Auditor Report of Women's Next Loungeries Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Women's Next Loungeries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015, its profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of sectionl43 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

8. As required by section 143(3) of the Act, we further report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is

f) disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act ;

g) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014::

i. The Company does not have any pending litigations which would impact in its financial position.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does notarise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure referred to in paragraph 7 Our Report of even date to the members of Women's Next Loungeries Limited on the accounts of the company for the year ended 31st March, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

i. (a). The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b). As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

ii. In respect of its inventory

(a). The Inventories have been physically verified during the year by the management, in our opinion, the frequency of verification is reasonable.

(b). In our opinion and according to the information and explanation given to us, the procedures of physically verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c). The company has maintained proper records of inventories, as explained to us, there were no material discrepancies notices on physical verification of inventories as compared to the book records.

iii. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act Hence the clause (iii a) & (iii b) of the said order is not applicable.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported.

v. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

vi. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, , Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India except some delay in few cases is observed.

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

viii. According to the records of the company examined by us and as per the information and explanations given to us, company does not incurred loss during the year and also does not have any accumulated losses;

ix. According to the records of the company examined by us and as per the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or banks etc.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

xi. In our opinion, and according to the information and explanations given to us, the company has raised term loans during the year and was applied for the purpose for which the term loans were obtained.

xii. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management

For SANTOSH GUPTA & CO Chartered Accountants Firm Registration No 009713N

Sd/- MANOJ KUMAR Partner M No: 108603 Place: Mumbai Date: 28/05/2015

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Mar 31, 2014

We have audited the accompanying financial statement of M/S WOMEN''S NEXT LOUNGERIES LIMITED (Formerly Known SHREE SHIV LINGERIES PRIVATE LIMITED) as on 31st March, 2014 (the company), which comprise the Balance Sheet as at March 31, 2014, the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Companies Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirement and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedure selected depends on the auditor''s judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation, of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting polices used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India.

(a) In the case of Balance Sheet, of the state of affairs of the company as at March 31, 2014;

(b) In the case of the statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order,2003 (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

2. As required by Section 227(3) of the Act, we report that;

a. We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. In our opinion, the Balance Sheet, the Statement of Profit & Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013

e. On the basis of the written representation received from the directors as on March 31, 2014 taken on record by Board of Directors, none of the director is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274(1) (g) of the Act

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

1. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the management in accordance with a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respects of its inventories:

(a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. (a) According to information and explanations given to us and on the basis of our examination of books of account, the Company has not granted loans, secured or unsecured, granted to companies, firm or other parties listed in the register maintained under section 301 of the companies Act, 1956. Consequently, the provisions of clauses 3(b), 3(c) and 3 (d) of the order are not applicable to the Company.

(d) According to information and explanations given to us and on the basis of our examination of books of account, the Company has not taken loans, secured or unsecured, granted to companies, firm or other parties listed in the register maintained under section 301 of the companies Act, 1956. Consequently, the provisions of clauses 3(f) and 3(g) of the order are not applicable to the Company.

4. In our opinion, and according to the explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventories, fixed assets and for the sale of goods. There is no continuing failure to correct the major weakness in the internal control system.

5. In respect of the contracts or arrangements referred to in section 301 of the companies Act,1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the companies Act, 1956 have been so entered;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the companies Act, 1956 and exceeding the value of Rs.5, 00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of clause (vi) of paragraph 4 of the order are not applicable to the Company.

7. The company does not have a formal Internal Audit department as such, however the control procedures enables reasonable internal checking of its financial and other records which is commensurate with the size of the business.

8. We have been informed that Central Government has not prescribed maintenance of cost records under the Section 209(1) (d) of the Companies Act, 1956

9. In respect of statutory dues

(a) According to the record, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Funds, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other Statutory dues with appropriates authorities. According to the information and explanation given to us, there are no undisputed amounts payable in respects of such Statutory dues which have remained outstanding as at 31st March, 2014 for the period more than six month from the date they became payable.

(b) Accordingly information given to us, there is no Disputed Income tax, Sales tax, Wealth tax, Service tax, Customs Duty and Excise Duty.

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedure and according to the information and the explanation given by the management, we are of the opinion that the Company has not defaulted in payment of its dues to financial institution and banks.

12. Based on examination of records and the information and the explanation given by the management, the Company has not granted any loans or advance on the basis of security by way of pledge of share, debentures or other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii] of paragraph 4 of the order are not applicable to the Company.

14. The Company is not dealing or trading in shares, securities, debenture or other investments. The Company has not held any investment during and at the end of the financial year.

15. The Company has not given guarantees for any loan taken by others from any banks and financial institutions.

16. According to the information and expiations given to us, the company has raised new term loan during the year. The term loans raised during the year have been applied for the purposes for which they were raised.

17. According to the information and expiations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that there are no funds raised on short- terms basis that have been used for long-term investment.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of share to parties and companies covered in the register maintained under Section 301 of the year.

19. According to the information and expiations given to us, during the period covered by our audit report, na debentures have been issued.

20. The Company has initiated an IPO issue from March 28, 2014 to April 7, 2014 on the Small & Medium Enterprises platform of the Bombay Stock Exchange.

21. In our opinion and according to the information to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For SANTOSH GUPTA & CO Chartered Accountants (Registration No. 009713N)

Sd/- MANOJ KUMAR Partner Membership No. 108603

Place: Mumbai Daste: May 28, 2014