Rollatainers Limited has convened its 1st Extra-Ordinary General Meeting (EGM) for the Financial Year 2026-27, scheduled for Monday, August 31, 2026, at 10:30 a.m. (IST) at its Registered Office located at Plot No. 73-74, Industrial Area-Phase III, Dharuhera, District Rewari, Haryana-123106. The meeting will seek shareholder approval on five significant agenda items, spanning capital restructuring, a preferential warrant issuance, board-level appointments, and expanded financial authorisations. The EGM notice was issued on August 07, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Share Capital Increase and Memorandum Amendment

The first item on the agenda proposes an increase in the company's Authorised Share Capital. The Board of Directors, at its meeting held on August 05, 2026, approved a proposal to raise the authorised capital from Rs. 65,00,00,000/- (Rupees Sixty Five Crores only) to Rs. 79,00,00,000/- (Rupees Seventy Nine Crores only), requiring shareholder approval by way of an Ordinary Resolution. The proposed restructuring involves the creation of additional capital and a consequential amendment to Clause V of the Memorandum of Association.

The key details of the proposed capital structure are as follows:

Preferential Issue of Convertible Equity Warrants

The second and most significant agenda item concerns the issuance of up to 35,87,44,394 (Thirty Five Crore Eighty Seven Lakhs Forty Four Thousand Three Hundred and Ninety Four) Convertible Equity Warrants on a preferential basis. Each warrant carries the right to subscribe to one fully paid-up equity share of face value Rs. 1/- each. The warrants are priced at Rs. 2.23/- (Rupees Two and Twenty Three Paisa only) per warrant, including a premium of Rs. 1.23/- per share, aggregating up to Rs. 80,00,00,000/- (Rupees Eighty Crores Only). The issue price was determined based on the 90 trading days volume weighted average price of equity shares on NSE preceding the Relevant Date of Friday, July 31, 2026, which was Rs. 2.23/-, being higher than the 10 trading days VWAP of Rs. 2.17/-. The proceeds are intended to be utilised towards acquisitions and investments in identified domestic companies within two years from receipt of consideration.

The proposed allottees and their respective warrant allocations are detailed below:

Key terms of the warrant issuance include a warrant subscription price equivalent to 25% of the issue price payable upfront, with the remaining 75% payable at the time of exercising the warrants. The warrants may be exercised into equity shares at any time within 18 months from the date of allotment. In the event the warrants are not exercised within this period, they shall lapse and the amount paid shall stand forfeited. Post full conversion, the promoter and promoter group holding is expected to stand at 48.92%, while public holding would be 51.08%, based on a post-issue paid-up capital of 60,88,74,394 shares. The company has confirmed there will be no change in control consequent to the preferential issue.

Board Appointments

The EGM also seeks shareholder approval for two board-level appointments. Item No. 3 proposes the appointment and regularisation of Mr. Sunil Kumar Sharma (DIN: 05305281) as Executive Director and Managing Director of the company for a period of five years, with effect from August 05, 2026 to August 04, 2031. Mr. Sharma holds a Software Diploma and Hardware Computer Diploma and brings 25 years of experience in supply chain management, warehouse management, and inventory control.

Item No. 4 proposes the appointment of Mr. Vipul Gupta (DIN: 09064133) as Non-Executive Independent Director for a second term of five consecutive years, with effect from August 05, 2026 to August 04, 2031. Mr. Gupta is an MBA in Finance from Shobhit University, Meerut, and has over 20 years of experience in accounts and finance. Both appointments require approval by way of Special Resolution.

Investment and Loan Authorisation Under Section 186

The fifth agenda item seeks member approval under Section 186 of the Companies Act, 2013, authorising the Board to make investments, extend loans, provide guarantees, and/or securities up to an aggregate limit of ₹1,000 crores (Rupees One Thousand Crores only) at any point of time, including amounts exceeding the prescribed statutory limits. This authorisation, if approved by Special Resolution, is intended to enable the company to undertake strategic investments and extend financial support to entities in a timely manner without requiring separate shareholder approval on each occasion.

E-Voting and Meeting Logistics

The company has fixed Monday, August 24, 2026 as the cut-off date for determining shareholder eligibility to cast votes electronically. Remote e-voting through CDSL will be available from Friday, August 28, 2026 (9:00 a.m. IST) to Sunday, August 30, 2026 (5:00 p.m. IST). M/s AASK & Associates LLP (LLPIN: AAD-2934) has been appointed as the Scrutinizer for the e-voting process. The EGM notice has been sent electronically to members whose email addresses are registered with the company or Depository Participants, and is also available on the company's website at www.rollatainers.in .

Rollatainers has issued a corrigendum to the outcome of its Board meeting held on August 5, 2026, correcting the details of the proposed preferential allotment of convertible equity warrants. The update, filed on August 6, 2026, revises the list of identified investors and expands the regulatory framework cited for the ₹80 crore fundraising exercise. The corrected data reveals that promoter group entities will receive a significantly larger portion of the warrants than previously disclosed, altering the dilution dynamics for existing shareholders pending approval at the Extraordinary General Meeting (EGM) on August 31, 2026.

The corrigendum clarifies that the company intends to issue up to 35,87,44,394 Convertible Equity Warrants, each with a face value of ₹1, priced at ₹2.23 per warrant. This price includes a premium of ₹1.23 per share, covering both the subscription and exercise prices. Each warrant is convertible into one fully paid-up equity share within 18 months of allotment. The issuance is structured in compliance with Sections 23, 42, and 62(1) of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, and the Companies (Share Capital and Debentures) Rules, 2014. It also adheres to Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations.

Revised Investor Participation

The most material change in the corrigendum is the updated list of 17 proposed allottees. While the total number of warrants remains unchanged, the distribution among promoter and non-promoter entities has been revised. Promoter group companies Amzen Financial Services Private Limited, Adritah Autoparts Private Limited, Excel Hosiery Private Limited, and MGR Investment Private Limited are now listed as key recipients. Non-promoter participants include Birbal Advisory Private Limited, Mahakram Developers Private Limited, and several individual investors.

*Post-issue holding is computed on a fully diluted basis assuming full conversion of warrants.

Governance and Regulatory Compliance

Alongside the capital raise correction, the Board’s earlier appointment of Vipul Gupta as an Additional Non-Executive and Independent Director for a five-year term, effective August 5, 2026, remains unchanged. Mr. Gupta, who holds DIN 09064133, brings over 15 years of finance experience to strengthen governance oversight. The shareholder approval for both the warrant issue and director appointment will be sought at the EGM scheduled for August 31, 2026, at 10:30 a.m. at the company’s registered office in Dharuhera, Haryana. The cut-off date for voting eligibility is August 24, 2026, with remote e-voting available from August 28 to August 30, 2026, via CDSL. AASK & Associates LLP has been appointed as the scrutinizer.

What the Numbers Show

The revision highlights a deeper reliance on promoter group funding than initially reported. With four promoter entities now accounting for approximately 27 crore warrants (over 75% of the total), the capital raise signals strong internal confidence but also concentrates future equity conversion risk within the promoter circle. The use of warrants rather than immediate equity allows Rollatainers to defer dilution while securing funds, though the fully diluted post-issue shareholding pattern indicates significant new entry for these entities. Shareholders must evaluate this revised concentration alongside the strategic rationale for the ₹80 crore infusion during the upcoming EGM.