Draft Resolutions to be passed by way of Postal Ballot: 1. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 42, 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 and rules made there under (including any statutory modification thereof for the time being in force), and/or the applicable rules, regulations, notifications and circulars, if any, issued by the Securities and Exchange Board of India (SEBI) from time to time, including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the ICDR Regulations), or any other competent authority and clarifications, if any, issued thereon from time to time by the appropriate authorities, SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the equity listing agreements (the Listing Agreement) entered into by the Company with BSE Limited (BSE), the Stock Exchange where the Company's equity shares of face value of Rs. 5/- (Rupees Five only) each (the Equity Shares) are listed and other concerned and appropriate authorities, and other applicable laws, if any, and relevant provisions of the Memorandum and Articles of Association of the Company and subject to such approval(s), consent(s), permission(s) and/or sanction(s),if any, of SEBI, and any other appropriate authority(ies), bank(s), institution(s) or body(ies) as may be necessary and subject to such conditions as may be prescribed by any of them in granting any such approval, consent, permission or sanction, as are accepted by the Board of Directors of the Company (the Board, which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred hereunder or any person(s) authorized by the Board to exercise the powers conferred on the Board), the Board be and is hereby authorised to create, offer, issue and allot up to 15,00,000 (Fifteen lacs) Optionally Fully Convertible Warrants (“Warrants”) to the Promoter (“Allottee”) on a preferential basis (“Preferential Allotment”) at a price of Rs. 40/- each (Rupees Forty Only) aggregating up to Rs. 6,00,00,000/- (Rupees Six Crores only) or price as may be arrived at in accordance with the Regulation 76 of the ICDR Regulations, whichever is higher, viz.

Name of the Person Category No. of Warrants Amount per

warrant Amount

Mr. Mukesh Naik Promoter 15,00,000 Rs. 40/- 6,00,00,000/- RESOLVED FURTHER THAT:

a) Each Warrants shall be convertible at the option of the holder thereof, at any time before the expiry of 18

months from the date of allotment thereof, into 1 (one) fully paid-up equity share of the Company of the Face value of Rs. 5/- (Rupees Five only).

b) In the event the Warrant holder does not exercise the Warrants within 18 (Eighteen) months from the date of allotment of the Warrants, the Warrants shall lapse and the amount paid on such warrants shall stand forfeited by the Company;

c) The Board of Directors shall finalise and determine the rights and entitlement attached to the warrants and the terms and condition subject to which the same shall be issued, allotted and converted into equity shares, in accordance with the applicable ICDR regulations and other laws and amendments thereto

d) The relevant date for the purpose of calculating the exercise price for the warrants under Chapter VII of the relevant ICDR Regulations is 8th December, 2017 i.e. immediate preceding working day prior to 30 days from the date of declaration of results of special resolution proposed through Postal Ballot.

e) The new equity shares to be allotted on the conversion of the Warrants shall rank pari passu in all respects with the existing equity shares of the Company

f) The warrants shall not be sold, transferred, hypothecated or encumbered by the holder thereof in any manner during the period of lock-in as provided under the ICDR regulations except to the extend and in the manner permitted thereunder.

g) Allotment of new equity shares on conversion of the warrants shall be made at such time or times at the Board of Directors in their absolute discretion decide, subject to the ICDR regulations and other applicable laws, and the terms agreed between the Board of Directors and the proposed allottees of the Warrants.

h) The Equity Shares to be so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company and shall rank pari-passu in all respects including dividend, with the existing Equity Shares of the Company;

i) Upon exercise of the Warrants by the Warrant Holder, the Company shall issue and allot appropriate number of Equity Shares and perform such actions as are required to credit the Equity Shares to the depository account of Warrant Holder and entering the name of Warrant Holder in the records of the Company as the registered owner of such Equity Shares.

j) A Warrant subscription price equivalent to 25% of the issue price of the warrant will be payable at the time of subscription to the Warrants, as prescribed by Regulation 77 of the ICDR Regulations and balance 75% of the issue price is payable at the time of exercise of right to convert warrant into equity shares.

k) The issue of the Warrants as well as Equity Shares arising from the exercise of the Warrants shall be governed by the regulations and guidelines issued by SEBI or any other statutory authority as the case may be or any modifications thereof;

l) In the event that the Company completes any form of capital restructuring prior to the conversion of the Warrants, then, the number of Equity Shares that each Warrant converts into and the price payable for such Equity Shares, shall be adjusted accordingly in a manner that, to the extent permitted by applicable laws, Warrant holder: (a) receives such number of Equity Shares that Warrant holder would have been entitled to receive; and (b) pays such consideration for such Equity Shares to the Company which Warrant holder would have been required to pay, had the Warrants been exercised immediately prior to the completion of such capital restructuring;

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of Equity Shares of the Company as may be required to be issued and allotted upon exercise of the option in the Warrants held by the holder(s) of the Warrants.

RESOLVED FURTHER THAT the Warrants shall be issued and allotted by the Company to above mentioned allottees within a period of 15 days from the date of passing of this resolution, provided that where any application for exemption from the applicability of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 or any approval or permission by any regulatory authority or the Central Government for allotment is pending, the period of fifteen days shall be counted from the date of order on such application or the date of approval or permission, as the case may be. RESOLVED FURTHER THAT the Equity Shares to be issued and allotted shall be subject to lock in as provided under the ICDR Regulations. RESOLVED FURTHER THAT the Board be and is hereby authorised to negotiate the price and terms and conditions of the said Equity Shares to be issued pursuant to the Preferential Allotment, in the best interests of the Company, and to do all such acts, deeds and things as may be considered expedient and necessary in order to give effect to the Preferential Allotment. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board be and is hereby authorised on behalf of the Company, to decide the terms and conditions (including without limitation terms and conditions relating to variation of price) of the Warrants to be issued pursuant to the Preferential Allotment, in the best interests of the Company, and take all actions and do all such deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable, incidental or expedient for issue or allotment of the said Equity Shares and listing thereof with the Stock Exchanges where the existing Equity Shares of the Company are listed and to take all such steps and to do all such things as may be required to comply with the requirements of the ICDR Regulations and other applicable laws and give all such directions as the Board may consider necessary, expedient or desirable, including without limitation, effecting any modification to the foregoing (including any modifications to the terms of the allotment), to prescribe the forms of application, private placement offer letters, allotment, to enter into any definitive agreements and other incidental documents or other instruments and writings and to take such actions or give such directions as may be necessary or desirable and to file applications and obtain any approvals, permissions, sanctions which may be necessary or desirable and to resolve and settle all questions and difficulties that may arise in relation to the proposed creation, issue, offer and allotment of the said Warrants pursuant to the Preferential Allotment and to do all acts, deeds and things in connection therewith and

incidental thereto as the Board in its absolute discretion may deem fit and to appoint such consultants, valuers, legal advisors, advisors and all such agencies as may be required for the issue and allotment of the said Warrants pursuant to the Preferential Allotment, without being required to seek any further consent or approval of the

1. Voting Period commences on and from 9.00 A.M. on 10th December, 2017 and ends at 5.00 P.M. on, 8th January, 2018. Voting shall not be allowed beyond the said date and time.

2. An explanatory Statement for the proposed Resolutions mentioned above pursuant to Section 102 of the

Companies Act, 2013 read with relevant Rules setting out material facts is annexed hereto.

3. Relevant documents / agreements / contracts specifying the nature of contract, principle terms and conditions and indicative value of contracts in respect of the proposed related party transactions referred to in the accompanying Notice and the Statement is open for inspection by the members at the Registered Office of the Company on all working days, during business hours up to the last day of the Postal Ballot.

4. The Notice is being sent to all the shareholders by speed post/registered post/courier service (and also

electronically by email to those shareholders who have registered their email-id with the Company/ Depositories), whose names appear in the Register of Members/Record of Depositories as on 1st December, 2017.

5. Shareholders, whose names appear in the Register of Members/Record of Depositories as on 1st December, 2017,

will be eligible for voting. Person who is not a member as on the said record date should treat this notice for information purpose only.

6. Resolutions passed by the shareholders through Postal Ballot are deemed to have been passed as if the same has

been passed in the General Meeting of the shareholders. 7. The Board of Directors, at their meeting held on 3rd November, 2017, has appointed Mr. Himanshu S. Kamdar (FCS

No.: 5171 and CP No.3030), Partner of M/s. Rathi & Associates, Practicing Company Secretaries, Mumbai as the Scrutinizer to conduct the Postal Ballot process in a fair and transparent manner. The Postal Ballot Form and the Self-addressed postage prepaid envelope are enclosed for use by the shareholders.

8. Shareholders have option either to vote through remote e-voting process or through the Postal Ballot Form.

Shareholders who have received the Postal Ballot Notice by email but wish to vote through Postal Ballot Form can download Postal Ballot Notice and Postal Ballot Form from the Company’s website or seek duplicate Postal Ballot Notice and Postal Ballot Form from Sharex Dynamic (India) Private Limited, Unit No. 1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai – 400 072, fill the requisite details and send the same to the scrutinizer at Sharex Dynamic (India) Private Limited, Mr. Himanshu S. Kamdar (Scrutinizer), Unit- Nutraplus India Limited, Unit No. 1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai – 400 072.

9. Shareholders are requested to read the instructions printed in the Postal Ballot Form carefully and duly completed

postal ballot with the Assent (For) and/or Dissent (Against) send in the attached postage prepaid envelope so as to reach the Scrutinizer on or before 5.00 P.M. on Monday, 8th January, 2018, being the last date for receipt of Postal Ballot Form by the Scrutinizer, providing sufficient time for postal transit.

10. The result of the Postal Ballot will be announced on Wednesday, 10th January, 2018 at the Registered Office of the

Company and will also be informed to the BSE Limited (BSE) and will be posted on the Company’s website. The date of declaration of results of the Postal Ballot will be taken as the date of passing of the resolutions.

11. Shareholders who are holding shares in electronic form are requested to notify any correction/ change in their

name/ address including Pin Code immediately to the Depository Participant. In the event of non - availability of Shareholders’ latest address either in Company’s record or in Depository Participant’s records, shareholders are likely to miss notices and other valuable correspondences sent by the Company.

12. Shareholders who hold shares in physical form are requested to notify any change in their particulars like change

in address, bank particulars etc., to the Company’s Registrars viz Sharex Dynamic (India) Private Limited, situated at Unit No. 1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai – 400 072.

13. A Member(s) can opt for only one mode of voting i.e. either by remote e-voting or through ballot. In case you

have opted to vote by remote e-voting, then please do not cast your vote by ballot and vice-versa. In case a

Member(s) cast his/her/their vote both by remote e-voting and a ballot, the vote(s) cast through remote e-voting shall prevail and the vote(s) cast through ballot form shall be considered invalid. INSTRUCTIONS FOR VOTING Voting in Physical form:

(i) The voting period begins on 09:00 A.M on 10th December, 2017 and ends on 05:00 P.M. on 8th January, 2018. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 1st December, 2017 of may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting

venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier

voting of any company, then your existing password is to be used. (viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the

Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However,

members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions

contained in this Notice.

(xii) Click on the EVSN for the relevant Nutraplus India Limited on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be

displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification

code and click on Forgot Password & enter the details as prompted by the system.

(xix) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to

log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

helpdesk.evoting@cdslindia.com.

After receiving the login details a Compliance User should be created using the admin login and

password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on

approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions

(“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.

By Order of the Board of Directors of Nutraplus India Limited

Sd/- Place: Mumbai Date: 3rd November, 2017

Mukesh Naik Managing Director

CIN: L24230MH1990PLC055347 DIN: 00412896 Registered office: 405, Matharu Arcade, Subhash Road, Vile Parle (East), Mumbai - 400057 Tel No.: +91 22 40140442 Website: www.nutraplus.com Email Id: nutraplus@gmail.com

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 ANNEXED TO AND

FORMING PART OF POSTAL BALLOT NOTICE

Item No. 1:

RAISING OF FUNDS BY THE COMPANY PURSUANT TO SECTION 42 AND 62(1)(c) OF THE COMPANIES ACT. 2013 THROUGH PREFERENTIAL ALLOTMENT OF WARRANTS TO PROMOTER AND PROMOTER GROUP:

In order to augment the funding needs of the Company for the finance growth plans, Market Development, Strengthen financial structure, enhancing liquidity, working capital resources and for general Corporate purpose, it is proposed to allot up to 15,00,000 (Fifteen lacs) Optionally Fully Convertible Warrants (“Warrants”) on preferential basis to the promoter in accordance with Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations, 2009, as amended (ICDR Regulations) and seeks your approval to the proposed special resolution under the provisions of Section 62(1) (c) and 42 of the Companies Act,2013.

The Board of Directors of the Company has, subject to the approval of the shareholders and requisite statutory approvals, as may be applicable, vide resolution passed on 3rd November 2017, approved the issue of up to 15,00,000 (fifteen Lakhs) Warrants to the promoter whose details are mentioned in Point No. 8, at a price of Rs. 40/- (Rupees Forty only) each aggregating to Rs. 6,00,00,000/- (Rupees Six Crores only).

The Articles of Association of the Company authorizes issue of securities. INFORMATION AS REQUIRED UNDER SECTION 42 READ WITH RULES MADE THEREUNDER AND REGULATION 73 OF SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IS SET OUT BELOW: 1. Objects of the Preferential Allotment: The object of the Preferential Allotment is to raise funds as mentioned in the explanatory note above.

2. The total number of warrants to be issued: The Board intends to offer, issue and allot up to 15,00,000 (fifteen Lakhs) fully Optionally Convertible Warrants of the Company, each at a price of Rs. 40/- (Rupees Forty Only).

3. The price or price band at/within which the allotment is proposed and Basis on which the price has been

arrived at along with report of the registered valuer: The issue price is Rs. 40/- (Rupees Forty Only) per warrant. However, as per Regulation 76 of the ICDR Regulations, the equity shares shall be allotted at a price not less than higher of the following: (a) The average of the weekly high and low of the volume weighted average price of the related equity shares

quoted on the recognised stock exchange during the twenty six weeks preceding the relevant date; or (b) The average of the weekly high and low of the volume weighted average prices of the related equity shares

quoted on a recognised stock exchange during the two weeks preceding the relevant date.

Accordingly, price of Rs. 40/- (Rupees Forty Only) per warrant determined by the Board or price as may be arrived at in accordance with the Regulation 76 of the ICDR Regulations, whichever is higher, shall be the price of the warrants. 4. Relevant date with reference to which the price has been arrived at:

The “Relevant Date” in terms of Regulation 71(a) of the ICDR Regulations for determination of issue price for allotment is December 8, 2017.

5. The class or classes of persons to whom the allotment is proposed to be made: The allotment is proposed to be made to the promoter of the Company.

None of the promoter(s) or the promoter group has previously subscribed to warrants of an issuer and failed to exercise the warrants, issued on preferential basis.

6. The intention / proposal of the Promoters, Directors and Key Managerial Personnel of the Company to subscribe to the proposed preferential offer:

The intention of the promoter under the proposed Preferential Allotment is as mentioned in the explanatory note. Persons forming part of the Promoter Group and Key Managerial Personnel, other than the Promoter of the Company, do not propose to subscribe under the proposed preferential allotment.

7. Proposed time within which the allotment shall be completed:

The proposed issue of shares shall be completed within the time limit specified under the ICDR Regulations or any amendment thereof. 8. The names of the proposed allottees and the percentage of post preferential offer capital that may be held by

them:

Name of the allottee

Category Pre preferential holding

% of Pre preferential

*Post preferential holding

% of Post preferential

Mr. Mukesh Naik Promoter 38,88,060 11.40 53,88,060 15.14 *the post preferential holding is computed based on assumption of the conversion of 15,00,000 warrants into equity shares.

9. The change in control, if any, in the Company that would occur consequent to the preferential offer: The existing Promoters of the Company will continue to be in control of the Company and there will not be any change in the management or control of the Company as a result of the proposed preferential allotment, except a corresponding change in shareholding pattern as well as voting rights.

10. Number of persons to whom allotments on preferential basis have already been made during the year, in

terms of number of securities as well as price: During the year, the Company has not made any allotment of any securities on preferential basis. 11. The justification for the allotment proposed to be made for consideration other than cash together with

valuation report of the registered valuer: The proposed issue is not for consideration other than cash. 12. The pre issue and post issue shareholding pattern of the Company:

The pre issue and post issue shareholding pattern of the Company after considering the preferential issue to be made to the CDR Lenders provided hereunder:

Sr. No.

Category Pre-issue equity shareholding

Post-issue equity shareholding

Number of Equity Shares

% Number of Equity Shares

%

A Promoters’ holding: 1 Indian Individual: Mukesh Naik 38,88,060 11.40 *53,88,060 15.14 Gita Naik 27,25,580 7.99 27,25,580 7.66 Uday Desai 37,45,280 10.99 37,45,280 10.52 Nidhi Naik 33,00,000 9.68 33,00,000 9.27 Bodies Corporate - - 0.00 Sub Total 1,36,58,920 40.07 1,51,58,920 42.59

2 Foreign Promoters - - - - Sub Total (A) 1,36,58,920 40.07 1,51,58,920 42.59 B Non-Promoters’

holding

1 Institutional Investors

220 0.00 220 0.00

2 Non-Institution: Private Corporate 17,34,434 5.09 17,34,434 5.09 Directors and

Relatives - - - -

Indian Public 164,25,248 48.18 164,25,248 48.18 Others (Including

NRIs) 22,72,264 6.66 22,72,264 6.66

Sub Total (B) 2,04,32,166 59.93 2,04,32,166 57.41 GRAND TOTAL 3,40,91,086 100.00 3,55,91,086 100.00

*the post preferential holding is computed based on assumption of the conversion of 15,00,000 warrants into equity shares.

13. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of pre and post issue share capital that may be held by the proposed allottees in the Company consequent to the Preferential Allotment:

Name Category Pre-issue Holding No. of Equity

Shares to be allotted

*Post-Issue Holding

No. of Equity Shares

%

No. of Equity Shares

%

Mr. Mukesh Naik Promoter 38,88,060

11.40 15,00,000 53,88,060 15.14

*the post preferential holding is computed based on assumption of the conversion of 15,00,000 warrants into equity shares.

14. Company's undertaking: The undertakings required under paragraphs (f) and (g) of Regulation 73(1) of Chapter VII of the ICDR Regulations will not be applicable to the Company as the Company's Equity Shares have been listed on the Stock Exchanges for a period exceeding the minimum period as specified under Regulation 76(2) of the ICDR Regulations.

15. Auditors' Certificate: M/s. Raman S. Shah & Associates, Chartered Accountants, the statutory auditors of the Company have certified that the Preferential Allotment is being made in accordance with the requirements contained in Chapter VII of the ICDR Regulations. A copy of this certificate shall be available for inspection at the registered office of the Company on all working days except public holidays during the hours between 11.00 a.m.to 1.00 p.m. up to the January 8, 2018.

With reference to disclosure specified in Part G of Schedule VIII of SEBI (ICDR) Regulations, 2009, neither the issuer nor any of its promoters or directors are willful defaulters.

Promoters, Directors and Key Managerial Personnel’s of the Company and their relatives, except to the extent of their respective shareholding, no other Directors or Key Managerial Personnel’s of the Company or their relatives are concerned or interested in the said resolution.

Item No. 2: As the members are aware, the Company was incorporated in the state of Maharashtra under the jurisdiction of Registrar of Companies, Maharashtra at Mumbai in the year 1990. The Company carries on the business of Manufacturing of bulk drugs / active pharmaceutical ingredients (APIs), specialty chemicals & intermediates. The Company has been carrying out its operations with 4 manufacturing units located in Dist. Palghar. With a measure to control the operating costs and for smooth functioning of the company, the Board of Directors of the Company considered and proposed to shift the Registered office of the Company from 405, Matharu Arcade, Subhash Road, Vile Parle (East), Mumbai – 400057, Maharashtra to N-92, MIDC Tarapur Boisar, Palghar - 401 506, Maharashtra at the manufacturing units which is outside the local limits of Mumbai however under the jurisdiction of the same the Registrar i.e. the Registrar of Companies, Maharashtra.

The Board recommended the above resolutions for your approval, as the same is in the interest of the company. None of the Directors and Key Managerial Personnel’s of the Company or their relatives is concerned or interested in the said resolution.

By Order of the Board of Directors

of Nutraplus India Limited

Sd/- Place: Mumbai Mukesh Naik Date: 3rd November, 2017 Managing Director CIN: L24230MH1990PLC055347 DIN: 00412896 Registered office: 405, Matharu Arcade, Subhash Road, Vile Parle (East) ,Mumbai - 400057 Tel No.: 022 40140442 Website: www.nutraplus.com Email Id: nutraplus@gmail.com

POSTAL BALLOT FORM Sr. No.

(Please read carefully the instructions printed overleaf before completing this form)

1. Name and Registered Address of Sole / : First named Shareholder (in block letters) 2. Name(s) of Joint holder(s), if any (in block : letters) 3. Registered Folio No. / DP ID No.* / Client : ID No.* (*Applicable to Investors holding shares in dematerialized form) 4. Number of Shares held (Equity Share of : Rs. 5/- each) I/We hereby exercise my/our vote in respect of the Special Resolution to be passed through Postal Ballot for the business stated in the Notice of the Company, dated 3rd November, 2017 by conveying my/our assent or dissent to the said Resolution by placing the tick (√) mark in the appropriate box below:

Item No. Brief particulars of the resolutions No.

of Shares

I/We assent to the

resolution (For)

I/We dissent to the

resolution (Against)

1. Special Resolution: for issue of 15,00,000 (Fifteen lacs) Optionally Fully Convertible Warrants (Warrants) to promoter and persons belongs to promoter group at issue price of Rs. 40/- (Rupees Forty only) each (including premium of Rs. 35/- per share) on preferential basis in accordance with Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder

2. Special Resolution: for shifting of registered office of the Company from Mumbai to Boisar, District Palghar within the state of Maharashtra;

Place: Date:

________________________________

Signature of Shareholder

ELECTRONIC VOTING PARTICULARS (Applicable for Individual Members only)

EVEN

(Electronic Voting Event Number) USER ID Password

1. Last Date for Receipt of Postal Ballot Form by the Scrutinizer: 5.00 p.m. on Monday, 8th

January, 2018.

2. Please read carefully the instructions printed overleaf before exercising the vote.

INSTRUCTIONS 1. A Member(s) desirous to exercise vote by Postal Ballot may complete this Postal Ballot Form and

send it to the Scrutinizer in the attached self-addressed envelope. Postage will be borne by the Company. Envelope containing Postal Ballot Form, if deposited in person or sent by courier at the expense of the Member(s) will also be accepted.

2. The self-addressed envelope bears the name and postal address of the Scrutinizer appointed by the Board of Directors of the Company.

3. The Postal Ballot Form should be completed and signed by the Member (as per the specimen

signature registered with the Company or Depository Participants). In case of joint holding, this Form should be completed and signed by the first named Member and in his /her absence, by the next named Member.

4. In the case of shares held by Companies, Trusts, Societies, etc., the duly completed Postal Ballot

Form should be accompanied by a certified copy of the Board Resolution/ Authorization together with the specimen signature(s) of the duly authorize8 signatories, without which the Postal Ballot Form may be treated as invalid.

5. Please convey your assent or dissent in this Postal Ballot Form by placing a tick (√) mark in the

appropriate box. In case of partial voting in both the columns, please state the number of shares in ‘For’ as well as ‘Against’ column. The assent or dissent received in any other form or on a photo copy of the Postal Ballot Form shall not be considered valid.

6. Incomplete, unsigned or incorrect Postal Ballot Forms will be rejected. The Scrutinizer’s

decisions on the validity of the Postal Ballot Form shall be final and binding. 7. Duly completed Postal Ballot Forms should reach the Scrutinizer not later than 5.00 p.m. on 8th

January, 2018. Postal Ballot Form received after this date will be strictly treated as if the reply from such Member(s) has not been received.

8. Members are requested to fill the Postal Ballot Form in indelible ink and avoid filling it by erasable writing medium(s) like pencil.

9. The exercise of vote through Postal Ballot is not permitted by a proxy.

10. A Member may request for a duplicate Postal Ballot Form, if so required. However, the duly

filled in duplicate Postal Ballot Form should reach the Scrutinizer not later than the date

specified under instruction 7 above. 11. Members are requested not to send any other paper along with the Postal Ballot Form in the

enclosed self-addressed postage pre-paid envelope. If any extraneous papers are found, the same will be destroyed.

12. Voting rights shall be reckoned on the fully paid-up number of the shares registered in the

name(s) of the Member(s) on the cut-off date i.e. 1st December, 2017 person who is not a member as on the said record date should be treat this notice for information purpose only.

13. A Member need not use all his votes nor cast all his votes in the same way. 14. The Company is pleased to offer e-voting facility as an alternate to all the Members of the

Company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. E-voting is optional. The detailed procedure is enumerated in the Notes of the Postal Ballot Notice. Members are requested to vote either physically or by way of e-voting but not both.

a. Launch the internet browser by typing the following www.evotingindia.com.

(i) Click on Shareholders. (ii) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with

the Company. (iii) Next enter the Image Verification as displayed and Click on Login. (iv) If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used. (v) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/ Depository

Participant are requested to use the sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. Please enter the DOB or Dividend Bank Details in order to login. If the details

are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(vi) After entering these details appropriately, click on “SUBMIT” tab. (vii) Members holding shares in physical form will then directly reach the Company selection

screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(viii) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(ix) Click on the EVSN for the relevant <Company Name> on which you choose to vote. (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the

option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A

confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xv) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvi) Note for Non – Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian

are required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. It may be sent to the Scrutinizer through email at hsk@rathiandassociates.com. You can also forward the documents at the Company’s email ID: nutraplus@gmail.com

(xvii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.

(xviii) The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) of 1st December, 2017