INDIA RESOURCES : Notice of Annual General Meeting

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ABN 77 121 339 704 NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM Date and time of meeting

16 December 2016 at 10.00 a.m.

Place of meeting

BDO office 38 Station Street

Subiaco, Western Australia

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the tenth annual general meeting of shareholders of India Resources Limited (Company) will be held at the offices of BDO, 38 Station Street, Subiaco, Western Australia on Friday, 16 December 2016 at 10.00 a.m.

The explanatory memorandum which accompanies and forms part of this notice of annual general meeting describes the matters to be considered at the annual general meeting.

AGENDA ORDINARY BUSINESS Financial statements and reports

To receive and consider the annual financial report of the Company and the reports of the directors and auditors for the financial year ended 30 June 2016.

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

1. Re-election of David Humann as a director

   "That Mr David Humann, being a director of the Company, retires by rotation in accordance with Clause 14.4(a) of the Constitution and ASX Listing Rule 14.4 and being eligible for re-election, is hereby re-elected as a director of the Company."

   To consider and if thought fit to pass, with or without amendment, the following resolution as a non- binding resolution.

2. Remuneration report

   "That for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report as contained in the annual financial report of the Company for the year ended 30 June 2016."

   In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 2 by or on behalf of either a member of Key Management Personnel (details of whose remuneration are included in the Remuneration Report) or a Closely Related Party of such a member.

   SPECIAL BUSINESS

   The special business of the meeting is to consider and if thought fit to pass, with or without amendment, the following resolution as a special resolution.

3. Approval for 10% placement capacity

"That for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the explanatory memorandum accompanying the notice of meeting."

The Company will disregard any votes cast on this resolution by any person who may participate in the issue of equity securities under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons.

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By order of the Board

Frank Campagna

Company Secretary

Perth, Western Australia 8 November 2016

Voting exclusion note

Where a voting exclusion applies, the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Proxy appointments

A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote for the member at the meeting. A proxy need not be a member of the Company.

A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the proxy instructions on that form.

Voting prohibition statement for key management personnel

In accordance with the Corporations Act, a member of Key Management Personnel (KMP) of the Company or a Closely Related Party of a KMP, is not entitled to vote on Resolution 2.

However, a person described above may cast a vote on Resolution 2 if:

1. the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 2 and the vote is not cast on behalf of a person who is otherwise excluded from voting on the Resolution as described above; or

2. the person is the chair of the meeting voting an undirected proxy and their appointment expressly authorises the chair to exercise the proxy even though Resolution 2 is connected with the remuneration of KMP of the Company.

A member of KMP, including the chairman, cannot vote on Resolution 2 as proxy unless given specific voting directions on the proxy form. Accordingly, please direct your proxy how to vote by marking either the For or Against box for Resolution 2 on the proxy form.

The Chairman of the meeting intends to vote all available proxies to the extent expressly authorised in favour of Resolution 2.

If members of KMP or a Closely Related Party of such person purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company and the KMP may be liable for an offence for breach of voting restrictions that apply under the Corporations Act.

Voting entitlements

In accordance with Regulation 7.11.37 of the Corporations Regulations, the directors have determined that the identity of those entitled to attend and vote at the meeting is to be taken as those persons who held Shares in the Company as at 10.00 a.m. on 14 December 2016.

EXPLANATORY MEMORANDUM

This explanatory memorandum has been prepared for the information of shareholders of India Resources Limited in connection with the business to be considered at the 2016 annual general meeting of the Company and should be read in conjunction with the accompanying notice of meeting.

ANNUAL FINANCIAL REPORT

The financial report of the Company for the year ended 30 June 2016 (including the financial statements, directors' report and auditors' report) was included in the 2016 annual report of the Company, a copy of which is available on the Company's web-site at www.indiaresources.com.au.

There is no requirement for shareholders to approve these reports. However, time will be allowed during the annual general meeting for consideration by shareholders of the financial statements and the associated directors' and auditors' reports.

RESOLUTION 1 - RE-ELECTION OF DAVID HUMANN AS A DIRECTOR

In accordance with ASX Listing Rule 14.5 and clause 14.4(a) of the Constitution, at every annual general meeting, one third of the directors in office (other than any managing director) must retire by rotation and are eligible for re-election.

Mr David Humann therefore retires at the annual general meeting in accordance with the Constitution and being eligible, has offered himself for re-election at the meeting.

Mr Humann is a Chartered Accountant and was Chairman and Senior Partner of PricewaterhouseCoopers (formerly Price Waterhouse) for Hong Kong and China from 1986 until 1994. He was also the Managing Partner of Price Waterhouse, Asia Pacific Region and a member of the World Board of Price Waterhouse and the World Executive Management Committee. Mr Humann is currently a director of several publicly listed companies operating in the mining, minerals processing and mining services and engineering sectors. Mr Humann is Chairman of the Audit Committee and a member of the Remuneration Committee.

The Board (other than Mr Humann) recommends that shareholders vote in favour of the re-election of Mr Humann as a director of the Company.

RESOLUTION 2 - REMUNERATION REPORT

The Remuneration Report is contained in the Directors' Report section of the Company's 2016 annual report. The Remuneration Report describes the underlying principles and structure of the remuneration policies of the Company and sets out the remuneration arrangements in place for directors and senior executives.

The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of shareholders of the Company. Shareholders should note that the vote on Resolution 2 is not binding on the Company or its directors. However, the directors take the discussion at the meeting and the outcome of the vote into account when considering the Company's remuneration practices.

The Board recommends that shareholders vote in favour of Resolution 2.

RESOLUTION 3 - APPROVAL FOR ADDITIONAL 10% PLACEMENT CAPACITY

ASX Listing Rule 7.1A provides that an "eligible entity" may seek shareholder approval at its annual general meeting to allow it to issue equity securities up to maximum of 10% of its issued capital (10% Placement Capacity). The 10% Placement Capacity is in addition to the Company's 15% placement capacity under ASX Listing Rule 7.1.

If shareholders approve Resolution 3, the number of equity securities that the Company can issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).