Yours truly, Independent Auditor's Report 51-52

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2 Letter of Transmittal Contents Page ice of the 11th Annual General Meeting All Shareholders of Unique Hotel & Resorts Ltd. Securities and Exchange Commission (SEC) Dhaka Stock Exchange Ltd. (DSE) Chittagong Stock Exchange Ltd. (CSE) All other stakeholders Dear Sir, We are pleased to present you a copy of the Annual Report of Unique Hotel & Resorts Ltd.(The Owner of The Westin Dhaka - a five star hotel in Dhaka, Bangladesh) for the year ended 31 December 2011 together with the Audited Financial Statements which comprise the statement of financial position as at 31 December 2011, and the statement of Comprehensive Income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. The Annual report will be available in the website of the Company at Thank you for your support and confidence on us. ice of the 11th Annual General Meeting 3 Company Profile 4 Corporate y 5 Board of s 6 Corporate Management 7 Management 8 Product and Services 9-10 Stakeholder's Information Chairpason's Message 17 Message of Managing Corporate Governance 22 Report of the Board of s to the Shareholders Additional Statements of the Board of s NOTICE is hereby given that 11th Annual General Meeting(the AGM ) of the Shareholders of Unique Hotel & Resorts Ltd.(The owner of The Westin Dhaka -a five star hotel in Bangladesh) will be held on Thursday 18th October 2012, at a.m. at Bashundhara Convention Center-2, Bashundhara Residential Area, Baridhara, Dhaka to transact the following business: AGENDA 1. To receive and adopt the Company s Statement of Financial Position as of December 31, 2011 and the Statement of Comprehensive Income, Statement of Changes in Equity, es to the Financial Statements along with the Statement of Cash Flows for the year ended on the same date. 2. To elect s. 3. To approve Independent s, as nominated by the Board of s. 4. To approve the Dividend for the year ended 31 December 2011, as recommended by the Board of s. 5. To appoint Auditors and fix their remuneration. By Order of the Board Yours truly, Certificate on Corporate Governance Guidelines 49 Independent Auditor's Report Statement of Financial Position 53 Dated: 14 September 2012 Md. Tahorim Hossain Talukder Company Secretary Md. Tahorim Hossain Talukder Company Secretary Statement of Comprehensive Income 54 Statement of Changes in Equity 55 Statement of Cash Flows 56 es to the Financial Statements Form of Proxy and Attendance Slip 85 es : The Record Date of the Company is (which was intimated earlier). Members whose name appeared in the Company s registrar (certificated and depository) at the close of business on the Record Date, will be entitled to attend the AGM. A Member eligible to and vote in the AGM is entitled to appoint a proxy to attend and vote on his/her behalf, No person shall act as proxy unless he/she is entitled to be present and votes in the AGM in his/her own right. The proxy form, duly stamped, must be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for the AGM. Admission into the AGM venue will be allowed on production of the Attendance Slip attached with the Proxy Form. No gifts and goods will be given at the AGM Contents Page Company Profile Corporate y Board of s ice of the 11th Annual General Meeting 1 Company Profile 2 Unique Hotel & Resorts Ltd. is a Public Limited Company incorporated in Bangladesh on 28 November 2000 under the Companies Act, The company was listed with Dhaka Stock Exchange and Chittagong Stock Exchange on 14 June 2012 and 5 June 2012 respectively. The address of the registered office of the company is Plot#01, CWN (B), Road#45, Gulshan-2, Dhaka-1212.Head office of the Company is at 45 Kemal Ataturk Avenue, Banani, Dhaka Borak Real Estate (Pvt.) Ltd. holds 23.93% share in the Company. The company is its associate company. The company has no subsidiary. Unique Hotel & Resorts Ltd, the owner of The Westin Dhaka a five star hotel in Bangladesh, started its commercial operation from 1st July The principal activities of the Company throughout the period were carrying out hotel business. The business activities connected with the hotel business is carried out through a management Contract dated 17th December 1999 executed between Unique Hotel & Resorts Ltd ( the owning Company ) and Westin Asia Management Co. ( the operator ), a wholly-owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc. In terms of Management Contract, the Operator is entitled to receive base fee, license fee, incentive fee and institutional marketing fee from the Owning Company on account of operation of the Hotel only. In addition, under the agreement, the Operator is entitled to receive office base fee and office incentive fee from the Owning Company on account of office space rented out in the Hotel premises. Vision To be the leading Pioneer in bringing Leading Hotel management and constructing them following ISO Standards and Proving most efficient Customer Service and be the first of its kind in Bangladesh and gradually become one of the Leaders in them Asia Region. Mission To thoroughly understand the needs of patrons and associates, to consistently surpass their expectations by delivering personal and intuitive services to them along with surpassing world class customer service to our clients. Date of Incorporation Date of commencement of business License from Ministry of Civil Aviation & Tourism License of Energy Regulatory Commission License of Ministry of Environment Signing of Management Contract with Star wood International Hotel Chain, USA Approval of Initial Public Offering by the Security and Exchange Commission Listing with Chittagong Stock Exchange Ltd Listing with Dhaka Stock Exchange Ltd Mrs. Salina Ali Chairperson Mr. M.H. Chowdhury Mr. Mohd. Noor Ali Managing Mr. Gazi Md. Shakhawat Hossain Corporate Managemen 3 Vision, Mission, Core Values and Credit Rating Information Corporate y Board of s Corporate Management Management Product and Services Stakeholders Information Chairman's Message 4 Message of Managing 5 Corporate Governance Report of the Board of s to the Shareholders 6 Additional Statements of the Board of s Certificate on Corporate Governance Guidelines Independent Auditor's Report Statement of Financial Position Statement of Comprehensive Income Core Values S-Synergy P-Preparedness I-Innovative Mind R-Rating Customers First I-Improving Continuously T- Teamwork. Credit Rating The Credit rating of the Company was caused by Credit Rating Information and service Ltd.(CRISL) based on the Financial Statement dated 31 December 2010 and was awarded AA in the Long Term and ST-1 in the Short Term. Miss. Nabila Ali 4 5 6

3 Corporate Management Management Product and Services Product and Services Board of s Mrs. Salina Ali- Chairperson Mr. Mohd. Noor Ali- Managing Mr. M.H. Chowdhury- Mr. Gazi Md. Shakhawat Hossain- Mis. Nabila Ali- Company Secretary Md. Tahorim Hossain Talukder Registered Office: The Westin Dhaka Plot# 1, CWN(B), Main Gulshan Avenue Gulshan-2, Dhaka-1212 Bangladesh Telephone: (880 2) Fax: (880 2) Web: Corporate Office: Unique Oval 45 Kemal Ataturk Avenue Banani, Dhaka-1213 Bangladesh Telephone: (880 2) , Fax: (880 2) Web: info@uhrlbd.com Auditors SF Ahmed & Co. Chartered Accountants House 25, Road 13A, Block D Banani, Dhaka 1213 Tel: (8802) Fax: (8802) Bankers Prime Bank Ltd. Southeast Bank Ltd. The City Bank Ltd. United Commercial Bank Ltd. Janata Bank Ltd. Sonali Bank Ltd. IFIC Bank Ltd. National Bank Ltd. Mercantile Bank Ltd. Agrani Bank Ltd. Eastern Bank Ltd. Dutch Bangla Bank Ltd. Shahjalal Islami Bank Ltd. Operation: Mr. Azeem ur Rahman Shah, JP Mr. Jishu Tarafdar Mr. Tony Khan Lt. Col. Zillur Rahman Mr. Mostafa Noor - E - Safa Mr. Sudarshan Shyamal Weerawatte Mr. Arman Al-Huda Mr. SAM Imran Chowdhury Finance & Accounts: Mr. Aftab Ansary Mr. Francis Gomes Mohammad Golam Sarwar ACA Mr. Mahabub Alam Md. Abu Bakar Siddique Mohammad Abdul Jalil Mr.Shahriar (Roman) Share Department Mr. Md Abdul Kaiwm Sikder Mr.Mohammad Maruf-Bin-Wali Designation General Manager operation and Owner's Representative Executive Chef Head of Safety & Security Head of Marketing Food & Beverage Manager Manager-HR & Training Asst. IT Manager Financial Controller Assistant Financial Controller Chief Financial Officer (CFO) Chief Internal Auditor DGM (Accounts) DGM (Corporate Affairs) AGM (Commercial) Assistant Manager Executive Officer Five star hotel Business The Company established a five star hotel at Gulshan-2, Dhaka in The hotel is being operated under international chain hotel brand "The Westin Dhaka" vides a management Contract with Westin Asia Management Co. ("the operator"), a wholly-owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc. The Westin Dhaka: WESTIN HOTEL has 241 rooms of different categories including Presidential Suite featuring the Heavenly Bed to meet the requirements of its diversified range of guests. There are 203 Standard Rooms of approximately 380 sqft area; 37 Suites equivalent to 2-3 standard rooms; and 1 Presidential Suit of 1,411 sqft in size with a hall and state of art facilities. Other facilities include: Italian Cuisine "Prego" Restaurant at Level 23 along with Show Kitchen which nourishes the spirit with rich colors, flavors, aromas and true taste of Italy in a tranquil and exquisite impression Sate of Art Business Centre with Board Room offering 24-hour services of printing, copying, self-service PC and wireless internet; Executive Lounge at Level 21 for VIP guests ; Quality Westin Standard Bakery Facility for guests/customers; State of Art separate Male and Female Health Club featuring top-of-the-line fitness equipment including cardiovascular equipment, weight machine, steam room, jacuzzi and sauna and SPA package of two-hour everyday with the offer of 15% discount on further treatments booked on the same day; Unique Design SPA swimming pool at Level 5 which is temperature controlled; Ballroom Pre-Function/Meeting Space for 700 people with state-of the-art audio-visual equipment, nonsmoking event facilities and new generation setup for events in modern ; Shopping Arcade of 1,600 sqft with the facility of cash machine and currency exchange and also nearby shopping facilities such as Nandan, Bashundhara Shopping Mall, Aarong and Shoppers World; Babysitting services, Westin Kids Club Amenities and Kids Pool to offer the kids a joyous atmosphere; Facility of Luggage storage and safe deposit boxes; Wireless Internet Facility accessible from all guest rooms and lobby and high-speed internet access throughout the hotel; In-house Valet Laundry Facility for guests/customers; Car Parking for 600 vehicles to accommodate for meetings and events and Limousine service; Seven Lifts and two Escalators for guests/customers providing the guests with the opportunity to avoid waiting in lines. The Company is catering the needs of the following categories of foreign clients : -Retail -Leisure Non-con -Transient Non-con -Transient Corporation Contracted -Group Corporation -Air Crew -Complementary

4 Interior Facilities at The Westin Dhaka Interior Facilities at The Westin Dhaka 11 12

5 Value Added Statement Source of Value Addition: Shareholding Composition SL Shareholders Group No. of Share % of holdings No. of Share % of holdings Revenue 1,844,119,029 1,549,669,303 Financial Expenses 86,0,812 40,332,097 Sub-total 1,758,079,217 1,509,337,206 Non-operating Income 572,432, ,276,534 Sub-total 2,330,512,088 2,078,613,740 Operating expenses excluding salary, allowances and depreciation 721,005, ,091,112 Retained Earnings % Salary & Allowances 7% Provision for tax 17% Total 1,609,506,227 1,465,522,628 Retained Earnings 50% Salary & Allowances 7% Provision for tax 0% Depreciation 11% Dividend 0% Tax Holiday Reserve 32% Shareholding Composition 2011 General Public 20% NRB 0% Institution 25% Government 0% Sponsor/ 55% Shareholding Composition Sponsor/ 126,136, % 121,799, % 2 Government - 0% 0% 0% 3 Institution 58,321, % 61,847, % 4 NRB - 0% 0% 0% 5 General Public 45,541, % 46,352, % Pattern of Shareholding and No. of shareholders Share Holding Range Number Of Share Holders Percentage of share holding No. of Share Percentage of share holding , , , , , Distribution of Added Value: Salary& allowances 104,650, ,821,324 Provision for tax 271,922,201 7,133,646 Tax Holiday Reserve 268,972, ,936,123 Dividend 130,105,318 - Depreciation 185,616, ,096,368 Retained Earnings 648,2, ,535,167 NRB 0% Institution 27% General Public 20% Government 0% / Sponsor 53% /Sponsor Government Institution NRB General Public , ,092, ,640, ,735, ,847, Total 1,609,506,227 1,465,522,628 No. of Employee Total ,000, Value Added Per Employee 3,291, ,758, Top 10(ten) shareholders on the basis of share holding as on 31 December 2011: Sl. No. Name of Shareholders No. of Shares held % of holding No. of Shares held % of holding 1 Mr. Mohd. Noor Ali 14,400, % 14,400, % 2 Mrs. Salina Ali 13,947, % 13,947, % 3 Borak Real Estate (Pvt.) Ltd. 55,037, % 50,700, % 4 Miss. Nabila Ali 11,400, % 11,400, % 5 Miss. Nadila Ali 11,400, % 11,400, % 6 Miss. Nadiha Ali 11,400, % 11,400, % 7 Unique Eastern (Pvt.) Ltd. 19,100, % 19,100, % 8 Borak Travels (Pvt.) Ltd. 12,250, % 12,250, % 9 Purnima Construction (Pvt.) Ltd. 11,200, % 11,200, % 10 Anannya Development(Pvt.) Ltd. 11,200, % 11,200, % 16

6 Bangladesh is one of the emerging economies in the world. It attracts thousands of foreign tourists, especially the businessmen and ready-made garment buyers every year, which help boost the growth of the hospitality industry. The hospitality industry in Bangladesh will flourish further in coming days as the country's economy is growing fast with the increased flow of tourists and businessmen to the country. Businessmen around the world have chosen Bangladesh as one of the lucrative places for investment for its big market. This is helping the hospitality industry take into a new height. Corporate Governance Report of the Board of s to the Shareholders If the political situation in the country remains stable, the hospitality industry will grow further and will emerge as one of the important industries in the country within a few years. Financial Performance Highlights: Operating revenue of the Company increased by 19% during the year Profit before tax for the year ended 31 December 2011 stood at Tk. 1,319,2,118 as against Tk. 1,192,471,291 over the same period of the year 2010 which means 11% increase in profit over the corresponding figures of the year However, provisioning for income tax on the profit for the half year in 2011 has caused the Net Profit after tax to reduce by 12% during 2011 as compared to that of during The company enjoyed tax holiday facility up to June 30, Despite the imposition of income tax the company has attained a handsome amount of profit in The Company believes and follows a high standard of corporate governance with clearly defined powers and responsibilities of the Board, Policy Committee and of the shareholders. Our corporate governance is based on the principles of 100% compliance with the laws of Bangladesh in which we operate and open and transparent communications with all shareholders. The Company ensures compliance with the accounting and reporting standards in accordance with the requirements of the Securities and Exchange Commission and applicable laws. Roles and responsibilities of the Board The Board of s of the Company is the ultimate body for the overall management and business of the Company. The Board of s meets at least once a quarter. 4(four) meetings of the Board were held during the year ended on December 31, Under section 184 of the Companies Act, 1994 and notification dated 7 August 2012 from the Securities and Exchange Commission. Dear Valued Shareholders, The Board of s of Unique Hotel & Resorts Ltd.(the "Company") would like to welcome you with pleasure to the 11th Annual General Meeting of the Company and to present their report on the state of the Company's affairs and the audited financial statements of the Company for the year ended on December 31, State of the Company's Affairs As you are aware, the Company raised its share capital through Initial Public Offering (the "IPO") by issuing 26,000,000 (including premium of Tk.65 each) in the year Thanks to the enthusiastic shareholders. The proceeds of the IPO will be utilized to repay term loans and to build 3(Three) more new 5 star international chain hotels in Dhaka. The IPO has placed the company in a sound financial footing and it will be in a better position to increase shareholders wealth through capitalizing on opportunities to grow in a rapidly growing hospitality sector. I would like to convey my sincere thanks and gratitude to the chairperson and the Board of s of UHRL for their support, guidance and cooperation. My deepest gratitude and thanks to the Chairman of the Securities and Exchange Commission, the President of Dhaka Stock Exchange Ltd., Chittagong Stock Exchange Ltd., Issue Managers and Bankers to the issuers for their cooperation in our IPO and listing with Stock exchanges. Thanks are truly due to all our customers and shareholders who extended unflinching support and kept faith in us. AGM Roles and responsibilities of the Policy Committee The policy committee consists of the General Manager of The Westin Dhaka, Financial Controller- The Westin Dhaka, operation of UHRL (Owner's Representative). The Company Secretary acts as the conveyor of the Policy Committee. The Policy Committee is playing a key role in coordinating the performance by Owner and Operator of their respective obligations under the Management Contract so that the operation and promotion of the Hotel may be conducted in an efficient manner and under the terms and provisions of the management contract. Internal Audit Internal audit is being carried out by Hoda Vasi Chowfhury & Co. a renowned Chartered Accountancy firm in Bangladesh along with internal audit team of The Westin Dhaka. Financial Performance The s take pleasure in reporting the Financial Results of the Company for the year ended December 31, 2011 as follows: Particulars Operating revenue 1,844,119,030 1,549,669,303 Profit before tax 1,319,2,188 1,199,604,937 Income tax 271,922,201 7,133,646 Profit after tax 1,047,316,987 1,192,471,291 Statutory Audit The Statutory audit is governed by the Companies Act, 1994, The Securities and Exchange Commissions Ordinance, 1969, Securities and Exchange Rules 1987 and applicable laws of Bangladesh, which explicitly provides guidelines for the appointment, scope of work and retirement of auditors. Transferred to Tax Holiday Reserve 268,972, ,988,517 Profit available for distribution among shareholders 778,344, ,482,774 Earnings per share Mohd. Noor Ali Managing Legal and Compliance Throughout years of operation, we have been fully compliant with applicable laws. We methodically and periodically check the legal requirements and ensure that necessary permissions to perform business are obtained. Operating revenue of the Company increased by 19% during the year Profit before tax for the year ended 31 December 2011 stood at Tk. 1,319,2,188 as against Tk. 1,192,471,291 over the same period of the year 2010 which means 11% increase in profit over the corresponding figures of the year However, provisioning for income tax on the profit for the half year in 2011 has caused the Net Profit after tax to reduce by 12% during 2011 as compared to that of during The company enjoyed tax holiday facility up to June 30, In spite of the imposition of income tax the company has attained a handsome amount of profit in Payment of Dividend: As the Company has recorded a handsome profit of Tk1,047,316,987 in the year 2011, the Board of s of the Company recommended 15% Cash and 15% Stock Dividend per share for the year Auditors Pursuant to Section 210 of the Companies Act, 1994, the Company's statutory auditors M/S. SF Ahmed & Co, Chartered Accountants retire at the 11th Annual General Meeting. ; and being eligible, offer themselves for re-election. SF Ahmed & Co. has expressed its willingness for reappointment. s The Company has five (5) s in the Board including Managing. Pursuant to the companies Act, 1994, one third of the s, shall retire by rotation in every ordinary general meeting. Accordingly, two directors of the Company will retire at the 11th Annual General Meeting. The retiring s are Mrs. Salina Ali and Mr. Mohd. Noor Ali. Being eligible they offer themselves for re-election. As per the notification dated 07 August 2012 from the Securities and Exchange Commission, the directors make additional statements (as par condition # 1.5) and furnish compliance report (as par condition # 7) in Annexure-I and Annexure-II respectively attached herewith. (Additional Statements by the Board of s as per condition # 1.5 of the notification dated 7 August 2012 from the Securities and Exchange Commission : (i) Industry Outlook and possible future developments in the Industry: The country's booming hospitality industry has maintained an impressive 23 per cent growth in the first half of the current calendar year, thanks to political stability and increased flow of foreign tourists and businessmen. The hospitality industry is expected to grow to a new height as four five-star hotels in Dhaka earned nearly Tk. 1, million revenue in first six months of 2012, Tk million up compared to the same period of previous year. Bangladesh is one of the emerging economies in the world. It attracts thousands of foreign tourists, especially the businessmen and ready-made garment buyers, every year, which help boost the growth of the hospitality industry. The hospitality industry in Bangladesh will flourish further in coming days as the country's economy is growing fast with the increased flow of tourists and businessmen to the country. Businessmen around the world have chosen Bangladesh as one of the lucrative place for investment for its big market. This is helping the hospitality industry take into a new height. If the political situation in the country remains stable, the hospitality industry will grow further and will emerge one of the important industries in the country within a few years. (ii) Segment-wise or product-wise performance Name of the Segment Segmental Revenue Amount in Tk. % of % of total total revenue revenue Amount in Tk. Increase/Decrease over last year Amount in Tk. % Rooms 951,376,224 54% 805,0,208 54% 146,337,016 18% Beverage- Banquets & Conferencing 12,710,643 1% 15,558,993 1% (2,848,350) -18% Food- Restaurant & Bars 4,727,617 22% 317,241,185 21% 77,486,432 24% Minor Operating Department 43,309,593 2% 51,911,706 4% (8,602,113) -17% Food- Banquets & Conferencing 116,787,207 7% 97,842,421 7% 18,944,786 19% Others- Restaurant & Banquets 69,606,003 4% 34,575,660 2% 35,030, % Beverage- Restaurant & Bars 156,284,804 9% 150,792,585 10% 5,492,219 4% Misc. Income 24,090,831 1% 10,091,223 1% 13,999,608 1% For and on behalf of the Board of s Total Revenue 1,768,892, % 1,483,052, % (iii) Risks and concerns: a. Interest Rate Risk Interest rate risk is the risk that company faces due to unfavorable movements in the interest rates. Changes in the government's monetary policy, along with increased demand for loans/investments tend to increase the interest rates. Such rises in interest rates mostly affect companies having floating rate loans or companies investing in debt securities. Ms. Salina Ali Chairperson Since the Unique Hotel & Resorts Limited has not borrowed funds at flexible rate, hence, the increase in interest rate in the money market will not increase the company's financial cost. However, in case the interest rate comes down, the company can prepay the previous debts and avail itself new debt facility at a lower cost, if required. The company has been repaying borrowed funds on a continuous basis to reduce such interest risk

7 GLIMPSES OF 10TH AGM GLIMPSES OF 10TH AGM 20 21

8 b. Exchange Rate Risk Exchange rate risk occurs due to changes in exchange rates. As the Company imports equipment from abroad and also earns revenue in foreign currency, unfavorable volatility or currency fluctuation may affect the profitability of the Company. If exchange rate is increased against local currency opportunity will be created for generating more profit. f. Potential or Existing Government Regulations The Company operates under the Company Act 1994 and other related regulations, Income Tax Ordinance 1984, Income Tax Rules 1984, Value Added Tax (VAT) Act 1991 and Value Added Tax (VAT) Rules Any abrupt changes of the policies made by the regulatory authorities may adversely affect the business of the Company. (iv) Cost of Goods Sold, Gross Profit Margin and Net Profit Margin: (vi) Related Party transactions: (i) Key Managerial Personnel : Sl. No. Name Designotion During 2011 During 2010 Unique Hotel & Resorts Limited changes the price of their services in accordance with the change in exchange rate to mitigate the effect of unfavorable volatility in exchange rate on the company's earnings. c. Industry Risks Industry risk refers to the risk of increased competition from foreign and domestic sources leading to lower prices, revenues, profit margins, market share etc which could have an adverse impact on the business, financial condition and results of operation. The Company continuously carries out research and development (R&D) to keep pace with the customer choices and fashions. d. Market Risks Market risk refers to the risk of adverse market conditions affecting the sales and profitability of the company. Mostly, the risk arises from falling demand for the product or service which would harm the performance of the company. On the other hand, strong marketing and brand management would help the company increase their customer base. The company's brand "Westin" has a very strong image in the local and international market. Westin Asia Management Co. (a fully-owned subsidiary of Starwood Hotel and Resorts Worldwide Inc.) also has the reputation of providing quality hotel management services. Moreover, the demand for five star hotels in the country is increasing while there are very few five star hotels to meet the demand. Strong brand management and quality service has enabled the company to capture significant market share in the sector. The company is continuously penetrating the market and upgrading the quality of their service to minimize the risk. e. Technology Related Risks Technology always plays a vital role for each and every type of business. Better technology can increase productivity and reduce costs of production. Firms are exposed to technology risks when there are better technologies available in the market than the one used by the company which may cause technological obsolescence and negative operational efficiency. The Company is aware of technological changes and has adopted new technology according to its needs. Furthermore, routine and proper maintenance of the equipment carried out by the Company ensures longer service life for the existing equipment and facilities. Since the Company Operates in hospitality sector, the Government regulations are mostly investmentfriendly. However, unless any policy change that may negatively and materially affect the industry as a whole, the business of the Company is expected not to be affected. As it is an emerging sector, it is highly unlikely that the Government will frustrate the growth of the industry with adverse policy measures g. Changes in Global or National Policies The performance of the Company may be affected due to unavoidable circumstances both in Bangladesh and worldwide, such as war, terrorism, political unrest in the country or customer countries. Changes in global or national policies may also adversely affect the economy in general. The risk due to changes in global or national policies is beyond control of any company. The management of the company is always concerned about the prevailing and future changes in the global and national policy and shall response appropriately and timely to safeguard its interest. The company's strong brand image and worldwide customer base will enable it to withstand any such potential threats. h. History of Non-Operation, if any There is no history of non-operation in the case of The Company. To overcome these uncertainties, the Company has its own power backup, scientific inventory management and continuous market promotion systems, which reduce the non-operating risk. i. Operational Risks Non-availabilities of materials/equipment/services may affect the smooth operational activities of The Company. On the other hand, the equipment may face operational and mechanical failures due to natural disasters, terrorist attacks, unforeseen events, lack of supervision and negligence, leading to severe accidents and losses. The Company is equipped with power backup and security (CCTV) systems, which reduce operational risk. Besides, the equipment is under Insurance coverage in order to get reasonable compensation for any damages. Apart from these, routine security check and proper maintenance of the equipment also reduce/eliminate the operational risk. Particulars Revenue 1,844,119,030 1,549,669, ,449, % Cost of Goods Sold 367,476,310 3,092,528 28,383, % Gross Profit 1,476,642,720 1,210,576, ,065, % Net Profit 1,047,316,987 1,192,471,291 (145,154,304) (12.17%) Cost of Goods Sold in 2011 increased by 8.37% only as compared to the year 2010 due to growth in overall revenue by 19% in 2011 over the year Gross profit registered a robust 21.98% growth in However, Net Profit registered a 12.17% negative growth in 2011 due to imposition of income tax on the profit of the company recorded after 30 June The Company enjoyed tax holiday facility up to 30 June (v) Continuity of Extra-ordinary Gain or loss: Gain or loss arising from Investment activities will continue in the coming year. Increase/ (Decrease) Increase/ (Decrease) (Tk.) (%) (ii) Sister Concern: During the year the Company carried out a number of transactions with related parties on an arm's length basis. Name of those related parties, nature of those transaction and their total value has been shown in details in the notes to the Financial Statement in accordance with the provisions of BAS-24- "Related Party Disclosure". (vii) Utilization of Proceeds from Public Issue, right issue and/or through any others instruments: The company did not raise share capital through Public issue/right issue or through any other instruments during the year 2011.However, the Company raised its capital on by issuing 3 core ordinary share. The proceeds of the issue has been utilized in purchasing fixed assets (land at Gulshan and Kuakata), repaying term loan and meeting construction costs of the ongoing hotel at Banani, Dhaka. (viii) That, there are no significant variations after the company go for Initial Public Offering (IPO) in the financial results. (ix) That, the Company was listed in 2012, so the provision of the Securities Laws as to the preparation of the quarterly statement was not applicable to the Company. Accordingly, the Company did not prepare quarterly report in (x) 1 Mrs. Salina Ali Chairperson Mr. Mohd. Noor Ali Managing 3 Mr. M.H. Chowdhury Nominated D ire tor by Borak Travels (Pvt.) c Ltd. 4 Mr. Gazi Md. Shakhawat Hossain Nominated Diretor by Unique Eastern (Pvt.)Ltd. 5 Ms. Nabila Ali Remuneration of Managing : The Managing of the Company did not receive any remuneration during the year (xi) That the financial statements prepared by the management of the Company present fairly its state of affairs, the result of its operations, cash flows and changes in equity. B) The statement of operating results of the company is as follow: (xii) That, proper books of account of the Company have been maintained. (xiii) That, appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment. (xiv) That, the International Accounting Standards(IAS)/Bangladesh Accounting Standards(BAS) /International Financial Reporting Standards(IFRS)/Bangladesh Financial Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there from has been adequately disclosed. (xv) That, the system of internal control is sound in design and has been effectively implemented and monitored. (xvi) That, there are no significant doubts upon the Company's ability to continue as a going concern. (xvii) That, there are no significant deviations from last year in operating results. (xviii) Summary of key operating and financial data of preceding five years: A) The statements of assets and liabilities of the company are as under: Property and Assets Non-Current Assets 20,294,154,149 11,150,682,820 3,683,814,075 3,692,290,916 2,679,758,141 Property, Plant and 18,868,401,136 10,568,058,820 8,246,061,389 3,678,047,999 3,690,324,840 Equipment Construction work in 1,425,753, ,624, Progress Preliminary Expenses - - 5,991,076 5,766,076 1,966,076 Current Assets 4,675,793,920 4,3,196,348 1,010,857,651 3,388, ,2,560 Inventories 78,126,515 71,179,103 63,714,282 79,818,871 42,930,305 Investment 3,615,146,112 2,032,719, Accounts Receivable 48,316,850 68,158,502 48,842,165 73,289,010 22,252,534 Other Receivables 4,950,563 5,757, ,618, Advances, Deposits and 349,610,309 1,336,041, ,230,365 74,589,530 44,668,364 Prepayments Fixed Deposit Receipts 74,196,885 79,777,343 73,589, with banks Cash and Cash Equivalents 505,446, ,562,494 3,862, ,691,296 66,388,356 TOTAL ASSETS 24,969,948,069 15,543,879,168 9,262,910,116 4,077,202,782 3,868,530,476 Shareholders Equity & Liability Shareholders' Equity 22,754,461,063 1,153,283,311 13,949,077,313 7,119,097,097 1,129,687,4 Ordinary Share Capital 2300,000,000 2,300,000,000 2,000,000,000 1,100,000,000 1,100,000,000 Share premium 4,494,008,924 4,494,008, Tax Holiday Reserve 944, ,247, ,311,158 33,461,377 9,623,028 Revaluation 13,619,213,312 5,533,098,221 4,653,820, Surplus Retained Earnings 1,7,019, ,722, ,965,619 19,821,934 20,064,411 Non-Current Liabilities 877,819, ,950,444 1,288,041,441 1,984,152,494 2,118,965,820 Non current Portion of 324,626, ,950,444 1,008,041,441 1,654,152,494 1,518,965,820 Secured Term Loan 12% Redeemable 90,000, ,000, ,000, ,000, ,000,000 Preference Share Capital Advance ,000,000 against Share (ICB) 12% Debentures - 160,000, ,000, ,000,000 Deferred Tax 463,192, Liability Current Liabilities 1,337,667, ,771,578 9,766, ,877,217 Current portion of long term loan 122,676, ,676, ,771, ,472,626 Current portion 15,000,000 15,000,000 15,000, % Redeemable Preference Share Capital Short term loan 428, ,893, ,004, Due to Operator and ,706,695 24,035,040 47,121,995 15,708,456 its affiliates Accounts Payable ,144,088 16,874,181 29,061,440 24,825,248 Dividend Payable Other Payables 1,059,033, ,431, ,857, ,812, ,870,887 TOTAL LIABILITIES & SHAREHOLD ERS' EQUITY 24,969,948,069 15,543,879,168 9,262,910,116 4,077,202,782 3,868,530,476 Comprehensive Income Operating revenues Costs of Sales ,844,119,029 1,549,669,303 1,223,242,885 1,078,754, ,794, ,476,310 (3,092,528) (295,850,886) (327,559,880) (171,851,586) Gross Profit 1,476,642,719 1,210,576, ,1, ,194, ,943,065 Administrative and other 373,412,847 (325,083,034) (286,094,437) (274,654,090) (84,410,708) expenses Operating Profit 1,103,229, ,493, ,297, ,540,792 52,532,357 Head office expenses 270,383,741 (214,833,241) (122,426,129) (127,761,693) (28,999,600) Interest Income/(expense) 407,130,7 75,093,964 (141,999,296) (336,644,809) - Gain/(loss) on (3,1,201) disposal of 355,644, Shares Other Income 82,653, ,405,621 53,121,329 47,461, ,813 Profit Before Tax 1,319,2,188 1,215,804, ,993,466 59,595,872 24,057,570 Provision for tax 271,922,200 (7,133,646) Net profit after Tax 1,047,316,987 1,208,671, ,993,466 59,595,872 24,057,570 Dividend paid on Preference Share (16,200,000) (18,000,000) - - Net Profit after tax and 1,047,316,987 1,192,471, ,993,466 59,595,872 24,057,570 dividend Add: Other Comprehensive Income: Revaluation Surplus of 8,280,729, ,500,000 4,653,820, fixed asset Total Comprehensive Income 9,328,046,829 2,035,971,291 5,065,813,786 59,595,872 24,057,

9 C) Dividend Particulars Cash dividend Stock dividend Cash Dividend payable for 2010 Selected Financial Ratios 130,105,318 Formula Formula Liquidity ratios : Current ratio (Times) Quick (Acid Test) ratio (Times) Times interest earned ratio (Times) Debt to equity ratio (Times) Profitability ratios : Gross Profit Margin Operating Profit Margin Net Profit Margin(NAPTM) Return on Assets(ROA) Return on Equity(ROE) Basic Earnings Per Share(Tk.) Diluted Earnings Per Share Face value per share Current assets / Current liabilities (Current assets- Inventories) / Current liabilities EBIT / Interest Expense Total debt / Total equity Gross profit/turnover 80.00% 78.12% 75.81% 69.64% 44.35% Operating Profit/Turnover 59.82% 57.14% 52.43% 44.18% 17.01% Net profit after tax /Turnover 56.79% 78.00% 35.15% 5.52% 7.79% Net profit after tax /Average Total Assets 5.17% 9.75% 6.45% 1.50% 0.72% Net profit after tax /Average Equity 5.77% 11.32% 9.96% 5.22% 2.15% Net profit after tax attributable to ordinary shareholders/weighted average number of ordinary shares Net profit after tax attributable to ordinary shareholders/latest no of potential ordinary share outstanding Share amount/number of shares (xix) Dividend For 2011: Financial Results Financial Results Net Profit After Tax(For the period) 1,047,316,987 1,192,471,291 Add: Un - appropriated profit from the previous year 565,721, ,965,619 Less: Prior year s adjustments 11,556, ,726,766 Profit available for appropriations 1,601,482,113 1,042,710,144 Recommended for appropriations: Transferred to Tax Holiday Reserve 268,972, ,988,517 Cash Dividend for ,105,318 Dividend f or 2011 Proposed (xx) The number of Board meetings held during the year and attendance by each director: 4 (Four) Board meetings were held during the year 2011 and the dates are , , and The s attended the Board Meetings as stated below: 1. Mr. Mohd. Noor Ali was present in person in 4(four) Board Meetings. 2. Ms. Salina Ali was present in person in 4(four) Board Meetings. 768,000,000 Un-appropriated profit carried to the next year 434,404, ,721, Mr. M.H. Chowdhury was present in person in 2(two) Board Meetings. 4. Mr. Gazi Md. Shakhawat Hossain was present in person in 4(four) Board Meetings. 5. Mis. Nabila was present in 1(one) meetings after her appointment as director on Mr. Neaz Ahmed was on leave during all the 3(three) meetings before his retirement on (xxi) The pattern of shareholding: (a) Parent/Subsidiaries and other related parties SL # Name of related parties 1 Borak Real Estate (Pvt.) Ltd. 2 Borak Travels (Pvt.) Ltd. 3 Unique Eastern (Pvt.) Ltd. 4 Purnima Construc tion (Pvt.) Ltd. 5 Anannya Development (Pvt.) Ltd. 6 Unique Ceramic Industries Ltd. Nature of relatio nship No. of Shares Held % of holding No. of Shares Held % of holding Sister concern 55,037, % 50,700, % Sister concern 12,250, % 12,250, % Sister concern 19,100, % 19,100, % Sister concern 11,200, % 11,200, % Sister concern 11,200, % 11,200, % Sister concern 99, % 99, % 7 Ms. Nabila Ali Daughter of MD 11,400, % 11,400, % 8 Ms. Nadiha Ali Daughter of MD 11,400, % 11,400, % 9 Ms. Nadila Ali Daughter of MD 11,400, % 11,400, % Total 143,087, % 138,750, %

10 (a) Shares held by s, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouse and minor children : SL Name of related Nature of # parties relationship Held % of Held % of holding 1 Ms. Salina Ali Chairperson 13,947, % 13,947, % 2 Mr. Mohd. Noor Ali Managing 14,400, % 14,400, % 3 Ms. Nabila Ali 11,400, % 11,400, % 4 Mr. M. H. Chowdhury Nominated by Borak Travels (Pvt.) Ltd. 0% l 0% 5 Mr. Gazi Md. Shakhawat Hossain Nominated Dire ctor by Unique Eastern (Pvt.) Ltd. CFO 6 Mohammed Golam Sarwar. ACA 7 Md.Tahorim Hossain Company Talukder Secretary 8 Mr. Mahabub Alam Chief Internal Auditor Total 0% l 0% 0% 0% 0% 0% 0% 0% e: The s shares shown in the above are as per the holdings in their personal names; but the shareholdings of the companies they represent are as follows: (b) Shares held by Executive Officer (Top Five Salaried Employees other than s, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouse and minor children): SL# Name of related parties Designation 1 Mr. Jishu Tarafder Operation 2 Mr. Azeemur Rahman General Manager 3 Mr. Aftab Ansary Financial Controller 4 Md. Abu Bakar Siddique 5 Mr. Mohammad Abdul Jalil (c) Shareholding ten percent (10%) or more voting interest in the Company: SL # Name of related parties 1 Borak Real Estate (Pvt.) Ltd. No. of % of No of % of Shares holding Shares holding Held Held 1, % 1, % DGM (Accounts) 2, % 2, % DGM (Corporate Affairs) 3, % 3, % Total 6, % 6, % Nature of relationship Sister Concern No. of % of No. of Shares Held holding Shares Held % of holding 55,037, % 55,037, % Total 55,037, % 55,037, % SL # Name of Companies 1 Borak Travels (Pvt.) Ltd. 2 Unique Eastern (Pvt.) Ltd. 3 Borak Real Estate (Pvt.) Ltd. Represented by M.H. Chowdhury Gazi Md. Shakhawat Hossain Ms. Nabila Ali % of Held holding Held % of holding 12,250, % 12,250, % 19,100, % 19,100, % 55,037, % 55,037, % (d) Appointment/Reappointment of s: Mohd. Noor Ali: Mohd. Noor Ali, Managing of the Company, retire by rotation under Article 104 of the Company's Articles of Association; and being eligible, offer themselves for re-election. Mr. Ali has expressed his willingness for reappointment. Mr. Ali obtained post graduation degree in Sociology from Dhaka University and is in business since Mr. Ali established the unique group of companies having diverse business interests including real estate, ceramics, air travel and aviation, power, hotel, tourism, banking, finance and investment, training and manpower export. Mr. Ali traveled many countries of the world including USA, UK, Canada, China, Japan, South Korea, Hong Kong, Singapore, Malaysia, Thailand, Russia, Saudi Arabia, UAE, Kuwait and India for business purpose. 38 Mr. Mohd. Noor Ali, is involved with a number of other organization namely: 1. Unique Vocational Training Centre Ltd. 2. Unique Eastern (Pvt) Ltd. 3. Unique Shakti Ltd.4.Borak Travels (Pvt) Ltd. 5. Unique Eastern (Pvt.) Ltd. 6. Unique Property Development Ltd.7. Unique Share Management Ltd 8. Unique Ceramic Industries (Pvt) Ltd. 9. Eastern Bank Ltd. Ms. Salina Ali, Chairperson Ms. Salina Ali, Chairperson of the Company retire by rotation under Article 104 of the Company's Articles of Association; and being eligible, offer themselves for re-election. Ms. Ali has expressed her willingness for reappointment. Ms. Salina Ali completed her post graduation degree in Sociology from Dhaka University and is in business since Ms. Ali, along with her husband Mr. Mohd. Noor Ali established the unique group of companies having diverse business interests including real estate, ceramics, air travel and aviation, power, hotel, tourism, banking, finance and investment, training and manpower export. Ms. Ali visited many countries of the world including USA, UK, Canada, Japan, South Korea, Hong Kong, Singapore, Malaysia, Thailand, Russia, Saudi Arabia, UAE, Kuwait and India for business purpose. Ms. Salina Ali, is involved with a number of other organization namely : 1. Unique Group of Companies Ltd 2. Borak Real Estate (Pvt) Ltd 3. Unique Ceramic Industries (Pvt) Ltd 4. Borak Travels (Pvt) Ltd. 5. Unique Eastern (Pvt) Ltd 6. Unique Property Development Ltd. 7. Unique Share Management Ltd. Independent s: As per the Securities and Exchange Commission's notification dated 7 August 2012, the Board of s of the Company nominated Mr. Ghulam Mustofa as Independent s of the Company for the next 3(three) years subject to the approval of the Shareholders of the Company in the 11th Annual General Meeting. Mr. Ghulam Mustafa PHF,B,PHSM,MD was born in Darbarpur, Munshirhat, Fulgazi under Feni district of Bangladesh. Mr. Mostafa completed his post graduation in Economics from Chittagong University in the year Mr. Mostafa has business experience of more than 12 years. Mr. Mostafa is Managing of Prantic Express Ltd. He is involved with many other social organization such as Grameen Fund, Grameen Knitwaer Ltd., HURDO International School, Rotary Club of Dhaka Cosmopolitan. He is the Fellow of EDI of World Bank(1979). Mr. Mostafa is life member of Bangladesh Economic Association. Annexure Status of compliance with the conditions imposed by the Commission s ification No. SEC/CMRRCD/ /129/Admin/44 dated 07 August 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969: (Report under Condition No. 7.00) Compliance Status (Put in the appropriate column) Condition Title 1.0 Board of s (BOD) : 1.1 Board's Size (Should not be less than 5 and more than 20). 1.2 (i) Independent s(1/5 th). 1.2 (ii) a) 1.2 (ii) b) 1.2 (ii) c) 1.2 (ii) d) 1.2 (ii) e) 1.2 (ii) f ) 1.2 (ii) g) 1.2 (ii) h) Independent director s Share holding should not exceed 1%). Independent directors should not have connection with any sponsors or director who have 1% shareholding in the company and should not be his/her family members. Independent directors should not have any other relationship whether pecuniary or otherwise. Independent directors should not be a member, director or officer of any stock exchange. Independent directors should not be a shareholder, director or officer of any stock exchange or an intermediary of the capital market. Independent directors executive of the statutory should not be an independentaudit firm. Independent directors should not be an independent director in more than 3 listed companies. Independent directors should not be a person who has been convicted by a court of competent payment of any loan to a jurisdiction as a defaulter inbank or a Non-Bank Financial Institution (NBFI). Compliance Status (Put in the appropriate column) Complied Complied Remarks (if any) (ii) i) 1.2 (iii) 1.2 (iv) The post of Independent s shall not remain vacant for more than 90 days. Complied 1.2 (v) 1.2 (vi) 1.3 (i) 1.3 (ii) 1.3 (iii) 1.4 Independent directors should not be a person who has been for a criminal offence involving moral turpitude. Appointment of Independent s by the Board of s and approved by the shareholders in the Annual General Meeting (AGM). A code of conduct of all Board Members and annual compliance shall be recorded. The tenure of the office of an independent director shall be for a period of 3 years which may be extended for 1 term only. Independent director shall be a knowledgeable person. Independent director shall be a business leader/corporate l ead er/ Bureacrat/university Teacher with Economics or Business studies or Law b a c k g r o u n d / C h a r t e r e d Accountants/Cost & Management Accountants/Chartered Secretaries with at least 12 year s of experience. Qualification of the Independent s may be relaxed subject to the prior approval of the Commission. Separate Chairman and CEO and their clearly defined responsibilities. Board of D i r e c t o r s n o m i n a t e d s which will be approved by shareholders in the AGM. The First I n d e p e n d e n t directors of the Company waiting for its approval by the share holders in the AGM. The company did not appoint any CEO for its operation. 1.5 (i) 1.5 (ii) 1.5 (iii) 1.5 (iv) 1.5 (v) 1.5 (vi) 1.5 (vii) 1. 5 (viii) 1.5 (ix) 1.5 (x) 1.5 (xi) 1.5 (xii) 1.5 (xiii) Industry outlook and possible future developments in the industry. Segment-wise or productwise performance. Risks and concerns. Discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin. Discussion on continuity of any Extra-Ordinary gain or loss. Basis for related party transactions a statement of all related party transactions. Utilization of proceeds from public issues, rights issues and/or through any others instruments. An explanation for deteriorated financial results after the company goes forinitial Public Offering (IPO), Repeat Public Offering (RPO), Rights Offer, Direct Listing, etc. Explanation about variances in between Annual Financial statements and Quarterly Financial performance. Remuneration to directors including independent directors. Fair presentation of financial statements. Maintenance of Proper books of accounts. Application of Appropriate accounting policies and accounting estimates consistently and reasonably respectively (xiv) 1.5 (xv) Compliance with International Accounting Standards (IAS)/Bangladesh Accounting Standards (BAS)/International Financial Reporting Standards (IFRS)/Bangladesh Financial Reporting Standards (BFRS), as applicable in Bangladesh. Soundness of the internal control system and design. 1.5 (xxi) d) 1.5 (xxii) a) 1.5 (xxii) Name wise details of shareholders holding ten percent (10%) or more voting interest in the company. A brief resume of the newly appointed director. Disclosure of the nature of newly appointed director s expertise in specific functional areas; 1.5 (xvi) 1.5 (xvii) 1.5 (xviii) 1.5 (xix) 1.5 (xx) 1.5 (xxi) a) 1.5 (xxi) b) 1.5 (xxi) c) Ability to continue as a going concern. Explanation of significant deviations from the last year s operating results. Key operating and financial data of at least preceding 5 (five) years shall besummarized. Declaration or explanation for not recommending any dividend in case of non-declaration of dividend. Disclosures of the nnumber of Board meetings and attendance by each. The pattern of shareholding s Parent/Subsidiary/Associated Companies and other related parties (name wise details); Names wise details of shareholdings by s, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouses and minor children. Disclosure of shareholding by Executives; 1.5 (xxii) c) (i) 3 (ii) 3 (iii) 3.1 (i) 3.1 (ii) 3.1 (iii) The names of companies in which the person also holds the d i r e c t o r s h i p a n d themembership of committees of the board. Appointment of Chief Financial Officer (CFO), Head of Internal Audit and Company Secretary (CS) andtheir defined roles, responsibilities and duties. Attendance of Chief Financial Officer(CFO) and Company Secretary(CS) in the Board Meeting. Constitution of Audit Committee as a sub-committee of the Board of s (BOD). The Audit Committee s role in ensuring true and fair view of the state of the affairs of the Company. Duties and Responsibilities of the Audit Committee shall be in wr. Constitution of the Audit Committee. Minimum numbers of Members of the Audit Committee. Professional Qualification and experience of the Members of the Audit Committee (iv) 3.1 (v) 3.1 (vi) 3.2 (i) 3.2 (ii) 3.3 (i) Secretary of the Audit Committee. Secretary of the Audit Committee. Quorum of the Audit Committee Meeting. Professional Qualification and experience of the Chairman of the Audit Committee. Presence of the Chairman of the Audit committee in the AGM. Oversee the financial reporting process. 3.3 (ii) Monitor choice of accounting Full Audit policie and principles. Committee was contingent upon the approval of its chairmen by the shareholders in the AGM, so it could not. 3.3 (iii) 3.3 (iv) 3.3 (v) 3.3 (vi) 3.3 (vii) 3.3 (viii) Monitor Internal Control Risk management process. Oversee hiring and performance of external auditors. Review along with the management, the annual financial statements beforesubmission to the board for approval. Review along with the management, the quarterly and half yearly financialstatements before submission to the board for approval. Review the adequacy of internal audit function. Review statement of significant related party transactions submitted by the Management. 3.3 (ix) Review Management Letters/ Letter of Internal Control weakness issued bystatutory auditors. 3.3 (x) Disclosure of IPO fund Utilization to the Audit Committee (i) (ii) a) (ii) b) (ii) c) (ii) d) (i) 4 (ii) 4 (iii) 4 (iv) 4 (v) 4 (vi) 4 (vii) 4 (viii) Reporting to the Board of s. Reporting of Conflict of Interest to the Board of s. Reporting of any fraud or irregularity to the Board of s. Reporting of violation of laws to the Board of s. Reporting of other laws to the Board of s. Reporting of Material Impact on the financial condition and results of operation to the Authorities. Signing of Audit Committee and BoD Report and disclosures in the Annual Report. E X T E R N A L / S TAT U T O RY AUDITORS: The issuer company should not engage its external/statutory auditors to perform the following services of the company; namely:- Appraisal or valuation services or fairness opinions. Financial information systems design and implementation. Book-keeping or other services related to the accounting records or financial statements. Broker-dealer services. Actuarial services. Internal audit services. Any other service that the Audit Committee determines. No partner or employees of the external audit firms shall possess any share of the company they audit at least during the tenure of their audit assignment of that company. Complied Partially 46 47