Aurum PropTech Limited has announced that the board of directors approved the merger of two wholly owned subsidiaries on March 2, 2026, as part of a strategic consolidation initiative to achieve operational synergies and administrative efficiencies.

Merger Details and Approval

The merger involves Aurum Softwares and Solutions Private Limited as the transferor company and Liv Real Solutions Private Limited as the transferee company. Both entities are wholly owned subsidiaries of Aurum PropTech Limited, and the merger received board approval from the respective companies on March 2, 2026.

Financial Performance and Business Areas

The two subsidiaries operate in complementary business segments with distinct financial profiles. Aurum Softwares and Solutions Private Limited focuses on software and information technology consultancy and investment advisory services, while Liv Real Solutions Private Limited operates in PropTech and real estate services.

Strategic Rationale and Regulatory Compliance

The merger aims to achieve operational synergies, administrative efficiencies, consolidation of resources, and rationalization of the group structure. The transaction is exempt from related party transaction regulations under Regulation 23(5)(c) of the SEBI Listing Regulations, as it involves two wholly owned subsidiaries.

The company has informed stock exchanges BSE and NSE under Regulation 30 of the SEBI Listing Regulations. The merger does not involve any cash consideration or share exchange ratio, and there will be no change in the shareholding pattern of Aurum PropTech Limited as the parent company is not a party to the merger.

Aurum PropTech Limited has encountered regulatory compliance issues regarding the deployment of its Rights Issue proceeds, according to the latest monitoring agency report for the quarter ended December 31, 2025. CARE Ratings Limited, serving as the appointed monitoring agency, has identified deviations from SEBI guidelines in the company's fund management practices.

SEBI Compliance Deviation Identified

The primary concern raised by CARE Ratings relates to the improper deployment of unutilized Rights Issue proceeds. As per SEBI (ICDR) Regulations, companies must park unutilized proceeds from Rights Issues only with scheduled commercial banks. However, as on December 31, 2025, Aurum PropTech had deployed Rs.57.56 crore in debt mutual fund schemes, which directly contravenes SEBI guidelines.

The monitoring agency noted that the Rights Issue Committee had approved investment of unutilized proceeds in fixed deposits and mutual funds through a board resolution dated March 05, 2024. Following the monitoring agency's observations, the company deployed the entire unutilized amount with scheduled commercial banks on January 23, 2026.

Rights Issue Progress and Utilization

The company's Rights Issue, originally sized at Rs.343.56 crore, has progressed through multiple phases including subscription, first call, and final call periods. The total net proceeds received stand at Rs.337.16 crore, with Rs.1.91 crore still pending from shareholders.

During the quarter ended December 31, 2025, the company utilized Rs.13.16 crore towards various stated objects, bringing the cumulative utilization to Rs.280.95 crore.

Object-wise Fund Deployment

The company has revised its original fund deployment plan through special resolutions, adjusting allocations across different business objectives:

The identified investments category saw the highest utilization during the quarter, with Rs.11.96 crore deployed in the form of loans to various entities including YieldWiseX Technologies Private Limited, NestAway Technologies Private Limited, Hello World Technologies Private Limited, and Monk Tech Ventures Private Limited.

Timeline Delays and Revisions

The monitoring agency noted that the company has exceeded its initial timelines for fund utilization as outlined in the Letter of Offer. However, these timelines have been revised through board resolutions dated January 18, 2024, and January 20, 2025. The latest revision extends the deployment schedule to fiscal years 2025-2026 and 2026-2027, citing changes in business operational needs.

Financial Performance Context

CARE Ratings highlighted that the company has incurred net losses over the last four years ended March 31, 2025, with losses continuing in the first half of FY26. This financial performance context adds significance to the proper deployment and monitoring of the Rights Issue proceeds.

The deviation range has been classified as 10-25% by the monitoring agency, reflecting the materiality of the compliance issue. The company's management has taken corrective action by moving the funds to scheduled commercial banks following the monitoring agency's observations.