Shareholders meeting

September 22, 2026 BSE Limited National Stock Exchange of India Limited 20th Floor, P.J. Towers, Exchange Plaza, C-1, Dalal Street, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 Mumbai - 400001. Symbol: ROSSTECH BSE Scrip Code: 544294 Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) – Notice of Extraordinary General Meeting (‘EGM’) of Rossell Techsys Limited (‘the Company’). Dear Sir/ Ma’am, This is to inform you that the Extraordinary General Meeting (‘EGM’) of the Members of the Company is scheduled to be held on Thursday, October 15, 2026 at 10:30 A.M. (IST) through Video Conferencing (‘VC’)/ Other Audio-Visual Means (‘OAVM’) in compliance with the provisions of the Companies Act, 2013 and rules made thereunder read with relevant Circulars issued by the Ministry of Corporate Affairs (‘MCA’) and Securities and Exchange Board of India (‘SEBI’) in this regard, for seeking approval of the Members of the Company on the following resolution: S. No. Particulars Resolution To approve the issuance, offer and allotment of Equity Shares by way Special Resolution of Preferential Issue In accordance with the aforesaid circulars, we hereby enclose the Notice of the EGM (“Notice”) which is being sent through electronic mode to all those members whose email addresses are registered with the Company/Registrar & Share Transfer Agent (“RTA”) or Depository Participant(s). Further, in connection with the EGM, we wish to inform you the following: Particulars Details Cut-off date for determining Members Thursday, October 08, 2026 entitled to vote through remote e-voting or during the AGM Commencement of remote e-Voting From 09:00 A.M. (IST) on Monday, October 12, 2026 End of remote e-Voting Up to 05:00 P.M. (IST) on Wednesday, October 14, 2026 The Notice of the EGM is enclosed and is also being uploaded on the website of the Company at https://rosselltechsys.com/investor-relations/shareholder-information/ Kindly acknowledge and take the same on records. Thanking You, Yours faithfully, For Rossell Techsys Limited Krishnappayya Desai Company Secretary & Compliance Officer Membership No.: A61281 Encl: As above NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that the 01/2026-27 Extraordinary General Meeting (“EGM”) of the members of Rossell Techsys Limited (the “Company”) will be held on Thursday, 15 October 2026 at 10:30 A.M. hours (IST) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) to transact the following special business: This EGM is being convened in accordance with the provisions of Sections 100 and 101 of the Companies Act, 2013 and the rules made thereunder. TO APPROVE THE ISSUANCE, OFFER AND ALLOTMENT OF EQUITY SHARES BY WAY OF PREFERENTIAL ISSUE To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Sections 23(1)(b), 42 and 62(1)(c) of the Companies Act, 2013 (the “Act”) read with: (i) Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014; and (ii) Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 ((i) and (ii), collectively referred to as the “Rules”) and Chapter V (Regulations 158 to 170) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI SAST Regulations”), the Foreign Exchange Management Act, 1999, as amended, and the rules and regulations made thereunder including the Foreign Exchange (Non-debt Instruments) Rules, 2019, as amended, and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Reserve Bank of India, Ministry of Corporate Affairs, Government of India, the Securities and Exchange Board of India (“SEBI”) (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, the provisions of the Listing Agreements entered into by the Company with BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (collectively, known as the “Stock Exchanges”) and subject to (i) such approvals as may be required; , and (ii) such conditions as may be prescribed by any of them while granting any such approval, which may be agreed by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any duly authorised committee thereof), consent of the members of the Company be and is hereby accorded to create, offer, issue and allot, on a preferential basis, in one or more tranches: “25,72,898 (Twenty-Five Lakh Seventy-Two Thousand Eight Hundred and Ninety-Eight) fully paid-up equity shares of face value of Rs. 2/- (Rupees two only) each (“Equity Shares”) at a price of Rs. 1,166/- (Rupees One Thousand One Hundred and Sixty-Six only) per Equity Share (including a premium of Rs. 1,164/- per Equity Share), for cash consideration aggregating to Rs. 299,99,99,068 (Rupees Two Hundred Ninety-Nine Crore Ninety-Nine Lakh Ninety-Nine Thousand and Sixty-Eight Only.), to the following proposed allottees (hereinafter referred to as the “Proposed Allottees”), who are not promoters and who do not belong to the promoter(s) and the promoter group of the Company, on such terms and conditions as may be determined by the Board, in accordance with the SEBI ICDR Regulations and other applicable laws, to the following person: Aggregate Maximum consideration S. No. of Equity % of Name of Proposed Allottee Category (based on the No. Shares to be shareholding above issue issued price) (Rs.) 1. SBI Mutual Fund through its various schemes, i.e.: i. SBI Conservative Hybrid Fund Non ii. SBI ELSS Tax Saver Fund promoter iii. SBI Infrastructure Fund (Qualified 23,15,609 5.75% 270,00,00,094 iv. SBI MNC Fund Institutional v. SBI Balanced Hybrid Fund Buyer) vi. Magnum Equity Ex-Top 100 Long Short Fund 2. SBI Optimal Equity Fund – Long Term Non (a scheme of SBI Alternative Equity promoter Fund) (Qualified 2,57,289 0.64% 29,99,98,974 Institutional Buyer) Total 25,72,898 6.39% 299,99,99,068 The Equity Shares so issued and allotted shall be fully paid up and ranking pari passu in all respects with the existing equity shares of the Company (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company; RESOLVED FURTHER THAT the issue and allotment of the Equity Shares to the Proposed Allottees by way of preferential issue shall, inter alia, be subject to the following terms and conditions: a. the allotment of the Equity Shares to the Proposed Allottees shall only be made in dematerialised form and the said shares shall be subject to lock-in for such period as may be prescribed under Regulation 167 of the SEBI (ICDR) Regulations; b. the Equity Shares so offered and issued to the Proposed Allottees by the Company shall be for cash consideration only; c. consideration for the Equity Shares shall be paid by the Proposed Allottees to the Company, from the bank account of the respective Proposed Allottees, on or before the time of allotment of the Equity Shares; d. the Equity Shares so offered, issued and allotted, shall not exceed the number of Equity Shares as approved herein above; e. the Equity Shares allotted to the respective Proposed Allottees shall rank pari passu with the existing Equity Shares in all respects (including with respect to dividend and voting rights) and shall [Showing first 8,000 characters — download PDF for full document]