Keystone Realtors Ltd Directors Report

*EBITDA include Other income. #On T Income. otal

Note: The numbers of the previous year have been regrouped wherever necessary.

Review of Standalone Financial of the Company:

During the year under review, the Company achieved total revenue from operations of Rs. 55,063 lakhs, with other income amounting to Rs. 20,512 lakhs. Total expenditure stood at Rs. 62,707 lakhs. The Company reported EBITDA of Rs. 18,437 lakhs and profit after tax of Rs. 9,345 lakhs.

b. Financial Summary on Consolidated basis for FY 2025:

The k highlights of the Consolidated financial results for the year ended March 31, 2025, and the corresponding figures ey for the last year are as under:

*EBITDA include Other income.

Note: The numbers of the previous year have been regrouped wherever necessary.

Review of Consolidated Financial of the Company:

On a c onsolidated basis, revenue from operations was Rs. 2,00,410 lakhs, supplemented by other income of Rs. 11,734 lakhs. Total expenditure for the year totalled Rs. 1,85,353 lakhs. The Company delivered consolidated EBITDA of Rs. 33,263 lakhs and recorded profit after tax after non-controlling interest of Rs. 17,196 lakhs.

2. IND AS APPLICABILITY

The A udited Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2025 have been prepared in accordance with requirements of the Companies (Indian Accounting Standards) Rules, 2015 as notified under Section 133 of the Companies Act, 2013 ("Act") read with relevant Rules and other accounting principles.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards and based on the financial statements received from Subsidiaries, Joint Ventures and Associate Companies as approved by their respective Board of Directors.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of Subsidiaries, Joint Ventures and Associate Companies are given in Form AOC-1 which forms an integral part of this Report.

Pursuant to the provisions of Section 136 of the Act, the Consolidated Financial Statements along with other relevant documents are available on the website of the

Company at https://www.rustomjee.com/about-us/ financial-statements/.

THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There w no material change from the end of the financial as year till the date of this Report.

ANY

There w no change in the nature of the business carried as out by the Company.

6. DIVIDEND

Your Dir have recommended a final dividend of ectors Rs. 1.50 (15%) per Equity Share of Rs. 10 each for FY 2024-25. The dividend is subject to approval of Shareholders at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of tax at source. The dividend, if approved by the Shareholders, would involve a cash outflow of Rs. 1890.39 Lakhs.

7. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES & SURPLUS

During the year under review, no amount from profit was transferred to the General Reserve.

8. COMPLETION OF QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

During the year ended March 31, 2025, the Company has successfully completed its QIP and raised Rs. 80,000 Lakhs by issuing 12,121,212 equity shares of face value of Rs. 10 each at a premium of Rs. 650 per share.

9. UTILIZATION OF QIP PROCEEDS

The Company had appointed CARE Ratings Limited as the Monitoring agency in accordance with Regulation 41(1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (hereinafter referred as "SEBI ICDR Regulations") to monitor the utilization of QIP proceeds and Company has obtained quarterly monitoring reports from the Monitoring agency and has filed the same with both stock exchanges, where equity shares of the Company are listed. The proceeds realized by the Company from the QIP had been utilized as per the objects of the Offer as disclosed in the Placement Document.

The Company has received an amount of Rs. 78,272 Lakhs (net of share issue expenses of Rs. 1,728 Lakhs) from proceeds out of fresh issue of equity shares. The utilisation of net QIP proceeds is summarised as below:

#The amount Rs. 8,127 Lakhs (unutilized amount of Rs. 6,258 Lakhs from QIP proceeds and interest earned on deposits Rs. 1,869 Lakhs) is lying in current account.

10. CHANGES IN SHARE CAPITAL a. Authorised Share Capital:

During the year under review, the Authorised Share Capital of the Company is Rs. 4,28,43,00,000/- (Rupees Four Hundred and Twenty Eight Crores Forty Three Lakhs Only) divided into 42,80,10,000 (Forty Two Crores Eighty Lakhs Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each amounting to Rs. 4,28,01,00,000/- (Rupees Four Hundred and Twenty Eight Crores One Lakh Only) and 4,20,000 (Four Lakhs Twenty Thousand) Preference Shares of Rs. 10/- (Rupees Ten only) amounting to Rs. 42,00,000/-(Rupees Forty-Two Lakhs Only).

b. Paid-up Share Capital:

During the year under review, pursuant to QIP the Company allotted 121,21,212 Equity Shares of Rs. 10/- each per share.

The Paid-up Share Capital of the Company was increased from Rs. 1,13,88,81,980/- consisting of 11,38,88,198 Equity Shares of Rs. 10/- each per share to Rs. 126,00,94,100/-consisting of 12,60,09,410 Equity Shares of Rs. 10/- each per share.

Detail as per Regulation 3.1 of Secretarial Standard 4 issued by Institute of Company Secretaries of India:

(i) date of issue and allotment: May 27, 2024

(ii) method of allotment (QIP, FPO, ADRs, GDRs, rights issue, bonus issue, preferential issue, private placement, conversion of securities, etc.): QIP

(iii) issue price: Rs. 660/-

(iv) conversion price: Not Applicable

(v) number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities: Not Applicable

(vi) number of shares or securities allotted to the promoter group (including shares represented by depository receipts): NIL

(vii) in case, shares or securities are issued for consideration other than cash, a confirmation that price was determined on the basis of a valuation report of a registered valuer: Not Applicable

Pursuant to stock options allotment of 16,913 Equity Shares of Rs. 10/- each per share the Paid-up Share Capital of the Company was increased from Rs. 126,00,94,100/- consisting of 12,60,09,410 Equity Shares of Rs. 10/- each per share to Rs. 126,02,63,230/- consisting of 12,60,26,323 Equity Shares of Rs. 10/- each per share

c. Corporate Actions:

During the year under review: i. The Company has neither issued any Sweat Equity Shares nor issued Equity Shares with differential rights as to dividend, voting or otherwise.

ii. The Company has not bought back any of its securities.

iii. No Bonus Shares were issued.

iv. Employee Stock Option Schemes:

During the year, the options granted/vested are provided in Annexure A of this Report.

v. Under QIP the Company had allotted 121,21,212 Equity Shares of Rs. 10 each per share at a premium of Rs. 650 per share.

11. EMPLOYEE STOCK OPTION SCHEME

The Company has an Employee Stock Options scheme, namely the "Rustomjee Employee Stock Option Plan 2022" ("ESOP 2022"/"Plan") (as Amended in 2024) (herein after referred as "ESOP"/"ESOP Scheme"). The Nomination and Remuneration Committee administers and monitors the ESOP Scheme. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations"). The Company has received a certificate from Practicing Company Secretary, certifying that the scheme is implemented in accordance with the SBEB Regulations and the resolutions passed by the Members. Details of ESOP granted and vested are provided in the notes to the Standalone Financial Statements. Disclosures as required under the SBEB Regulations, with respect to the Companys ESOP Scheme, as on March 31, 2025 are available on the Companys website at https://www.rustomjee.com/about-us/ financial-statements/?year=2024-2025 and is annexed as Annexure ‘A which forms part of this Directors Report.

12. CREDIT RATING

13. DEPOSIT

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

During the year under review, there was no change in the Board composition.

The attendance and other disclosures of the Board meetings are given in the Corporate Governance section annexed to this Report as Annexure ‘B.

Independent Directors

All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under Section 149 of the Act. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. Separate meetings of the Independent Directors were held on February 20, 2025, and March 20, 2025, wherein they reviewed the performance of the Board, the Non-Independent Directors and the Chairman. Except Ms. Seema Mohapatra who could not attended the meeting held on March 20, 2025, all Independent Directors attended the Meetings.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Company has following Key Managerial Personnel(s): 1. Mr. Boman Irani, Chairman & Managing Director

2. Mr. Chandresh Mehta, Executive Director 3. Mr. Percy Chowdhry, Executive Director 4. Mr. Sajal Gupta, Chief Financial Officer

5. Mr. Bimal K Nanda, Company Secretary and Compliance Officer

During the year under review, there was no change in the KMPs.

Retirement by Rotation

In ac cordance with the provisions of Section 152(6) of the Act read with provisions contained in the Articles of Association of the Company, Mr. Chandresh Mehta will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer himself for reappointment. The Board has recommended his reappointment.

15. COMMITTEES OF THE BOARD

The Boar has constituted all the statutory committees as required under the Act and rules made thereunder and as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred as "SEBI LODR Regulations"/"SEBI LODR"/"Listing Regulations"). The Committees meet at regular intervals to transact their respective businesses as per the terms of reference prescribed by the Board. The various Committees and their composition are as follows:

a. Audit Committee

Majority of the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge.

The attendance and terms of reference of the Audit committee is covered under the Corporate Governance section annexed to this Report as Annexure ‘B.

b. Nomination & Remuneration Committee

As per requirement of SEBI LODR, all the Members of the Committee are Non-Executive Directors.

The attendance and terms of reference of the NRC is covered under the Corporate Governance section annexed to this Report as Annexure ‘B.

c. Stakeholders Relationship Committee

The attendance and terms of reference of the SRC is covered under the Corporate Governance section annexed to this Report as Annexure ‘B.

d. Corporate Social Responsibility Committee

The attendance and terms of reference of the CSR committee is covered under the Corporate Governance section annexed to this Report as Annexure ‘B.

e. Risk Management Committee

The attendance and terms of reference of the RMC is covered under the Corporate Governance section annexed to this Report as Annexure ‘B.

16. MEETINGS OF THE BOARD

In ac cordance with the provisions of the Act and rules made thereunder, the Board of Directors met 4 times during the financial year ended March 31, 2025. The meeting dates and attendance details are covered under the Corporate Governance section annexed to this Report as Annexure ‘B.

AND REMUNERATION

The Company has constituted the Nomination and Remuneration Committee ("NRC") which has been mandated by the Board to adhere/implement the policy for determining qualifications, positive attributes and independence of Directors (including Independent Directors). The NRC keep reviewing and assessing the Board composition on behalf of the Board and recommends to the Board, the appointment of new directors based on their qualifica tion, positive attributes and independence whenever required.

In reviewing Board composition, the NRC considers the benefits of all aspects of diversity including, but not limited to, those described above, in order to enable it to discharge its duties and responsibilities effectively.

NRC also recommends to the Board on the remuneration to be payable to the Directors.

Nomination and Remuneration Policy is available on the Companys website at https://www.rustomjee.com/ about-us/codes-and-policies/.

18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on M 31, 2025 the Company had 55 Subsidiary arch Companies (including 3 LLPs), 2 Associate Companies and 5 Joint Venture Companies ("JVs"). The list of Subsidiary Company(ies)/Limited Liability Partnership firms ("LLPs")/ Associate Company(ies)/Joint Venture Companies is given under point no. VII of Corporate Governance Report as Annexure ‘B of this report. These Subsidiaries/LLPs/ Associates/Joint Ventures are mainly engaged in the Real Estate business.

The annual accounts of these subsidiary/LLPs/associate/ joint venture companies were consolidated with the accounts of the Company for the financial year 2024-25. The statement containing salient features of the financial statement of subsidiaries/LLPs/associates/joint ventures in Form AOC-1 form part of this Report. Pursuant to the provisions of Section 136 of the Act, the consolidated financial statements along with other relevant documents are available on the website of the Company at https:// www.rustomjee.com/about-us/financial-statements/.

During the year under review, the following subsidiaries have ceased due to amalgamation: 1. Kingmaker Developers Private Limited

2. Key Fortune Relators Private Limited

19. MATERIAL SUBSIDIARIES

For FY 2024-25, as per Listing Regulations, the Company has two material subsidiaries namely Rustomjee Realty Private Limited and Real Gem Buildtech Private Limited. The Company has in place the policy for determining material subsidiaries (as amended) which is in line with the Listing Regulations as amended from time to time. The Policy is available on the Companys website at https:// www.rustomjee.com/about-us/codes-and-policies/.

20. ANNUAL RETURN

Pursuant t Section 92(3) of the Act and Rule 12(1) of the o Companies (Management and Administration) Rules, 2014, read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2025 will be made available on the Companys website at https://www.rustomjee. com/about-us/financial-statements/.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The annual report on CSR activities of the Company, as required under Section 134(3)(o) read with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), is provided as

Annexure ‘C to this Report. CSR Policy is available on the Companys website at https://www.rustomjee.com/ about-us/codes-and-policies/.

22. STATUTORY AUDITORS OF THE COMPANY

Pursuant to the provisions of Section 139 of the Act, M/s. Price Waterhouse Chartered Accountants LLP, having registration no 012754N/N500016, were appointed as Statutory Auditor of the Company for a period of 5 years until the conclusion of Annual General Meeting to be held in the year 2026. The Statutory Audit Report for the F.Y. 2024-25 does not contain any qualification, reservation or adverse remark. The Statutory Auditors Reports on Standalone and Consolidated Financial Statements for the year ended March 31, 2025, are enclosed with the Financial Statements.

No instance of fraud was reported by the Statutory Auditor during the year under review.

23. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed DM & Associates Company Secretaries LLP, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 in prescribed Form MR-3 is annexed to this Report as Annexure ‘D.

The Board has recommended the appointment of DM & Associates Company Secretaries LLP, Practicing Company Secretaries (Firm Registration Number L2017MH003500), a peer reviewed firm as Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members.

The MR-3 of material subsidiaries are attached as

Annexure D-I and D-II.

24. COST AUDITOR

Pursuant t the provisions of Section 148(3) of the Act, M/s. Joshi Apte & Associates, Cost Accountants, Mumbai was appointed as the Cost Auditor of the Company to conduct the cost audit for the Financial Year 2024-25 and to hold the office till the conclusion of the ensuing Annual General Meeting. The Board on the recommendation of the Audit Committee has approved the appointment of M/s. Joshi Apte & Associates, Practicing Cost Accountant, as Cost Auditor, for F.Y. 2025-26. The resolution for approval of remuneration payable to the Cost Auditor for F.Y. 2025-26 forms part of the accompanying Annual General Meeting Notice.

The Cost Audit Report for the Financial Year 2024-25 does not contain any observations, qualifications and adverse remarks.

25. INTERNAL AUDITOR

The Company had appointed M/s. KPMG Assurance and Consulting Services LLP, as an Internal Auditor of the Company for the financial year 2024-25.

CONTROLS

The In ternal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains adequate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly. During the year under review, M/s. KPMG Assurance and Consulting Services LLP, the Internal Auditor of the Company had conducted the IFC Audit and had not found any material or serious observation for inefficiency or inadequacy of such controls.

27. RISK MANAGEMENT POLICY

The Companys risk management policy captures the major potential business risks pertaining to the industry in which Company is operating and which has relevance on the Company. The Company has appointed Mr. Ritesh Tilve as Chief Risk Offic er of the Company. The Company has also in place its mitigation plans for these potential business risks. M/s. KPMG Assurance and Consulting Services LLP, Internal Auditor of the Company, on regular basis, checks and evaluates the effectiveness of the mitigation plans of the Company to mitigate potential business risks. The risks and its mitigation plan are elaborated in the MD & A section o the Report. Risk Management Policy is available f on the Companys website at https://www.rustomjee. com/about-us/codes-and-policies/.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The de of Loans, Guarantees and Investments covered tails under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

ARRANGEMENTS WITH RELATED PARTIES

Pursuant t the provisions of Section 188 of the Act, all the Related Party Transactions ("RPTs"), which Company has entered with related parties during the financial year, were in the ordinary course of business and at arms length basis. The Audit Committee has given an omnibus approval for the RPTs. All the RPTs were within the approved limit. All the RPTs were placed before the Audit Committee and the Board of Directors, specifying the nature, value and terms & conditions of the transactions. The transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. The policy on related party transactions is available on the website of the Company at https://www. rustomjee.com/about-us/codes-and-policies/.

Disclosure as required pursuant to para-A of Schedule V of the Listing regulations forms part of Standalone Audited Financial Statements for FY 2025. All the RPTs entered by the Company were in ordinary course of business and on arms length basis. There were no material contracts or arrangements with RPTs, hence Form AOC- 2 is not applicable to the Company.

EARNING AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Foreign exchange earning and outgo

*FC Foreign Currency

The total foreign exchange earned was Nil.

31. TRANSFER OF AMOUNTS OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

PERSONNEL), AMENDMENT RULES, 2016

Disclosures relating to remuneration of Directors under Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘E of this Report.

Particulars of employee remuneration, as required under Section 197(12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 forms an integral part of this Report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the Report is being sent to the Shareholders, excluding the aforementioned information.

The information will be available for inspection at the registered office of the Company on all working days between 11:00 a.m. (IST) to 01:00 p.m. (IST) upto the date of AGM and a copy of the same will also be available electronically for inspection by the Members during the AGM. Any Member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.

CODE

During the year under review, no application was made, or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.

FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not made any one-time settlement and not carried out any valuation, therefore reporting is not required.

PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance w.r.t. provisions relating to the Maternity Benefit Act, 1961.

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In ac cordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 the Company has in place a policy for prevention of sexual harassment. The Companys Internal Complaints Committee is responsible to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Internal Complaints Committee also addresses the complaints received by its subsidiaries/associates and joint venture companies. During the year under review, Company had not received any complaint. POSH Policy is available on the Companys website at https://www.rustomjee.com/about-us/codes-and-policies/.

Summary of complaints are as follows:

(a) Number of complaints of sexual harassment received in the year: NIL

(b) Number of complaints disposed off during the year:

NIL

(c) Number of cases pending for more than ninety days:

37. CORPORATE GOVERNANCE

Pursuant t the requirements of Regulation 34 of the Listing o Regulations, a detailed report on Corporate Governance forms an integral part of this Report. A certificate from DM & Associates Company Secretaries LLP, Practicing Company Secretary, confirming compliance of conditions of Corporate Governance as stipulated is covered under Corporate Governance section annexed to this Report as

Annexure B.

ANALYSIS

The M anagement Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

39. PERFORMANCE EVALUATION

Pursuant t the provisions of the SEBI LODR and Act, the Board of Directors has carried out the annual performance evaluation of: (i) Board of Directors

(ii) Its Committees, (iii) Individual Director, (iv) Chairman of the Board (v) Independent Directors.

The evaluation was done based on set questionnaires which were given to them at the time of evaluation.

SUSTAINABILITY REPORT

In c ompliance with Regulation 34 of SEBI LODR, the Business Responsibility and Sustainability Report forms an integral part of this Report.

POLICY

In c ompliance to Section 177(9) of the Act, Company has put in place the Vigil Mechanism/Whistle Blower Policy. Company has put in place a process where direct access is made available to the whistle blower to approach the Chairman of the Audit Committee to raise any grievances or to report fraud in a transparent manner in line with the Vigil/Whistle Blower policy. The Company had not refrained anyone to approach the Chairman of the Audit Committee to raise its complaint. During the period under review, Company has not received any complaint under Vigil Mechanism/Whistle Blower Policy. Vigil Mechanism Policy is available on the Companys website at https:// www.rustomjee.com/about-us/codes-and-policies/.

42. CODE OF CONDUCT

The Dir and senior management personnel have ectors complied with the Code of Conduct of the Company and the declaration for the same as confirmed by the Chairman and Managing Director of the Company is annexed with Corporate Governance Report. The Code of Conduct Policy is available on the Companys website at https:// www.rustomjee.com/about-us/codesand-policies/.

43. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Directors confirm compliance of the same during the year under review.

OPERATIONS IN FUTURE

No significant or material order has been passed by any regulator, court or tribunal against the Company which would impact the going concern status of the Company or will have bearing on Companys operations in future.

45. DIRECTORS RESPONSIBILITY STATEMENT

The Dir Responsibility Statement referred to in ectors clause (c) of sub-section (3) of Section 134 of the Act read with Section 134(5) of the Act and as per Schedule II Part C (A)(4)(a) of the Listing Regulations, the Board states the following:

(i) In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The Directors had 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 and of the profit and loss of the Company for the year under review; 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;

(iv) The Directors had prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal finance controls to be followed by the Company and such internal financ e controls are adequate and operating effectively; and

(vi) The Directors have devised systems to ensure compliance with the provisions of all applicable laws and the same is in place, adequate and operating effectively.

46. DISCLAIMER

Any sta tements in this Report and Management Discussion and Analysis Report providing additional information about the Companys plans may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual performance may differ materially from those expressed or implied.

47. ACKNOWLEDGEMENTS