OYO Raising Funds

Document Summary

Oravel Stays Limited (OYO) is holding an Extraordinary General Meeting (EGM) on Tuesday, June 18, 2024, at 5:30 P.M. (IST) via Video Conferencing or Other Audio-Visual Means to transact special business.

Item No. 1: Alteration and Increase of Authorized Share Capital

A resolution is proposed to increase and alter the authorized share capital of the company from INR 9,01,13,59,300/- to INR 13,41,13,59,300/-, divided into:

• 900,00,00,000 Equity Shares of INR 1/- each
• 1,00,000 Series A Fully and Compulsory Convertible Preference Shares of INR 1/- each
• 1,15,000 Series A1 Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/- each
• 1,05,000 Series B Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/- each
• 1,70,000 Series C Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/- each
• 1,05,000 Series C1 Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/- each
• 910 Series C2 Fully and Compulsorily Convertible Preference Shares of INR 10/- each
• 3,23,000 Series D Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/- each
• 13,000 Series D1 Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/- each
• 1,37,000 Series E Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/- each
• 1,54,000 Series F Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/- each
• 1,250 Series F1 Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/- each
• 1,770 Series F2 Fully and Compulsorily Convertible Preference Shares of INR 10/- each
• 44,00,00,000 Series G Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/- each

The resolution also involves altering and substituting the existing Clause V of the Memorandum of Association of the Company. The Board is authorized to execute all necessary documents and filings with the Registrar of Companies.

Item No. 2: Creation, Offer, and Issue of Series G CCCPS to InCred Wealth

A special resolution is proposed to create, offer, and issue 14,37,41,379 Series G Fully and Compulsory Convertible Cumulative Preference Shares (“Series G CCCPS”) to InCred Wealth and Investment Services Private Limited (“InCred”) on a private placement basis. These shares have a face value of INR 10/- each and will be issued at INR 29 per share, for a total consideration of up to INR 4,16,85,00,000. A copy of the valuation report issued by Samarth Valuation Advisory LLP is noted. The Directors and Company Secretary are authorized to sign and issue the offer letter cum application form in Form PAS-4 to InCred.

Key terms of the Series G CCCPS include:

• Dividend: A minimum preferential dividend rate of 0.01% per annum ("Series G Preferential Dividend"), which is cumulative.
• Liquidation Preference: In a Liquidity Event, investors are entitled to receive the higher of (i) liquidation proceeds pro-rata to their respective Equity Securities liquidated (upon conversion) or (ii) an amount equal to the amount paid for subscription of Equity Securities (on an as-if-converted basis) liquidated pursuant to a Liquidity Event plus all due and unpaid dividends.
• Voting Rights: Series G CCCPS holders are entitled to receive notice of and vote on all matters submitted to the shareholders. The Founders will vote in accordance with the instructions of the Investors or provide proxies without instructions.
• Conversion: Each Series G CCCPS may be converted into Equity Shares on a 1:1 basis. Automatic conversion occurs upon the earliest of (i) one day prior to the expiry of 20 years from the date of issue of Series G CCCPS or (ii) in connection with an IPO.
• Anti-dilution: Holders are entitled to broad-based weighted average anti-dilution protection.

The Board/Fund Raising Committee is authorized to take necessary actions to give effect to this resolution.

Additional Information for Members:

• The EGM is being held via VC/OAVM as per MCA Circulars, without the physical presence of members.
• The registered office in Ahmedabad will be considered the deemed venue.
• Members can attend and vote, with specific procedures outlined for joint holdings, corporate members, and nominations.
• The notice of the EGM is being sent to eligible members and is available on the company's website and the website of Link Intime India Pvt. Ltd.
• The cut-off date for voting is Tuesday, June 11, 2024. Remote e-voting begins on Friday, June 14, 2024, and ends on Monday, June 17, 2024.
• The Board of Directors has appointed Mr. Devesh Vasisht as scrutinizer to ensure the voting process is fair and transparent.
• Members can submit questions by Tuesday, June 11, 2024, and register as speakers to express views and ask questions during the EGM.

Instructions for Voting through Electronic Means and Attending the EGM via InstaMeet are provided.

Explanatory Statement - Item No. 1:

The company proposes to undertake a private placement of its Series G CCCPS which may comprise a fresh issue of shares. This necessitates an increase in the company's existing share capital. The existing and proposed authorized share capital structures are detailed, along with the types and quantities of shares.

Explanatory Statement - Item No. 2:

The company seeks to issue 14,37,41,379 Series G CCCPS to InCred for an aggregate consideration of up to INR 4,16,85,00,000, based on an issue price of INR 29 per share. The offer is on a private placement basis. The object of the issuance of Series GCCCPS is for general corporate purposes and other business-related activities, including supporting the continued growth of the Company, supporting the Company's global expansion (including acquisitions) and enhanced business plan.The Board approved the issuance on May 12, 2024. Key terms of the Series G CCCPS, relevant dates, manner of issue, class of allottees (Body Corporate), price (INR 29 per Series G CCCPS), and the basis for the price (valuation report from Samarth Valuation Advisory LLP) are provided. The company intends to raise up to INR 4,16,85,00,000.

The expected dilution in equity share capital upon conversion of preference shares will be about 2.11% on Fully Diluted Basis (FDB) but the dilution is subject to adjustments per the terms of issuance. The name of the allottee is InCred Wealth and Investment Services Private Limited with a post-allotment holding of ~2.11 (FDB). Samarth Valuation Advisory LLP performed the valuation. There will be no change in control of the Company that would occur as a result of the private placement.

Memorandum of Association (Annexure A)

Outlines the objectives of Oravel Stays Limited. It includes the main objects such as operating, managing, and marketing accommodations, providing travel marketing services, organizing tours, and ancillary objects such as acquiring properties, manufacturing food and beverages, entering partnerships, and obtaining patents. The authorized share capital is INR 13,41,13,59,300/- divided into various classes of shares.