CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF

THE BOARD OF DIRECTORS OF DUNZO DIGITAL PRIVATE LIMITED

(“COMPANY”), NUMBERED BM11/2022-23 HELD ON MONDAY, 28TH NOVEMBER
2022, AT 05:00 P.M., (IST) 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,
INDIA:

TO APPROVE THE ALLOTMENT OF 1,000 (ONE THOUSAND) UNLISTED,

SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES (“NCDs”)
(“SERIES J DEBENTURES”) TO BLACKSOIL INDIA CREDIT FUND ACTING
THROUGH ITS INVESTMENT MANAGER BLACKSOIL ASSET MANAGEMENT
PRIVATE LIMITED AND BLACKSOIL CAPITAL PRIVATE LIMITED:

"RESOLVED THAT, pursuant to the provisions of Section 42, Section 71 and other
applicable provisions of Companies Act, 2013 (Including any statutory modification(s) or
enactment(s) thereof, for time being in force), and all applicable laws, rules, regulations and
guidelines issued by the Ministry of Corporate Affairs and any other applicable authority, the
Articles of Association of the Company and the approval of the members of the Company for
issue of unlisted, secured, redeemable Non-Convertible Debentures (“NCDs”) (“Series J
Debenture”) at the Extra Ordinary General Meeting dated 19th November, 2022, the approval
of the board be and is hereby accorded to allot 1,000 (One Thousand) Series J Debentures of
the face value of INR 5,00,000/- (Indian Rupees Five Lakh Only) each at a price of INR
5,00,000/- (Indian Rupees Five Lakh Only) each for a total consideration of INR 50,00,00,000/-
(Indian Rupees Fifty Crores Only) to the following investors on the terms of the issue of
debentures:

Name of the Category / Address Amount Invested by Number of

Allottees Class Series J Debenture unlisted,
Investor secured,
(In INR) redeemable,
Non-
convertible
Debentures
Allotted (Series
J Debentures)
Blacksoil India Alternate 1203, Lodha INR 15,00,00,000/- 300 (Three
Credit Fund Investment Supremus, (Indian Rupees Hundred)
acting through its Fund Senapati Bapat Fifteen Crore Only)
investment Marg, Lower
manager Parel, Mumbai
BlackSoil Asset - 400013
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, INDIA
Page 1 of 5
 Management
Private Limited

Blacksoil Capital Non- 1203, Lodha INR 35,00,00,000/- 700 (Seven

Private Limited Banking Supremus, (Indian Rupees Hundred)
Financial Senapati Bapat Thirty-Five Crore
Company Marg, Lower Only)
Parel, Mumbai
- 400013
Total 50,00,00,000 (Fifty 1,000
Crores) (One
Thousand)

RESOLVED FURTHER THAT that the Debenture certificate in respect of the Series J
Debentures allotted, be issued to Blacksoil India Credit Fund acting through its investment
manager BlackSoil Asset Management Private Limited and Blacksoil Capital Private Limited,
signed by any two directors of the Company and Mr. Kabeer Khokan Biswas an authorized
signatory of the Company and under the common seal of the Company, if any duly affixed in
accordance with the Articles of Association of the Company.

Sr. Name of the Allotee No. of NCDs Certificate Distinctive Folio

No. (Series J Number Number Number
Debentures)
1. Blacksoil India Credit 300 Series J 01-300 Series J
Fund acting through its Debenture-01 Debenture-
investment manager 01
BlackSoil Asset
Management Private
Limited
2. Blacksoil Capital Private 700 Series J 301-1000 Series J
Limited Debenture-02 Debenture-
02

RESOLVED FURTHER THAT the Series J Debentures allotted and issued to Blacksoil India
Credit Fund acting through its investment manager BlackSoil Asset Management Private
Limited and Blacksoil Capital Private Limited shall have such rights, privileges, terms and
conditions as set out in Annexure VI;

RESOLVED FURTHER THAT any one of the Directors of the company be and is hereby
authorised to make necessary filings with statutory authorities, including but not limited to,
giving intimation to the Registrar of Companies, filing of return of allotment, and do all such

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, INDIA
Page 2 of 5
acts, deeds and things, including but not limited to issue of debenture certificates, making entries
in the statutory registers and any Other acts as may be necessary, to give effect to the above
resolution."
//CERTIFIED TRUE COPY//

For DUNZO DIGITAL PRIVATE LIMITED

Kabeer Digitally signed by

Kabeer Khokan
Khokan Biswas
Date: 2022.11.28
Biswas 17:36:34 +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.
Date: 28th November 2022
Place: Bangalore

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, INDIA
Page 3 of 5
 ANNEXURE- VI

1. TERMS AND CONDITIONS OF SERIES J DEBENTURES

Sr. No. Particulars Terms

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 D
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 a) Series J Debentures shall be redeemed in equal
Debentures 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 default, as
agreed between the Company and Investors.
9. Prepayment Premium No pre-payment Premium.

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, INDIA
Page 4 of 5
 2. DESCRIPTION OF COMPANY HYPOTHECATED PROPERTIES
a) 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;
b) 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”.
c) 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, INDIA
Page 5 of 5