maintain cost
records pursuant to Section 148 of the Act read with
Companies (Cost Records and Audit) Rules, 2014.

16. particulars of loan, guarantee and
investments

Details of loans, guarantees given and investments
under the provisions of Section 1 86 of the Act read
with the Companies (Meetings of Board and its Powers)
Rules, 2014, as on March 31, 2025, are set out in
Note 9, 17 and 55 to the Standalone Financial
Statements of the Company.

17. significant and material orders passed
by the regulators or courts or tribunals
impacting the going concern status and
company’s operations in future

There were no significant or material orders passed by
any Regulatory Authority, Court or Tribunal which shall

impact the going concern status and Company's
operations in future during the financial year.

18. related party transactions

All related party transactions that were entered into
during the financial year were in the ordinary course
of business and on an arm's length basis. The related
party transactions entered are in accordance with
Section 1 88 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014 and
SEBI LODR Regulations.

All material related party transactions follow the
process of regulatory compliances including the
requisite shareholders' approval, wherever required.

The Related Party Transactions are placed before
the Audit Committee for prior approval, as may be
required under applicable laws and regulations.
Only those members of the Audit Committee who
were Independent Directors approved the same. A
statement of all Related Party Transactions is placed
before the Audit Committee for its review on a
quarterly basis, specifying the nature and value of
the transactions. The Internal Auditors and Statutory
Auditors of the Company also confirm compliance
of Related Party Transactions at quarterly Audit
Committee meeting(s) of the Company.

The Company has adopted a policy on materiality
of Related Party Transactions. The policy as approved
by the Audit Committee and the Board of Directors
is uploaded on the website of the Company at
https://seamec.in/upload/20-02-2023Policv%20
on%20related%20partv%20transactions.pdf

The disclosures on Related Party Transactions pursuant
to Regulation 34(3) of SEBI LODR Regulations read with
Schedule V thereto are set out in Annexure A of the
Standalone and Consolidated Financial Statements of
the Company.

The Form AOC-2 envisages disclosure of material
contracts or arrangements or transactions at arm's
length basis. The details of the material related party
transactions, on-going and entered during FY 2025, as
per the Policy on dealing with related parties adopted
by the Company and regulatory requirements are
disclosed in
Annexure IV to this Report.

19. report on corporate governance,
management discussion and analysis and
business responsibility and sustainability
report

A separate report on Corporate Governance
is provided together with the Certificate from

the Practicing Company Secretary confirming
compliance of conditions of Corporate Governance
as stipulated under the Listing Regulations. Pursuant to
the provisions of Regulation 34 read with Schedule V
of the SEBI LODR Regulations, Management Discussion
and Analysis Report, forms part of this Report. The
Business Responsibility and Sustainability Report,
describing the initiatives taken by the Company from
environmental, social and governance perspective,
is uploaded on the website of the Company and
can be accessed at
https://seamec.in/upload/16-
07-2025Business%20Responsibilitv%20and%20

Sustainabilitv%20Report%20FY%202024-2025.pdf
.

20. subsidiary companies

The Company has 8 (eight) subsidiaries, including step
down subsidiaries. There are no associates or joint
venture companies within the meaning of Section 2(6)
of the Act. There has been no material change in the
nature of the business of the subsidiaries.

SEAMEC INTERNATIONAL FZE is the Wholly Owned
Subsidiary (WOS), established in Dubai Airport Freezone
(DAFZA). The primary focus of this WOS is to engage in
bulk carrier operations. During the year, out of the two
bulk carriers, one bulk carrier was sold. The market of
bulk carrier was in the downward trajectory during the
year. The WOS is exploring strategic planning to take
the Company forward.

The WOS had entered into a Memorandum of
Agreement with M/s PT Nusa Permasa Permai,
Indonesia for purchase of Vessel "NPP NUSANTARA". The
WOS has nominated the Company to be the Buying
Entity to purchase the said Vessel. The process for
acquisition of the Vessel by the Company is underway.

Seamec International FZE has set up a joint venture
company by name of "SEAMATE SHIPPING FZC" in
Ajman Freezone, U.A.E with Arete Shipping DMCC in
the ratio of 60:40.

On April 16, 2025, Seamec International FZE has
entered into a joint venture with Arete Shipping DMCC,
and has incorporated a company by name of "SEARETE
INDIA IFSC PRIVATE LIMITED" in GIFT City, Gujarat, India,
in the ratio of 50:50. The principal activities of the Joint
Venture Company includes undertaking ship owning
and leasing activities by way of bareboat charter hire
to customers incorporated in GIFT City.

The Company has incorporated a subsidiary by name
"Seamec Nirman Infra Limited" in joint venture with
NayaVridhi Infra LLP in the ratio of 65:35 to undertake
tunnel project in Vapi, Gujarat. The Company has

withdrawn from the project. The outstanding dues
have been settled with L&T and agreement to this
respect was executed on May 5, 2025. The Company
has suffered a loss to the tune of ' 636.55 Lakhs.

The Company has another wholly owned subsidiary by
name of M/s Aarey Organic Industries Private Limited
(AOIPL), based in Navi Mumbai, India.

The Company has incorporated another wholly owned
subsidiary in the United Kingdom by name "Seamec
UK Investments Limited" ("SEAMEC UK"), which has
incorporated 2 (two) wholly owned subsidiaries by
name of "Fountain House 74 Limited" and "Fountain
House 84 Limited" (Step-down subsidiaries). The Step
Down Subsidiaries have incorporated another wholly
owned subsidiary by the name of "Fountain House
Combined Limited".

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing the salient features of financial
statements of the Company's subsidiaries as on March
31,2025, in Form No. AOC-1 is attached as
Annexure V
to this Report.

Further, pursuant to the provisions of Section 136 of
the Act, the financial statements of the Company,
consolidated financial statements along with
relevant documents and separate audited financial
statements in respect of relevant subsidiaries as on
March 31, 2025, are available on the Company's
website at
www.seamec.in.

21. internal financial controls related to the
financial statements

The Company had adequate Internal Financial
Controls (IFC) which is commensurate to the size and
business of the Company and is designed to provide
reliable financial information. It provides reasonable
assurance with respect to preparation of financial
statements in compliance with the Acts, Rules and
Regulations as applicable including Indian Accounting
Standards and also reliability of financial reporting. The
controls also provide assurance that the expenditures
are made in accordance with the authority given to
the management of the Company duly approved by
the Directors of the Company.

These controls are reviewed by the management and
key areas are subject to various statutory, internal and
operational audits based on periodic risk assessment.
The findings of the audits are discussed with the
management and key findings are presented before
the Audit Committee and Board of Directors for review
of actionable items. The review of the IFC,
inter-alia,
consists of the three components of internal controls,

viz. Entity level controls, Key financial reporting controls
and Internal controls in operational areas.

In addition, the Internal Auditor monitors and evaluates
the efficiency and adequacy of the internal control
system in the Company, its compliance with operating
systems, accounting and procurement procedures
and respective policies. Periodical control report on
the same is presented and discussed with the Audit
Committee.

Conscious efforts are in place on a continuous basis
to ensure that all the assets are safeguarded and
protected against loss from unauthorized use and
disposal and that all transactions are authorized,
recorded and financial statements show a true and
fair picture of the state of affairs of the Company.
Compliance is in place as regards to applicable
statutory and regulatory requirements.

The internal control systems of the Company are
monitored and evaluated by Internal and Statutory
Auditors and reviewed by the Management. Internal
Auditors of the Company independently reports key
findings on the internal control systems to the Audit
Committee.

22. MARITIME LABOUR CONVENTION (MLC) 2006

Maritime Labour Convention (MLC) 2006 adopted
by International Labour Organization, establishing
minimum requirements for almost all aspects of
working and living conditions on board ships has come
into force from August 20, 2013. The Government of
India had ratified and adopted provisions of MLC on
October 18, 2015.

Your Company has implemented the requirement as
per MLC 2006 and has received certification from the
flag administration for its vessels.

23. VIGIL MECHANISM

Pursuant to the provisions of the Act and SEBI LODR
Regulations, the Company has in place a Whistle
Blower Policy to encourage all employees or any
other person dealing with the Company to disclose
any wrong doing that may adversely impact the
Company, the Company's customers, shareholders,
employees, investors or the public at large. This policy
inter-alia, also sets forth (i) procedures for reporting
questionable auditing accounting, internal control
and unjust enrichment matters (ii) reporting instances
of leak or suspected leak of Unpublished Price
Sensitive Information and (iii) an investigative process

of reported acts of wrongdoing and retaliation from
employees on a confidential and anonymous basis.

The Company is committed to adhere to the
highest standards of ethical, moral and legal
conduct of business operations. The Vigil Mechanism
Policy is placed on the Company's website at
https://seamec.in/upload/30-05-20242.%20Vigil%20
Mechanism%20%20Whistle%20Blower%20Policv.pdf

During the year under review, no complaint has been
lodged by any employee of the Company or reported
to Chairman of Audit Committee pursuant to Vigil
Mechanism and Whistle Blower Policy of the Company.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT

of women at workplace (prevention,

PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place a Prevention of Sexual
Harassment Policy in line with requirements of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee has been set up
to redress complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary and trainee) are covered under this policy.

During FY 2024-25, no case of sexual harassment has
been reported.

25. PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as required,
inter-alia, under Section 1 34 of the Act
read with the Companies (Accounts) Rules, 201 4 is
given in
Annexure VI forming part of this Report.

26. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 ('Rules') are enclosed as
Annexure VII forming
part of this Report.

The statement containing particulars of employees as
required under Section 197(12) of the Act read with
Rule 5(2) and 5(3) of the Rules forms part of this Report.
Further, the Report and the Accounts are being sent
to the Members excluding the aforesaid statement. In
terms of Section 1 36 of the Act, the said statement
will be open for inspection upon request by the

Members. Any Member interested in obtaining such
particulars may write to the Company Secretary at
contact@seamec.in.

27. directors’ responsibility statement

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability,
confirm that:

a. in the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures;

b. they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state of
affairs of the Company at the end of the financial
year and of the profit of the Company for that
period;

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d. they have prepared the annual accounts on a
going concern basis;

e. they have laid down internal financial controls to
be followed by the Company and such internal
financial controls are adequate and operating
effectively;

f. they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Based on the framework of internal financial controls
and compliance systems established and maintained
by the Company, the work performed by the internal,
statutory and secretarial auditors and external
consultants, including the audit of internal financial
controls over financial reporting by the statutory
auditors and the reviews performed by management
and the relevant board committees, including the
Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate
and effective during FY 2024-25.

28. material changes between the end of the
financial year and the date of this report

The material changes, in the interim period, have been
disclosed in this Report under respective sections.

29. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return as on March 31, 2025, is
available on the Company's website at
www.seamec.in.

30. deposits from public

The Company has not accepted any deposits from
public and as such, no amount on account of principal
or interest on deposits from public was outstanding as
on the date of the balance sheet.

31. human resources

Your Company continues to be assured by
competence and commitment of the people.

The working climate of your Company continues
to remain harmonious with focus on improving
Productivity, Quality and Safety. Health and Safety of
the employees and its associates we work with remains
as our paramount importance. Your Company
ensures that operations are carried out as per the
safety guidelines and procedures in place which are
regularly updated. The Company has 77 employees
as on March 31, 2025.

Efforts are continuously made to strengthen
organizational culture in order to attract and retain the
best talent in the industry. The Board appreciates the
commitment and support of the employees and look
forward to their continued support.

32. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions for the same during the year under
review:

i. the details of application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along
with their status as on March 31, 2025.

ii. the details of difference between the amount
of the valuation done at the time of one-time
settlement and the valuation done while taking
loan from the Banks or Financial Institutions along
with the reasons thereof.

iii. No disclosure is required under Section 62(1)(b)
of the Act in respect of Employee Stock Option
Scheme as the provisions of the said section read
with Rules made thereunder are not applicable.

iv. No disclosure is required under Section 67(3)(c)
of the Act in respect of voting rights not exercised

directly by the employees of the Company as the
provisions of the said section are not applicable.

33. GREEN INITIATIVE

The Ministry of Corporate Affairs ('MCA') has taken
a Green Initiative in Corporate Governance by
permitting electronic mode for service of documents
to Members after considering relevant provisions of
the Information Technology Act, 2000 and Act and
Rules made thereunder.

Pursuant to provisions of the Act, service of documents
to Members can be made by electronic mode
on the email address provided for the purpose of
communication. If a Member has not registered an
email address, other permitted modes of service
would continue to be applicable.

Your Company sincerely appreciates members who
have contributed towards furtherance of Green
Initiative. We further appeal to other Members to
contribute towards furtherance of Green Initiative by
opting for electronic communication.

Members who have not provided their email
address will continue to receive communications,

dissemination, notice(s), documents etc. via permitted
mode of service of documents. Further, the Members
who request for physical copies will be provided the
same.

34. ACKNOWLDEGEMENT

Your Directors place on record their gratitude to the
Government of India and Company's Bankers for the
assistance, co-operation and encouragement they
extended to the Company. Your Directors also wish to
place on record their sincere thanks and appreciation
for the continuing support and unstinting efforts
of investors, vendors, dealers, business associates
and employees in ensuring an excellent all around
operational performance.

On behalf of the Board of Directors
Sanjeev Agrawal

Place: Mumbai Chairman

Date: May 27, 2025 (DIN: 00282059)

 
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Registered Office : 402, Nirmal Towers, Dwarakapuri Colony, Punjagutta, Hyderabad - 500082.
SEBI Registration No's: NSE / BSE / MCX : INZ000166638. Depository Participant: IN- DP-224-2016.
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