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Rollatainters Ltd. Proxy Solicitation & Information Statement 2025

Nov 21, 2025

64159_rns_2025-11-21_55bf9aea-7b0a-44e7-8a7e-f7f8e43b0978.pdf

Proxy Solicitation & Information Statement

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Ref.No.: RTL/BSE/NSE/2025-26 Date: 21[th] November 2025

To
The Secretary
BSE Limited
Phiroze Jeejeebhoy, Towers Limited
Dalal Street, Mumbai - 4000 01
The Secretary
National Stock Exchange Limited
Exchange Plaza
Bandra Kurla Complex
Bandra (E)
Mumbai- 400 051
Scrip Code: 502448 Symbol: ROLLT

Sub: Notice of Extra-Ordinary General Meeting to be held on Tuesday, December 16, 2025

Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

Pursuant to Regulation 30 of SEBI Listing Regulations and other applicable provisions of Listing Regulations, please find enclosed herewith the Notice convening Extraordinary General Meeting ("EGM") of the Company scheduled to be held on Tuesday, December 16, 2025, at 12.00 P.M. (IST) through Video Conferencing (‘VC’)/ Other Audio-Visual Means (‘OAVM’) to transact the special business as set out in the Notice of EGM.

The EGM Notice along with the Explanatory Statement is available on the following link: https://www.rollatainers.in/ir/24-25/Notice%20of%20EGM.pdf

In compliance with relevant circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India, the Notice of EGM has been sent through email today i.e. November 21, 2025 to all the members of the Company whose email addresses are registered with the Company or Depositories or Registrar and Share Transfer Agent of the Company.

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The cut-off date for the purpose of determining eligibility of shareholders for voting in connection with the EGM has been fixed as Tuesday, December 9, 2025. The remote e- voting period commences on Saturday, December 13, 2025 at 9.00 a.m. (IST) and ends on Monday, December 15, 2025 5.00 p.m. (IST).

Kindly take the same on records and acknowledge.

Thanking You, Yours faithfully,

For Rollatainers Limited

Digitally signed by ADITI JAIN ADITI JAIN Date: 2025.11.21 17:35:15 +05'30'

Aditi Jain (Company Secretary and Compliance Officer)

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NOTICE OF EXTRA-ORDINARY RESOLUTION

Notice is hereby given that an Extra-ordinary General Meeting ("EGM") of the members of the Company will be held on Tuesday, 16th December 2025 at 12.00 P.M. Through Video Conference and Other Audio-Visual Means facility, to transact the following business:

SPECIAL BUSINESS TO BE CONSIDERED THROUGH EGM:

Item No. 1: Regularization of appointment of Mr. Shashikant Sharma (DIN: 05305817) as a NonExecutive Independent Director

To consider and if thought fit, to pass the following resolution as a Special Resolution : -

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the LODR Regulations”) (including any statutory modification or reenactment(s) thereof for the time being in force), on approval and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Mr. Shashikant Sharma (DIN: 05305817) , who was appointed by the Board as an Additional Director, designated as a Non-Executive Independent Director, with effect from 18th September 2025 in who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations, be and is hereby appointed as an Independent Director of the Company for a period of 5 (five) years and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company (include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution), be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, proper and expedient to give effect to this Resolution.

RESOLVED FURTHER THAT any Director, Key Managerial Personnel and the Company Secretary of the Company be and is hereby authorized to do all such acts, deeds and things as may be necessary, proper or expedient to give effect to this resolution. ”

Item No. 2: Regularization of appointment of Mr. Mahir Bhadani (DIN: 10622919) as a Non-Executive Independent Director

To consider and if thought fit, to pass the following resolution as an Special Resolution : -

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the LODR Regulations”) (including any statutory modification or reenactment(s) thereof for the time being in force), on approvals and recommendation of the

Nomination and Remuneration Committee and that of the Board of Directors, Mr. Mahir Bhadani (DIN:10622919) , who was appointed by the Board as an Additional Director, designated as a NonExecutive Independent Director, with effect from 13th November 2025 in who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations, be and is hereby appointed as an Independent Director of the Company for a period of 5 (five) years and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company (include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution), be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, proper and expedient to give effect to this Resolution.

RESOLVED FURTHER THAT any Director, Key Managerial Personnel and the Company Secretary of the Company be and is hereby authorized to do all such acts, deeds and things as may be necessary, proper or expedient to give effect to this resolution. ”

Place: Dharuhera Date: 21st November, 2025

By order of the Board of Directors ROLLATAINERS LIMITED

Aarti Jain Chairperson DIN: 00143244

NOTES:

  1. The Ministry of Corporate Affairs (“MCA”) has, vide its General Circular No. 3/2022 dated 5th May, 2022, read with General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June, 2020, General Circular No. 33/2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020, General Circular No. 10/2021 dated 23rd June, 2021, General Circular No. 20/2021 dated 8th December, 2021, General Circular No. 03/2022 dated 5th May, 2022 and General Circular No. 11/2022 dated 28th December, 2022 (collectively referred to as ‘MCA Circulars’), the Company is being permitted for convening the Extra-ordinary General Meeting (“EGM”/ “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the EGM of the Company is being held through VC / OAVM. The deemed venue for the EGM shall be the Registered Office of the Company situated at Plot No. 7374, Phase-III, Industrial Phase, Dharuhera-123106

  2. The Statement, pursuant to Section 102 of the Companies Act, 2013, as amended (‘ Act’ ) setting out material facts concerning the special business with respect to Item No. 1 and 2 forms part of this Notice.

  3. Pursuant to the provisions of the Act, a member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this EGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

  4. Since the EGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

  5. Dispatch of EGM Notice through Electronic Mode:

In compliance with the MCA Circulars and SEBI Circular, Notice of the EGM along with Annexures is being sent only through electronic mode to those Members whose e-mail address is registered with the Company/ Depository Participants. Members may note that the EGM Notice will also be available on the Company’s website https://www.rollatainers.in/, websites of the Stock Exchange, i.e., BSE Limited at www.bseindia.com, NSE Limited at https://www.nseindia.com/ CDSL i.e. www.evotingindia.com and on the website of Company’s Registrar and Transfer Agents (RTA) of the Company, Beetal Financial & Computer Services Pvt. Ltd at https://beetal.in/investor-services/

  1. To support ‘Green Initiative’ for receiving all communication (including EGM Notice) from the Company electronically:

  2. a. Members holding shares in physical mode and who have not registered / updated their e-mail address with the Company are requested to register / update the same by writing to the Company with details of folio number and attaching a self-attested copy of PAN card at [email protected]

  3. b. Members holding shares in dematerialised mode are requested to register / update their e-mail address with the relevant Depository Participant.

  4. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the EGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected]. However, the Body Corporate are entitled to appoint authorised

representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e-voting.

  1. Members attending the EGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

  2. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their DPs with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company’s RTA. You are also requested to update your Bank details by writing to the Company’s RTA.

  3. All documents referred to in the Notice and explanatory statement will be available electronically for inspection without any fee by the members during the EGM. All documents referred to in the Notice will also be available for electronic inspection by the Members from the date of circulation of this Notice up to the date of EGM. Members seeking to inspect such documents can send an email to [email protected].

  4. The Company has fixed Tuesday, 9[th] December 2024 as the “Cut-Off Date” for remote e- voting. The remote e-voting/voting rights of the shareholders/beneficial owners shall be reckoned on the paid up value of shares registered in their name as at close of business hours on the Cut-Off date. A person who is not a member as on the Cut-Off date should treat this Notice for information purposes only.

The Company has appointed M/s AASK & ASSOCIATES LLP, having LLPIN AAD - 2934 to act as the Scrutinizer for conducting the e-voting process/ballot process in a fair and transparent manner

  1. The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first download the votes cast at the EGM and thereafter unblock the votes cast through remote e-voting and shall within 2 working days of conclusion of the EGM shall submit a consolidated Scrutinizer's report of the total votes cast in favour of or against, if any, to the Chairman or any other person authorized by the Chairman, who shall countersign the same and declare the result of the voting forthwith.

  2. The results along with Scrutinizer's Report, shall be displayed at the Registered Office of the Company and placed on the Company's website at https://www.rollatainers.in/, and the website of CDSL immediately after the result is declared. The results shall be simultaneously communicated to the Stock Exchanges where the securities of the Company are listed. The resolutions will be deemed to be passed on the date of EGM subject to receipt of the requisite number of votes in favour of the resolutions.

  3. The Company’s Registrar and Transfer Agent for its share registry work (Physical and Electronic) is . Beetal Financial & Computer Services Private Limited (herein after referred to as “RTA”). All documents, transfers, dematerialization requests and other communications in relation thereto should be addressed directly to the Company’s Registrar & Share Transfer Agents, at 3rd Floor, 99, Madangir, Behind, LSC, New Delhi-110062

  4. As directed by SEBI, members are requested to-

  5. (i) Intimate to the DP, changes if any, in their registered addresses and/or changes in their bank account details, if the shares are held in dematerialized form.

  6. (ii) Intimate to the Company’s RTA, changes if any, in their registered addresses, in their bank account details, if the shares are held in physical form (share certificates).

  7. (iii) Consolidate their holdings into one folio in case they hold Shares under multiple folios in the identical order of names.

  8. (iv) Dematerialize the Physical Shares to Electronic Form (Demat) to eliminate all risks associated with Physical Shares. Our Registrar and Transfer Agents viz Beetal Financial & Computer

Services Private Limited (Email: [email protected] ) may be contacted for assistance, if any, in this regard. Further, as per amendment to Regulation 40 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, requests for effecting transfer, transmission or transposition of securities of securities shall not be processed unless the securities are held in the dematerialized form. Members are advised to Dematerialize the shares held by them in physical form.

  1. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form who have not done so are requested to submit the PAN to their Depository Participant with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to RTA.

  2. The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first count the votes cast during the EGM, thereafter unblock the votes cast through remote e-voting and make, not later than two working days of conclusion of the EGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

  3. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website https://www.rollatainers.in/, under the section “ Investors ” and on the website of CDSL https://www.evotingindia.com, immediately. The Company shall simultaneously forward the results to the BSE Limited, where the shares of the Company is listed.

CDSL e-Voting System – Fore-voting and Joining Virtual meetings.

  1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.

  2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.

  3. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

  4. The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

  5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, , the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.

  6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/EGM has been uploaded on the website of the Company at https://www.rollatainers.in/. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) i.e. www.evotingindia.com.

  7. The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8,

2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

  1. In continuation to this Ministry's General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after due examination, it has been decided to allow companies whose AGMs are due in the Year 2023 or 2024, to conduct their AGMs through VC or OAVM on or before 30th September, 2024 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOININGVIRTUAL MEETINGSARE AS UNDER:

  • Step 1 : Access through Depositories CDSL/NSDLe-Voting system in case of individual shareholders holding shares in demat mode.

  • Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physicalmode and non-individual shareholders in demat mode.

  • (i) The voting period begins on 13[th] December, 2025 and 9:00 A.M. and ends on 15[th] December, 2025 and 5:00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 9[th] December, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it.

Type
of
shareholders


Login Method
Individual
Shareholders
holding
securities in
Demat mode
withCDSL
Depository
1) Users who have opted for CDSL Easi / Easiest facility, can login through their
existing user id and password. Option will be made available to reach e-Voting
page without any further authentication. The users to login to Easi / Easiest are
requested to visit cdsl website www.cdslindia.com and click on login icon &My
Easi New (Token) Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companieswhere the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user will
be able to see e-Voting page of the e-Voting service provider for casting your
vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.Additionally, there is also links provided to access the system
ofall e-Voting Service Providers, so that the user can visit the e-Voting service
providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is availableat cdsl
website www.cdslindia.com and click on login &My Easi New (Token)Tab and
then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account
Number
and
PAN
No.
from
a
e-Voting
link
availableon www.cdslindia.com home page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-Voting
optionwhere the evoting is in progress and alsoable to directly access the system
of all e-Voting Service Providers.
Individual
Shareholders
holding
securities in
demat mode
withNSDL
Depository
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
the home page of e-Services is launched, click on the “Beneficial Owner” icon
under “Login” which is available under ‘IDeAS’ section. A new screen will open.
You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on “Access to e-
Voting” under e-Voting services and you will be able to see e-Voting page. Click
on company name or e-Voting service provider name and you will be re-directed
to e-Voting service provider website for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following
URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number hold with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you will be redirected to
NSDL Depositorysite whereinyou can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-Voting
service provider website for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting
4) For
OTP
based
login
you
can
click
on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
You
will
have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and
generate OTP. Enter the OTP received on registered email id/mobile number and
click on login. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click oncompany name or e-
Voting service provider nameand you will be re-directed toe-Voting service
provider websitefor casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Individual
Shareholders
(holding
securities
in
demat mode)
login through
their
Depository
Participants
(DP)
You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful
login, you will be able to see e-Voting option. Once you click on e-Voting option, you will
be redirected to NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting service provider name
and you will be redirected to e-Voting service provider website for casting your vote
during the remote e-Voting period or joining virtual meeting & voting during the
meeting.

has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaidSEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Logintype Helpdeskdetails
Individual Shareholders holding Members facing any technical issue in login can
securities in Demat mode withCDSL contact CDSL helpdesk by sending a request at
[email protected] contact at
toll free no. 1800 2109911
Individual Shareholders holding
securities in Demat mode withNSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at : 022 - 4886 7000
and 022 - 2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

    • a. For CDSL: 16 digits beneficiary ID,

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding
shares in Demat.
PAN Enter your 10digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the
Company/Depository Participant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.
Dividend
Bank
Details
ORDate of
Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
as recorded in your demat account or in the company records in order to
login.

If both the details are not recorded with the depository or company,
please enter the member id / folio number in the Dividend Bank
details field.
  • (vi) After entering these details appropriately, click on “SUBMIT” tab.

  • (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login

password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (ix) Click on the EVSN for the relevant on which you choose to vote.

  • (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

  • (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERSATTENDING THE AGM/EGM THROUGH VC/OAVM & E- VOTING DURING MEETING ARE AS UNDER:

  1. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for e-voting.

  2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

  3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.

  4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast ___ days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance ___ days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

  8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

  9. Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.

  10. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id .

  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact attoll free no. 1800 2109911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 2109911.

Place: Dharuhera Date: 21st November 2025

By order of the Board of Directors ROLLATAINERS LIMITED

Aarti Jain Chairperson DIN: 00143244

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

The following Statement sets out all material facts relating to the Special Business mentioned in the Notice:

Item No. 1: Regularization of appointment of Mr. Shashikant Sharma (DIN: 05305817) as a NonExecutive Independent Director

The Board of Directors of the Company in its meeting held on September 18, 2025 has appointed Mr. Shashikant Sharma (DIN: 05305817) pursuant to the provision of Section 161(1) of the Companies Act, 2013 and rules made there under. A brief resume of Mr. Shashikant Sharma is being attached with this notice.

The Company has received all statutory disclosures / declarations, including:

(i) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“the Appointment Rules”),

(ii) Intimation in Form DIR 8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act,

(iii) Declaration to the effect that he meets the criteria of independence as provided in subsection (6) of Section 149 of the Act and under LODR Regulations,

(iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any order passed by the SEBI or any other such authority,

(v) Confirmation that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge duties as an Independent Director of the Company;

(vi) Confirmation that he is in compliance with Rules 6(1) and 6(2) of the Appointment Rules, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs, and

The Nomination and Remuneration Committee (“NRC”) had previously finalized the desired attributes for the selection of the Independent Director(s) such as experience, expertise and independence etc. Basis those attributes, the NRC recommended the candidature of Mr. Shashikant Sharma.

Your Directors recommend the aforesaid Resolution for approval by the Members by way of an Special Resolution.

The profile and specific areas of expertise and other relevant information as required under the LODR Regulations and SS-2 are provided in additional information section of this Notice

In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 17 of the LODR Regulations, the approval of the members is sought for the appointment of Mr. Bhadani as an Independent Director of the Company, as an special resolution as set out above.

No director, key managerial personnel (KMP) or their relatives except Mr. Shashikant Sharma, to whom the resolution relates, is interested in or concerned, financially or otherwise, in passing the proposed resolution as set out in Item no. 1.

The Board recommends the special resolution as set out in Item no. 1 of this notice for the approval of members.

ITEM NO.: 02 – To Approve the regularization of appointment of Mr. Mahir Bhadani (DIN:10622919) as a Non-Executive Independent Director

The Board of Directors of the Company in its meeting held on November 13, 2025 has appointed Mr. Mahir Bhadani (DIN:10622919) pursuant to the provision of Section 161(1) of the Companies Act, 2013 and rules made there under. A brief resume of Mr. Bhadani is being attached with this notice.

The Company has received all statutory disclosures / declarations, including:

(i) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“the Appointment Rules”),

(ii) Intimation in Form DIR 8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act,

(iii) Declaration to the effect that he meets the criteria of independence as provided in subsection (6) of Section 149 of the Act and under LODR Regulations,

(iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any order passed by the SEBI or any other such authority,

(v) Confirmation that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge duties as an Independent Director of the Company;

(vi) Confirmation that he is in compliance with Rules 6(1) and 6(2) of the Appointment Rules, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs, and

The Nomination and Remuneration Committee (“NRC”) had previously finalized the desired attributes for the selection of the Independent Director(s) such as experience, expertise and independence etc. Basis those attributes, the NRC recommended the candidature of Mr. Bhadani.

Your Directors recommend the aforesaid Resolution for approval by the Members by way of an Special Resolution.

The profile and specific areas of expertise and other relevant information as required under the LODR Regulations and SS-2 are provided in additional information section of this Notice.

In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 17 of the LODR Regulations, the approval of the members is sought for the appointment of Mr. Bhadani as an Independent Director of the Company, as an special resolution as set out above.

No director, key managerial personnel (KMP) or their relatives except Mr. Bhadani, to whom the resolution relates, is interested in or concerned, financially or otherwise, in passing the proposed resolution as set out in Item no. 2.

The Board recommends the special resolution as set out in Item no. 2 of this notice for the approval of members.

Place: Dharuhera Date: 21[st] November 2025

By order of the Board of Directors ROLLATAINERS LIMITED

Aarti Jain Chairperson DIN: 00143244

A nnexure:

Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standards -2, the details of the Director proposed to be appointed through the EGM are given below:

Sr.
No.
Particulars Mr. Shashikant Sharma Mr. Mahir Bhadani
1 Reason of Change viz.
Appointment, Resignation,
~~Removal, Death or~~
~~otherwise.~~
Regularisation
as
an
Independent Director (Non-
Executive) of the Company
who was earlier appointed as
Additional
Independent
Director (Non-Executive) by
board in their meeting held on
18thSeptember 2025
Regularisation
as
an
Independent Director (Non-
Executive) of the Company
who was earlier appointed as
Additional
Independent
Director (Non-Executive) by
board in their meeting held on
13thNovember 2025
2 Date of
Appointment/Cessation &
terms of appointment
Date of Appointment:
September 18, 2025
Terms of Appointment:Mr.
Shashikant Sharma shall hold
office as an Additional Director
in
the
category
of
Non-
Executive,
Independent
Director of the company for a
first term of five consecutive
years
commencing
from
September 18, 2025, subject to
the
approval
of
the
shareholders to be obtained
within three months hereof.
Date
of
Appointment:
November 13,2025
Terms of Appointment: Mr.
Mahir Bhadani shall hold office
as an Additional Director in the
category
of
Non-Executive,
Independent Director of the
company for a second term of
five
consecutive
years
commencing from November
13,
2025,
subject
to
the
approval of the shareholders to
be
obtained
within
three
months hereof.
3 Brief Profile (in case of
appointment)
Mr. Shashikant Sharma, aged
40 years, is a BA Graduate and
possesses experience of 15
years in transportation and
logistic business.
Mr. Mahir Bhadani, aged 26
years, is a B.Com Graduate and
possesses
experience
in
finance
and
general
management.
4 Disclosure of relationship
between Director (in case
of appointment)
N.A. N.A.
5 Information as required
under
Circular No.
LIST/COMP/14/2018-19
issued by theBSE.
Mr. Shashikant Sharma is not
debarred from holding office as
a Director by virtue of any SEBI
order
or
any
other
such
authority.
Mr. Mahir Bhadani is not
debarred from holding office as
a Director by virtue of any SEBI
order
or
any
other
such
authority.