Real Touch Finance Ltd. Directors Report

2.1 Standalone Results

The performance of the Company for the Financial Year ended 31^st March 2025, on a Standalone basis is, summarized below:

(Rs. In lakhs)

2.1.1 Companys Performance

Gross Income increased by 53.89% and stood at Rs. (in lakhs) 2887.27 as compared to previous year (FY 2023-24 (in lakhs) 1888.27. The Companys Profit before Tax was Rs. (in lakhs) 566.48 as compared to previous FY 2023-24 Rs. (in lakhs) 392.74 and the Profit after Tax increased by about 75.09% to Rs. (in lakhs) 461.02 as against of previous year.

3. SHARE CAPITAL AND DEBENTURES

The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2025 was Rs. 12,69,26,900 consisting of 1,26,92,690 equity shares of Rs. 10/- each. During the Financial Year 2024-25, the company has issued 2200, unlisted 11% optionally-convertible debentures of Rs. 1,00,000/- each under private placement basis. There were no changes in the Authorized, issued, subscribed, and paid-up share capital of the Company during the year. Further it is hereby confirmed that, the Company has not:

i) Apart from the issuance of 2,200 unlisted 11% Optionally Convertible Debentures (OCDs) of 1,00,000 each on a private placement basis, the Company has not issued any other shares, warrants, debentures, bonds, or any other convertible or non-convertible securities. ii) issued equity shares with differential rights as to dividend, voting or otherwise iii) issued any sweat equity shares to its directors or employees iv) made any change in voting rights v) reduced its share capital or bought back shares vi) changed the capital structure resulting from restructuring v) failed to implement any corporate action

The Companys securities were not suspended for trading during the year.

4. DIVIDEND

In order to conserve resources, the Board does not recommend payment of any Dividend on the Equity Shares for FY 2024-25.

5. TRANSFER TO RESERVES

As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Special Reserve Account. Accordingly, an amount of Rs. 92, 43,000 (FY 2023-24 Rs. 52, 67,000), has been transferred to the said Reserve.

6. CAPITAL ADEQUACY

The companys capital adequacy ratio was at 20.74% as on 31^st March, 2025 as against the statutory minimum capital adequacy ratio of 15% prescribed by RBI.

7. EMPLOYEE STOCK OPTION PLAN

Your Company has Real touch Finance Limited- Employees Stock Plan 2024 (ESOP 2024) as ESOP scheme in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The principal objectives of this plan are to:

Rewarding the employees for their performance and contribution to the success and growth of Real Touch.

Providing outsized rewards for outsized performance and create long-term wealth for Real Touch and employees.

Providing an opportunity for the professional partners to become financial partners in the Equity of Real Touch.

Attracting and retaining top talent.

The details of stock options form part of the Notes to Accounts of the Standalone Financial Statements. The Secretarial Auditors certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be placed at the 40th AGM for inspection by the members.

Further, pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the applicable disclosure as on March 31, 2025 is uploaded on the website of your Company https:/realtuchfinance.com.

8. DISCLOSURES RELATED TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has no Subsidiary or Joint venture or associate as on 31st March 2025.The Company is a Subsidiary of M/s. Ultraplus Housing Estate Private Limited (“Ultraplus”), who holds 54.12% in the Company.

9. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred during the financial year and from the end of the financial year till the date of this Report.

10. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: NIL

11. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: NIL

12. CHANGE IN THE NATURE BUSINESS

During the year under review, there was no change in the nature of the Companys business.

13. DIRECTORS AND KMP

The Company has received necessary declarations from each Independent Director under Section 149 (7) of the Companies Act, 2013 confirming that he meets the criteria of Independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure requirements) Regulation 2015.

Mr. Muthuswamy Ganeshkumar was appointed as Non-Executive additional director (Independent Category) of the company with effect from August 1, 2024 and subsequent his appointment was regularized in the 39^th Annual General Meeting held on 30^th September 2024.

Mr. Uttam Kumar Bothra, Non-Executive Director (Independent Category), vacated his office with effect from 7th August 2024 upon completion of his tenure as an Independent Director of the Company.

Mr. Manoj Kumar Jena, Company Secretary and Compliance officer of the company has resigned from the company due to personal reasons with effect from 17^th August, 2024.

Mrs. Varsha Gupta has been appointed as a company secretary and Compliance Officer of the Company with effect from 12^th November, 2024.

Pursuant to provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Gopal Sridharan, Whole Time Director, Mr. Angalappan Anandakumar Chief Financial Officer and Mrs. Varsha Gupta, Company Secretary and Compliance officer.

14. DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors have given declarations under section 149 (7) that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations). In the opinion of the board, the IDs fulfill the conditions specified in the Act and the rules made there under for appointment as IDs including integrity, expertise and experience and confirm that they are independent of the management. All the IDs of the company have registered their names with the data bank of IDs.

15. EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and of the individual Directors as well as an evaluation of the working of all the Committees of the Board. The Board of Directors was assisted by the NRC. The performance evaluation was carried out by seeking inputs from all the Directors / Members of the Committees, as the case may be.

The Board of the Company followed the criteria as specified in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (“SEBI”) for evaluating the performance of the Board as a whole, Committees of the Board, Individual Directors and the Chairman. The criteria for evaluation of the Board as a whole, inter alia, covered parameters such as Structure of the Board, Meetings of the Board, Functions of the Board and Board & Management. The criteria for evaluation of Individual Directors covered parameters such as knowledge and competency, fulfillment of functions, ability to function as a team, etc. The criteria for evaluation of the Board Committees covered areas related to mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, etc.

The feedback of the Independent Directors on their review of the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company and the assessment of the quality, quantity and timeliness of flow of information between the Company, the Management and the Board which was taken into consideration by the Board in carrying out the performance evaluation.

16. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on 25^th February, 2025 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under

Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and the Board of Directors as a whole; ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors; iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management 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. POLICY ON APPOIN0TMENT OF DIRECTORS AND REMUNERATION POLICY OF THE COMPANY

The Nomination and Remuneration Committee (“NRC”) develops the competency requirements of the Board based on the industry and the strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence of all Directors before recommending them to the Board. Besides the above, the NRC ensures that the new Directors are familiarized with the operations of the Company and endeavors to provide relevant training to the Directors.

In accordance with the provisions of Section 178 of the Act and the SEBI Listing Regulations, the Board of Directors has adopted a Policy on Board Diversity and Director Attributes and a Remuneration Policy. The Remuneration policy is also available in the website of the company https://realtouchfiannce.com

The Policy on Board Diversity and Director Attributes has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board and to have in place, a transparent Board nomination process.

The Remuneration Policy for Directors, KMPs and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust.

The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.

Salient features of the Remuneration Policy, inter alia, include:

Remuneration in the form of Sitting Fees and Commission to be paid to Independent Directors and Non-Independent Non-Executive Directors, in accordance with the provisions of the Act and as recommended by the NRC;

Remuneration to Managing Director / Executive Directors / Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to run the Company successfully and retain talented and qualified individuals suitable for their roles, in accordance with the defined terms of remuneration mix or composition; and

No remuneration would be payable to Directors for services rendered in any other capacity unless the services are of a professional nature and the NRC is of the opinion that the Director possesses requisite qualification for the practice of the profession and approval of the Central Government has been received, if required, for paying the same.

18. DIRECTOR RESPONSIBILITY STATEMENT

In compliance with section 134(5) of the companies Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, Indian Accounting Standards (“Ind AS”) as per the Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards) Rules, 2016, notified under Section 133 of the Companies Act, 2013 (the "Act"), other relevant provisions of the Act, guidelines issued by Regulators as applicable to an NBFC and other accounting principles generally accepted in India have been followed and that there are no material departures there from.

b) they 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 at the end of the financial year and of the profit and cash flows of the Company for the year;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

19. REPORTING OF FRAUDS

Directors of your Company hereby state and confirm that there were ‘nil frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013.

21. DEPOSITS

The Company did not hold any deposits at the beginning of the year, nor has it accepted any deposits during the year under review.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulations 34 of Securities and Exchange Board of India (Listing Obligation and Disclosure requirements) Regulation 2015, the Management Discussion and Analysis Report is presented separately in the Annual Report under the section titled “Management Discussion and Analysis.”

23. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a report on Corporate Governance forms part of this Annual Report. The Corporate Governance Report includes, inter alia, details on the composition and category of Directors, number of Board meetings held during the year, composition of various committees of the Board, annual evaluation of the Board and its committees, nomination and remuneration policy, criteria for appointment of Directors and senior management, vigil mechanism/whistle blower policy, and disclosures on relationships between Directors inter-se and other statutory disclosures.

In accordance with Regulation 17(8) of the Listing Regulations, the Executive Director(s) have submitted a compliance certificate to the Board in respect of the financial statements and other matters, which is also included in the Corporate Governance section of this Annual Report.

24. RISK MANAGEMENT

The Board periodically reviews the risks which are associated with business objectives, growth, talent, aspects etc., and actions are being taken to mitigate those risks then and there.

25. LISTING WITH STOCK EXCHANGES

The Equity shares of the Company have been listed on the BSE Limited. The Company has paid applicable listing fees to the Stock Exchange and Depositories within stipulated time.

26. DEMATERIALISATION OF SHARES

Out of 1,26,92,690 equity shares 1,21,17,740 shares constituting 95.47% of the Companys paid up Equity share Capital is in dematerialized form as on 31/03/2025 and the balance are in physical form. The Companys registrar is M/s Niche Technologies Private Limited having their registered office at 3A, Auckland Road, 7^th Floor, Kolkata 700017.

27. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Seven times during the Financial Year under review. The gap between any two meetings did not exceed 120 days as prescribed under Companies Act, 2013.

Particulars of the Directors attendance to the Meetings during the financial year ended March 31, 2025, are given below:

* Mr. Muthuswamy Ganeshkumar was appointed on 1^st August 2024

* * Mr. Ujjawal Kumar Bothra Tenure was completed as Independent Director on 7^th August 2024

28. SIGNIFICANT AND MATERIAL ORDERS

During the period under review, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Companys operations in future.

29. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The detail in respect of Internal Financial Control and their adequacy are included in the Management and Discussion Analysis report which forms part of the financial Statements.

30. COMMITTEES

The details of composition of the Board and its Committees, terms of reference of the Committees and the details of meetings held during the financial year are furnished in the Corporate Governance Report.

31. STATUTORY AUDITORS:

In accordance with the provision of section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. P.D Randar & Co, Chartered Accountants (FRN NO.319295E),, Chartered Accountants, was re-appointed as Statutory Auditors of the Company at the 37th Annual General meeting of the Company held 28th September 2022 for a term of five years till the conclusion of Annual General Meeting to be held on year 2027. However, M/s. P.D Randar & co, Chartered Accountants (FRN NO.319295E), has tender their resignation as the statutory Auditor of the company, stating the reason of resignation that the majority of transaction of company being conducted in Southern part of India basically from Chennai and all related documents are maintained at Chennai office. Hence, it has become operationally difficult to effectively carry out audit and quarterly review of financial statement from our current office which is located in Kolkata. Hence they resign from the post of statutory auditor resulting in a casual vacancy in the office of the Auditors of the company w.e.f 31^st July, 2025 as per section 139(8) of the Companies Act, 2013.

Accordingly based on the recommendations of Audit Committee and confirmation received from M/s. G.S. Chung & Associates, Chartered Accountants (Firm Registration No. 008884C) on their eligibility, the Board recommends to the members for the appointment of M/s. G.S. Chung & Associates, Chartered Accountants (Firm Registration No. 008884C) as the statutory Auditors of the company for a period of three years, from the conclusion of 40th Annual General Meeting till the conclusion of 43rd Annual General Meeting of the Company.

The Report of the Statutory Auditors received from of M/s. P.D Randar & co, Chartered Accountants (FRN NO.319295E) with an unmodified opinion to the members is annexed and forms part of the financial statements and the same does not contain any qualification, reservation, adverse remark or disclaimer. There were no frauds detected or reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year ended March 31, 2025.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Company has appointed M/s. S Sandeep & Associates, Company Secretary in practice to undertake the secretarial audit of the Company. The Report of secretarial audit is annexed Annexure - B to this Report.

Internal Auditor

Pursuant to provisions of Section 138 of the Act, the Board of Directors had appointed M/s. PKC & Associates, Chartered Accountants as the Internal Auditors of the Company to undertake the Internal Audit of the Company for FY 2024-25.

Auditors Certificate on Corporate Governance:-

As required by SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the auditors certificate on corporate governance forms part of the corporate governance Report enclosed there.

32. EXTRACTS OF ANNUAL RETURN

As per Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the annual return of the Company for the financial year ended March 31, 2025 is available at the web address: https://realtouchfinance.com/investor-info.html

33. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148(1) of the Act is not applicable for the business activities carried out by your Company.

34. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Financial Statements of the Company have been prepared in accordance with Ind AS, as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act. Further, the Company follows the Master Directions issued by RBI for NBFCs.

The Financial Statements have been prepared on an accrual basis under the historical cost convention. The Accounting Policies adopted in the preparation of the Financial Statement.

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

A. CONSERVATION OF ENERGY

B. FOREIGN EXCHANGE EARNING AND OUTGO:

During the financial year ended March 31, 2025, there were no foreign currency outgo and no foreign currency earnings.

36. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A Statement giving the details required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2025, is annexed as Annexure-A.)

The details required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2025, are provided in a separate Annexure forming part of this Report. In terms of the first proviso to Section 136(1) of the Act, the Report and the Accounts, excluding the aforesaid Annexure, are being sent only through electronic mode to all the Members whose e-mail addresses are registered with the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary through email-cs@realtouchfinance.com. None of the employees listed in the said Annexure is related to any Director of the Company.

37. RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

During the year under reporting, the Directors of the company were not paid any remuneration by its holding Company Ultraplus Housing Private Limited.

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on March 31, 2025.

39. CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Companies Act, 2013 on CSR do not apply to the company

40. VIGIL MECHANISM

The Company has established a Vigil Mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy, the Fraud Risk Management Process, the mechanism for reporting of ethical concerns. The Company has a whistle blower policy to report genuine concerns or grievances. Your company hereby affirms that no complaint was received during the year.

41. RELATED PARTY TRANSACTIONS

The Company has adopted a Policy and a Framework on Related Party Transactions (“RPTs”) for the purpose of identification, monitoring and approving such transactions in line with the requirements of the Act and the SEBI Listing Regulations. During the year under review, the RPT Policy had been amended to, inter alia; include the amendments of the SEBI Listing Regulations.

All the RPTs that were entered into during FY 2024-25, were in ordinary course of business and on an arms length basis. There were material transactions requiring disclosure under Section 134(3)(h) of the Act. The disclosures in prescribed Form AOC 2 forms a part of this Annual Report as Annexure-C.

The details of RPTs as required to be disclosed by Indian Accounting Standard 24 on “Related Party Disclosures” specified under Section 133 of the Act, read with the Companies (Indian Accounting Rules Standards) Rules, 2015, are given in the Notes to the Financial Statements.

42. CODE OF CONDUCT

The board has laid down a “Code of Conduct” for all the Board Members and the senior management of the Company and the same has been posted on the website of the Company.

All Board members and senior management personnel have affirmed compliance with the Companys code of conduct for the financial year 2024-25. A declaration to this effect is included in Corporate Governance report forming part of this Annual Report.

43. CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Companys Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) to regulate, monitor and report trading by insiders in securities of the Company. The board has further approved policy governing the procedure of inquiry in case of actual or suspected leak of unpublished price sensitive information. The code has also been hosted on the website of the Company.

44. SECRETARIAL STANDARDS

The Company is in compliance with SS 1 i.e. Secretarial Standard on Meetings of the Board of Directors and SS 2 i.e. Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India.

45. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your company believes in providing a safe and harassment free workplace for every individual and endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year under review, your company has not received any complaints pertaining to sexual harassment.

The company has adopted the revised POSH policies at the board meeting held on 1st July, 2022. The Internal Committee was reconstituted and restructured in line with that of the group companies and is as following:

46. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Investments, Guarantees and Securities provided in connection with any loan falling under the purview of Section 186 of the Companies Act, 2013 is furnished under notes to financial statements.

47. COMPLIANCE WITH RBI GUIDELINES:

The Company is registered with the Reserve Bank of India (“RBI”) as a Non-Deposit taking Non-Banking Financial Company (“NBFC”) and is classified as a Base Layer NBFC under the Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023. Company

has duly complied with the applicable regulations from time to time and there are no material non-compliances with respect to aforesaid regulations.

48. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is fully committed to supporting its women employees and ensuring their well-being during maternity. In compliance with the provisions of The Maternity Benefit Act, 1961, the Company provides comprehensive maternity benefits as mandated by law. These benefits include, but are not limited to, paid maternity leave, medical bonus, and other facilities designed to ensure a supportive environment for expectant and new mothers. Our commitment extends to fostering an inclusive workplace that respects and accommodates the needs of our women employees.

49. ACKNOWLEDGEMENT

Directors deeply acknowledge the trust and confidence you have placed in the company. Director would also like to thank all its Banker, Customer, Vendors and Shareholders for their continued support to the Company. In specific, the Board would also record its sincere appreciation of the Commitment and Contribution made by all employees of the Company.

50. CAUTIONARY NOTE

The statement forming part of Directors report may contain certain forward looking remarks within the meaning of applicable Securities Law and regulations. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.