Aurum PropTech Limited — Proxy Solicitation & Information Statement 2021

Dec 22, 2021

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Date: December 22, 2021

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 Script Code: 539289

NSE Symbol: AURUM

Dear Sir/Madam,

Sub: Postal Ballot Notice

Further to our letter relating to outcome of meeting of the Board of Directors of the Company dated December 17, 2021, we hereby enclose the postal ballot notice dated December 17, 2021 along with explanatory statement (“Postal Ballot Notice”).

The Postal Ballot Notice is being sent in electronic form only to all the members, whose names appear in the Register of members/ beneficial owners received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited as on December 17, 2021, seeking their approval to special resolutions as set out in the Postal Ballot Notice.

The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its members. E-voting period will commence from Thursday, December 23, 2021 (9:00 A.M. IST) and end on Friday, January 21, 2022 (5:00 P.M. IST).

You are requested to take the above on your record.

Thanking you.

Yours faithfully,

For Aurum PropTech Limited

KHUSHBU Digitally signed by KHUSHBU DILIP DILIP RAKHECHA Date: 2021.12.22 RAKHECHA 16:42:16 +05'30'

Khushbu Rakhecha

Compliance Officer

Encl.: As above

www.aurumventures.in (formerly known as Majesco Limited) corporate@aurumproptech.in CIN: L72300MH2013PLC244874 +91-22-2778 1271 Registered Office: MNDC, MBP-P-136, Mahape, Navi Mumbai – 400 710, India

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AURUM PROPTECH LIMITED

(formerly known as Majesco Limited)

Registered Office: MNDC, MBP-P-136, Mahape, Navi Mumbai – 400 710, Maharashtra, India Corporate Identity Number (CIN): L72300MH2013PLC244874 Tel. No.: +91-22-6150 1800/ 3000 1700

Website: www.aurumproptech.in; E-mail: investors.grievances@aurumproptech.in

POSTAL BALLOT NOTICE

NOTICE PURSUANT TO SECTION 108 AND 110 OF THE COMPANIES ACT, 2013, READ WITH RULE 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 READ WITH SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS, 2015, AS AMENDED.

Dear Member(s),

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“ CA 2013 ”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and as may be enacted hereinafter, to the members of Aurum PropTech Limited (“ the Company ”), to consider and if thought fit to pass the resolution set out herein below through postal ballot, only through remote e- voting.

The proposed resolutions along with the explanatory statement pursuant to Section 102 of the CA 2013 and other applicable legal provisions, pertaining to the said special business setting out the material facts concerning thereto, is also appended. The proposed resolutions and explanatory statement are being sent to you for your consideration.

As permitted under the MCA Circulars, the Company is sending the Notice in electronic form only. Hence, hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the members for this Postal Ballot and members are required to communicate their assent or dissent through the remote e-voting facility. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and 110 of the CA 2013 read with the rules framed thereunder and the MCA Circulars, the Company has extended only the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice. The members can vote on resolutions through remote e-voting facility only. Assent or dissent of the members on the resolutions mentioned in the Notice would only be taken through the remote e-voting system as per the MCA Circulars.

SPECIAL BUSINESS

Item No. 1:

INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND ALTERATION OF THE CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and 64 other applicable provisions, if any, of the Companies Act, 2013, and the rules issued there under (including any statutory modification or re-enactment thereof for the time being in force) and in accordance with the provisions of the Articles of Association of the Company, Consent of the members of the Company be and is hereby accorded to increase in Authorised Share Capital of the Company From Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 5,00,00,000 (Five Crore) Equity

shares of Rs. 5/- (Rupees Five Only) each To Rs. 100,00,00,000/- (Rupees One Hundred Crore Only) divided into 20,00,00,000 (Twenty Crore) Equity shares of Rs. 5/- (Rupees Five Only) each and Clause V of the Memorandum of Association of the Company be and is hereby altered by substituting the said Clause with the following:

“V. The Authorised Share Capital of the Company is Rs. 100,00,00,000/- (Rupees One Hundred Crore Only) divided into 20,00,00,000 (Twenty Crore) Equity Shares of Rs. 5/- (Rupees Five Only) each”.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the 'Board', which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution), be and is hereby authorized to do all such acts, deeds and things as may be necessary and incidental for giving effect to this Resolution.”

Item No. 2:

ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) read with Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), Article 4(a) of the Articles of Association of the Company be substituted by the following:

“The Authorised Share Capital of the Company is Rs. 100,00,00,000 (Rupees One Hundred Crore) divided into 20,00,00,000 (Twenty Crore) equity shares of Rs. 5/- (Rupees Five) each and with power to the Company to increase, reduce or modify the capital and to divide all or any of the share capital in the Company, for the time being and to classify and re-classify such shares from shares of one class to other class or classes and attach thereto and respectively such preferential, deferred, qualified or other special rights, privileges, conditions, or restrictions as may be determined by the Company in accordance with the Articles of Association of the Company to vary, modify or abrogate any such rights, privileges, conditions or restrictions, in such manner, by such persons, as may, for the time being, be permitted under the provisions of the Articles of Association of the Company or legislative provisions for the time being in force in that behalf.”

By order of the Board of Directors For Aurum PropTech Limited ( formerly known as Majesco Limited )

Sd/Place: Navi Mumbai Neha Sangam Date : December 17, 2021 Company Secretary (Membership no.: A 46052)

Registered office: MNDC, MBP-P-136, Mahape, Navi Mumbai – 400 710, Maharashtra, India

NOTES AND INSTRUCTIONS:

1. The explanatory statement pursuant to Section 102 of the CA 2013 read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, setting out material facts concerning the proposed special business is annexed hereto.

2. The Notice is being sent to/ published/ displayed for all the members, whose names appear in the register of members/ list of beneficial owners as received from National Securities Depository Limited (“ NSDL ”)/ Central Depository Services (India) Limited (“ CDSL ”) on Friday, December 17, 2021, which will be considered for the purposes of remote e-voting. A person who is not a member as on the aforesaid date should treat this Notice for information purposes only.

3. The Notice has also been placed on Company’s website: www.aurumproptech.in and NSDL’s e-voting website: https://www.evoting.nsdl.com/ and will also be available on the website of stock exchanges i.e., www.bseindia.com and www.nseindia.com.

4. The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on Friday, December 17, 2021.

5. The Board of Directors of the Company has appointed Mr. Abhishek Bhate, Company Secretary in Practice (ICSI Membership No. ACS 27747; Certificate of Practice No.: 10230) as the scrutinizer to conduct the process of the postal ballot in a fair and transparent manner (“ Scrutinizer ”).

6. A member cannot exercise his vote by proxy on postal ballot. All members are requested to cast their votes only through remote e-voting using the NSDL e-Voting system as per the procedure provided herein.

7. The resolutions passed by the members through postal ballot are deemed to have been passed as if they have been passed at a duly convened general meeting of the members.

8. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. Friday, January 21, 2022.

9. Voting through electronic means

Pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the CA 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of Listing Regulations, MCA Circulars and any other applicable provisions, if any, the Company has extended remote e-Voting facility to enable the members to cast their votes electronically through the remote e-voting services provided by NSDL.

The remote e-voting facility will be available during the following period:

The remote e-voting facility will be available during	the following period:
Commencement of remote e-voting	From 9:00 A.M.(IST) on December 23, 2021
End of remote e-voting	Upto 5:00 P.M. (IST) on January 21, 2022

The remote e-voting module shall be disabled by NSDL for voting at 5:00 P.M. (IST) on January 21, 2022. Once the vote on the resolution is cast by a member, he or she will not be allowed to change it subsequently.

The procedure and instructions for remote e-voting are as follows:

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

- A) Login method for e Voting for Individual shareholders holding securities 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:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	1. If you are already registered forNSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the“Beneficial Owner”icon under “Login” which is available under“IDeAS”section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name ore-Voting service provider - NSDLand you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period. 2. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS”Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. 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 held 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 options available against company name ore-Voting service provider - NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login orwww.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E-Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome 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.NSDLwhere the e-Voting is in progress.

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

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you 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 options available against company name ore-Voting service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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.

ogin 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 atevoting@nsdl.co.inor 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.comor contact at 022-2305 8738 or 022-2305 8542-43

B) Login Method 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.

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

3. 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.

4. 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.

5. 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 thenyour 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** thenyour user ID is 12**

c) For Members holding shares in EVEN Number followed by Folio Number registered with Physical Form. the company For example if folio number is 001 and EVEN is 101456 then user ID 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) 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.

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.

1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically 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.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 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.

3. 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.

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

General Guidelines for shareholders

1. 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 abhishekbhate@gmail.com with a copy marked to evoting@nsdl.co.in.

2. 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.

3. 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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send 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 :

1. 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 investors.grievances@aurumproptech.in

2. 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 investors.grievances@aurumproptech.in. 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 for Individual shareholders holding securities in 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.

2. 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.

EXPLANATORY STATEMENT

[Pursuant to the provisions of Section 102 of the Companies Act, 2013 (“CA 2013”) ]

Item Nos. 1 & 2

Considering the overall business growth, future expansion and the operational needs of the Company, the Company needs to raise funds for its operations and growth by means of either equity or further debt. Currently, the Authorised Share Capital as per the Memorandum of Association (“MOA”) does not have adequate headroom to consider any equity fund raise. It is proposed to increase in Authorised Share Capital of the Company from existing Rs. 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 5,00,00,000 (Five Crore) Equity shares of Rs. 5/(Rupees Five Only) each to Rs. 100,00,00,000/- (Rupees One Hundred Crore Only) divided into 20,00,00,000 (Twenty Crore) of Rs. 5/- (Rupees Five Only) each.

Consequently, the Capital Clause V of the MOA needs to be altered.

In view of the above and in order to avoid repeating the Capital Clause in the Articles of Association (“AOA”), Article 4(a) of the AOA is also proposed to be altered as indicated in the Resolution at Item No. 2.

Therefore, approval of the Members of the Company is being sought by way of special resolutions pursuant to Sections 13, 14, 61 and 64 of the CA 2013 read with AOA, for alteration of the Capital Clause of the MOA and AOA.

A draft of the MOA and AOA, along with the proposed alterations would be available for inspection without any fees, by the Members at the Registered Office of the Company during normal business hours on any working day upto Friday, January 21, 2022.

The Board recommends the Special Resolutions set out at Item Nos. 1 & 2 of the Notice for the approval of the Members.

None of the Directors, Key Managerial Personnel and/or their respective relatives are in any way concerned or interested in passing of the Resolutions mentioned at Item Nos. 1 & 2 of the Notice.

By order of the Board of Directors For Aurum PropTech Limited ( formerly known as Majesco Limited )

Sd/Place: Navi Mumbai Neha Sangam Date: December 17, 2021 Company Secretary (Membership no.: A 46052)

Registered office: MNDC, MBP-P-136, Mahape, Navi Mumbai – 400 710, Maharashtra, India