CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE EXTRA ORDINARY

GENERAL MEETING OF THE COMPANY HELD ON SATURDAY, NOVEMBER 19, 2022,

AT 03:00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 1ST
FLOOR, SAIDEEP SRINIDHI, NO.2, WARD NO., 73, NAL WIND TUNNEL ROAD,
MURUGESHAPALYA, BANGALORE – 560017, KARNATAKA,

SPECIAL BUSINESS:

AGENDA ITEM NO. 01:

APPROVAL OF OFFER LETTER FOR ISSUE OF 1000 (ONE THOUSAND) UNLISTED,

SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES (“NCDs”) (SERIES J
DEBENTURES) ON PREFERENTIAL BASIS BY WAY OF PRIVATE PLACEMENT:

“RESOLVED THAT
a) pursuant to:
(i) The provisions of sections 42, 71 and other applicable provisions, if any, of the Companies
Act, 2013 read along with the rules framed thereunder (including any statutory
modifications, amendments thereto or re-enactment thereof, the circulars, notifications,
regulations, rules, guidelines, if any, issued by the Government of India) (“Act”).
(ii) subject to such other applicable laws, rules, regulations, and guidelines.
(iii) the Memorandum and Articles of Association of the Company; and
(iv) the recommendation made by the Board of Directors of the Company (hereinafter referred
to as the “Board” which shall deemed to include any committee thereof) at its meeting held
on November 16, 2022.

consent of the members of the Company be and is hereby accorded for the issue and offer of 1000 (One
Thousand) unlisted, secured, redeemable, non-convertible Debentures (“NCDs”) (“Series J
Debentures”) having face value of INR 5,00,000/- (Indian Rupees Five Lakh Only) per Series J
Debenture, to the following investors (“Investors”), as and in the manner set out below (“Issue”), on
a preferential basis by way of private placement through issue of serially numbered private placement
offer cum application letter recorded as Form PAS – 4 (“Offer Letter”) on such terms and conditions
in accordance with the provisions of the Act.

Investors Category / Address Total Number of

Class Consideration Series J
(Amount in Debentures
INR)

Blacksoil India Alternate 1203, Lodha INR 300 (Three

Credit Fund acting Investment Supremus, Senapati 15,00,00,000/- Hundred)
through its Fund Bapat Marg, Lower (Indian Rupees
investment Parel, Mumbai – Fifteen Crore
manager BlackSoil 400013 Only)
Asset Management
Private Limited

Blacksoil Capital Non-Banking 1203, Lodha INR 700 (Seven

Private Limited Financial Supremus, Senapati 35,00,00,000/- Hundred)
Company Bapat Marg, Lower (Indian Rupees
Parel, Mumbai – Thirty-Five
400013 Crore Only)
CIN – U74900KA2014PTC075256 GST: 29AAFCD0915M1ZH
Website: www.dunzo.in | Contact: 080-41525289
Registered Office Address: 'SAIDEEP SRINIDHI' NO. 2, 1st FLOOR, NAL WIND TUNNEL
ROAD, MURUGESHAPALYA, BANGALORE KARNATAKA - 560017
Page 1 of 7
 Total INR 1000 (One
50,00,00,000/- Thousand)
(Indian
Rupees Fifty
Crore Only)

RESOLVED FURTHER THAT the terms and conditions for issuance of Series J Debentures is
enclosed as Annexure A.

RESOLVED FURTHER THAT the Company do hereby approve to secure the redemption amount
of the Debentures by: (i) creating a charge on hypothecated properties of the Company (ii) non- disposal
undertaking by Kabeer Khokan Biswas (the Company shall sign the same as a confirming party) and
such other security as mutually agreed between the Company, the Debenture Holders and the Debenture
Trustee for further securing the Debenture Subscription Amount.

RESOLVED FURTHER THAT the draft of the Offer Letter in accordance with the Companies
(Prospectus and Allotment of Securities) Rules, 2014, tabled before the meeting, be and is hereby
approved and the Offer Letter shall be circulated only after filing the necessary Board/shareholders’
resolution approving the Issue, on a preferential basis by way of private placement, with the Registrar
of Companies (“RoC”).

RESOLVED FURTHER THAT the Company do record the name of the Investors and maintain such
record of private placement offer of the Series J Debentures in Form PAS-5 under the Companies
(Prospectus and Allotment of Securities) Rules, 2014.

RESOLVED FURTHER THAT monies received by the Company from the Investor as application
monies to allot Series J Debentures, pursuant to the Issue shall be kept by the Company in a separate
bank account with Kotak Mahindra Bank bearing account number 2214263370 and shall be utilized by
the Company in accordance with Section 42 of the Act.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, each Director
of the Company be and are hereby severally authorized may be considered necessary or desirable and
to accept any modification(s) in terms of issue of Series J Debentures, including as may be required by
any statutory authority, and to settle any question or difficulty that may arise with regards to the issue
and allotment of Series J Debentures and to alter, vary, add to take all such action and/ or to give such
directions and to do all such acts, deeds and things as or delete any of terms / conditions thereof as they
may deem expedient in the best interest of the Company.

RESOLVED FURTHER THAT each Director of the Company be and are hereby severally authorised
to certify a copy of this resolution and issue the same to all concerned parties.”

For Dunzo Digital Private Limited

Digitally signed by
Kabeer Khokan Kabeer Khokan Biswas
Biswas Date: 2022.11.22
11:40:06 +05'30'

Kabeer Khokan Biswas

Director
DIN: 03627190
Address: Flat No 402, Edward House 37, Pottary Road,
Near Richards Park, Bangalore-560005, Karnataka, India.

CIN – U74900KA2014PTC075256 GST: 29AAFCD0915M1ZH

Website: www.dunzo.in | Contact: 080-41525289
Registered Office Address: 'SAIDEEP SRINIDHI' NO. 2, 1st FLOOR, NAL WIND TUNNEL
ROAD, MURUGESHAPALYA, BANGALORE KARNATAKA - 560017
Page 2 of 7
 ANNEXURE A

TERMS AND CONDITIONS OF SERIES J DEBENTURES

Sr. Particulars Terms

No.

1. Face Value Indian Rupees Five Lakh only

2. Tenure 12 months from the date of disbursement of date

and not later than November 30, 2023.

3. Voting Rights No voting rights

4. Security As mentioned in Annexure B

5. Coupon Series J Debentures shall be entitled to Coupon

as per the Coupon Rate of 24% (Twenty Four
Percent.) per annum calculated on the
outstanding Series J Debenture Subscription
Amount. The Coupon shall be payable monthly

6. Upfront Coupon 1.0% of the Series J Debenture Subscription

Amount payable one-time prior to disbursement,

7. Redemption of Series J Debentures a) Series J Debentures shall be redeemed in equal

principal instalments by face value reduction
in accordance with the repayment schedule
agreed between the Company and the
Investors;
b) The Investors shall have the right to ask for
mandatory redemption in case of specific
material default as agreed in the transaction
documents, by giving 7 days’ prior notice to
the Company.
c) The Company shall redeem the Series J
Debentures, immediately and in any case
within 30 days, from the date of raising equity
capital of at least INR 200,00,00,000 (Indian
Rupees Two Hundred Crores).
d) The Company shall have the right to prepay the
Series J Debentures at any time during the
Tenure without payment of any prepayment
premium.

8. Penalty a) 4% per month, on overdue amount for

financial default.
b) 3% per annum on the outstanding amount,
over and above applicable Coupon Rate after
a cure period of 15 days in case of material

CIN – U74900KA2014PTC075256 GST: 29AAFCD0915M1ZH

Website: www.dunzo.in | Contact: 080-41525289
Registered Office Address: 'SAIDEEP SRINIDHI' NO. 2, 1st FLOOR, NAL WIND TUNNEL
ROAD, MURUGESHAPALYA, BANGALORE KARNATAKA - 560017
Page 3 of 7
 default, as agreed between the Company and
Investors.

9. Prepayment Premium No pre-payment Premium.

ANNEXURE B

1. DESCRIPTION OF COMPANY HYPOTHECATED PROPERTIES

1. a first ranking pari passu charge on all rights, title, interest, benefits, claims, demands arising
out of or in relation to the existing and future current assets, fixed assets, Intellectual Property,
Intellectual Property Rights, inventory (if any), receivables and rental deposits and investments
of the Company;

2. a bank deposit / DRR Amount maintained under this Deed which shall be lien marked to the
Debenture Trustee;

Wherein the security stipulated at (1) and (2) shall be referred to as the “Hypothecated Property”.

3. such other security as mutually agreed between the Company, the Debenture Holders and the
Debenture Trustee for further securing the Debenture Subscription Amount.

CIN – U74900KA2014PTC075256 GST: 29AAFCD0915M1ZH

Website: www.dunzo.in | Contact: 080-41525289
Registered Office Address: 'SAIDEEP SRINIDHI' NO. 2, 1st FLOOR, NAL WIND TUNNEL
ROAD, MURUGESHAPALYA, BANGALORE KARNATAKA - 560017
Page 4 of 7
CERTIFIED TRUE COPY OF THE EXPLANATORY STATEMENT TO THE NOTICE OF
THE EXTRA ORDINARY GENERAL MEETING OF THE COMPANY HELD ON
SATURDAY, NOVEMBER 19, 2022, AT 03:00 P.M. AT THE REGISTERED OFFICE OF THE
COMPANY SITUATED AT 1ST FLOOR, SAIDEEP SRINIDHI, NO.2, WARD NO., 73, NAL
WIND TUNNEL ROAD, MURUGESHAPALYA, BANGALORE – 560017, KARNATAKA.

As required by Section 102 of the Companies Act, 2013, (hereinafter referred to as "the Act") the
following Explanatory Statement sets out all material facts relating to the business mentioned under
Item No. 01 of the accompanying Notice dated November 16, 2022.

AGENDA ITEM NO. 01:

APPROVAL OF OFFER LETTER FOR ISSUE OF 1000 (ONE THOUSAND) UNLISTED,

SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES (“NCDs”) (“SERIES J
DEBENTURE”) ON PREFERENTIAL BASIS BY WAY OF PRIVATE PLACEMENT:

The Company intends to raise further funds by issuing 1000 (One Thousand) unlisted, secured,
redeemable non-convertible debentures (“NCDs”) (“Series J Debentures”) having face value of INR
5,00,000/- (Indian Rupees Five Lakh Only) per Series J Debentures to the following investors as
mentioned below:

Investors Category / Address Total Number of

Class Consideration Series J
(Amount in Debentures
INR)

Blacksoil India Alternate 1203, Lodha INR 300 (Three

Credit Fund acting Investment Supremus, 15,00,00,000/- Hundred)
through its Fund Senapati Bapat (Indian Rupees
investment manager Marg, Lower Fifteen Crore
BlackSoil Asset Parel, Mumbai - Only)
Management 400013
Private Limited
Blacksoil Capital Non- 1203, Lodha INR 700 (Seven
Private Limited Banking Supremus, 35,00,00,000/- Hundred)
Financial Senapati Bapat (Indian Rupees
Company Marg, Lower Thirty Five
Parel, Mumbai - Crore Only)
400013
Total INR 1000 (One
50,00,00,000/- Thousand)
(Indian Rupees
Fifty Crore
Only)

The Company was incorporated on 08/07/2014 under the provisions of the Companies Act, 2013. The
Company proposes to issue Series J Debentures to the Investor on a preferential basis by way of private
placement.

CIN – U74900KA2014PTC075256 GST: 29AAFCD0915M1ZH

Website: www.dunzo.in | Contact: 080-41525289
Registered Office Address: 'SAIDEEP SRINIDHI' NO. 2, 1st FLOOR, NAL WIND TUNNEL
ROAD, MURUGESHAPALYA, BANGALORE KARNATAKA - 560017
Page 5 of 7
The relevant details of the proposed issuance of Series J Debentures other material facts as prescribed
under Rule 14 (1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 are provided
hereunder:

1. Particulars of the offer Particulars of the Offer:

including date of passing of a) The Series J Debentures will be offered and issued through
Board resolution. a Private Placement Offer Letter pursuant to Sections 42
and 71 and Rule 14(1) of Companies (Prospectus and
Allotment of Securities) Rules, 2014, and all other
applicable laws.

b) 1000 (One Thousand) Series J Debentures of the company,

having a face value of INR 5,00,000/- (Indian Rupee Five
Lakh Only) each.
Date of the Board resolution: November 16, 2022.
2. Kind of securities offered 1000 (One Thousand) unlisted, secured, redeemable non-
and the price at which convertible Debentures (“Series J Debenture”) of the
security is being allotted. company, having a face value of INR 5,00,000/- (Indian Rupee
Five Lakh Only) each.
3. Basis or justification for the Not Applicable for Series J Debentures being Non-Convertible
price (including premium, if Debentures.
any) at which the offer or
invitation is being made.
4. Name and address of valuer Not Applicable
who performed valuation.
5. Amount which the Size of the issue of Series J Debentures:
Company intends to raise by INR 50,00,00,000/- (Indian Rupee Fifty Crores Only)
way of such securities. Number of Series J Debentures to be issued:
1000 (One Thousand) Series J Debentures
Nominal value of each Series J Debentures:
INR 5,00,000/- (Indian Rupees Five Lakh Only) per
Debenture
Premium of each Debentures:
INR Nil/- per Debentures
6. Material terms of raising Material terms of raising such securities:
such securities, proposed The Series J Debentures shall be issued pursuant to the
time schedule, purposes or material terms as mentioned in Annexure A below.
objects of offer, contribution
being made by the The proposed time Schedule:
promoters or directors either As per the debenture trust and hypothecation deed executed
as part of the offer or between the Company and Catalyst Trusteeship Limited.
separately in furtherance of
objects; principal terms of Purposes or objects of offer:
assets charged as securities. For the working capital requirement and other general
corporate purposes

Contribution being made by the promoters or directors either

as part of the offer or separately in furtherance of objects:
There is no intention by the promoter or Directors or the key
managerial personnel to subscribe to the shares.

Principle terms of assets charged as securities:

CIN – U74900KA2014PTC075256 GST: 29AAFCD0915M1ZH
Website: www.dunzo.in | Contact: 080-41525289
Registered Office Address: 'SAIDEEP SRINIDHI' NO. 2, 1st FLOOR, NAL WIND TUNNEL
ROAD, MURUGESHAPALYA, BANGALORE KARNATAKA - 560017
Page 6 of 7
 The terms of assets charged as securities regarding Series J
Debentures are enclosed as “ANNEXURE B”

The relevant details as prescribed under Rule 13 of the Companies (Share Capital and Debenture) Rules,
2014 are not applicable to the Company being the Company is issuing Unlisted, Secured, Redeemable
Non-Convertible Debentures (“NCD”).

The provisions of the Companies Act, 2013 and the rules prescribed thereunder require the approval of
the members of the Company by way of a special resolution, for a company offering or making an
invitation to subscribe its securities on a preferential basis by way of private placement.

The relevant transaction documents would be available for inspection at the registered office of the
Company from the date of issue of this notice, till the date of this general meeting.

None of the Directors, key managerial personnel and/or their relatives, is in anyway concerned with or
interested, financially or otherwise, in the resolution, except to the extent of their respective
shareholding in the Company.

The Board at its meeting held on November 16, 2022, had approved the aforesaid issue, and offer
(including its terms) on a preferential basis by way of private placement and recommends the adoption
of the resolution as set out in item no. 01 of the Notice as a special resolution.

By Order of the Board of Directors

For DUNZO DIGITAL PRIVATE LIMITED
Digitally signed by
Kabeer Khokan Kabeer Khokan Biswas
Biswas Date: 2022.11.22
11:40:34 +05'30'

Kabeer Khokan Biswas

Director
DIN: 03627190
Address: Flat No 402, 4th Floor, Edward House 37,
Pottery Road, Pulikeshi Nagar, Frazer Town,
Bangalore-560005, Karnataka India.

CIN – U74900KA2014PTC075256 GST: 29AAFCD0915M1ZH

Website: www.dunzo.in | Contact: 080-41525289
Registered Office Address: 'SAIDEEP SRINIDHI' NO. 2, 1st FLOOR, NAL WIND TUNNEL
ROAD, MURUGESHAPALYA, BANGALORE KARNATAKA - 560017
Page 7 of 7
 ANNEXURE A

TERMS AND CONDITIONS OF SERIES J DEBENTURES

Sr. Particulars Terms

No.

1. Face Value Indian Rupees Five Lakh only

2. Tenure 12 months from the date of disbursement of date

and not later than November 30, 2023.

3. Voting Rights No voting rights

4. Security As mentioned in Annexure B

5. Coupon Series J Debentures shall be entitled to Coupon

as per the Coupon Rate of 24% (Twenty Four
Percent.) per annum calculated on the
outstanding Series J Debenture Subscription
Amount. The Coupon shall be payable monthly

6. Upfront Coupon 1.0% of the Series J Debenture Subscription

Amount payable one-time prior to disbursement,

7. Redemption of Series J Debentures a) Series J Debentures shall be redeemed in equal

principal instalments by face value reduction
in accordance with the repayment schedule
agreed between the Company and the
Investors;
b) The Investors shall have the right to ask for
mandatory redemption in case of specific
material default as agreed in the transaction
documents, by giving 7 days’ prior notice to
the Company.
c) The Company shall redeem the Series J
Debentures, immediately and in any case
within 30 days, from the date of raising equity
capital of at least INR 200,00,00,000 (Indian
Rupees Two Hundred Crores).
d) The Company shall have the right to prepay the
Series J Debentures at any time during the
Tenure without payment of any prepayment
premium.

8. Penalty c) 4% per month, on overdue amount for

financial default.
d) 3% per annum on the outstanding amount,
over and above applicable Coupon Rate after
a cure period of 15 days in case of material

CIN – U74900KA2014PTC075256 GST: 29AAFCD0915M1ZH

Website: www.dunzo.in | Contact: 080-41525289
Registered Office Address: 'SAIDEEP SRINIDHI' NO. 2, 1st FLOOR, NAL WIND TUNNEL
ROAD, MURUGESHAPALYA, BANGALORE KARNATAKA - 560017
Page 8 of 7
 default, as agreed between the Company and
Investors.

9. Prepayment Premium No pre-payment Premium.

ANNEXURE B

2. DESCRIPTION OF COMPANY HYPOTHECATED PROPERTIES

1. a first ranking pari passu charge on all rights, title, interest, benefits, claims, demands arising
out of or in relation to the existing and future current assets, fixed assets, Intellectual Property,
Intellectual Property Rights, inventory (if any), receivables and rental deposits and investments
of the Company;

2. a bank deposit / DRR Amount maintained under this Deed which shall be lien marked to the
Debenture Trustee;

Wherein the security stipulated at (1) and (2) shall be referred to as the “Hypothecated Property”.

3. such other security as mutually agreed between the Company, the Debenture Holders and the
Debenture Trustee for further securing the Debenture Subscription Amount.

CIN – U74900KA2014PTC075256 GST: 29AAFCD0915M1ZH

Website: www.dunzo.in | Contact: 080-41525289
Registered Office Address: 'SAIDEEP SRINIDHI' NO. 2, 1st FLOOR, NAL WIND TUNNEL
ROAD, MURUGESHAPALYA, BANGALORE KARNATAKA - 560017
Page 9 of 7