Rotographics (India) Ltd has issued an addendum to the notice of its 51st Annual General Meeting (AGM), scheduled for August 6, 2026, to correct a material error in its proposal to shift the registered office. The Board of Directors clarified that the relocation from Connaught Place to Ghazipur involves moving between different Registrar of Companies (RoC) jurisdictions within Delhi, not within the same jurisdiction as previously disclosed. This correction necessitates a Special Resolution and Regional Director approval, altering the procedural requirements for shareholders.

The initial disclosure dated July 10, 2026, inadvertently stated that the office shift would occur within the jurisdiction of the same RoC. In its meeting on July 23, 2026, the Board approved the revised proposal, acknowledging the move from Shop No. 37 Shanker Market, Connaught Place, New Delhi-110001, to 138-139, Main Road, Ghazipur, Near Patparganj Container Depot/Near Bharat Petrol Pump, Delhi – 110096. This change in jurisdiction triggers specific compliance mandates under Section 12(5) of the Companies Act, 2013, and Rule 30 of the Companies (Incorporation) Rules, 2014.

Revised Procedural Requirements

The correction impacts the approval process for the relocation. Unlike a shift within the same RoC jurisdiction, which typically requires only an Ordinary Resolution, a change in RoC jurisdiction requires a Special Resolution passed by shareholders. Additionally, the company must obtain consent from the Regional Director of the Ministry of Corporate Affairs (MCA). The Board has authorized the Managing Director or Company Secretary to execute necessary documents and file forms with the RoC. Shrey Gupta, Managing Director, signed the regulatory filing on July 23, 2026.

Shareholder Implications

Shareholders must vote on this Special Resolution at the upcoming AGM. The addendum includes an Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, detailing the rationale for the move. The company confirmed that none of the Directors or Key Managerial Personnel have any financial interest in the resolution other than their shareholding. The addendum was submitted to BSE Limited in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

What the Numbers Show

The correction highlights a significant procedural divergence in corporate governance compliance. While the physical relocation remains unchanged, the legal classification of the move shifts from a routine administrative update to a statutory requirement involving higher shareholder consent thresholds and external regulatory oversight. This ensures that the change in RoC jurisdiction is properly documented and approved, maintaining transparency with stakeholders.

Rotographics (India) Limited has scheduled its 51st Annual General Meeting for August 6, 2026, via video conferencing. The meeting seeks shareholder approval for a stock split, an increase in authorised share capital, and a change of name to Novalum Materials Limited. The Register of Members will remain closed from July 27, 2026, to August 5, 2026, for the AGM.

The board approved the sub-division of equity shares from a face value of ₹10 each to ₹2 each, converting every existing share into five fully paid-up shares. Additionally, the company proposes to increase authorised share capital from ₹25 crore to ₹40 crore and raise borrowing limits up to ₹100 crore under Section 180(1)(c) of the Companies Act, 2013. These resolutions require shareholder approval via special or ordinary resolutions at the AGM.

In a strategic move, the board approved an investment to acquire up to 51% of the expanded paid-up equity share capital of Teneron Limited, a non-ferrous metal recycling company, for cash consideration. The transaction is classified as a related party transaction as the promoter group holds an interest in Teneron. The board also approved material related party transactions with Teneron Limited up to an aggregate amount of ₹250 crore for the financial year 2026-27.

The company reported a net profit of ₹87.81 lakh for the financial year ended March 31, 2026, a significant rise from ₹11.37 lakh in the previous year. Total revenue from operations surged to ₹4,121.64 lakh, compared to ₹80.73 lakh in FY25, driven primarily by sales. The company’s earnings per share (EPS) improved to ₹0.67 from ₹0.32 in the prior year.

Financial Highlights for FY26

Key Approvals