Rollatainters Ltd. — Capital/Financing Update 2024

Apr 20, 2024

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Ref.No.:RTL/BSE/NSE/2024-25 Date: 20.04.2024

To,

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

Sub: Outcome of Board Meeting held today i.e Saturday, April 20, 2024

Dear Sir,

Pursuant to the provisions of Regulation 30 read with Regulation 33 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. Saturday, 20th April, 2024 , has inter-alia considered, noted and approved the following matters:

1. The issue of warrants convertible into equity shares of the Company on preferential basis to Certain Identified Non-Promoter Group/Entities

To issue, offer and allot, from time to time in one or more tranches upto 11,77,00,000 (Eleven Crores and Seventy Seven Lakhs ) Convertible Equity Warrants ("Warrants") of face value of Rs.1/- each, to non-promoter group persons as mentioned below ("Warrant Holders"/ “Proposed Allottees”) at a price of Rs. 1.70/- (Rupee One and Seventy paisa only) each (including premium of Rs. 0.70/- per share) (including the warrant subscription price and the warrant exercise price) aggregating up to ₹ 20,00,90,000/- (Rupees Twenty Crores and Ninety Thousand only) or such higher price as may be arrived at in accordance with the ICDR Regulations, on preferential allotment basis or such higher price as may be arrived at in accordance with the ICDR Regulations, on preferential allotment basis (“Preferential Offer”) to the proposed allottees (as listed in Annexure -I ) and such issuance will be in accordance with the provisions of Section 23, 42 and 62(1) of the Companies Act 2013, as amended, read with Companies (Prospectus and Allotment of Securities) Rules 2014, and Companies {Share Capital and Debentures) Rules 2014, as amended, Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), SEBI LODR Regulations and such other acts/ rules/ regulations as may be applicable and subject to necessary approval of the shareholders of the Company at the ensuing Extraordinary General Meeting and other regulatory authorities, as may be applicable.

Details relating to the issue of Warrants as required under Regulation 30 of the SEBI LODR Regulations read with SEBI Circular dated September 09, 2015, bearing reference no. CIR/CFD/CMD/4/2015, are provided in ‘Annexure II’ .

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2. Notice of the 01st Extra-ordinary General Meeting (EGM) for the Financial Year 2024-25 is scheduled to be held on Thursday, 16[th] May, 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 Thursday, 16[th] May, 2024 at 09:30 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.

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

The Company has fixed Thursday, 09[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 Thursday, 16[th] May, 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 Monday, 13th May, 2024 (09:00 A.M. IST) and ends on Wednesday, 15th May, 2024 (05:00 P.M. IST).

4. Appointment of Scrutinizer for scrutinizing the E-voting process for the 01st 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 04:30 P.M. and concluded at 06:30 P.M.

This is for your information and records.

Thanking You, Yours faithfully,

For Rollatainers Limited

Digitally signed by ADITI ADITI JAIN JAIN Date: 2024.04.20 18:59:36 +05'30'

(Aditi Jain) Company Secretary and Compliance Officer

Encl: As Stated Above

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ANNEXURE-I

Details required under Regulation 30 of SEBI LODR Regulations read with SEBI circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015.

S. No.	Proposed Allottees	No. of warrants to be allotted
A	Non-Promoter
1	Black Hawk Properties Private Limited	2,05,88,240
2	Albula Investment Fund Ltd	2,05,88,240
3	Mahakram Developers Private Limited	7,64,70,590
	TOTAL	11,76,47,070

Digitally signed by ADITI JAIN ADITI JAIN Date: 2024.04.20 18:59:47 +05'30'

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ANNEXURE-II

Details on Preferential Allotment in terms of SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015:

Sr. No.	Particulars	Disclosure
1.	Type of Securities proposed to be issued	Warrants, each convertible into, or exchangeable for, One fully paid-up equity share of the Company of face value Rs.1/- (Rupee One Only) each.
2.	Type of Issuance	Preferential issue of warrants in accordance with the SEBI (ICDR) Regulations 2018 read with the Companies Act, 2013 and rules made Preferential there.
3.	Total number of securities allotted or the total amount for which the securities are issued (approximately)	To issue, offer and allot, from time to time in one or more tranches upto 11,77,00,000 (Eleven Crores and Seventy Seven Lakhs ) of face value of Rs.1/- each, to non- promoter group persons as mentioned below ("Warrant Holders"/ “Proposed Allottees”) at a price of Rs.1.70/- (Rupees One and Seventy Paisa only) each (including premium of Rs. 0.70/- per share) aggregating up to ₹20,00,90,000/- (Rupees Twenty Crores and Ninety Thousand only) or such higher price as may be arrived at in accordance with the ICDR Regulations.
4.	Name of the Investors	As per Annexure-I.
5.	Number of Investors	3(Three)
6.	Issue of Price	Rs. 1.70/- ( a price not being lower than the price determined in accordance with the Chapter V of SEBI ICDR Regulations, 2018 and other applicable regulations, if any)
7.	In case of Convertibles: Intimation of conversion of securities or on lapse of the tenure of investment	In case of Warrants are allotted, each warrant would be convertible into 1 Equity Share and the rights attached to Warrants can be exercised at any time, within a period of 18 months from the date of allotment ofwarrants.

Digitally signed by ADITI JAIN ADITI JAIN Date: 2024.04.20 19:00:09 +05'30'

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Any cancellation or Not Applicable. 8 termination of proposal for issuance of securities including reasons thereof.

ADITI JAIN

Digitally signed by ADITI JAIN Date: 2024.04.20 19:00:01 +05'30'