PayMate to Raise Rs. 250 crore via CCPS in Series F Round

Document Summary

Notice of 4/2024-25 Extraordinary General Meeting (“EGM”) of PayMate India Limited, dated 19.03.2025, invites members to attend a meeting to be held on Monday, 24th March, 2025 at 3.00 p.m. I.S.T. at the registered office of the Company at 111-A, Sundervilla, S.V. Road, Santacruz (W), Mumbai – 400054. The notice of the meeting and business to be transacted are enclosed. Since the meeting is convened with less than 21 days' notice, it can only be held if consent is received in writing or electronically from a majority of members entitled to vote, representing at least 95% of the paid-up share capital. Members are requested to send in their consent in the requisite format. The notice, signed by Ajay Adiseshann, Chairman and Managing Director, includes a route map to the venue and a proxy form. The DIN No. is 00099023 and the place is Mumbai.

Special Business – Item No. 1: The meeting will address and seek approval for the issuance of non-cumulative participating compulsorily convertible preference shares (“CCPS”) of Re. 1/- each fully paid-up on a private placement cum preferential allotment basis. The resolution proposes the issuance and offer of *3,822,423 (Thirty Eight Lacs Twenty-Two Thousand Four Hundred and Twenty-Three) non-cumulative participating compulsorily convertible preference shares (“CCPS”) of INR 1/- (Indian Rupee One), each fully paid up ('Second Tranche Series F CCPS') for cash at a premium for an aggregate value of upto USD 30,000,000 (United States Dollars Thirty Million only), to M/s. Citax Holdings BV ('Citax') at the address of WTC Den Haag, Prinses Margrietplantsoen 33, the Hague 2395AM the Netherlands. The company will allot CCPS proportionately to the actual sum in Indian currency received from the proposed investor. The CCPS shall rank senior and superior to equity shares with respect to dividend distribution and capital repayment. Upon conversion, the CCPS will rank pari passu with existing equity shares. Holders of CCPS shall be fully entitled to participate in surplus funds in preference to existing shareholders and surplus winding up after the existing capital has been repaid. The conversion of CCPS into Equity Shares will be governed by the following terms: (i) the Subscription CCPS shall convert into Equity Shares at a conversion ratio of 1:1 (“Second Tranche Series F Conversion Ratio"), (ii) the Second Tranche Series F Preference Shares shall convert at base floor price of USD 470 million if the IPO Valuation is less than USD 940 million, (iii) the Second Tranche Series F Preference Shares shall convert at a price equal to 50% discount to the IPO Valuation, where the IPO Valuation is more than United States Dollar 940 Million subject to floor price of USD 470 million at discretion of the Series F Second Tranche Investor, and (iv) in the event that the equity shares are not listed in any stock exchange, the Series F Second Tranche Preference Shares, shall convert into Equity Shares at floor price of USD 470 million at discretion of the Series F Second Tranche Investor. The rights and privileges of the CCPS shall be senior to all Equity Shares. Shares issued for the investment amount will rank pari passu with all existing CCPS shares.

Additional Resolutions: The company takes note of the valuation report dated January 11, 2025, by Akshat Jain. The private placement offer cum application letter is approved and will be issued to the aforementioned investors. Monies received will be kept in a separate bank account with IDFC First Bank (account number 10219241026) and used per Section 42 of the Companies Act, 2013. Any director is authorized to sign and file necessary documents, including the letter of offer, application letter, Return of Allotment in Form No. PAS-3, and information in Form No. PAS-5, with the Registrar of Companies and Reserve Bank of India. The Board is authorized to address any related issues.

Explanatory Statement: The proposed issuance of Series F 2nd Tranche non-cumulative participating compulsorily convertible preference shares (“CCPS”) is to strengthen the company's market presence, capitalize on emerging opportunities, and support corporate purposes. The number of CCPS proposed is 3,822,423, at INR 1/- each, for cash at a premium with an aggregate value of up to USD 30,000,000. The basis for the price is the valuation report. The investors intend to assist the Company in strengthening its market presence, and also to undertake strategic initiatives to enhance the Company's competitive position and drive sustainable expansion.

Other Disclosures: None of the Directors or Key Managerial Personnel and Relatives of the Directors / Key Managerial Personnel of the Company is interested or concerned in the proposed Resolutions. The allottee will be M/s. Citax Holdings BV ('Citax') and the allotment is proposed to be completed within sixty days of approval.

Prior Allotments: The notice also lists previous allotments of CCPS and equity shares made during the year, including the names of the allottees, nature and number of shares, and price per share.

Proxy Form: A proxy form is included for members who cannot attend the meeting, allowing them to appoint a proxy to vote on their behalf. The form must be deposited at the registered office of the company at 111, 1st FLOOR, A-WING, SUNDERVILLA, S.V.ROAD, SANTACRUZ WEST, MUMBAI - 400054 not less than forty-eight (48) hours before the commencement of the meeting.