Rose Merc.Limited — AGM Information 2024

Sep 30, 2024

September 30, 2024

To, Corporate Relations Department, Bombay Stock Exchange Limited P.J. Towers, Dalal Street, Fort, Mumbai – 400001 Dear Sir/Madam,

Fax No.:022-22722061/41/39/27

Ref: Scrip Code: 512115 Scrip ID: ROSEMER

Sub: Outcome and Proceedings of 40th Annual General Meeting of the Members of the Company held on September 30, 2024

Dear Sir/ Madam,

Pursuant to Regulation 30 read with Schedule III of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015, please find enclosed, the proceedings of the 40th Annual General Meeting (“AGM”) of the Members of Rose Merc Limited (“the Company”) held today, i.e. on Monday, September 30, 2024 at 04:00 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).

Please note that the results of the remote e-voting and e-voting during the AGM and the Scrutinizers Report shall be notified to the Stock Exchange in the requisite format.

Kindly take the same on your record and oblige.

Thanking You. For ROSE MERC LIMITED

VAISHALI Digitally signed by PARKAR VAISHALI PARKAR KUMAR Date: 2024.09.30 17:34:16 KUMAR +05'30' Vaishali Parkar Kumar Executive Director DIN: 09159108

Date: September 30, 2024 Place: Mumbai

PROCEEDINGS OF THE 40TH ANNUAL GENERAL MEETING

Meeting Day, Date & Time Monday, September 30, 2024 at 04:00 P.M. (IST) Chairman Mr. Purvesh Shelatkar, Executive Director of the Company, took the chair as per Article of Association of the Company Members Attending 13 Members Quorum The requisite quorum, as required under section 103 of the Companies Act, 2013, was present. Present Mr. Purvesh Shelatkar, Executive Director Mr. Shekhar Mennon, Independent Director Ms. Vaishali Parkar Kumar, Whole-time director & CFO Dr. Saroj Shrinivas Datar, Women Independent Director Mr. Uday Damodar Tardalkar, Independent Director and Chairman of the Audit Committee Ms. Purva Jhanwar, Company Secretary & Compliance Officer In Attendance M/s. BB Gusani& Associates, Statutory Auditor Mr. Deepak Rane, Secretarial Auditor

Mr. Nooruddin Shaikh -Whole-timeDirector,Mr. Vivek Parulkar- Executive Director, Mr. Sonu Surjit Vasan - Independent Director, Mr. Kirti Savla - Managing Director, Mr. Sumant Bhargav Ghaisas - Independent Director,Mr. Avinash Sonawane - Independent Director,Mr. Omprakash Brijnath Singh - Non-executive Director were unable to attend the Meeting.

The requisite quorum being present, the Chairman declared the Meeting in order.

Mr. Purvesh Shelatkar, Executive Director, took the Chair. The Chairman welcomed all the shareholders at the meeting and delivered the opening speechand then introduced the Directors present at the meeting, the Company Secretary & Compliance Officer and also the Chairman of Audit Committee at the meeting.

The Chairman briefed the Members about the relevant provisions of the Companies Act, 2013, the relevant rules made thereunder, provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the procedure of the AGM. He also informed that as per the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, and other applicable provisions of the Companies Act, 2013 and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company had provided to its Members the remote e-voting facility to cast their votes by electronic means on all resolutions as stated in the notice to the 40th Annual General Meeting and e-voting was kept open from Friday, September 27, 2024 at 09:00 A.M. (IST) to Sunday, September 29, 2024 at 05:00 P.M. (IST).

With the consent of all the Members, notice of the 40th Annual General Meeting, Auditor’s Report and Secretarial Auditor’s Report were taken as read.

The Board responded to the queries received /explanation sought by the shareholders.

The following items of business, as set out in the Notice of the AGM, were put to vote:

Ordinary Business:

1. To receive, consider and adopt

2. i. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024,together with the Reports of the Auditor’s thereon; and

3. ii. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024,together with the reports of the Board of Directors and the Auditor’s thereon.

4. To declare Final Dividend of Rs. 0.10/- per Equity Share of the face value of Rs. 10/- each (1% of the face value) for the financial year ended March 31, 2024.

5. To re-appoint Mr.NooruddinShaikh (DIN: 09660481), Whole Time Director, who retires by rotation and being eligible, offers himself for re-appointment.

Special Business:

1. To approve grant of options to identified employee during the financial year 2024-2025 exceeding 1% of the issued share capital of the Company.

2. To approve issue of Equity Warrants convertible into Equity Shares of the Company on preferential basis.

All items as set out above were transacted through remote e-voting prior to the AGM and e-voting during the AGM.

The objective and implications of the resolutions being already set out in the notice and explanatory statement, which were self-explanatory. Hence, the same were not being repeated in the interest of brevity. Shareholders were requested to contact the Company at the registered E-mail address in caseof any clarifications on any business item mentioned in the notice of the AGM.

The e-voting facility at the AGM remained open for 15 minutes after the Meeting.

The Chairman expressed his gratitude towards all Members for participating and announced closer of Annual General Meeting of the Company.

The voting results with the Scrutinizer's Report will be submitted to the Stock Exchanges shortly.

The Meeting commenced at 04:00 P.M. (IST) and concluded at 04:23 P.M. (IST) and e-voting was open till 04:38 P.M.(IST).

(Note: The above are only the proceedings of the AGM and do not purport to be the Minutes of the said Meeting.)