ABN 77 121 339 704

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Date and time of meeting

25 November 2014 at 3.00 p.m.

Place of meeting

Celtic Club
48 Ord Street
West Perth, Western Australia

INDIA RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the eighth annual general meeting of shareholders of India Resources Limited
(Company) will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Tuesday, 25
November 2014 at 3.00 p.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 2014.
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 2014."

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
7 October 2014

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:
(a) 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
(b) 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.
Please note that a 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 3.00 p.m. on 23 November 2014.

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INDIA RESOURCES LIMITED 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 2014 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 2014 (including the financial statements, directors' report and auditors' report) was included in the 2014 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.
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 2014 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).

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The effect of Resolution 3 will be to allow the Company to issue equity securities of a maximum of 10% of the Company's ordinary fully paid securities on issue under the 10% Placement Capacity, during the period of up to 12 months from the date of the annual general meeting, without the requirement to obtain subsequent shareholder approval and without using the Company's 15% annual placement capacity available pursuant to ASX Listing Rule 7.1.
Resolution 3 is to be considered as a special resolution. Accordingly, at least 75% of votes cast by shareholders present and eligible to vote at the meeting must be in favour of Resolution 3 for it to be passed. The Company is seeking a mandate to issue securities under the 10% Placement Capacity to enable the Company to provide flexibility to act quickly as potential business opportunities arise.

ASX Listing Rule 7.1A

For the purposes of ASX Listing Rule 7.1A, an eligible entity is one that, as at the date of the relevant annual general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300 million.
The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $4.8 million.
Any equity securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted equity securities. The Company currently has one class of equity securities on issue, being ordinary shares (ASX code: IRL). As at the date of this notice of meeting, the Company has 802,288,470
Shares on issue. Accordingly, if Resolution 3 is approved, the Company will have the capacity to issue a maximum of 80,228,847 equity securities under the 10% Placement Capacity in accordance with ASX
Listing Rule 7.1A. Approval is being sought at a general meeting of shareholders of the Company to be held on 28 October 2014 for the issue of up to a further 198,302,306 Shares. If approval is given for the
issue of all of these Shares, the share capital of the Company will be expanded to 1,000,590,776.
The exact number of equity securities that the Company may issue under ASX Listing Rule 7.1A will be calculated according to the following formula:

(A x D) - E

Where:

D is 10%.

E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the

12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4.

Information required by ASX Listing Rule 7.1A

In accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Resolution 3:

(a) Minimum price

The minimum price at which the equity securities may be issued is 75% of the volume weighted
average price of equity securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

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(i) the date on which the price at which the equity securities are to be issued is agreed; or
(ii) if the equity securities are not issued within 5 ASX trading days of the above date, the date on which the equity securities are issued.
The Company may also issue equity securities under the 10% Placement Capacity as consideration for the acquisition of a new asset, resource or investment, in which case the Company will release to the market a valuation of those equity securities that demonstrates that the issue price of the securities complies with the rule above.

(b) Date of issue

The equity securities may be issued under the 10% Placement Capacity commencing on the date of the meeting and expiring on the first to occur of the following:
(i) 12 months after the date of the meeting; and
(ii) the date of approval by shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the
Company's main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to
be valid),
(the "10% Placement Capacity Period").

(c) Risk of voting dilution

Any issue of equity securities under the 10% Placement Capacity will dilute the interests of
shareholders who do not receive any securities under the issue.
If Resolution 3 is approved by shareholders and the Company issues the maximum number of equity securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the tables below.
The tables show the dilution of existing shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of ordinary securities on issue as at the date of this notice of meeting.
The tables show the voting dilution impact for securities issued under the 10% Placement Capacity where the number of Shares currently on issue (Variable A in the formula) increases by 50% and
100% and the economic dilution where there are changes in the issue price of Shares (based on a
50% decrease to current market price of Shares and 100% increase).

Table 1- based on current number of ordinary securities on issue

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As set out above, approval is being sought at a general meeting of shareholders of the Company to be held on 28 October 2014 for the issue of up to a further 198,302,306 Shares. If approval is given for the issue of all of these Shares, the share capital of the Company will be expanded to
1,000,590,776. If shareholder approval is obtained for the issue of these further Shares, the Company will have the capacity to issue a maximum of approximately 100,059,078 equity securities under the 10% Placement Capacity in accordance with Listing Rule 7.1A.
Table 2 below shows the dilution of existing shareholders based on the current market price of Shares and the number of ordinary securities which will be on issue, if shareholder approval is obtained for the issue of the further Shares outlined above (Variable A in the formula) calculated in accordance with the formula in Listing Rule 7.1A.2.

Table 2- based on issue of further Shares at the general meeting to be held on 28 October 2014

The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require shareholder approval (such as under a pro-rata rights issue or Shares issued under a takeover offer) or that are issued with shareholder approval under ASX Listing Rule
7.1.

The tables above are based on the following assumptions:

1. The issue price set out above is the closing price of Shares on the ASX on 6 October 2014.
2. The Company issues the maximum possible number of equity securities under the 10% Placement Capacity.
3. The issue of equity securities under the 10% Placement Capacity consists only of Shares. It is
assumed that no options are exercised into Shares before the date of issue of the equity securities.
4. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
5. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
6. The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements under the 10% Placement Capacity, based on that shareholder's holding at the date of the annual general meeting. All shareholders should consider the
dilution caused to their own shareholding depending on their specific circumstances.
Shareholders should note that there is a risk that:
(i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the meeting;
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue; and
(iii) the equity securities are issued as part of consideration for the acquisition of a new asset, in which case, no funds will be raised by the issue of the equity securities.

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(d) Purpose of issue under 10% Placement Capacity

The Company may issue equity securities under the 10% Placement Capacity for the following purposes:
(i) as cash consideration in which case the Company intends to use funds raised for acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company's current projects and any additional projects acquired (funds used for drilling, feasibility studies and ongoing project administration) and general working capital; or
(ii) as non-cash consideration for the acquisition of new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.
The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) and
3.10.5A upon the issue of any equity securities.

(e) Allocation under the 10% Placement Capacity

The allottees of the equity securities to be issued under the 10% Placement Capacity have not yet
been determined. However, the allottees of equity securities could consist of current shareholders or new investors (or both), none of whom will be related parties of the Company.
The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time including, but not limited to, an entitlement issue or other offer where existing shareholders may participate;
(iii) the effect of the issue of the equity securities on the control of the Company;
(iv) the circumstances of the Company including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the allottees under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(f) Previous issue of equity securities under ASX Listing Rule 7.1A

The Company obtained approval under ASX Listing Rule 7.1A at the 2013 annual general meeting
held on 14 November 2013. In the 12 months preceding the date of the meeting, the Company issued a total number of 148,697,694 equity securities, representing 22.7% of the total number of equity securities on issue at the commencement of that 12 month period. The details of all issues of equity securities in the 12 months preceding the date of the meeting are set out in Annexure A to this explanatory memorandum.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues equity securities pursuant to the 10% Placement Capacity, it will give to
ASX:
(i) a list of the allottees of the equity securities and the number of equity securities allotted to each (not for release to the market), in accordance with ASX Listing Rule 7.1A.4; and
(ii) the information required by ASX Listing Rule 3.10.5A for release to the market.

Voting exclusion

A voting exclusion statement is included in the notice of meeting. As at the date of this notice, the
Company has not invited any existing shareholder or an identifiable class of existing shareholders to participate in an issue of equity securities under ASX Listing Rule 7.1A. Therefore, no existing shareholders will be excluded from voting on Resolution 3.

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In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person's vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any equity securities issued under the 10% Placement Capacity), shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

Board recommendation

The Board believes that the 10% Placement Capacity is beneficial for the Company as it will give the
Company the flexibility to issue further securities representing up to 10% of the Company's share capital during the next 12 months. Accordingly, the Board recommend that shareholders approve Resolution 3.

GLOSSARY OF TERMS

"ASIC" means Australian Securities and Investments Commission.

"ASX" means ASX Limited.

"ASX Listing Rules" means the official listing rules of ASX.

"Board" means the board of directors of the Company.

"Closely Related Party" is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by a member of KMP.

"Company" or "India Resources" means India Resources Limited (ABN 77 121 339 704). "Constitution" means the constitution of the Company as amended from time to time. "Corporations Act" means the Corporations Act 2001 (Commonwealth).

"Corporations Regulations" means the Corporations Regulations 2001 (Commonwealth).

"Director" means a director of the Company.

"Key Management Personnel" or "KMP" means those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any director (whether executive or otherwise) of the Company.

"Remuneration Report" means the report contained in the annual financial report of the Company for the year ended 30 June 2014.

"Share" means an ordinary fully paid share in the capital of the Company.

"WST" means Australian Western Standard Time.

ANNEXURE A - SUPPLEMENTARY INFORMATION FOR RESOLUTION 3

The table below sets out the details of all the issues of equity securities by the Company in the 12 months preceding the annual general meeting, as required by Listing Rule 7.3A.6(b).

Notes

¹ Unlisted options over fully paid shares exercisable at 10 cents each on or before 30 November 2017. Shares issued as a result of the exercise of the options will rank equally with ordinary fully paid shares as from the date of allotment of the shares.

² Ordinary fully paid shares.

³ No discount to the market price as the closing market price on the date of issue was 0.6 cents.

 Based on the market price of the Company's shares of 0.6 cents as at the date of this notice of meeting.

 Funds will be used to pursue the grant of the mining lease for the Aravalli project and for general working capital purposes.

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INDIA RESOURCES LIMITED

ABN 77 121 339 704

PROXY FORM

India Resources Limited

Level 1

18 Kings Park Road

West Perth Western Australia 6005 FACSIMILE: (08) 9327 7499

Shareholder details

Name:

Number of shares held:

Appointment of Proxy

I/We being a shareholder of India Resources Limited holding the number of shares set out above, hereby appoint:

The Chairman of the meeting (mark with

an "X")

OR Write here the name of the person you are appointing if this person is someone other than the Chairman of the meeting.

or failing the person named (or if no person is named), the Chairman of the meeting, as my/our proxy to attend and vote on my/our behalf at the annual general meeting of India Resources Limited to be held on 25 November 2014 at the Celtic Club, 48 Ord Street, West Perth, Western Australia, and at any adjournment thereof.

Chairman authorised to exercise proxies on remuneration related matters (Resolution 2). If I/we have appointed the chairman of the meeting as my/our proxy or the chairman of the meeting becomes my/our proxy by default, by signing and submitting this proxy form I/we expressly authorise the chairman of the meeting to exercise my/our proxy in respect of Resolution 2 (except where I/we have indicated a different voting intention below) even though Resolution 2 is connected directly or indirectly with the remuneration of a member of key management personnel of the Company, which includes the chairman.

The chairman of the meeting intends to vote undirected proxies in favour of all resolutions. If you have appointed the chairman of the meeting as your proxy (or the chairman of the meeting becomes your proxy by default), and you wish to give the chairman specific voting directions on an item, you should mark the appropriate box opposite those items below (directing the chairman to vote for, against, or to abstain from voting).

Voting directions to your proxy - please mark X to indicate your directions

Resolution 1 Re-election of David Humann as a director

Resolution 2 Remuneration report

Resolution 3 Approval for 10% placement capacity

FOR AGAINST ABSTAIN

VOTING BY PROXY

1. A member of the Company entitled to attend and vote at the annual general meeting is entitled to appoint a proxy

(who need not be a member) to attend and vote on his/her behalf.

2. If the member is entitled to cast two or more votes at the meeting, they may appoint two proxies. If the member appoints two proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, then each proxy may exercise half of the votes.

3. The proxy form must be received at the Company's registered office at Level 1, 18 Kings Park Road, West Perth, Western Australia, 6005, or by facsimile on (08) 9327 7499 and in both cases, not less than 48 hours before the time of holding of the meeting.

4. In the case of joint holders of shares, the vote of the senior who tenders a vote, whether in person or by proxy, attorney or representative, must be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority is determined by the order in which the names stand in the register.

5. An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's attorney, duly authorised in writing or, if the appointor is a corporation, under seal. A copy of the power of attorney must be lodged for any proxy appointed under a power of attorney.

6. A proxy for a corporation must be appointed under the common seal of the corporation or signed in accordance with the requirements of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

- 2 directors of the company; or

- a director and a company secretary of the company; or

- for a proprietary company that has a sole director who is also the sole company secretary, that director.

For the Company to rely on the assumptions set out in Sections 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

7. If no voting instructions are marked on the proxy form then the proxy may vote as he/she thinks fit or may abstain from voting.

If a proxy is instructed to abstain from voting on an item of business, that person is directed not to vote on the shareholder's behalf on a poll and the shares the subject of the proxy appointment will not be counted in calculating the required majority.

Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned and the nominated proxy does not attend the meeting, the chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the chairman of the meeting which do not contain a direction how to vote will be used to support each of the resolutions proposed in the notice of meeting.