Rollatainers Ltd

AGM Details

• AGM date: 30 September 2026; time 9:30 AM IST; mode: physical at registered office.

Key Resolutions

• Item 4: Special resolution to acquire Satelite Forgings shares up to ₹100 crore from a related party.
• Addendum to AGM Notice incorporated Item 4.
• Related party shall not vote on the resolution.
• Addendum approved by board; AGM date unchanged.
• Valuation report by GN Fair Valuation submitted.

Material Related Party Transactions

• Related party: Satelite Forgings Private Limited; Indian entity with common ultimate owner.
• Nature: equity share acquisition; value up to ₹100 crore.
• Funding: internal accruals or issue of securities.
• Audit Committee approval considered; shareholder approval required.
• Valuation by GN Fair Valuation dated 31 July 2026.

Other Approvals

• Notice dispatched 7 September 2026 for AGM.
• Addendum to include Item 4 in AGM Notice.

Key approvals and notices

• Approved acquisition of Satelite Forgings Private Limited shares up to ₹100 crore, subject to shareholder approval.
• Addendum to AGM Notice approved, adding Item No. 4 for acquisition.
• 55th AGM scheduled for 30 September 2026 at 9:30 AM IST at Dharuhera.
• Notice dispatched to shareholders on 7 September 2026.
• RPT requires shareholder approval under SEBI LODR and Companies Act Section 186.
• Valuation report by GN Fair Valuation Private Limited dated 31 July 2026 submitted.
• Board authorized to execute agreements and documents to implement the acquisition.
• Explanatory statement noted on strategic rationale and related party considerations.

AGM Details

• 55th AGM on 30 Sep 2026 at 9:30 AM, at registered office; physical meeting.

Book Closure & Record Date

• Book closure from 24 Sep 2026 to 30 Sep 2026 (inclusive).
• Record date fixed as 23 Sep 2026 for e-voting eligibility.

E-voting Details

• Remote e-voting from 27 Sep 2026, 9:00 AM, to 29 Sep 2026, 5:00 PM IST.
• E-voting to be conducted through CDSL.

Financial performance

• Standalone revenue from operations: Rs 2.39 Lakhs and standalone loss after tax Rs 74.16 Lakhs.
• Consolidated total revenue: Rs 76.55 Lakhs; consolidated PAT: Rs 1,660.66 Lakhs.
• Exceptional item: gain on disposal of subsidiary and JV Rs 1,770.89 Lakhs.
• Total consolidated comprehensive income: Rs 1,656.81 Lakhs.
• No dividend recommended for FY2025-26.
• Auditors flag material going-concern uncertainty due to losses; management expects to continue.
• Standalone EPS (basic/diluted): Rs -0.03.

Capital structure & liquidity

• Equity share capital Rs 2,501.30 Lakhs; 25,01,30,000 shares issued.
• Authorised capital Rs 4,700 Lakhs (equity) and Rs 1,800 Lakhs (preference).
• Dematerialisation: 99.49% of shares in demat form.
• Gearing ratio 49.98%; net debt Rs 2,499.62 Lakhs.
• Cash and cash equivalents year-end Rs 2.98 Lakhs.
• Net cash from operating activities Standalone: Rs -4.73 Lakhs; Consolidated: Rs -74.24 Lakhs.

Business developments & outlook

• Disposal of RT Packaging Limited (subsidiary) completed on 13 November 2025; ceased to be subsidiary.
• Disposal of Rollatainers Toyo Machines Private Limited (JV) completed on 30 December 2025; ceased JV.
• Strategic outlook remains cautious with emphasis on efficiency, automation and cost discipline.
• No material acquisitions announced for FY2025-26.

Governance & leadership changes

• Board as at 31.03.2026: 6 directors; 1 Executive, 5 Non-Executive (4 Independent).
• Independent Woman Director: Ms. Rajiv Kapur Kanika Kapur appointed.
• Post-year-end changes: Amit Sharma resigned as MD on 30 June 2026; Shashikant Sharma resigned 31 July 2026.
• Vipul Gupta appointed Independent Director; Sunil Kumar Sharma appointed Executive Director & MD; Anshul Jolly appointed CFO (May 28, 2026).
• Secretarial audit by AASK & Associates LLP; noted qualifications; management indicated remedial actions.

Audit, risk management & controls

• Statutory auditor M/s Chatterjee & Chatterjee; unmodified opinion; no fraud reported.
• Provisional ED attachment order 09/2024; sub-judice; does not affect operations.
• Internal controls judged adequate; internal audit reports to Audit Committee.
• Delays in stock-exchange intimations noted in prior periods; penalties paid; compliance addressed.

Related party transactions & compliance

• Related party transactions with holding company WLD Investments Pvt Ltd approved for 2026-27; maximum Rs 100 crore per annum per category.
• Categories include sale, purchase, loan (with interest), technical consultancy fees, lease, and office/profit transfers.
• Related party transactions policy available on company website.

Investor communications & governance

• 55th AGM scheduled for 30 September 2026 at Registered Office.
• Remote e-voting: 27–29 September 2026; cut-off date 23 September 2026.
• Annual Report and notices available on www.rollatainers.in; listing on BSE and NSE; Demat ISIN INE927A01040.
• Quarterly results and investor updates published on stock exchanges and company website.

ESG, CSR & compliance

• CSR not applicable given thresholds; company not required to form CSR Committee.
• Whistle Blower Policy in place and disclosed on website.

AGM details

• Date and time: 30 September 2026 at 09:30 IST.
• Mode: physical AGM at Registered Office.
• Book closure: 24 September 2026 to 30 September 2026 (inclusive).

Key resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: Adopt consolidated financial statements for year ended 31 March 2026.
• Ordinary: Re-appoint Mrs. Aarti Jain as director, retiring by rotation.
• Ordinary: Approve related party transactions for 2026-27 with WLD Investments Private Limited.
• Maximum values: up to 100 crore per category for 2026-27.
• Board authorised to finalize terms, execute agreements, and file necessary documents.

Voting & outcomes

• Voting results not disclosed in this filing.

Resolution 1: Capital increase

• Ordinary resolution to increase authorised capital and amend MOA; promoter group not interested; passed.

Resolution 2: Convertible warrants

• Special resolution for up to 35,87,44,394 convertible equity warrants on preferential basis; promoter group not interested.

Resolution 3: Sunil Kumar Sharma appointment

• Ordinary resolution appointing Sunil Kumar Sharma as Executive Director and Managing Director.

Resolution 4: Vipul Gupta appointment

• Special resolution appoint Vipul Gupta as Non-Executive Independent Director.

Resolution 5: Section 186 investments

• Special resolution for approval under Section 186 to invest, loan, guarantee or securities beyond limits.