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Aurum PropTech Limited Proxy Solicitation & Information Statement 2025

Jul 30, 2025

62518_rns_2025-07-31_d63333b8-45f6-4810-91f3-88606e9015a1.pdf

Proxy Solicitation & Information Statement

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Date: July 30, 2025

To, Listing Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street, Fort Bandra East Mumbai-400 001 Mumbai – 400 051

BSE Scrip Code: 539289 NSE Symbol: AURUM

Dear Sir/Madam,

Sub: Notice of Extra-Ordinary General Meeting of the Company.

Pursuant to Regulation 34 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice convening the Extra-Ordinary General Meeting of the Company scheduled to be held on Thursday, August 21, 2025 at 2:00 P.M. (IST) through Video Conferencing/ Other Audio Visual Means.

Notice is also available on the website of the Company at https://www.aurumproptech.in/investor/general-meeting.

You are requested to disseminate the above intimation on your website.

Thanking you.

Yours faithfully,

For Aurum PropTech Limited

Sonia Digitally signed by Sonia Hitesh Hitesh Jain Date: 2025.07.30 Jain 19:19:01 +05'30' Sonia Jain Company Secretary & Compliance Officer

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AURUM PROPTECH LIMITED

Registered Office: Aurum Q1, Aurum Q Parc, Thane Belapur Road, Navi Mumbai Thane 400710 Corporate Identification Number (CIN): L72300MH2013PLC244874 Website: https://aurumproptech.in/; E-mail: [email protected] Phone: +91-22-69-111-800

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Notice of the Extra-Ordinary General Meeting

NOTICE is hereby given that the Extraordinary General Meeting (“ EGM ”) (01/2025-26) of the members of AURUM PROPTECH LIMITED (“ Company ”) is scheduled to be held on Thursday, August 21, 2025 at 2:00 P. M. (IST) through Video Conferencing (“ VC ”)/ Other Audio Visual Means (“ OAVM ”), to transact the following business:

SPECIAL BUSINESS:

Item No. 1- To consider and approve the acquisition of 100% stake in PropTiger Marketing Services Private Limited by way of Preferential Issue of equity shares of the Company:

To consider and, if thought fit, to pass with or without modifications the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Share Capital & Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 and other applicable rules made thereunder (including any statutory amendment(s), modification(s) enactment(s) or re-enactment thereof for the time being in force); the provisions of the Memorandum of Association and the Articles of Association of the Company, In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 [‘SEBI (ICDR) Regulations’] including any statutory amendment(s), modification(s) enactment(s) or re-enactment thereof for the time being in force); Foreign Exchange Management Act, 1999 read with applicable rules, regulations, direction, circulars, notifications and guidelines issued thereunder, as amended from time to time, and subject to any other applicable provisions of the rules, regulations and guidelines issued by the Ministry of Corporate Affairs (‘MCA’), Securities and Exchange Board of India (‘SEBI’), Reserve Bank of India (‘RBI’), Government of India (‘Gol’), Stock Exchanges and / or any other competent authorities (hereinafter referred to as ‘Applicable Regulatory Authorities’), from time to time and in accordance of Company’s applicable policies and based on recommendation of the Board of Directors and Committees thereof, consent of the shareholders be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘the Board’, which term shall be deemed to include, unless the context otherwise requires, any Committee of the Board or any officer(s) authorized by the Board to exercise the powers conferred on the Board under this resolution), to issue, offer and allot, on a preferential basis, in one or more tranches, upto 42,42,537 (Forty Two Lakhs Forty Two Thousand Five Hundred and Thirty Seven) fully paid up equity shares of the Company having face value of INR 5/- (Indian Rupees

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Five Only) each (‘Equity Shares’) or such other number of equity shares as may be determined, at a price of INR 203.769584/- per Equity Share (including a premium of INR 198.7696/-) which is not less than the price determined in accordance with Chapter V of the SEBI (ICDR) Regulations (hereinafter referred to as the ‘Floor Price’), as on the Relevant Date (i.e July 22, 2025 , being the date 30 days prior to the date of Extra-Ordinary General Meeting) determined in accordance with applicable law and the valuation report dated July 22, 2025 issued by Nishant Soni & Associates, Chartered Accountants (IBBI RV No: IBBI/RV/06/2019/10745), an independent registered valuer, for determining the swap ratio as required under SEBI ICDR Regulations and as per FEMA, for consideration other than cash (i.e. swap of sale shares of PropTiger Marketing Services Private Limited (“Target Company”) aggregating to an amount not exceeding INR 86,45,00,000/- (Indian Rupees Eighty Six Crore Forty Five Lakhs only) (“Purchase Consideration”) towards payment of the total consideration payable to the Shareholders/Proposed Allottees of target company, as detailed below, who are not Promoter(s) and who does not belong to Promoter Group of the Company, for the acquisition of the entire issued and paid-up share capital of the Target Company from the Proposed Allottee (including its nominee) which represents a total of 7,74,587 (seven lakh seventy four thousand five hundred eighty seven) equity shares having a face value of INR 10/- (Indian Rupees Ten only) each constituting 100% (one hundred per cent) share capital of the Target Company, on such terms and conditions as agreed by the parties or as may be determined by the Board in accordance with the ICDR Regulations and other applicable laws.

The details of the Proposed Allottee(s) and the maximum number of equity shares of the Company proposed to be allotted is set forth in the below table:

proposed to be allotted is set forth in the below table:
Sr. No. Name of the Proposed Allottee
Category
in
the
Company
No. of equity shares to
be allotted
1.
REA India Pte Limited
Corporate Body
42,42,537
Total Equity Sharesproposed to be allotted 42,42,537

RESOLVED FURTHER THAT without prejudice to the generality of the above Resolution, the Equity Shares being offered, issued and allotted by way of a preferential issue shall inter-alia be subject to the following:

  • a) The Equity Shares shall be issued and allotted by the Company to the Proposed Allottee in dematerialized form within a period of 15 (fifteen) days from the date of receipt of shareholders’ approval, provided that, where the issue and allotment of the said Equity Shares is pending on account of pendency of any approval by any Regulatory Authority (including, but not limited to the National Stock Exchange of India Limited, BSE Limited, SEBI and/or RBI or the Government of India), the issue and allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals.

  • b) The Equity Shares to be issued and allotted to the Proposed Allottee 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, subject to the requirements of all the applicable laws and shall be subject to the provisions of the Memorandum of Association and the Articles of Association of the Company and the same shall be subject to lock-in for such period as may be prescribed under SEBI (ICDR) Regulations and any other applicable law for the time being in force.

  • c) The Equity Shares issued to the Proposed Allottee shall be listed and traded on the Stock Exchanges where the existing equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be.

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  • d) The Equity Shares so offered, issued and allotted to the Proposed Allottee (being the Seller), are being issued for consideration other than cash, towards discharge of the total purchase consideration payable for acquisition of the entire issued and paid-up share capital of target company by the Company from the Proposed Allottee.

  • e) The price determined above shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time.

  • f) The equity shares so offered, issued and allotted shall not exceed the number of Equity shares as approved herein above and no partly paid shares shall be issued and allotted.

  • g) The ‘Relevant Date’ for the purpose of determination of the floor price of the Equity Shares to be issued and allotted is Tuesday, July 22, 2025.

  • h) The equity shares so offered, issued and allotted is subject to Target Company not having sold any Equity Shares of the Company during 90 (ninety) trading days preceding the Relevant Date.

RESOLVED FURTHER THAT if the Proposed Allottee(s) fails to transfer equity capital held by them in Target Company to the Company or is found not eligible for the Preferential Allotment or approval of any Regulatory Authority, as may be required, is not received, the Company shall not allot any shares (i.e., the Subscription Shares) to the Proposed Allottee(s).

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 shareholders of the company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to make an offer to the Proposed Allottee through private placement offer letter in Form PAS-4 as prescribed under the Act after passing of this resolution with a stipulation that the allotment would be made only upon receipt of in-principle approval from the Stock Exchange(s) i.e., BSE Limited and National Stock Exchange of India Limited, and within the timelines prescribed under the applicable laws.

RESOLVED FURTHER THAT the Board (which term includes any Committee constituted or which may be constituted by the Board in this behalf) be and is hereby authorized to take all such actions and do all such acts, deeds, matters, things and finalise, sign, submit and deliver any applications, submissions, representations, undertakings and documents as it may, in its absolute discretion, deem necessary, desirable or expedient to the discharge of total consideration for the acquisition of target company, and to the creation, issue or allotment of Equity Shares and listing and trading thereof with the Stock Exchanges as appropriate, filing of requisite documents with the Registrar of Companies, the Ministry of Corporate Affairs, Reserve Bank of India, Depositories, relevant authorized dealer banks and/ or such other governmental, regulatory, statutory or judicial authorities/bodies and any other agencies and/or third persons, as may be necessary for the purpose, entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue, to decide and approve the other terms and conditions of the preferential issue of the Equity Shares, to vary, modify, revoke or alter any of the terms and conditions, subject to the provisions of the Act, SEBI (ICDR) Regulations, Foreign Exchange Management Act, 1999 and/or any other laws and regulations, and to resolve and settle all questions and difficulties that may arise in the proposed issue, offer and allotment, without being required to seek any further consent or approval of

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the shareholders’ or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution and the decision of the Board in relation to the foregoing shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of its powers conferred upon it by this Resolution, as it may deem fit in its absolute discretion, to any director(s), committee(s), executive(s), officer(s), company secretary or authorized signatory(ies) to give effect to this Resolution, including execution of any documents on behalf of the Company and to represent the Company before any governmental or regulatory authorities and to appoint any professional advisors, bankers, consultants, advocates and advisors to give effect to this Resolution and further to take all other steps which may be incidental, consequential, relevant or ancillary in this regard.

RESOLVED FURTHER THAT all actions taken by the Board or Committee(s) duly constituted for this purpose in connection with any matter referred to above or contemplated in the foregoing resolution are hereby approved, ratified and confirmed in all respects.”

Item No. 2 -To approve the variation in the objects of the rights issue:

To consider and, if thought fit, to pass with or without modifications the following resolution as a Special Resolution:

“RESOLVED THAT with reference to the letter of offer of the Company dated April 8, 2022 pursuant to which the Company has issued and allotted partly paid equity shares of the Company to its shareholders on a rights basis (Rights Issue), and pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, (including any statutory modifications or re-enactment thereof, for the time being in force), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and any other applicable rules, regulations, guidelines, clarifications, circulars and notifications issued by or the Securities Exchange Board of India and in accordance with the provisions of the Memorandum of Association and the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to approve the change in objects of the rights issue proceeds to the extent, as set out in this resolution:

Disclosure in the Letter of Offer vis-à-vis utilization of Issue Proceeds and Special Resolution passed through postal ballot on 7[th] June 2025.

a. Identified Investment to include Investments made in Aurum Analytica Private Limited, NestAway Technologies Private Limited, YieldWiseX Technologies Private Limited, and Bondsbrain Technologies Private Limited through equity/loan/ line of credit / convertible note, etc., b. repayment of loan and interest thereon separately taken by the Company and utilised for the Identified Investment. a. The unutilized amount of objects in Product Development and Product Marketing be

Variation/Addition in the objects

In addition to the entities included in the Identified Investment a. to further include the following entities: NestAway PropTech MENA LLC, UAE, Monk Tech Ventures Private Limited, Liv Real Solution Private Limited and PropTiger Marketing Services Private Limited through equity/loan/ line of credit / convertible note, etc. b. repayment of loan and interest thereon separately taken by the Company and utilised for the Identified Investment.

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utilized for the purpose mentioned in the The unutilised amount in the Identified Identified Investment b. repayment of loan and Investments may be utilised for the Companies in interest thereon separately taken by the such manner as may be determined by the Board. Company and utilised for the Product Development and Product Marketing.

RESOLVED FURTHER THAT for the purpose of giving effect to these resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion, deem necessary to comply with the applicable provisions of the Companies Act, 2013 and rules made there under for the time being in force or and any modification or changes implemented during the course of the desirable including without limitation, to make modifications, changes, variations, alterations or revisions in the matters relating to acquisitions and strategic initiatives as it may deem fit, seek requisites approvals from the appropriate authorities, appoint consultants, advisors and other agencies.

RESOLVED FURTHER THAT a copy of the above resolution, certified by any director or the Company Secretary of the Company, be forwarded to all concerned authorities, agencies or parties for necessary action from time to time”.

By order of the Board For Aurum PropTech Limited

Sonia Digitally signed by Sonia Hitesh Hitesh Jain Jain Date: 2025.07.30 20:32:02 +05'30'

Sonia Jain Company Secretary

Date: 23.07.2025 Place: Navi Mumbai Registered office: Aurum Q1, Q Parc, Navi Mumbai 400710, Maharashtra, India Website: https://aurumproptech.in/ E-mail: [email protected] Tel No.: +91-2269111800 CIN: L72300MH2013PLC244874

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NOTES:

  1. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 (“ Act ”), in respect of the special business mentioned in Notice is annexed hereto.

  2. General instructions for accessing and participating in the EGM through VC/ OAVM facility and voting through electronic means including remote e-voting:

  3. a) The Ministry of Corporate Affairs (“ MCA ”) has, vide its circular dated December 28, 2022, read together with circulars dated April 8, 2020, April 13, 2020, May 5, 2020, June 15, 2020, September 28, 2020, December 31, 2020, January 13, 2021, June 23, 2021, December 8, 2021, December 14, 2021, May 5, 2022, September 25, 2023 and September 19, 2024 (collectively referred to as “ MCA Circulars ”), permitted convening the Extra-ordinary General Meeting (“ EGM ” / “ Meeting ”) through Video Conferencing (“ VC ”) or Other Audio Visual Means (“ OAVM ”), without physical presence of the members at a common venue. Further, Securities and Exchange Board of India (“ SEBI ”) vide its Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024, and all the other applicable circulars issued in this regard (“ SEBI Circulars ”), has provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”). In accordance with the MCA Circulars, SEBI Circulars, applicable provisions of the Act read with rules made thereunder and the SEBI Listing Regulations, the EGM of the Company is being held through VC/OAVM. The deemed venue for the EGM shall be the Registered Office of the Company.

  4. b) Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e- voting.

  5. c) Since the EGM is held through VC/OAVM facility, the road map is not annexed in the Notice.

Dispatch of EGM Notice through Electronic mode

  • d) In line with the MCA Circular No. 17/2020 dated April 13, 2020 and SEBI Circulars, Notice of the EGM is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories/ Depository Participants. Notice of the EGM will also be made available on the website of the Company at https://aurumproptech.in/, 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 website of NSDL (agency for providing the Remote e-voting facility) i.e. https://www.evoting.nsdl.com.

  • e) The notice of the EGM will be dispatched electronically to the members whose names appear in the Register of Members / Beneficial Owners as on Friday, July 25, 2025.

  • f) Members who have not registered their e-mail address with the Company / Depository /Depository Participant are requested to register their e-mail address by clicking on the below link and follow the registration process as guided there at: https://ris.kfintech.com/email_registration/. In case of any queries, members may write to [email protected].

  • g) As the EGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the EGM, the members are encouraged to send their questions in advance mentioning their name, demat account number/folio number, e-mail ID, mobile number [email protected]. Questions received by the Company till 5:00 p.m. on Tuesday, August 19, 2025 shall only be considered and responded during the EGM.

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  1. The members of the Company, holding shares in physical form or in dematerialized form, as on the cut-off/record date Wednesday, August 13, 2025 may cast their vote through remote e- voting or voting at the EGM.

  2. The voting rights of members shall be in proportion to the number of shares held by the members as on the cut-off/record date being Wednesday, August 13, 2025.

  3. A person holding shares in physical form and non-individual shareholders who acquires shares of the Company and becomes member of the Company after dispatch of EGM Notice via e- mail and holding shares as of the cut-off/record date i.e. Wednesday, August 13, 2025 may obtain the User ID and Password by sending a request at [email protected]. However, if he / she is already registered with NSDL for remote e-voting then he/she can use his / her existing user ID and password for casting the vote. If you forgot your password, you can reset your password by using the “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll-free no. 1800 1020 990 and 1800 22 44 30.

  4. In case of individual shareholders holding securities in demat mode who acquires shares of the Company and becomes a member of the Company after sending of the Notice and holding shares as of the cut-off/record date i.e. Wednesday, August 13, 2025, may follow steps mentioned in the Notice of the EGM under “Access to NSDL e-voting system”.

  5. A person who is not a member as on the cut-off date should treat this Notice for information purposes only.

  6. In the case of joint holders, the member whose name appears as the first holder in the order of names as per the register of members of the Company will be entitled to vote at the EGM.

  7. Members who have cast their votes by remote e-voting prior to the EGM may also attend/participate in the EGM through VC / OAVM but shall not be entitled to cast their vote again.

  8. Mr. Ainesh Jethwa, practicing company secretary, has been appointed as Scrutinizer to scrutinize the remote e-voting process and e-voting at the EGM in a fair and transparent manner.

11. INSPECTION OF DOCUMENTS

  • a. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, Certificate of a practicing company secretary certifying that the proposed preferential issue is in accordance with the requirements of SEBI (ICDR) regulations and all documents, certificates and reports as mentioned in the resolution and/ or explanatory statement, are available for inspection through electronic mode, up to the date of EGM.

  • b. Members seeking any information with regard to matter to be considered at EGM are requested to write to the Company on or before Tuesday, August 19, 2025, by sending an email at [email protected]

  • Pursuant to the provisions of Section 72 of the Act read with the rules made thereunder, the members holding shares in single name may avail the facility of nomination in respect of shares held by them. Members holding shares in physical form may avail this facility by sending a nomination in the prescribed Form No. SH-13, to the Registrar & Share Transfer Agent. Members holding shares in electronic form may contact their respective Depository Participant(s) to avail this facility.

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  1. Members may note that, mandated by SEBI, securities of listed companies can be transferred only in dematerialised form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialised form.

  2. SEBI has mandated submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in dematerialized form are, therefore, requested to submit their PAN to their depository participants. Members holding shares in physical form are required to furnish PAN to the Registrar & Share Transfer Agent.

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

  1. The members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the EGM 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.

  2. Institutional/ Corporate members are encouraged to attend and vote at the EGM through VC/OAVM. Institutional / Corporate members intending to authorize their representatives to attend and vote at the EGM are required to send a certified scanned copy (pdf/jpeg format) of the Board Resolution/authority letter, with the attested to the Scrutinizer by e-mail to Mr. Ainesh Jethwa at [email protected] with a copy marked to [email protected].

  3. 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 Act.

  4. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations (as amended) and the MCA Circulars, 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 voting on the day of the EGM will be provided by NSDL.

  5. Members who would like to express their views or ask questions during the EGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at [email protected] from Friday, August 15, 2025 (9:00 a.m. IST) to Tuesday, August 19, 2025 (5:00 p.m. IST). The same will be replied by the company suitably.

  6. Those members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM.

  7. In line with the MCA Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at https://www.aurumproptech.in/investor/general-meeting. 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

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available on the website of NSDL (agency for providing the Remote e-voting facility) i.e. www.evoting.nsdl.com.

  1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-voting system. Members may access by following the steps mentioned above for Access to NSDL e-voting system . After successful login, you can see link of “VC/OAVM 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 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.

  2. Members are encouraged to join the EGM through laptops for better experience.

  3. Further, members will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting.

  4. 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.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:

The remote e-voting period begins on Monday, August 18, 2025 at 9:00 A.M. and ends on Wednesday, August 20, 2025 at 5:00 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. Wednesday, August 13, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paidup equity share capital of the Company as on the cut-off date, being Wednesday, August 13, 2025.

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

- A) Login method for e Voting and joining virtual meeting 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:

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----- Start of picture text -----

Type of shareholders Login Method
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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:
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. For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You
will have to enter your 8-digit DP ID,8-digit Client Id, PAN No.,
Verification code and generate OTP. Enter the OTP received on registered
email id/mobile number and click on login. After successful

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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.

  1. Existing IDeAS user 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 or eVoting service provider i.e. NSDL and you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  2. 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

  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 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.

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

==> picture [188 x 110] intentionally omitted <==

10

Individual
Shareholders holding
securities in demat
mode with CDSL
1.
2.
3.
4.
Users who have opted for CDSL Easi / Easiest facility, can login through their
existing user id and password. Option will be made available to reach e-Voting
page without any further authentication. The users to login Easi /Easiest are
requested to visit CDSL website www.cdslindia.com and click on login icon
& New System Myeasi Tab and then user your existing my easi username &
password.
After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to access
the system of all e-Voting Service Providers, so that the user can visit the e-
Voting service providers’ website directly.
If the user is not registered for Easi/Easiest, option to register is available at
CDSL websitewww.cdslindia.com and click on login & New System Myeasi
Tab and then click on registration option.
Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page. The system will authenticate the user by
sending OTP on registered Mobile & Email as recorded in the Demat Account.
After successful authentication, user will be able to see the e-Voting option
where the evoting is in progress and also able to directly access the system of
all e-VotingService Providers.
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. upon
logging in, you will be able to see e-Voting option. Click on e-Voting option, you
will be redirected to NSDL/CDSL Depository site after successful authentication,
wherein you can see e-Voting feature. Click on company name or e-Voting service
provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.

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

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 [email protected] or call at
022-4886 7000
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
[email protected] or contact at toll free no.
1800-21-09911

11

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

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

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

  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

then
your
user
ID
is
IN300
12**.
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
  1. Password details for shareholders other than Individual shareholders are given below:

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

  3. 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.

  4. 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’.

12

  - (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:

  2. 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.

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

  4. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

  6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

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

  8. 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?

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

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

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

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

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

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

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

General Guidelines for Shareholders

  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 Ainesh Jethwa [email protected] with a copy marked to [email protected]. 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.

  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

13

www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Pallavi Mhatre, Senior Manager, NSDL at [email protected].

Process for those shareholders whose e-mail 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 [email protected].

  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 (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. 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.

  3. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

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

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

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

  2. 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.

  3. 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.

  4. 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.

EVOTING RESULTS

The results of e-voting and ballot shall be declared not later than 2 (two) working days after the conclusion of EGM. The declared results along with Scrutinizer’s Report shall be placed on the website of the Company at https://aurumproptech.in/ and on the website of NSDL at https://www.evoting.nsdl.com. The results shall also be communicated to the Stock Exchanges on which shares of the Company are listed. Subject to receipt of requisite number of votes, resolutions set out in the notice will be deemed to be passed on the date of EGM.

IEPF RELATED INFORMATION

Members who wish to claim dividends that remain unclaimed/ unpaid are requested to write to the Company’s Registrar & Share Transfer Agent or the Company Secretary, at the Company’s Registered Office. Members are requested to note that dividends that are not claimed or remain unpaid for 7 (seven) years from the date of transfer to the Company’s unpaid dividend account will be transferred to the Investor Education and Protection Fund (IEPF). Further, equity shares in respect whereof dividend

14

remains unclaimed / unpaid for 7 (seven) consecutive years will also be transferred to the IEPF as per Section 124 of the Act read with rules notified thereunder, as may be amended from time to time.

15

EXPLANATORY STATEMENT

(Pursuant to section 102 of the Act and Regulation 163 (1) of the SEBI (ICDR) Regulations)

Item No. 1- To consider and approve the acquisition of 100% stake in PropTiger Marketing Services Private Limited by way of Preferential Issue of equity shares of the Company:

The Board of Directors (“ Board ”) of Aurum PropTech Limited (“ Company ”) at its meeting held on Wednesday, July 23, 2025, approved the acquisition of 100% (one hundred percent) stake in PropTiger Marketing Services Private Limited (“ Target Company ”). This acquisition comprises an aggregate of 774,587 (Seven Lakh Seventy Four Thousand Five Hundred Eighty Seven) equity shares of face value INR 10/- (Indian Rupees Ten only) each, from the existing shareholder of the Target Company, namely, REA India Pte Limited (including its nominee) (“ Proposed Allottee ”), by way of issuance of 42,42,537 (Forty Two Lakhs Forty Two Thousand Five Hundred and Thirty Seven) fully paid up equity shares of face value INR 5/- (Indian Rupees Five Only) each of the Company, at an issue price of INR 203.769584/- per Equity Share (including a premium of INR 198.7696/-). The issue price is determined pursuant to Chapter V of the SEBI (ICDR) Regulation (aggregating to the total consideration of INR 86,45,00,000/- (Indian Rupees Eighty-Six Crore Forty-Five Lakhs only) (“ Purchase Consideration ”) subject to approval of the shareholders (“ Proposed Transaction ”).

Consequent to the discharge of the Purchase Consideration, the Target Company will become a wholly owned subsidiary of the Company.

The overview, object and impact of acquisition including the rationale & justification of total Purchase Consideration are as follows:

a. Overview of Target Company’s Business:

The Target Company is, inter-alia , engaged in the business of providing brokerage services to developers for housing properties.

b. Object and Impact of Acquisition/key rationale for Proposed Transaction:

The Company proposes to issue shares to REA India Pte Limited as a full consideration towards the discharge of consideration payable for the acquisition of 100% issued and paid-up share capital of PropTiger Marketing Services Private Limited.

The Proposed Acquisition of the Target Company is in the best interest of the Company and its shareholders, as it would deepen the Company’s existing proptech ecosystem.

c. Justification for arriving at total Purchase Consideration:

The total Purchase Consideration for the acquisition of 100% (Hundred percent) stake in the Target Company and issue price of the equity shares to be allotted on the preferential basis have been determined based on the valuation report provided by Nishant Soni & Associates, Chartered Accountants, also keeping in consideration the floor price of INR 203.769584/- as determined in terms of Regulation 164(1) of the SEBI (ICDR) Regulations.

16

The Board approved and recommended that it would be more strategic to use an equity swap to finance the purchase consideration rather than utilizing cash or debt facilities for the Proposed Acquisition.

The proposed preferential issue and allotment of equity shares represent 5.5% of the Company’s post issue paid-up equity share capital. Consequently, this will not lead to any change in the management or control of the Company.

Information required in respect of the proposed issue of equity shares pursuant to the applicable provisions of the Act read with applicable rules made there under and SEBI (ICDR) Regulations is as under:

1. Object of the preferential issue:

The Company proposes to issue shares to REA India Pte Limited by way of preferential issue to discharge of the total consideration payable for the acquisition of 100% of the ordinary share capital of PropTiger Marketing Services Private Limited (“Target Company”) from REA India Pte Limited (“Proposed Allottee”).

For further details, please refer to Item No. 1 in the explanatory statement attached to this Notice.

2. Particulars of the offer including date of passing of the board resolution, kind of securities offered, maximum number of securities to be issued and the issue price:

The Board of directors in its meeting held on Wednesday, July 23, 2025, subject to necessary approval(s), has approved the preferential issue of 42,42,537 (Forty Two Lakhs Forty Two Thousand Five Hundred and Thirty Seven) fully paid up equity shares of the Company having a face value INR 5/- (Indian Rupees Five Only) each of the Company at an issue price of INR 203.769584/- per Equity Share (including a premium of INR 198.7696/-) which is not less than the price determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 to REA India Pte Limited towards discharge of the total Purchase Consideration payable for the acquisition of 100% (hundred percent) stake in Target Company from REA India Pte Limited, Singapore.

The pricing for the proposed allotment of Equity Shares by way of a preferential issue on a private placement basis is in accordance with the terms of the SEBI (ICDR) Regulations and other applicable laws.

3. Basis on which the price has been arrived:

The equity shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited (“ Stock Exchanges ”). In accordance with the SEBI (ICDR) Regulations, the equity shares of the Company are frequently traded on the above Stock Exchanges.

For the purpose of computation of the price per equity share, the National Stock Exchange of India Limited is the Stock Exchange that has higher trading volume for the relevant period and accordingly, the same has been considered.

17

In terms of the Regulation 164(1) of SEBI (ICDR) Regulations, the price at which Equity Shares shall be allotted shall not be less than higher of the following:

  • a. Volume weighted average price of the equity shares of the Company quoted on the Stock Exchange, during the 90 trading days preceding the Relevant Date; or

  • b. Volume weighted average price of the equity shares of the Company quoted on the Stock Exchange, during the 10 trading days preceding the Relevant Date.

Provided that if the articles of association of the issuer provide for a method of determination, which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue. – Not applicable as articles of association of the Company does not provide for any particular method of determination of the issue price.

Further, as per Regulation 163(3) of the SEBI (ICDR) Regulations, specified securities may be issued on a preferential basis for consideration other than cash, provided that consideration other than cash shall comprise only swap of shares pursuant to a valuation report by an independent registered valuer, which shall be submitted to the Stock Exchanges where the equity shares of the issuer are listed.

Furthermore, as per the Regulation 166A of the SEBI (ICDR) Regulations, any preferential issue, which may result in a change in control or allotment of more than 5% (five per cent) of the post issue fully diluted share capital of the issuer, to an allottee or to allottee(s) acting in concert, shall require a valuation report from an independent registered valuer and consider the same for determining the price.

In accordance with the SEBI (ICDR) Regulations, the price of the Equity Shares to be allotted to the Proposed Allottee has been determined taking into account valuation report dated July 22, 2025 issued by Nishant Soni & Associates, Chartered Accountants, a Registered Valuer (IBBI Registered Valuer Number IBBI/RV/06/2019/10745), having address at Unit No. 122, 1st Floor, Nahar and Seth Estate, Cardinal Gracious Road, Chakala, Andheri (E), Mumbai - 400 099. The valuation report shall be available for inspection by the members and the same may be accessed on the Company's website at the link https://www.aurumproptech.in/.

  • Volume weighted average price of the equity shares of the Company quoted on NSE, during the 90 trading days preceding the Relevant Date, i.e., INR 203.769584/- per equity share; or Volume weighted average price of the equity shares of the Company quoted on NSE, during the 10 trading days preceding the Relevant Date, i.e., INR 196.97 per equity share.

Accordingly, the Equity Shares shall be issued at an issue price of INR 203.769584/- per Equity Share (including a premium of INR 198.7696/-) which is higher than the issue price as determined as per the SEBI (ICDR) Regulations.

The Company has also obtained a valuation report dated July 22, 2025 from Galactico Corporate Services Limited, an independent SEBI registered merchant banker (with SEBI Registration No. INM000012519), for determining the swap ratio as required under the Foreign Exchange Management Act, 1999, as amended from time to time, and rules, directions, circulars, notifications, regulations and guidelines issued thereunder (“FEMA”).

18

4. Name and address of the valuer who performed the valuation:

The valuation for issuance of Equity shares on Preferential Basis was performed by Nishant Soni & Associates, Chartered Accountants, an independent registered valuer having registration No. IBBI/RV/06/2019/10745 and address at Unit No. 122, 1st Floor, Nahar and Seth Estate, Cardinal Gracious Road, Chakala, Andheri (E), Mumbai - 400 099.

The issue price has been determined basis the:

  • (i) fair equity share swap ratio for the Proposed Transaction, as per the valuation report dated July 22, 2025 issued by Nishant Soni & Associates, Chartered Accountants.

  • (ii)pricing certificate dated July 22, 2025 issued by M/s. Maurya & Associates, Practicing Company Secretaries, certifying compliance with the floor price for the proposed preferential issue of the Company, based on the pricing formula prescribed under Regulation 164 of Chapter V of SEBI (ICDR) Regulations.

5. Relevant Date:

The Relevant Date for the determination of issue price of Equity Shares in accordance with SEBI (ICDR) Regulations is Tuesday, July 22, 2025, being the date 30 (thirty) days prior to the date of Extra-Ordinary General Meeting, which is Thursday, August 21, 2025.

6. Amount which the Company intends to raise by way of such securities/ size of the issue:

Not applicable. The issue of Equity Shares is for non-cash consideration.

7. Principal terms of assets charged as securities:

Not applicable.

8. The class or classes of person to whom allotment is proposed to be made and the current and post allotment status of the Proposed Allottees:

The Preferential Issue is proposed to be made to REA India Pte Limited, Singapore. Currently, the Proposed Allottee does not hold any shares in the Company, and is neither a promoter nor part of the Promoter Group of the Company, and post allotment shall be categorized under the Public Category.

9. Intention of the promoters, promoter group, directors or key managerial personnel or senior management of the Company to subscribe to the offer:

None of promoters, promoter group, directors or key managerial personnel or senior management of the Company intends to subscribe to the Equity Shares pursuant to aforementioned issuance of Equity Shares on a preferential basis.

10. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects:

Not Applicable

19

11. Shareholding Pattern before and after the issue:

==> picture [461 x 577] intentionally omitted <==

----- Start of picture text -----

Pre-issue Post-issue
No of % No of %
shares held of shareholding shares held of shareholding
Promoters and Promoter &
A
Group Holding
Aurum RealEstate Developers
1 36032859 49.81 36032859 47.04
Limited- Promoter
Aurum Ventures Private Limited-
2 0 0 0 0
Promoter Group
Aurum Girnar Private Limited-
3 0 0 0 0
Promoter Group
Aurum Goa Ventures LLP-
4 0 0 0 0
Promoter Group
Aurum Platz (Goregaon) Private
5
Limited- Promoter Group 0 0 0 0
Sub Total (A) 36032859 49.81 36032859 47.04
B Non-Promoter Shareholding
1 MUTUAL FUNDS 1600 0.00 1600 0.002
2 FOREIGN PORTFOLIO - CORP 275377 0.38 275377 0.359
FOREIGN INSTITUTIONAL
3
INVESTORS 1600 0.00 1600 0.002
4 TRUSTS 5125 0.01 5125 0.007
5 RESIDENT INDIVIDUALS 23277777 32.18 23277777 30.387
KEY MANAGEMENT
6
PERSONNEL 44460 0.06 44460 0.058
OVERSEAS CORPORATE
7
BODIES 200 0.00 4242737 5.538
8 EMPLOYEES 361132 0.50 380482 0.497
9 NON-RESIDENT INDIANS 434819 0.60 434819 0.568
10 CLEARING MEMBERS 3847 0.01 3847 0.005
11 BANKS 415 0.00 415 0.001
12 DIRECTORS 210646 0.29 210646 0.275
NON RESIDENT INDIAN NON
13
REPATRIABLE 889723 1.23 889723 1.161
14 BODIES CORPORATES 9369984 12.95 9369984 12.231
15 NBFC 350 0.00 350 0.000
DIRECTORS AND THEIR
16
RELATIVES 9460 0.01 9460 0.012
17 H U F 1423649 1.97 1423649 1.858
18 FOREIGN NATIONALS 466 0.00 466 0.001
Sub Total (B) 36310630 50.19 40572517 52.96
Grand Total (A+B) 72343489 100 76605376 100
----- End of picture text -----*

*The pre-issue shareholding pattern is as on June 30, 2025 .

20

12. Proposed time limit within which the issue or allotment shall be completed:

Pursuant to the requirements of SEBI (ICDR) Regulations, as amended from time to time, the allotment of the Equity Shares of the Company to the Proposed Allottee as aforesaid on or before the expiry of 15 days (fifteen) days from the later of (i) date of receipt of requisite shareholders’ approval; or (ii) date of receipt of last of the approvals/ permission required for such allotment from any regulatory authority including the in-principle approval of the Stock Exchanges for issuance of the Subscription Shares.

13. Identity of proposed allottees (including natural persons who are the ultimate beneficial owners of equity shares proposed to be allotted and/or who ultimately control), the percentage (%) of Post Preferential Issue Capital that may be held by them and Change in Control, if any, consequent to the Preferential Issue:

The preferential issue is proposed to be made to REA India Pte Limited who (along with its nominee) is the legal and beneficial owner of 100% (hundred percent) of the total paid-up capital of the Target Company.

Sr.
No.
Identity of the
proposed
Category Pre-issue
Shareholding
Post
issue
Shareholding
Post
issue
Shareholding
Ultimate
Beneficial
preferential
allottees
No. of
shares
% Owners
1. REA India Pte
Limited
Non-
Promoter
NIL 42,42,537 5.5 Not Applicable
since
the
ultimate holding
company of the
proposed
allottee
is
a
listed entity at
New
York
Stock Exchange

There shall be no change in the management or control over the Company pursuant to the proposed preferential issue of Equity Shares. The preferential issue does not attract an obligation to make an open offer for Equity Shares of the Company under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

14. Undertakings as to re-computation of price and lock-in of specified securities:

As the equity shares of the Company are frequently traded and have been listed for a period of more than 90 (ninety) trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI (ICDR) Regulations governing re-computation of the price of Equity Shares shall not be applicable, and therefore, the Company is not required to submit the undertakings specified under the relevant provisions of the SEBI (ICDR) Regulations.

21

However, the company shall re-compute the price of the Subscription shares to be allotted under the preferential allotment in terms of the provisions of SEBI (ICDR) Regulations, if it is required to do so. If the amount payable on account of the re-computation of price is not paid within the time stipulated in 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.

15. Lock-in period:

The proposed allotment of Equity Shares on a preferential basis shall be subject to a lock-in as provided in Regulation 167(2) of the SEBI (ICDR) Regulations. The proposed allottee does not hold any equity share of the Company prior to the date of this Notice. Hence, lock-in of preallotment holding is not applicable.

16. Current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter:

Currently, the Proposed Allottee does not hold any shares in the Company and is neither a promoter nor form part of the Promoter Group of the Company. Upon allotment of the Equity Shares to the Proposed Allottee, the Proposed Allottee will be categorized as a public shareholder of the Company.

17. Listing:

The Company will make an application to the Stock Exchanges at which the existing equity shares are presently listed, for listing of the Equity Shares that will be issued on a preferential basis. Upon allotment of the Equity Shares to the Proposed Allottee, the Equity Shares shall rank pari passu with the then existing equity shares of the Company, in all respects, including voting rights and dividend.

18. Certificate of a Practicing Company Secretary:

The Company has obtained a certificate dated July 22, 2025 from M/s. Maurya & Associates, Company Secretaries in Whole-time Practice certifying that the proposed preferential issue of the Equity Shares is being made in accordance with the requirements contained in the SEBI (ICDR) Regulations for Preferential Issues. A copy of the aforementioned certificate shall be made available for inspection by the members during the voting period and is also hosted on website of the Company at https://aurumproptech.in/.

19. 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:

Nil

20. Undertaking:

The Company is and post preferential issue, would be in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the BSE Limited and the National Stock Exchange of India Limited, and the SEBI Listing Regulations, and any circular or notification issued by SEBI.

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21. Other Disclosures:

  • (i) The Company is eligible to make the preferential issue under Chapter V of the ICDR Regulations.

  • (ii) The proposed preferential issue is not being made to any body corporate incorporated in, or a national of a country which shares a land border with India.

  • (iii) The Company has obtained the permanent account number (PAN) of the Proposed Allottee, before an application seeking in-principle approval is made by the Company to the Stock Exchanges where its equity shares are listed.

  • (iv) The Company shall be making application seeking in-principle approval to the Stock Exchange, where its equity shares are listed, on the same day when this Notice will be sent in respect of the general meeting seeking shareholders’ approval by way of special resolution.

  • (v) None of the promoters and directors of the Company nor the Company is categorized as wilful defaulters or fraudulent borrower by any bank(s) or financial institution(s) or any consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI (ICDR) Regulations are not applicable.

  • (vi) The Board, in its meeting held on Wednesday, July 23, 2025 has approved the issue of Equity Shares on preferential basis to the Proposed Allottee in the manner stated hereinabove, subject to the approval of members.

  • (vii) There are no outstanding dues of the Company payable towards SEBI, Stock Exchanges or the depositories as on the date of this Notice.

  • (viii) None of the directors or promoters of the Company is a fugitive economic offender as defined under the SEBI (ICDR) Regulations.

  • (ix) The Proposed Allottee has not sold any equity shares of the Company during the 90 (ninety) trading days preceding the Relevant date.

  • (x) The Company has no subsisting default in the redemption or payment of dividend on equity shares of the Company since the commencement of the Act.

  • (xi) The issue of the Equity Shares pursuant to the proposed preferential issue would be within the authorised share capital of the Company.

  • (xii) Given that the proposed preferential issue of the Equity Shares is for a non-cash consideration (being swap of the shares), and no proceeds will be generated from the proposed preferential issue, the requirement to appoint a monitoring agency under the provisions of Chapter V of the SEBI (ICDR) Regulations is not applicable.

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  • (xiii) This preferential issue is not ultra-vires to the provisions of the articles of association of the Company.

In accordance with the provisions of Sections 23, 42 and 62 of the Act, read with applicable rules thereto and relevant provisions of the SEBI (ICDR) Regulations, the approval of the shareholders of the Company for issue and allotment of the Equity Shares of the Company to the Proposed Allottees through preferential issue, is being sought by way of a Special Resolution as set out in this Notice.

The Board believes that the proposed preferential issue is in the best interest of the Company and its stakeholders and, therefore, recommends the Special Resolution, as set out in the accompanying Notice for approval by the members of the Company.

None of the Directors, Key Managerial Personnel and / or their relatives are, in any way, concerned or interested financially or otherwise, in the above resolution except for their shareholding in the Company.

Item No. 2- Approve the variation in the objects of the rights issue:

With reference to the letter of offer of the Company dated April 08, 2022 pursuant to which the Company has issued and allotted partly paid equity shares of the Company to its shareholders on a rights basis (Rights Issue) and the special resolution passed in the Annual General Meeting dated September 28, 2023, September 26, 2024 and postal ballot June 7, 2025.

The Net Proceeds from the Rights Issue were proposed to be utilized by the Company for the following objects:

  1. Development of PropTech products and services (Product Development);

  2. Marketing of PropTech products and services (Product Marketing);

  3. Identified Investments; and

  4. Funding inorganic growth initiatives and other general corporate purposes

Based on the incorporation/acquisition of various subsidiaries and the current business plan, in addition to the entities already included in the Identified Investment a. to further include the following entities: NestAway PropTech MENA LLC, UAE, Monk Tech Ventures Private Limited, Liv Real Solution Private Limited and PropTiger Marketing Services Private Limited through equity/loan/ line of credit / convertible note, etc. b. repayment of loan and interest thereon separately taken by the Company and utilised for the Identified Investment.

The unutilised amount in the Identified Investments may be utilised for the Companies in such manner as may be determined by the Board.

None of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly, except Mr. Kunal Karan and Srirang Athalye, are concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding, if any, in the Company.

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The Board recommends the Special Resolution set out in item no. 2 of the Notice for approval by the members.

By order of the Board For Aurum PropTech Limited Sonia Digitally signed by Sonia Hitesh Jain Hitesh Jain Date: 2025.07.30 20:32:30 +05'30' Sonia Jain Company Secretary

Date: 23.07.2025 Place: Navi Mumbai

Registered office: Aurum Q1, Q Parc, Navi Mumbai 400710, Maharashtra, India Website: https://aurumproptech.in/ E-mail: [email protected] Tel No.: +91-2269111800 CIN: L72300MH2013PLC244874

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