K WSHEKAR

COMPANY SECRETARY

The Chainnan

Brigade Enterprises Limited29& 30tr' Floor,'Wodd Trade Centre,Bdgade Gateway Carnpus

26/1-171/172, Dr. Rajkumar Road

Malle swatam-Raj a j inagar

Bengalum- 560055

SCRUTINIZERS REPORT

IST FLOOR, 328/8, I4TH CROSS,

5TH MAIN, SADASHIVANAGAR,

BENCALURU - 560 O8O

PHONE : 23603320121

4128 1966Email : raiaarthi.cs@gmail.com

Authorised Capital Rs. L,50,00,00,000

Paid up Capital : Rs. 1,35,69,05,610

Reg: Consolidated Report of Scrutinizer on voting by the Shareholders on the Agendas set out inthe Notice Convening the22"d Annual General Meeting

Sir,

1. -fhe Board of Ditectors of Brigade Enteqprises Limited (herernafterrefer-red to as "rhe Company')passed a Resolution at their Meeting held orr 8th August, 201? appointing me as Scrutinizer forscrutilliz1ng;

Remote e-voting process prrsuant to Regulation aa(3) of Securities and Exchange Board gfIndia pisting Regulations & l)isclosure Requirements) Regulations, 2015 and Section 108 ofthe Cornpanies Act, 2013 read u'ith Rule 20 of the Companies (Management andAdministration) Rules, 2071 andPoll through Instapoll e-voting facility pursuant to Section 109 of the Companies Act, 2013read with Rule 21 of the Companies $\{anagement and Administration) Rules, 2014;

rn a fatt and transpareflt marlller and ascettaining the outcome of the r.oting on the Agendas set outin the Notice convening the 22"d Annual General Meeting of Brigade Enterprises l,imited helc1 on2L"' Septembel 2A17 at the Sheraton Grand Bengalum Flotel, Brigade Gate\r,ay Campus, 26/1.,Dx.Rajkumar Road, Malleswaram-Rajaiinagar, Bengal*ru - 560 055 at 10.30 A.M.

2. The following Resolutions were placed on the e-\.oting platform https: / /evotrng.kany.com of KanyComputetshare Private Lirnited for voting through the Remote e-r,oting process ancl before theShareholders for voting at the Amual General Meeting through the Instapoll faciliry;

ResolutionID

Resolution Type ofResolution

R-01 Adoption of Annual Accounts and Reports thereon for the financialyeat ended 31st March,2017.

Ordinary

R-02 I)eclamtion of Final Dividend OrdinarlR-03 Re-appointmelt of Mr. M.R. Jaishankar (DIN 0019126\, as a

Director liable to retire bv rotationOrdinary

R-04 Annual ratification of the appointrnent of M/s S.R: Batliboi &Associates LLP, Chartered Accountants $.egistratron No. 1 0 1 049\\) asStatutory Auditors and authorizing the Board of Directors to fi-x theirremuneratlori. ,anr

Ordinan'

:1/-- $f

(t

('i)

4.1

K RAJSHEKAR

COMPANY SECRETARY

R-05 Re-appointment of Mr. 1\{ R Jaishankal pIN A019n6\ as Chairmal& Managrng Director of the Company for a further period of fivevears with effect frorn 1" Anrii. 2{}77 and to fix his rermrneration.

Special

R-06 Re-appointrnent r:f Mm. Githa Shankar G)IN 01,61,2882) as

\\4roletime Director of the Company for a frrrther period of five yearswith effect from 1s Aodl 2017 and to fix her remuneration.

Special

R-07 Approve the remuneration payable to M/s GNV & Associates, CostAuditors for tlle Financial Year 2016-77.

Ordinary

R-08 Approval of Brigade Empiovee Stock OptionPlan 201,7 Special

R-09 Approval for extension of Brigade Ernployee Stock Option Plan

2077 to employees of Subsidiary Companies

Special

3. The e-r'oting plarform is passwotd drir.en and can be accessed cxly if the shareholder has both the

client-id and the password provided bv Karvy Computershate Private Limited. On successful votiflg,

ar acknorvledgement is generated for reference of the shareholders.

4. I K Rajshekar, Practicing Company Secretarl., submit my Consolidated Report as undet:

The Company completed on 28'h August, 2Al7 the dispatch of 53,168 (Fifty Three Thousand One

I{undred Sixq, Erght) numbers of the 22"d Annual Reporl together with the Notice convening the

22"d Annua-l General Meetiog. 24,178 Reports were dispatched through courier,/post and 28,990

reports were electronically dispatched to its Members whose name(s) appeared on the Regrster ofMenrbers/ List of Beneficiaries as ofl 18th Augusg 20t7 md who were entitled to vote on the

resolutions stated above.

T'he e-voting opened at 09.00 A.M on N{onday, 186 Septembeq 2Al7 and tenuined open upto

05.00 P.M, Wedoesday 20e September, 2017. Cut-off date for remote e-!-oting was fixed as 14ft

September,2017.

Instapoll facility provided at the r,-enue of the Amual General Meeting was operational till all the

resolutions w-ere considered and voted upon, only by the mernbers attending the meeting and rvho

har.e not rroted tlrror€h Remote e-r.'oting.

The r.otes were unblocked in accordance with Rule 20(4[\it of the Companies (I\,{anagement and

Administration) Rules, 2014 first on 20s September, 2017 at 5.07 P.M and subsequentlv after the

ascertaining the Instapoll r.otes cast at the Alnual General l\{eeting, in the presence of Mrs. Aarthi G

Krishna arrcl lv{r. Abhishek N r'"'ho are not in aay way connected with the Company and have signed

below as witness to tire unblocking of the r.'otes.

Following documents were generated on the website rrf Kany Conrputetshare Pdvate l.rnrited

fhnos:,/ / cvotinE. karvv.conr) :

4.5.1 Certificate/Results generation

4.5.2 Dashboard Report indicating Ballots received, Votes cast n favor/against/abstain for each

resolution

'1.5.3 Votes Cast Register containing list of shareholders casting the vote on each of the above

resolutions

.la

4.3

4.4

4.5

4.5.4 'fop 50 shareholders rx,'ho have cast vote in favor of the resolutions

4.5.5 lfop 50 shareholders who have cast vote against the resolutions

Brigade Enterprises LimitedlScrutinizer Report-AGM -2017 W

K RAJSHEKAR

COMPANY SECRETARY

5' Based on dre documents referred to in 4.5. above, the results of e-r,-oting are reported as under. Acorrrprehermive list of the shareholders exercisirg e-votes is provided as an Annexrue to this Repon;

5.1 Surnrrrar,v of Remote E-l-oting and Instapoll at the Annual General Meeting:

Remote E-Yoting Instapoll atAGM Total YotingNa. of Ballox [io. ofSharu No. of Ballotr No. of Vons llio. af Bcllots No. of Sharu

174 147168421 88 13514 258 107181935*#Repruenfiry 78.99% o-f the paid+p sltarc crtpital oJ'the (onpary

5.2 Resolution-u.'ise Consolidated Report on the results of Voting:

6. Details of the \-oti11g along u'ith particulars of name, address, folio numbet/ client id, number and

nominal value of shates held has been recorded rn a Regrstet rnaintained for the purpose.

ResolutionId

Vntes cast in favorof the Resolution

(a)

Yotes cast againstthe Resolution

{B)

Abstain/InvalidYotes

Less Voted Total No. ofShares/ Yotes Cast

(a)+(B)NaofBallort

Na. ofIlott.r

No. ofBallals

No. of[,/otus

No. oJ

Ltote.r

l{0. ofIlotes

ldo. ofIla//ats

Na af l/otes

Ordinary Resolutions

R-01 255 106722329 ) -{a0 4595{r7 258 106722368

R-02 255 1,46722329 J 39 0 459567 258 106722369

R-03 254 104524528 .ta 2197842 n 459565 258 10672%7A

R-04 JJ.: 106709388 6 129B0 0 159567 258 106722368

R-07 254 106722329 I 40 0 459566 258 L06722369

Special Resolutions

R-05 250 10.1500346 B 2222423 0 159566 258 ra6722369

R-06 230 105188238 28 1534132 0 459565 258 10672%7A

R-08 222 99238256 .1-1 74841,1.3 -f 459566 258 1,46i22367

R-09 225 99238257 33 74841,13 0 459565 258 70672%7A

Brigade Enterprises Limited/Scrutinizer Report-AGM -2017

K RAJSHEKAR

COMPANY SECRETARY

7. All the relevaat documents stated above pertairung to the e-r,-oting process will remain in our safecustody until the Chairman considers, app{oves and signs the minutes of the ?!ncl lgrnrrul GeneralMeetitg and the same shall be handed over to the Cornpany Secretary for safe keeping.

T'hankingYouYoqrs Truli'

ll-o[,u,g-K R-UBqEKARC OMP,\NY SE,C R-F:.,TARY

CP No.2468

I)lace: Bengalum

Date: 21"t September, 2017

\\'e the undersigned rvitness that the votes

https:/ /evoting.k;rnl'.corn, in our preseflce;

\..<*-l\r.-\

"6]G Knshna

Cornpany Secretary

328/8,14s Cross, 5,h ivlain, Sadashivanagar

Bengaluru - 560 080

rvere unblocked as stated herein abor-e on the rvebsite

w4Abhishek N328 /8, 14,1' Cross, 5,h Main,Sadashivanagar-

Bengaluru - 560 080

Place: Bengaluru

l)ate: 21"t September, 2017

Brigade Enterprises Limited/Scrutinizer Report- AGM -2017