Aurionpro Solutions Ltd. — Proxy Solicitation & Information Statement 2023

Jun 22, 2023

22" June, 2023

To, The National Stock Exchange of India Ltd, Exchange Plaza, Plot no C/1, G Block, Bandra-Kurla Complex, Bandra(E), Mumbai - 400 051. NSE CODE: AURIONPRO

Dear Sir/Madam,

Sub: Notice of Extra-Ordinary General Meeting("EGM") along with Book Closure & E-voting

We would like to inform you that the Extra-Ordinary General Meeting is scheduled to be held on Saturday, 15% July, 2023, at 11.00 a.m.(IST) through Video Conferencing (*VC") or Other Audio Visual Means ("OAVM").

We further inform you that, pursuant to Section 91 of the Companies Act, 2013, and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Register of Members and Share Transfer Books of the Company will remain closed from Sunday, 09t July, 2023 to Sunday, 16t July, 2023 (both days inclusive) for the purpose of EGM.

Further, we have made arrangements for providing remote e-voting facilities to the shareholders of the Company for voting on the resolutions proposed at the EGM scheduled to be held on Saturday, 15% July, 2023 as per following schedule:

E-voting at the web-site of NSDL: www.evoting.nsdl.com

Cut-off Date for remote e-voting: Saturday, 08% July, 2023

Date of commencement of remote e-voting: Wednesday, 12t July, 2023 Start Time: 09.00 A.M.

Date of end of remote e-voting: Friday, 14t July, 2023 End Time: 05.00 P.M.

Notice of EGM is enclosed herewith.

Thanking you,

Yours faithfully,

For Aurionpro Solutions Limited

Ninad Prabhaka; Kelkar

Ninad Kelkar Company Secretary

Notice

Notice of Extra-Ordinary General Meeting

Notice is hereby given that an Extra-Ordinary General Meeting ("EGM") of Aurionpro Solutions Limited ("Aurionpro") will be held on Saturday, 15™ July, 2023 at 11.00 a.m.(IST) through Video Conferencing ("VC") or Other Audio Visual Means ('OAVM'), as per the detailed instructions stated hereinafter, to transact the following business:

SPECIAL BUSINESS:

1. TO APPROVE THE ISSUANCE OF EQUITY SHARES TO THE PROPOSED ALLOTTEE ON PREFERENTIAL BASIS.

To consider, if thought fit, to pass, with or without modification(s) the following Resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended (the "Act"), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Foreign Exchange Management Act, 1999, as amended or restated ("FEMA"), and rules, circulars, notifications, regulations and guidelines issued under FEMA, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), each as amended from time to time, the stock exchanges on which the equity shares of the Company having face value of Rs. 10/- are listed, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs, the Reserve Bank of India, the Securities and Exchange Board of India ("SEBI") and/or any other statutory / regulatory authorities (together referred to as "Applicable Regulatory Authorities") from time to time to the extent applicable and the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and subject to such approvals, consents and permissions as may be necessary or required from Applicable Regulatory Authorities (including the Stock Exchanges) and subject to such conditions and modifications as may be imposed or prescribed while granting such approvals, consents and permissions, which the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to mean and include one or more committee(s) constituted by the Board to exercise its powers including the powers conferred by this Resolution), is hereby authorised to accept, the consent and approval of the Members be and is hereby accorded to issue, offer and allot upto 3,00,000 (Three Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Each) (hereinafter referred to as "Equity Shares") for cash at an issue price of Rs. 880 (Rupees Eight Hundred Eighty Only) at a premium of Rs. 870/- (Rupees Eight Hundred Seventy Only) per share, aggregating to Rs. 26,40,00,000/- (Rupees Twenty-Six Crore Forty Lakhs Only), to the below mentioned proposed allottee(s) (hereinafter referred to as "Investors" or "Allottees") by way of preferential issue ("Preferential Issue") on such terms and conditions as may be determined by the Board in accordance with the Act, SEBI ICDR Regulations and other applicable laws:

Sr. No.	Name of Proposed Allottee	Category	Maximum No. of Shares to be allotted
1	Malabar Midcap Fund	Alternate Investment Fund (Non-Promoter)	45,000
2	Malabar India Fund Limited	Foreign Portfolio Investor (Non- Promoter)	2,55,000

"RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the floor price for the Preferential Issue of the Equity Shares is 15t June, 2023 ("Relevant Date"), being the date 30 days prior to the date of this Extra-Ordinary General Meeting."

"RESOLVED FURTHER THAT without prejudice to the generality of this Resolution, the issue of the Equity Shares to the Investors pursuant to this Resolution shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

• a) The Equity Shares to be issued and allotted pursuant this Resolution shall be listed and traded on the Stock Exchanges subject to receipt of necessary permissions and approvals.
• b) The Equity Shares to be issued and allotted shall be fully paid up and shall rank pari-passu with the existing equity shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof.
• c) The Equity Shares to be allotted shall be locked in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations.
• d) The Investors shall be required to bring in the entire consideration for the Equity Shares to be allotted to them, on or before the date of allotment thereof.
• e) The consideration for allotment of Equity Shares shall be paid to the Company from the bank accounts of the Investor.
• f) The Equity Shares shall be allotted in dematerialized form only within a maximum period of fifteen (15) days from the date of passing of the special resolution by the Members provided that where the allotment of Equity Shares is subject to receipt of any approval or permission from Applicable Regulatory Authorities, the allotment shall be completed within a period of fifteen (15) days from the date of receipt of last of such approvals or permission

"RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

"RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements,agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the Preferential Issue, open one or more bank accounts in the name of the Company or otherwise, as may be necessary or expedient in connection with the Preferential Issue, apply to Stock Exchanges for obtaining of in-principle and listing approval of the Equity Shares and other activities as may be necessary for obtaining listing and trading approvals, file necessary forms with the appropriate authority or expedient in this regard and undertake all such actions and compliances as may be necessary, desirable or expedient for the purpose of giving effect to this resolution in accordance with applicable law including the SEBI ICDR Regulations and the SEBI Listing Regulations take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any committee of the Board or any one or more Director(s)/ Company Secretary/any Officer(s) of the Company to give effect to the aforesaid resolution.

2. TO CONSIDER AND APPROVE THE ISSUE OF WARRANTS ON PREFERENTIAL BASIS.

To consider, if thought fit, to pass, with or without modification(s) the following Resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 and applicable rules made thereunder, including the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other rules and regulations made thereunder (including any amendment(s), statutory modification(s) or reenactment(s) thereof), ('the Act'), the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (''ICDR Regulations'), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the applicable provisions of the Foreign Exchange Management Act, 1999, including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof, and subject to other applicable Rules / Regulations / Guidelines / Notifications / Circulars and clarifications issued thereunder, if any, from time to time by the Ministry of Corporate Affairs ('MCA'), the Securities and Exchange Board of India, the Reserve Bank of India and/ or any other competent authorities to the extent applicable, and subject to all necessary approval(s), consent(s), permission(s) and/ or sanction(s), if any, of any third parties, statutory or regulatory authorities including BSE Limited and National Stock Exchange of India Limited ('Stock Exchanges', as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as 'Board' which term shall be deemed to include any duly constituted/ to be constituted Board of Directors thereof to exercise its powers including powers conferred under this resolution), the consent of the members of the Company be and is hereby accorded to offer, issue and allot upto 5,00,000 (Five Lakhs) Warrants each convertible into, or exchangeable for, 1 (One) fully paid-up equity share of the Company of face value of 10/ each ('Warrants') at a price of Rs. 880/- each payable in cash (*Warrants Issue Price'), aggregating Rs. 44,00,00,000/- (Rupees Forty-Four Crore Only) to the below mentioned proposed allottee(s) (""Warrant holders") by way of preferential issue in such manner and on such terms and conditions as are stipulated in the explanatory statement attached hereto and as may be determined by the Board in its absolute discretion in accordance with the Chapter V of SEBI (ICDR) Regulations and other applicable laws."

Sr. No.	Name of Proposed Allottee Category		Maximum No. of Warrants to be allotted
1.	Malabar Midcap Fund	Alternate Investment Fund (Non-Promoter)	75,000
2.	Malabar India Fund Limited	Investor (Non- Foreign Portfolio Promoter)	4,25,000

"RESOLVED FURTHER THAT in terms of the provisions of ICDR Regulations, the relevant date' for the purpose of determination of minimum price for the issue and allotment of Warrants shall be 15t June, 2023 ("Relevant Date"), being the date 30 (thirty) days prior to the date of this Extraordinary General Meeting."

"RESOLVED FURTHER THAT the preferential issue of Warrants and allotment of Equity Shares on the exercise of the Warrants, shall be subject to the following terms and conditions as prescribed under applicable laws:

• a) The Warrant holders shall, subject to the ICDR Regulations and other applicable rules, regulations and laws, be entitled to apply for and be allotted 1 (one) equity share against each Warrant.
• b) Minimum amount of Rs. 220/- (Rupees Two Hundred and Twenty Only) per warrant, which is equivalent to 25% of the Warrants Issue Price shall be paid at the time of allotment of Warrant. The Warrant Holder will be required to make further payments of Rs. 660/- (Rupees Six Hundred and Sixty Only) per warrant which is equivalent to 75% of the Warrants Issue Price at the time of exercise of the right attached to Warrant(s) to subscribe to equity share(s).
• c) The Warrants shall not carry any voting rights until they are converted into equity shares.
• d) The right attached to Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 (eighteen) months from the date of allotment of the Warrants by issuing

a written notice ('Conversion Notice') to the Company specifying the number of Warrants proposed to be converted and the date designated as the specified conversion date ('Conversion Date'). The Company shall accordingly, without any further approval from the Members, allot the corresponding number of equity shares in dematerialized form on the Conversion Date mentioned in the Conversion Notice, subject to receipt of the relevant Warrant exercise amount by the Warrant holder to the designated bank account of the Company.

• e) The tenure of Warrants shall not exceed 18 (eighteen) months from the date of allotment of Warrants. If the entitlement against the Warrants to apply for the equity shares of the Company is not exercised by the Warrant holder within the aforesaid period of 18 (eighteen) months, the entitlement of the Warrant holder to apply for equity shares of the Company along with the rights attached thereto shall expire and any amount paid by the Warrant holder on such Warrants shall stand forfeited by the Company.
• f) The equity shares to be allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company and shall rank pari-passu with the then existing equity shares of the Company in all respects including the payment of dividend and voting rights.
• g) The Warrants allotted in terms of this resolution and the resultant equity shares arising on exercise of rights attached to such Warrants shall be subject to lock-in as specified in the provisions of Chapter V of the ICDR Regulations.
• h) The Warrants by itself, until exercised and converted into equity shares, shall not give the Warrant holders any rights with respect to that of an equity shareholder of the Company.
• i) The equity shares allotted upon conversion of the Warrants will be listed on the Stock Exchange(s) where the existing equity shares of the Company are listed, subject to the receipt of necessary permissions and approvals, as the case may be.

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board (which expression shall deem to include any of its duly constituted Committee) be and is hereby authorized to do all acts, deeds, matters and things as it may, in its absolute discretion deem necessary, desirable or expedient including making applications to BSE and NSE for obtaining in-principle approval, filing of requisite documents with ROC, National Securities Depository Limited ("NSDL"), Central Depository Services (India) Limited ("CDSL") "Depositories") (collectively referred to as "Depositories") and/ or such other authorities as may be necessary for this purpose, to take all such steps as may be necessary for the issuance of the Warrants and also the equity shares allotted pursuant to the exercise of the Warrants with depositories and for the credit of such Warrants and also the equity shares allotted pursuant to exercise of warrants to the respective dematerialized securities account of the Proposed Allottees and to delegate all or any of the powers conferred by the aforesaid resolution on it to any committee of directors or any director(s), or officer(s) of the Company.

"RESOLVED FURTHER THAT the Board be and is hereby authorized to is hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute discretion, to any committee of the Board or any one or more Director(s)/Company Secretary/any officer(s) of the Company to give effect to the aforesaid resolutions."

By Order of the Board of Directors

sd/- Ninad Kelkar Company Secretary

Place : Navi Mumbai Date : 20th June, 2023

Registered Office:

Synergia IT Park, Plot No-R-270, T.T.C. Industrial Estate, Near Rabale Police Station, Rabale, Navi Mumbai -400701.

NOTES:

• The Explanatory Statement pursuant to the provisions of section 102 of the Companies Act,2013 ("the Act"), in respect of the special businesses mentioned in the Notice of this Extra- Ordinary General Meeting ("EGM") ("Notice") is annexed hereto.
• Pursuant to the General Circular Nos.14/2020 dated 8t April, 2020, 17/2020 dated 13% April, 2020, 20/2020 dated 5t May, 2020, 22/2020 dated 15 June, 2020, 33/2020 dated 28™ September, 2020, 39/2020 dated 31t December, 2020, 10/2021 dated 23" June, 2021, 20/2021 dated 8" December, 2021, 3/2022 dated 5% May, 2022 and 11/2022 dated 28™ December, 2022 issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and SEBI Circular dated 12t May, 2020, 15t January, 2021, 13™ May, 2022 and 5% January, 2023 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as 'Circulars'), issued from time to time, physical attendance of the Members to the Extraordinary General Meeting ("EGM"") venue is not required and general meeting can be held through video conferencing (""VC") or other audio visual means ("OAVM"). Hence, Members are requested to attend and participate in the ensuing EGM through VC/OAVM.
• Since the EGM being held through VC/OAVM, the Route Map, Attendance Slip and proxy form are not attached to this Notice.
• The Members can join the EGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
• The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs as aforesaid, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM will be provided by NSDL.
• In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.aurionpro.com . The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
• EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.
• In case of joint holders, the Member whose name appears as the first holder in the order of the names as per the Register of Members of the Company will be entitled to vote at the meeting.
• Pursuant to Section 72 of the Companies Act, 2013, shareholders are entitled to make nomination in respect of shares held by them in physical form. Shareholders desirous of making nominations are requested to fill and send form 2B (Copy of which will be made available on request).
• 1. As the EGM is being conducted through VC/OAVM, for the smooth conduct of proceedings of the EGM, members are encouraged to express their questions/queries in advance mentioning their name, demat accunt number/folio number, email id, mobile number at investor@aurionpro.com. The questions/queries received by the Company till 5.00 P.M. (IST) on Saturday, 8th July, 2023 shall be considered and responded during the EGM.

Mumbai 400701. MH-India.

• 1. In all correspondence with the company, members are requested to quote their Account/Folio numbers and in case their shares are held in dematerialized form, they must quote their client ID number and their DPID number.
• 1. The Company has designated an exclusive email address investor@aurionpro.com which would enable the members to post their grievances and monitor its redressed. Any member having any grievance may post the same to the said Email address for its quick redressed.
• 1. SEBI has notified for compulsory trading of shares of the Company in dematerialization form so members, who have not dematerialized their shares are advised to contact Depository Participant in this regard.
• 1. In terms of circulars issued by Securities Exchange Board of India (SEBI), it is now mandatory to fumish a copy of PAN Card to the Registrar and Share Transfer Agent in case of Transfer of Shares, Deletion of name, Transmission of Shares and Transposition of Shares. Shareholders are requested to furnish copy of PAN card for all above mentioned transactions.
• 1. Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such folio and send relevant share certificates to companies Registrar and Share Transfer Agent for their doing needful.
• 1. The Board of Directors in their meeting held on 20 June, 2023 have appointed Harshvardhan Tarkas(Membership No: ACS 30701) Practicing Company Secretaries, to act as Scrutinizer for conducting the voting and E-voting process in a fair and transparent manner.
• 1. The Scrutinizer shall after the conclusion of voting at the EGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e- voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two working days of the conclusion of the EGM, a consolidated scrutinizer report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forth with.
• 1. The Result declared along with the report of the scrutinizer shall be placed on the website of the Company www.aurionpro.com and on the website of RTA the results shall simultaneously be communicated to the Stock Exchanges.
• 1. The voting rights of Members shall be in proportion to their shares of the Paid-up Equity Share Capital of the Company. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on cut of date i.e. Saturday 8™ July, 2023.
• 1. Any persons, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. Saturday 8" July, 2023, may obtain the login ID and password by sending a request at Issuer/ RTA.
• 1. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to attended the EGM.
• 1. A member may participate in the EGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the EOGM.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

The remote e-voting period begins on 12t July, 2023 at 09:00 A.M. and ends on 14%" July, 2023 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Bene Owners as on the record date (cut-off date) i.e. 08" July,2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 08" July 2023.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

Aurionpro Solutions Limited	Synergia IT Park, Plot No. R-270 T.T.C. ~	Phone	+9122 4040 7070	investor@aurionpro.com
	Industrial Estate, Gautam Nagar, Near	Fax	+912240407080	www.aurionpro.com
	Rabale Police Station, Rabale,Navi			CIN: L99999MH1997PLC111637
	Mumbai 400701. MH-India.

in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Login Method
IDeAS NSDL Viz. e-Services website Existing user can the visit of 1. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under *IDeAS' section , this will prompt you Password. User successful enter your existing and After ID to be able to see e-Voting services under Value authentication, you will added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e Voting service provider i.e. NSDL and you will be re-directed to e Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. for IDeAS registered e-Services, If you option to register is are not 2. Select "Register Online for available at https://eservices.nsdl.com. IDeAS Portal" click or at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. js Open web Visit the e-Voting website of NSDL. browser by typing the 3. https://www.evoting.nsdl.com/ Personal following URL: either on a Computer or on a Once the home page of e-Voting system is mobile. launched, which under "Login" available the on icon click is 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold Password/OTP and as shown NSDL), Code a Verification with on the screen. After successful authentication, you will be redirected to NSDL page. Click on company Depository site wherein you can see e-Voting name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e Voting period or joining virtual meeting & voting during the meeting. "NSDL Shareholders/Members NSDL download App Mobile can also 4. Speede" facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on " App Store } Google Play
Users who have opted for CDSL Easi / Easiest facility, can login through 1. their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click

on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e 2. Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting meeting. Additionally, there is also during the links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. If the user is not registered for Easi/Easiest, option to register is available 3. at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing 4. Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by Demat sending OTP on recorded in the registered Mobile & Email as Account. After successful authentication, user will be able to see the e Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

login credentials of your demat account You can also using the login through your Depository Participant registered with NSDL/CDSL for e Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Shareholders Individual holding demat mode securities in NSDL	with Members NSDL any contact facing technical issue can login in helpdesk by sending a request at evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical contact CDSL issue in login can helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under "Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices ie. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client 1D
	For example if your DP ID is IN300 and IN30O Client ID is 12** then your user ID is 1 Dk xKkok
b) For Members who hold shares in	16 Digit Beneficiary ID
demat account with CDSL.	example Beneficiary your For ID is if 12¥RHAAIAAAXK XK then 2HHRHRA your user ID is A K AKHKAK 1
c) For Members holding shares in Physical Form.	Number followed Number EVEN Folio by registered with the company
	For example if folio number is 001* and 101456 EVEN then wuser ID is is 101456001%

• 1. Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b) Ifyou are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password" and the system will force you to change your password.
• c) How to retrieve your 'initial password'?

i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

Ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

• 1. If you are unable to retrieve or have not received the ™ Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

1. Now, you will have to click on "Login" button.

2. After you click on the "Login" button, Home page of e-Voting will open.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on ""VC/OAVM" link placed under "Join Meeting".

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.

5. Upon confirmation, the message "Vote cast successfully" will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders '

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cshtarkas@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Prajakta Pawle at evoting@nsdl.co.in.

Process for those shareholders whose emai s are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. Incase shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to (Company email id).
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to (Company email id). If you are an Individual

shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holdin secul demat mode.

• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER: -

• 1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote evoting.
• 1. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM"" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (company email id). The same will be replied by the company suitably.

By Order of the Board of Directors

sd/- Ninad Kelkar Company Secretary

Place : Navi Mumbai

Date : 20" June, 2023

Registered Office:

Synergia IT Park, Plot No-R-270, T.T.C. Industrial Estate, Near Rabale Police Station, Rabale, Navi Mumbai -400701.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item Number 1 & 2

The Board of Directors of the Company in their meeting held on 20t June, 2023 has approved raising of funds by way of preferential allotment, comprising fresh issuance of equity shares and convertible warrants to Malabar India Fund Limited (MIF) and Malabar Mid-Cap Fund (MMF) as per the expression of interest received from Malabar Investments LLP, the fund managers. The proposed issue size will be INR 704 Million which includes INR 264 Million to be received out of issuance of equity shares and INR 440 Million out of warrants to be converted into equity shares within 18 months.

Malabar India Fund Limited ("MIF") is a Category 1 Foreign Portfolio Investor, incorporated under the laws of Mauritius and Malabar Midcap Fund ("MMF"") is a scheme launched under the Malabar Investment Trust which is a Category III Alternative Investment Fund, incorporated under the laws of India.

Malabar Investments LLP is a marquee name specialized in identifying and investing in the companies from small and mid-cap space. They have a research team which identifies businesses with sustainable competitive advantage and has a log runway to grow profitably. The presence of institutional investor like Malabar Investments LLP is expected to encourage more institutional participation in the Company.

The Company is otherwise eligible to make the Preferential Issue in terms of the provisions of Chapter V of the SEBI (ICDR) Regulations. A Copy of Memorandum & Articles of Association and other necessarily documents of the Company are open for inspection for the shareholders in electronic mode. Members can inspect the same by sending an email to investor@aurionpro.com till the last date of voting. There will be no change in the control or management of the Company pursuant to the proposed preferential issue. Consequent to the allotment of equity shares, the shareholding of the Promoters and Promoter Group may decrease as per details given in this statement.

The salient features including disclosures required to be made in accordance with Chapter V of the ICDR Regulations and the Act, are set out below:

1. Objects of the Preferential Issue:

The Company proposes to raise funds through the proposed Preferential Issue inter alia for repayment of debt, to meet the working capital requirements, for general corporate purposes.

es ng: 2. The total/maximum number of securities to be issued/particulars of the offer/Kinds of secu offered and the price at which security is being offered number of securities to be issued and pri

The Resolution set out in the accompanying notice authorizes the Board for issuance of 3,00,000 (Three Lakhs) Equity Shares at an issue price of Rs. 880/- (Rupees Eight Hundred Eighty Only) aggregating to Rs. 26,40,00,000/- (Rupees Twenty-Six Crore Forty Lakhs Only) and 5,00,000 (Five Lakhs) Convertible Warrants at an issue price of Rs. 880/- (Rupees Eight Hundred Eighty Only) aggregating to Rs.44,00,00,000 (Rupees Forty-Four Crore Only) such price being not less than the minimum price as on the Relevant Date (as set out below) determined in accordance with the provisions of Chapter V of the SEBI ICDR Regulations.

3. Relevant Date:

The 'Relevant Date' as per ICDR Regulations for the determination of the minimum price for Equity Shares and Warrants to be issued is fixed as Thursday, 15% June,2023 i.e. 30 days prior to the date of this Extraordinary General Meeting.

4. Basis or justification for the price (including the premium, if any) has been arrived at:

The Equity Shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together referred to as the "Stock Exchanges"). The Equity Shares are frequently traded in terms of the SEBI ICDR Regulations and NSE, being the Stock Exchange with higher trading volumes for the preceding ten trading days prior to the Relevant Date, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations.

In terms of the applicable provisions of the SEBI ICDR Regulations, the volume weighted average price ("VWAP") for the Preferential Issue is Rs. 861.93/- per Equity Share or Warrant. The price per Equity Share and Warrant to

Aurionpro Solutions Limited
-----------------------------	--

Mumbai 400701. MH-India.

be issued pursuant to the Preferential Issue is fixed at Rs. 880/- per Equity Share or Warrant being not less than the price computed in accordance with Chapter V of the SEBI ICDR Regulations.

5. Amount which the Company intends to raise by way of issue of Equity Shares:

Aggregating upto Rs. 70,40,00,000/- (Rupees Seventy Crore Forty Lakhs).

6. Principal terms of Assets charged as securities: Not Applicable

7. Material terms of issue of Warrants:

The warrant certificate will be issued upon receipt of 25% of Warrant Issue price i.e. Rs. 220/- (Rupees Two Hundred and Twenty Only) for each warrant. The equity shares to be allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company and shall rank pari-passu with then existing equity shares of the Company in all respects including the payment of dividend and voting rights.

8. Material terms of issue of Equity Shares on Preferential basis:

The Equity Shares being issued shall be pari-passu with the existing Equity Shares of the Company in all respects, including dividend and voting rights.

9. Intention/ Contribution of promoters/directors/key managerial personnel to subscribe to the offer:

None of the existing Directors or Key Managerial Personnel or Promoters or senior management intends to subscribe to the proposed issue or furtherance of objects.

10. The shareholding pattern of the Company before the proposed issue and after the proposed issue of Equity Shares as follows:

Please refer "Annexure - A" to this Notice for details.

11. Proposed time schedule/ time frame within which the allotment/ preferential issue shall be completed:

As required under the SEBI ICDR Regulations the allotment of Equity Shares and Warrants shall be completed within a period of 15 days from the date of passing of the resolution by the shareholders, provided that where the allotment is pending on account of pendency of any approval(s) or permission(s) from any regulatory authority / body, the allotment shall be completed by the Company within a period of 15 days from the date of such approval(s) or permission(s).

Further, upon exercise of the option by the allottee to convert the warrants, the company will ensure that the allotment of equity shares pursuant to exercise of warrants should be completed within 15 days from the date of such exercise by the allottee.

12. Change in control, if any, in the Company that would occur consequent to the preferential offer/issue:

There shall be no change in management or control of the Company pursuant to the issue and allotment of equity shares.

13. No. of persons to whom tment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the yeari.e. from April 01, 2023, no preferential allotment has been made to any person by the Company.

14. Valuation for consideration other than cash: Not applicable.

15. Lock-in:

The Equity Shares shall be subject to a lock-in for such period as specified under Regulation 167 of the SEBI (ICDR) Regulations.

16. Listing of Securities:

The Company will make an application to the Stock Exchange at which the existing shares are already listed, for listing of the equity shares being issued. Such Equity Shares, once allotted, shall rank pari-passu with the existing equity shares of the Company in all respects, including dividend.

17. Undertaking:

The Company hereby undertakes that:

• a) None of the Company, its Directors or Promoters have been declared as willful defaulter or fraudulent borrower as defined under the ICDR Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the ICDR Regulations.
• b) The Company is eligible to make the Preferential Issue to the Proposed Allottee under Chapter V of the ICDR Regulations.
• c) As the Equity Shares have been listed for a period of more than ninety days as on the Relevant Date, the provisions of Regulation 164(3) of ICDR Regulations governing re-computation of the price of shares shall not be applicable.
• d) The Company shall re-compute the price of the Equity Shares to be allotted under the Preferential Issue in terms of the provisions of SEBI ICDR Regulations if it is required to do so.
• e) If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI ICDR Regulations, the Equity Shares to be allotted under the Preferential Issue shall continue to be locked-in till the time such amount is paid by the allottees.

18. Certificate:

As required in Regulation 163(2) of the SEBI (ICDR) Regulations, a certificate from Harshvardhan Tarkas (Membership No. ACS 30701), a Practicing Company Secretary, certifying that the Preferential Issue is being made in accordance with the requirements of the SEBI (ICDR) Regulations, shall be made available for inspection by the Members during the meeting and will also be made available on the Company's website and will be accessible at link: https://www.aurionpro.com/.

1. Identity of proposed allottees (including natural persons who are the ultimate beneficial owners of equity shares proposed to be allotted and/ or who ultimately control), the percentage (%) of Post Preferential Issue Capital that may be held by them and Change in Control, if any, consequent to the Preferential issue and the Current and proposed status of the allottee(s) post preferential issues namely, promoter or non-promoter:

Sr	Name of Ultimate No Investor		Categ ory of Invest or(Cur rent/ Propo sed	PAN	Pre- issue	%% of share	No. of shares/ shares Holding s held warrant s to be allotted *	Post-issue % of	share held
1.	Malabar Limited ("MIF")	Malabar India India Fund Fund Limited ("MIF") is a Category I Foreign Portfolio Investor, incorporated under the laws of er) Mauritius and the registered office is located at 4th Floor, 19 Bank Street, Cybercity, Ebene, 72201, Republic of Mauritius. The registration number of MIF under the SEBI FPI Regulations is INMUFP000214. Further, there is no natural person, whether acting alone or together, who owns 25% or more of the shares or capital or profits in MIF. The senior managing official of MIF is Mr. Steven Leischner.	Portfoli 6589C o Invest or (Non Promot		Foreign AAFCM 2,63,237 1.106		6,80,000 9,43,237		3.834 2
2.	Malabar Midcap Fund (MMF)	"Malabar Midcap Fund (MMF) is a scheme launched Invest under the Malabar Investment Trust (Non which is a Category IIT Alternative Investment Fund (IN/AIF3/16- 17/0255), incorporated under the laws of India having its registered office at 2nd Floor, The Point, 30th Road, Bandra West, Mumbai - 400050. There is no natural	tive ment Fund Promot or)	Alterna AAGTM -- 1572R		-	1,20,000 1,20,000		0.487 8

person, whether
acting alone or
together, who
owns 15% or
more of the
shares or capital
or profits in MMF.
The Settler of
Malabar
Investment Trust
is Mr.Akshay
Mansukhani.

20. Other Disclosures

• a) During the period from April 01, 2023 until the date of Notice of this EGM, the Company has not made any preferential issue of Equity Shares.
• b) Since the Equity Shares of the Company are listed on the stock exchanges and the Preferential Issue is not more than 5%, report of the registered valuer is not required under the provisions of second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014 for the proposed Preferential Issue and under applicable provisions of SEBI ICDR Regulations.
• c) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer is not applicable as the allotment of Equity Shares under the Preferential Issue is for a cash consideration.
• d) The requirement of the basis on which the price has been arrived at along with report of the Registered Valuer as such is not applicable in the present case since the Company is a listed Company and the pricing is in terms of the provisions of the Chapter V of the SEBI ICDR Regulations.
• e) Malabar India Fund Limited and Malabar Mid-Cap Fund has confirmed that it has not sold any Equity Shares of the Company during the 90 trading days preceding the Relevant Date.
• f) The Company does not have any outstanding dues towards SEBI, the Stock Exchange or the depositories.
• g) In accordance with the provisions of the Companies Act, 2013 read with applicable rules thereto and relevant provisions of the SEBI (ICDR) Regulations, 2018, approval of the members for the issue and allotment of the said equity shares to the above mentioned allottees is being sought by way of a special resolution as set out in the said items of the notice. The issue of equity shares would be within the Authorised Share Capital of the Company.

None of the Directors and Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise in this resolution.

The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and therefore board recommends the Special Resolution as set out in Item No. 1 & 2 in the accompanying notice for approval by the Members.

Annexure - A for Item number 1 & 2

The shareholding pattern of the Company before the proposed issue and after the proposed issue of Equity Shares as follows:

Sr.	Category No. Shareholder(s)	of Pre-Issue(as 2023)	16t on	June Post- Issue*
		Shares % No. of held	share No.of of holding	shares % held	share of holding
A	Promoters & Promoter Group Holding
1	Indian
a)	Individual	17,00,249	7.1439	17,00,249	6.9115
b)	Family Trust	-	-	-	-
c)	Bodies Corporate	-	-	-	-
	Sub-Total (A)(1)	17,00,249	7.1439	17,00,249	6.9115
2	Foreign
a)	Individual	42,71,301	17.9465	42,71,301	17.3628
b)	Bodies Corporate	14,51,818	6.1000	14,51,818	5.9017
	Sub-Total (A)(2)
	Promoters & Promoter Group Holding (A)	74,23,368	31.1904	74,23,368	30.1761
B	Non-Promoter Holding
1	Institutional Investor	-	-	-	-
a)	Mutual Funds	-	-	-	-
b)	Investment Alternative Funds	-	-	1,20,000	0.4878
c)	Foreign Portfolio Investors/ Foreign body corporate	6,84,345	2.8754	13,64,345	5.5460
d)	Financial Institutions/ Banks	51,528	0.2165	51,528	0.2095
e)	Insurance Companies	--	--	--	--

	Sub-Total (B)(1)	7,35,873	3.00188	15,35,873	6.2433
2	Central Government/State Government	-	-	-	-
	Sub-Total (B)(2)	-	-	-	—
3	Non-Institutions
a)	Individuals	30,92,471	12.9934	30,92,471	12.5709
i)	shareholders Individual nominal holding sharecapital upto Rs. 2 lakhs	28,13,474	11.8212	28,13,474	11.4368
ii)	shareholders Individual holding nominal share capital in excess of Rs. 2 lakhs	53,01,399	22.2746	53,01,399	21.5502
b)	registered with NBFCs RBI	-	-	-	-
c)	Any other, specify
	IEPF	11,614	0.0488	11,614	0.0472
	Trusts	-	-	-	-
	Foreign National	-	-	-	-
	Foreign Companies	3,95,000	1.6597	3,95,000	1.6057
	Hindu Undivided Family	3,69,978	1.5545	3,69,978	1.5040
	Non-Resident Indians	5,73,851	2.4111	5,73,851	2.3327
	Clearing Member	20,135	0.0846	20,135	0.0818
	Body Corporate	28,53,410	11.9890	28,53,410	11.5991
	Overseas Corporate Bodies	--	--	--	--
	Employees	101	0.0004	101	0.0004
	Other Directors	2,08,338	0.8754	2,08,338	0.8467
	Proprietary Firm	1,153	0.0048	1,153	0.0047
	Sub-Total (B)(3)	1,56,40,924		65.7177 1,56,40,924	63.5806
	Total Shareholding (B)	Public 1,63,76,797		68.8096 1,71,76,797	69.8239
	Total (A)+(B)	2,38,00,165		100 2,46,00,165	100

€	Shares held by custodians for ADR and eDrR	-	-	-	-
	Total (A)+(B)+(C)	2,38,00,165		100 2,46,00,165	100

Note: Details inserted in Post Issue equity shares is assumed after considering the allotment of 3,00,000 Equity Shares & 5,00,000 Eq Shares allotted upon exercise of right attached to all the Warrants, if any in the event, right for allotment of Share against all or any of the Warrant(s) are not exercised, the Shareholding Pattern shall change correspondingly.

By Order of the Board of Directors

sd/- Ninad Kelkar Company Secretary

Place: Navi Mumbai Date: 20th June, 2023

Registered Office:

Synergia IT Park, Plot No-R-270, T.T.C. Industrial Estate, Near Rabale Police Station, Rabale, Navi Mumbai -400701.