Rose Merc.Limited — Board/Management Information 2023

Jun 19, 2023

(CIN:L24110MH1985PLC035078) Address:Office No:15/B/4, New Sion CHS SIES College, Behind D Mart, Sion West ,Mumbai MH 400022, India Email ID:rmltd1985@gmail.com Tele: 022-60602179 Website: www.rosemerc.in

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19[th] June, 2023

To,

BSE Limited

Corporate relationship Department Scrip Code : 512115 Phiroze Jeejeebhoy Towers, Scrip ID : ROSEMER Dalal Street, Fort Kind Att. Corporate Relationship Department Mumbai- 400001

Subject: In Compliance of Regulation 30 of SEBI (LODR) Regulations, 2015 – Outcome of Board meeting

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we would like to intimate that the Board of Directors of the Company have, at their meeting held today, i.e., Monday, June 19[th] ,2023, inter alia, deliberated, discussed and approved the following

1. The offer, issuance and allotment of the following subject to approval of the shareholders in the ensuing General Meeting:

2. a. 2,95,000 Equity Warrants convertible into 2,95,000 equity shares of face value Rs. 10/- at a price determined in accordance with Chapter V of the SEBI ICDR Regulations on Preferential Basis to Non-promoters for cash read with the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed herewith as Annexure A

3. b. 7,00,000 Equity Shares of face value Rs. 10/- each at a price to be determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), on a Preferential Basis to Nonpromoters for consideration other than cash (by way of share swap) ie. against acquisition of 4,667 equity shares Fyopro Services Private Limited ("FYOPRO"), a company that wholly owns Outcry Entertainment Group read with earlier intimation dated 6[th] April, 2023 and the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed herewith as Annexure B

4. c. Proposal to acquire an equity stake of 51% in Abaca Care Private Limited ("ABACA"). 51,000 Equity Shares of face value Rs. 10/- each at a price to be determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), on a Preferential Basis to Nonpromoters for consideration other than cash (by way of share swap) ie. against acquisition of

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(CIN:L24110MH1985PLC035078)

Address:Office No:15/B/4, New Sion CHS SIES College, Behind D Mart, Sion West ,Mumbai MH 400022, India Email ID:rmltd1985@gmail.com Tele: 022-60602179 Website: www.rosemerc.in

5,100 equity shares Abaca Care Private Limited ("ABACA"), a company incorporated in India read with the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed herewith as Annexure B

1. Incorporation of a Wholly Owned Subsidiary company in the name of Jadhav Rose Merc Sports Pvt Ltd or any name as per the approval of MCA with 49% shareholding of Rose Merc Limited to do business of owning sports league for wrestling and other contact sports.

2. The increase in authorized capital of the Company from Rs. 10,00,00,000 divided into 1,00,00,000 equity shares of Rs. 10/- to Rs. 15,00,00,000 divided into 1,50,00,000 equity shares of Rs. 10/- each and subsequent amendment of Capital Clause in Memorandum of Association due to increase in Authorised Capital of Company subject to approval of the shareholders in the ensuing General Meeting

3. Amendments to the Main Objects clause of the Company’s Memorandum of Association to incorporate events management and related activities as an additional and new business line for growth of company subject to approval of the shareholders in the ensuing General Meeting. Further details of said amendments in MOA as required under Regulation 30 read with Part A of the Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 is enclosed herewith as Annexure C

4. Appointment of Mr. Uday Tardalkar (DIN: 00205409 ) as an Additional Independent Director of the company as per recommendation of Nomination and Remuneration Committee with effect from 19[th] June, 2023.. The required details pursuant to SEBI (Listing Obligations and Disclosure Requirements), 2015 are enclosed as Annexure D and proposal to regularize him at the ensuing Annual General Meeting.

5. Appointment of Mr. Omprakash Brijnath Singh (DIN: 07204004 ) as Additional Independent Director of the company as per recommendation of Nomination and Remuneration Committee with effect from 19[th] June, 2023.. The required details pursuant to SEBI (Listing Obligations and Disclosure Requirements), 2015 are enclosed as Annexure D and proposal to regularize him at the ensuing Annual General Meeting.

6. Proposal to regularize Ms. Vaishali Parkar Kumar (DIN: 09159108) at the ensuing Annual General Meeting. The required details pursuant to SEBI (Listing Obligations and Disclosure Requirements), 2015 are enclosed as Annexure D.

7. Proposal to regularize Mr. Avinash Madhav Sonawane (DIN: 10101936) at the ensuing Annual General Meeting. The required details pursuant to SEBI (Listing Obligations and Disclosure Requirements), 2015 are enclosed as Annexure D.

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(CIN:L24110MH1985PLC035078) Address:Office No:15/B/4, New Sion CHS SIES College, Behind D Mart, Sion West ,Mumbai MH 400022, India Email ID:rmltd1985@gmail.com Tele: 022-60602179 Website: www.rosemerc.in

1. RML Employee Stock Option Plan II, 2023 (‘RML ESOP II - 2023’) recommended by the Compensation Committee subject to approval of the shareholders in the ensuing General Meeting

2. Alteration of Articles of Association of the Company subject to shareholders’ approval in the ensuing General Meeting to incorporate amendments as provided herein below-

Article 97 - Chairman or Vice- Chairman of the Board

(i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their member to be Chairperson of the meeting.

1. Draft notice convening General Meeting of the Members of the Company to be held on Saturday, 3[rd] August, 2023 through Other Audio Visual Means ("OAVM").

The meeting commenced at 5.00 p.m. and concluded at 8.20 p.m

Please take the same on record and oblige.

For ROSE MERC LIMITED

SHAIKH Digitally signed by SHAIKH NOORUDDIN NOORUDDIN MOHAMMED Date: 2023.06.19 MOHAMMED 20:25:48 +05'30'

Nooruddin Mohammed Shaikh Wholetime Director DIN: 09660481 Date:19-06-2023 Place: Mumbai

(CIN:L24110MH1985PLC035078) Address:Office No:15/B/4, New Sion CHS SIES College, Behind D Mart, Sion West ,Mumbai MH 400022, India Email ID:rmltd1985@gmail.com Tele: 022-60602179 Website: www.rosemerc.in

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Annexure A

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Sr. Particulars Remarks
No.
1 Type of securities proposed to Equity Warrants convertible into Equity Shares of face value Rs.
be issued 10/- per share.
2 Type of issuance Preferential Issue
3 Total number of securities Upto 2,95,000 Equity Convertible Warrants of face value Rs.
proposed to be issued or the 10/- per share.
total amount for which the
securities will be issued
(approximately)
4 Names of the investors
No. of
Sr.
Name warrants to
No.
be issued
1 Uday Sait 50,000
2 Suhas Kale 50,000
Tony Lalchand
5,000
3 Nawani
4 Gaurav Tripathi 25,000
5 Renu Kharti 15,000
6 Chaitanya Vaidya 1,00,000
Dattatray Rajaram
50,000
7 Jadhav
Total 2,95,000
5 Issue Price Issue at price of upto Rs. 100/- (including premium of Rs. 90/-)
each subject to Chapter V of SEBI ICDR Regulations and
Valuation Report as may be required.
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(CIN:L24110MH1985PLC035078) Address:Office No:15/B/4, New Sion CHS SIES College, Behind D Mart, Sion West ,Mumbai MH 400022, India Email ID:rmltd1985@gmail.com Tele: 022-60602179 Website: www.rosemerc.in

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Annexure B

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Sr. Details to be Point No. 1 (b) Point No. 1 (c)
No. disclosed -
Acquisition
(including
agreement to
acquire)
A Name of the target Fyopro Services Private Limited Abaca Care Private Limited
entity, details in During the financial year 2022-23,
brief such as size, the Group achieved Abaca Care Private Limited is a
turnover etc. 1. A total revenue of Rs.2.92 newly incorporated Company and
cr has no revenue as on date.
1. A total revenue - NIL
2. Net profit of Rs. 23.19
Lakhs 2. Net loss of Rs. 46,001
3. Net worth of Rs. -31.88 3. Net worth of Rs. 53,999
Lakhs
B Whether the The acquisition will not fall The acquisition will not fall within
acquisition would within related party transaction related party transaction and the
fall within related and the promoter/promoter promoter/promoter group/group
party transaction(s) group/group companies of the companies of the Company have no
and whether the Company have no interest in the interest in the entity whose shares are
promoter/ entity whose shares are being being purchased.
promoter group/ purchased.
group companies
have any interest in
the entity being
acquired? If yes,
nature of interest
and details thereof
and whether the
same is done at
“arm’s length”
C Industry to which Entertainment and Media Industry Organic healthcare
the entity being
acquired belongs;
D Objects and effects This acquisition would allow our This acquisition would allow our
of acquisition company to partner with the company to partner with the leading
(including but not leading and fast-growing E- and fast-growing market of organic
limited to, commerce platform developers, healthcare products
disclosure of event management company,
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(CIN:L24110MH1985PLC035078) Address:Office No:15/B/4, New Sion CHS SIES College, Behind D Mart, Sion West ,Mumbai MH 400022, India Email ID:rmltd1985@gmail.com Tele: 022-60602179 Website: www.rosemerc.in

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reasons for talent promotion, product
acquisition of launches, promotional advisors,
target entity, if its creative branding, advertising, and
business is outside experiential marketing campaigns
the main line of for promotion activity.
business of the
listed entity);
E Brief details of any Not Applicable Not Applicable
governmental or
regulatory
approvals required
for the acquisition;
F Indicative time Not applicable. Not applicable.
period for
completion of the
acquisition;
G Nature of Share Swap – The Purchase Share Swap – The Purchase
consideration - Consideration shall be discharged Consideration shall be discharged by
whether cash by issue of 7,00,000 equity shares issue of 51,000 equity shares of
consideration or of Re.10 each, at a premium of Re.10 each, at a premium of Rs. 90
share swap and Rs. 90 per equity share per equity share (“’Consideration
details of the same; (“Consideration Shares”) of Rose Shares”) of Rose Merc Limited, as
Merc Limited, as full and final full and final payment in respect of
payment in respect of the the proposed Transaction subject to
proposed Transaction subject to prevailing law and negotiations
prevailing law and negotiations amongst the parties to the
amongst the parties to the Agreement.
Agreement.
H Cost of acquisition Rs. 7,00,00,000 Rs. 51,00,000
or the price at As per the valuation report tabled As per the valuation report tabled
which the shares before the Board before the Board
are acquired;
I Percentage of 46.67% 51%
shareholding /
control acquired
and / or number of
shares acquired;
J Brief background Brief Background – Fyopro is a Brief Background- The Company is
about the entity leading and fast-growing E- in to developing of homeopathy pain
acquired in terms commerce platform developers, relief products.
of products/line of event management company,
business acquired, talent promotion, product Date of Incorporation – 17/05/2023
date of launches, promotional advisors, Turnover of last 3 years – Not
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(CIN:L24110MH1985PLC035078)

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Address:Office No:15/B/4, New Sion CHS SIES College, Behind D Mart, Sion West ,Mumbai MH 400022, India Email ID:rmltd1985@gmail.com Tele: 022-60602179 Website: www.rosemerc.in

	incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);	creative branding, advertising, and experiential marketing campaigns for promotion activity. Date of Incorporation – 21/07/2020 Turnover of last 3 years- 2020-2021- Rs. 48,85,211 2021-2022- Rs. 93,88,713 2022-2023-Rs. 2,92,00,000	applicable
K	Country in which the acquired entity haspresence	India	India
L	Any other significant information in brief	-	-

Annexure C

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Sr. No. Amendments in the Memorandum of Association of the Company
Adoption of new line(s) of business
1. Industry or area to which the new line of Event Management and Sports related
business belongs to event/ business
2. Expected benefits Better synergies of scale as we will be
managing events and sports league
creating our own IP.
3. Estimated amount to be invested INR 1,50,00,000
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(CIN:L24110MH1985PLC035078) Address:Office No:15/B/4, New Sion CHS SIES College, Behind D Mart, Sion West ,Mumbai MH 400022, India Email ID:rmltd1985@gmail.com Tele: 022-60602179 Website: www.rosemerc.in

Annexure D

Name of Director	Uday Tardalkar (DIN:00205409)	Avinash Madhav Sonawane (DIN: 10101936)	Ms.Vaishali Parkar Kumar (DIN: 09159108)	Mr.Omprakash Brijnath Singh (DIN: 07204004)
Reason for Change	Appointment as Additional Independent Director and proposed regularisation	Regularisation	Regularisation	Appointment as Additional Independent Director and proposed regularisation
Date of Appointment / Term of appointment	Date of Appointment: 19- 06-2023 Regularisation at ensuingAGM	Date of Appointment: 13- 04s-2023 Regularisation at ensuingAGM	Date of Appointment: 25- 01-2023 Regularisation at ensuingAGM	Date of Appointment: 19- 06-2023 Regularisation at ensuingAGM
Brief Profile	Mr. Uday Tardalkar holds Bachelor of Commerce and L.L.B Degree from University of Mumbai. He has a vast experience of over 20 years in the industry. He is currently a Member of Grievance Redressal Committee (GRC) of National Stock Exchange (NSE), National Commodity & Derivatives Exchange Limited (NCDEX) Multi Commodities Exchange Limited (MCX)National	Mr. Avinash Sonawane has served with Maharashtra Police Service Commission since 1987 and retired as Deputy Superintendent of Police/ACP in January, 2019. He has been rewarded with 574 awards during his tenure. Post retirement, he had rendered his services for betterment and upliftment of Maharashtra state security corporation, Mumbai since November 2019. He has also worked	Ms. Vaishali Parkar Kumar holds Master’s Degree in Finance from Mumbai University. She is multi – disciplined professional with over 15 years of experience in the field of Investments and Equity Research specializing across multiple sectors. She worked as SEBI approved Institutional Equity Research Analyst with various Financial Institutions in India including SBI Caps, Bank of Baroda Capital Markets, BNP Sharekhan.	Mr.Omprakash Brijnath Singh holds Master’s Degree in Labour Studies (MLS) from MILS, University of Bombay, India (1997) with specialization in Human Resource Development and Industrial Relation and in Finance from Mumbai University. He has a vast experience of over 25 years in the industry. He is highly Experienced HR leader integrated with Business knowledge and Financial Acumen capable of

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(CIN:L24110MH1985PLC035078)

Address:Office No:15/B/4, New Sion CHS SIES College, Behind D Mart, Sion West ,Mumbai MH 400022, India Email ID:rmltd1985@gmail.com Tele: 022-60602179 Website: www.rosemerc.in

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Depository Maharashtra state Since 2017, she handling all kinds
Services Ltd. security corporation worked extensively of Business
(NSDL), Central and contributed at in the area of Challenges.
Depository India the venue in strategy,
Limited (CDSL), tandem with management At present, he is
NSE Clearing Ltd, consulting, private the Consulting
reliance and
NCDEX Clearing equity, financials Partner of
MMRDA.
Ltd. and MCX and advisory Business
He was
Clearing domain and Consultant where
spearheading the
Corporation sustainability he supports clients
Limited. proceedings as Joint projects on business
Director Operation strategies , Client
at Maha Metro acquisition , HR
Mumbai and Operations &
Mumbai Metro Rail, Processes in ITES
up until early June, and Energy
2022. vertical. He has
also been a
Director of Netco
Converge Pvt. Ltd
- a leading
national player in
the arena of
Shared networks
for the last mile
Mobility ( IBS )
& Data ( GPON )
connectivity
across the
prominent Malls ,
Commercial
Properties ,
Hospitals &
Hotels in western
India, NCR &
Andhra Pradesh.
Whether None None None None
related to
Director and
KMP
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