EGM Notice

Document Summary

The document is a notice for the 3rd Extraordinary General Meeting (EGM) of Oravel Stays Limited, scheduled for Thursday, August 8, 2024, at 5:30 P.M. (IST) via video conferencing or other audio-visual means. The EGM will address the following special business items:

1. Appointment of Mr. Sumer Juneja as a Non-Executive Director:

• A resolution is proposed to appoint Mr. Sumer Juneja (DIN: 08343545) as a Non-Executive Director of the Company.
• Mr. Juneja was previously appointed as an Additional Director (nominee of SoftBank Vision Fund) with effect from July 9, 2024.
• The resolution seeks to formally appoint him as a Non-Executive Director, liable to retire by rotation.
• The Group General Counsel, Group Chief Financial Officer and Company Secretary are authorized to complete necessary filings and entries.

2. Alteration and Increase of Authorized Share Capital:

• A resolution is proposed to increase and alter the authorized share capital of the Company.
• The authorized share capital will be increased from INR 13,41,13,59,300/- to INR 16,31,13,59,300/-.
• The revised share capital structure will consist of 900,00,00,000 Equity Shares of INR 1/- each and various series of Fully and Compulsorily Convertible Preference Shares.
• A breakdown of the share series and their respective amounts is detailed in the notice, including Series A, A1, B, C, C1, C2, D, D1, E, F, F1, F2, and G.
• The Directors, Manager, Group General Counsel, Group Chief Financial Officer, and Company Secretary are authorized to take actions to effectuate this resolution.

3. Private Placement of Series G CCCPS:

• A special resolution is proposed to create, offer, and issue 35,86,98,276 Series G Fully and Compulsory Convertible Cumulative Preference Shares (Series G CCCPS) on a private placement basis.
• The shares will be offered at an issue price of INR 29 per share, for an aggregate consideration of INR 10,40,22,50,004.
• Specific investors and the number of shares offered to each are listed, including:
  • InCred Wealth and Investment Services Private Limited (up to 2,62,84,483 shares)
  • J & A Partners (up to 4,13,79,310 shares)
  • Ask Financial Holdings Private Limited (up to 48,27,586 shares)
  • Patient Capital Investments Pte. Ltd. or affiliate entity (up to 28,62,06,897 shares)
• The letter of offer cum application form in Form PAS-4 is approved, and Directors and the Company Secretary are authorized to sign and send it to investors.
• A valuation report from Samarth Valuation Advisory LLP is noted.
• The aggregate amount of share application money will be kept in a separate bank account.
• The company will record the subscribers' names and maintain records in Form PAS-5.
• The Fund Raising Committee is authorized to make modifications to the offer letter and Form PAS-5 and settle related issues.

Key Terms of Series G CCCPS:

• The terms are a summary and are governed by the Shareholders' Agreement dated July 29, 2019. In case of conflict, the Shareholders' Agreement prevails.
• Dividend: Issued at a minimum preferential dividend rate of 0.01% per annum (Series G Preferential Dividend), which is cumulative.
• Priority: Series G CCCPS have priority for dividend payments and capital repayment over equity shares.
• Liquidity Event: Investors are entitled to receive proceeds of Liquidity Event before other Shareholders.
• Participation in Surplus: Each Series G CCCPS can participate pari passu in cash or non-cash dividends.
• Voting Rights: Holders are entitled to notice and vote on all matters, exercising voting rights as if converted into Equity Shares.
• Conversion: Subject to adjustments, each Series G CCCPS can be converted into Equity Shares on a 1:1 basis.
• Redemption: In lieu of redemption, Series G CCCPS shall be compulsorily convertible into Equity Shares.
• Anti-Dilution: Holders are entitled to broad-based weighted average anti-dilution protection.

Additional Information and Procedures for the EGM:

• The EGM is being held through video conferencing as per MCA Circulars.
• The registered office in Ahmedabad will be considered the Deemed Venue.
• Proxies are not available for this EGM due to virtual attendance.
• Corporate members can appoint authorized representatives to attend and vote.
• The cut-off date for voting eligibility is Thursday, August 1, 2024.
• Remote e-voting will be available from Sunday, August 4, 2024, at 9:00 AM (IST) to Wednesday, August 7, at 5:00 PM (IST).
• The scrutinizer is Mr. Devesh Vasisht of DPV & Associates LLP.
• Members can submit questions or register as speakers by Thursday, August 1, 2024.
• The voting right of shareholders shall be in proportion to their share in the Company's paid-up share capital (Equity and Preference) as of the cut-off date.
• Detailed instructions for attending the EGM and voting electronically are provided, including links to relevant websites and contact information for technical support.
• The notice includes instructions for shareholders holding securities in demat and physical form, as well as specific guidelines for institutional shareholders.

Explanatory Statement - Appointment of Mr. Sumer Juneja:

• Mr. Sumer Juneja's appointment as a Non-Executive Director is being recommended to the shareholders for approval.
• He is not disqualified under Section 164 of the Companies Act, 2013 and has given his consent to act as a Director.
• Mr. Juneja is Managing Partner and Head of EMEA & India at SoftBank Investment Advisers.
• He does not hold any shares in the Company and is not related to any Director or Key Managerial Personnel.
• The Board recommends his appointment.

Explanatory Statement - Alteration and Increase of Authorized Share Capital:

• The company is increasing its authorized share capital to facilitate a private placement of Series G CCCPS.
• Details of the existing and proposed authorized share capital structure are provided, including the breakdown of equity and preference shares.
• The Directors and key managerial personnel are not directly or indirectly interested in the resolution, except to the extent of their shareholding.
• The Board recommends the resolution for approval as an Ordinary Resolution.

Explanatory Statement - Private Placement of Series G CCCPS:

• The company is issuing 35,86,98,276 Series G CCCPS to raise INR 10,40,22,50,004 for general corporate purposes.
• The relevant details of the proposed issuance are provided, including the type of shares, nominal value, issue price, and total amount sought to be raised.
• Details of the class of persons to whom the allotment is proposed (Body Corporate), the price at which the shares are being offered (INR 29 per share), and the basis on which the price was arrived at (valuation report).
• The proposed time within which the allotment shall be completed is 60 days from the acceptance of consideration.
• The expected dilution in equity share capital upon conversion of preference shares is 4.99%.
• The names of the proposed allottees and the percentage of post preferential offer/ private placement capital that may be held by them
  • InCred Wealth and Investment Services Private Limited - 2.47%
  • J & A Partners - 0.58%
  • Ask Financial Holdings Private Limited - 0.07%
  • Patient Capital Investments Pte. Ltd. or affiliate entity - 3.98%
• Details of the Registered Valuer are included.

Memorandum of Association:

• The document includes the Memorandum of Association of Oravel Stays Limited, outlining the company's objects and powers.
• It includes a clause for the authorized share capital and the liability of members.

Shareholding Pattern:

• Provides Annexure B which shows the pre and post issue shareholding pattern of the company