Key Dates

  • AGM Date: Thursday, 6th August 2026 at 12:00 PM
  • Meeting Mode: Video conferencing/other audio-visual mode (OAVM)
  • Register Closure: Monday, 27th July 2026 to Wednesday, 5th August 2026 (both days inclusive)
  • Record Date for e-Voting: 30th July 2026
  • Remote e-Voting Period: 3rd August 2026 (9:00 AM) to 5th August 2026 (5:00 PM)
  • Board Meeting Date: Friday, 10th July 2026 (where resolutions were approved)

Agenda Items and Resolutions

Ordinary Business

1. Adoption of Financial Statements

  • To consider and adopt Audited Financial Statements for FY ended March 31, 2026
  • Includes reports of Board of Directors and Auditors
  • Proposed as Ordinary Resolution

Special Business

2. Loans, Guarantees, and Investments Approval

  • Special Resolution to approve granting loans, guarantees, securities, and/or investments
  • Aggregate limit not to exceed ₹100 Crore at any point
  • Pursuant to Section 186 of Companies Act, 2013 and SEBI LODR Regulations

3. Increase in Borrowing Limits

  • Special Resolution to increase borrowing limits under Section 180(1)(c)
  • Total borrowing shall not exceed ₹100 Crore at any point
  • Supersedes all earlier resolutions on this matter

4. Increase in Authorized Share Capital

  • Ordinary Resolution to increase authorized share capital
  • From ₹25 Crore (2.5 crore shares of ₹10 each) to ₹40 Crore (4 crore shares of ₹10 each)
  • Creation of additional 1.5 crore equity shares of ₹10 each
  • Requires consequential amendment to Memorandum of Association Clause V

5. Stock Sub-division/Split

  • Ordinary Resolution for 5:1 stock split
  • Face value reduction from ₹10 to ₹2 per share
  • Post-split capital structure:
  • Authorized Capital: 20 crore shares of ₹2 each (₹40 Crore total)
  • Issued Capital: 6.72 crore shares of ₹2 each (₹13.44 Crore total)
  • Paid-up Capital: 6.57 crore shares of ₹2 each (₹13.15 Crore total)
  • Requires consequential amendment to Memorandum of Association
  • Record date to be determined by Board

6. Acquisition of Teneron Limited

  • Special Resolution to acquire up to 51% of expanded paid-up equity share capital of Teneron Limited (CIN: U51909GJ2017PLC128262)
  • Investment through subscription to fresh equity shares
  • Consideration by cash payment
  • Terms to be determined based on valuation report of Registered Valuer

7. Change of Company Name

  • Special Resolution to change name from "Rotographics (India) Limited" to "Novalum Materials Limited"
  • Name already approved by ROC, Delhi via e-Form RUN SRN AC4203863 dated 30th June 2026
  • Pursuant to Sections 4, 5, 13, 14 & 15 of Companies Act, 2013

8. Alteration in Memorandum of Association

  • Special Resolution for alteration in MOA consequent to name change
  • All references to old name to be replaced with new name

9. Alteration in Articles of Association

  • Special Resolution for alteration in AOA consequent to name change
  • All references to old name to be replaced with new name

10. Approval of Material Related Party Transactions

  • Ordinary Resolution to approve transactions with Teneron Limited
  • Aggregate value not exceeding ₹250 Crore during FY 2026-27
  • Transactions in ordinary course of business

Financial Impact and Capital Structure Changes

  • Borrowing Limit Increase: ₹100 Crore ceiling
  • Investment Limit: ₹100 Crore ceiling for loans/guarantees/investments
  • Related Party Transactions: ₹250 Crore limit with Teneron Limited
  • Authorized Capital Increase: From ₹25 Crore to ₹40 Crore
  • Stock Split Impact: 5:1 split reducing face value from ₹10 to ₹2 while maintaining same total capital value

Voting Arrangements

  • Remote e-voting through NSDL platform
  • VC/OAVM facility for 1000 members on first-come-first-served basis
  • Large shareholders (2%+), promoters, institutional investors, directors, KMPs have unrestricted access
  • Scrutinizer: Mr. Vivek Kumar (csvivekkumar@gmail.com)

Documents Available for Inspection

  • Register of Directors and KMP shareholding (Section 170)
  • Register of contracts with director interests (Section 189)
  • All documents referred to in notice available electronically

Impact Assessment

  • The resolutions involve significant changes to capital structure, borrowing capacity, and strategic direction
  • Name change to Novalum Materials Limited suggests business transformation
  • Acquisition of Teneron Limited represents major strategic investment
  • Stock split aims to enhance liquidity and retail participation