OYO’s EGM: Bonus Share, IPO Approvals, and What Comes Next

Oravel Stays Limited (OYO) held its 2nd Extraordinary General Meeting (EGM) for FY 2025–26 on December 20, 2025, at 5:30 PM IST through Video Conferencing/OAVM, in accordance with MCA guidelines. Shareholders discussed and approved major proposals that shape OYO’s capital structure, governance, and roadmap toward a potential public listing.

Below is a comprehensive overview of everything presented and approved at the meeting.

1. Approval to Raise Capital Through an IPO

Shareholders approved a proposal allowing OYO to raise Rs 6,650 crore through a fresh issue of equity shares in an Initial Public Offering. The approval enables the company to offer shares to institutional, retail, NRI, FPI, and employee categories, as permitted under SEBI regulations.

The resolution also allows the company to retain oversubscription up to 1%, include a green shoe option, and finalise the issue price via book building. All shares issued will rank pari passu with existing equity.

2. Issuance and Listing of Equity Shares

The company will create, issue, and allot fresh equity shares that will be listed on Indian stock exchanges, including BSE and NSE. The Board now has full authority to determine investor categories, pricing, appointment of intermediaries, and other related decisions.

3. Pre-IPO Placement Flexibility

OYO may conduct a Pre-IPO Placement to select investors before filing the Red Herring Prospectus. Any such allotment will proportionately reduce the size of the main IPO while ensuring compliance with minimum issue size requirements.

4. Increase in Authorised Share Capital

To support upcoming capital actions such as the bonus issue, shareholders approved increasing OYO’s authorised share capital from approximately Rs 24,311 crore to Rs 24,911 crore.

This includes raising the authorised equity share count from about 170 crore shares to 176 crore shares. The Memorandum of Association will be updated to reflect this change.

5. Approval for Issuance of Bonus Shares

OYO will issue bonus shares in the ratio of 1:19, i.e. 1 new share for every 19 equity shares held as of the Record Date, December 5, 2025. The bonus shares will be fully paid, funded through capitalisation of reserves or the securities premium account. Fractional entitlements will be rounded up to the next whole number.

Bonus shares will be credited directly to shareholders’ demat accounts, and any investor without a demat account will receive credit upon opening one.

6. Conversion Ratio Adjustments for Preference Shares

To maintain fairness across capital classes, conversion ratios of all existing preference share series (Series A to Series G) will be proportionately adjusted after the bonus issuance. This ensures holders of CCPS and CCCPS receive equity entitlements equivalent to what they would have received if conversion had occurred immediately before the bonus issue.

Employee stock options (vested, unvested, and available pool) will also be adjusted accordingly.

7. Adoption of a New Articles of Association

Shareholders approved replacing the existing Articles of Association with a new set aligned with public-company governance standards. The updated AoA is structured to meet Companies Act requirements and SEBI regulations, ensuring smoother operations post-IPO.

8. E-Voting and Participation Details

Shareholders were able to vote through remote e-voting from December 16 to 19, 2025, or during the EGM via InstaMeet.
Key participation points included:

• Cut-off date for voting: December 13, 2025
• Quorum counted through VC attendance
• Access instructions were provided for NSDL, CDSL, and physical shareholders
• Details for login, OTP authentication, and troubleshooting were included in the notice

Members joining the meeting were encouraged to log in early, use a stable internet, and follow instructions for speaking requests or submitting questions.

9. Administrative and Procedural Notes

The EGM notice also included operational instructions such as:

• Appointment of Mr Devesh Vasisht as the scrutineer to oversee the voting process
• Instructions for corporate representatives submitting board resolutions
• Details for shareholders to inspect documents digitally
• Communication emails for technical support and secretarial queries
• Speaker registration deadlines and protocols
• Clarifications on eligibility, nomination rights, and cut-off conditions

Once voting results are compiled, they will be posted on OYO’s website, the e-voting portal, and notice boards at the registered and corporate offices.

10. What These Decisions Mean for OYO

With these approvals, OYO has completed key structural steps required ahead of its proposed IPO. The company has:

• Strengthened its capital base
• Rewarded shareholders through a bonus issue
• Updated its corporate governance framework
• Enabled flexibility for fundraising
• Modernised its Articles in line with public market expectations

The EGM marks a significant milestone in OYO’s larger transformation journey as it prepares for public listing and long-term value creation.