Galaxy Cloud Kitchens Ltd

TO THE SHAREHOLDERS:

In the Directors' Report of the Company's Annual Report 2019, under sub-heading "Matter related to Directors and Key Managerial Personnel" the following was stated:

The Board had judicious combination of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2019, the Board of Directors of the Company consists of Mr. Arvind Agrawal, Managing Director, Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sharad Rustagi, Independent Directors, Mr. Sunil Biyani and Mr. Swapnil Kothari, Non-Executive Directors.

There was no change in the composition of Board of Directors apart from appointment of Mr. Arvind Agrawal, as Managing Director of the Company with effect from November 3, 2018.

During the year under review, Mr. Tanuj Agarwal, resigned as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. February 28, 2019, and Mr. Atul Joshi has been appointed as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. March 1,2019.

Shareholders are now hereby advised that as a result of the below changes that occurred subsequent to the approval of Board's report on May 24. 2019:

1. To appoint a Director in place of Mr. Swapnil Kothari (DIN: 05235636), who retires by rotation and being eligible offers himself for re-appointment.

2. To consider re-appointment of Ms. Udita Jhunjhunwala (DIN: 00120951) as an Independent Director of the Company.

3. To consider appointment of Mr. Rajesh Mittal (DIN: 00231710) as an Independent Director of the Company.

The following is now presented as:

Matter related to Directors and Key Managerial Personnel:

The Board had judicious combination of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2019, the Board of Directors of the Company consists of Mr. Arvind Agrawal, Managing Director, Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sharad Rustagi, Independent Directors, Mr. Sunil Biyani and Mr. Swapnil Kothari, Non-Executive Directors.

There was no change in the composition of Board of Directors apart from appointment of Mr. Arvind Agrawal, as Managing Director of the Company with effect from November 3, 2018.

During the year under review, Mr. Tanuj Agarwal, resigned as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. February 28, 2019, and Mr. Atul Joshi has been appointed as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. March 1,2019.

In terms of section 152 of the Act, Mr. Swapnil Kothari is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors has approved the appointment of Mr. Rajesh Mittal for a term of 5 (five) consecutive years and re-appointment of Ms. Udita Jhunjhunwala for a term of 3 (Three) consecutive years as Independent Directors of the Company.

The notice convening forthcoming AGM includes the proposal for appointment/re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment/re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM. None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act.