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BOARD RESOLUTION FOR ISSUANCE OF CCPS

OX Agry Private Limited​

CIN: U01100TN2022PTC149276

RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS​

Date: [Insert Date] Time: [Insert Time] Venue: 105, South Anna Nagar, Dindigul Road, Palani - 624601, Tamil Nadu, India

DIRECTORS PRESENT:​

  1. Mr. Vijay Maniraj (DIN: [Insert DIN]) - Managing Director
  2. Mr. Maniraj Karuppusamy (DIN: [Insert DIN]) - Director

RESOLUTION 1: APPOINTMENT OF REGISTERED VALUER​

RESOLVED THAT pursuant to the provisions of Section 62(1)(c) of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, and other applicable provisions, if any, M/s [Insert Valuer Name], Registered Valuer (Registration No: [Insert Registration No.]) be and is hereby appointed to determine the fair value/price of the Compulsorily Convertible Preference Shares (CCPS) proposed to be issued by the Company.

RESOLVED FURTHER THAT the valuer shall submit the valuation report within [Insert timeframe] days from the date of appointment, and the valuation report shall be in accordance with the Companies (Registered Valuers and Valuation) Rules, 2017.

RESOLUTION 2: PRIVATE PLACEMENT OF CCPS​

RESOLVED THAT pursuant to the provisions of Sections 42, 55 and 62(1)(c) of the Companies Act, 2013, read with:

  • Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014
  • Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014
  • Foreign Exchange Management (Non-debt Instruments) Rules, 2019
  • And other applicable provisions, if any

the consent of the Board of Directors be and is hereby accorded to issue and allot up to 2,00,00,000 (Two Crore) Compulsorily Convertible Preference Shares (CCPS) of face value of ₹1 (Rupee One) each at par (i.e., at ₹1 per CCPS without any premium) aggregating up to ₹2,00,00,000 (Rupees Two Crore only) on private placement basis to such persons as may be decided by the Board, subject to the approval of the shareholders in the Extra-Ordinary General Meeting.

TERMS AND CONDITIONS OF CCPS ISSUANCE:​

A. SECURITY TYPE AND PRICING​

  1. Security Type: Compulsorily Convertible Preference Shares (CCPS)
  2. Face Value: ₹1 (Rupee One) per CCPS
  3. Issue Price: ₹1 (Rupee One) per CCPS (at par, without premium)
  4. Total CCPS to be Issued: Up to 2,00,00,000 CCPS
  5. Total Amount: Up to ₹2,00,00,000 (Rupees Two Crore only)

B. INVESTMENT LIMITS​

  1. Minimum Investment per Investor: ₹1,00,000 (One Lakh) - 1,00,000 CCPS
  2. Maximum Investment per Investor: ₹1,00,00,000 (One Crore) - 1,00,00,000 CCPS

C. CONVERSION TERMS​

C.1 Valuation Cap with Discount Variant​

  1. Valuation Cap: ₹100 Crore (Rupees One Hundred Crore)

  2. Discount Rate: 30% (Thirty percent)

  3. Conversion Mechanism: CCPS will convert at the better of:

    • Valuation Cap Price: ₹100 Crore / Pre-Conversion Equity Shares, OR
    • Discounted Price: (Future Round Valuation × 70%) / Pre-Conversion Equity Shares

    Whichever gives more equity shares to the investor.

C.2 Conversion Multiplier (Tiered Bonus Structure)​

On First-Come, First-Served Basis:

  • Tranche 1: First ₹50,00,000 (Fifty Lakh) - Conversion Multiplier: 1.5x
  • Tranche 2: Next ₹50,00,000 (Fifty Lakh) - Conversion Multiplier: 1.33x
  • Tranche 3: Final ₹1,00,00,000 (One Crore) - Conversion Multiplier: 1.25x

The conversion multiplier will be applied at the time of conversion to increase the number of equity shares received by early investors.

C.3 Conversion Timeline​

  1. Automatic Conversion Events:

    • Qualified Financing (minimum ₹10 Crore raise at ₹100 Crore+ pre-money valuation)
    • Liquidity Event (IPO, acquisition, merger)
    • Deadline: December 31, 2027

  2. Conversion Completion:

    • Within 30 days of Qualified Financing or Liquidity Event
    • Within 90 days if no trigger event by December 31, 2027 (by March 31, 2028)

  3. Delay Penalty:

    • If conversion not completed by March 31, 2028: 12% per annum simple interest on investment amount
    • Penalty amount added to conversion value

D. PREFERENCE RIGHTS​

D.1 Dividend Rights​

  1. Dividend Rate: 0.001% per annum (non-cumulative)
  2. Priority: CCPS holders have priority over equity shareholders for dividend payment
  3. Payment: At the discretion of the Board

D.2 Liquidation Preference​

  1. Preference Amount: Original Investment + 18% per annum simple interest from date of investment
  2. Priority: Senior to equity shareholders, pari passu among CCPS holders
  3. Participation: Non-participating (choose between preference or pro-rata equity participation)

D.3 Voting Rights​

  1. Pre-Conversion: As per Section 47(2) of the Companies Act, 2013
  2. Post-Conversion: 1 share = 1 vote (standard equity voting rights)

E. INVESTOR RIGHTS​

E.1 Information Rights​

  1. Quarterly investor calls with management
  2. Annual business plan review
  3. Access to financial statements and material updates

E.2 Liquidity Rights​

  1. Pro-rata Rights: Participation in future rounds up to 2x original investment (optional)
  2. Tag-Along Rights: Right to join founder share sales
  3. Drag-Along Rights: Obligation to join majority-approved exits
  4. ROFR: Right of first refusal on share transfers

F. CORPORATE ACTIONS ADJUSTMENT​

Conversion ratios will automatically adjust for:

  1. Stock splits
  2. Bonus issues
  3. Share consolidations
  4. Rights issues

To preserve the economic value of CCPS holders.

G. TRANSFERABILITY​

CCPS shall be transferable subject to:

  1. Compliance with Articles of Association
  2. Right of First Refusal (ROFR) to existing shareholders
  3. Board approval
  4. Compliance with FEMA regulations (for foreign investors)

H. PAYMENT TERMS​

  1. Payment Mode: RTGS/NEFT to company's designated bank account
  2. Payment Timeline: Within 15 days of receipt of allotment letter
  3. Fully Paid: All CCPS shall be fully paid-up at the time of allotment

RESOLUTION 3: CONVENING EXTRA-ORDINARY GENERAL MEETING​

RESOLVED THAT an Extra-Ordinary General Meeting (EGM) of the shareholders of the Company be and is hereby convened on [Insert Date] at [Insert Time] at the Registered Office of the Company or through Video Conferencing/Other Audio-Visual Means (VC/OAVM) to seek shareholders' approval for:

  1. Issue and allotment of up to 2,00,00,000 CCPS on private placement basis
  2. Such other business as may be necessary or expedient

RESOLVED FURTHER THAT the Notice of the EGM along with Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 be sent to all the shareholders at least 21 (twenty-one) clear days before the date of the meeting.

RESOLUTION 4: OFFER LETTER AND PRIVATE PLACEMENT DOCUMENTS​

RESOLVED THAT the draft of the Private Placement Offer Letter in Form PAS-4 be and is hereby approved.

RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to:

  1. Issue Private Placement Offer Letters to identified investors
  2. Maintain record of offers and acceptances in Form PAS-5
  3. Ensure compliance with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014

RESOLUTION 5: FEMA COMPLIANCE​

RESOLVED THAT the issue and allotment of CCPS shall be in compliance with:

  1. Foreign Exchange Management (Non-debt Instruments) Rules, 2019
  2. Pricing guidelines issued by RBI from time to time
  3. Sectoral caps and conditions applicable to the Company's business

RESOLVED FURTHER THAT if any CCPS are issued to Non-Resident Indians (NRIs) or Foreign Portfolio Investors (FPIs) or other foreign investors:

  1. Form FC-GPR shall be filed with RBI within 30 days of receipt of consideration
  2. Upon conversion, necessary intimation shall be filed with RBI
  3. All FEMA compliances shall be strictly adhered to

RESOLUTION 6: UTILIZATION OF FUNDS​

RESOLVED THAT the funds raised through the issue of CCPS shall be utilized for the following purposes:

AllocationAmountPurpose
Operations₹1,00,00,000 (50%)Team expansion, infrastructure, market scaling
Technology₹70,00,000 (35%)R&D, Digital platform enhancement, new features
Marketing₹20,00,000 (10%)Customer acquisition, brand building
Reserves₹10,00,000 (5%)Working capital and contingencies
Total₹2,00,00,000

RESOLVED FURTHER THAT the Board may, at its discretion, modify the above allocation based on business requirements, provided such changes are in the best interest of the Company and do not materially alter the overall purpose.

RESOLUTION 7: ALLOTMENT AUTHORITY​

RESOLVED THAT subject to the approval of shareholders in the Extra-Ordinary General Meeting, the Board of Directors be and is hereby authorized to:

  1. Finalize the list of allottees and number of CCPS to be allotted to each allottee
  2. Accept subscription from investors and allot CCPS
  3. Issue allotment letters to successful applicants
  4. Execute CCPS Subscription Agreements with investors
  5. Do all acts, deeds, and things as may be necessary to give effect to this resolution

RESOLVED FURTHER THAT the allotment of CCPS shall be made in one or more tranches at the discretion of the Board, provided the entire allotment is completed within 12 months from the date of shareholders' approval.

RESOLUTION 8: FILING WITH ROC​

RESOLVED THAT the Company Secretary be and is hereby authorized to:

  1. File Form PAS-3 (Return of Allotment) with the Registrar of Companies within:

    • 15 days from the date of allotment (for private placement)
    • Along with required attachments and fees

  2. File Form PAS-5 (Record of private placement) as required

  3. Make necessary filings for increase in authorized share capital, if required

  4. Ensure all other MCA compliances related to CCPS issuance

RESOLUTION 9: AUTHORIZED SIGNATORIES​

RESOLVED THAT Mr. Vijay Maniraj, Managing Director, and Mr. Maniraj Karuppusamy, Director, be and are hereby severally authorized to:

  1. Sign all documents, agreements, and forms related to CCPS issuance
  2. Engage legal, tax, and financial advisors as necessary
  3. Open separate bank accounts for receipt of subscription money, if required
  4. Represent the Company before regulatory authorities
  5. Do all acts and things necessary for successful completion of CCPS issuance

RESOLUTION 10: AMENDMENTS AND CLARIFICATIONS​

RESOLVED THAT the Board be and is hereby authorized to:

  1. Make any modifications, amendments, or variations to the terms of CCPS as may be required by regulatory authorities
  2. Provide clarifications and additional information as may be sought by MCA, RBI, or other authorities
  3. Settle all questions, difficulties, or doubts that may arise in relation to the issuance of CCPS

Provided that such modifications do not materially alter the fundamental terms approved by shareholders.

RESOLUTION 11: ARTICLES OF ASSOCIATION​

RESOLVED THAT the terms and conditions of CCPS as set out in this resolution be incorporated in the Articles of Association of the Company, and necessary amendments to the Articles of Association be made, subject to shareholders' approval.

RESOLVED FURTHER THAT the draft amended Articles of Association be placed before the shareholders in the Extra-Ordinary General Meeting for their approval.

DECLARATIONS AND CONFIRMATIONS​

The Board hereby declares and confirms that:

  1. The Company has sufficient authorized share capital to issue the proposed CCPS
  2. The issue is in compliance with the Companies Act, 2013 and rules made thereunder
  3. The Company is not a listed company and is eligible for private placement
  4. The issue does not violate any provisions of the Memorandum and Articles of Association
  5. No default has been made in filing returns, documents, or statements with ROC
  6. The Company is not prohibited from accessing securities market

ACKNOWLEDGMENT​

There being no other business, the meeting concluded with a vote of thanks to the Chair.

Certified True Copy

For OX Agry Private Limited

________________________ Vijay Maniraj Managing Director DIN: [Insert DIN]

________________________ Maniraj Karuppusamy Director DIN: [Insert DIN]

________________________ [Company Secretary Name] Company Secretary Membership No: [Insert Membership No.]

Place: Palani Date: [Insert Date]

Note: This is a template. Please fill in the bracketed information and have it reviewed by a company secretary and legal counsel before execution.