Nutricircle Ltd

To consider and adopt the Audited Balance Sheet as at 31st March, 2015 and Audited Profit & Loss Account for the period ended on that date together with the reports of Board of Directors and Auditors thereon.

To appoint a Director in place ofMr. C.S Jadhav, who retires by rotation and being eligible offers himself for reappointment.

To appoint a Director in place of Mr. Gaurav P. Shah, who retires by rotation and being eligible offers himself for reappointment.

To consider ratification of the appointment of M/s S.K. Bang & Co.,Chartered Accountants as the Statutory Auditors of the Company and to fix their remuneration “RESOLVED THAT pursuant to Section 139,142 and other applicable provisions, if any, ofCompanies Act, 2013 and rules made there under and resolution passed by the members in their 21st AGM held on 9th July, 2014 the appointment of M/s. S.K. Bang & Co, Chartered Accountants, as the Statutory Auditors of the Company to hold office till the conclusion of the AGM to be held in the calendar year 2017 be and is hereby ratified.

“ RESOLVED FURTHER THAT that the Board of Directors of the Company be and is hereby authorised to fix the remuneration payable to Statutory Auditors for the financial year ending March 31,2016.”

SPECIAL BUSINESS:

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

“RESOLVED THAT Bhanu Kumari Maganti, who was appointed as an Additional Director of the Company by the Board of Directors and who holds the office as per Section 161 of the Companies Act, 2013, up to the ensuing Annual General Meeting and in respect of whom the Company has, pursuant to the provisions of Section 160 of the Companies Act, 2013, received a notice in writing from a member, proposing his candidature for the office of Director, be and is hereby appointed as the Director of the Company, liable to retire by rotation.”

To consider and if thought fit to pass with or without modification (s), the purchase of shares from related parties to takeover the Management of the Company M/s. Inner Being Nutricare Private Limited, with or without modification (s), as a Special Resolution:

“RESOLVED THAT pursuant to section 185,186&188 and other applicable provisions of the Companies Act, 2013 consent of the Company be and is hereby accorded to purchase 10000 equity shares of Rs.10/- each consist of 100% issued, subscribed and paid up capital from the shares holders of M/s. Inner Being Nutricare Private Limited, who happens to be the present Directors of the Company, at a purchase consideration of Rs. 500/- per share of face value of Rs.10/- each aggregating to Rs. 5,000,000 (Rupees Fifty Lacs Only) as per the valuation report of the Merchant Bankers dated 29th August 2015 .

“ RESOLVED FURTHER THAT the Board be and is hereby authorized in its entire discretion to decide time of the purchase of the entire shares in one or more tranches including the size and relative

components of the same from the shareholders of M/s. Inner Being Nutricare Private Limited, who happens to be the present Directors of the Company , and for the purpose of giving effect to this resolution, the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including without limitation, appointment of consultants, solicitors, merchant bankers, or any other agencies as may be required with power on behalf of the Company, to settle any questions, difficulties or doubts that may arise in this regard, in its absolute discretion as deem fit, without being required to seek any further clarification, consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or Officer(s) of the Company to give effect to this resolution and for the purpose ofpurchase of 10,000 equity shares of face value of Rs. 10/- each of Shares in one or more tranches including the size and relative components of the same from the shareholders of M/s. Inner Being Nutricare Private Limited”.

To consider and if thought fit to pass with or without modification (s), to raise loan/finance from the Director/promoter/ or their relatives/Associates, with or without modification (s), as a Special Resolution:

“RESOLVED THAT pursuant to section 42,62&188 and other applicable provisions of the Companies Act, 2013, as amended (the “Companies Act 2013”) and the rules made thereunder to the extent notified and the Memorandum & Articles ofAssociation of the Company, consent of the Company be and is hereby accorded to accept loan up to Rs. 10cr (Rupees Ten Crores) including the loans already accepted from the Director, Promoter, their relatives and associates with an interest rate 2% more than the Normal Bank Interest rate in one or more tranches” .

“RESOLVED FURTHER THAT consent of the Company be and is hereby accorded for utilization of the loan and interest amount there on as may be received by the company including’s loans and advances already given from the Director, Promoter, their relatives and associates may be , used against future issue /subscription of any shares (both equity or preference shares) in accordance with the applicable provisions of the Companies Act, 2013, as amended (the “Companies Act 2013”) and the rules made thereunder to the extent notified and as per Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable relevant guidelines of the Securities & Exchange Board of India, Listing Agreements entered into with the Stock Exchanges and the Memorandum & Articles of Association of the Company and any other applicable laws / rules / regulation and subject to the consent / approval of any other authorities / institutions and on such terms and conditions as may be decided and deemed appropriate by the Board ofDir ectors of the Company (hereinafter referred to as the “Board” which shall be deemed to include any duly authorized Committee thereof) at the time of issue or allotment”.

“RESOLVED FURTHER THAT subject to section 42 &62 and other applicable provisions of the Companies Act, 2013, Companies (Share Capital and Debentures) Rules, 2014 amendment thereto and the Memorandum & Articles ofAssociation of the Company the Board be and is hereby solely responsible to validate the life span of this resolution by way of passing of necessary ratification resolution, as and when required, under section 42 &62 and other applicable provisions of the Companies Act, 2013, Companies (Share Capital and Debentures) Rules, 2014 amendment thereto and the Memorandum & Articles ofAssociation of the Company”.

“RESOLVED FURTHER THAT the Board be and is hereby authorized in its entire discretion to decide time of the issue of the shares including the size and relative components of the same, and for the purpose of giving effect to this issue or allotment of shares, the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including without limitation, appointment of consultants, solicitors, merchant bankers, or any other agencies as may be required with power on behalf of the Company, to settle any questions, difficulties or doubts that may arise in regard to any such issue, offer or allotment of Equity Shares and in complying with any Regulations, as may in its absolute discretion deem fit, without being required to seek any further clarification, consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or Officer(s) of the Company to give effect to this resolution and for the purpose of allotment of Shares”.