Seamec : Demerger

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SEAMEC/NSF/SM0/2903/2022 March 29, 2022

National Stock Exchange of India Limited Exchange Plaza

Plot No. Cfl, G Block, Bandra-Kurla Complex, Bandra (East)

Mumbai - 400 051

Trading Symbol: "SEAMECLTD"

Sub: Outcome of the Board Meeting held on Monday, March 28, 2022 - Scheme of arrangement for de-merger of Marine, EPC and other ancillary business of HAL Offshore Limited into Seamec Limited

Dear Sir/ Madam,

In continuation to our letter bearing reference no. SEAMEC/NSE/RES/SM0/1503/2022 dated March 15, 2022, we wish to inform that on the recommendation of the Audit Committee and Independent Directors, the Board of Directors in its meeting held on March 28, 2022 has considered and approved, the draft scheme of arrangement for de-merger of Marine, EPC and other ancillary business of HAL Offshore Limited (HAL) into Seamec Limited.

Pursuant to regulatory requirements, the proposed scheme of arrangement is subject to approval of the Stock Exchanges, Securities and Exchange Board of India (SEBI), Shareholders and Creditors of the Company and National Company Law Tribunal.

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular CIR/CFD/CMD/4/2015 dated September 9, 2015, we furnish the following details:

1.

Name of the entity(ies)formingpart of thedemerger, details in brief such as, size, turnover etc.;

Demerged Company - HAL Offshore Limited (unlisted) Resulting Company - Seamec Limited (listed on BSE Limited and National Stock Exchange of India Limited) ,Seamec Limited is subsidiary of HAL Offshore Limited. The brief financials of the companies involved in the scheme of arrangement as on December 31, 2021 is as under: (Rs. In Mn.)ParticularsHAL (Standalone)Seamec (Stand al one)Paid-up Capital 148.74 254.25

Reserves Surplus and	8976.79	6213.33
Networth	9125.53	6467.58
Revenue from Operations	6425.53	2245 .11
Profit after Tax	1730.50	764.15
2.	Brief details of the division(s) to be demerged	The scheme of arrangement provides for de-merger of Marine, EPC and other ancillary business of HAL Offshore Limited into Seamec Limited.
3.	Turnover of the demerged N .A. division and as percentage (This is case of demerger from an unlisted company to the total turnover of the into a listed company) listed entity in the immediately preceding financial year / based on financials of the last financial year
4.	Whether the transaction Seamec Limited is subsidiary of HAL Offshore would fall within related Limited. The proposed scheme of arrangement party transactions? If yes, shall fall within the Related Party Transaction. whether the same is done at "arms length"; The proposed draft scheme of arrangement and valuation report is on arm's length basis. Area of business of the HAL Offsh ore Limi ted (Demerged Company) entity(ies) involved in scheme of arrangement; The Demerged Company/HAL Offshore is a leading 'End to End' Solution Provider of Underwater Services and EPC Services to the Indian Oil and Gas Industry. The Company is also engaged in Charter Hire of Diving Support Vessels (DSV) to the Mumbai High area undertaking diving, firefighting, material support, accommodation, crane, helipad, operation and maintenance of ONGC Vessels, painting of offshore platforms and other ancillary activities. Over the years, HAL Offshore has developed a diversified portfolio for undertaking turnkey projects involving sub-sea and marine services. Further, the Company is also a leading Indian EPC (Engineering, Procurement and Construction) Company, primarily serving the Oil and Gas Sector. For over a decade, HAL Offshore has executed Greenfield and Brownfield Projects for ONGC Ltd and Oil India Ltd. The projects are executed on LSTK (lumpsum turnkey) basis involving design, engineering, procurement, fabrication, transportation, hook-up, testing, certification / in s pec tion, pre-commissionin g, start­

.(!) SEAMEC LIMITED

up, comm1ss1oning and long-term operation & maintenance of executed projects. Projects executed include Gas Gathering Stations, Gas Compression Stations, Oil Processing Facilities, Alkaline Surfactant Polymer Injection Facilities, Effluent Treatment Plants, Water Injection Plants at various assets of ONGC Ltd and Oil India Ltd. The Demerged Company has also made investments in real estate, shares and other securities. Over the years, the Company has built up an impressive portfolio of securities investments. Hence, the Demerged Company has two distinct business verticals-Marine & EPC Business; and Investment Business.

SEAMEC Limited (Res ulting Company)

The Resulting Company/Seamec is one of the largest providers of Diving Support Vessels in the Asia Pacific Region having a Fleet of Four Diving Support Vessels, One Barge and One Handy Max Bulk Carrier. The Company has unrivalled experience in the ongoing sub-sea inspection, repair, maintenance and light construction, required for the efficient and productive support of offshore oil production which are carried out by its diving support vessels in India and Overseas . Seamec, historically, has made its presence felt in Middle East, Southeast Asia, West Africa and Gulf of Mexico in the areas of execution of many underwater diving projects with Oil Companies and Contractors across the Globe. In India, Seamec has the reputation of prominent provider of diving support vessels. Seamec's Vessels are ISPS Certified and follow the best practices. They are equipped with pollution prevention equipments which are certified by Indian Certification Authorities. The Company owns one no. of Bulk Carrier while its subsidiaries in UAE owns three no. of Bulk Carriers. The above fleet are operated in worldwide trading. The Resulting Company has also set up a subsidiary for the purpose of undertaking EPC Construction and Turnkey Tunnel Projects, a new line of business.

6.

Rationale for Scheme of i. The Resulting Company is a subsidiary of theArrangement by way of de-merger

Demerged Company. The proposed demerger of Marine, EPC and other ancillary business of HAL Offshore Ltd into Seamec Ltd would result in business synergy, consolidation of entire marine and vessel charter business of both the Companies into the Listed Resulting Company, pooling of theresources of these Companies and would enable the Resulting Company to diversify into lucrative EPC Business.

ii. As mentioned above, the Demerged Company is engaged in the business of charter hire of diving and utility vessels operating in Offshore oilfield along with Offshore and Onshore turnkey projects as EPC Contractor. Whereas the Resulting Company is primarily engaged in chartering and operation of diving support and utility vessels and barge operating in offshore oilfield . The Management has decided to consolidate the vessel charter and other related business of both these Companies into the Resulting Company. In addition, EPC and other ancillary business of the Demerged Company will also be vested into the Resulting Company.

ii. The proposed De-merger will enable the listed

Resulting Company to attain healthy economic state encompassed with higher turnovers and better margins. The Scheme will enable the Resulting Company to build up portfolio of several related business activities/services having better growth opportunities . It will also act as a hedging strategy against the business uncertainties with diversified portfolio of services. v. It will impart better management focus, will facilitate administrative convenience and will ensure optimum utilization of manpower and various other resources by these Companies.

v. The proposed De-merger will provide scope for independent expansion of various businesses. It will strengthen, consolidate and stabilize the business of these Companies and will facilitate further expansion and growth of their business. vi.Shareholders of the listed Resulting Company are expected to have better prospects with regard to return and appreciation on their investments in the Resulting Company. Post Scheme, the Resulting Company will be able to augment its resources at better terms.

vii.The proposed De-merger will have beneficial impact on the Demerged Company and the Resulting Company, their employees, shareholders and other stakeholders and all concerned.

!Viii.With a view to achieve greater management focus and keeping in mind the paramount and overall interest of the shareholders, the Board of Directors of the Demerged Com pa ny and the

Resulting Company considered that a Scheme of Arrangement for De-merger would be the most appropriate methodology.

ix.The Scheme of Arrangement is proposed for the aforesaid reasons. The Board of Directors of the Demerged Company and the Resulting Company is of the opinion that the proposed Scheme is in the best interest of these Companies, their Shareholders and other stakeholders.

7.

Brief details of change in shareholding pattern (if any) of all entities

The authorised share capital of the demerged company is Rs. 25,00,00,000 divided into 2,50,00,000 Equity Shares of Rs.10 each. The issued, subscribed and paid-up equity share capital of the demerged company is Rs. 14,87,37,800 divided into 1,48,73,780 equity shares of Rs. 10 each.

The authorised share capital of the resulting company is Rs. 50,00,00,000 divided into 5,00,00,000 Equity Shares of Rs. 10 each. The issued, subscribed and paid-up equity capital of the resulting company is Rs. 25,42,50,000 divided into 2,54,25,000 equity shares of Rs.10 each.

The shareholding pattern of Seamec Limited is as under:

Category Shareholderof	Number of equity shares	% Holding
Promoter and Promoter Group	1,83,17,101	72.04
Public	71,07,899	27.96 100
Total	2,54,25,000

Subsequent to effectiveness of scheme of arrangement, subject to requisite approvals, Equity shareholding will be as under:

Category ShareholderofPromoter and Promoter Group Public Total	Number of equity shares	% Holding 74.99 25.01
2,13,17,142
71,07,899
2,84,25,041	100

In addition to the Equity Shares, OCPS will be issued to equity shareholders of demerged company comprising of 50,21,388 shares.

Expected Post Scheme Shareholding of Seamec