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3Oth September,TOLT

Mr. BhaveshTulsidasBhanushali Chairman/Mr.AnupVishwakarma, Company SecretaryM/s. Women's Next Loungeries LimitedGala No. 101 -105, Building No.2B,1't Floor Indian Corporation, Dapode VillageNear Mankoli Naka, Bhiwandi- 42L329

Dear Sir,

Sub: Scrutinizer's Report on the voting process conducted for 7tH Annual General Meeting ofthe Members of Women's Next Loungeries Limited held on 29tr,September. 2017.

Women's Next Loungeries Limited ("the Company") has, vide resolution of its meeting of theBoard of Directors dated L.t September,20L7, appointed the undersigned as the Scrutinizer toensure that the process of remote e-voting and physical voting through ballot on the resolutionscontained in the notice dated 1.t Septemb er,20L7 ["Notice") at the 7th Annual General Meeting heldon 29th September, 2017 [AGM), as required under Section ]-08 real with Rule 20 & 27 of theCompanies [Management and Administration) Rules,2074 of the Companies Act,2073 ("the Act")as amended from time to time and Regulation 44 of SEBI [Listing Obligations and DisclosureRequirements), Regulations, 2015, be carried out in a fair and transparent manner.

The management of the Company is responsible to ensure the compliance with the requirements ofCompanies Act, 2073 and Rules, made there under and the applicable provisions of the SEBI

[Listing 0bligations and Disclosure Requirements), Regulations, 2075, relating to remote e-votingand physical voting through ballot on the resolutions contained in the aforesaid Notice of the 7tt,

Annual General Meeting (AGM) of the members of the Company. My responsibility as a scrutinizeris to scrutinize and ensure that the voting done is done in a fair and transparent manner and tomake a Consolidated Scrutinizer's Report on the vote cast "in favor" and "against" the resolutions,based on the reports generated from the e-voting system of Central Depository Services flndiaJLimited (CDSL) and of voting through physical ballots as provided by the Company on theresolutions contained in the Notice.

As required under Section 101 of the Act, a notice along with explanatory statement under Section102 of the Act was sent to Members [i.e. by courier, Speed Post Registered Post or through e-mail)for seeking approval of members on following resolutions:

7. Resolution No. 1 as an Ordinary Resolution to consider and adopt the Audited Financial forthe year ended 31.t March,2017 and Report of the Board of Director's and Auditor'sthereon.

2. Resolution No. 2 as an 0rdinary Resolution to re-appoint Mr. AnandKhimji Bhai Bhanushali,

[DIN: 06733252), who is liable to retire by rotation and being eligible offers himself for re-appointment.

B-So3, Parkland-t Raheja Estate, Kulupwadi Road, Borivali [ast, Mumba*4aoo66Contact No. 9ozz3o 196a, email id-priyankajain.pt@gmail.com tffi, ., :

trWgYEWW& } fu E#%G{EETW%COMYANY SECRTTAfr,IES

3. Resolution t'lo. -3

as an Ordinary Resolution for Appointment of M/S GSV & Co. as a StatutoryAuditor of the Company for a period of five financial years from the conclusion of 7ttAnnualGeneral Meeting till the completion of 12th Annual General Meeting [subject toratification of the appointment at every Annual General Meeting) in compliance with theprovisions of Section 139 of the Companies Act, 201,3 and to authorize the Board ofDirectors to flx their remuneration

4. Resolution No. 4 as an Ordinary Resolution for regularization of Mr. Prakash K Ganatra107925900) who was appointed as additional Director of the Company with effect fromL.tSeptemb er,2077.

Resolution No. 5 as a Special Resolution to increase the borrowing limites of the Companyupto 300 Crore as per section 180(1) (c) of the Companies Act,2073.

Resolution No. 6 as a Special Resolution For Creation of Pledge, mortgage and Charge on theAssets of the Company as per section 180[1)[a) of the Companies Act,2073.

Resolution No. 7 as an Ordinary Resolution to increase the share Capital of the Companyfrom the existing capital Rs.4,00,00,000/-[Rupees Four Crores only) divided into 40,00,000(Forty Lakhs) Equity Shares of Rs. 10/-[Rupees Ten only) each to Rs. 72,00,00,000/-(Rupees Twelve Crores Only) divided into 1,20,00,000 [One Crore Twenty Lakhs) EquityShares of Rs. 10/- [Rupees Ten only) each as per section 61 (1)(a] and 6a(1)[a) of theCompanies Act,2073.

Resolution No. B as a Special Resolution for alteration of Capital Caluse of Memorandum ofAssociation of the Company.

Resolution No. 9 as a Special Resolution for alteration of Articles of Association of theCompany.

10. Resolution No. 10 as an Special Resolution to issue of 19,00,00 Convertible Equity Warranton preferential Basis to Promoter and Promoter group for consideration other than cash,7,00,000 Equity Shares to Promoter and Promoter group for cash and 40,60,000 EquityShares to Non-Promoter group for Cash.

11. Resolution No. 11 as a Special Resolution to issue of 16,50,000 Convertible Equity Warranton preferential basis to the creditors belongiog to Non-Promoter group.

The Company provided the remote e-voting facility offered by CDSL to cast votes on aforesaidresolutions through e-Voting by the members of the Company pursuant to the provisions of Clause

44 of the SEBI (LODR) Regulations, 2015. The Company also made available the physical ballots atthe 7tt'AGM to the Shareholders to enable them to vote through physical ballots on the aforesaidresolutions. Remote e-voting facilities was made available to shareholders of the Company toexercise their voting rights from 9:00 a.m. of 26tt September,2077 and ends on 5:00 p.m. on 28th

September,2077. Accordingly, e-votes casted upto 5:00 p.m. of 28tt September,2OTT have been

3-5o3, Parkland-tContact

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Raheja Estate, Kulupwadi Road, Borivali [ast, Mumbat-4aaa66

wp-fvAftl w& 3 & e5%#{8&TW5CAM?ENY sECftETAftIEs

considered for my scrutiny. Further, the votes casted at the 7th AGM through physical ballots have

also been considered for the scrutiny.

After the conclusion of the Annual General Meeting, first the voting conducted through physical

ballot at the meeting was unblocked in the presence of two witnesses not in employment of the

Company, namely Mi. prateekGhatiya and Ms. Rupal |ain and thereafter vote casted through remote

e-voting-had been unblocked in the presence of two witnesses not in employment of the Company,

namelliMr. prateekGhatiya and Ms. Rupal |ain A summary of the votes cast by shareholder through

remotl e-voting and physical ballot [including ballots received through post) at the Annual General

Meeting with their pattern of voting is as per Annexure annexed to this Report'

The result of the voting by members through remote e-voting and physical ballots at the 7* Annual

General Meeting in respeit of the above mentioned resolutions may accordingly be declared by the

Chiarman of the Compiny or Mr. AnupVishwakarma, Company Secretary of the Company [who has

been so authorized Uy tt "

Chairman in writing) and who has also countersigned here under in

token thereof.

Thanking you,Yours sincerely,

For Priyanka ) & AssociatesCompanynSecretaries

Membership No.: A45252C.P No: LBZLT

We the undersigned witnesses that reports were unblocked from e-voting website of CDSL

[https ://vrrww.evotin gindia.com) in our pres ence at 29* S eptemb er, 2077

4rr*(Rupal [ain)

For Women's Next Loungeries LimitedCountersigned By

Andb Vishwakarma,Company SecretarY ffi

Ghatiya)

B-Soj, Parkland-t Raheja Estate, Kutupwadi Road, Borivali fast, Mumbai-4ooo66(ontact No. 9o::3o lg6a,email id-priyankajain.pt@gmail'com

ANNEXURE

-. The summary of the votes cast through remote e-voting confirmations and physical ballotsreceived for each of the resolutions is given below:

For Resolution No. ! :- As an ordinary Resolution to consider and adopt the AuditedFinancial Statements) for the year ended 31.t March, 20L7 and Report oithe Board ofDirector's and Auditor's thereon.

For Resolution No. 2:- As an Ordinary ResolutionBhanushali, [DIN:06733252),who is Iiable to retirehimself for re-appointment

to re-appoint Mr, AnandKhimji Bhaiby rotation and being eligible offers

Sr.No.

Particulars Resolution No..1

No. of PhysicalBallots/ E-VotingConfirmation

No. ofvotes

t. Votes cast through physical Ballots 10 11314002. Voting through remote e-voting

confirmation0 0

Total 10 1.13L4003. Less: Invalid physical ballot/ remote e-

voting confirmations0 0

+. Net valid physical ballots / remote e-vqting confirmation(i) Physical ballots / remote e-

voting confirmation with assentfor the Resolution

10 1131400

7o ofAssent 100o/o(iD Physical ballots / remote e-

voting confirmation withdissent for the Resolution

0 0

%o of Dissent0o/o

Sr.No.

Particulars Resolution No.!No. of PhysicalBallots / E-VotingConfirmation

No. ofvotes

1. Votes cast through physical Ballots 10 77374002. Voting through remote e-voti.rg

confirmation0 0

Total 10 713L4003. Less: Invalid physical ballot/ remote e-

voting confirmations0 0

+. Net valid physical ballots / remote e-ILoting confirmation(il Physical ballots / remote e-

voting confirmation with assentfor the Resolution

10 1131400

o/o of AssentL00o/o

(ii) Physical ballots / remote e-voting confirmation withdissent for the Resolution

0 0

z*\

ffi

% of Dissent0o/o

For Resolution No. 3iAs an ordinary Resolution for Appointment of M/S GSV & co. as a; :f, T:"f,,f [l1f ,: TH ff ff i il j"":llJ*: ;,

I_": r;ffi ;i;,.s rro m th e c o n c, us i o n o r7 th An n u a r G en erar rur e e ti ng tiil,i, ; ;"ffi il# iff ,n ffi l,1, fff : Ii il ",ff

,:; t."H ::i,Tratification of the appointrien, ;i;;6;nual Generaf rrl""iirgl in compliance with theB;:JJ::I""f"t'"','.":"*i:"?:,13; c",,ril;;;';;ft,,l;"t'l ,,*'o.i,e the Board or

For Resolution No' 4:- as a Ordinary Resolution-for Appointment of Mr. prakash K Ganatra[?.I3;,1'i:J#i%]}:'appointed ,i ,aJition,t oi.".ioi oiir,u'io,,o,ny with errect rrom

ParticularsResolution No.l.

Votes cast thro sical Ballots1731400Yo,ilt .

th.ough-- remore e_votingconfirmation

1L3L400Less:lnvalid@voting confirmationsNetvatidphysi@yoting confirmation

Physical b;ttots-/ re;ote;voting confirmation with assentfor the Resolution

1.137400

Physical Ua[ots / Ernote e_voting confirmation withdissent for the Resolution% of Dissent

No. of physical

ConfirmationVotes cast th773L400Yor::t .

ttrrorgtr- remote e-votingconfirmation

7737400Less:lnvali@voting confirmadonsNetvatidptry@voting confirmation

Physical Uattots-/ le.note Evoting confirmation with assentfor the Resolution

1.1,31.400

% ofAssentPhysical ballots / remote e_voung confirmation with

dissent for the Resolution

% of Dissent

For Resolution No' S:'as an special Resolution to increase the borrowing limites of thecompany upto 300 crore as per section 180t1) (c) of the companies Act,20L3.

For Resolution No. 6 :-as an speciar Resorution For creation of predge, moprtgare andcharge on the Assers of the company as per section 180(1Jia) of the companies Act 2013

Ballots / n-VotingConfirmation

No. ofvotes

Votes cast throu1131400Voting through remote

"*ot*gconfirmation

L73L400Less:votin

Invalid physical UdtoT-remo-G e_confirmations

Net_vatid ptrysicat@yqting confirmation

Physical natotil-remote e-voting confirmation with assentfor the Resolution

1131400

Physical ballots / remote e_voting confirmation withdissent for the Resolution

No. of PhysicalBallots / n-Voting

Votes cast throu1131400Voting through remote

"-rrti.rgconfirmation

L737400Less: Invaliap@voting confirmationsNet- valid physical b.i6tsTEmote e-voting confirmation

Physical ballots T remote e_voting confirrnation with assentfor the Resolution

1131400

Physical ballots / remote e-voting confirmation withdissent for the Resolution

For Resolution No. 7 :-as an ordinary Resolution to increase the share capital of the

company from the existing capital Rs. 4,00,00,000/-[Rupees Four Crores only) divided into

40,00,000[FortyLakhs]EquitySharesofRs.lO/-(RupeesTenonly)eachtoRs.12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 [one Crore Twenty

Lakhs) Equity Shares of Rs. 10/- [Rupees Ten only) each as per section 61 [1)[a) and

6 t1)(a) of the Companies Act, 2013'

For Resolution No. B:-. as an Special Resolution

Memorandum of Association of the Company

for alteration of Capital Caluse of

-.:i.',,]

Particulars Resolution NoI$Sr.No. No. of PhYsical

Ballots / E'VotingConlirmation

No. ofvotes

t. Votes cast through PhYsE4LE4lglq 10 1131400

) V"tt"g through remote e-voting

confirmation

0 0

Total 10 1131400

J. Less: Invalid physical ballot/ remote e-

voting confirmations '___-0 0

4. l,let valid physical ballots / remote e-

votins confirmation

-

(D Physical ballots / remote e-

voting confirmation with assent

for the Resolution

10 1131400

%o ofAssent l00o/o

(ii) Physical ballots / remote e-

voting confirmation withdissent for the Resolulq4-

0 0

o/o of Dissent 0o/o

Particulars Resolution No. $Sr.No. No. of PhYsical

Ballots / E-

VotingConfirmation

No. ofvotes

1. Votes cast throush phvsUqlEgllglq 10 1131400

) Votirrg through remote e-voting

confirmation

-

0 0

Total 10 1131400

3. Less: Invalid physical ballot/ remote e-

votine confirmations

0 0

4. Net valid physical ballots /votins confirmation

remote e-

(i) Physical ballots / remote e-

voting confirmation with assentfnr rlra Pacnlrrtinn

10 1131400

1000/o0/^ nf A<sent0 0

tii) Physical ballots / remote e-

voting confirmation withdissent for the Resolution

%o of Dissent 0o/o

ffi

For Resolution No. 9:-. as an Special Resolution for alteration of Articles of Association ofthe Company

For Resolution No. 70:-. as an Special Resolution to issue of 19,00,00 Convertible EquityWarrant on preferential Basis to Promoter and Promoter group for consideration otherthan cash, 7,00,000 Equity Shartes to Promoter and Promoter group for cash and 40,60,000Equity shares to Non-Promoter group for Cash.

Sr.No.

Particulars Resolution No.$No. of PhysicalBallots / E-VotingConfirmation

No. ofvotes

7. Votes cast throush physical Ballots 10 1131400., Voting through remote e-voting

confirmation0 0

Total 10 11314003. Less: Invalid physical ballot/ remote e-

votins confirmations0 0

4. Net valid physical ballots / remote e-voting confirmation(D Physical ballots / remote e-

voting confirmation with assentfor the Resolution

10 L73L400

o/o of Assent L00o/o

tii) Physical ballots / remote e-voting confirmation withdissent for the Resolution

0 0

o/o of Dissent 0o/o

Sr.No.

Particulars Resolution No. 1$

No. of PhysicalBallots / E-VotingConfirmation

No. ofvotes

1. Votes cast throush phvsical Ballots 10 11314002. Voting through remote e-voting

confirmation0 0

TotaI 10 1131400J. Less: Invalid physical ballotl remote e-

votine confirmations0 0

4. Net valid physical ballots / remote e-votins confirmationti) Physical ballos / remote e-

voting confirmation with assentfor the Resolution

10 1131400

%o ofAssent 1000/o

(ii) Phy.sical ballots / remote e-voting confirmation withdissent for the Resolution

0 0

%o ofDissent 0o/o

For Resolution No. 77:-. as an Special Resolution to issue of 16,50,000 Convertible EquityWarrant on preferential basis to the creditors belongiog to Non-Promoter group.

Sr.No.

Particulars Resolution No. 1lNo. of PhysicalBallots / E-VotingConfirmation

No. ofvotes

1. Votes cast through physical Ballots 10 71314002. Voting through remote e-voting

confirmation0 0

Total 10 L1.314003. Less: Invalid physical ballot/ remote e-

voting confirmations0 0

4. Net valid physical ballots / remote e-voting confirmation(D Physical ballots / remote e-

voting confirmation with assentfor the Resolution

10 L131400

%o ofAssent L00o/o

tiD Physical ballots / remote e-voting confirmation withdissent for the Resolution

0 0

% of Dissent 0o/o

'.:.,;r: