Directors Report of Oseaspre Consultants Ltd.

Mar 31, 2024

Your Directors present the Forty Second (42^nd) Board’s Report on the business and operations of the
Company along with the Audited Financial Statements for the Financial Year (“FY”) ended 31^st March,
2024.

1. FINANCIAL RESULTS:

(? Tn Lakhs)

Particular	For the year ended 31st March, 2024	For the year ended 31st March, 2023
(Loss) / Profit before taxation	(14.23)	(6.81)
Less: Tax Expense
Current tax	-	-
Deferred Tax	-	-
Income tax of prior years	0.06	(0.02)
(Loss) / Profit after taxation	(14.29)	(6.79)
Add: Balance brought forward from earlier year	50.33	57.12
Balance carried to Balance Sheet	36.05	50.33

During the year under review, the Company has made Loss after tax of ? 14.29 (? In Lakhs) as against
the Loss of ? 6.79 (? In Lakhs) in the previous year.

ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS)
as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other
relevant provisions of the Companies Act, 2013.

2. DIVIDEND:

Considering the loss incurred in the current financial year and keeping in view the future fund
requirements of the Company your Directors have not recommended any dividend for the
Financial Year.

3. TRANSFER TO RESERVE:

The Company has not proposed to transfer any amount to the General Reserve.

4. OPERATIONS:

The Company has leased its factory premises located at Valsad, Gujarat and this leased
agreement discontinued w.e.f. 1^st October, 2022.

5. HOLDING AND SUBSIDIARIES:

The Company does not have any holding, subsidiary, joint venture or associate Companies.

Registered Address:

Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai - 400 001
Telephone No: 91 22 6662 0000 E-Mail: [e-mail]
CIN: L74140MH1982PLC027652

6. ALTERATION ON MAIN OBJECT CLAUSE OF THE COMPANY:

During the year Company has alter it main object of the Company by inserting the following sub clause
3 after sub clause 2 of clause III A as under:

To provide services in the areas of-

1. accountancy and secretarial;

2. financial and strategic management;

3. legal and taxation;

4. economic matters;

5. management development and human resources;

6. corporate affairs;

7. corporate communications;

8. information technology;

The said alteration in main object clause was duly approved by Company Board of Directors at their
meeting dated 21^st December, 2023 and by the Shareholders of the Company at Extra Ordinary General
Meeting dated 18^th January, 2024 by passing special resolution.

The said alteration in main object clause of the Company and Shareholders special resolution approved
by Registrar of the Company Mumbai Maharashtra by issuing their approval certificate dated 13^th
February, 2024.

7. DEPOSITS:

The Company has not accepted any deposits from the public in the Financial Year 2022-2023.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried out by your Company, the provisions
of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, pertaining to the conservation of energy and technology absorption,
are not applicable to your Company.

There were no Foreign Exchange earnings or outgo during the period.

9. RELATED PARTY TRANSACTIONS:

As a part of its philosophy of adhering to highest ethical standards, transparency and
accountability, your Company has historically adopted the practice of undertaking related party
transactions only in the ordinary and normal course of business and at arm’s length.

During the year, all transactions entered into with the related parties as defined under the
Companies Act, 2013 were in the ordinary course of business and on arm’s length basis and do
not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially
significant transactions with the related parties during the financial year. Also, suitable
disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the
notes to Financial Statements, which forms a part of the Annual Report.

POLICY ON RELATED PARTY TRANSACTIONS

As per Regulation 15 of SEBI (LODR) Regulations, 2015, Company is exempted from
complying with Regulation 23 of SEBI (LODR) Regulations, 2015 and hence preparing a
Policy on Related Party Transactions is not applicable to the Company.

During the year under review, the Company did not enter into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
related party transactions. The related party transaction is disclosed under Note No. 27 of the
Notes to the Financial Statements for the year 2023-2024.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has no outstanding Loans, Guarantees or
Investments pursuant to Section 186 of the Companies Act, 2013.

11. ANNUAL RETURN:

The MCA vide the Companies (Management and Administration) Amendment Rules, 2021
dated March 05, 2021 substituted Rule 12 of the Rules as “A copy of the annual return shall be
filed with the Registrar with such fees as may be specified for this purpose”. With the said
amendment, the MCA has done away with the requirement of attaching the extract of the
annual return in Form No. MGT 9 with the Board’s Report even for those companies which do
not have websites, thereby simplifying the format of the Board’s Report. Companies which are
having websites are required to place the copy of their annual return in e-form MGT-7 on the
website of the Company.

Pursuant to the said amendment the copy of the annual return in e-form MGT-7 is uploaded on
the website of the Company i.e www.oseaspre.com.

12. DIRECTORS AND KEY MANGERIAL PERSONNEL:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted
declarations that each of them meet the criteria of independence as provided in Section 149(6)
of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”). There has been no change in the circumstances affecting their
status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company.

During the year under review, the existing Independent Director of the Company, Mr.
Sanjive Arora (DIN: 07852459), who was appointed as such by the members of the
Company at the 37^th Annual General Meeting (AGM) of the Company for a term of 5
(five) consecutive years which expires on 29^th August, 2024, is being re-appointed as
the Independent Director of the Company in terms of Section 149 of the Companies
Act, 2013 and the rules made thereunder, for a second term of five (5) consecutive
years commencing from the conclusion of the ensuing AGM till the AGM to be held in
the year 2029, not liable to retire by rotation.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the
Company as on 31^st March, 2024 are Mr. Ganesh S. Pardeshi, Company Secretary and Chief
Financial Officer and Mr. Ankush M. Shah, Manager.

The Company has received declarations from all the Directors of the Company confirming that
they are not disqualified under Section 164(2) of the Companies Act, 2013 from being
appointed as the Directors of the Company and have also affirmed compliance with the Wadia
Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI (LODR)
Regulations, 2015.

13. DIRECTOR RETIRING BY ROTATION

The Chairman briefed the Board that pursuant to the provisions of Section 152 and all other
applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, not
less than one-third of the total number of Directors of a Public Company were liable to retire by
rotation at every Annual General Meeting of the Company. Such retiring Director would be
eligible for re-appointment only subject to approval of the members of the Company in the
ensuing General Meeting.

In accordance with the applicable provisions of the Companies Act, 2013, Mr. J. C. Bham
(DIN: 02806038), a Non - Executive Director on the Board of the Company, retires by rotation
and being eligible to offers himself for re-appointment. Necessary information for the re¬
appointment of Mr. J. C. Bham has been provided in “Annexure I” of the Notice convening the
ensuing Annual General Meeting. During the year, the Non - Executive Director of the
Company had no pecuniary relationship or transactions with the Company.

14. MEETING OF THE BOARD OF DIRECTORS

During the year under review, total Five (5) Board Meetings were held on 9^th May ,2023, 10^th
August, 2023, 8^th November, 2023, 21^st December, 2023 and 13^th February, 2024 respectively.
The Company has adhered to the timeline of gap required to be maintained between each of the
Board meetings as prescribed under the Companies Act, 2013.

15. BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has
carried out an annual performance valuation of its own performance and that of its statutory
committee’s viz. Audit Committee, Nomination and Remuneration Committee, and that of the
individual Directors.

The evaluation framework for assessing the performance of Directors comprises of various key
areas such as attendance at the Board and the Committee Meetings, quality of contribution,
strategic insights or inputs regarding future growth of the Company and its performance, ability
to challenge views in a constructive manner, knowledge acquired with regard to the Company’s
business/activities, understanding of industry and global trends, etc.

The performance evaluation of the Independent Directors was carried out by the entire Board
excluding the Director being evaluated. The performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the Independent Directors. Qualitative
comments and suggestions of Directors were taken into consideration by the Chairman of the
Board and the Chairman of the Nomination and Remuneration Committee. The Directors have
expressed their satisfaction with the evaluation process.

The Board reviewed the performance of each of the Directors of the Company and expressed its
satisfaction on the same.

16. Independent Directors Meeting

During the year under review, the Independent Directors met on 13 ^th February, 2024, inter alia,
to discuss:

• Evaluation of the performance of the Board as a whole;

• Evaluation of performance of the Non-Independent Non-Executive Directors and Chairman
of the Board;

• To assess the quality, quantity and timelines of the flow of information between the Company
and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

17. AUDIT COMMITTEE:

The Audit Committee is constituted by the Board of Directors of the Company in accordance
with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Members of the Audit Committee are financially literate and have
requisite accounting and financial management expertise.

Mr. Sanjive Arora, Mr. N.H. Datanwala, Independent Directors and one Non Independent
Director Mr. S. Raja are the members of the Committee respectively.

During the year under review, total Four (4) Audit Committee Meetings were held on 9^th May
,2023, 10^th August, 2023, 8^th November, 2023 and 13^th February, 2024 respectively.

The Board has adopted an Audit Committee Charter, for its functioning. The Audit Committee
Charter has been uploaded on the Company’s website i.e. www.oseaspre.com

18. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee (NRC) in
conformity with the provisions of Section 178 of the Companies Act, 2013 read with
Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Company has Nomination and Remuneration Policy which provides the criteria for
determining qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees in accordance with
the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration
Policy of the Company is hosted on the Company’s website www.oseaspre.com.

Mr. Sanjive Arora, Mr. N. H. Datanwala, Independent Directors and one Non Independent
Director Mr. J. C. Bham are the members of the Committee respectively. During the year under
review, the Committee met on 13 ^th February, 2024.

The broad terms of reference of the Nomination and Remuneration Committee includes:

• Setup and composition of the Board and its committees.

• Evaluation of performance of the Board, its committees and Individual Directors.

• Remuneration for Directors, KMP and other employees.

The Board has adopted, on recommendation of the Nomination and Remuneration Committee, a
policy for selection and appointment of Directors, Senior Management and their remuneration. The
Nomination & Remuneration Charter has been posted on the website of the Company at
www.oseaspre.com.

19. VIGIL MECHANISM POLICY:

The Board of Directors of the Company has pursuant to the provisions of Section 177 (9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014, established Vigil Mechanism Policy-Whistle Blower Policy for Directors and
employees of the Company to provide a mechanism which ensures adequate safeguards to
employees and Directors from any victimization on raising of concerns of any violations of
legal or regulatory requirements, incorrect or misrepresentation of any financial statements
and/or reports, etc. The employees of the Company have the right to report their concern or
grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the
highest standards of ethical, moral and legal conduct of business operations. The Whistle
Blower Policy is hosted on the Company’s website at www.oseaspre.com.

20. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of
their knowledge, confirms that:

1) in the preparation of the Annual Accounts, the applicable accounting standards have been
followed and there are no material departures;

2) 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 loss for that period;

3) 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;

4) they have prepared the Annual Accounts on a going concern basis; and

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

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

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial 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 the financial year 2023-2024.

21. PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMP’s and employees as per Section 197 of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of Report as “Annexure A”.

However as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report
is being sent to the Members and others entitled thereto, excluding the information on
employees’ remuneration particulars as required under Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is
available for inspection by the Members at the Registered Office of the Company during
business hours on all working days of the Company up to the date of the ensuing Annual
General Meeting. Any Member interested in obtaining a copy thereof may write to them an e¬
mail to [e-mail].

22. AUDITORS AND REPORTS:

The matters related to Auditors and their reports are as under:

Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, appointed
M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai, (ICAI Registration No.
104607W) as the statutory Auditor of the Company for the second term for a period of five
years commencing from the 38 ^th Annual General Meeting (AGM) until the conclusion of the
43^rd AGM at a remuneration determined by the Board of Directors of the Company as per the
recommendation of the Audit Committee.

The Report given by the M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants on the
Financial Statement of the Company for F.Y 2023- 24 forms part of the Annual Report.

Observations Of Statutory Auditors On Accounts For The Year Ended 31st March 2024

The Auditor’s Report for the financial year ended 31^st March 2024 does not contain any
qualification, reservation or adverse remark and therefore, does not call for any further
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Parikh & Associates, Company Secretaries in Practice, to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as
“Annexure B”.

The said reports do not contain any observation or qualification requiring explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.

The Company has complied with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.

Internal Auditors

The Internal Auditor of the Company - M/s. Sandip Shah & Co., Chartered Accountants
(Registration No. 133680W), have conducted the internal audit of the Company for the F.Y.
2023-2024. The reports and findings of the Internal Auditor are periodically reviewed by the
Audit Committee.

Fraud Reporting

During the year under review, there were no instances of fraud falling within the purview of
Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or
employees reported by the Statutory Auditors of the Company during the course of the audit
conducted.

23. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:

There have been no significant and material orders passed by the regulators, courts and
tribunals impacting the going concern status and the Company’s operations in future.

24. MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year of the Company to which this financial
statement relates up to the date of this report.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal Audit plays a key role in providing assurance to the Board of Directors with respect to
the Company having adequate Internal Financial Control Systems. The Company has adequate
Internal Control System and processes in place with respect to its financial statements which
provides reasonable assurance and reliability of financial reporting and preparation of Financial
Statements.

The reports and findings of the internal auditor and the internal control system are reviewed
periodically by the Audit Committee. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board.

26. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the
Company’s businesses. Risk management is a structured approach to manage uncertainty. The
Company has formulated a Risk Management Policy for dealing with different kinds of risks
and risk mitigating measures to be adopted by the Board. The Company has adequate internal
control systems and procedures to combat the risk. The Risk Management procedure will be
reviewed by the Audit Committee and Board of Directors on time to time basis. The said Policy
is available on the website of the Company at www.oseaspre.com.

27. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy
on prevention, prohibition and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to
employees at the workplace and prevent and redress complaints of sexual harassment and for
matters connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year
2023-2024. The policy for Sexual Harassment of Women at Workplace has been posted on the
Company’s website i.e. www.oseaspre.com.

28. CODE OF CONDUCT

The Board of Directors has adopted the Code of Ethics and Business Principles for Non¬
Executive Directors as also for the employees including Whole-Time Directors, Manager and
other members of Senior Management. All members of the Board and senior management
personnel have affirmed compliance with the Code. The said Code has been communicated to
all the Directors and members of the Senior Management. The Code has also been posted on
the Company’s website at www.oseaspre.com.

29. PREVENTION OF INSIDER TRADING CODE:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by
Designated Persons and code of practices and procedures for fair disclosures of unpublished
price sensitive information (“Code”) in terms of SEBI (Prohibition of Insider Trading)
Regulations, 2015 and any statutory amendment (s)/ modification(s) thereof. In compliance
with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, (“Amendment
Regulations”), Company has amended the Code.

The Code is applicable to Directors, Employees, Designated Persons and other Connected
Persons of the Company.

30. CORPORATE SOCIAL RESPONSIBILTY:

The provisions of Section 135 of the Companies Act, 2013 w.r.t Corporate Social
Responsibility are not applicable to the Company.

31. CORPORATE GOVERNANCE:

Your Company continues to place greater emphasis on managing its affairs with diligence,
transparency, responsibility and accountability and is committed to adopting and adhering to
best Corporate Governance practices. The Board considers itself as a trustee of its shareholders
and acknowledges its responsibilities towards them for creation and safeguarding their wealth.
As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its
business dealings that avoid conflicts of interest.

However, as per provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, providing a separate report on Corporate Governance under

Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) (e) management discussion & analysis report forms part of
Director’s Report. Statements in this Management Discussion & Analysis of Financial
Condition and Results of Operations of the Company describing the Company’s objectives,
expectations or predictions may be forward looking within the meaning of applicable securities
laws and regulations.

The financial statements are prepared on accrual basis of accounting, and in accordance with
the provisions of the Companies Act, 2013 and the Indian Accounting Standards (“Ind AS”), as
notified under the Companies (Indian Accounting Standards) (Amendment) Rules 2016 issued
by Ministry of Corporate Affairs in respect of sections 133 of Companies Act 2013. The
management of Technojet Consultants Limited has used estimates and judgments relating to the
financial statements on a prudent and reasonable basis, in order that the financial statements
reflect in a true and fair manner, for the year.

Risks & Concerns

Risk is inherent to business and the Company is no exception. The Company has adequate
internal control systems & procedures to combat the risk. The Company has a detailed risk
management policy in place. Apart, from that, rising inflation continues to be a major concern.

Internal Control Systems & Adequacy

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations.

M/s. Sandip Shah & Co. was the internal auditor of the Company for F.Y. 2023-2024. The
Internal auditors monitor and evaluate the efficacy and adequacy of internal control systems in
the Company, its compliance with operating systems, accounting procedures and policies at all
locations of the Company. Based on the internal audit, process owners undertake corrective
action in the respective areas and thereby strengthen the controls. Significant audit observations
and corrective actions thereon are presented to the Audit Committee of the Board.

Key Financial Ratios

The comparison of key financial ratios are disclosed under Note No. 32 of the Notes to the
Financial Statements for the year 2023-2024.

33. APPRECIATION:

The Directors express their appreciation to all the employees of the Company for their diligence
and contribution of their performance. The Directors also record their appreciation for the
support and co-operation received from agents, suppliers, bankers and all other stakeholders.
Last but not the least, the Directors wish to thank all shareholders for their continued support.

By Order of the Board of Directors
FOR OSEASPRE CONSULTANTS LIMITED

Sd/-

J. C. Bham
CHAIRMAN
DIN: 02806038

Place: Mumbai
Date: 22^th May, 2024

---

Mar 31, 2014

Dear Members,

The Directors hereby present their Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2014:

1. FINANCIAL RESULTS:

For the year For the year ended 31st ended 31st March, 2014 March, 2013

Profit before taxation 17,419 227,230

Less: Provision for taxation

Current tax 3,500 17,000

Profit after taxation 13,919 2,10,230

Add: Balance brought forward from earlier year 49,72,590 47,62,360

Balance carried to Balance Sheet 49,86,509 49,72,590

2. DIVIDEND:

The Directors do not recommend any dividend for the financial year ended 31st March, 2014.

3. OPERATIONS:

The Company has stopped carrying on the work of converting Digital Electronics Products and has rented out the factory premises.

4. DEPOSITS:

The Company has not accepted any Deposits from the Public.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

There is no information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for disclosure as the company is an Investment Company.

6. DIRECTORS:

In accordance with the provisions of the Act and the Company''s Articles of Association, Mrs. Maureen Wadia (DIN: 01354046) retires by rotation and is eligible for re-appointment.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations from the Operating Management, confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations.

ii) they have, in selection of accounting policies consulted the Statutory Auditors and applied them consistently and made judgements 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;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis.

8. DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees covered under Section 217(2A) of the Companies Act, 1956.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is given in Annexure ''A'' to this Report. A separate report on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of the condition of Corporate Governance are annexed to this Report as Annexure ''B''

10. SECRETARIAL COMPLANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) rules, 2001, the Company has obtained a certificate from a Secretary in whole-time practice confirming that the Company has complied with all the provisions of the Act.

11. AUDITORS

M/s. D. R. Kothari & Co, Chartered Accountants, who are the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 ("the Act") and the rules made thereunder, the Board recommends the re-appointment of M/s. D. R. Kothari & Co as auditors of the Company. If reappointed, they will hold office from the conclusion of the current AGM to the conclusion of the following AGM.

11. SHAREHOLDING PATTERN AS ON 31st MARCH, 2014.

No. of Shares %

Promoter Group * 146,843 73.42

Others 53,157 26.58

Total 2,00,000 100

* Promoter Group Companies

Mr. Jehangir N. Wadia, Sunflower Investments & Textiles Private Limited, Tristar Charitable Foundation, Wadia Investments Limited, M. S. I. L. Investments Private Limited, Varnilam Investments & Trading Co. Limited and N. W. Export Limited.

By Order of the Board of Directors For OSEASPRE CONSULTANTS LIMITED

) D. S. Gagrat ) 00017082 ) DIRECTORS ) R. E. Vandrewala ) 00017178 ) Mumbai, Dated: 26th May, 2014

Registered Office: Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai 400 001

---

Mar 31, 2012

The Directors hereby present their Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2012:

1. FINANCIAL RESULTS:

(Rupees) (Rupees)

Profit before taxation 258,320 190,990

Less: Provision for taxation

Current tax 37,000 -

Deferred tax - -

Short provision of tax for earlier years 9,639 -

46,639 -

Profit after taxation 211,681 190,990

Add: Balance brought forward from earlier year 4,550,679 4,359,689

Balance carried to Balance Sheet 4,762,360 4,550,679

2. DIVIDEND:

The Directors do not recommend any dividend for the year ended 31st March, 2012.

3. OPERATIONS:

The Company has stopped carrying on the work of converting Digital Electronics Products and has rented out the factory premises.

4. DEPOSITS:

The Company has not accepted any Deposits from the Public.

5. DIRECTORS:

Mr. D. S. Gagrat retires by rotation, and is eligible, for reappointment.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, EARNINGS AND OUTGO:

There is no information as per Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for disclosure as the company is an Investment Company.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations from the Operating Management, confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii) they have, in selection of accounting policies consulted the Statutory Auditors 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;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis.

8. DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees covered under Section 217(2A) of the Companies Act, 1956.

9. SECRETARIAL COMPLANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) rules, 2001, the Company has obtained a certificate from a Secretary in whole-time practice confirming that the Company has complied with all the provisions of the Act.

10. AUDITORS:

You are required to appoint Auditors for the current year and fix their remuneration. The retiring Auditors M/s. D. R. Kothari & Co., offer themselves for re- appointment.

11. SHAREHOLDING PATTERN AS ON 31st MARCH, 2012.

No. of Shares %

Promoter Group * 147,043 73.52

Others 52,957 26.48

TOTAL 2,00,000 100

* Promoter Group Companies

Mr. Nusli N. Wadia and his relatives in terms of Section 6 of the Companies Act, 1956, Ms. Dina N Wadia, Ms. Diana Claire Wadia, Ms. Elizabeth Anne Guhl, Ms. Bachoobai W. Daschkow, Jer Mavis Settlement No. II, Diana Claire Wadia Trust, Nusli Neville Wadia Trust, N. N. Wadia - Administrator of Estate of Late E. F. Dinshaw, Nowrosjee Wadia & Sons Limited, N. W. Exports Limited, Damascus Investments & Trading Co. Ltd., Archway Investments Co. Ltd., Jehreen Investments Pvt. Ltd., Lochness Investments Pvt. Ltd., Gherzi Eastern Investments Ltd., Nessville Trading Pvt. Ltd., Pointers Export Pvt. Ltd., Sunflower Investments & Textiles Pvt. Ltd., Go Investments & Trading Pvt. Ltd., The Bombay Burmah Trading Corporation Ltd., National Peroxide Ltd., Naperol Investments Ltd., Vamilam Investments & Trading Co. Ltd., Gherzi Eastern Ltd., Ben Nevis Investments Ltd., New Point Enterprises Ltd., Macrofil Investments Ltd., Lotus Viniyog Private Ltd., Botanium Ltd., Go Airlines (India) Ltd., Nidhivan Investments & Trading Co. Pvt. Ltd., Heera Holdings & Leasing Pvt. Ltd., Sahara Investments Pvt. Ltd., and their holding companies, subsidiary companies and associates.

By Order of the Board of Directors

For OSEASPRE CONSULTANTS LIMITED

DIRECTORS

Place: Mumbai.

Date: 31 MAY 2012

Registered Office:

Neville House,

J. N. Heredia Marg,

Ballard Estate,

Mumbai 400 001

---

Mar 31, 2011

The Directors hereby present their Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2011:

1. FINANCIAL RESULTS:

For the year For the year ended 31st ended 31st March, 2011 March, 2010 (Rupees) (Rupees)

Profit before taxation 190,990 25,551

Less: Provision for taxation

Current tax - -

Deferred tax - -

Profit after taxation 190,990 25,551

Add: Balance brought forward from earlier year 4,359,689 4,334,138

Balance carried to Balance Sheet 4,550,679 4,359,689

2. DIVIDEND:

The Directors do not recommend any dividend for the year ended 31st March, 2011.

3. OPERATIONS:

The Company is carrying on the work of converting Digital Electronics Products.

4. DEPOSITS:

The Company has not accepted any Deposits from the Public.

5. DIRECTORS:

Mrs. M.N. Wadia retires by rotation, and is eligible, for reappointment.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, EARNINGS AND OUTGO:

There is no information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for disclosure as the company is an Investment Company.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, which was introduced by the Companies (Amendment) Act, 2000 (53 of 2000), the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) They had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the Profit of the Company for the year ended 31st March, 2011.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on a going-concern basis.

8. DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees covered under Section 217(2A) of the Companies Act, 1956.

9. SECRETARIAL COMPLANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) rules, 2001, the Company has obtained a certificate from a Secretary in whole-time practice confirming that the Company has complied with all the provisions of the Act.

10. AUDITORS:

The Members are requested to appoint Messrs. D. R. Kothari & Co., Chartered Accountants as Auditor of the Company at a remuneration to be fixed by the Board of Directors.

11. SHAREHOLDING PATTERN AS ON 31st MARCH, 2011.

No. of Shares %

Promoter Group * 147,043 73.52

Others 52,957 26.48

OSEASPRE CONSULTANTS LIMITED

* Promoter Group Companies

Mr. Nusli N. Wadia and his relatives in terms of Section 6 of the Companies Act, 1956, Ms.Dina N Wadia, Ms. Diana Claire Wadia, Ms Elizabeth Anne Guhl, Ms. Bachoobai W. Daschkow, Jer Mavis Settlement No. II, Diana Claire Wadia Trust, Nusli Neville Wadia trust, N.N. Wadia - Administrator of Estate of Late E.F. Dinshaw, Nowrosjee Wadia & Sons Limited, N.W. Exports Limited, Damascus Investments & Trading Co. Ltd., Archway Investments Co. Ltd., Jehreen Investments Pvt. Ltd., Lochness Investments Pvt. Ltd., Gherzi Eastern Investments Ltd., Nessville Trading Pvt. Ltd., Pointers Export Pvt. Ltd., Sunflower Investments & Textiles Pvt. Ltd., Go Investments & Trading Pvt. Ltd., The Bombay Burmah Trading Corporation Ltd., National Peroxide Ltd., Naperol Investments Ltd., Varnilam Investments & Trading Co. Ltd., Gherzi Eastern Ltd., Ben Nevis Investments Ltd., New Point Enterprises Ltd., Macrofil Investments Ltd., Lotus Viniyog Private Ltd., Botanium Ltd., Go Airlines (India) Ltd., Nidhivan Investments & Trading Co. Pvt. Ltd., Heera Holdings & Leasing Pvt. Ltd., Sahara Investments Pvt. Ltd., and their holding companies, subsidiary companies and associates.

By Order of the Board of Directors

For OSEASPRE CONSULTANTS LIMITED



Sd/-

Mr.D.S. Gagrat DIRECTORS

Sd/-

Mrs.R.E.Vandrewala

Mumbai, 31st May, 2011.

Registered Office:

Neville House,

J.N.Heredia Marg, Ballard Estate,

Mumbai 400 001