EGM Notice

Document Summary

The document is a notice of an Extraordinary General Meeting (EGM) of Oravel Stays Limited, to be held via video conferencing on April 10, 2024, at 5:30 P.M. (IST). The meeting will address the approval of remuneration for Non-Executive and Independent Directors, and for Mr. Abhinav Sinha, Manager of the Company, and consider authorization to the Board of Directors under Section 180(1)(a) of the Companies Act, 2013, and increasing the limit of Loan, Investments & Guarantee under Section 186 of the Companies Act, 2013.

Item 1: Approval of Remuneration to Non-Executive and Independent Directors

A special resolution is proposed to approve remuneration for Non-Executive Director Aditya Ghosh and Independent Directors Troy Matthew Alstead, William Steve Albrecht, and Deepa Malik, from April 1, 2024, to March 31, 2027, or their respective tenure as Independent Directors. The proposed annual remuneration, excluding sitting fees, reimbursement of expenses, and employee stock options, is INR 83,07,000 (USD 100,000 equivalent) for Mr. Ghosh and Dr. Malik, and USD 250,000 (INR 2,07,67,500 equivalent) for Mr. Alstead and Mr. Albrecht. The actual INR payout may vary based on the applicable exchange rate. The special resolution further approves payment of this remuneration despite the absence or inadequacy of profits, up to an aggregate of INR 20 Crores per financial year for three financial years (2024-25, 2025-26, 2026-27). The resolution authorizes relevant company officers to take necessary actions and file required documents.

Item 2: Approval of Remuneration to Mr. Abhinav Sinha, Manager of the Company

A special resolution is proposed to approve the remuneration of Mr. Abhinav Sinha, Manager of the Company, for the period from March 7, 2024, to September 20, 2026. The remuneration includes a fixed component of INR 2,82,50,000 per annum, broken down into Basic (INR 1,27,75,000), HRA (INR 63,87,500), flexible compensation (INR 84,48,422), Social Security (INR 6,36,078), and MIP (INR 3,000). A variable pay component of INR 82,50,000 per annum, along with employee stock options, house lease and maintenance expenses are also included. The resolution states that variable pay is contingent on goals set by the Nomination and Remuneration Committee and may vary between 0% and 200% of the target pay. The resolution authorizes relevant company officers to take necessary actions and file required documents.

Item 3: Authorization to Board of Directors under Section 180(1)(a) of the Companies Act, 2013

A special resolution is proposed to authorize the Board to create charges, hypothecations, pledges, or other encumbrances on the company's undertakings to secure credit facilities availed or to be availed by the Company, its subsidiaries, joint ventures, or other group companies, up to a maximum amount of USD 1,000,000,000. This includes a revolving credit facility of INR 200,00,00,000 availed by OYO Hotels and Homes Private Limited from JP Morgan Chase Bank N.A. The resolution authorizes relevant company officers to take necessary actions and file required documents.

Item 4: Increase in Limit under Section 186 of the Companies Act, 2013

A special resolution is proposed to increase the limit for loans, investments, guarantees, and security provisions made by the Company to other bodies corporate, up to a maximum aggregate amount of USD 500 million in addition to already approved limits under Section 186. The resolution authorizes relevant company officers to take necessary actions and file required documents.

EGM Procedures and Notes:

The EGM will be held virtually. Physical attendance is dispensed with. The registered office of the Company in Ahmedabad will be considered the Deemed Venue. Members can appoint proxies, though this is not available for this EGM. Corporate members can appoint authorized representatives. The cut-off date for voting is April 3, 2024. Remote e-voting will be available from April 6 to April 9, 2024. Members can submit questions or queries before the EGM by April 5, 2024. The notice of the EGM is available on OYO's website and Link Intime India Pvt. Ltd's website. Detailed instructions on how to join the EGM through InstaMeet and how to vote electronically are provided.

Annexure A – Details of Directors and Manager:

The document includes detailed profiles of the Non-Executive Director (Aditya Ghosh), Independent Directors (Troy Matthew Alstead, William Steve Albrecht, and Deepa Malik), and the Manager (Abhinav Sinha), including their qualifications, experience, directorships in other companies, past remuneration, proposed remuneration, and other relevant information as required by Secretarial Standards- II and Schedule V of the Companies Act, 2013. This section also discloses related-party transactions and general information about the company's nature of industry, financial performance, foreign investment, reasons for losses, steps taken for improvement, and expected increase in productivity and profits. OYO is a leading technology platform in the hospitality industry. It was incorporated on February 21, 2012. 82.36% (approx.) is held by Foreign Investor. OYO's Singapore based subsidiary Oravel Stays Singapore Pte Limited has invested in multiple Step-down Subsidiaries and Joint Venture(s) directly and indirectly incorporated outside India. The company feels reasonable confident of achieving positive net income in the near future.