REPORT OF THE NOMINATION & REMUNERATION COMMITTEE:

T he company has formed a NRC committee as a sub-committee of the Board, has been constituted by one of the Independent Director as Chairman and two other members of the Board in line with the newly issued Corporate Governance Code. Mr. Mehdi Mahmood Haque who represent in the Board as Independent Director is the Chairman of the Committee who has twelve year’s practical knowledge and professional experience in the fields of accounting, finance, audit and corporate management. The Company Secretary is the Secretary of this Committee. The NRC assist the board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence among others of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive. The NRC members nominated and appointed by the Board and also responsible to the Board of Directors for its role and responsibilities that are clearly set forth by the Company and time to time issued notifications by the regulators. During the year 1(one) NRC Meeting was held. The name of the members & their attendance record in the meetings are given below:

Nomination & Remuneration Policy

The Nomination, Remuneration Policy (the “Policy”) applies to the Board of Directors (the “Board”) and the Top Level Executive (TLE) of Generation Next Fashions Limited (the “Company”). The expression “Top Level Executive” means executive of the company who are members of its core management team excluding Board of Directors, comprising all members of management, including the functional heads. This policy is in compliance with Clause 6 of the Corporate Governance Code, 2018 read along with the applicable rules and regulation of applicable laws thereto. Sub-clause (b) of Clause 6 of the Corporate Governance Code, 2018 states that the Nomination and Remuneration Committee shall assist the Board in formulation of the Nomination Criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive;

Role of the NRC

The roles and responsibilities of the NRC have been clearly mentioned in the Terms and References (ToR) of the Committee as approved by the Board of Directors of Generation Next Fashions Limited. The committee discharged its responsibility by holding a meeting and provide the Board, management based on its observation considering current situation and suggest what need to be adopt/insert/amend by the company. In the meeting the committee assist/recommended the Board to determine the qualifications, attributes, experiences etc. of directors and top level executives and determine their remuneration and as well.

Activities of NRC during the year:

During the year the NRC accomplished the following activities:

i. Reviews the status of the Board composition along with their qualification, experience, attributes, independence of board members made recommendation thereof;

ii. Reviewed the top level executive of the company and placed at different levels and determine their selection criteria, remuneration based on performance among others etc.

iii. Putting recommendation on the draft code of conduct of the Chairperson, other Board members & Chief Executive Officer to Board.

iv. Reviews the company’s human resources policy and recommended on it.

v. Overseen other issues within the Code of Conduct of the NRC.

Evaluation Criteria of Directors/Top Level Executive of the Company:

The evaluation/assessment of the Directors and the Top Level Executive of the Company is to be conducted as and when required and to satisfy the requirements of the Corporate Governance Code and as well as company’s policy.

i. Leadership & stewardship abilities

ii. Contributing to clearly define corporate objective & plans;

iii. Communication of expectations & concerns clearly with subordinates;

iv. Obtain adequate, relevant & timely information from external sources;

v. Review & approval achievement of strategic and operational plans, objectives, budgets;

vi. Regular monitoring of corporate result against projections;

vii. Identify, monitor & mitigate significant corporate risks;

viii. Assess policies, structures & procedures; Assess policies, structures & procedures;

ix. Direct, monitor & evaluate KMPs, senior officials; Direct, monitor & evaluate KMPs, senior officials;

x. Review management’s succession plan;

xi. Effective meetings;

xii. Assuring appropriate board size, composition, independence, structure;

xiii. Clearly defining roles & monitoring activities of committees;

xiv. Review of corporation’s ethical conduct;

The following criteria may assist in determining how effective the performances of the Directors/TLE have been: