Key Resolutions and Financial Details
Item No. 1 - Enhancement of Investment and Loan Limits under Section 186
- Seeks approval to increase investment limit in securities of any body corporate to ₹1,200 crore (₹12,00,00,00,000)
- Seeks approval to increase aggregate outstanding limit for loans, guarantees, and securities to ₹800 crore (₹8,00,00,00,000)
- Board approved on July 16, 2026
- Requires special resolution under Section 186(3) of Companies Act, 2013
Item No. 2 - Acquisition of 100% Stake in Locon Solutions via Preferential Issue
- Acquisition of entire paid-up share capital of Locon Solutions Private Limited from REA India Pte Limited
- Purchase consideration: ₹458.06 crore (₹4,58,05,87,362)
- Acquisition includes: 6,28,79,827 equity shares (face value ₹1), 76,84,442 compulsorily convertible preference shares (face value ₹30), and 2,46,60,461 compulsorily convertible debentures (face value ₹1)
- Payment through issuance of 1,97,93,309 equity shares of Aurum PropTech at ₹231.421 per share (face value ₹5, premium ₹226.421)
- Issue price represents 24.90% dilution of post-issue paid-up capital
- Pre-issue promoter holding: 47.89% (3,67,48,355 shares)
- Post-issue promoter holding: 38.07% (3,67,48,355 shares)
- REA India's holding increases from 5.53% to 24.90%
- Relevant date for pricing: July 15, 2026
- Floor price calculation: 90-day VWAP ₹195.338, 10-day VWAP ₹231.421
- Valuation report by CA Jom Jose (IBBI/RV/06/2022/15019) dated July 15, 2026
- Allotment to be completed within 15 days of shareholder approval or regulatory approvals
- Lock-in period as per SEBI ICDR Regulations
Item No. 3 - Preferential Issue of Convertible Warrants to Promoter
- Issuance of 51,00,000 fully convertible warrants to Aurum RealEstate Developers Limited (promoter)
- Issue price: ₹231.421 per warrant (including premium ₹226.421)
- Total issue size: ₹118.02 crore (₹1,18,02,47,100)
- Each warrant convertible to 1 equity share of face value ₹5
- 25% payment upfront, balance 75% payable within 18 months of allotment
- Conversion period: 18 months from allotment
- Post-conversion promoter holding increases from 47.89% to 41.18%
- Proceeds utilization: ₹90 crore for subsidiaries' funding, ₹14 crore for strategic acquisitions, ₹14.02 crore for general corporate purposes
- Monitoring agency: Brickwork Ratings India Pvt. Ltd.
Item No. 4 - Alteration of Articles of Association
- Insertion of Article [10] providing tag-along rights to REA India Pte Limited
- REA gets right to sell shares proportionally if any promoter sells ≥5% stake through negotiated trade
- REA must hold at least 10% paid-up capital to exercise this right
- Selling promoter must give 15 days notice, REA has 10 days to exercise right
Dates and Regulatory References
- EGM Date: August 14, 2026 at 2:00 PM IST through VC/OAVM
- Record Date: August 7, 2026 for e-voting eligibility
- Remote e-voting period: August 10-13, 2026 (9:00 AM to 5:00 PM)
- Regulatory compliance: SEBI Listing Regulations, Companies Act 2013, SEBI ICDR Regulations 2018, FEMA
- Scrutinizer: Mr. Ainesh Jethwa, Practicing Company Secretary
Capital Structure Impact
- Pre-issue paid-up capital: 7,67,36,194 shares
- Post Locon acquisition: 9,65,29,503 shares (25.74% increase)
- Post warrant conversion: 10,16,29,503 shares (32.41% total increase from current)
- Authorized share capital sufficient for all issuances
Voting and Participation Details
- EGM conducted through video conferencing only
- No physical attendance or proxy facility
- Members can register as speakers between August 8-11, 2026
- Questions must be submitted by August 11, 2026 at 5:00 PM
- NSDL provides e-voting platform
Documents Available for Inspection
- Register of Directors and KMP shareholding
- Register of contracts with director interests
- Valuation reports and certificates
- Monitoring agency agreement
- Existing and proposed articles of association
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