Notice of AGM : 10 October 2017

38 Beach Road, #29-11 South Beach Tower

Singapore 189767

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of the Company will be held at 38 Beach Road, South Beach Tower #29-11, Singapore 189767 on 10 October 2017 at 4.00 P.M. Singapore Time or 9.00 A.M. UK Time or 1.30 P.M. India Time to transact the following business:

ORDINARY BUSINESS

1. To receive and adopt the Directors' Statement and Audited Financial Statements for the financial year ended 31 March 2017 together with the Auditor's Report thereon.

   (Resolution 1)

2. To re-elect Mr. Manjit Rajain who is retiring by rotation pursuant to Regulation 79 of the Company's Constitution.

   (Resolution 2)

3. To approve the payment of Directors' fees and remuneration of USD 582,479 for the financial year ended 31 March 2017.

   (Resolution 3)

4. To re-appoint Messrs Mazars LLP as the Company's Auditors and to authorize the Directors to fix their remuneration.

   (Resolution 4)

   TO TRANSACT THE FOLLOWING SPECIAL BUSINESS

   To consider and if thought fit, to pass with or without modifications the following as an Ordinary Resolution:

5. Authority to issue shares

   That pursuant to Section 161 of the Companies Act, Cap. 50, and subject to the provisions of the Constitution of the Company, authority be and is hereby given to the Directors of the Company to:

6. issue shares in the capital of the Company to any person at any time and upon such terms and conditions and for such purposes as the Directors in their absolute discretion deem fit, including by way of rights, bonus or otherwise; and/or

7. make or grant offers, agreements or options (collectively, "Instruments") that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares; and

8. (notwithstanding the authority conferred by this resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Board while this resolution was in force;

   provided that:

9. the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of any Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number of issued shares (excluding treasury shares) in the share capital of the Company at the time this Resolution is passed, for the purpose of determining the aggregate number of shares that may be issued under this this Resolution,

   the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Resolution is passed, after adjusting for:

10. new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and

11. any subsequent bonus issue or consolidation or subdivision of shares; and

12. (unless revoked or varied by the Company in general meeting) the authority conferred by this resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, or the expiration of such other period as may be prescribed by any other applicable law, regulation or directive (whichever is the earliest).

(Resolution 5)

To consider and if thought fit, to pass the following resolution, with or without modifications, as a Special Resolution:

13. Disapplication of Right of Pre-emption

14. That subject to and conditional on the passing of Resolution 5 above, the Directors are authorised to allot and issue ordinary shares for cash or for consideration other than cash under the authority given by Resolution 5 as though Regulation 4(b)(i) of the Company's Constitution did not apply to such allotment.

15. That the authority conferred by this Resolution shall continue in force (unless revoked or varied by the Company in general meeting) until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, or the expiration of such other period as may be prescribed by any other applicable law, regulation or directive (whichever is the earliest).

(Resolution 6)

BY ORDER OF THE BOARD

Cheng Lisa Company Secretary

Date: 15 September 2017

_ _ _

Explanatory Notes:

1. Ordinary Resolution No. 1 - The Directors are required to present the Directors' Statement and Audited Financial Statements and Auditor's Report to the meeting.
2. Ordinary Resolution No. 2 - Re-election of Mr Manjit Rajain - At each Annual General Meeting, those Directors who are required to retire by rotation pursuant to the Constitution shall retire and submit themselves for re-election by shareholders. Pursuant to Regulation 79, at each AGM one- third of the Directors are required to retire from office by rotation.
3. Ordinary Resolution No. 4 - Re-appointment of Mazars LLP as Auditors - At each meeting at which the Company's financial statements are presented to its shareholders, the Company is required to re-appoint an auditor to serve until the next such meeting and seek shareholder consent for the Directors to set the remuneration of the auditor.
4. Ordinary Resolution No. 5 - Authority to issue shares - If passed, will grant Directors the authority to issue shares, make or grant instruments convertible into shares. This resolution seeks to renew this authority for a period until the revocation of this resolution by a subsequent general meeting of the Company, the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, or the expiration of such other period as may be prescribed by any other applicable law (whichever is the earliest).
5. Special Resolution No. 6 - Disapplication of pre-emption rights - If passed, will grant the Directors to allot and issue shares for cash, without first offering them on a pro-rata basis to existing shareholders, in accordance with Regulation 4(b)(i) of the Company's Constitution, but only up to a maximum of 50% of the issued shares (excluding treasury shares) in the capital of the Company at the time this Resolution is passed. If this Resolution is passed, this authority will continue to be in effect until a resolution is passed by a subsequent general meeting of the Company, the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, or the expiration of such other period as may be prescribed by any other applicable law (whichever is the earliest).

Notes:

1. The Chairman of the AGM will be exercising his right under Regulation 62 of the Company's Constitution to demand a poll in respect of each of the resolutions to be put to the vote of members at the AGM and at any adjournment thereof. Accordingly, each resolution of the AGM will be voted by poll.

2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A proxy need not be a member of the Company.

3. A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member's form of proxy appoints more

   than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy.

   "Relevant intermediary" has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50.

4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 38 Beach Road, #29-11 South Beach Tower, Singapore 189767, not less than forty- eight (48) hours before the time appointed for the Meeting, being no later than 4.00 p.m. on 8 October 2017.

5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument.

Personal data privacy: By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents), the member has obtained the prior consent of such proxy(ies) or representative(s)for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.