INFORMATION STATEMENT

PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT

OF 1934, AS AMENDED

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE NOT REQUESTED TO SEND US A PROXY

This Information Statement is being furnished to the stockholders of Toga Limited, a Nevada corporation (the “Company”), at the direction of the Company’s Board of Directors and pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934. It is furnished in connection with the 2019 Annual Meeting of stockholders scheduled for 3:00 p.m. on August 8, 2019 for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

This Information Statement and accompanying Notice of Annual Meeting of Stockholders are being mailed on or about July 19, 2019.

RECORD DATE; VOTING SECURITIES

Only holders of record of the Company’s common stock as of July 12, 2019 shall be entitled to vote at the annual shareholders’ meeting on the basis of one vote for each share held. As of July 12, 2019, there were 90,755,372 shares of Toga Limited’s common stock outstanding. The presence, either in person or by proxy, of a majority of the total number of shares of common stock outstanding on the Record Date is necessary to constitute a quorum and to transact such matters as come before the 2019 Annual Meeting.

As of the Record Date, management and its affiliates (“Principal Stockholders”) collectively owned greater than 50% of the Company’s outstanding common stock and will vote such shares to approve the election as members of the Board of Directors of the five (5) nominees listed under the caption “Election of Directors” and the engagement of the accounting firm of Pinnacle Accountancy Group of Utah as the Company’s auditors for the fiscal year ended July 31, 2019. Since the common stock owned by the Principal Shareholders constitute a majority of the Company’s outstanding common stock, the Board of Directors determined not to solicit proxies. All stockholders of record on the Record Date are entitled to attend the meeting and vote their shares personally or through their own legally constituted proxy.

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INFORMATION STATEMENT FOR ANNUAL MEETING

OF TOGA LIMITED SHAREHOLDERS

To Be Held August 8, 2019

The Board of Directors furnish this Information Statement to the shareholders in connection with the 2019 Annual Meeting of Toga Limited, to be held at 3:00 PM on August 8, 2019 at the Malaysia International Trade and Exhibition Centre, 8, Jalan Dutamas 2, Kompleks Kerajaan, 50480 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

THE BOARD OF DIRECTORS

The business of the Company is managed under the direction of the Board of Directors. It has the responsibility for establishing broad corporate polices and for the overall performance of the Company. It is not, however, involved in operating details on a day-to-day basis. The Board is kept advised of the Company’s business through regular written reports and analyses and discussions with the Company’s Chairman and CEO, Mr. Michael Toh, and other officers of the Company. The Company’s Board of Directors currently consists of five members.

Meeting of the Board

The Board has recently adopted a policy to meet on a regular basis during the year to review significant developments affecting the Company and to act on matters requiring the Board’s approval. It also holds special meetings when an important matter requires Board action between scheduled meetings. In 2018, there were 29 actions taken by Unanimous Written Consent and in 2019, to date, there has been 12 actions taken by Unanimous Written Consent.

The existing five (5) members of the Board have been nominated for re-election at the 2019 Annual meeting to hold office until the next Annual Meeting or until their successors are elected and qualified. Management expects that each of the nominees will be available for election, but if any of them is not a candidate at the time the election occurs, it is intended that another nominee will be designated by the Board of Directors to fill any such vacancy.

Votes Required

The directors nominated for election will be elected by a plurality of the votes cast, in person or by proxy, at the 2019 Annual Meeting. Abstentions from voting and broker “non-votes” on the election of directors will have no effect since they will not represent votes cast at the 2019 Annual Meeting for the purpose of electing directors.

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Election of Directors

The following are the nominees and other directors of the Company who will continue in office beyond the 2019 Annual Meeting, with information regarding their principal occupation and other business affiliations, the year each was first elected as a director, other affiliations and each director’s or nominee’s age. The principal stockholders will vote FOR the election of each nominee listed below.

Michael Toh Kok Soon , has been the Chairman of the Board, Chief Executive Officer and President of Toga Limited since 2016. He served as President and CEO of Toga Capital Sdn. Bhd., a Malaysian corporation since 2015. Mr. Toh was the founder and CEO of Gen Five Global, a Celecom authorized dealer. Mr. Toh holds a Bachelor of Engineering (Hons.) Electronics degree from the Multimedia University, Melaka, Malaysia.

Alexander D. Henderson , has been the Chief Financial Officer, Secretary, Treasurer and member of the Board of Directors of Toga Limited since 2019. Prior to serving as the Company’s CFO, Secretary, Treasurer and Director, he was the CFO of Cingular Staffing in Fullerton California. From June 2015 to October 2016, Mr. Henderson acted as an executive, financial and operational business consultant, working with entrepreneurs and their start-ups and small private companies in their efforts to become publicly traded including preparation of GAAP compliant financials. Mr. Henderson also prepared financial projections and business plans to obtain private financing. In January 2013, Mr. Henderson joined Motivating the Masses, Inc. Mr. Henderson assisted in taking the company public through the filing of its Form S-1 registration statement and becoming effective in September 2013. In 1998, Mr. Henderson received his Bachelor’s Degree in Finance from the National University and received his Master’s Degree in Business Administration with a concentration in e-Business from National University in 2004.

Shemori BoShae , is a current member of the Board of Directors of Toga Limited. In addition to serving as a member of the Board of Directors, Ms. BoShae is the current Director of Operational Management and Corporate Development of The EMCO Hanover Group in Los Angeles, California. From January 2014 to March 2016, Ms. BoShae joined DJ Central, an international record label in Sydney, Australia as the Vice President of Business Development in North America. From December 2016 to February 2019, Ms. BoShae joined 1 ParkPlace – The Genie AI in San Diego, California as Vice President of Customer Operations. Ms. BoShae received her Bachelor of Arts Degree in Corporate Communication from the University of Central Oklahoma in 2008.

Iain Bratt , is a current member of the Board of Directors of Toga Limited. In addition to serving as a member of the Board of Directors, Mr. Bratt serves as Chief Operating Officer of Social Point of View LLC in Scottsdale, Arizona. From January 2016 to July 2018, Mr. Bratt was engaged as a freelance consultant, providing C level expertise in the fields of operations and finance to direct sales and traditional businesses. From February 2015 to December 2015, Mr. Bratt was the Chief Executive Officer for the United States, Canada, Mexico and Brazil divisions of Lyoness Americas, Inc., an international shopping network in Miami, Florida with 6 million members in over 40 countries and 27 languages, offering cashback and shopping points to members and marketing support to small business clients. From May 1999 to November 2014, Mr. Bratt was the Executive Vice President and Chief Financial Officer of LifeForce International, a family owned nutritional manufacturer and direct sales company located in Poway, California. With international subsidiaries in Australia, Canada, New Zealand and Singapore, Mr. Bratt presided over all operations including revenue generation, recognition and growth. Mr. Bratt was educated in the United Kingdom receiving a degree in accounting from West Bromwich College of Commerce & Technology. Mr. Bratt is a Member and Fellow AAT, London, England in advance accounting plus 5-years’ experience.

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Jim Lupkin , is a current member of the Board of Directors of Toga Limited. In addition to serving as a member of the Board of Directors, Mr. Lupkin is the Chief Executive Officer of Social Point of View LLC in Scottsdale, Arizona. From August 2014 to July 2018, Mr. Lupkin worked as a consultant, providing social media training and advice on social media advertisement and coaching to independent contractors, small businesses, brands and companies. From February 2016 to July 2016, Mr. Lupkin was an executive officer of Yevo International LLC, a company located in Lehi, Utah. From January 2013 to August 2014, Mr. Lupkin was a Social Media Director of Zurvita, a direct sales company with a wellness product in Houston, Texas.

There are no family relationships between any nominee and/or any executive officers of the Company. Messrs. Toh, Henderson, Bratt, Lupkin and Ms. BoShae are current directors of Toga Limited.

Currently, Ms. BoShae, Mr. Bratt and Mr. Lupkin are considered “independent directors” as such terms is defined by Nasdaq Marketplace Rule 4200(a)(15).

Board Meetings and Committees

Currently, Toga Limited has five directors and does not have a nominating committee. The Board of Directors has adopted a policy with regard to the consideration of any director candidates recommended by security holders. All of the current director nominees were nominated by the entire board.

Toga Limited’s Board of Directors has a process whereby security holders may send communications to the Board of Directors. Such security holders may send certified letters to Michael Toh Kok Soon, CEO of Toga Limited, who shall be responsible for presenting such communication to the entire board.

Toga Limited has adopted a code of ethics that applies to its principal executive officers, principal financial officer and principal accounting officer. Toga Limited will provide any person without charge, upon request, a copy of such code of ethics and explain the manner in which such request may be made. Following the Annual Meeting, the Board intends to create an Audit Committee and a Nomination Committee, each of which shall consist of the non-management (or independent) members of the Board.

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