ORAVEL STAYS LIMITED

NOTICE OF 14TH ANNUAL GENERAL MEETING

Notice is hereby given that the 14th (Fourteenth) Annual General Meeting (“AGM”) of the
shareholders of Oravel Stays Limited (“the Company”) will be held through Video Conferencing
(“VC”) or Other Audio-Visual Means (“OAVM”) on Friday, September 26, 2025 at 5:30 PM
(IST), to inter alia, consider and transact the following businesses:

ORDINARY BUSINESSES:

Item No. 1 : To receive, consider and adopt (a) the audited standalone financial
statements of the Company for the financial year ended March 31, 2025
together with the Auditors’ Report and Board’s Reports thereon; and (b) the
audited consolidated financial statements of the Company for the financial
year ended March 31, 2025 together with the Auditors’ Report thereon.

Item No. 2 : To re-appoint Mr. Aditya Ghosh (DIN: 01243445), Non-Executive Director
who retires by rotation and being eligible, offers himself for re-appointment.

Item No. 3 : To appoint M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm
Registration No. 001076N/N500013), as the Statutory Auditors of the
Company, and to fix their remuneration.

SPECIAL BUSINESSES:

Item No. 4 : To approve the issuance of bonus shares.

To consider and, if thought fit, pass the following resolution, with or without
modification(s), as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 52, 63 and all other applicable provisions of the
Companies Act, 2013, and the rules made thereunder, (including any statutory modification(s),
amendments or re-enactment(s), thereof for the time being in force) (“Act”), Foreign Exchange
Management Act, 1999, as amended and other applicable law, in accordance with the
memorandum and articles of association of the Company, the relevant provision of the
Shareholders’ Agreement dated July 29, 2019, as amended from time to time and subject to such
approvals, consents and permissions as may be required, consent of the Shareholders be and is
hereby accorded for capitalizing the free reserves, securities premium account or other
permissible account of the Company, each standing as at March 31, 2025, as may be considered
necessary by the Board for the purpose of issuance of equity shares of face value of INR 1/-
Indian Rupee One Only each (“Equity Shares”) of the Company as bonus shares (“Bonus
Shares”) credited as fully paid up, to the eligible shareholders of the Company holding Equity
Shares/ whose names appear in the register of members/ beneficial owners' position of the
Company, as on Tuesday, September 30, 2025 (“Record Date”), in the proportion of 1 (One) new
equity share for every 1 (One) equity share of the Company held as on the Record Date and that
the new Bonus Shares so issued and allotted shall be treated for all purposes as an increase of the
nominal amount of the equity share capital of the Company held by such members and not as
income in lieu of dividend credited.

RESOLVED FURTHER THAT the Equity Shares of the Company proposed to be issued and
allotted as Bonus Shares shall be subject to the provisions of the memorandum and articles of
association of the Company and shall rank pari passu in all respects with and carry the same rights
as the existing fully paid Equity Shares of the Company.
RESOLVED FURTHER THAT pursuant to the rights attached to the Compulsorily Convertible
Preference Shares (CCPS) and Compulsorily Convertible Cumulative Preference Shares (CCCPS)
of the Company (“Series A CCPS, Series A1 CCCPS, Series B CCCPS, Series C CCCPS, Series C1
CCCPS, Series D CCCPS, Series D1 CCCPS, Series E CCCPS, Series F CCCPS, Series F1 CCCPS, Series
F2 CCCPS and Series G CCCPS” collectively referred as “Series A CCPS to Series G CCCPS”) as set
out in the Company’s articles of association and the shareholders agreement, as amended from
time to time, the consent of the shareholders be and is hereby accorded for adjusting the
conversion ratio of the CCPS and CCCPS, immediately upon the issuance and allotment of the
Bonus Shares, in a manner that the holders of Series A CCPS to Series G CCPS are entitled to
receive such number of Equity Shares that such holders would have been entitled to receive
immediately after the occurrence of issuance and allotment of such Bonus Shares had the
conversion of each of the Series A CCPS to Series G CCCPS occurred immediately prior to the
occurrence of such bonus issuance.

RESOLVED FURTHER THAT consent of the shareholders be and is hereby accorded to the Board
to take all necessary actions to issue and allot Equity Shares to the holders of Series A CCPS to
Series G CCCPS in accordance with the adjusted conversion ratio specified above, on and from the
time such adjustment comes into effect which shall be the date of allotment of such Bonus Shares
by the Board, by capitalizing the free reserves, securities premium account or other permissible
account of the Company, each standing as at March 31, 2025.

RESOLVED FURTHER THAT consent of the shareholders be and is hereby accorded to make
appropriate adjustments as a consequence of issuance and allotment of aforesaid Bonus Shares
to:

a) all outstanding options under the Employees' Stock Option Plan 2018 as on the Record
Date (including both vested and unvested options);
b) the number of options available for grant (including lapsed or forfeited options) in the
ESOP Pool as on the Record Date; and
c) the exercise price of such options, if required.

RESOLVED FURTHER THAT to give effect to the above resolution, any of the Director, General
Counsel, Chief Financial Officer and Company Secretary & Compliance Officer of the Company be
and are hereby severally authorised to do all acts, deeds, matters and things as deemed necessary,
proper or desirable and to sign and execute all the required documents including but not limited
to making applications and returns and filing of all such forms with relevant governmental
authorities and all others acts which are required for the purpose of giving effect to the aforesaid
resolution along with the filing of necessary E-form(s) with the Registrar of Companies,
Ahmedabad, Gujarat, India.”

Item No. 5 : To alter and increase the authorised share capital of the Company.

To consider and, if thought fit, pass the following resolution, with or without
modification(s), as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 13, 61, 64 and other applicable provisions of the
Companies Act, 2013, and the rules made thereunder, (including any statutory modification(s),
amendments or re-enactment(s), thereof for the time being in force) (“Act”), and in accordance
with the enabling provisions of the articles of association of the Company, consent of the
shareholders be and is hereby accorded to increase and alter the authorised share capital of the
Company from INR 16,31,13,59,300/- (Indian Rupees Sixteen Hundred and Thirty One Crore
Thirteen Lakhs Fifty Nine Thousand Three Hundred only) consisting of:

a) 900,00,00,000 (Nine Hundred Crore) Equity Shares of INR 1/- (Indian Rupee One only)
each;
 b) 1,00,000 (One Lakh) Series A Fully and Compulsory Convertible Preference Shares of INR
1/- (Indian Rupee One only) each;
c) 1,15,000 (One Lakh Fifteen Thousand) Series A1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
d) 1,05,000 (One Lakh Five Thousand) Series B Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
e) 1,70,000 (One Lakh Seventy Thousand) Series C Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
f) 1,05,000 (One Lakh Five Thousand) Series C1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
g) 910 (Nine Hundred and Ten) Series C2 Fully and Compulsorily Convertible Preference
Shares of INR 10/- (Indian Rupees Ten only) each;
h) 3,23,000 (Three Lakh Twenty Three Thousand) Series D Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
i) 13,000 (Thirteen Thousand) Series D1 Fully and Compulsorily Convertible Cumulative
Preference Shares of INR 10/- (Indian Rupees Ten only) each;
j) 1,37,000 (One Lakh Thirty-Seven Thousand) Series E Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
k) 1,54,000 (One Lakh Fifty-Four Thousand) Series F Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
l) 1,250 (One Thousand Two Hundred and Fifty) Series F1 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
m) 1,770 (One Thousand Seven Hundred Seventy) Series F2 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
and
n) 73,00,00,000 (Seventy Three Crores) Series G Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each.

to INR 24,31,13,59,300/- (Indian Rupees Twenty Four Hundred and Thirty One Crore Thirteen
Lakhs Fifty Nine Thousand Three Hundred only) consisting of:

a) 17,00,00,00,000 (One Thousand Seven Hundred Crore) Equity Shares of INR 1/- (Indian
Rupee One only) each;
b) 1,00,000 (One Lakh) Series A Fully and Compulsory Convertible Preference Shares of INR
1/- (Indian Rupee One only) each;
c) 1,15,000 (One Lakh Fifteen Thousand) Series A1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
d) 1,05,000 (One Lakh Five Thousand) Series B Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
e) 1,70,000 (One Lakh Seventy Thousand) Series C Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
f) 1,05,000 (One Lakh Five Thousand) Series C1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
g) 910 (Nine Hundred and Ten) Series C2 Fully and Compulsorily Convertible Preference
Shares of INR 10/- (Indian Rupees Ten only) each;
h) 3,23,000 (Three Lakh Twenty Three Thousand) Series D Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
i) 13,000 (Thirteen Thousand) Series D1 Fully and Compulsorily Convertible Cumulative
Preference Shares of INR 10/- (Indian Rupees Ten only) each;
j) 1,37,000 (One Lakh Thirty-Seven Thousand) Series E Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
k) 1,54,000 (One Lakh Fifty-Four Thousand) Series F Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
l) 1,250 (One Thousand Two Hundred and Fifty) Series F1 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
 m) 1,770 (One Thousand Seven Hundred Seventy) Series F2 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
and
n) 73,00,00,000 (Seventy Three Crores) Series G Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each.

RESOLVED FURTHER THAT pursuant to Section 4 and 13 and other applicable provisions of the
Companies Act 2013, consent of the shareholders be and is hereby accorded for altering and
substituting the existing clause V of the Memorandum of Association of the Company by the
following clause:

V. The Authorised Share Capital of the Company is INR 24,31,13,59,300/- (Indian Rupees Twenty
Four Hundred and Thirty One Crore Thirteen Lakhs Fifty Nine Thousand Three Hundred only)
divided into:

a) 17,00,00,00,000 (One Thousand Seven Hundred Crore) Equity Shares of INR 1/- (Indian
Rupee One only) each;
b) 1,00,000 (One Lakh) Series A Fully and Compulsory Convertible Preference Shares of INR
1/- (Indian Rupee One only) each;
c) 1,15,000 (One Lakh Fifteen Thousand) Series A1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
d) 1,05,000 (One Lakh Five Thousand) Series B Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
e) 1,70,000 (One Lakh Seventy Thousand) Series C Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
f) 1,05,000 (One Lakh Five Thousand) Series C1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
g) 910 (Nine Hundred and Ten) Series C2 Fully and Compulsorily Convertible Preference
Shares of INR 10/- (Indian Rupees Ten only) each;
h) 3,23,000 (Three Lakh Twenty Three Thousand) Series D Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
i) 13,000 (Thirteen Thousand) Series D1 Fully and Compulsorily Convertible Cumulative
Preference Shares of INR 10/- (Indian Rupees Ten only) each;
j) 1,37,000 (One Lakh Thirty-Seven Thousand) Series E Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
k) 1,54,000 (One Lakh Fifty-Four Thousand) Series F Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
l) 1,250 (One Thousand Two Hundred and Fifty) Series F1 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
m) 1,770 (One Thousand Seven Hundred Seventy) Series F2 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
and
n) 73,00,00,000 (Seventy Three Crores) Series G Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each.

RESOLVED FURTHER THAT to give effect to the above resolution, any of the Director, General
Counsel, Chief Financial Officer and Company Secretary & Compliance Officer of the Company be
and are hereby severally authorised to do all acts, deeds, matters and things as deemed necessary,
proper or desirable and to sign and execute all the required documents including but not limited
to making applications and returns and filing of all such forms with relevant governmental
authorities and all others acts which are required for the purpose of giving effect to the aforesaid
resolution along with the filing of necessary E-form(s) with the Registrar of Companies,
Ahmedabad, Gujarat, India.”

Item No. 6 : To approve the increase in the Employee Stock Option (ESOP) Pool of the
Company.
To consider and, if thought fit, pass the following resolution, with or without
modification(s), as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable
provisions of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and
Debentures) Rules, 2014 and other applicable rules made thereunder, (including any statutory
modification(s), amendments or re-enactment(s), thereof for the time being in force) (“Act”), and
pursuant to relevant provisions of the articles of association of the Company, the consent of the
shareholders be and is hereby accorded to increase the Employee Stock Option Pool (“ESOP
Pool”) of the Company by adding 8,80,00,000 (Eight Crore Eighty Lakh) stock options over and
above to the existing stock options under Employee Stock Option Plan-2018 (“ESOP Plan”) of the
Company.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee (Compensation

Committee) of the Board be and is hereby empowered to administer and supervise the ESOP Plan
and in its discretion deal with ESOP Pool in accordance with the provisions of ESOP Plan, and
applicable laws and regulations.

RESOLVED FURTHER THAT to give effect to the above resolution, any of the Director, General
Counsel, Chief Financial Officer and Company Secretary & Compliance Officer of the Company be
and are hereby severally authorised to do all acts, deeds, matters and things as deemed necessary,
proper or desirable and to sign and execute all the required documents including but not limited
to making applications and returns and filing of all such forms with relevant governmental
authorities and all others acts which are required for the purpose of giving effect to the aforesaid
resolution along with the filing of necessary E-form(s) with the Registrar of Companies,
Ahmedabad, Gujarat, India.”

By order of the Board

For Oravel Stays Limited

Sd/-
Shivam Kumar
Company Secretary

Date: September 1, 2025

Place: Gurugram
NOTES:

(a) The Board of the Company are convening this AGM through VC or OAVM in terms of General
Circular No. 14/2020 dated 8th April 2020, General Circular No. 17/2020 dated 13th April
2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 2/2021 dated
13th January 2021, General Circular No. 21/2021 dated 14th December 2021, General
Circular No. 2/2022 dated 5th May 2022, General Circular No. 10/2022 dated 28th December
2022, General Circular No. 9/2023 dated 25th September 2023, and General Circular No.
9/2024 dated 19th September 2024 respectively, and all other relevant circular issued by
Ministry of Corporate Affairs (collectively referred to as “MCA Circulars”), without the
physical presence of the shareholders at a common venue.

(b) To comply with the MCA Circulars and applicable provisions of the Companies Act 2013
(“Act”), the registered office of the Company, i.e., Ground Floor-001, Mauryansh Elanza,
Shyamal Cross Road, Near Parekh Hospital, Satellite, Gujarat, Ahmedabad- 380015, India,
will be considered as Deemed Venue of the AGM.

(c) The relevant details, pursuant to Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India (‘SS-2’), in respect of Director retiring by rotation
at this AGM are provided in the “Annexure-A” to this Notice.

(d) S.R. Batliboi & Associates LLP, the current Statutory Auditors of the Company, will complete
their ten-year term at the conclusion of this 14th AGM in accordance with the provisions of
the Companies Act, 2013. During their tenure, S.R. Batliboi & Associates LLP, the Company's
statutory auditors, have not issued any qualifications, reservations, adverse remarks, or
disclaimers in their audit reports.

Therefore, the Board of Directors has recommended the appointment of M/S. Walker
Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), as
the new Statutory Auditors of the Company. Walker Chandiok & Co LLP is the Indian
member firm of Grant Thornton International Ltd., a leading global audit, tax, and advisory
organisation. It is recognised as a prominent audit firm with extensive experience in
auditing listed companies.

(e) The Explanatory Statement pursuant to Section 102 of the Act read with the applicable rules
made thereunder, setting out the material facts concerning the special businesses of this
Notice of AGM is annexed herewith.

(f) Pursuant to the provisions of Section 105 of the Act, a shareholders entitled to attend and
vote at the AGM is entitled to appoint a proxy to attend and vote on their behalf, and the
proxy need not be a shareholders of the Company. Since this AGM will be held through
VC/OAVM (pursuant to the MCA Circulars), physical attendance of shareholders has been
dispensed with. Accordingly, the facility for appointment of proxies by the shareholders will
not be available for the AGM, and hence the map, proxy form and attendance slip are not
annexed to this Notice pursuant to MCA Circulars.

(g) In case of joint holding, the shareholders whose name appears as the first holder, in the
order of names as per the Company's register of members, will be entitled to vote at the
AGM.

(h) The corporate shareholders are entitled to appoint authorised representatives to attend
the AGM through VC/ OAVM, participate, and cast their votes through an electronic voting
system. A corporate shareholders intending to appoint its authorised representative to
attend the meeting in terms of Section 113 of the Act is requested to send the Company a
 certified copy of the board resolution authorising such representative to attend and vote
on its behalf at the meeting at [email protected] or physical copy at the
registered office of the Company.

(i) In terms of Section 72 of the Act and the applicable provisions, the shareholder(s) of the
Company may nominate a person to whom the Shares held by them shall vest in the event
of their death. The shareholder(s) desirous of availing this facility may submit a
nomination in the prescribed Form SH-13 to their respective Depository Participants.

(j) The notice of the AGM along with Annual Report 2024-25 is being sent to all eligible
shareholders whose names appear in the register of members/list of Beneficial Owners as
on Friday, August 29, 2025. The notice will be sent on the email id of the shareholders
registered with their respective depositories unless any shareholders has requested a
physical copy of the AGM notice.

The shareholders may note that the Notice of AGM and Annual Report 2024-25 will be
available on the Company’s website at www.oyorooms.com and the website of M/s. MUFG
Intime India Private Limited (Voting Agency), i.e. https://instavote.linkintime.co.in/

Shareholders holding shares in demat mode, who have not registered their email
addresses are requested to register their email addresses with their respective DP, and
shareholders holding shares in physical mode are requested to update their email
addresses with the Company’s RTA, MUFG Intime India Private Limited through e-mail
request on [email protected]/ [email protected] with a copy to
[email protected].

The applicable documents referred to in the Notice will be available for inspection by the
shareholders as per the applicable provision of the Act.

(k) If any assistance is required for using the technology before or during the AGM to access the
AGM, the shareholders may contact MUFG Intime India Private Limited.

(l) The shareholders attending the AGM through VC/ OAVM shall be counted to reckon the
quorum under Section 103 of the Act as amended from time to time.

(m) The register of directors and key managerial personnel and their shareholding maintained
as per Section 170 of the Act, and the register of contracts or arrangements in which
directors are interested maintained as per Section 189 of the Act, and the relevant
documents will be available electronically for inspection by the shareholders at the
registered office of the Company during the working hours except on holidays, upto the
date of the AGM. The shareholders seeking to inspect such documents can send their
request by way of an e-mail to [email protected].

(n) The Company has received consent from the Director seeking re-appointment.

(o) The facility for electronic voting system shall be made available at the AGM. The
shareholders as on the cut-off date, attending the AGM shall be able to exercise their voting
rights at the AGM. The instructions for voting by shareholders on the date of the AGM are
provided in the subsequent paragraphs.

(p) The Company has fixed Friday, September 19, 2025 as the “cut-off date” for voting at
the AGM. The voting rights of the shareholders/ beneficial owners shall be reckoned on
the shares held by them at the close of business hours on the cut-off date. A person who is
not a shareholder as of the cut-off date should treat the AGM notice for information
purposes only.
 In case a person has become a shareholders of the Company after dispatch of the AGM
notice, but on or before the cut-off date for e-voting, such person may obtain the User ID
and Password from RTA by e-mail request on [email protected] with a copy
to [email protected].

(q) The Board of Directors have appointed Mr. Devesh Vasisht, Managing Partner of DPV &
Associates LLP, Company Secretaries as a scrutinizer to scrutinize/certify that the voting
process is being carried out fairly and transparently.

(r) The scrutinizer shall immediately after the conclusion of electronic voting at the AGM,
unblock the votes cast through e-voting and remote e-voting in the presence of at least two
witnesses not in the employment of the Company and shall submit, within three days from
the date of the AGM, a consolidated scrutinizer’s report of the total votes cast in favor or
against, if any, to the Chairman or a person authorised by him in writing, who shall
countersign the same and declare the result of the voting forthwith.

(s) The results declared along with the scrutinizer’s report shall be placed on the website of
the Company at www.oyorooms.com, on the website of the voting agency and the Notice
Board of the Company at its Registered Office and as well as Corporate Office immediately
after the declaration of the result by the Chairman or a person authorised by him in
writing.

(t) Submission of questions or queries before AGM/ registration of speakers:

The shareholders seeking any information with regard to the financial statements or any
other matter to be placed at the AGM are requested to write to the Company latest by
Friday, September 19, 2025 through an e-mail at [email protected]. Such
questions shall be taken up during the AGM for response by the Company. The
shareholders who would like to express their views or ask questions during the AGM may
register themselves as speaker by sending their request from their registered e-mail
address mentioning their name, DP ID and client ID/ Folio no., No. of shares, PAN, mobile
number at [email protected] latest by Friday, September 19, 2025. Those
shareholders who have registered as speakers will be allowed to express their views and
ask questions during the AGM. The Company reserves the right to restrict the number of
speakers and the speaking time depending upon the availability of time during the AGM.

(u) VOTING THROUGH ELECTRONIC MEANS:

• Pursuant to the provisions of Section 108 of the Act and rules made thereunder and the
Secretarial Standard on General Meetings (SS-2), the Company is providing a facility of
e-voting (including remote e-voting) to its shareholders.

The Company has appointed M/s. MUFG Intime India Private Limited as the agency for
facilitating voting through electronic means. Shareholders can cast their vote by using
remote e-voting facility and e-voting at the AGM.

• The remote e-voting period begins on Monday, September 22, 2025 at 9:00 AM (IST)
and ends on Thursday, September 25, 2025 at 5:00 PM (IST)

• The shareholders whose names appear in the register of shareholders/ members/

beneficial owners as on the cut-off date may vote electronically using an e-voting/
remote e-voting facility.

• The shareholders are requested to join the AGM, through VC/ OAVM, 15 minutes before
the scheduled time and only the shareholders who have joined the AGM till 15 minutes
after the scheduled time of the commencement of the AGM shall be counted to reckon
 the quorum of the AGM.

• The participation facility at the AGM through VC/ OAVM will be made available for 1,000
shareholders on a first-come-first-served basis. However, the participation of
shareholders having significant stake (shareholders holding 2% or more shareholding),
Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairman
of the Audit Committee, Nomination and Remuneration Committee, Stakeholders’
Relationship Committee and Auditors can attend the AGM without restriction of first-
come-first served basis.

• The shareholders who have already casted their vote through remote e-voting prior to
the AGM may also attend the AGM but shall not be entitled to cast their vote again at the
AGM.

• The voting right of shareholders shall be in proportion to their share in the Company’s
paid-up share capital (Equity and Preference) as of the cut-off date.

Process and manner for attending the Annual General Meeting through InstaMeet:

Open the internet browser and launch the URL: https://instameet.in.mpms.mufg.com/& Click on
“Login”.

▶ Select the “Company” and ‘Event Date’ and register with your following details: -

A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No

• Shareholders/ members holding shares in CDSL demat account shall provide 16

Digit Beneficiary ID
• Shareholders/ members holding shares in NSDL demat account shall provide 8
Character DP ID followed by 8 Digit Client ID
• Shareholders/ members holding shares in physical form shall provide Folio
Number registered with the Company

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not
updated their PAN with the Depository Participant (DP)/ Company shall use the
sequence number provided to you, if applicable.

C. Mobile No.: Enter your mobile number.

D. Email ID: Enter your email id, as recorded with your DP/ Company.

▶ Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked
for the meeting).

Instructions for Shareholders/ Members to speak during the Annual General Meeting
through InstaMeet:

1. Shareholders who would like to speak during the meeting must register their request with
the Company.
2. Shareholders will get confirmation on first cum first basis depending upon the provision
made by the client.
3. Shareholders will receive “speaking serial number” once they mark attendance for the
meeting.
4. Other shareholder may ask questions to the panellist, via active chat-board during the
 meeting.
5. Please remember speaking serial number and start your conversation with panellist by
switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will
announce the name and serial number for speaking.

Instructions for Shareholders/ Members to vote during the Annual General Meeting
through InstaMeet:

Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/
members who have not exercised their vote through the remote e-voting can cast the vote as
under:

1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile
number/ registered email Id) received during registration for InstaMEET and click on
'Submit'.
3. After successful login, you will see “Resolution Description” and against the same the option
“Favour/ Against” for voting.
4. Cast your vote by selecting appropriate option i.e. “Favour/ Against” as desired. Enter the
number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/
Against'.
5. After selecting the appropriate option i.e. Favour/ Against as desired and you have decided
to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote,
click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
6. Once you confirm your vote on the resolution, you will not be allowed to modify or change
your vote subsequently.

Note: Shareholders/ Members, who will be present in the Annual General Meeting through
InstaMeet facility and have not casted their vote on the Resolutions through remote e-
Voting and are otherwise not barred from doing so, shall be eligible to vote through e-
Voting facility during the meeting. Shareholders/ Members who have voted through
Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate
in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote
again during the meeting.

Shareholders/ Members are encouraged to join the meeting through Tablets/ Laptops connected
through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS
download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through
Laptops connecting via Mobile Hotspot may experience Audio/ Visual loss due to fluctuation in
their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any
kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an
email to [email protected] or contact on: - Tel: Tel: 022 – 4918 6000 / 49186175.

InstaMeet Support Desk

MUFG Intime India Private Limited
REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in
demat mode can register directly with the depository or will have the option of accessing various
ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given
below:

1. Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Members who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS
Login Section”.
b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.
c) Post successful authentication, you will be able to see e-Voting services under Value added
services section. Click on “Access to e-Voting” under e-Voting services.
d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you
will be redirected to InstaVote website for casting the vote during the remote e-voting
period.

OR

Members not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS
Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
c) Enter the last 4 digits of your bank account / generate ‘OTP.
d) Post successful registration, user will be provided with Login ID and password. Follow
steps given above in points (a-d).

METHOD 2 - By directly visiting the e-voting website of NSDL:

a) Visit URL: https://www.evoting.nsdl.com/

b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL),
Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website
wherein you can see “Access to e-voting”.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you
will be redirected to MUFG Intime InstaVote website for casting the vote during the remote
e-voting period.

METHOD 3 - NSDL OTP based login

a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp

 b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re-directed to NSDL depository website
wherein you will be able to see e-Voting services under Value added services. Click on
“Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you
will be redirected to InstaVote website for casting the vote during the remote e-voting
period.

2. Individual Shareholders holding securities in demat mode with CDSL Easi/ Easiest facility:

METHOD 1 – From Easi/ Easiest

Users who have registered/ opted for Easi/ Easiest

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com

& click on New System Myeasi Tab.
b) Enter existing username, Password & click on “Login”.
c) Post successful authentication, user will be able to see e-voting option. The evoting option
will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or
“evoting link displayed alongside Company’s Name” and you will be redirected to
InstaVote website for casting the vote during the remote e-voting period.

Users not registered for Easi/ Easiest

a) To register, visit URL:

https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration /
https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields for registration.
c) Post successful registration, user will be provided username and password. Follow steps
given above in points (a-c).

METHOD 2 - By directly visiting the e-voting website of CDSL.

a) Visit URL: https://www.cdslindia.com/

b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as
recorded in Demat Account
e) After successful authentication, click on “MUFG InTime/ Link InTime” or “evoting link
displayed alongside Company’s Name” and you will be redirected to MUFG Intime
InstaVote website for casting the vote during the remote e-voting period.

3. Individual Shareholders holding securities in demat mode with depository participants.

Individual shareholders can also login using the login credentials of your demat account through
your depository participant registered with NSDL/CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, members shall navigate through “e-voting” option.
c) Click on e-voting option, members will be redirected to NSDL/ CDSL Depository site after
successful authentication, wherein you can see e-voting menu.
d) After successful authentication, click on “MUFG InTime” or “evoting link displayed
alongside Company’s Name” and you will be redirected to MUFG Intime InstaVote website
for casting the vote during the remote e-voting period.
Login method for Individual shareholders holding securities in physical form/ Non-
Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the Company, holding shares in physical form/ Non-Individual

Shareholders holding securities in demat mode as on the cut-off date for e-voting may register
and vote on InstaVote as under :

STEP 1: LOGIN / SIGNUP to InstaVote

Shareholders registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
b) Enter details as under:

1. User ID: Enter User ID

2. Password: Enter existing Password
3. Enter Image Verification (CAPTCHA) Code
4. Click “Submit”.
(Home page of e-voting will open. Follow the process given under "Steps to cast vote for
Resolutions”)

Shareholders not registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab
& register with details as under:
1. User ID: Enter User ID
2. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have
not updated their PAN with the Depository Participant (DP)/ Company shall use the
sequence number provided to you, if applicable.
3. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with
your DP/Company - in DD/MM/YYYY format)
4. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded
with your DP/Company.
o Shareholders holding shares in NSDL form, shall provide ‘D’ above
o Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’,
shall provide their Folio number in ‘D’ above
5. Set the password of your choice.
(The password should contain minimum 8 characters, at least one special Character
(!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
6. Enter Image Verification (CAPTCHA) Code.
7. Click “Submit” (You have now registered on InstaVote).
Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps
given above in points (a-b).
 STEP 2: Steps to cast vote for Resolutions through InstaVote

a. Post successful authentication and redirection to InstaVote inbox page, you will be able to
see the “Notification for e-voting”.
b. Select ‘View’ icon. E-voting page will appear.
c. Refer the Resolution description and cast your vote by selecting your desired option
‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View
Resolution’ file link).
d. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
e. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else
to change your vote, click on ‘No’ and accordingly modify your vote.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and
view proxy advisor recommendations for each resolution before casting vote. “Vote as per
Proxy Advisor’s Recommendation” option provides access to expert insights during the e-
Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it
subsequently.

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/ Mutual Fund”):

STEP 1 – Registration

a) Visit URL: https://instavote.linkintime.co.in

b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person
email ID (which is filled at the time of sign up at Sr. No. 2 above). The said form is to be
signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped
and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary
contact person’s email ID (You have now registered on InstaVote).

STEP 2 –Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1

above.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:

a. ‘Investor ID’ -
i. Members/ Shareholders holding shares in NSDL demat account shall provide 8
Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
 ii. Members/ Shareholders holding shares in CDSL demat account shall provide 16 Digit
Beneficiary ID.
b. ‘Investor’s Name - Enter full name of the entity.
c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the
Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians
and Mutual Funds shall also upload specimen signature card.
d) Click on Submit button and investor will be mapped now.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in
Step 1 above.
b) Click on ‘Votes Entry’ tab under the Menu section.
c) Enter Event No. for which you want to cast vote. Event No. can be viewed on the
home page of InstaVote under “On-going Events”.
d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option
'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View
Resolution' file link).
f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.
g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else
to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your
vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in

Step 1 above.
b) You will be able to see the notification for e-voting.
c) E-voting page will appear.
d) Download sample vote file from ‘Download Sample Vote File’ option.
e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload
the same under ‘Upload Vote File’ option.
f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast
your vote on the resolution, you will not be allowed to modify or change it
subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual

Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact MUFG Intime INSTAVOTE helpdesk
by sending a request at [email protected]: or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk
for any technical issues related to login through Depository i.e., NSDL and CDSL.
 Login type Helpdesk details
Individual Members/ Shareholders facing any technical issue in login can
Shareholders holding contact NSDL helpdesk by sending a request at [email protected]
securities in demat or call at : 022 - 4886 7000 and 022 - 2499 7000
mode with NSDL
Individual Members/ Shareholders facing any technical issue in login can
Shareholders holding contact CDSL helpdesk by sending a request at
securities in demat [email protected] or contact at toll free no. 1800 22
mode with CDSL 55 33

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholders holding securities in physical form has forgotten the USER ID [Login
ID] or Password or both then the shareholder can use the “Forgot Password” option available on
the e-Voting website of MUFG Intime: https://instavote.linkintime.co.in

• Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-
mail address. Shareholders can set the password of his/her choice by providing the information
about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number
(last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters,
at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one
capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is
Event No + Folio Number registered with the Company

User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by
8 Digit Client ID

User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the

password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID
[Login ID] or Password or both then the shareholder can use the “Forgot Password” option
available on the e-Voting website of MUFG Intime: https://instavote.linkintime.co.in

• Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click
‘forgot password?’
• Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on
“SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-
mail address. Shareholders can set the password of his/her choice by providing the information
about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number
(last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters,
at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one
capital letter.
Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten
the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID
and Forget Password option available at abovementioned depository/ depository participants
website.

 It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential.
 For shareholders/ members holding shares in physical form, the details can be used only for
voting on the resolutions contained in this Notice.

During the voting period, shareholders/ members can login any number of time till they have
voted on the resolution(s) for a particular “Event”.

Notes:

1. Shareholders/ members are advised to join the meeting through tablets/ laptops connected
through broadband for better experience.

2. Shareholders/ members are required to use Internet with a good speed (preferably 2 MBPS
download stream) to avoid any disturbance during the meeting.

3. Please note that shareholders/ members connecting from mobile devices or tablets or
through laptops connecting via mobile hotspot may experience audio/ visual loss due to
fluctuation in their network. It is therefore recommended to use a stable Wi-FI or LAN
connection to avoid any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ voting, they may send an
email to [email protected] with a copy to [email protected].
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT,
2013.

Item No. 4:

To approve the issuance of bonus shares.

The shareholders are informed that the operations and performance of the Company has grown
significantly over the past few years, which has generated considerable financial interest in the
Company’s shares. To reward the existing shareholders of the Company, the Board at their
meeting held on August 27, 2025, considered it desirable to recommend issue of bonus shares in
the ratio of 1 (One) new Bonus Equity Share of INR 1/- (Indian Rupee One only) each for every
existing fully paid-up equity share of INR 1/- each, to the holders of the equity shares of the
Company/ whose names shall appear in the Register of Members or in the records of the
Depository Participants, as on Tuesday, September 30, 2025 (the “Record Date”). The bonus
shares so issued and allotted shall be treated, for all purposes, as an increase in the nominal
amount of equity share capital held by each such member and not as income in lieu of dividend
credited to the shareholders.

Further, the Board's decision to recommend bonus shares is based on:

a) Strong operational performance and improved financial position over recent years;
b) Desire to reward long-term shareholders for their continued support;
c) Making shares more affordable and accessible to retail investors;
d) Improving market liquidity of the Company's shares; and
e) Capitalising accumulated reserves in a tax-efficient manner for shareholders

This bonus issue, being in addition to the previous bonus issuance in FY 2021-22, reflects the
Company's consistent growth and value creation for shareholders.

The proposed 1:1 bonus issue shall be funded by capitalising the Company's free reserves,
securities premium account and/or any other permissible reserves of the Company, standing as
at March 31, 2025. The Company has demonstrated strong financial performance by generating
profits for the last two consecutive years, which has resulted in adequate provisions to support
this bonus issuance.

In terms of the Company’s articles of association and the Shareholders’ Agreement dated July 29,
2019, as amended from time to time, if the Company undertakes any form of restructuring of its
share capital, including but not limited to (i) consolidation, sub-division or split of shares; (ii)
issue of bonus shares; (iii) issue of shares pursuant to a scheme of arrangement (including
amalgamation or demerger); (iv) reclassification of shares or variation of rights; and (v) issue of
rights shares (collectively referred to as “Capital Restructuring”), the number of equity shares
into which the Compulsorily Convertible Preference Shares (CCPS) and Compulsorily
Convertible Cumulative Preference Shares (CCCPS) convert, and the conversion price, are
required to be adjusted in a manner such that the holders of CCPS receive the proportionate
number of equity shares as they would have been entitled to, had such CCPS been converted
immediately prior to the occurrence of the Capital Restructuring.

Accordingly, as a consequence of the proposed Bonus Issue, the conversion ratio of each CCPS
(Series A to Series G) shall be adjusted. The additional equity shares to be issued and allotted to
the CCPS holders upon conversion after such adjustment shall be issued by capitalising the free
reserves, securities premium account and/or any other permissible reserves of the Company,
standing as at March 31, 2025.

The appropriate adjustments as a consequence of the issuance and allotment of the aforesaid
Bonus Shares, shall be made to:
 a) all outstanding options under the Employees' Stock Option Plan 2018 as on the Record
Date (including both vested and unvested options);
b) the number of options available for grant (including lapsed or forfeited options) in the
ESOP Pool as on the Record Date; and
c) the exercise price of such options, if required,

such that the option holders are placed in the same economic position they would have been in
had they exercised their options immediately prior to the Record Date and received the bonus
shares accordingly. The adjustments shall be made on a proportional basis in accordance with
the bonus ratio of 1:1, ensuring that option holders are neither advantaged nor disadvantaged by
the bonus share issuance.

Pursuant to Section 63 and other applicable provisions of the Companies Act, 2013, the approval
of the shareholders of the Company is accordingly sought for the issuance of the proposed bonus
shares.

None of the Directors and key managerial personnel of the Company including their relatives are,
directly or indirectly, interested in the proposed resolution, except to the extent of their
shareholding in the Company.

The Board of Directors recommends the aforesaid resolution as set out in item no. 4 for approval
of the Shareholders by way of an Ordinary Resolution.

Item No. 5:

To alter and increase the authorised share capital of the Company.

The shareholders are informed that the Company proposes to increase in its authorised share
capital to:

a) Accommodate the proposed 1:1 bonus issue to existing shareholders;

b) Provide flexibility for future capital requirements arising from business expansion;
c) Support the increased ESOP Pool requirements; and
d) Ensure adequate headroom for potential future fundraising or strategic transactions.

The proposed 1:1 bonus issue shall be funded by capitalising the Company's free reserves,
securities premium account and/or any other permissible reserves of the Company, standing as
at March 31, 2025. The Company has demonstrated strong financial performance by generating
profits for the last two consecutive years, which has resulted in adequate reserves to support this
bonus issuance. This increase in authorised share capital will sufficient for covering the bonus
issuance.

This increase demonstrates the Company's confidence in its growth trajectory and commitment
to rewarding shareholders while maintaining financial flexibility for future opportunities.

At present, the authorised share capital of the Company of INR 16,31,13,59,300/- (Indian Rupees
Sixteen Hundred and Thirty One Crore Thirteen Lakhs Fifty Nine Thousand Three Hundred only)
consisting of:

a) 900,00,00,000 (Nine Hundred Crore) Equity Shares of INR 1/- (Indian Rupee One only)
each;
b) 1,00,000 (One Lakh) Series A Fully and Compulsory Convertible Preference Shares of INR
1/- (Indian Rupee One only) each;
c) 1,15,000 (One Lakh Fifteen Thousand) Series A1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
 d) 1,05,000 (One Lakh Five Thousand) Series B Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
e) 1,70,000 (One Lakh Seventy Thousand) Series C Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
f) 1,05,000 (One Lakh Five Thousand) Series C1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
g) 910 (Nine Hundred and Ten) Series C2 Fully and Compulsorily Convertible Preference
Shares of INR 10/- (Indian Rupees Ten only) each;
h) 3,23,000 (Three Lakh Twenty Three Thousand) Series D Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
i) 13,000 (Thirteen Thousand) Series D1 Fully and Compulsorily Convertible Cumulative
Preference Shares of INR 10/- (Indian Rupees Ten only) each;
j) 1,37,000 (One Lakh Thirty-Seven Thousand) Series E Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
k) 1,54,000 (One Lakh Fifty-Four Thousand) Series F Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
l) 1,250 (One Thousand Two Hundred and Fifty) Series F1 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
m) 1,770 (One Thousand Seven Hundred Seventy) Series F2 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
and
n) 73,00,00,000 (Seventy Three Crores) Series G Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each.

and issued, subscribed and paid up capital as on the date of this notice is INR 7,16,88,60,981/-
(Indian Rupees Seven Hundred Sixteen Crores Eighty Eight Lakhs Sixty Thousand Nine Hundred
Eighty One only) consisting of:

a) 1,70,09,73,571 (One Hundred Seventy Crore Nine Lakh Seventy Three Thousand Five
Hundred Seventy One) Equity Shares of INR 1/- (Indian Rupee One only) each;
b) 80,160 (Eighty Thousand One Hundred Sixty) Series A Fully and Compulsorily
Convertible Preference Shares of INR 1/- (Indian Rupee One only) each;
c) 1,03,679 (One Lakh Three Thousand Six Hundred Seventy Nine) Series A1 Fully and
Compulsorily Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten
only) each;
d) 94,376 (Ninety Four Thousand Three Hundred Seventy Six) Series B Fully and
Compulsorily Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten
only) each;
e) 1,62,049 (One Lakh Sixty Two Thousand Forty Nine) Series C Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
f) 1,04,600 (One Lakh Four Thousand Six Hundred) Series C1 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
g) 3,22,790 (Three Lakh Twenty Two Thousand Seven Hundred Ninety) Series D Fully and
Compulsorily Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten
only) each;
h) 8,727 (Eight Thousand Seven Hundred Twenty Seven) Series D1 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
i) 1,37,000 (One Lakh Thirty Seven Thousand) Series E Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
j) 1,43,750 (One Lakh Forty Three Thousand Seven Hundred Fifty) Series F Fully and
Compulsorily Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten
only) each;
k) 800 (Eight Hundred) Series F2 Fully and Compulsorily Convertible Cumulative
Preference Shares of INR 10/- (Indian Rupees Ten only) each; and
 l) 54,59,02,954 (Fifty Four Crore Fifty Nine Lakh Two Thousand Nine Hundred Fifty Four)
Series G Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/-
(Indian Rupees Ten only) each.

It is therefore proposed to increase the authorised share capital of the Company to INR
24,31,13,59,300/- (Indian Rupees Twenty Four Hundred and Thirty One Crore Thirteen Lakhs
Fifty Nine Thousand Three Hundred only) consisting of:

a) 17,00,00,00,000 (One Thousand Seven Hundred Crore) Equity Shares of INR 1/- (Indian
Rupee One only) each;
b) 1,00,000 (One Lakh) Series A Fully and Compulsory Convertible Preference Shares of INR
1/- (Indian Rupee One only) each;
c) 1,15,000 (One Lakh Fifteen Thousand) Series A1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
d) 1,05,000 (One Lakh Five Thousand) Series B Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
e) 1,70,000 (One Lakh Seventy Thousand) Series C Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
f) 1,05,000 (One Lakh Five Thousand) Series C1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
g) 910 (Nine Hundred and Ten) Series C2 Fully and Compulsorily Convertible Preference
Shares of INR 10/- (Indian Rupees Ten only) each;
h) 3,23,000 (Three Lakh Twenty Three Thousand) Series D Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
i) 13,000 (Thirteen Thousand) Series D1 Fully and Compulsorily Convertible Cumulative
Preference Shares of INR 10/- (Indian Rupees Ten only) each;
j) 1,37,000 (One Lakh Thirty-Seven Thousand) Series E Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
k) 1,54,000 (One Lakh Fifty-Four Thousand) Series F Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
l) 1,250 (One Thousand Two Hundred and Fifty) Series F1 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
m) 1,770 (One Thousand Seven Hundred Seventy) Series F2 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
and
n) 73,00,00,000 (Seventy Three Crores) Series G Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each.

The aforesaid alteration of the Authorised Share Capital will also require consequential
amendment to the capital clause V of the Memorandum of Association of the Company.

Pursuant to Sections 13, 61, 64 and other applicable provisions of the Companies Act, 2013 and
the rules made thereunder, each as amended, the increase and alteration in the existing
authorised share capital of the Company requires the approval of the shareholders of the
Company.

A copy of draft of proposed Memorandum of Association is enclosed with this Notice of AGM as
“Annexure-1” for perusal by the shareholders.

None of the Directors and key managerial personnel of the Company including their relatives are,
directly or indirectly, interested in the proposed resolution, except to the extent of their
shareholding in the Company.

The Board of Directors recommends the aforesaid resolution as set out in item no. 5 for approval
of the Shareholders by way of an Ordinary Resolution.
Item No. 6:

To approve an increase in the Employee Stock Option (ESOP) Pool of the Company.

The Shareholders are informed that the Company is operating in a highly competitive market
where attracting and retaining top talent is crucial for sustained growth and market leadership.

In this regard, the Company proposes to increase the current Employee Stock Option Pool (“ESOP
Pool”) by adding 8,80,00,000 units under the Employees Stock Option Plan-2018 (“ESOP Plan”)
of the Company.

The proposed increase in the ESOP Pool will:

a) Enable the Company to attract senior management and key technical personnel;
b) Provide competitive equity compensation packages aligned with industry standards;
c) Support the Company's expansion plans into new markets and service offerings; and
d) Ensure long-term retention of critical employees who drive business performance.

The current ESOP Pool has been substantially utilised, and this increase is essential to meet the
Company's talent acquisition and retention needs for the next 2-3 years.

This stock based compensation approach aligns with Company’s employee incentives plans gear
with shareholder value creation and reinforces the Company's commitment to merit-based
rewards.

The Board of Directors of the Company, on the recommendation of the Nomination and
Remuneration Committee, has approved an increase in the existing ESOP Pool.

None of the Directors and key managerial personnel of the Company including their relatives are,
directly or indirectly, interested in the proposed resolution, except to the extent of their
shareholding in the Company and ESOPs granted to them under the Plan.

The Board of Directors recommends the aforesaid resolution as set out in item no. 6 for approval
of the Shareholders by way of a Special Resolution.

By order of the Board

For Oravel Stays Limited

Sd/-
Shivam Kumar
Company Secretary

Date: September 1, 2025

Place: Gurugram
 Annexure-A

Details of director retiring by rotation at the meeting:

Aditya Ghosh is a Non-Executive Nominee Director of the Company. He has completed an

advanced management program at Harvard Business School, USA. He is a co-founder, a member
of the board of directors, an advisor to SNV Aviation Private Limited (Akasa Air), and a designated
partner and founder of Homage Advisers LLP, Homage Ventures LLP, Homage Aviation LLP, and
Homage Foundation.

Name of the Director Aditya Ghosh

DIN 01243445
Date of Birth 27/07/1975
terms and conditions of re- In terms of Section 152(6) of the Companies Act,
appointment 2013, Mr. Aditya Ghosh, Director of the Company is
liable to retire by rotation in this AGM.
Remuneration sought to be paid As per existing approved terms of appointment.
Remuneration last drawn from the In the Financial Year 2024-25, he has drawn an
Company annual gross remuneration of INR 83,07,000 Per
Annum.
Date of first appointment on the 13/12/2019
Board of Directors of the Company
Shareholding in the Company Nil
Relationship with other Directors, None
Managers and other Key Managerial
Personnel(s) of the Company
Number of Board meetings attended 6 (Six)
during the year FY 2024-25
List of Directorships held in other • Magnum Fitness Private Limited
companies • Speciality Restaurants Limited
• Homage Aviation Private Limited
• Rudi Multi Trading Company Limited
• Greencell Mobility Private Limited
• SNV Aviation Private Limited
• Turner Morrison Limited
• Ubifly Technologies Private Limited
• Hygienic Research Institute Private Limited

Membership/ Chairmanship of Nil

Committees of Board of Directors of
other companies
 “Annexure-1”

Proposed Memorandum of Association of the Company

ORAVEL STAYS LIMITED##

I.The Name of the Company is ORAVEL STAYS LIMITED ##

II.The Registered office of the Company will be situated in the State of Gujarat.

III.The objects for which the Company is established are: -

A. THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

1. To carry on the business of providing, operating, managing, branding, advising, online and
offline booking &marketing and business ancillary service related to, accommodations
including hotels, guest houses, motels, lodging and boarding houses, serviced apartments,
holiday resorts, co-working spaces, short stays accommodations and such other
accommodations of similar nature.

2. To carry on the business of travel marketing, travel agent services, travel agent email
database marketing, travel website marketing, corporate & consumer database
marketing, last minute travel promotions, travel media planning & advertising services,
translation services, travel information centre & other allied activities.

3. To organize religious, educational, sightseeing and business tours and for the purpose to
charter ships, trains, aero planes, motor buses, motor lorries, motor cars, wagon carts,
motor boats and carriages of every description, to book and reserve accommodation and
rooms in hotels, restaurants and boarding lodging houses, boat houses & others.

B. MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN

CLAUSE III (A) ARE: -

1. To acquire by purchase, lease, exchange or otherwise any movable or immovable

property and any rights or privileges which the Company may deem necessary or
convenient for the purpose of its main business.

2. To carry on the business of manufacturing, packaging, importing, exporting, buying and

selling food and beverage, providing or facilitating sale of food and beverage services,
providing or facilitating concierge services, providing or facilitating transportation
services and any other such ancillary services in relation to hotel or accommodation
services.

3. To enter into partnership or into any arrangement for sharing profits, union of interest,
joint venture, reciprocal concession or co-operation with persons or companies carrying
on or engaged in the main business or transaction of this Company.

4. To import, buy, exchange, alter, improve and manipulate in all kinds of plants, machinery,
apparatus, tools and things necessary or convenient for carrying on the main business of
the Company.
5. To vest any movable or immovable property, rights or interests required by or received
or belonging to the Company in any person or company on behalf of or for the benefit of
the Company and with or without any declared trust in favour of the Company.

6. To purchase or otherwise acquire, build, carry out, equip, maintain, alter, improve,
develop, manage, work, control and superintend any plants, warehouse, sheds, offices,
shops, stores, buildings, machinery, apparatus, labour lines and houses, warehouses, and
such other works and conveniences necessary for carrying on the main business of the
Company.

7. To undertake or promote scientific research relating to the main business or class of

business of the Company.

8. To acquire and take over the whole or any part of the business, goodwill, trade-marks
properties and liabilities of any person or persons, firm, companies or undertakings either
existing or new, or take possession of any property or rights suitable for the purpose of
the Company and to pay for the same either in cash or in shares or partly in cash and
partly in shares or otherwise.

9. To negotiate and enter into agreements and contracts including but not limited to
franchising and brand licensing contracts with Indian and foreign individuals, companies,
corporations and such other organizations for technical, financial or any other such
assistance for carrying out all or any of the main objects of the Company or for the purpose
of activity research and development of manufacturing projects on the basis of know-how,
financial participation or technical collaboration and acquire necessary formulas and
patent rights for furthering the main objects of the Company.

10. To amalgamate with any other company, of which all or any of their objects are similar to
the objects of the Company, in any manner with or without liquidation.

11. Subject to any law for the time being in force, to undertake or take part in the formation
supervision or control of the business or operations of any person, firm, body corporate,
association undertaking carrying on the main business of the Company.

12. To apply for, obtain, purchase or otherwise acquire and prolong and renew any patents,
patent-rights, brevets, inventions, processes scientific technical or other assistance
manufacturing processes know-how and other information, designs, patterns, copyrights,
trade-mark, licenses concessions and the like rights or benefits, conferring an exclusive
or non-exclusive or limited or unlimited right of use thereof, which may seem capable of
being used for or in connection with the main objects of the Company or the acquisition
or use of which may seem calculated directly or indirectly to benefit the Company on
payment of any fee royalty or other consideration and to use, exercise or develop the same
under or grant licenses in respect thereof or otherwise deal with same and to spend
money in experimenting upon testing or improving any such patents, inventions, right or
concessions.

13. To apply for and obtain any order under any Act or Legislature, charter, privilege
concession, licence or authorization of any Government, State or other Authority for
enabling the Company to carry on any of its main objects into effect or for extending any
of the powers of the Company or for effecting and modification of the constitution of the
Company or for any other such purpose which may seem expedient and to oppose any
proceeding or applications which may seem expedient or calculated directly or indirectly
to prejudice the interest of the Company.

14. To make application, file documents, apply for tenders, enter into agreements with any
Government or other Authorities or any persons or companies that may seem conducive
 to the main objects of the Company and to obtain from any such Government, other
authority, person or company any rights, charters, contracts, licenses and concessions
which the Company may think desirable to obtain and to carry out, exercise and comply
therewith.

15. To procure the Company to be registered or recognized in or under the laws of any place
outside India and to do all act necessary for carrying on in any foreign country for the
business or profession of the Company.

16. Subject to Section 179, 180, 185 and 186 of the Companies Act, 2013 and the rules
thereunder and the directions issued by any authority, to receive money on loan or raise
money in such manner as the Company may deem fit, including issue of debentures or
debenture-stock (perpetual or otherwise) and to secure the payment of any money
borrowed, raised or owed by mortgage, charge or lien upon all or any of the property or
assets of the Company (both present or future) including its uncalled capital and also by
similar mortgage, charge or lien to secure and guarantee the performance by the
Company, or any other such person or company, of any obligation undertaken by the
Company, or any such other person or company.

17. Subject to the applicable provisions of the Companies Act, 2013 and rules made
thereunder, to grant, avail any kind of guarantee, corporate guarantee and counter
guarantee and to guarantee the payment/repayment of loans, borrowings of any nature
whatsoever granted by any institutions and/or any person to/from any individual,
firm(s), HUF, company(s), association of person and money secured by or payable under
or in respect of stocks, bonds, debentures, debenture stocks, contracts, mortgages,
charges, obligations and securities of any person, whether incorporated or not.

18. To draw, make, accept, discount, execute and issue bills of exchanges, promissory notes,
bills of lading, warrants, debentures and such other negotiable or transferable
instruments, of all types or securities and to open Bank Accounts of any type and to
operate the same in the ordinary course of business of the Company.

19. To advance money either with or without security, and to such persons and upon such
terms and conditions as the Company may deem fit and also to deal with the money of the
Company not immediately required in or upon such manner as, from time to time, may be
determined.

20. To undertake and execute any trusts, the undertaking of which may seem to the Company
desirable, either gratuitously or otherwise.

21. To establish, or promote or concur in establishing or promoting any company for the
purpose of acquiring all or any of the properties, rights and liabilities of the Company.

22. To sell, exchange, grant licenses and other rights improve, manage, develop and dispose
of undertakings, properties, assets and effects of the company or any part thereof for such
consideration as may be expedient and in particular for any shares, stocks, debentures or
other securities of any other such company having main objects altogether or in part
similar to those of the Company.

23. To distribute as dividend or bonus among the member or to place to reserve or otherwise
to apply, as the Company may, from time to time, determine any money received by way
of premium on debentures issued at a premium by the Company and any money received
in respect of forfeited shares, money arising from the sale by the Company of forfeited
shares subject to the provisions of Sec. 52 of the Companies Act, 2013.
24. To employ agents or experts to investigate and examine into the condition, prospects,
value, character and circumstances of any business concerns and undertakings and
generally of any assets, properties or rights which the Company propose to acquire.

25. To accept gifts, bequests, devisers or donations of any movable or immovable property or
any right or interests therein from members or others.

26. To create any reserve fund, sinking fund or any other such special funds whether for
depreciation, repairing, improving and research, extending or maintaining any of the
properties of the Company or for any other such purpose conducive to the interest of the
Company.

27. To establish and maintain or procure the establishment and maintenance of any
contributory or non-contributory pension or superannuation, provident or gratuity funds
for the benefit of and give or procure the giving of the donations, gratuities, pensions,
allowances, bonuses or emoluments of any persons who are or were at any time in the
employment or service of the Company or any company which is a subsidiary of the
Company or is allied to or associated with the Company or with any such subsidiary
company or who are or were at any time Directors or officers of the Company or any other
company as aforesaid and the wives, widows, families and dependants of any such
persons and also to establish and subsidies and subscribe to any institutions, associations,
club or funds calculated to be for the benefit of or advance aforesaid and make payments
to or towards the insurance of any such persons as aforesaid and to do any of the matters
aforesaid, either alone or in conjunction with any such other company as aforesaid.

28. To establish, for any of the main objects of the Company, branches or to establish any firm
or firms at places in or outside India as the Company may deem expedient.

29. To pay for any property or rights acquired by or for any services rendered to the Company
and in particular to remunerate any person, firm or company introducing business to the
Company, either in cash or fully or partly-paid up shares with or without preferred or
deferred rights in respect of dividend or repayment of capital or otherwise or by any
securities which the Company has power to issue or by the grant of any rights or options
or partly in one mode and partly in another and generally on such terms as the Company
may determine.

30. To pay out of the funds of the Company all costs, charges and expenses of and incidental
to the formation and registration of the Company and any company promoted by the
Company and also all costs, charges, duties, impositions and expenses of and expenses of
and incidental to the acquisition by the Company of any property or assets.

31. To send out to foreign countries, its directors, employees or any other person or persons
for investigation possibilities of main business or trade procuring and buying any
machinery or establishing trade and business connections or for promoting the interests
of the Company and to pay all expenses incurred in this connection.

32. To compensate for loss of office of any Managing Director or Directors or other officers of
the Company within the limitations prescribed under the Companies Act 2013 or such
other statutes or rule having the force of law and to make payments to any person whose
office of employment or duties may be determined by virtue of any transaction in which
the Company is engaged.

33. To agree to refer to arbitration any dispute, present or future between the Company and
any other company, firm, individual or any other body and to submit the same to
arbitration in India or abroad either in accordance with Indian or any foreign system of
law.
 34. To subscribe or guarantee money for any national, charitable, benevolent, public, general
or useful object of and for exhibition, subject to the provisions of Sections 180, 182 & 183
of the Companies Act, 2013.

35. To appoint agents, sub-agents, dealers, managers canvassers, sales representatives or

salesmen for transacting all or any kind of the main business of which this Company is
authorized to carry on and to constitute agencies of the Company in India or in any other
country and establish depots and agencies in different parts of the world.

36. To do all such other things as may be deemed incidental or conducive to the attainment
of the main objects.

IV.The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any,
on the shares held by them. ##

V.The Authorised Share Capital of the Company is INR 24,31,13,59,300/- (Indian Rupees Twenty
Four Hundred and Thirty One Crore Thirteen Lakhs Fifty Nine Thousand Three Hundred only)
divided into:* @

a) 17,00,00,00,000 (One Thousand Seven Hundred Crore) Equity Shares of INR 1/- (Indian
Rupees One only) each;
b) 1,00,000 (One Lakh) Series A Fully and Compulsory Convertible Preference Shares of INR
1/- (Indian Rupees One only) each;
c) 1,15,000 (One Lakh Fifteen Thousand) Series A1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
d) 1,05,000 (One Lakh Five Thousand) Series B Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
e) 1,70,000 (One Lakh Seventy Thousand) Series C Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
f) 1,05,000 (One Lakh Five Thousand) Series C1 Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
g) 910 (Nine Hundred and Ten) Series C2 Fully and Compulsorily Convertible Preference
Shares of INR 10/- (Indian Rupees Ten only) each;
h) 3,23,000 (Three Lakh Twenty Three Thousand) Series D Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
i) 13,000 (Thirteen Thousand) Series D1 Fully and Compulsorily Convertible Cumulative
Preference Shares of INR 10/- (Indian Rupees Ten only) each;
j) 1,37,000 (One Lakh Thirty-Seven Thousand) Series E Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
k) 1,54,000 (One Lakh Fifty-Four Thousand) Series F Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
l) 1,250 (One Thousand Two Hundred and Fifty) Series F1 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
m) 1,770 (One Thousand Seven Hundred Seventy) Series F2 Fully and Compulsorily
Convertible Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each;
and
n) 73,00,00,000 (Seventy Three Crores) Series G Fully and Compulsorily Convertible
Cumulative Preference Shares of INR 10/- (Indian Rupees Ten only) each.

* The Shareholder of the Company increase the authorised share capital of the Company
at Extra Ordinary General Meetings held on September 1, 2021, June 18, 2024 and August
8, 2024.
* The Shareholder of the Company sub divide the authorised share capital of the Company
at Extra Ordinary General Meeting held on September 10, 2021.
@ Proposed alteration in Memorandum of Association of the Company

## The Shareholders of the Company amended the Memorandum of Association of the

Company pursuant to conversion of the Company from Private Limited Company to
Public Limited Company at Extra Ordinary General Meeting dated September 12, 2021.