Auditor Report of Oseaspre Consultants Ltd.

Mar 31, 2024

We have audited the accompanying Ind AS financial statements of Oseaspre Consultants Limited
(“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit
and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement
of Changes in Equity for the year then ended, and notes to the Ind AS financial statements, including
a summary of significant accounting policies and other explanatory information (hereinafter referred
to as ‘Ind AS financial statements’).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 (the
“Act”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standard) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2024, the loss and total
comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the Ind AS financial statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards
are further described in the ‘Auditor’s Responsibilities for the Audit of the Ind AS Financial
Statements'' section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical
requirements that are relevant to our audit of the Ind AS financial statements under the provisions of
the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion on the Ind AS financial
statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the Ind AS financial statements of the current period. We have determined that there are
no key audit matters to communicate in our report.

Information Other than the Ind AS Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Directors report, but does not include the Ind AS financial
statements and our auditor’s report thereon.

Our opinion on the Ind AS financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with

the Ind AS financial statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information. we are required to report that fact. We have nothing
to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Ind AS Financial
Statements

The Company’s Board of Directors is responsible for the matters in Section 134(5) of the Act with
respect to the preparation of these Ind AS financial statements that give a true and fair view of the
financial position, financial performance, total comprehensive income, changes in equity and cash
flows of the Company in accordance with the Ind AS and other accounting principles generally
accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the
provision of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the Ind AS financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the Ind AS financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Ind AS financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are

• also responsible for expressing our opinion on whether the Company has adequate internal
financial controls system in place with reference to Ind AS financial statements and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of the users of the financial statements may
be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the
Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the
extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books except for the matter stated in
paragraph h(vi) below on reporting under Rule 11(g).

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this
Report are in agreement with the books of account.

d) In our opinion, the aforesaid Ind AS financial statements comply with the Ind AS prescribed
under section 133 of the Act, read with relevant rules issued thereunder.

e) On the basis of the written representations received from the directors as on March 31, 2024
taken on record by the Board of Directors, none of the directors is disqualified as on March
31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f) The observation relating to the maintenance of accounts and other matters connected are as
stated in the paragraph (b) above on reporting under section 143(3)(b) and paragraph h(vi)
below on reporting under Rule 11(g)

g) With respect to the adequacy of the internal financial controls over Ind AS financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate report in Annexure B.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial
position.

ii. The Company did not have any material foreseeable losses on long term contracts
including derivative contracts requiring provision under the applicable law or accounting
standards.

iii. There were no amounts which were required to be transferred, to the Investor Education
and Protection Fund by the Company.

iv. The Management has represented that:

(a) To the best of its knowledge and belief, no funds (which are material either
individually or in the aggregate) have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person or entity, including foreign entity
(“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

(b) To the best of its knowledge and belief, no funds (which are material either
individually or in the aggregate) have been received by the Company from any
person or entity, including foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

Based on the audit procedures that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.

v. As per information and explanation represented by Management and based on the records
of the Company, no dividend has been declared or paid during the year by the Company,
hence the compliance with Section 123 of the Act is not applicable.

vi. Based on our examination, which included test checks, the Company has used accounting
software (Tally ERP) for maintaining its books of account for the year ended March 31,
2024, which has a feature of recording audit trail (edit log) facility for all relevant
transactions recorded in the software, except that the audit trail feature in the said
software did not operate throughout the year, but was operating as on the balance sheet
date.

Further, the said EL version was not tampered with post its implementation.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from
April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules,
2014 on preservation of audit trail as per the statutory requirements for record retention is
not applicable for the year ended March 31, 2024.

3. With respect to the other matters to be included in the Auditor’s Report in accordance with
the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of
our information and according to the explanations given to us, there is no remuneration paid /
provided by the Company during the year.

For KALYANIWALLA & MISTRYLLP
CHARTERED ACCOUNTANTS
Firm Regn. No.: 104607W / W100166

Sd/-

Jamshed K. Udwadia

PARTNER

M. No.: 124658

UDIN: 24124658BKAIZH9671

Mumbai, May 22, 2024

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Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of OSEASPRE CONSULTANTS LIMITED, Mumbai ("the Company"), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by Companies (Auditor''s Report) (Amendment) Order, 2004 (together ''the Order''), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect Section 133 of the Companies Act, 2013.;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

The Annexure referred to in paragraph 1 of the our Report of even date to the Members of "Oseaspre Consultants Limited" on the accounts of the Company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. The Company had no inventories, hence there are not statements to be made on the matters contained in para 4(ii) of CARO.

3. (a) The Company had not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) The Company had not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our Opinion there are adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. No major weaknesses in the internal controls have been observed during the course of audit.

5. Based on the audit procedures applied by us and according to the information and explanation provided by the Management, we are of the opinion that there were no contracts or arrangements referred to in Section 301 of the Act that needed to be entered into the Register required to be maintained under that Section.

6. The Company has not accepted any deposits from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 or any other relevant provision of the Act and the rules framed there under.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As informed to us the maintenance of cost records has not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

9. (a) Based on the audit procedures applied by us and according to the information and explanation provided by Management, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales- tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues as may be applicable with the appropriate authorities. There are no arrears of undisputed outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) There are no disputed dues and hence question of details does not arise.

10. The Company has no accumulated losses at the end of the financial year. The Company has not incurred cash loss in the current year or immediately preceding financial year.

11. The Company has not obtained borrowings from financial institutions during the year ended 31st March, 2014.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, there is no statement to be made on the matters contained in para 4 (xii) of CARO.

13. In our opinion, and according to the information and explanation given to us, the nature of activities of the Company does not attract any special statue applicable to chit fund or a nidhi /mutual benefit fund/society.

14. In our opinion, the Company has maintained proper records of the transactions and contracts of shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments are held in its own name except to the extent of exemption if any granted under section 49 of the Act.

15. According to the information and explanations given to us, the Company had not during the year given any guarantee for loans taken by others from a banks or financial institutions.

16. The Company has not obtained any term loans as of 1st April, 2013 or during the year.

17. On the basis of an overall examination of the Balance Sheet as at 31st March, 2014 and the information and explanations given to us, funds raised on short-term basis have prima facie, not been used for long-term investment by the Company.

18. The Company has not made any preferential allotment of shares during the year.

19. The Company has not issued any debentures during the year and no debentures were outstanding as on 1st April, 2013.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given by the management, no fraud on or by the Company has been noticed or reported during the year.

For D.R.Kothari & Co., Chartered Accountants (Firm Registration No.105301W)

(D.R.Kothari) Proprietor (Membership No.4337)

Mumbai, dated:

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Mar 31, 2012

1. We have audited the attached Balance Sheet of OSEASPRE CONSULTANTS LIMITED, Mumbai as at 31st March 2012 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 we give in Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, proper Books of Accounts as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received.

(c) The balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the Books of Account.

(d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012 from being appointed as a Director in terms of Clause (g) of sub- section 1 of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said balance Sheet and the Profit and Loss Account read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012.

(ii)ln the case of the Profit and Loss Account, of the ‘PROFIT'' for the year ended 31st March, 2012.

(iii) In the case of Cash flow statements, of the cash flow for the year ended on that date

i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) the management has physically verified the fixed assets during the year and no material discrepancies were noticed on such verification between the physical and book records. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of its fixed assets.

(c) Since there is no disposal of substantial part of fixed assets during the year paragraph 4(i)(c) of the said order is not applicable.

ii) As there is no stock in trade the question in paras ii) (a) (b) (c) do not require.

iii) (a) (i) The Company has not granted loans, secured or unsecured to the companies/firms or others parties listed in the Register maintained under Section 301 of the Companies Act, 1956 and hence number of parties and maximum balance does not arise.

(ii) The question of rate of interest and the terms and conditions of loans granted, secured or unsecured, are prima facie not prejudicial to the interest of the Company does not arise.

(iii) The question of payment of the principal amount of the above loans and interest thereon does not arise.

(iv) The question of overdue amounts on the above loans not exceeding Rs.1 lac and taking reasonable steps does not arise.

(b) (i) The Company has not taken any loans secured or unsecured from the companies/firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(ii) Since the Company has not taken loans secured or unsecured from companies/firms or other parties listed in the register maintained under Section 301 of the Act, paragraphs 4(iii)(f) and (g) of the said order are applicable.

iv) There are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for sale of goods and services in our opinion there is no weakness in internal control system.

v) The Company has not entered into any transaction that need to be entered into a register in pursuance of section 301 of the Act and so paragraphs 4 (v) (a) and 4 (v) (b) of the said Order are not applicable.

vi) The Company has not accepted any deposits from the public and thus paragraph 4 (vi) of the said Order is not applicable.

vii) The Company is having internal audit system commensurate with the size of the Company.

viii) The activities carried on by the Company are not covered for maintenance of cost records under Section 209(1 )(d) of the Act.

ix) (a) The statutory dues payable by the Company comprises of income-tax, tax deducted at source and profession tax only. According to the records of the Company, it is observed that the Company has deposited its dues with appropriate authorities.

No undisputed amounts in respect of the statutory dues referred to the above were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) There are no disputed dues and hence question of details does not arise.

x) The Company has no accumulated losses in the immediately preceding financial year.

xi) The Company has not obtained borrowings from financial institutions during the year ended 31st March, 2012.

xii) Since the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities paragraph 4(xii) of the said Order is not applicable.

xiii) As the Company is not a nidhi / mutual benefit fund / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiif) of the said Order is not applicable.

xiv) The Company is dealing or trading in shares, securities, debentures and other investments and is maintaining proper records of the transactions and contracts and making timely entries therein. The shares, securities and debentures have been held by the Company in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) The Company has not obtained term loan from Bank/s, hence question of utilization does not arise.

xvii) No short term loans have been used for the acquisition of long term investments.

xviii) As there was no allotment of shares during the year question of preferential allotment does not arise.

xix) The Company has not issued any debentures during the year hence question of creating security or charge does not arise.

xx) Since the Company has not raised any money by way of public issue during the year, paragraph 4(xx) of the said Order is not applicable.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For and on behalf of

D.R. KOTHARI & CO.

Chartered Accountants

Firm Reg No.105301W

D.R. KOTHARI

Proprietor

Place: Mumbai.

Dated : 31 MAY 2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of OSEASPRE CONSULTANTS LIMITED, Mumbai as at 31st March 2011 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 we give in Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, proper Books of Accounts as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received.

(c) The balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the Books of Account.

(d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as a Director in terms of Clause (g) of sub- section 1 of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said balance Sheet and the Profit and Loss Account read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March 2011.

(ii) In the case of the Profit and Loss Account of the 'PROFIT ' for the year ended 31st March, 2011.

ANNEXURE TO AUDITORS REPORT As per the information and explanations given to us, we report under paragraph 4 & 5 of the said order:

i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) the management has physically verified the fixed assets during the year and no material discrepancies were noticed on such verification between the physical and book records. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of its fixed assets.

(c) Since there is no disposal of substantial part of fixed assets during the year paragraph 4(i)(c) of the said order is not applicable.

ii) As there is no stock in trade the question in paras ii) (a) (b) (c) do not require.

iii) (a) (i) The Company has not granted loans, secured or unsecured to the companies/firms or others parties listed in the Register maintained under Section 301 of the Companies Act, 1956 and hence number of parties and maximum balance does not arise.

(ii) The question of rate of interest and the terms and conditions of loans granted, secured or unsecured, are prima facie not prejudicial to the interest of the Company does not arise.

(iii)The question of payment of the principal amount of the above loans and interest thereon does not arise.

(iv) The question of overdue amounts on the above loans not exceeding Rs.1 lac and taking reasonable steps does not arise.

(b)(i) The Company has not taken any loans secured or unsecured from the companies/firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(b)(ii) Since the Company has not taken loans secured or unsecured from companies/firms or other parties listed in the register maintained under Section 301 of the Act, paragraphs 4(iii)(f) and (g) of the said order are not applicable.

iv) There are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for sale of goods and services in our opinion there is no weakness in internal control system.

v) The Company has not entered into any transaction that need to be entered into a register in pursuance of section 301 of the Act and so paragraphs 4 (v) (a) and 4 (v) (b) of the said Order are not applicable.

vi) The Company has not accepted any deposits from the public and thus paragraph 4 (vi) of the said Order is not applicable.

vii) The Company is having internal audit system commensurate with the size of the Company.

viii) The activities carried on by the Company are not covered for maintenance of cost records under Section 209(1)(d) of the Act.

ix) (a) The statutory dues payable by the Company comprises of income-tax, tax deducted at source and profession tax only. According to the records of the Company, it is observed that the Company has deposited its dues with appropriate authorities.

No undisputed amounts in respect of the statutory dues referred to the above were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(b) There are no disputed dues and hence question of details does not arise.

x) The Company has no accumulated losses in the immediately preceding financial year.

xi) The Company has not obtained borrowings from financial institutions during the year ended 31st March, 2011.

xii) Since the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities paragraph 4(xii) of the said Order is not applicable.

xiii) As the Company is not a nidhi / mutual benefit fund / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the said Order is not applicable.

xiv) The Company is dealing or trading in shares, securities, debentures and other investments and is maintaining proper records of the transactions and contracts and making timely entries therein. The shares, securities and debentures have been held by the Company in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) The Company has not obtained term loan from Bank/s, hence question of utilization does not arise.

xvii) No short term loans have been used for the acquisition of long term investments.

xviii) As there was no allotment of shares during the year question of preferential allotment does not arise.

xix) The Company has not issued any debentures during the year hence question of creating security or charge does not arise.

xx) Since the Company has not raised any money by way of public issue during the year, paragraph 4(xx) of the said Order is not applicable.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For and on behalf of

D.R. KOTHARI & CO.

Chartered Accountants

Firm Reg No.105301W

Sd/-

D.R. Kothari

D.R.KOTHARI

Proprietor

Mumbai, 31St May 2011