Rollatainters Ltd. — Capital/Financing Update 2024

May 10, 2024

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Ref.No.:RTL/BSE/NSE/2024-25 Date: 10.05.2024

To,

The Manager, The Secretary, BSE Limited, National Stock Exchange Limited, Phiroze Jeejeebhoy, Towers Limited, Exchange Plaza, Dalal Street, Mumbai – 400 001, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051, Scrip Code: 502448. Symbol: ROLLT.

Sub: Outcome of Board Meeting held today i.e Friday, May 10, 2024

Dear Sir,

Pursuant to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, we wish to inform you that the Board of Directors of the Company in its meeting held today i.e. Friday, May 10, 2024 , has inter-alia considered, noted and approved the following matters:

1. Reclassification of Authorized Share Capital and consequent Alteration of Memorandum of Association and Articles of Association.

The Board has approved to the reclassification of Authorised Share Capital of the Company from the existing Authorised Share Capital of Rs. 65,00,00,000 (Rupees Sixty Five Crore ) divided into 47,00,00,000 Equity Shares of Rs.1/- (Rupees One Only) each and 18,00,000 Preference Shares of Rs.100/- (Rupees Hundred Only) each to Rs. 65,00,00,000 (Rupees Sixty Five Crore) divided into 47,00,00,000 Equity Shares of Rs.1/- (Rupees One Only) and 18,00,00,000 Preference Shares of Rs.1/- (Rupees One Only) each and Consequential Alteration in the Capital Clause of the Memorandum of Association and Articles of Association subject to shareholders’ approval Extra- ordinary General Meeting.

1. Variation/alteration in the terms of Issued Fully Paid 10% Redeemable Non-Convertible Preference Shares by issue and allotment of 53,63,984 10% Compulsorily Convertible Preference Shares (CCPS) of Rs. 1/- each in lieu of existing 1,40,000, 10% Redeemable Non-Convertible Preference Shares (RNCPS) of Rs. 100 each.

In aggregate, 53,63,984 CCPS of Rs. 1/- each will be issued and allotted to RNCPS holder at a price of Rs. 2.61 /-per Preference Share (including premium of Rs 1.61/- per Preference share) a price derived as per Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and subsequently the said CCPS will be converted by issue and allotment of 53,63,984 Equity Shares of face value of Rs. 1/- each.

The relevant information pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 , is enclosed herewith as Annexure-I

1. Variation/alteration in the terms of Issued Fully Paid 2% Redeemable Non-Convertible Preference Shares by issue and allotment of 3,83,14,176 2% Compulsorily Convertible Preference Shares (CCPS) of Rs. 1/- each in lieu of existing 10,00,000, 2% Redeemable Non-Convertible Preference Shares (RNCPS) of Rs. 100 each.

2. In aggregate, 3,83,14,176 CCPS of Rs. 1/-each will be issued and allotted to RNCPS holder at a price of Rs. 2.61 /-per Preference Share (including premium of Rs 1.61/- per Preference share) a price derived as per

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Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; and subsequently the said CCPS will be converted by issue and allotment of 3,83,14,176 Equity Shares of face value of Rs. 1/- each.

The relevant information pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Circular

No. CIR/CFD/CMD/4/2015 dated September 9, 2015 , is enclosed herewith as Annexure-II.

1. Draft Notice of the 02nd Extra-ordinary General Meeting (EGM) for the Financial Year 2024-25 is scheduled to be held on Wednesday, 05th June, 2024 for the approval of the shareholders of the Company.

For obtaining the approval of the shareholders of the Company for the aforementioned matters, the Board of Directors of the Company have decided to hold an EGM of the Company on Wednesday, 05th June, 2024 at 10:30 a.m. at the Registered Office of the Company at Plot No. 73-74, Phase-III, Industrial Area, Dharuhera, District Rewari, Haryana-123016 and have approved the draft notice of the EGM and matters related thereto to be issued to the shareholders for convening the EGM. The notice of the said EGM will be sent separately to the stock exchange(s) and to the shareholders of the Company and will also be available on the Company's website at www.rollatainers.in and on the website of the stock exchange(s) i.e. BSE Limited at www.bseindia.com and NSE Limited at www.nseindia.com , in due course.

5. Cut-off date to determine the eligibility of the members for remote e-voting.

The Company has fixed Wednesday, 29[th] May, 2024 as the cut-off date for determining the eligibility of the members entitled to vote by remote e-voting at the ensuing EGM of the Company schedule to be held on Wednesday, 05th June, 2024 at 09:30 a.m. at the Registered Office of the Company.

The Company would be availing e-voting services of CDSL. The remote e-voting period begins on Sunday, 02[nd] June, 2024 (09:00 A.M. IST) and ends on Tuesday, 04[th] June, 2024 (05:00 P.M. IST).

1. Appointment of Scrutinizer for scrutinizing the E-voting process for the 02[nd] Extra- ordinary General Meeting (EGM) for the Financial Year 2024-25.

The Board has appointed AASK & Associates LLP, having LLPIN AAD-2934 , as Scrutinizer for scrutinizing the E-voting process in a fair and transparent manner.

The Board Meeting was commenced at 06:00 P.M. and concluded at 07:15 P.M.

This is for your information and records.

Thanking You, Yours faithfully,

For Rollatainers Limited

ADITI JAIN

Digitally signed by ADITI JAIN Date: 2024.05.10 19:23:39 +05'30'

(Aditi Jain)

Company Secretary and Compliance Officer

Encl: As Stated Above

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Annexure-I

Disclosure of information pursuant to Regulation 30 of SEBI LODR Regulations read with SEBI circular No. CIR/CFD/CMD/4 /2015 dated September 09, 2015

S. No.	Particulars	Disclosure
1.	Type of securities proposed to be issued (viz. equity shares, convertibles etc.)	10% Compulsorily Convertible Preference Shares ("CCPS") of face value of Rs. 1/- each, convertible into Equity Shares of the face value of Rs. 1-/each.
2.	Type of Issuance	Preferential allotment
3.	Total number of securities allotted or the total amount for which the securities are issued (approximately)	53,63,984 CCPS of face value of Rs.1/- each at a price of Rs. 2.61/- per Preference Share (including premium of Rs. 1.61/- per Preference share) convertible into 53,63,984 Equity shares of Rs. 1/- each.
4.	In case of preferential issue, the listed entity shall disclose the following additional details to the stock exchange(s): i) Names of the investors ii) Post allotment of securities outcome of the subscription, issue price / allotted price(in case of Convertibles), number of investors; iii) In case of convertibles- intimation on conversion of securities or on lapse of the tenure of the instrument;	i. Preference Shareholder- Newtime Infrastructure Limited (Promoter Group) ii. The 53, 63,984 10% CCPS of face value Rs.1/- will be issued at Rs. 2.61/- per Preference Share (including premium of Rs. 1.61/- per Preference share), convertible into Equity Shares of face value of Rs.1/- each. iii. Each CCPS will be convertible into Equity Share(s) and the conversion can be exercised at any time within a period of 18 months as prescribed under Chapter V of the SEBI ICDR Regulations from the date of allotment, in one or more tranches, as the case may be and on such other terms and conditions as applicable. The requisite intimation will be given at the time of conversion of CCPS.

Digitally signed by ADITI JAIN Date: 2024.05.10 19:24:05 ADITI JAIN +05'30'

Annexure-II

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Disclosure of information pursuant to Regulation 30 of SEBI LODR Regulations read with SEBI circular No. CIR/CFD/CMD/4 /2015 dated September 09, 2015

S. No.	Particulars	Disclosure
1.	Type of securities proposed to be issued (viz. equity shares, convertibles etc.)	2% Compulsorily Convertible Preference Shares ("CCPS") of Rs. 1/- each, convertible into Equity Shares of the face value of Rs. 1/each.
2.	Type of Issuance	Preferential allotment
3.	Total number of securities allotted or the total amount for which the securities are issued (approximately)	3,83,14,176 CCPS of face value of Rs.1/- each at a price of Rs. 2.61/- per Preference Share (including premium of Rs. 1.61/- per Preference share) convertible into 3,83,14,176 Equityshares of Rs. 1/- each.
4.	In case of preferential issue, the listed entity shall disclose the following additional details to the stock exchange(s): i. Names of the investors ii. Post allotment of securities outcome of the subscription, issue price / allotted price(in case of Convertibles), number of investors; iii. In case of convertibles- intimation on conversion of securities or on lapse of the tenure of the instrument;	i. Preference Shareholder- Newtime Infrastructure Limited (Promoter Group) ii. The 3,83,14,176 10% CCPS of face value Rs.1/- will be issued at Rs. 2.61/- per Preference Share (including premium of Rs. 1.61/- per Preference share), convertible into Equity Shares of face value of Rs.1/- each. iii. Each CCPS will be convertible into Equity Share(s) and the conversion can be exercised at any time within a period of 18 months as prescribed under Chapter V of the SEBI ICDR Regulations from the date of allotment, in one or more tranches, as the case may be and on such other terms and conditions as applicable. The requisite intimation will be given at the time of conversion of CCPS.

Digitally signed by ADITI ADITI JAIN JAIN Date: 2024.05.10 19:24:21 +05'30'