Summary of Board Meeting Outcomes

The Board of Directors of Rotographics (India) Limited held a meeting on Friday, 10th July, 2026 at 2:00 PM at the registered office of the Company, which concluded at 5:50 PM.

1. Board Report Approval

The Board Report for the Financial Year Ended 31st March, 2026 was considered, reviewed, approved and signed by the Directors of the Company.

2. Approval for Loans, Guarantees, and Investments

The Board approved giving loans, guarantees, providing securities and/or making investments up to ₹100 crore (Rupees One Hundred Crores only), which exceeds the prescribed limits under Section 186 of the Companies Act, 2013. This approval is subject to shareholder approval via Special Resolution at the ensuing Annual General Meeting (AGM).

3. Increase in Borrowing Limits

The Board approved increasing borrowing limits under Section 180(1)(c) of the Companies Act, 2013, up to an aggregate amount of ₹100 crore (Rupees One Hundred Crore only), subject to shareholder approval via Special Resolution at the ensuing AGM.

4. Increase in Authorized Share Capital

The Board approved increasing the Authorized Share Capital from ₹25,00,00,000 (Rupees Twenty Five Crores Only) consisting of 2,50,00,000 equity shares of face value ₹10 each to ₹40,00,00,000 (Rupees Forty Crores Only) consisting of 4,00,00,000 equity shares of face value ₹10 each. This requires consequential amendment to Clause V of the Memorandum of Association, subject to shareholder approval at the ensuing AGM.

5. Stock Split of Equity Shares

The Board approved sub-division/split of existing 1 equity share of face value ₹10 each fully paid-up into 5 equity shares of face value ₹2 each fully paid-up. This is subject to shareholder approval and requires consequential amendment to the capital clause of the Memorandum of Association.

Stock Split Details (Annexure A):

  • Rationale: To enhance liquidity, widen shareholder base, and make shares more affordable to small investors
  • Pre-Split Capital Structure:
  • Authorized Share Capital: 3,00,00,000 shares @ ₹10 = ₹30,00,00,000
  • Issued Capital: 1,34,43,300 shares @ ₹10 = ₹13,44,33,000
  • Paid-up & Subscribed Capital: 1,31,51,300 shares @ ₹10 = ₹13,15,13,000
  • Post-Split Capital Structure:
  • Authorized Share Capital: 15,00,00,000 shares @ ₹2 = ₹30,00,00,000
  • Issued Capital: 6,72,16,500 shares @ ₹2 = ₹13,44,33,000
  • Paid-up & Subscribed Capital: 6,57,56,500 shares @ ₹2 = ₹13,15,13,000
  • Expected Completion: Approximately 2 months from shareholder approval
  • Class of Shares: Equity Shares only

6. Acquisition of Teneron Limited Stake

The Board approved strategic investment to acquire not more than 51% of the expanded paid-up equity share capital of Teneron Limited (CIN: U51909GJ2017PLC128262) by way of cash consideration.

Acquisition Details (Annexure B):

  • Target Company: Teneron Limited, public company registered at Survey No 107/1, 107/2, Vill Naviyani, TA-Dasada, Surendra Nagar, Gujarat-363750
  • Industry: Aluminium Industry - advanced non-ferrous metal recycling specializing in producing Aluminium Alloy Ingots and supplying Molten Aluminium
  • Related Party Transaction: Yes, as Promoter Group is interested in the transaction
  • Purpose: Strategic step for foraying into non-ferrous metal business
  • Consideration: Cash based on Registered Valuer's valuation report
  • Percentage: Not more than 51% of expanded paid-up capital
  • Expected Completion: Within 12 months
  • Financials of Teneron Limited (audited):
  • FY 2024-25 Revenue: ₹7,080.04 crore
  • FY 2023-24 Revenue: ₹7,981.82 crore
  • FY 2022-23 Revenue: ₹7,697.84 crore
  • Incorporation Date: April 11, 2017
  • Country Presence: India

7. Change of Company Name

The Board approved changing the company name from "ROTOGRAPHICS (INDIA) LIMITED" to "NOVALUM MATERIALS LIMITED" with consequential alteration of relevant clauses of Memorandum and Articles of Association, subject to shareholder approval via Special Resolution.

Name Change Details (Annexure C):

  • Reason: To better reflect present business activities, long-term vision, strategic direction and corporate identity
  • Business Activity Change: No change in business activities
  • Approvals Required: Shareholder approval via Special Resolution and Stock Exchange approval
  • Timeline: Effective upon issuance of Fresh Certificate of Incorporation by ROC

8. Material Related Party Transaction with Teneron Limited

The Board approved Material Related Party Transaction(s) with Teneron Limited up to an aggregate amount of ₹250 Crore (Rupees Two Hundred Fifty Crore only) for one year period from the date of AGM (August 06, 2026) to the next AGM in FY2027-28.

9. Shifting of Registered Office

The Board approved shifting of registered office 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 within the same city and same ROC jurisdiction, effective from 13.07.2026.

10. Annual General Meeting

  • The Board approved the Notice of 51st Annual General Meeting to be held on 06th August, 2026
  • Mr. Vivek Kumar, Proprietor of V Kumar & Associates, was appointed as Scrutinizer for the 51st AGM