SEAMEC Ltd

Dear Members,

The Directors hereby present their Thirty-seventh Annual Report on the performance of the Company together with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2024.

1. FINANCIAL RESULTS

(Rs In lakhs)

2. STATE OF COMPANY'S AFFAIRS

On a consolidated basis, revenue from operations for FY 2023-24 was Rs 72,929 lakhs, higher by 66.79% over the corresponding previous year's revenue from operations of Rs 43,724 lakhs. Total revenue was Rs 75,814 lakhs in comparison to corresponding previous year's total revenue of Rs 45,722 lakhs. The profit after tax (PAT) for FY 2023-24 and FY 2022-23 was Rs 12,065 lakhs and Rs 3,356 lakhs respectively. The growth in PAT for the year registered an increase of 259% in comparison to the corresponding previous year.

On a standalone basis, revenue from operations for FY 2023-24 was Rs 66,557 lakhs, higher by 66.80% over the corresponding previous year's revenue from operations of Rs 39,902 lakhs. Total revenue was Rs 70,673 lakhs in comparison to the corresponding previous year's total revenue of Rs 41,449 lakhs. The profit after tax (PAT) for FY 2023- 24 and FY 2022-23 was Rs 18,659 lakhs and Rs 4,128 lakhs respectively. The growth in PAT for the year registered an increase of 352% in comparison to the corresponding previous year.

During the year under review, the Company utilized Rs 1,360 lakhs of tonnage tax reserves for acquisition of new Vessel SEAMEC DIAMOND. The Company transferred Rs 1,700 lakhs to tonnage tax reserve during the current financial year 2023-24 while Rs 1,700 lakhs was transferred to tonnage tax reserve in the corresponding previous year.

During the year there is an income from exceptional item of Rs 1,301 lakhs pertaining to sale of vessel SEAMEC GALLANT.

3. OPERATIONS

The total fleet strength of the Company during the year was 8 (eight), comprising of 5 (five) numbers of Multi Support Vessels (MSVs), 1 (one) number of Barge, 1 (one) number of Bulk Carrier and 1 (one) number of Offshore Support Vessel (OSV). The Bulk Carrier was transferred to the Company's wholly owned subsidiary, SEAMEC International FZE, Dubai, in early April 2023 and OSV was acquired in January 2024.

The total deployment days of the Company's vessels during the year was 1594 days against deployment days of corresponding previous year of 1291 days. The domestic deployment days was 1 243 while overseas deployment was for 351 days.

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

SEAMEC III, after completion of ONGC long term contract, completed statutory dry docking and then was engaged along with SEAMEC PRINCESS in PRP VII offshore contract with LTHE.

SEAMEC GLORIOUS, the Company's Barge, after meeting the compliances under administrative guidelines, secured contract for two seasons with ONGC. The first season (2023-24) commenced from October 2023. Before commencement of the second season, she will go for dry docking.

SEAMEC SWORDFISH continued working with M/s James Fisher till end of fourth quarter of December 2023. Thereafter, she was engaged with M/s Zamil Offshore Services Company (Saudi Arabia) for 90 days with option for extension, for which she had undergone some preparatory work. The charter commenced again in January 2024.

New acquisition of OSV - SEAMEC DIAMOND was completed on January 2, 2024. She is undergoing modifications, after which she will be deployed with ONGC on long term contract for 3 (three) years through HAL Offshore Limited.

4. DIVIDEND

On August 10, 2023, the Board of Directors declared an interim dividend at the rate of 10%, i.e. Rs 1 per equity share of Rs 10 each, which was paid on September 1, 2023 to those Members whose names appeared in the Register of Members of the Company as on the cut- off date of August 25, 2023. The total interim dividend declared and paid to the Members aggregated to Rs 2.54 crores, subject to deduction of tax deducted at source (TDS).

The Board of Directors recommend confirmation of the interim dividend as final dividend on the equity shares for the financial year ended March 31, 2024.

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%20Distribution%20Policy.pdf

6. TRANSFER TO GENERAL RESERVE

Consequent to utilization of tonnage tax reserve of Rs 1,360 lakhs as per the provisions of tonnage tax scheme, an amount of Rs 1,360 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, 201 3 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 Rs 10 each aggregating to Rs 25,42,50,000 as on March 31, 2024.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2024, the Company has 6 (six) Directors with optimum combination of Executive and Non- Executive Directors, including 1 (one) Woman Director.

During the year, Dr. Sangeeta Pandit (DIN: 06748608) resigned as Non-Executive and Independent Woman Director of the Company with effect from April 3, 2023. The Board places on record its deep appreciation for the valuable contribution and guidance rendered by Dr. Sangeeta Pandit, during her tenure as Independent Director of the Company.

Mrs. Ruby Srivastava (DIN: 07789281) was appointed as an Independent Director for a period of five consecutive years from May 24, 2023. Her appointment was confirmed in the Annual General Meeting of the Company held on August 10, 2023.

Mr. Deepak Shetty, Independent Director (DIN: 07089315) ceased to be a Director with effect from May 14, 2024 upon completion of his first term as Independent Director. The Board places on record its deep appreciation for the valuable contribution and guidance provided by Mr. Deepak Shetty, during his tenure as Independent Director of the Company.

In compliance with the SEBI LODR Regulations and Companies Act, 2013 ("the Act"), Mr. Raghav Chandra, IAS (Retd.) (DIN: 00057760) was appointed as an Additional Director to hold office as Independent Director of the Company for a period of five consecutive years from May 15, 2024 to May 14, 2029.

The appointment of Mr. Raghav Chandra, IAS (Retd.) (DIN: 00057760) is being placed before the shareholders for approval and confirmation at the ensuing Annual General Meeting of the Company.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Sanjeev Agrawal (DIN: 00282059), 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, Mr. Surinder Singh Kohli, Mr. Raghav Chandra, IAS (Retd.) and Mrs. Ruby Srivastava 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 149(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 1 50 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Mr. Raghav Chandra, IAS (Retd.) and Mrs. Ruby Srivastava have confirmed that they have successfully completed the online proficiency self-assessment test conducted by IICA whereas Mr. Surinder Singh Kohli 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.

During the year under review, there is no change in the key managerial personnel of the Company.

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

Board Meetings

During the year under review, 7 (seven) Board Meetings were held, details of which are provided in the Corporate Governance Report.

Composition of Audit Committee

As on March 31,2024, 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, 7 (seven) 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 3 (three) Members out of which 2 (two) are Independent Directors. During the year under review, 1 (one) resolution was passed by circulation and 3 (three) 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%20Policy.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.

10. 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.

11. 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/10-11- 2022Nomination%20and%20Remuneration%20 Policv%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 2023-24 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 December 19, 2023, 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. They also appreciated the exemplary leadership of Chairman of the Board in upholding and following the highest values and standards of corporate governance.

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 35^th 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/9500028) 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 40^th Annual General Meeting to be held in the year 2027.

The Standalone and Consolidated Statutory Auditors' Report for the financial year ended March 31, 2024 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 2023-24 in terms of Section 1 34 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, the Board of Directors of the Company has appointed M/s. Satyajit Mishra & Co, Company Secretary in Practice (FCS No. 5759, C P No. 4997) as the Secretarial Auditors for conducting Secretarial Audit of the Company for the financial year ended March 31,2024. The report of the Secretarial Auditor is attached as Annexure III to this Report in Form MR-3.

The Secretarial Auditors' Report does not contain any qualification.

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, 2024, 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 the business and on an arm's length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI LODR Regulations. At the earlier Annual General Meeting held on August 10, 2023, shareholders' approval was sought and obtained for entering into contracts with HAL Offshore Limited, the holding company, for charter hire of the Company's vessels, provision of diving and related services connected with the charter, for an amount not exceeding USD 30 million per year, upto the Annual General Meeting of the Company to be held in the year 2030.

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 https:// seamec.in/upload/20-02-2023Policy%20on%20 related%20party%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 2024, 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/investors.aspx.

20. SUBSIDIARY COMPANIES

The Company has 5 (five) 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) of your Company. As per SEBI LODR Regulations, WOS also qualifies as material subsidiary of the Company. On April 18, 2023, WOS acquired bulk carrier Vessel "SEAMEC GALLANT" from the parent Company. On April 6, 2024, bulk carrier Vessel "SEAMEC NIDHI" was sold to M/s Joyo Shipping Co. Ltd., Marshall Island. Accordingly, as on the date of this report, the WOS owns 1 (one) bulk carrier -SEAMEC GALLANT, which is deployed on charter.

The WOS has entered into a Memorandum of Agreement with M/s PT Nusa Permasa Permai, Indonesia for purchase of Vessel "NPP Nusantara". The transaction is expected to be completed by end 2025.

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.

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. The subsidiary's maiden project on sub-contract basis for construction of NATM tunnel at Vapi, Gujarat is ongoing.

On May 2, 2023, the Company acquired 1 00% shareholding of M/s Aarey Organic Industries Private Limited (AOIPL), making AOIPL a wholly owned subsidiary of the Company.

The Company has incorporated another wholly owned subsidiary in the United Kingdom by name "SEAMEC UK Investments Limited" ("SEAMEC UK"), which has incorporated 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, 2024, 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, 2024, 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 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 of 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 wrong doing and retaliation from employees, inter alia, 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/10-1 1-2022Vigil%20Mechanism%20%20 Whistle%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 an Anti-Sexual Harassment Policy in line with requirements, inter alia, 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 2023-24, 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 134 of the Act read with the Companies (Accounts) Rules, 2014 is given in the 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 136 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 2023-24.

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 31,2024 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 68 employees as on March 31,2024.

Efforts are continuously made to strengthen organizational culture in order to attract and retain 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 31,2024.

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 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.