NOTICE IS HEREBY GIVEN THAT 2nd ANNUAL GENERAL MEETING OF THE COMPANY WILL BE HELD ON FRIDAY, 27thNOVEMBER, 2020 AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 407, SILVER RADIANCE, PAKWAN CHAR RASTA, SINDHU BHAVAN ROAD, BODAKDEV AHMEDABAD GJ 380054 IN AT 01.00 P.M. TO TRANSACT THE FOLLOWING BUSINESS:

1. To receive, consider and adopt the Financial Statements of the Company for the year ended March 31, 2020, including the audited Balance Sheet as at March 31, 2020, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors (‘the Board’) and Auditors thereon.
2. To appoint a Director of MR. VISHAL HARSHVARDHAN JAIN, who retires by rotation, in terms of Section 152(6) of the Companies Act, 2013, and being eligible, offers himself for re-appointment.

1. Appointment of Mr. Narendrasinh P Devda as Managing Director
   To consider and, if thought fit, to pass the following resolution with or without modification(s) as anSpecialResolution:“RESOLVED THAT Pursuant to provision of Section 196, 197 and any other applicable provisions, if any of the Companies Act, 2013 and the rules made there under as amended from time to time, read with Schedule V to the Act, andArticles of Association of the Company and subject to the approval of CentralGovernment or other Government authority/agency/board, if any, the consent ofthe Members of the Company be and is hereby accorded to appoint Mr. Narendrasinh Prahladsinh Devda (DIN:00344604) as Managing Director of the Company for a period of 5 years with effect from 27thNovember, 2020 upon such terms and conditions including remuneration to be mutually decided by the Board of Directors of the Company in consultation with Mr. Narendrasinh Prahladsinh Devda, and whose office is not liable for the determination of director forretirement by rotation, and on such terms and conditions as set out in explanatory statement and annexed to the notice convening this meeting.“RESOLVED FURTHER THAT to give effect to this Resolution MR. VISHALJAIN, (DIN: 08082565), Director of the Company be and is hereby Authorized to settle any question, difficulty or doubt that may arise with regard to giving effect to the above Resolution and to do all acts, deeds, things as may be necessary in its absolute discretion deem necessary, proper, desirable and to finalize any documents and Writings related thereto.”“RESOLVED FURTHER THAT Digital signature of MR. GOVINDSINGH CHAVDA (DIN: 07931885), Director of the Company be affixed on e-form DIR-12, e-form MR-1, e-form MGT-14 for Change in Designation of Director and Mr. Anish Shah, Practicing Company secretary be and is hereby authorized to certify said e-form DIR-12, e-form MR-1, e-form MGT-14 to the Registrar of companies through MCA Portal in his professional capacity.”

BY ORDER OF THE BOARD OF DIRECTORS

For, INFINION BIOPHARMA LIMITED

(FORMERLY INFINION BIOPHARMA PRIVATE LIMITED)

PLACE: AHMEDABAD

DATE: 29/10/2020

__________________________________

MR. NARENDRASINH DEVDA

DIRECTOR

(DIN- 00344604)

NOTES: –

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. INSTRUMENT OF PROXY IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.
2. EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013 IS ATTACHED WITH THE NOTICE.

(Pursuant to section 102 of the Companies Act, 2013)

Item No4.

As required by section 102 of the Companies Act, 2013 (The ‘Act’), the following explanatory statement sets out all material facts relating to the business mentioned under Item No. 4 of the accompanying Notice:

MR. NARENDRASINH DEVDA (DIN: 00344604),was appointed as a First Director of the company since its incorporation that is from 16th January, 2018. Now the Company’s paid up share capital has increased beyond the threshold limit of Rs. 10 Crores so there need to appoint Managing Director in the Company as per the provisions of the Companies Act, 2013. Considering his knowledge of various aspects relating to the Company’s Affairs and business experience, the Board of Directors is of the opinion that for smooth and efficient running of the business, Mr. Narendrasinh Devda should be appointed as Managing Director of the company for period of 5 years with effect from 27th November, 2020.

Mr. Narendrasinh Prahladsinh Devda has given his consent to act as a Director of the Company in Form DIR2.

None of the Directors or Key Managerial Personnel (KMP) of the Company or their relatives except MR. NARENDRASINH DEVDA (DIN:00344604),is concerned or interested, financial or otherwise, in the resolution.

Period of Appointment- 5 years from w.e.f27thNovember, 2020

Remuneration- NIL as company is not having any turnover or profits in the Financial Year 2019-2020. Remuneration will be increased as and when company starts making turnover and profit with the consent of the Board of Directors and any committee formed time to time under the provisions of the Companies Act,2013.

Perquisites and allowances- Perquisites and allowances should be provided to him as and when arises by him on behalf of the company. Any payment made by him on behalf of the company should be reimbursed to him. Medical allowances and other allowances should be provided to him as decided by the board of the directors as per policy of the company.

BY ORDER OF THE BOARD OF DIRECTORS

For, INFINION BIOPHARMA LIMITED

(FORMERLY INFINION BIOPHARMA PRIVATE LIMITED)

PLACE: AHMEDABAD

DATE: 29/10/2020

__________________________________

MR. NARENDRASINH DEVDA

DIRECTOR

(DIN- 00344604)

407, SILVER RADIANCE, PAKWAN CHAR RASTA, SINDHU BHAVAN ROAD, BODAKDEV AHMEDABAD GJ 380054 IN

Name of the attending Member (In Block Letters):

Folio No/ DPID / Client ID :

Name of the Proxy :

(To be filled in if the Proxy attends instead of the Member)

No. of Shares held:

(In words)

I hereby record my presence at Annual General Meeting of the Company at 407, SILVER RADIANCE, PAKWAN CHAR RASTA, SINDHU BHAVAN ROAD, BODAKDEV AHMEDABAD GJ 380054 INon FRIDAY, 27thNOVEMBER, 2020 and at any adjournment thereof.

Signature of Shareholder / Proxy

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: U51909GJ2018PLC100571

Name of the company: INFINION BIOPHARMA LIMITED

Registered office: 407, SILVER RADIANCE, PAKWAN CHAR RASTA, SINDHU BHAVAN ROAD, BODAKDEV AHMEDABAD GJ 380054 IN

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

1. Name: ……………………………

Address:

E-mail Id:

Signature: …………………….

2. Name: ………………………..…

Address:

E-mail Id:

Signature: …………………….

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at Annual General Meeting of the company, to be held on FRIDAY, 27th NOVEMBER, 2020 at 01:00 P.M. at the registered office of the Company situated at 407, SILVER RADIANCE, PAKWAN CHAR RASTA, SINDHU BHAVAN ROAD, BODAKDEV AHMEDABAD GJ 380054 IN and at any adjournment thereof in respect of such resolutions as are indicated below:

Signed this…..day of ………., 2020.

__________________________________

Signature of Shareholder

__________________________________

Signature of Proxy holder(s)

Note: 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.