Rollatainers Ltd

Key resolution details

• Special resolution to issue up to 35,87,44,394 convertible warrants on a preferential basis.
• Warrant price Rs 2.23 per warrant; aggregate value up to Rs 80 crore.
• Allottees include promoter group entities and identified non-promoter individuals.
• Warrants exercisable into equity shares; shares to be listed on BSE and NSE; pari-passu.
• Upfront warrant subscription 25%; remaining 75% on exercise.
• Warrants exercisable within 18 months from allotment.
• Pre-issue lock-in; post-issue holdings to be disclosed.
• Subject to ICDR regulations; Board may modify terms.
• Name replacement: Kamal Khera replaced by Kiran Khera for allottees.
• Corrigendum dated 24 Aug 2026; EGM on 31 Aug 2026 at Dharuhera.
• No change in control indicated for proposed allottees.
• Funds from warrant issue to be held in separate account and utilised after PAS-3.

Increase in authorised share capital

• Board approved increase in Authorised Share Capital from Rs 65,00,00,000 to Rs 79,00,00,000.
• Alteration of Memorandum of Association Clause V to reflect the new capital.
• Proposed authorised capital structure: 61,00,00,000 equity shares and 18,00,00,000 preference shares.
• Existing structure was 47,00,00,000 equity and 18,00,00,000 preference shares.
• Total authorised capital would be Rs 79 crore after the increase.
• Board meeting date: August 5, 2026.
• Increase is subject to approval by members at forthcoming General Meeting.
• No immediate issue of shares; increase expands capacity for future issuances.

Item 1: Authorised Capital Increase

• Ordinary resolution to increase Authorised Share Capital from ₹65 Cr to ₹79 Cr.
• Post-change, capital split becomes 61 Cr equity and 18 Cr preference shares.
• MOA Clause V substituted to reflect the new authorised capital.
• No director or KMP has personal interest beyond shareholding entitlements.

Item 2: Preferential Convertible Warrants

• Special resolution to issue up to 35,87,44,394 convertible warrants.
• Warrants priced at ₹2.23 each, including ₹1.23 premium.
• Warrants convert into equity shares; promoter group and selected non-promoters.
• Total issue size up to ₹80 Cr for acquisition-related objects.
• Allottees include promoter group entities and various non-promoters.
• Promoter group entities identified; current directors/promoters are not subscribing.
• Warrants and resulting equity to be issued in demat form; subject to ICDR regulations and listing.

Item 3: Sunil Kumar Sharma appointment

• Special resolution to appoint Sunil Kumar Sharma as Executive Director and MD.
• Term of five years from 5 Aug 2026 to 4 Aug 2031.
• Remuneration to be determined by the Board on the Nomination & Remuneration Committee's recommendation.
• In absence of profits, remuneration per Schedule V provisions.
• Subject to required approvals and signing documents.

Item 4: Vipul Gupta appointment

• Special resolution to appoint Vipul Gupta as Non-Executive Independent Director for five years.
• Term from 5 Aug 2026 to 4 Aug 2031; not liable to retire by rotation.
• Independence confirmed; consent and DIR-2/DIR-8 filings on record.
• Board authorized to execute appointment documents.

Item 5: Section 186 approvals

• Special resolution to authorize investments, loans, guarantees, and securities up to ₹1,000 Cr.
• Limit may cover investments in subsidiaries and associates.
• No director or KMP has interests beyond shareholding.

Meeting Details

• Date: 13 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited quarterly results with Limited Review Report for quarter ended June 30, 2026.

Other Notes

• Trading window closed till 48 hours after unaudited results release.

Dematerialisation processing and listing status

• Dematerialisation requests for the quarter ended June 2026 were processed and accepted/rejected by the RTA.
• Securities dematerialised have been listed on exchanges where the earlier issues are listed.
• Physical certificates were mutilated and cancelled after verification; depository name was substituted as owner within 15 days.

Key details

• Amit Sharma, Managing Director and Director, resigns from Rollatainers Ltd.
• Resignation effective at close of business on June 30, 2026.
• Reason for change: as per resignation letter.
• Will not continue in any other MD or Director role.
• No replacement or appointment details disclosed.
• No material relationships with other directors disclosed.
• Resignation letter enclosed as Annexure II.