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Aurum PropTech Limited — Capital/Financing Update 2025
Feb 5, 2025
62518_rns_2025-02-05_b64cf25d-353d-4277-87d7-72113f896a77.pdf
Capital/Financing Update
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Date: February 05, 2025
To, Listing Department BSE Limited
Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai-400 001
Listing Department National Stock Exchange of India Limited Bandra Kurla Complex Bandra East Mumbai – 400 051
BSE Scrip Code: 539289 NSE Symbol: AURUM
Sub: Monitoring Agency Report for the quarter ended December 31, 2024 - in relation to the Rights Issue of Aurum PropTech Limited (“The Company”).
Pursuant to Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 82(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, please find attached Monitoring Agency Report for the quarter ended December 31, 2024 issued by CARE Ratings Limited, Monitoring Agency, appointed to monitor the utilisation of proceeds of the Rights Issue of the Company.
You are requested to take the same on record.
Thanking you.
For Aurum PropTech Limited
Digitally signed by Sonia Sonia Hitesh Jain Hitesh Jain Date: 2025.02.05 14:39:38 +05'30'
Sonia Jain Company Secretary & Compliance Officer
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Monitoring Agency Report
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No. CARE/HO/GEN/2024-25/1118
The Board of Directors Aurum PropTech Limited
Aurum Q1, Aurum Q Parc, Thane Belapur Road, Navi Mumbai, Thane, Maharashtra, India, 400710
January 24, 2025
Dear Sir/Ma’am,
- Monitoring Agency Report for the quarter ended December 31, 2024 in relation to the Rights issue of Aurum PropTech Limited (“the Company”)
We write in our capacity of Monitoring Agency for the Rights Issue for the amount aggregating to Rs.343.56 crore of the Company and refer to our duties cast under 82 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.
In this connection, we are enclosing the Monitoring Agency Report for the quarter ended December 31, 2024, as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated April 08, 2022.
Request you to kindly take the same on records.
Thanking you,
Yours faithfully,
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Darshan Shah
Assistant Director [email protected]
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Report of the Monitoring Agency
Name of the issuer: Aurum PropTech Limited For quarter ended: December 31, 2024 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil (b) Range of Deviation: Not applicable
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.
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Signature: Name and designation of the Authorized Signatory: Darshan Shah Designation of Authorized person/Signing Authority: Assistant Director
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1) Issuer Details:
Name of the issuer : Aurum PropTech Limited Name of the promoter : Aurum RealEstate Developers Limited (formerly Aurum Platz IT Private Limited) Industry/sector to which it belongs : Information Technology - IT enabled services
2) Issue Details
Issue Period : April 26, 2022, to May 10, 2022 (1[st] call was made between April 01, 2024, to April 15, 2024) Type of issue (public/rights) : Rights Issue Type of specified securities : Equity Shares IPO Grading, if any : Not applicable Issue size (in crore) : Rs.343.56 crore (Note 1)
Note 1:
The company had offered 4,29,44,533 Equity Shares under the rights issue, at Rs. 80 per share (including share premium of Rs. 75 per share) aggregating to Rs. 343.56 crore.
| Particulars | Initial subscription | 1st Call details |
|---|---|---|
| Total shares issued and subscribed aspart of Rights issue | 4,29,44,533** | 4,03,99,270# |
| Total subscriptions towards Rights issue(in Rs. Crore) | 85.89** | 121.19 |
| Details of expenses incurred related to issue(in Rs. Crore) | 3.97* | 0.03* |
| Net Proceeds of Rights issue(Rs. Crore) | 81.92 | 121.16 |
*As per the letter of offer, the estimated issue related expenses were Rs. 4.49 crores out of which company has incurred Rs. 3.99 crores till December 2022. Furthermore, during Q4FY23 the company received a credit note for Rs.1.53 lacs thus the issue expenses were reduced to Rs.3.97 crore. Also, the amount mentioned as expenses is the actual expenses which the company has paid for rights issue related expenses. Furthermore, for First call, the issue expense incurred were Rs.0.03 crore (Rs.3.15 lakhs)
** The Offer comprises of a rights Issue of 4,29,44,533 equity shares of face value Rs. 5 each at a price of Rs. 80 per rights equity issue (issue price) including a premium of Rs. 75 per rights equity shares aggregating to Rs. 34,355.63 lakhs wherein applicants were required to pay Rs. 20 per rights issue (including a premium of Rs. 18.75 per rights equity share) and the remaining Rs. 60 per rights equity share will be payable on subsequent calls which is supposed to be determined by APL’s Board and, or, the Rights Issue Committee, at its sole discretion, from time to time, in compliance with SEBI ICDR Regulations.
During Q1FY25, APL made its first call of Rs.30 per partly paid equity share (comprising of Rs.1.87 towards face value and a premium of Rs.28.13 per Rights Equity Share) on 4,29,44,533 partly paid-up equity shares of the company, translating to Rs.128.83 crore. However, only received money from 4,03,99,270 partly paid-up equity shares amounting to Rs.121.19 crore resulting in shortfall of Rs. 7.64 crore against the called amount.
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3) Details of the arrangement made to ensure the monitoring of issue proceeds:
| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| Whether all utilization is as per the disclosures in the Offer Document? | Yes | Board Resolution and Special Resolution passed in Annual General Meeting (AGM),CA Certificate*,Bank Statements |
Net proceeds received from Rights issue is utilized towards respective objects. |
Nil |
| Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document? |
Yes | Special Resolution passed in AGM and Board Resolution |
Revision in timeline for deployment of issueproceeds and object wiseproceeds. |
Nil |
| Whether the means of finance for the disclosed objects of the issue have changed? |
No | Not applicable | Not applicable | Nil |
| Is there any major deviation observed over the earlier monitoring agency reports? |
No | Not applicable | Not applicable | Nil |
| Whether all Government/statutory approvals related to the object(s) have been obtained? |
No | Not applicable | Not applicable | Nil |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? |
NA | Not applicable | Not applicable | Nil |
| Are there any favorable/unfavorable events affecting the viability of these object(s)? |
No | Not applicable | Not applicable | Nil |
| Is there any other relevant information that may materially affect the decision makingof the investors? |
No | Not applicable | Not applicable | Nil |
*Chartered Accountant Certificate dated January 15, 2025, from NLA and Associates.
During Q3FY25, Aurum PropTech Limited transferred the issue proceeds (a total of Rs.0.08 crore) from its Monitoring Account to its Current Account to execute some of the transactions in line with the objects. APL has provided bank statements, along with necessary supporting documents and CA Certificate to Monitoring Agency, to track the spending.
Where material deviation may be defined to mean:
a) Deviation in the objects or purposes for which the funds have been raised
b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.
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4) Details of objects to be monitored:
(i) Cost of objects –
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Original cost (as per the Offer Document) in Rs. Crore |
Revised Cost (Rs. Crore) |
Comments of the Monitoring Agency |
Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors |
|---|---|---|---|---|---|---|---|---|
| Reason for cost revision |
Proposed financing option |
Particulars of -firm arrangements made |
||||||
| 1 | Product Development | CA Certificate*,Letter of offer | 37.50 | 13.87 | NA | Nil | Nil | Nil |
| 2 | Product Marketing | CA Certificate*,Letter of offer | 31.00 | 10.41 | NA | Nil | Nil | Nil |
| 3 | Identified Investments | CA Certificate*, Letter of offer, Special Resolution |
156.70 | 196.12 | NA | Nil | Nil | Nil |
| 4 | Funding Inorganic growth initiatives and general corporatepurposes** |
CA Certificate*, Letter of offer, Special Resolution |
113.87** | 118.67** | NA | Nil | Nil | Nil |
| Total | 339.07 | 339.07 |
*Chartered Accountant Certificate dated January 15, 2025, from NLA and Associates.
**As per the Letter of Offer, it is stated that “The amount to be utilized for general corporate purposes and for acquisition / funding unidentified targets shall not individually exceed 25% of the Issue Proceeds and shall not collectively exceed 35% of the Issue Proceeds.” So accordingly, the amount has been revised from estimated Rs.113.87 crore to Rs.118.67 crore (35% of Issue Proceeds).
Further, as per the Special Resolution in the AGM dated September 26, 2024, the shareholders have approved variation in the estimated amount of objects of the rights issue proceeds.
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(ii) Progress in the objects –
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Amount | Comments of the Board of Directors |
Comments of the Board of Directors |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| as proposed in the Offer Document in Rs. Crore |
Revised cost (Rs. Crore) |
Amount Called (Rs. Crore) |
Amount utilised in Rs. Crore | Total |
Comments of the Monitoring Agency |
|||||||
| As at beginning of the quarter in Rs. Crore |
Reasons for idle funds |
Proposed course of action |
||||||||||
| During | At the |
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| unutilised |
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| the | end of |
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| amount i |
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| quarter | the |
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| n Rs. crore |
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| in Rs. | quarter |
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| Crore | in Rs. Crore |
|||||||||||
| 1 | Product Development |
Chartered Accountant certificate*, Bank statements, Offer Document, Invoices, Special Resolution etc. |
37.50 | 13.87 | (81.92+ 121.16&) |
4.17 | - | 4.17 | 0.00 | Nil utilisation during the quarter | Nil | Nil |
| 2 | Product Marketing |
31.00 | 10.41 | 0.70 | 0.12 | 0.82 | During Q3FY25, APL has spent Rs.0.075 crore towards salary of marketing team and Rs.0.048 crore towards vendor payment for ‘Value 360 Communications Private Limited’. Further, In LOF, the company had disclosed a quotation from ‘Amura Marketing Technologies Pvt Ltd’ for product marketing-related expenses. In Q3FY25, the vendor for product marketing was ‘Value 360 Communications Private Limited’. |
Nil | Nil | |||
| 3 | Identified Investments |
156.70 | 196.12 | 82.03 | - | 82.03 | Nil utilisation during the quarter | Nil | Nil | |||
| 4 | Funding Inorganic growth initiatives and GCP |
113.87 | 118.67 | 116.73 | - | 116.73 | Nil utilisation during the quarter | Nil | Nil | |||
| Total | 339.07 | 339.07 | 203.08@ | 203.62 | 0.12 | 203.74 | 0.00 |
- *Chartered Accountant Certificate dated January 15, 2025, from NLA and Associates.
- Out of the total Rs. 339.07 crores, the company has received Rs. 81.92 crores at the time of subscription of rights issue and Rs.121.16 crore as first call and balance of Rs.135.99 crore is pending to be called from the shareholders. The surplus amount of Rs. 0.66 crore (Rs.203.74 crore spent over Rs.203.08 crore called) utilised pertains to the return on investments of unutilised proceeds till December 31, 2024.
- Till December 31, 2024, the company has called Rs.50 only (Rs.20 subscription + Rs.30 first call) per rights equity shares from total Rs.80 per rights equity shares.
@ During Q1FY25, APL made its first call of Rs.30 per partly paid equity share (comprising of Rs.1.87 towards face value and a premium of Rs.28.13 per Rights Equity Share) on 4,29,44,533
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partly paid-up equity shares of the company, translating to Rs.128.83 crore. However, only received money from 4,03,99,270 partly paid-up equity shares amounting to Rs.121.19 crore resulting in shortfall of Rs. 7.64 crore against the called amount.
& In our previous MA reports, called amount was reported as Rs.121.19 crore, which includes Rs.0.03 crore of issue expense. As per our agreement we are monitoring net proceeds, which translates to Rs.121.16 crore (excluding issue expense). Accordingly, the changes have been made in above table.
(iii) Deployment of unutilized proceeds:
| Sr. No. | Type of instrument and name of the entity invested in |
Amount invested (Rs. Crore) |
Maturity date | Earning | Return on Investment(%) |
Market Value as at the end ofquarter |
|---|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | -- | -- |
- Verified the above with the help of Chartered Accountant Certificate dated January 15, 2025, from NLA and Associates, Bank statements.
*APL has a nil balance outstanding as on December 31, 2024. The same has been verified with the help of CA Certificate dated January 15, 2025, and Bank statements.
(iv) Delay in implementation of the object(s) –
| Completion Date | Completion Date | Delay (no. of | Comments of the Board of Directors | Comments of the Board of Directors | |
|---|---|---|---|---|---|
| Objects | Asper the offer document | Actual |
days/ months) | Reason of delay | Proposed course of action |
| 1. Product Development | March 31,2024 | Ongoing | No delays as per revised schedule as approved by the Board# |
Nil | Nil |
| 2. Product Marketing | March 31,2024 | Ongoing | Nil | Nil | |
| 3. Identified Investments | March 31,2024 | Ongoing | Nil | Nil | |
| 4. Funding inorganic growth initiatives and general corporate purposes | March 31, 2024 | Ongoing | Nil | Nil |
APL has shared certified true copy of board resolution (BR) along with extract of minutes of meeting dated January 18, 2024 which approves “To revise the deployment of net proceeds of rights issue and call money”. According to that, there are no delays as on December 31, 2024 as the revised completion date as per BR is March 31, 2025.
1) Under Product Development, scheduled deployment till March 31, 2024, as per LOF was Rs.37.50 crore which has been revsied to Rs. 3.27 crore as per the above-mentioned BR.
2) Under Product marketing, scheduled deployment till March 31, 2024, as per LOF was Rs.15.50 crore which has been revised to Rs.0.20 crore as per the above-mentioned BR.
3) Under Identified Investments, scheduled deployment till March 31, 2024, as per LOF was Rs.74.72 crore which has been revised to Rs.60.53 crore as per the above-mentioned BR. 4) Under Funding Inorganic growth initiatives and general corporate purposes, scheduled deployment till March 31, 2024, as per LOF was Rs.113.87 crore which has been revised to Rs.118.50 crore as per the above-mentioned BR.
5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:
| Amount | Source of information / certifications considered | Comments of the | |||
|---|---|---|---|---|---|
| Sr. No | Item Head^ | Comments of Monitoring Agency |
|||
| in Rs. Crore | by Monitoring Agency forpreparation of report | Board of Directors | |||
| -- | -- | -- | -- | -- | Nil |
| Total | -- |
- Chartered Accountant Certificate dated January 15, 2025, from NLA and Associates.
^ Section from the offer document related to GCP:
“Our Company intends to deploy Rs. 11,386.86 lakhs from the Net Proceeds towards acquisition / funding unidentified targets and general corporate purposes. The amount to be utilized for acquisition / funding unidentified targets and general corporate purposes shall not individually exceed 25% of the Issue Proceeds and shall not collectively exceed 35% of the Issue Proceeds, in compliance with the SEBI ICDR Regulations.”
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As per the LOF:
General corporate purposes may include, but are not restricted to, the following:
a. Strategic initiatives;
-
b. Funding growth opportunities;
-
c. Meeting ongoing general corporate contingencies;
d. Meeting fund requirements of our Company, in the ordinary course of its business;
e. Meeting expenses incurred in the ordinary course of business; and
f. Any other purpose, as may be approved by our Board, subject to applicable law
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Disclaimers to MA report:
a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.
b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.
c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.
d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.
e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.
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