Aurionpro Solutions Ltd. — Proxy Solicitation & Information Statement 2024

Feb 13, 2024

==> picture [100 x 33] intentionally omitted <==

13[th] February, 2024

To, To,

National Stock Exchange of India Limited The BSE Limited,

Exchange Plaza’. C-1, Block G, 25[th] Floor, P. J. Towers,

Bandra Kurla Complex, Bandra (E), Fort, Mumbai: 400 001.

Mumbai - 400 051. SCRIP CODE: 532668 NSE SYMBOL: 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 Thursday, 07[th] March, 2024, 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 Friday, 01[st] March, 2024 to Friday, 08[th] March, 2024 (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 Thursday, 07[th] March, 2024 as per following schedule:

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

Cut-off Date for remote e-voting: Thursday, 29[th] Februarys, 2024.

Date of commencement of remote e-voting: Monday, 04[th] March, 2024 Start Time: 09.00 A.M.

Date of end of remote e-voting: Wednesday, 06[th] March, 2024 End Time: 05.00 P.M.

Notice of EGM is enclosed herewith.

Thanking you,

Yours faithfully,

For Aurionpro Solutions Limited

Digitally signed by Ninad Prabhakar Ninad Prabhakar Kelkar Kelkar Date: 2024.02.13 18:41:40 +05'30'

Ninad Kelkar Company Secretary

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [95 x 30] intentionally omitted <==

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 Thursday, 07[th ] March, 2024 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:

TO APPROVE THE ISSUANCE OF EQUITY SHARES TO THE PROPOSED ALLOTTEES 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 listing agreements entered into by the Company with the BSE Limited and the National Stock Exchange of India Limited (together, the “Stock Exchanges”) on which the Equity Shares of the Company having Face Value of Rs. 10/- each (“Equity Shares”) 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(“MCA”), the Reserve Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”) and/or any other competent authorities (hereinafter 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, permissions and sanctions as may be necessary or required and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions and sanctions, which may be agreed to by 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/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution), the consent and approval of the Members of the Company (“Members”) be and is hereby accorded to the Board to issue, offer and allot [ 9,02,935 (Nine Lakhs Two Thousand Nine Hundred and Thirty Five)] fully Paid up Equity Shares of the Company having a Face Value of Rs. 10/- (Rupees Ten Only) each at a price of [Rs. 2,215/- (Rupees Two Thousand Two Hundred and Fifteen Only) per Equity Share (including a premium of Rs. 2,205/- (Rupees Two Thousand Two Hundred and Five Only) per share (‘Preferential Allotment Price’)], aggregating to [Rs. 200,00,01,025 (Rupees Two Hundred Crores One Thousand and Twenty-Five 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:

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

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

==> picture [95 x 30] intentionally omitted <==

Sr. No.	Name of Proposed Allottees	Category	Maximum No. of Shares to be allotted	Subscription Amount up to (in Rupees)
1	Sundar Iyer	Individual (Non-Promoter)	[1,12,867]	[25,00,00,405]
2	Vanaja Iyer	Individual (Non-Promoter)	[1,12,867]	[25,00,00,405]
3	Siddharth Iyer	Individual (Non-Promoter)	[90,293]	[19,99,98,995]
4	Steadview Capital Mauritius Limited	Foreign Portfolio Investor- Category I (Non-Promoter)	[3,61,174]	[80,00,00,410]
5	Varanium India Opportunity Ltd	Foreign Portfolio Investor- Category I (Non-Promoter)	[2,25,734]	[50,00,00,810]

“ 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 Tuesday, 06[th] February, 2024 (“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. Further, the pre-preferential allotment shareholding of the proposed allottees, if any, shall also be subject to the lock-in restrictions in terms of the said 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. Provided, if any of the Investor fails to apply within the stipulated time to the full extent of their eligibility, the Company shall allot the shares to the Investors up to the extent of their applications received. Further, if the Investor is found not eligible for the Preferential Allotment pursuant to any statutory or regulatory restrictions imposed, the allotment will be subject to such statutory or regulatory restrictions.

• 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 so offered, issued and allotted shall not exceed the number of Shares as approved hereinabove.

• g) The Equity Shares shall be allotted in dematerialized form only within a maximum period of fifteen

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited Synergia IT Park, Plot No. R-270 T.T.C. Industrial Estate, Gautam Nagar, Near Rabale Police Station, Rabale,Navi Mumbai 400701. MH-India.

==> picture [95 x 30] intentionally omitted <==

• (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.

• h) The Equity Shares so offered, issued and allotted will be listed and traded on BSE Limited and National Stock Exchange of India Limited, where the Equity Shares of the Company are listed, subject to the receipt of necessary permissions and approvals, as the case may be.”

“ 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 the monies received by the Company from the Investors for application of the Equity Shares pursuant to this preferential issue shall be kept by the Company in a separate bank account and shall not be utilized for the purpose other than for adjustment against allotment of securities or for the repayment of monies where the Company is unable to allot securities.”

“ RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable laws, consent of the members of the Company be and is hereby accorded to record the name and details of the Investors in Form PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the Investors inviting them to subscribe to the Equity Shares in accordance with the provisions of the Act.”

“ RESOLVED FURTHER THAT subject to SEBI ICDR Regulations and other applicable laws, the Board be and is hereby authorized to decide, approve, vary, modify and alter the terms and conditions of the issue of the Equity Shares, as it may, in its sole and absolute discretion deem fit within the scope of this approval of Members and to make an offer to the Investors through private placement offer cum application letter 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.”

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [95 x 30] intentionally omitted <==

“ 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.

By Order of the Board of Directors

Sd/Ninad Kelkar Company Secretary

Place: Navi Mumbai Date: 12[th] February,2024

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

Synergia IT Park, Plot No. R-270 T.T.C.

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

Industrial Estate, Gautam Nagar, Near Rabale Police Station, Rabale,Navi Mumbai 400701. MH-India.

==> picture [95 x 30] intentionally omitted <==

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 General Circular No.11/2022 dated December 28, 2022 and General Circular No.09/2023 dated September 25, 2023 issued by Ministry of Corporate Affairs (“MCA Circulars”) and Circular Nos. SEBI/HO/CFD/CMD2 /CIR /P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January, 2023 and SEBI/HO/CFD-PoD-2/P/CIR/2023/167 Dated 7[th] October, 2023 issued by the Securities and Exchange Board of India (“SEBI Circulars”) permitted the holding of the EGM through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the above and the relevant provisions of the Companies Act, 2013 ('the Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the EGM of the Company is being held 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.

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 Circulars and SEBI Circulars.

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).

Aurionpro Solutions Limited	Synergia IT Park, Plot No. R-270 T.T.C.	Phone	+91 22 4040 7070	investor@aurionpro.com
	Industrial Estate, Gautam Nagar, Near	Fax	+91 22 4040 7080	www.aurionpro.com
	Rabale Police Station, Rabale,Navi			CIN: L99999MH1997PLC111637
	Mumbai400701. MH-India.

==> picture [95 x 30] intentionally omitted <==

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.

The Company has designated an exclusive email address, which would investor@aurionpro.com 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.

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.

In terms of circulars issued by Securities Exchange Board of India (SEBI), it is now mandatory to furnish 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.

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.

The Board of Directors in their meeting held on 12[th] February, 2024 have appointed CS Harshvardhan Tarkas (ACS 30701) Practicing Company Secretary, to act as Scrutinizer for conducting the voting and E-voting process in a fair and transparent manner.

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.

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.

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. Thursday, 29[th] February, 2024.

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. Thursday, 29[th] February, 2024, may obtain the login ID and password by sending a request at Issuer/ RTA.

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.

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.

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [95 x 30] intentionally omitted <==

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

The remote e-voting period begins on Monday, 04[th] March, 2024 at 09:00 A.M. and ends on Wednesday, 06[th] March, 2024 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 / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, 29[th] February, 2024, 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 Thursday, 29[th] February, 2024.

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

Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 09[th ] December,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:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. 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 to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value 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 ore-Voting service provider i.e. NSDLand 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.

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [95 x 30] intentionally omitted <==

If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘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 with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. 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.

Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [112 x 83] intentionally omitted <==

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [95 x 30] intentionally omitted <==

Individual Shareholders Existing users who have opted for Easi / Easiest, they can login through holding securities in their user id and password. Option will be made available to reach e- demat mode with CDSL Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

Individual Shareholders You can also login using the login credentials of your demat account (holding securities in through your Depository Participant registered with NSDL/CDSL for e- demat mode) login Voting facility. upon logging in, you will be able to see e-Voting option. through their depository Click on e-Voting option, you will be redirected to NSDL/CDSL participants 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.

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

Synergia IT Park, Plot No. R-270 T.T.C.

Industrial Estate, Gautam Nagar, Near Rabale Police Station, Rabale,Navi Mumbai 400701. MH-India.

==> picture [95 x 30] intentionally omitted <==

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.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

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?

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. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

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 i.e. 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.

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 ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:

Aurionpro Solutions Limited Synergia IT Park, Plot No. R-270 T.T.C. Phone +91 22 4040 7070 investor@aurionpro.com Industrial Estate, Gautam Nagar, Near Fax +91 22 4040 7080 www.aurionpro.com Rabale Police Station, Rabale,Navi CIN: L99999MH1997PLC111637 Mumbai 400701. MH-India.

==> picture [95 x 30] intentionally omitted <==

If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

If you 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.

How to retrieve your ‘initial password’?

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’.

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

If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

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.

Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

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.

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. Now, you will have to click on “Login” button.

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

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

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

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 General Meeting”.

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

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.

Upon confirmation, the message “Vote cast successfully” will be displayed.

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

Aurionpro Solutions Limited

Synergia IT Park, Plot No. R-270 T.T.C. Phone +91 22 4040 7070 investor@aurionpro.com Industrial Estate, Gautam Nagar, Near Fax +91 22 4040 7080 www.aurionpro.com Rabale Police Station, Rabale,Navi CIN: L99999MH1997PLC111637 Mumbai 400701. MH-India.

==> picture [95 x 30] intentionally omitted <==

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 email ids 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:

In case 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).

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 shareholder 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 holding securities in demat mode.

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.

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:

The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

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.

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.

Aurionpro Solutions Limited	Synergia IT Park, Plot No. R-270 T.T.C.	Phone	+91 22 4040 7070	investor@aurionpro.com
	Industrial Estate, Gautam Nagar, Near	Fax	+91 22 4040 7080	www.aurionpro.com
	Rabale Police Station, Rabale,Navi			CIN: L99999MH1997PLC111637
	Mumbai400701. MH-India.

==> picture [95 x 30] intentionally omitted <==

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:

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 link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General 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.

Members are encouraged to join the Meeting through Laptops for better experience. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

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.

PROCEDURE TO RAISE QUESTIONS/SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT:

As the EGM is being conducted through VC/OAVM, for the smooth conduct of proceedings of the EGM, Members are encouraged to express their question/queries in advance mentioning their name, demat account number/folio number, email id, mobile number at investor@aurionpro.com. The questions/queries received by the Company till 5.00 p.m. on Thursday, 29[th] February, 2024 shall be considered and responded during the EGM.

By Order of the Board of Directors Sd/-

Ninad Kelkar Company Secretary

Place: Navi Mumbai Date: 12[th] February, 2024. Registered Office: Synergia IT Park, Plot No-R-270, T.T.C. Industrial Estate, Near Rabale Police Station, Rabale, Navi Mumbai -400701.

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [100 x 33] intentionally omitted <==

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

Item Number 1

The Company will issue and allot [9,02,935] Equity Shares of the Company on preferential basis (“Proposed Issue”) to Sundar Iyer, Vanaja Iyer, Siddharth Iyer, Steadview Capital Mauritius Limited and Varanium India Opportunity Ltd (“Proposed Allottees”) at the rate INR 2,215/- (Rupees Two Thousand Two Hundred and Fifteen Only) per equity share, to be subscribed in cash as per the provisions of SEBI ICDR Regulation.

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 proceeds from the Preferential Issue shall be used, inter alia towards Strategic Acquisitions, Capital Expenditure for acquisition of office premises, infusion of funds into Payment Business, general corporate purposes including issue expenses and such other purpose(s) as may be permissible under applicable laws as follows:

Sr. No.	Description of Object	Estimated Amount (in INR Crores)*	Reason for providing Broad Range, if applicable	Tentative timeline for utilisation of issue proceeds	Mode in which funds will be kept until utilisation
1.	Strategic Acquisitions	100.00	NA	FY 2023-24 & FY 2024-25	Funds will be kept in fixed deposits with scheduled commercial banks, liquid / debt mutual funds,
2.	Capital Expenditure for acquisition of office premises	35.00
3.	Payments Business**	15.00
2.	General Corporate Purposes and Issue Expenses	50.00

*Estimation which may vary by +/- 10%.

** The Company has to capitalized approximately Rs. 15 crores its Payment Subsidiary, Aurionpro Payment Solutions Private Limited

In terms of the NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 and the BSE Circular No. 20221213-47 dated December 13, 2022, the amount specified for the aforementioned Objects may deviate +/- 10% depending upon the future circumstances, given that the Objects are based on management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Issue Proceeds at the discretion of the Board, subject to compliance with applicable laws.

If the Issue Proceeds are not utilised (in full or in part) for the Objects during the period stated above due to any such factors, the remaining Issue Proceeds shall be utilised in subsequent periods in such manner as may be determined by the Board, in accordance with applicable laws. This may entail rescheduling and revising the planned expenditure and funding requirements

Aurionpro Solutions Limited Synergia IT Park, Plot No. R-270 T.T.C. Phone +91 22 4040 7070 investor@aurionpro.com Industrial Estate, Gautam Nagar, Near Fax +91 22 4040 7080 www.aurionpro.com Rabale Police Station, Rabale,Navi CIN: L99999MH1997PLC111637 Mumbai 400701. MH-India.

==> picture [100 x 33] intentionally omitted <==

and increasing or decreasing the expenditure for a particular purpose from the planned expenditure as may be determined by the Board, subject to compliance with applicable laws.

Monitoring the utilisation of funds

In terms of Regulation 162A of the SEBI ICDR Regulations, the Company has identified a Credit Rating Agency duly registered with the SEBI as the monitoring agency to monitor the use of the proceeds of the Issue. The monitoring agency shall submit its report to the Company on a quarterly basis, till 100% of the proceeds of the issue are utilized.

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

The Resolution set out in the accompanying notice authorizes the Board for issuance of 9,02,935 (Nine Lakh Two Thousand Nine Hundred and Thirty-Five) Equity Shares at an issue price of Rs. 2,215/- (Rupees Two Thousand Two Hundred and Fifteen Only) aggregating to Rs. 200,00,01,025/- (Rupees Two Hundred Crores One Thousand and Twenty-Five 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 to be issued is fixed as Tuesday, 06[th] February, 2024 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 Ninety trading days prior to the Relevant Date, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations.

Pursuant to the provisions of Regulation 164(1) of ICDR Regulations, the floor price shall not be less than higher of the following:

90 Trading Days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on the National Stock Exchange of India Limited (‘NSE’) preceding the Relevant Date: i.e. Rs. 1,853.61/- per Equity Shares;

10 Trading Days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on the National Stock Exchange of India Limited (‘NSE’) preceding the Relevant Date: i.e. Rs. 2,211.60/- per Equity Shares.

In accordance with the provisions enshrined as per Articles of Association of the Company has undertaken a report on valuation of Equity shares from Mr. Dhawal Mehta, an Independent Registered Valuer (Reg No. IBBI/RV/06/2023/15462) dated 12[th] February, 2024 and the price arrived is Rs. 2,211.60/- (Rupees Two Thousand Two Hundred Eleven and Sixty Paise)

A copy of the report issued by the Registered Valuer is available on the website of the Company at www.aurionpro.com]

Synergia IT Park, Plot No. R-270 T.T.C. Phone +91 22 4040 7070 investor@aurionpro.com Industrial Estate, Gautam Nagar, Near Fax +91 22 4040 7080 www.aurionpro.com Rabale Police Station, Rabale,Navi CIN: L99999MH1997PLC111637 Mumbai 400701. MH-India.

Aurionpro Solutions Limited

==> picture [100 x 33] intentionally omitted <==

[In terms of the applicable provisions of the SEBI ICDR Regulations, the volume weighted average price (“VWAP”) for the Preferential Issue is Rs. 2,211.60/- per Equity Share. The price per Equity Share to be issued pursuant to the Preferential Issue is fixed at Rs. 2,215/- per Equity Share being not less than the price computed in accordance with Chapter V of the SEBI ICDR Regulations and valuation report obtained from the registered valuer.

5. The price or price band at/within which the allotment is proposed:

The price per Equity Share to be issued is fixed at Rs. 2,215/- (Rupees Two Thousand Two Hundred Fifteen Only) which consists of Rs. 10/- (Rupees Ten Only) as Face Value and Rs. 2,205/- (Rupees Two Thousand Two Hundred and Five Only) as premium per Equity Share. Kindly refer to the abovementioned point no. 4 for the basis of determination of the price.

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

7. 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.

8. 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.

9. 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.

10. Proposed time schedule/ c within which the allotment/ preferential issue shall be completed:

As required under the SEBI ICDR Regulations the allotment of Equity Shares 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).

11. 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 except proportionate reduction of shareholding of the Promoter and Promoter Group to the extent of new shares allotted.

12. Number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the year i.e. from April 01, 2023, the Company has made the preferential issue of 3,00,000 Equity Shares and 5,00,000 warrants to two allottees at an issue price of Rs. 880/(Rupees Eight Hundred and Eighty only) which is subsequently converted into Equity Shares and issued 2,15,000 Equity Shares to Mr. Abhijit Mittra, an allottee at an issue price of Rs. 1,250/- (Rupees One Thousand Two Hundred and Fifty)

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [100 x 33] intentionally omitted <==

13. Name and address of valuer who performed valuation:

Name	Mr. Dhawal Mehta
Address	1106A, Sunkersett Palace CHS, Nana Chowk, Mumbai 400007
Registration No.	IBBI/RV/06/2023/15462

14. Name and address of Monitoring Agency:

Name	CRISIL Ratings Limited
Address	CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai-400076
Registration No.	IN/CRA/001/1999

15. Amount which the Company intends to raise by way of such securities:

Aggregating upto Rs. 200,00,01,025/- (Rupees Two Hundred Crores One Thousand and TwentyFive Only).

16. The class or classes of persons to whom the allotment is proposed to be made:

The aforementioned allotment, if approved, is proposed to be made to Sundar Iyer, Vanaja Iyer, Siddharth Iyer a resident individual, Steadview Capital Mauritius Limited, a Foreign Portfolio Investor- Category I and Varanium India Opportunity Ltd, a Foreign Portfolio Investor- Category I each who do not belong to Promoter Category.

17. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not Applicable

18. 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.

19. 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.

20. The current and proposed status of the allottees post the preferential issues namely, promoter or non-promoter:

The Current and proposed status of the Proposed Allottees post the preferential issue is” NonPromoter”.

21. Undertaking:

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [100 x 33] intentionally omitted <==

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 Allottees 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 Subscription 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 Subscription Shares to be allotted under the Preferential Issue shall continue to be locked-in till the time such amount is paid by the allottees.

• f) The Proposed Allottees have confirmed that

• (i) they has not sold any equity shares of the Company during the 90 Trading Days preceding the Relevant Date

• (ii) they have not been debarred from accessing the capital market or have been restrained by any regulatory authority from, directly or indirectly, acquiring the said securities.

  • They shall undertake to comply with the provision of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended (if applicable)

22. 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/.

23. 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 :

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [100 x 33] intentionally omitted <==

Sr. No .	Name of Investor	Ultimate Beneficial Owner	Category of Investor (Current / Proposed	PAN	Pre-issue Holding	% of sha res held of pre- pref eren tial capi tal	No. of shares to be allotted	Post- issue holding	% of share held of post prefe renti al capit al
1	Sundar Iyer	NA	Non- Promoter (Resident Individual)	AAAPI1080N	5,76,096	2.32	1,12,867	6,88,963	2.68
2	Vanaja Iyer	NA	Non- Promoter (Resident Individual)	AAGPI2464J	2,70,000	1.09	1,12,867	3,82,867	1.49
3	Siddharth Iyer	NA	Non- Promoter (Resident Individual)	AAJPI9905M	2,00,000	1.09	90,293	2,90,293	1.13
4	Steadview Capital Mauritius Limited	Ravi Mehta (PAN: AXJPM8054G)	Non- Promoter (Foreign Portfolio Investor- Catergory- I)	AAQCS1253 G	--	--	3,61,174	3,61,174	1.40
5	Varanium India Opportunity Ltd	Allottee is a Company/ Standalone Fund, based in Mauritius. There are no natural person controlling interest or a financial interest in excess of 10% in the allottee. Below are the directors of the investment Manager- a)Kamalam Rungapadiachy	Non- Promoter (Foreign Portfolio Investor- Catergory- I)	AAFCP1017J	1,35,710	0.55	2,25,734	3,61,444	1.40

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [100 x 33] intentionally omitted <==

		b)Shafiiq-Ur- Rahmaan Soyfoo
					11,81,806	5.05	9,02,935	2,08,84, 741	8.11

Other Disclosures

• a) 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. However, in accordance with the provisions enshrined as per Articles of Association of the Company has undertaken a report on valuation of Equity shares from Mr. Dhawal Mehta, an Independent Registered Valuer (Reg No. IBBI/RV/06/2023/15462) dated 12[th] February, 2024 and the price arrived is Rs. 2211.60/- (Rupees Two Thousand Two Hundred Eleven and Sixty Paise).

• b) The Company is in compliance with continuous listing, and is eligible to make the Preferential Issue under Chapter V of the SEBI ICDR Regulations.

• c) The Company does not have any outstanding dues towards SEBI, the Stock Exchange or the depositories.

• d) 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.

The Board of Directors believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in the said Item in the Accompanying notice for approval by the Members.

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.

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [100 x 33] intentionally omitted <==

Annexure – A for Item number 1

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

Sr. No.	Category of Shareholder(s)	Pre-Issue(as on 09 th Friday, 2024)	Pre-Issue(as on 09 th Friday, 2024)	Post- Issue
		No. of Shares held	% of share holding	No. of shares held	% of share holding
A	Promoters & Promoter Group Holding
1	Indian
a)	Individual	17,00,249	6.91	17,00,249	6.61
b)	FamilyTrust	--	--	--	--
c)	Bodies Corporate	--	--	--	--
	Sub-Total(A)(1)	17,00,249	6.91	17,00,249	6.61
2	**Foreign **
a)	Individual	42,71,301	17.36	42,71,301	16.61
b)	Bodies Corporate	14,51,818	5.90	14,51,818	5.65
	Sub-Total(A)(2)	57,23,119	23.26	57,23,119	22.25
	Promoters & Promoter Group Holding (A)	74,23,368	30.18	74,23,368	28.86
B	Non-Promoter Holding
(1)	Institutional Investor	--	--	--
a)	Mutual Funds	--	--	--
b)	Venture Capital Fund
b)	Alternative Investment Funds	1,56,127	0.63	1,56,127	0.61
c)	Financial Institutions/ Banks	51,528	0.21	51,528	0.20
e)	Insurance Companies	--	--
f)	Provident funds/ Pension funds
g)	Asset reconstruction companies
h)	Sovereign Wealth Funds
i)	NBFCs registered with RBI
j)	Other Financial Institutions

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [100 x 33] intentionally omitted <==

h)	Any Other (specify)
	Sub-Total(B)(1)	2,07,655	0.84	2,07,655	0.81
(2)	Institution(Foreign)
a)	Foreign Direct Investment
b)	Foreign Venture Capital Investors
c)	Sovereign Wealth Funds
d)	Foreign Portfolio Investors CategoryI	15,87,964	6.40	21,74,872	8.46
e)	Foreign Portfolio Investors CategoryII
f)	Overseas Depositories (holding DRs) (BalancingFigure)
g)	AnyOther(specify)
	Sub-Total(B)(2)	15,87,964	6.40	21,74,872	8.46
(3)	Central Government/State Government	--	--
(a)	Central Government/President of India
b)	State Government/Governor
c)	Shareholding by companies or Body Corporate where Central/State Government is apromoter
	Sub-Total(B)(3)	--	--	--	--
**(4) **	Non-Institutions
a)	Associate companies/subsidiaries
b)	Directors and their relatives (excluding independent director and nominee directors)	30,71,471	12.37	30,71,471	11.87
c)	KeyManagerial Personnel	15,095	0.06	15,095	0.06
d)	Relatives of promoters (other than "Immediate Relatives" of promoters disclosed under "Promoter and Promoter Group" category)
e)	Trusts where any person belonging to "Promoter and Promoter Group" category is "trustee", "beneficiary", or "author of the trust
f)	Investor Education and Protection Fund (IEPF)	12,567	0.05	12,567	0.05
g)	Resident Individuals holding nominal share capital upto Rs. 2 lakhs	25,41,852	10.24	25,41,852	9.88
h)	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	59,22,647	23.86	62,38,674	24.26
i)	Non Resident Indians(NRIs)	5,17,093	2.08	5,17,093	2.01
j)	Foreign Nationals
k)	Foreign Companies	2,82,744	1.14	2,82,744	1.10
l)	Bodies Corporate	27,95,367	11.26	27,95,367	10.87
m)	AnyOther(specify)	4,37,342	1.76	4,37,342	1.70
	Sub-Total(B)(4)	1,55,96,178	62.82	1,59,12,205	61.8

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

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

==> picture [100 x 33] intentionally omitted <==

	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)	1,73,91,797	69.56	1,82,94,732	71.07
C)	Non-Promoter- Non-Public
1	Custodian/DR Holder
2	Employee Benefit Trust / Employee Welfare Trust under SEBI (Share Based Employee Benefits and Sweat Equity)Regulations,2021
	Total Non-Promoter- Non Public Shareholding (C)= (C)(1)+(C)(2)
	Total(A+B+C)	2,48,15,165	100	2,57,18,100	100

Phone +91 22 4040 7070 investor@aurionpro.com Fax +91 22 4040 7080 www.aurionpro.com CIN: L99999MH1997PLC111637

Aurionpro Solutions Limited

Synergia IT Park, Plot No. R-270 T.T.C.

Industrial Estate, Gautam Nagar, Near Rabale Police Station, Rabale,Navi Mumbai 400701. MH-India.