Equity Analysis

To

The Members

Billwin Industries Limited

Your Directors have pleasure in presenting their 11^th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.

The Key highlights of financial results for Billwin Industries Limited for the financial year 2023-24 are tabulated below: (Rs. In Lakhs)

During the financial year 2023-24 the total revenue has been increased to 495.75/- Lakhs as compared to the previous year i.e 482.39/- Lakhs. The Company's net profit before tax is Rs. 104.40/- Lakhs as compared to Rs. 100.45 Lakhs in the previous years. The Company's net profit after tax for the current financial year is 78.12/- Lakhs as compared to 74.21 to the previous year.

We are engaged in the business of manufacturing of protective gears; these gears are basically rain wears, life jackets and inflatable boats which are used in seas and other water bodies for the safety. The raw material used to manufacture these protective gears is called Coated Fabric. We are also involved in trading of the protective gears that we manufacture. Our product range includes Rainwear Coat, Rain Jacket, Pulsar Jacket, Winter Jacket, River Raft Boat, Inflatable Boats Dinghys, Sleeping Bags, School Bags, Life jackets, Rucksack, facial's mask etc. The company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit. The management is of the opinion that in the coming future as the overall situation seems to be to be improving and Directors are optimistic about Company's business and hopeful of better performance with increased revenue in next year.

The Company didn't transfer any amount to the General Reserve for the financial year 2023-24.

The Board does not recommend any dividend for the financial year 2023-24.

During the year following changes took place in the capital structure of the company:

Authorised Share Capital

The Authorised Share Capital of your Company during the Year has increased from Rs. 3,00,00,000 comprising of 30,00,000 Equity Shares of Rs. 10/- each to Rs. 11,00,00,000 comprising of 1,10,00,000 Equity Shares of Rs. 10/- each vide ordinary resolution passed at the Extra Ordinary General meeting held on April 05, 2023.

Issued, Subscribed and Paid up Share Capital

There has been no change in the Issued, Subscribed and Paid up Share Capital of your Company during the year, thus, the current Issued, Subscribed and Paid up Share Capital of the Company as on March 31, 2024 was Rs. 2,13,07,240/- comprising of 21,30,724 Equity Shares of Rs. 10/- each.

Further the Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

There has been no Change in the nature of the business of your Company during the year under review.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2023-24.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company.

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at https://www.billwinindustries.com/annual-returns/.

Your Company has no holding or subsidiary Company, Joint Ventures or Associate Companies during the year under review.

During the reporting period no revision of financial statement or Board Report was made in respect of any of the preceding three financial year.

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review; iii) The Directors 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 and for preventing and detecting fraud and other irregularities; iv) The Directors have prepared the annual accounts on a going concern basis; v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively;

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2024 is given below:

Conservation of Energy i) The steps taken or impact on conservation of energy;

The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year. ii) The steps taken by the Company for utilizing alternate sources of energy: No alternate source utilized during the year iii) The capital investment on energy conservation equipment's: There is no capital investment made by the Company on energy conservation equipment's.

Technology Absorption i) the efforts made towards technology absorption: No specific activities have been done by the Company. ii) the benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA iv) The expenditure incurred in Research and Development: Nil

There is a foreign exchange out-go amounting to Rs. 0.35 Lakhs for purchase of Raw Material and there is no earning during the financial year ended March 31, 2024.

All transactions entered with Related Parties during the financial year 2023-2024 were on an arm's length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, during the year under review, there are no materially significant related party transactions which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

The policy on Related Party Transactions, as approved by the Board, is uploaded on the Company's website and may be accessed at the link https://www.billwinindustries.com/policies/.

The details of the transactions with related parties pursuant to Accounting Standard during financial year 2023-24 are provided in notes to the accompanying financial statements.

Except as mentioned below, there are no significant events occurred during the financial year after the date of financial statements:

The Company in its Board Meeting held on June 14, 2024, passed Board resolution for allotment of 20,49,000 equity shares by way of Right issue on right basis to the eligible existing equity shareholders of the company at a price of Rs. 34/- (Rupees Thirty Four only) per Equity Share (including premium of Rs. 24/- (Rupees Twenty Four only) per Equity Share, aggregating to 6,96,66,000/- (Rupees Six Crores Ninety Six Lakhs Sixty Six Thousands only). Mr. Aloke Das Gupta has been appointed as an Additional Director, in capacity Non-Executive Non-Independent Director with effect from 12^th August, 2024.

M/s. Jay Gupta & Associates (Formerly Known as Gupta Agarwal & Associates) Chartered Accountants, (FRN: 329001E) were appointed as the Statutory Auditor of the Company at the 10^th Annual General Meeting of the Company held on 25^th September 2023 for a term of 5 consecutive Years commencing from the conclusion of the 10^th Annual General Meeting till the conclusion of the 15^th Annual General Meeting of the Company to be held in the year 2028.

The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2014, the Board of Directors of the Company has appointed M/s S.D. SATAM & CO., Chartered Accountants as Internal Auditor of the Company for the financial year 2023-24.

The Board had appointed M/s. S. A & Associates (C.P No. 3173), Practicing Company Secretary, to carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure A".

The Board of Directors of the Company here confirmed that according to the Companies working and business, the Company does not require to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.

Your Company is not required to maintain Cost Records as specified by the Central Government u/s 148 (1) of the Companies Act, 2013.

The Company's Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instance of fraud during the period under review.

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating therein the Company's policy on Directors'/Key Managerial Personnel/other employee's appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. As part of the policy, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors / KMPs of the quality required to run the company successfully. The policy is available on the website of the company https://www.billwinindustries.com/policies/. a) CEO/Managing Director & CFO - Criteria for selection/appointment:

For the purpose of selection of the CEO/MD & CFO, the Remuneration Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board. The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. b) Remuneration for the CEO/Managing Director & CFO:

At the time of appointment or re-appointment, the CEO/Managing Director & CFO shall be paid such remuneration as may be mutually agreed between the Company (which includes the A&R Committee and the Board of Directors) and the CEO/Managing Director & CFO within the overall limits prescribed under the Companies Act, 2013. The remuneration of the CEO/Managing Director & CFO comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retrial benefits. c) Remuneration Policy for the Senior Management Employees: In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the Remuneration Committee shall ensure the relationship of remuneration and performance benchmark is clear. The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, while recommending the annual increment and performance incentive to the Remuneration Committee for its review and approval.

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are as follows:

a. Code of conduct for director and senior management b. Policy on determining materiality of events c. Policy for determining material subsidiary d. Code of conduct for unpublished price sensitive information e. Code for disclosure on prohibition for insider trading f. Anti-Sexual harassment policy g. Code of Independent Directors h. Policy on Familiarisation of Independent Director i. Policy on preservation of documents j. Policy on whistle blower & vigil mechanism k. Policy on related party transactions l. Policy on Risk Management

The company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In compliance with Section 177 of the Companies Act, 2013 and other applicable provisions, the company has formulated a Vigil Mechanism/Whistle Blower Policy (Mechanism) for its Stakeholders, Directors and Employees in order to promote ethical behaviour in all its business activities and in line with the best governance practices. This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy. The policy is available on the website of the company https://www.billwinindustries.com/policies/.

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints of sexual harassment have been received by the company.

Your company has in place the code of conduct to regulate, monitor and report trading by Directors and Designated Employees in order to protect the investor's interest as per Securities and Exchange of Board of India (Prohibition of Insider Trading) regulations, 2015. As per the code periodical disclosures and pre-clearances for trading in securities by the Directors, Designated Employees and Connected Persons is regulated and monitored.

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas. The Company has the risk management and internal control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same.

Your company believe that the employees are key contributors to the success of the business. Your company focus on attracting and retaining the best possible talent. This attribute helps employees garner a sense of brotherhood with the management which ultimately produces exemplary results for the entire organization. Company's manpower is a prudent mix of the experienced and youth which gives the dual advantage of stability and growth. Entire work processes and skilled, semi-skilled and unskilled resources together with management team have enabled to implement your company's growth plans. Your Company believes that the human resources are a very important part of its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement and other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing facility is available for outstation employees.

As required under the Section 197 of Companies Act, 2013 and read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required to be given in the report.

The information required pursuant to section 197(12) read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2023-24 forms part of this report as "Annexure-B".

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status of the Company's and its future operation.

The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.

During the period under review there were no such directors being appointed in the company.

Retirement by Rotation:

Mr. Pritish Subrata Dey (DIN: 08235311) Director, who retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

During the period under review there were no such Director being resigned from the Company. Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

During the period under review there were no such appointment or resignation of Key Managerial Personnel being done in the Company.

All independent directors have given declarations confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a separate meeting on March 17, 2024 without the attendance of Non-Independent Director and Members of management. All the Independent Directors were present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board business. During the year, 8 (Eight) Board Meetings were held. The maximum time gap between any two consecutive meetings did not exceed 120 days. The necessary quorums were present for all the meetings.

During the year under review the Board met Eight(8) times. The details of the directors meeting along with the attendance are as follows:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning etc. The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in terms of the requirements of the Companies Act, 2013. Further, the individual directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD 0F DIRECTORS

Terms of Reference:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. These broadly includes

(i) Develop an annual plan for Committee

(ii) review of financial reporting processes,

(iii) review of risk management, internal control and governance processes, (iv) discussions on half yearly and annual financial statements,

(v) interaction with statutory, internal auditors,

(vi) recommendation for appointment, remuneration and terms of appointment of auditors and (vii) risk management framework concerning the critical operations of the Company. In addition to the above, the Audit Committee also reviews the following:

a) Matter included in the Director's Responsibility Statement.

b) Changes, if any, in the accounting policies.

c) Major accounting estimates and significant adjustments in financial statement.

d) Compliance with listing and other legal requirements concerning financial statements.

e) Disclosures in financial statement including related party transactions,

f) Qualification in draft audit report.

g) Scrutiny of inter-corporate loans & investments.

h) Management's Discussions and Analysis of Company's operations.

i) Valuation of undertakings or assets of the company, wherever it is necessary.

j) Letters of Statutory Auditors to management on internal control weakness, if any.

k) Major non routine transactions recorded in the financial statements involving exercise of judgement by the management.

l) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors considering their independence and effectiveness, and recommend the audit fees.

m) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

Committee Constitution is as follows:

The Audit Committee consists following member. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise.

During the year under review 5 (Five) meetings were held on the following dates: 30.05.2023, 22.07.2023, 22.08.2023, 13.11.2023 and 18.03.2024.

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section.

The Committee is empowered:- a. Formulation of the criteria for determining the qualifications, positive attributes and independence of Director; b. Identification and assessing potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as

Directors / Independent Directors on the Board and as Key Managerial Personnel's; c. Support Board in evaluation of performance of all the Directors & in annual self-assessment of the Board's overall performance; d. Conduct Annual performance review of MD and CEO and Senior Management Employees; e. Administration of Employee Stock Option Scheme (ESOS); f. Formulate a policy relating to remuneration for the Directors, Committee and also the

Composition of the Nomination & Remuneration Committee is as follows:

During the year under review 2 (Two) meetings were held on the following dates: 22.08.2023 and 13.11.2023.

The Stakeholder Relationship Committee consists of the following Directors as given below. The Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the Committee is as follows: i) Terms of Reference: The terms of reference of the Committee includes the following: a) To review all complaint recorded in Scores of SEBI and replies made to the same by RTA/Company Secretary. b) To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken by the Registrars. c) To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies. d) To review grievances of other stakeholders of the Company given in their individual capacity. e) Overview activities relating to share maintenance and related work. The composition of Share Transfer/Investor Grievance Committee is as follows:

During the year under review 4 (Four) meetings were held on the following dates: 30.05.2023, 22.08.2023, 13.11.2023 and 18.03.2024.

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31^st March, 2024 are NIL.

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 wherever applicable, are given in the notes to the Financial Statements.

The Company is now listed on the SME Platform of the BSE with effect from June 30, 2020. At present, the equity shares of the Company are listed on the following Stock Exchanges: BSE Limited Stock Code: 543209 P.J.Towers, Dalal Street Mumbai - 400 001

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE0CRS01012 has been allotted for the Company. 100% of the Company's Paid-up Share Capital is in dematerialized form as on 31^st March, 2024.

All share transfer, dematerialization and related work is managed by Registrar and Share Transfer Agent (RTA). M/s. Bigshare Services Pvt. Ltd., is your Company's RTA. All share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. should be addressed to the registrar and transfer agents.

The Company's CIN as allotted by the Ministry of Corporate Affairs ("MCA") is

L18104MH2014PLC252842

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the Designated Employees have confirmed compliance with the Code.

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management's discussion and analysis is presented in a separate section forming part of the Annual Report.

The Company being listed on the Small and Medium Enterprise Platform (BSE SME PLATFORM) is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is Pertinent to mention that the Company follows Majority of the provisions of the corporate governance voluntarily.

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April, 2017.

Your Company did 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).

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 and that such systems are adequate and operating effectively.

Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the Financial Year 2023-24 as per the SEBI Notification dated 22 December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has a code of conduct for all its Board members and senior management personnel which is available on https://www.billwinindustries.com/wp-content/uploads/2020/04/01.-Code-of-Conduct-for-Directors-Senior-Management.pdf. All Board members and Senior Management Personnel (as per Regulation 26(3) of the Listing Regulations) have affirmed compliance with the applicable Code of Conduct.

No application has been made or any proceeding is pending under the IBC-2016.

During the period under review, the Company has never made any one-time settlement against the loans obtain from banks and financial institution and hence this clause is not applicable.

The statements forming part of the Director's Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual performances 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.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.