Rose Merc.Limited — AGM Information 2025

Oct 29, 2025

October 29, 2025

To, The Corporate Relations Department, BSE Limited, PJ Towers, Dalal Street, Fort, Mumbai-400001

BSE Scrip Code: 512115 Scrip ID: ROSEMER

Sub: Submission of Corrigendum of Notice of Annual General Meeting of Rose Merc Limited ('the Company')

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Corrigendum of Notice of Annual General Meeting of the Company dated October 29, 2025 sent today to the members of the Company for seeking their approval on the resolutions as set out in the Notice of E-voting by way of voting through electronic means i.e. through remote e-voting systemonly.

In accordance with circulars issued by Ministry of Corporate Affairs, from time to time, the notice is being sent only in electronic form to Members whose email addresses are registered with their depository participants (in case of electronic shareholding)/the Company’s Registrar and Transfer Agent (in case of physical shareholding) and whose names are recorded in the Register of Members/List of Beneficial Owners as on Friday, 24[th] October, 2025 (cut-off date).

The Company has engaged the services of Purva Sharegistry (I) Pvt. Ltd. for the purpose of providing remote e-voting facility to the members. The remote e-voting will commence from 09.00 a.m. on Wednesday, 05th November, 2025 and up to 5.00 p.m. on Thursday, 06th November, 2025. E-voting module will be blocked by Purva Sharegistry (I) Pvt. Ltd at 5.00 p.m. on Thursday, 06th November, 2025.

The Corrigendum of Notice of Annual General Meeting is also available on the website of the Company viz. www.rosemerc.in.

Thanking You, Yours Faithfully,

For Rose Merc Limited

Vaishali Digitally signed by Vaishali Parkar Parkar Kumar Date: 2025.10.29 Kumar 19:28:01 +05'30'

Vaishali Parkar Kumar Executive Director DIN: 09159108

CORRIGENDUM TO NOTICE OF ANNUAL GENERAL MEETING

This Corrigendum is being issued in continuation of the General Meeting Notice dated July 30, 2025, convening the Annual General Meeting (“AGM”) of Rose Merc Limited (“the Company”) on Monday, the August 25, 2025, at 04:00 p.m. (IST) through Video Conferencing / Other Audio-Visual Means. The Notice of the Annual General Meeting (AGM) was communicated to the shareholders of the Company on August 01, 2025, in due compliance with the provisions of the Companies Act, 2013 read with the relevant rules made thereunder. Except for the changes as under, all contents of the Notice to the Shareholders remain the same.

The “Clause 1 of Item No. 6 & 7” relating to issue of 2,84,278 Equity shares and 2,26,000 Warrants (Convertible into equivalent number of Equity Shares of the Company) to NonPromoter on Preferential Basis in Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 to the aforesaid Notice shall be read as follows:

“1. Objects of the Preferential issue:

To raise further capital in order to meet the funding requirement for business growth and expansion which includes investments in subsidiaries and other companies/acquisition opportunities, exploring new initiatives, working capital requirements, and other general corporate purposes.

The details of objects of the issue are given below:

Sr. No.	Particulars	Rupees
1	Investment in Emirates Holding FZ LLC (Fujairah UAE)	2,00,00,000
2	Investment / Acquisition in Other Companies (under negotiations and fnalization with two companies)	1,50,00,000
3	Working Capital and Other General Corporate Purposes
	Payments towards Salaries and Other Employee Benefts	50,00,000
	Stock in trade	50,00,000
	Processing Fees, Certifcations, Corporate Action Fees, Legal and Professional Charges, Registrar And Share Transfer Agent Charges, etc.	9,25,020
	Total	4,59,25,020

It may be noted that in case if the discussion mentioned at item 2 in the table above fail then the amount allocated towards the Investment / Acquisition in Other Companies will be utilised towards the payment obligations stated in item 1.”

We specifically draw your attention to the fact that there will be no capital expenditure as envisaged initially in the General Meeting Notice dated July 30, 2025. Thus, as directed by the

Stock Exchange, our Company is seeking approval from its shareholders for the above stated “Objects of the Issue”.

For the above, our Company shall be providing e-voting facility to its shareholders. The said e-voting facility shall remain open for 48 hours commencing on 05th November at 9.00 A.M. and ending on 06th November at 05:00 P.M. both the days inclusive.

Except Uday Damodar Tardalkar, Independent Director and Saroj Shrinivas Datar, Women Independent Director, None of Directors, Key Managerial Persons or their relatives are concerned or interested in the above referred resolution to the extent of their shareholding in the Company and the proposed allotment.

The Board of Directors of the Company believes that the proposed preferential issue is in the best interest of the Company and its members. The Board of Directors recommends the passing of the resolution as set out in Item No. 6 & 7 of General meeting notice dated July 30, 2025, read along with the Objects mentioned above, as special resolution for your approval.

This Corrigendum to the Notice of Annual General Meeting shall form an integral part of the Annual General Meeting Notice dated July 30, 2025, which has already been circulated to the Shareholders of the Company on 01st August, 2025. The said Notice of Annual General Meeting shall always be read in conjunction with this Corrigendum. This Corrigendum is also being published in the “Active Times” (Mumbai), (English language) and “Pratahkal” (Mumbai), (Marathi language) and will also be made available on website of the Stock Exchange i.e. www.bseindia.com and on the website of the Company at www.rosemercltd.com. All other contents of the Notice of Annual General Meeting, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

For and on behalf of Board of Directors Rose Merc Limited

Sd/Vaishali Parkar Kumar DIN: 09159108 Whole Time Director

Place: Mumbai Date: October 29, 2025.

Registered Office: Office No: 15/B/4, New Sion CHS, SIES College, Behind D Mart, Sion West, Mumbai - 400022, Maharashtra, India.

SHAREHOLDER INSTRUCTIONS FOR E-VOTING

Purva e-Voting System – For Remote e-voting and e-voting during AGM

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted to approve the matter stated in the Corrigendum to the AGM Notice dated July 30, 2025. For this purpose, the Company has entered into an agreement with Purva Sharegistry (India) Private Limited (Purva) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting will be provided by Purva.

3. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Corrigendum to the AGM Notice has been uploaded on the website of the Company at https://www.rosemerc.in/. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com . Corrigendum to the AGM Notice is also disseminated on the website of PURVA (agency for providing the Remote e-Voting facility) i.e. https://evoting.purvashare.com/.

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SHAREHOLDER INSTRUCTIONS FOR E-VOTING

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

• (i) The voting period begins on November 05, 2025 at 9.00 A.M. and ends on November 06, 2025 at 05:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of October 24, 2025 may cast their vote electronically. The e-voting module shall be disabled by Purva for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY /LINKINTIME/PURVA, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

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SHAREHOLDER INSTRUCTIONS FOR E-VOTING

• 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode withNSDL

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e- Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4) Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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SHAREHOLDER INSTRUCTIONS FOR E-VOTING

5) For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click oncompany name or e-Voting service provider nameand you will be re-directed toe-Voting service provider websitefor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e- Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

**Login type **	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (iv) Login method for e-Voting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• 1) The shareholders should log on to the e-voting website https://evoting.purvashare.com.

• 2) Click on “Shareholder/Member” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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SHAREHOLDER INSTRUCTIONS FOR E-VOTING

• 4) If you are holding shares in demat form and had logged on to www.evotingindia.com or www.evoting.nsdl.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 5) If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) ● Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. ● If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (viii) Click on the EVENT NO. for the relevant on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO/ABSTAIN” for voting. Select the option YES or NO or ABSTAIN as desired. The option YES implies that you assent to the Resolution, option NO implies that you dissent to the Resolution and option ABSTAIN implies that you are not voting either for or against the Resolution.

• (x) Click on the “NOTICE FILE LINK” if you wish to view the Notice.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) Facility for Non – Individual Shareholders and Custodians – Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to https://evoting.purvashare.com and register themselves in the “Custodians / Mutual Fund” module.

• ● A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to evoting@purvashare.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

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SHAREHOLDER INSTRUCTIONS FOR E-VOTING

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, non-individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; info@rosemerc.in, if they have voted from individual tab & not uploaded same in the Purva e-voting system for the scrutinizer to verify the same.

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