EGM Notice of OYO

Document Summary

Oravel Stays Limited, known as OYO, has issued a notice for its 1st Extraordinary General Meeting (EGM) to be held on Thursday, May 22, 2025, at 5:00 P.M. (IST) via Video Conferencing (VC) or Other Audio-Visual Means (OAVM). The purpose of the EGM is to consider and transact the following special businesses.

Special Business:

• Item No. 1: Appointment of Mr. Ankit Tandon as a Manager:

  • A special resolution will be considered to appoint Mr. Ankit Tandon as a Manager of the Company, effective from January 1, 2025, for a period of five years. The resolution also authorizes the Board of Directors to alter the terms and conditions of his remuneration, subject to a maximum increase of 10% annually, within the scope of Schedule V of the Companies Act, 2013, for the period of three years (i.e. January 1, 2025 till December 31, 2027). The remuneration may be paid on a monthly, quarterly, or yearly basis. Directors and Company Secretary are authorized to execute necessary documents with the Registrar of Companies, Ahmedabad, Gujarat.

• Item No. 2: Alteration of Articles of Association (AOA):

  • A special resolution will be considered to alter the existing Articles of Association by adopting a new set of Articles of Association. Any Director, Manager, or Company Secretary is authorized to take necessary actions.

• Item No. 3: Offer and Issue of Equity Shares on a Private Placement Basis:

  • A special resolution will be considered to offer and issue up to 28,58,082 Equity Shares of face value INR 1/- each at an issue price of INR 57.09/- per Equity Share for a total consideration up to INR 16,31,67,902 on a private placement basis ("Proposed Issuance"). The shares will be issued to the Shareholders of Key Flickers Pty. Ltd ("Target Company") in Australia as part consideration for the acquisition of Target Company. The Fund Raising and Allotment Committee of the Board is authorized to make any modifications in the Offer Letter and Form PAS-5. The new shares will rank pari passu with existing shares.

The notice also includes the following key points:

• The Explanatory Statement under Section 102 of the Companies Act, 2013, which provides material facts concerning the special business, is annexed to the notice.
• The EGM is being convened via VC or OAVM as per the MCA Circulars, without physical presence of members.
• The registered office of the Company in Ahmedabad will be the deemed venue to comply with legal provisions.
• Members can appoint a proxy to attend and vote on their behalf.
• The Company has fixed Thursday, May 15, 2025, as the "cut-off date" for voting at the EGM.
• The Board has appointed Mr. Devesh Vasisht of DPV & Associates LLP as scrutinizer for the voting process.
• The remote e-voting period begins on Monday, May 19, 2025, at 9:00 AM (IST) and ends on Wednesday, May 21, 2025, at 5:00 PM (IST). Members whose names appear in the register as of the cut-off date may vote electronically.
• Members are requested to join the EGM via VC/OAVM 15 minutes before the scheduled time. Participation is limited to the first 1,000 members on a first-come-first-served basis, with exceptions for significant stakeholders.

Detailed instructions are provided for:

• Attending the EGM through InstaMeet.
• Shareholders/Members to speak during the meeting through InstaMeet.
• Shareholders/Members to vote during the EGM through InstaMeet.
• Remote e-voting instructions for shareholders holding securities in demat mode with NSDL, CDSL, and in physical form, including what to do if a password has been forgotten.

Annexure A provides details required under Secretarial Standards-II and Schedule V of the Companies Act, 2013, related to the appointment of Mr. Ankit Tandon as Manager. It includes his brief profile, remuneration details (INR 3.90 Crores per annum), terms and conditions of appointment, and general company information including revenue, growth, and foreign investment. Oravel Stays Limited is incorporated under the CompaniesAct, 1956, having its registered office at Ground Floor-001, Mauryansh Elanza, Shyamal Cross Road, Nr.Parekh Hospital, Satelite, Ahmedabad Gujarat-380015 India. It is a leading, new-age technology platform empowering the large yet highly fragmented global hospitality ecosystem, according to Redseer.

The document continues to provide information regarding the draft of the proposed AOA and outlines preliminary definitions and interpretations, as well as details on share capital, meetings, voting, dividends, and other company operations.