NOTICE FOR EXTRAORDINARY GENERAL MEETING

A Notice is hereby given for an Extraordinary General Meeting of the Company will be held at 11:00
AM on Monday, 05th September, 2022 at the registered office of M/s. Buyo India Private Limited,
situated at No.18 Vigneshwara Layout, Kovaipudur, Coimbatore – 641042 to consider the following
businesses: -

Item No. 1: To issue Compulsorily Convertible Preference Shares

To approve the offer or invitation to subscribe to Cumulative Convertible Preference Shares on Private
placement Basis and in this regard, to consider and if thought fit, to pass, with or without
modification(s), the following resolution as a Special Resolution:

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 55, 42 and other applicable
provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and
Debentures) Rules 2014 including any statutory modification(s) or re-enactment(s) thereof, with the
approval of the Board of Directors be and is hereby accorded to the members of the Company to
offer and issue up to 2490 no. of shares – 0.0001% Compulsorily Convertible Preference Shares at a
face value of Rs. 10 each & Rs.31,492/- against premium per CCPS aggregating to issue price of
Rs.31,502/- to the new holders of Preference shares of the Company on a Private Placement Basis, on
the terms & conditions given below:

• Issue price: CCPS of the face value of Rs. 10 each will be issued at a premium of Rs. 31,492/-
per CCPS.
• Rate of Dividend: The cumulative dividend rate will be 0.0001% p.a. (on the face value)
which will remain fixed over the tenure of the CCPS.
• Tenure & Conversion / Redemption Terms: Each CCPS shall automatically convert into one equity
share (Conversion ratio 1:1) of the Company without any additional payment to the Company for
such conversion, upon the earliest of:

(i) 1 day prior to the expiry of 20 years from the closing date under the Definitive Agreements,
(ii) anytime at the option of IPV Investors,
(iii) the occurrence of a liquidation event as set forth in the Definitive Documentation at the
option of IPV Investors; or
(iv) in connection with an initial public offering, prior to the filing of a prospectus by the
Company.
 • Priority with respect to payment of dividend or repayment of capital: The CCPS will
carry a preferential right vis-à-vis equity shares of the Company with respect to the
payment of dividend and repayment of capital during winding up.
• Participation in surplus funds/surplus assets and profits: The CCPS shall be non- participating
in the surplus funds/surplus assets and profits, on winding up which may remain after the
entire capital has been repaid.
• Voting rights: The CCPS shall rank pari-passu with existing equity shares or any shares issued
in the future having all rights and with all share activities including but not limited to voting
rights, and bonus shares. Subject to applicable law, the IPV Investors will be entitled to
voting rights on an as if converted basis. Accordingly, but subject to adjustments as set forth
herein, the IPV Investors shall be entitled to the same number of votes for each CCPS as a
holder of 1 equity share, provided however that in the event of any adjustment in
conversion price, the number of votes associated with each CCPS will change accordingly.

RESOLVED FURTHER THAT the proposed list of potential shareholders in Form – PAS 05 laid before
the members in the meeting was approved.

RESOLVED FURTHER THAT the offer letters in Form – PAS 04 laid before the members in the
meeting were approved and were authorized to be delivered to therespective addresses.

RESOLVED FURTHER THAT Mr. KISHAN KARUNAKARAN holding DIN-02029598 be and is hereby
authorized to make and file necessary forms/returns with the Ministry of Corporate Affairs and other
concerned Statutory Authorities and to do all such necessary acts, deeds and things as may be
necessary, expedient and incidental thereto give effect to these resolutions and for matter connected
there with or incidentalthereto.”

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THECOMPANIES ACT, 2013

Item No. 1: To issue Compulsorily Convertible Preference Shares

In order to augment the long-term resources for implementing future growth plans, it is proposed
to issue preference shares of the company for any one or more of thefollowing purposes:

a) General Business purposes,

b) Augmenting long term finance for funding growth and capital expenditure,
c) Funding capital requirements in any form and
d) Working Capital requirements
Section 62 of the Companies Act 2013, read with Companies (Share Capital & Debentures) Rules,
2014 provides, inter-alia, that whenever it is proposed to increase the subscribed capital of the
company by issue of further shares, such shares may be offered to any persons, whether or not
those persons are holders of the equity shares of the company or employees of the company, if
authorised by way of a special resolution. Furthermore, as per Section 42 of the Companies Act, 2013
read with the Companies (Prospectus & Allotment) Rules, 2014, a company offering or making an
invitation to subscribe to securities on a private placement basis, is required to obtain the prior
approval of the shareholders by way of a special resolution, for each of the offers and invitations.
The approval of the members is accordingly being sought by way of a special resolution under
section 42, 55 & 62 of the Companies Act, 2013, read with the rules made thereunder, for the issue of
the 2490 no. of shares – 0.0001% Compulsorily Convertible Preference Shares at a face value of Rs.
10 each & Rs.31,492/- against premium per CCPS aggregating an amount of Rs. 7,84,39,980/-
(Rupees Seven Crores Eighty Four Lakhs Thirty Nine Thousand Nine Hundred and Eighty only). The
facts and terms relating to the issue are as below:

a) Issue size & Issue Price: The issue is of 2490 no. of shares – 0.0001% Compulsorily
Convertible Preference Shares at a face value of Rs. 10 each and at a premium of Rs.31,492/-
per CCPS whereby the issue price is Rs.31,502/- aggregating an amount of Rs. 7,84,39,980/-
(Rupees Seven Crores Eighty Four Lakhs Thirty Nine Thousand Nine Hundred and Eighty only)

b) Nature of the shares issued: Cumulative, Non- Participating & ConvertiblePreference Shares

c) Objectives of Issue: In order to augment long term resources for implementing future
growth plans, it is proposed to issue preference shares of the company for general business
purposes, augmenting long term finance for funding growth and capital expenditure,
funding capital requirements in any form and working capital requirements.

d) Manner of issue of shares: Issue of the aforesaid CCPS shall be made in the form of private
placement in pursuant to Section 42 & 62 by issuing theoffer letter.

e) Basis of the issue price: The issue price has been determined based on the fair value of equity
shares as per the valuation report dated 02.09.2021 provided by Mrs. CS Sony Ahuja, a
Registered valuer (IBBI Reg. No. IBBI/RV/05/2020/13404) which is available for inspection. (As
mentioned, Note-1)
f) Manner, Tenure & Conversion / Redemption Terms: Each CCPS shall automatically convert into
one equity share (Conversion ratio 1:1) of the Company without any additional payment to the
Company for such conversion, upon the earliest of:
 (v) 1 day prior to the expiry of 20 years from the closing date under the Definitive Agreements,
(vi) anytime at the option of IPV Investors,
(vii) the occurrence of a liquidation event as set forth in the Definitive Documentation at the
option of IPV Investors; or
(viii) in connection with an initial public offering, prior to the filing of a prospectus by the
Company.

g) Current Shareholding Pattern & Expected dilution on conversion:

g) Current Shareholding Pattern & Expected Dilution on Conversion

S.N Before After
Name of Share Holders
0 No of Shares % held No of Shares % held
27.46 23.38
1 Kishan Karunakaran
3,920.00 % 3,920.00 %
17.51 14.91
2 Selvan Venkateswaran
2,500.00 % 2,500.00 %
17.51 14.91
3 Selvarasu Sumanth Kumar
2,500.00 % 2,500.00 %
15.11 12.87
4 Padmakumar Nair Prasad
2,157.00 % 2,157.00 %
5 Ashish Ganpatlal Prajapati 0.23% 0.20%
33.00 33.00
6 Ashish Kumar Somani 0.23% 0.20%
33.00 33.00
7 Ayaz Motiwala 0.23% 0.20%
33.00 33.00
8 Darshan Deora 0.91% 0.78%
130.00 130.00
Kalpana Deepak Bhatt & Deepak
9 0.27% 0.23%
Chandrakant Bhatt 39.00 39.00
10 Partha Sarathi Ghosh 0.23% 0.20%
33.00 33.00
11 Prashant Maurya 0.27% 0.23%
39.00 39.00
12 Premlata Arvind Chopra 0.27% 0.23%
39.00 39.00
 Puneet Dhawan 0.23% 0.20%
13 33.00 33.00
14 Mitesh Chandrakant Damania 0.23% 0.20%
33.00 33.00
Renuka Vijay Parmar & Vijay
15 0.23% 0.20%
Ramesh Parmar 33.00 33.00
Roshu Chetan Shetty & Chetan
16 0.27% 0.23%
Jayram Shetty 39.00 39.00
17 Sreekanth D 0.23% 0.20%
33.00 33.00
18 Subramanya Saurabh Nair 0.27% 0.23%
39.00 39.00

Sujit Jevatlal Shah & Smita Sujit

19 39.00 0.27% 39.00 0.23%
ShaH
Sunil Prabhakar Kashelkar &
20 0.23% 0.20%
Chaitrali Sunil Kashelkar 33.00 33.00
21 Suryakant Chandrakant BhagaT 0.27% 0.23%
39.00 39.00
Beacon Trusteeship Limited First 12.58 19.30
22
Port Capital 1,796.00 % 3,236.00 %
23 Madhukar Bhardwaj 0.09% 0.08%
13.00 13.00
24 Muskan Singla 0.23% 0.20%
33.00 33.00
25 Yogesh Kapur 0.23% 0.20%
33.00 33.00
26 Smita Nair Kotwal 0.23% 0.20%
33.00 33.00
27 Raiseup LLP 0.23% 0.20%
33.00 33.00
28 IPV Advisors Pvt Ltd 0.14% 0.12%
20.00 20.00
AIC Raise Business Incubator
29 3.77% 3.57%
Private Limited 538.00 598.00
32 Adil Aspi Engineer 0.05%
8.00
33 Akshay Rajiv Jain 0.05%
8.00
34 All In Advisors LLP 0.06%
10.00
35 AMAN KANODIA HUF 0.05%
8.00
36 Ambadas Kshirsagar 0.05%
8.00
37 Amit Purohit 0.05%
8.00
38 Bhavnani Anand J 0.19%
32.00
MDN Edify Education Private
39 0.10%
Limited 16.00
40 Arindam Sengupta 0.10%
16.00
41 Arun Mathew 0.05%
8.00
42 Ashish Agarwal 0.05%
8.00
43 Ashish Ganpatlal Prajapati 0.05%
8.00
Aslam Shafaquathusain
44 0.05%
Lokhandwala 8.00
45 Motiwala Ayaz Bashir 0.10%
16.00
46 Bawa Grover 0.05%
8.00
47 Brijesh Raju 0.05%
8.00
Fortune Financial and Equities
48 0.19%
Services Private Limited 32.00
49 DEEPRATAN SINGH 0.05%
8.00
50 Disha Jigar Shah 0.05%
8.00
51 Gaurav Nagpal 0.05%
8.00
52 Gurudatta Prakash Kamath 0.05%
8.00
53 Hemant Gupta 0.48%
80.00
54 Himanshu Bagri 0.06%
10.00
55 Hrushit Dipak Shah 0.05%
8.00
56 Jay suresh gala 0.10%
16.00
57 K Kathi Chishi 0.10%
16.00
58 Kamalakannan Kaliaperumal 0.05%
8.00
59 Kapil Mahindra Mahtani 0.05%
8.00
60 M Nasir khan 0.06%
10.00
61 Manish Baser 0.05%
8.00
VMV INFRAPROJECTS PRIVATE
62 0.05%
LIMITED 8.00
63 Megha Nath 0.05%
8.00
64 Mitesh Chandrakant Damania 0.10%
16.00
65 Pooja Mitra 0.05%
8.00
66 NITIN CHITTANANDA RAO 0.19%
32.00
67 Nitin Khansili 0.14%
24.00
68 Partha Sarathi Ghosh 0.05%
8.00
69 PAWAN SHARMA 0.06%
10.00
70 Piyush Nagori 0.05%
8.00
71 Pranav Dedhia 0.10%
16.00
72 Pranav Jayantilal Damania 0.05%
8.00
73 Prashant Maurya 0.06%
10.00
74 Puneet Dhawan 0.08%
13.00
75 Rahul Pratap Yadav 0.05%
8.00
76 RAJESH CHANDRAKANT BORDE 0.05%
8.00
77 Ram Kumar Rajagopal 0.05%
8.00
78 Rohit Arun Yadav 0.05%
8.00
79 Roy Tharakan 0.10%
16.00
80 Ruchi Sihare 0.14%
24.00
81 CHANDRAKALA CB 0.05%
8.00
82 Rupesh Mediratta 0.05%
8.00
83 Sachin Gupta 0.10%
16.00
84 Sachin Pradip Shah 0.05%
8.00
85 Sagar Jethalal Nishar 0.05%
8.00
86 Sahil Garg 0.06%
10.00
87 Saurabh Agarwal 0.06%
10.00
88 Smita Nair Kotwal 0.19%
32.00
89 Srinivasa Rao Pusarla 0.05%
8.00
90 Srish Kumar Agrawal 0.08%
13.00
91 Subramanya Saurabh Nair 0.06%
10.00
92 Suneel Venati 0.05%
8.00
93 Suneet Manchanda 0.05%
8.00
94 Sunny Malhi 0.19%
32.00
95 Meenal Vivek Adhia 0.05%
8.00
96 Yashesh Sampat 0.05%
8.00
97 Yogesh Kapur 0.19%
32.00
98 Ankur Sood & Megha Oberoi Sood 0.05%
8.00
Bidhan Chandra Patnaik &
99 0.07%
Sangeeta Patnaik 12.00
Bina Manharlal Vora & Shailesh
100 0.07%
Manharlal Vora 12.00
Hemali Daxesh Shah & Daxesh
101 0.07%
Harish Shah 12.00
102 Deepen Modi & Shreya Ghosh 0.07%
12.00
Ketan Kantilal Harsora & Swati
103 0.07%
Ketan Harsora 12.00
104 Rajiv Saha & Ava Saha 0.07%
12.00
Rakeshkumar Mistry & Amee
105 0.05%
Rakesh Mistry 8.00
Devyani Santosh Morde & Santosh
106 0.07%
Bhimaji Morde 12.00
Avni Sujit Shah & Sujit Jevatlal
107 0.05%
Shah & Smita Sujit Shah 8.00
108 Ashish Kumbhat 0.05%
8.00

Total 100% 100%

14,276.00 16,766.00
Note:

1. A copy of the SSSHA, Offer Letter, List of the allottees & valuation report will be available
electronically for inspection without any fee by the members from the date of circulation
of this Notice up to the date of the EGM i.e. 05th September, 2022. Members seeking to
inspect the documents can send an email to info@[Link].
2. None of the Directors or Key Managerial Personnel of the Company or their respective
relatives is in any way concerned or interested, financially or otherwise in the said resolution.

For Buyo India Private Limited

Director: KISHAN KARUNAKARAN DIN:

02029598

Date: 02/09/2022