Amalgamation/Merger

RPL/CORP/SE September 17, 2026 The Listing Department, The Listing Department BSE Limited, National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Bandra Kurla Complex, Mumbai – 400001 Bandra (E), Mumbai – 400051 Scrip Code: 517500 Symbol: ROTO Dear Sir / Madam, Sub: Intimation regarding receipt of First Motion Order from the Hon’ble National Company Law Tribunal, Allahabad Bench Ref: Scheme of Amalgamation for the Merger of Roto Energy Systems Limited, Wholly Owned Subsidiary with Roto Pumps Limited, Holding Company Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Hon’ble National Company Law Tribunal, Allahabad Bench, Prayagraj (“Hon’ble NCLT”) has allowed the first motion application in relation to the scheme of amalgamation for the Merger of Roto Energy Systems Limited, Wholly Owned Subsidiary with Roto Pumps Limited, Holding Company. The judgement was reserved by the Hon’ble NCLT on September 3, 2026, pronounced on September 15, 2026, and received by the Company on September 16, 2026 at 20:35 IST. The Company will now undertake the requisite subsequent steps in accordance with the applicable laws and the directions contained in the said Order for obtaining the final approval of the Scheme from the Hon’ble NCLT. A copy of the First Motion Order received from the Hon’ble NCLT is enclosed herewith for information and records. The above information is also being made available on the website of the Company at https://rotopumps.com/. Kindly take the above on record and acknowledge receipt of the same. Thanking You Yours Faithfully, ASHWANI K. VERMA COMPANY SECRETARY M. NO. F9296 Encl.: A/a IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAJ CA (CAA) NO.15/ALD/2026 (FIRST MOTION) (Under Sections 230 to 232 of the Companies Act, 2013 r/w the companies (compromises, arrangements and amalgamations) Rules, 2016) and other applicable rules made thereunder) IN THE MATTER OF SCHEME OF AMALGAMATION OF: ROTO ENERGY SYSTEMS LIMITED CIN: U29120UP2021PLC144352 Through Mr. Anurag Gupta Authorised Representative Regd. Office: 31, Sector Ecotech XII Greater Noida, Gautam Buddha Nagar, Noida-201008, Uttar Pradesh Email: anuraggupta@rotopumps.com ......Applicant No.1/ Transferor Company ROTO PUMPS LIMITED CIN: L28991UP1975PLC004152 Through Mr. Ashwani Verma Authorised Representative Regd. Office: Roto House, Noida Special Economic Zone, Noida-201305 Email: corp@rotopumps.com ......Applicant No.2/ Transferee Company Order pronounced on: 15.09.2026 Coram: Sh. Praveen Gupta : Member (Judicial) Sh. Ashish Verma : Member (Technical) Appearances: Sh. Anil Kumar, PCS : For the Applicant Companies CA (CAA) NO.15/ALD/2026 (FIRST MOTION) IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAJ Page 1 of 17 ORDER 1. This is a Joint First Motion Application filed by the Applicant Companies namely ROTO ENERGY SYSTEMS LIMITED (Applicant Company No. 1/ Transferor Company No. 1) and ROTO PUMPS LIMITED (Applicant Company No. 2/ Transferee Company No. 2), and its shareholders on 20.08.2026 under Sections 230 & 232 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other applicable provisions, if any, for approval of the Scheme of Amalgamation between the Applicant Companies. The said Scheme has been annexed as Annexure -3.1 with this Application. 2. It is stated that the Applicant Transferor Company is a wholly owned subsidiary of the Applicant Transferee Company. The Applicant Companies have prayed before this tribunal for the following reliefs: - “a. Dispensing with the requirement of convening meeting of the Equity Shareholders of the Applicant No. 1/Transferor Company viz. Roto Energy Systems Limited. b. Dispensing with the requirement of convening meeting of the lone Secured Creditor of the Applicant Company No. 1/Transferor Company, in view of the said creditor, being 100% in value, having given its consent to the Scheme of Amalgamation on Affidavit in writing; c. Dispensing with the requirement of convening meeting of the Unsecured Creditors of the Applicant Company No. 1/Transferor CA (CAA) NO.15/ALD/2026 (FIRST MOTION) IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAJ Page 2 of 17 Company, in view of the respective creditors, being over 90% in value, having given their respective consents to the Scheme of Amalgamation on Affidavit in writing; d. Dispensing with the requirement of convening meeting of the Equity Shareholders of the Applicant No. 2/Transferee Company viz. Roto Pumps Limited. e. Dispensing with the requirement of convening meeting of the Secured Creditors of the Applicant No. 2/Transferee Company. f. Dispensing with the requirement of convening meeting of the Unsecured Creditors of the Applicant No. 2/Transferee Company. g. Directing service of notice of the present Application on (a) the Central Government through the office of the Regional Director, Northern Region-I, Ministry of Corporate Affairs, New Delhi; (b) the Registrar of Companies, Uttar Pradesh-II, Noida; (c) the Official liquidator, Uttar Pradesh, Prayagraj;(d) the Income Tax Department; (e) BSE Limited and (f) National Stock Exchange of India Limited. h. Pass Such further order or orders be made or other directions be given, as this Hon'ble Tribunal at Prayagraj may deem fit and proper.” 3. It is submitted that the respective registered offices of the Transferor Company and the Transferee Company are situated in the State of Uttar Pradesh. Accordingly, this Tribunal has jurisdiction over the Applicant Companies, which are joint Applicants in the present Application. 4. The rationale of the proposed Scheme of Amalgamation is as follows: CA (CAA) NO.15/ALD/2026 (FIRST MOTION) IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAJ Page 3 of 17 (i) Reason for necessitating the Merger is that the Transferor Company is wholly owned subsidiary of the Transferee Company, as the complete shareholding of the Transferor Company is held by the Transferee Company (either directly or through a nominee). (ii) Both Transferor Company and Transferee Company belong to the same group of management, so it would be advantageous to combine the activities and operations in a single entity. The Merger would create synergies between two complementing companies with similar objectives and business lines. (iii) The Merger will result in eliminating inter-corporate dependencies, managerial and other expenditure, organizational efficiency and optimal utilization of resources by elimination of unnecessary duplication of activities and related costs. (iv) The Merger will enable the merged entity to get direct access to market information, which will give them a better understanding of the market taste and customer requirements. This will assist the merged entity in producing the right quality required in different market segments. (v) The merger will enhance flexibility and ability to raise larger resources, attract and retain better talent and undertake larger support services related projects. (vi) The merger will result in integration and effective utilization of resources, which is likely to result in optimizing overall shareholder value and improvement in the competitive position of Transferee Company as a combined entity. CA (CAA) NO.15/ALD/2026 (FIRST MOTION) IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAJ Page 4 of 17 (vii) The Merger will bring both entities under one roof to portray one face to all the parties with whom the Applicant No. 2/Transferee Company deals. (viii) The Merger will result in better leveraging of facilities, infrastructure and resources. (ix) The Merger will result in a reduction in multiplicity of legal and regulatory compliances required at present to be separately carried out by Transferor Company as well as Transferee Company. (x) Th [Showing first 8,000 characters — download PDF for full document]