Notice- OYO Postal Ballot for Proposed Resolutions via E-Voting

Notice is hereby given that, pursuant to applicable provisions of the Companies Act, 2013 and MCA Circulars, the Company proposes to pass the enclosed Resolutions through Postal Ballot via remote e-voting provided by MUFG Intime India Pvt. Ltd.

Special Business

• To alter and increase the authorized share capital of the Company from Rs. 24,31,13,59,300 to Rs. 24,33,13,59,300 by including 10,00,000 Bonus A CCPS of Rs. 10 each and 10,00,000 Bonus B CCPS of Rs. 10 each.
  
  
• Approval is sought to issue Bonus Compulsorily Convertible Preference Shares (Bonus CCPS) to existing equity shareholders by capitalizing the Company’s free reserves, securities premium, or other permissible accounts as on March 31, 2025. Each Bonus CCPS, having a face value of Rs. 10 and credited as fully paid-up, will be allotted to eligible shareholders whose names appear in the register of members or beneficial owners as of October 24, 2025 (Record Date), in the ratio of 1 Bonus CCPS for every 6,000 existing equity shares held.

Characteristics of Bonus CCPS

• Preferential Dividend:  Bonus CCPS are issued at a noncumulative preferential dividend rate of 0.01% p.a. Holders of Bonus CCPS will be entitled to receive dividends on an as-if-converted basis, similar to equity shareholders, but such dividends shall be payable only when declared by the Board. In the event of repayment of capital, Bonus CCPS will carry pari passu rights with the equity shares of the Company.
  
  
• Conversion:
  • Each Bonus CCPS will, by default, convert into 1 equity share (“Default Bonus Conversion Ratio”). However, equity shareholders may choose a Milestone Based Option under which conversion will depend on whether a defined milestone is achieved:
    
    
    • Upon achievement of the milestone, each Bonus CCPS will convert into 1,109 equity shares (“Milestone Achievement Ratio”).
    • Upon non-achievement, each Bonus CCPS will convert into 0.10 equity share (“Milestone Non-Achievement Ratio”).
      
      
  • Shareholders not opting for the Milestone Based Option will be termed Class A Bonus CCPS Holders, while those who opt for it will be Class B Bonus CCPS Holders.
    
    
  • No fractional shares will be issued upon conversion- any fractional entitlement will be rounded to the nearest whole number (rounded up if less than one). Holders owning fewer than 6,000 equity shares of the Company will not be entitled to receive any Bonus CCPS.
    
    
  • The Milestone refers to the appointment of bankers during FY26 in connection with any proposed IPO of the Company.
    
    
  • Shareholder must notify the Company in writing of their choice regarding the Milestone Based Option within three working days from the dispatch of the Postal Ballot Notice
    
    
  • Shareholders holding more than 1% of the Company’s fully diluted equity share capitalmay choose different conversion ratios for different portions of their Bonus CCPS
    

• Issuance of Sweat Equity Shares:
  
  
  • To issue and allot up to 23,73,384 fully paid-up equity shares of face value Rs. 1 each as Sweat Equity Shares to Mr. Troy Matthew Alstead, Independent Director, in recognition of his value addition and professional contribution. Appropriate adjustment for the 1:1 bonus issuance (resulting in a total allotment of 47,46,768 shares) shall be made, as approved by the Board and shareholders in their meetings held on August 27, 2025, and September 26, 2025.
    
    
  • To issue and allot up to 23,73,384 fully paid-up equity shares of face value Rs 1 each as Sweat Equity Shares to Mr. William Steve Albrecht, Independent Director, in recognition of his professional contribution and value addition, with the 1:1 bonus issuance adjustment (totaling 47,46,768 shares) duly incorporated as per approvals granted by the Board and shareholders at their respective meetings on August 27, 2025, and September 26, 2025.