Curefoods India Private Limited

CIN: U55209KA2020PTC139614
Registered Office: No. 72/4, Roopena Agrahara, Hosur Road, Madiwala Post,
Bangalore – 560068, Karnataka
Corporate office: Sparkplug Coworks, 42, 2nd Floor, 100 Feet Rd, Koramangala
4th Block, Bengaluru – 560034, Karnataka
Email-ID: info@curefoods.in
Website: www.eatfit.in
Ph: +91 8951393420

NOTICE

Notice is hereby given that the Extraordinary General Meeting of the members of Curefoods India Private
Limited (“Company”) will be held on Saturday, October 9, 2021 at No. 72/4, Roopena Agrahara, Hosur Road,
Madiwala Post, Bangalore - 560068 at 4.00 p.m. at a shorter notice to transact the following business:

Item No. 1: Reclassification of the Authorised Share Capital of the Company

To consider, and if thought fit, to pass the following resolution with or without modification as an ordinary
resolution:

“RESOLVED that pursuant to the provisions of Sections 13, 61 and 64 of the Companies Act, 2013 read with
Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014, and other applicable provisions of the
Companies Act, 2013 and the rules framed thereunder (including any statutory modification(s) and re-
enactment(s) thereof, for the time being in force), the consent of the Members of the Company be and is hereby
accorded for reclassifying the Authorised Share Capital of the Company from the present Rs. 271,500 (Rupees
Two Lakh Seventy One Thousand and Five Hundred) divided into 200,000 (Two Lakh) Equity Shares of
Re. 1/- (Rupee One) each, 57,000 (Fifty Seven Thousand) Series A Compulsorily Convertible Preference Shares
of Re. 1/- (Rupee One) each, 8,000 (Eight Thousand) Series A1 Compulsorily Convertible Preference Shares of
Re. 1/- (Rupee One) each, 500 (Five Hundred) Series A2 Compulsorily Convertible Preference Shares of Re. 1/-
(Rupee One) each and 6,000 (Six Thousand) Series A3 Compulsorily Convertible Preference Shares of Re. 1/-
(Rupee One) each to Rs. 271,500 (Rupees Two Lakh Seventy One Thousand and Five Hundred) divided into
200,000 (Two Lakh) Equity Shares of Re. 1/- (Rupee One) each, 57,000 (Fifty Seven Thousand) Series A
Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each, 8,000 (Eight Thousand) Series A1
Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each, 500 (Five Hundred) Series A2
Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each, 3,030 (Three Thousand and Thirty)
Series A3 Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each and 2,970 (Two Thousand
Nine Hundred and Seventy) Series A4 Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each.

RESOLVED FURTHER that any of the directors on the Board of Directors of the Company be and is hereby
severally authorised to authenticate a certified true copy of this resolution wherever required and sign the
necessary documents and do all such acts, deeds, things and matters including filing of necessary forms and
documents with the Registrar of Companies as may be necessary and incidental to give effect to the aforesaid
Resolution.”

Item No. 2: Alteration of the Memorandum of Association

To consider, and if thought fit, to pass the following resolution with or without modification as an ordinary
resolution:

“RESOLVED that pursuant to Sections 13 and 61 of the Companies Act, 2013, and other applicable provisions
of the Companies Act, 2013 and the rules framed thereunder (including any statutory modification(s) and
re-enactment(s) thereof, for the time being in force), the consent of the members of the Company be and is
hereby accorded for substituting the existing Clause 5 of the Memorandum of Association of the Company with
the following new Clause 5:
“5. The authorised share capital of the Company is Rs. 271,500 (Rupees Two Lakh Seventy One Thousand and
Five Hundred) divided into 200,000 (Two Lakh) Equity Shares of Re. 1/- (Rupee One) each, 57,000 (Fifty
Seven Thousand) Series A Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each, 8,000
(Eight Thousand) Series A1 Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each, 500
(Five Hundred) Series A2 Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each, 3,030
(Three Thousand and Thirty) Series A3 Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One)
each and 2,970 (Two Thousand Nine Hundred and Seventy) Series A4 Compulsorily Convertible Preference
Shares of Re. 1/- (Rupee One) each with a power to increase or reduce the capital of the Company and to
divide the shares in the capital for the time being into several classes, and to attach thereto respectively such
rights as may be determined by or in accordance with the articles of association of the Company and to vary,
modify, amalgamate or abrogate any such rights in such a manner as may for the time being be provided in
the articles of association of the Company.”

RESOLVED FURTHER that any of the directors on the Board of Directors of the Company be and is hereby
severally authorised to authenticate a certified true copy of this resolution wherever required and sign the
necessary documents and do all such acts, deeds, things and matters including filing of necessary forms and
documents with the Registrar of Companies as may be necessary and incidental to give effect to the aforesaid
Resolution.”

By the order of the Board of Directors of

Curefoods India Private Limited

Name: Ankit Nagori

Director
DIN: 06672135

Date: October 9, 2021

Place: Bangalore
Note:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead
of himself. The proxy need not be a member of the Company. Proxies in order to be effective must be filed
with the Company at its registered office not later than forty-eight hours before the commencement of the
meeting.

2. A person shall not act as a Proxy for more than 50 members and holding in the aggregate not more than ten
percent (10%) of the total voting share capital of the Company. However, a single person may act as a proxy
for a member holding more than ten percent (10%) of the total voting share capital of the Company provided
that such person shall not act as a proxy for any other person.

3. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out the material
facts in respect of the business of this notice is annexed hereto.

4. Members/ Proxies are requested to kindly bring the attendance slip duly filled and signed and handed over at
the entrance of the meeting. Members are requested to affix their signature at the space provided. The proxy
of a member should mark on the attendance slip as ‘proxy’.

5. A route map to the venue of the meeting, along with prominent landmarks is attached hereto.

6. The Extra-ordinary General Meeting is being convened at a shorter notice pursuant to the Section 101(1) of
the Companies Act, 2013 with the consent given in writing/ by electronic mode by not less ninety-five per
cent (95%) of the members entitled to vote at such meeting. The members are requested to sign the enclosed
consent for shorter notice to attend the meeting and send it to the Company. Kindly make yourself available
to the meeting.
Explanatory Statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013

As required by section 102(1) of the Companies Act, 2013, the following explanatory statement sets out all the
material facts relating to the business mentioned under Item Nos. 1 and 2 of the accompanying Notice:

Item No. 1: Reclassification of the Authorised Share Capital of the Company

In order to issue Series A4 Compulsorily Convertible Preference Shares to raise funds for the ongoing projects
of the Company, the Board of Directors of the Company in its meeting held on October 9, 2021 has approved
the reclassification of the Authorised Share Capital of the Company from the present Rs. 271,500 (Rupees Two
Lakh Seventy One Thousand and Five Hundred) divided into 200,000 (Two Lakh) Equity Shares of Re. 1/-
(Rupee One) each, 57,000 (Fifty Seven Thousand) Series A Compulsorily Convertible Preference Shares of
Re. 1/- (Rupee One) each, 8,000 (Eight Thousand) Series A1 Compulsorily Convertible Preference Shares of
Re. 1/- (Rupee One) each, 500 (Five Hundred) Series A2 Compulsorily Convertible Preference Shares of Re. 1/-
(Rupee One) each and 6,000 (Six Thousand) Series A3 Compulsorily Convertible Preference Shares of Re. 1/-
(Rupee One) each to Rs. 271,500 (Rupees Two Lakh Seventy One Thousand and Five Hundred) divided into
200,000 (Two Lakh) Equity Shares of Re. 1/- (Rupee One) each, 57,000 (Fifty Seven Thousand) Series A
Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each, 8,000 (Eight Thousand) Series A1
Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each, 500 (Five Hundred) Series A2
Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each, 3,030 (Three Thousand and Thirty)
Series A3 Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each and 2,970 (Two Thousand
Nine Hundred and Seventy) Series A4 Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each.

The proposed reclassification of the Authorised Share Capital of the Company requires approval of the members
of the Company. In this regard a proposal is being placed before the members for the approval.

The approval of the members is sought for the reclassification of the authorised share capital of the Company.

The Board of Directors recommends the resolution as set out in item no. 1 of this notice by way of an Ordinary
Resolution.

The Members of the Company are requested to approve the resolution.

None of the Directors, Key Managerial personnel or their relatives are in any way concerned or interested in this
resolution, either directly or indirectly.

Item No. 2: Alteration of the Memorandum of Association

To reflect the reclassification of the authorised share capital of the Company in the Memorandum of Association
to Rs. 271,500 (Rupees Two Lakh Seventy One Thousand and Five Hundred) divided into 200,000 (Two Lakh)
Equity Shares of Re. 1/- (Rupee One) each, 57,000 (Fifty Seven Thousand) Series A Compulsorily Convertible
Preference Shares of Re. 1/- (Rupee One) each, 8,000 (Eight Thousand) Series A1 Compulsorily Convertible
Preference Shares of Re. 1/- (Rupee One) each, 500 (Five Hundred) Series A2 Compulsorily Convertible
Preference Shares of Re. 1/- (Rupee One) each, 3,030 (Three Thousand and Thirty) Series A3 Compulsorily
Convertible Preference Shares of Re. 1/- (Rupee One) each and 2,970 (Two Thousand Nine Hundred and
Seventy) Series A4 Compulsorily Convertible Preference Shares of Re. 1/- (Rupee One) each, it is necessary to
alter the capital clause in the Memorandum of Association.
The Memorandum of Association of the Company along with the proposed alterations will be open for inspection
by the members of the Company at the registered office of the Company during business hours on working days
till the conclusion of this meeting.

The approval of the members is sought for the alteration of the memorandum of association of the Company.

The Board of Directors recommends the resolution as set out in item no. 2 of this notice by way of an Ordinary
Resolution.

The members of the Company are requested to approve the resolution.

None of the Directors, Key Managerial personnel or their relatives are in any way concerned or interested in this
resolution, either directly or indirectly.

By the order of the Board of Directors of

Curefoods India Private Limited

__________________________
Name: Ankit Nagori
Director
DIN: 06672135

Date: October 9, 2021

Place: Bangalore
Curefoods India Private Limited
CIN: U55209KA2020PTC139614
Registered Office: No. 72/4, Roopena Agrahara, Hosur Road, Madiwala Post,
Bangalore – 560068, Karnataka
Corporate office: Sparkplug Coworks, 42, 2nd Floor, 100 Feet Rd, Koramangala
4th Block, Bengaluru – 560034, Karnataka
Email-ID: contact@eatfit.in
Website: www.eatfit.in
Ph: +91 8951393420

ATTENDANCE SLIP

Regd. Folio No*. / Client ID : ___________________________________________

Name & Address of
First/ Sole Shareholder : ___________________________________________

No. of Shares held : ___________________________________________

I hereby record my presence at the Extraordinary General Meeting of the Company to be held on Saturday,
October 9, 2021 at No. 72/4, Roopena Agrahara, Hosur Road, Madiwala Post, Bangalore - 560068 at 4.00 p.m.

__________________________
Signature of the Member/ Proxy
Notes:
a) Only Member/ Proxy can attend the meeting. No minors would be allowed at the meeting
b) Member / Proxy wish to attend the meeting must bring this attendance slip to the meeting and handover at
the entrance duly filled in and signed

*Applicable in case shares are held in Physical Form

Curefoods India Private Limited
CIN: U55209KA2020PTC139614
Registered Office: No. 72/4, Roopena Agrahara, Hosur Road, Madiwala Post,
Bangalore – 560068, Karnataka
Corporate office: Sparkplug Coworks, 42, 2nd Floor, 100 Feet Rd, Koramangala
4th Block, Bengaluru – 560034, Karnataka
Email-ID: contact@eatfit.in
Website: www.eatfit.in
Ph: +91 8951393420

PROXY FORM (MGT – 11)

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management
and Administration) Rules, 2014)

CIN: : U55209KA2020PTC139614
Name of the Company : Curefoods India Private Limited
Registered Office : No. 72/4, Roopena Agrahara,
Hosur Road, Madiwala Post, Bangalore - 560068

Name of the Member : _______________________________________________________

Registered Address : _______________________________________________________
Email ID : _______________________________________________________
Regd. Folio No.* / Client ID : _______________________________________________________
DP ID : _______________________________________________________

*Applicable in case shares are held in Physical Form

I/ We being the member(s) of _________________________ shares of the above named company, hereby
appoint:

1. Name:
Address:
Email ID:
Signature: _________________________ or failing him/ her

2. Name:
Address:
Email ID:
Signature: _________________________ or failing him/ her

3. Name:
Address:
Email ID:
Signature: _________________________
as my/ our Proxy to attend and vote (on a poll) for me/ us on my/ our behalf at the Extraordinary General Meeting
of the Company to be held on Saturday, October 9, 2021 at No. 72/4, Roopena Agrahara, Hosur Road, Madiwala
Post, Bangalore - 560068 at 4.00 p.m. and at any adjournment thereof in respect of such resolution as indicated
below:

Resolution Resolution Vote*

No. For Against
Special Business
1 Reclassification of the Authorised Share Capital
of the Company
2 Alteration of the Memorandum of Association

Signed on this October 9, 2021

Affix

Revenue
Stamp
Signature of Shareholder: _____________

Signature of Proxy holder(s): _____________

* It is optional to put a “✓” in the appropriate column against the resolutions indicated in the box. If you leave
the 'For' or 'Against’ column blank against any or all resolutions, your proxy will be entitled to vote in the manner
as he/she thinks appropriate.

Notes:

a) Proxy need not be a member of the Company.

b) This form of proxy in order to be effective should be duly completed and deposited at the registered
office of the Company not less than 48 hours before the commencement of the meeting.

c) Corporate members intending to send their authorised representative(s) to attend the meeting are
requested to send a Certified Copy of the Board Resolution authorizing their representative(s) to attend
and vote on their behalf at the meeting.
Route map of the EGM venue