Key Financial Figures (FY 2025-26)

  • Total Revenue: ₹41.22 crore (compared to ₹0.81 crore in FY 2024-25)
  • Total Expenses: ₹41.35 crore (compared to ₹0.67 crore in FY 2024-25)
  • Profit Before Tax: ₹1.21 crore (compared to ₹0.17 crore in FY 2024-25)
  • Exceptional Item: ₹0.70 lakh (prior period expenses)
  • Provision for Income Tax: ₹33.15 lakh
  • Provision for Deferred Tax: ₹0.71 lakh
  • Profit After Taxation: ₹87.81 lakh (compared to ₹11.37 lakh in FY 2024-25)
  • Basic and Diluted EPS: ₹0.67 (compared to ₹0.32 in FY 2024-25)
  • No dividend declared for the current financial year
  • No amount transferred to General Reserves

Share Capital Structure (as on 31st March 2026)

  • Authorized Share Capital: ₹25.00 crore (2,50,00,000 equity shares of ₹10 each)
  • Issued Share Capital: ₹13.44 crore (1,34,43,300 equity shares)
  • Subscribed and Paid-up Share Capital: ₹13.15 crore (1,31,51,300 equity shares)
  • Note: 2,92,000 shares amounting to ₹14.60 lakh were forfeited and cancelled w.e.f. 04.03.2016

AGM Details

  • Date: Thursday, 6th August 2026
  • Time: 12:00 PM
  • Mode: Video Conferencing/Other Audio Visual Mode (OAVM)
  • Record Date: 30th July 2026

Ordinary Business

1. To consider and adopt the Audited Financial Statement for FY ended 31st March 2026

Special Business

2. Approval for Granting Loans, Giving Guarantee, Providing Securities and/or Making Investments

  • Special Resolution to approve aggregate limit of ₹100 crore
  • Pursuant to Section 186 of Companies Act, 2013

3. Increase in Borrowing Limits under Section 180(1)(c)

  • Special Resolution to increase borrowing limit to ₹100 crore
  • In supersession of all earlier resolutions

4. Increase in Authorized Share Capital and Consequential Amendment in MOA

  • Ordinary Resolution to increase authorized capital from ₹25 crore to ₹40 crore
  • Creation of additional 1,50,00,000 equity shares of ₹10 each
  • Clause V of MOA to be amended accordingly

5. Sub-Division/Split of Face Value of Equity Shares

  • Ordinary Resolution to sub-divide 1 equity share of ₹10 into 5 equity shares of ₹2 each
  • Post-split capital structure:
  • Authorized: 20,00,00,000 shares of ₹2 each (₹40 crore)
  • Issued: 6,72,16,500 shares of ₹2 each (₹13.44 crore)
  • Paid-up: 6,57,56,500 shares of ₹2 each (₹13.15 crore)
  • Clause V of MOA to be substituted accordingly

6. Approval for Acquisition of up to 51% of Teneron Limited

  • Special Resolution to subscribe to fresh equity shares of Teneron Limited (CIN: U51909GJ2017PLC128262)
  • Investment to be made by way of subscription to fresh issue
  • Commercial terms to be finalized based on valuation report
  • Mr. Shrey Gupta is concerned/interested in this resolution

7. Approval of Change in Company Name to Novalum Materials Limited

  • Special Resolution to change name from "Rotographics (India) Limited" to "Novalum Materials Limited"
  • Name approved by ROC, Delhi vide e-Form RUN SRN AC4203863 dated 30th June 2026

8. Approval for Alteration in Memorandum of Association

  • Special Resolution to alter MOA consequent to name change
  • Clause 1 of MOA to be amended to reflect new name

9. Approval for Alteration in Articles of Association

  • Special Resolution to alter AOA consequent to name change
  • Relevant clauses to be amended to reflect new name

10. Approval of Material Related Party Transactions with Teneron Limited

  • Ordinary Resolution to approve transactions worth up to ₹250 crore during FY 2026-27
  • Transactions include lending, borrowing, advances, business trade, payment/receipt of interest, guarantees
  • Mr. Shrey Gupta is concerned/interested in this resolution

Board and Management Changes During FY 2025-26

  • Resignations:
  • Mr. Gaurav Kumar (Executive & Whole Time Director) - 03rd September 2025
  • Ms. Ekta Garg (Non-Executive & Independent Director) - 03rd September 2025
  • Ms. Sandhya Kohli (Non-Executive & Independent Director) - 23rd February 2026
  • Mr. Monu (Non-Executive & Independent Director) - 23rd February 2026
  • Ms. Divya (Company Secretary cum Compliance Officer) - 11th September 2025
  • Mr. Ajay Bhadri (Chief Financial Officer) - 03rd December 2025
  • Appointments:
  • Mr. Shrey Gupta as Managing Director - 03rd September 2025
  • Ms. Pooja Das as Independent Director - 03rd September 2025
  • Mr. Ashok Kumar Kaushik as Non-Executive Director - 23rd February 2026
  • Mr. Arun Kumar as Independent Director - 23rd February 2026
  • Ms. Nisha as Company Secretary cum Compliance Officer - 10th December 2025
  • Mr. Raj Ratan Pugalia as Chief Financial Officer - 29th June 2026

Auditors

  • Statutory Auditors: M/s. BAS & Co. LLP (appointed for 5 years from 49th AGM)
  • Secretarial Auditor: M/s V Kumar & Associates
  • Internal Auditor: Ms. Geeta Narang

Key Management Personnel

  • Mr. Shrey Gupta, Managing Director (DIN: 01731869)
  • Ms. Nisha, Company Secretary (A-79205)
  • Mr. Raj Ratan Pugalia, Chief Financial Officer

Registrar and Transfer Agent

Skyline Financial Services Private Limited, New Delhi

Bankers

HDFC Bank, Delhi

Emphasis of Matter from Auditor's Report

  • Cash and cash equivalents include ₹0.18 lakhs pertaining to a bank account for which adequate details are not available with current management
  • Investment amounting to ₹0.50 lakhs are presently not available with current management
  • Unable to obtain sufficient appropriate audit evidence regarding accuracy and completeness of these balances

Compliance Status

  • Company has complied with applicable provisions of Secretarial Standards
  • No instance of fraud during the year requiring reporting under Section 143(12)
  • No material changes and commitments affecting financial position occurred after year-end
  • No significant material orders passed by regulators/courts impacting going concern status

Voting Information

  • Remote e-voting period: 3rd August 2026 (9:00 AM) to 5th August 2026 (5:00 PM)
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • Members can also vote through demat accounts with NSDL or CDSL