Rose Merc.Limited — Capital/Financing Update 2023

Sep 4, 2023

info@rosemerc.in

Date: September 04, 2023

To,

BSE Limited

Corporate Relationship Department

Phiroze Jeejeebhoy Towers

Dalal Street, Fort

Mumbai - 400001

Kind Attention: Corporate Relationship Department

BSE Script Code: 512115; Scrip ID: ROSEMER

Subject: Intimation pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Rose Merc proposes to acquire 46.67% shares of Outcry Media Solutions Private Limited (formerly known as Fyopro Services Private Limited)

Dear Sir/Madam,

Pursuant to Regulation 30 read with Schedule III-Part A and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that one of the existing shareholders of Outcry Media Solutions Private Limited (formerly known as Fyopro Services Private Limited) (the “ Outcry ”), proposes to transfer 46.67% shares of Outcry to Rose Merc Limited ( “Rose Merc” ), subject to the terms and conditions recorded in a Share Purchase Agreement dated September 02, 2023 (“ SPA ”), executed amongst the parties.

Further, we wish to inform the Stock Exchange and stakeholders that the transfer of 46.67% shares of Outcry is subject to, and pending, the issue and allotment of shares of Rose Merc to the selling shareholder of Outcry. The issue and allotment of shares of Rose Merc is towards the discharge of consideration for the aforesaid transfer on share swap basis as approved by the Board of directors and shareholders of Rose Merc. Further the said issue and allotment

of shares of Rose Merc are subject to the approval from Stock Exchange and/or other regulatory authorities.

info@rosemerc.in

Rose Merc hereby intimates the Stock Exchange about the execution of the SPA on September 02, 2023. We have set out the requisite disclosures in Annexure A .

We also wish to inform the Stock Exchange that pursuant to a fresh Certificate of Incorporation issued by the Ministry of Corporate Affairs to Outcry on August 31, 2023, the name of Outcry has been changed from " Fyopro Services Private Limited " to " Outcry Media Solutions Private Limited ". In view thereof, the reference to Fyopro Services Private Limited in all the previous intimations and filings made to the Stock Exchange shall now be deemed to read as Outcry Media Solutions Private Limited .

Please take on record the aforesaid and acknowledge the receipt of the same.

Thanking You,

Yours Faithfully

SHAIKH NOORUDDIN MOHAMMED Digitally signed by SHAIKH NOORUDDIN MOHAMMED DN: c=IN, o=Personal, title=5099, pseudonym=133011361263362611yE1jCFByA6hvBi, 2.5.4.20=e8d6adb09e0c263be1f77fc6f7bb1279bac8adfdd679bd2ab7b523ce2b69a575, postalCode=400612, st=Maharashtra, serialNumber=e0640256f00d456f350ac09861b34425371bd2cda729daf11a88064054f543e8, cn=SHAIKH NOORUDDIN MOHAMMED Date: 2023.09.04 18:48:42 +05'30'

For Rose Merc Limited

Nooruddin Mohammed Shaikh

Director

DIN: 09660481

info@rosemerc.in

Annexure A

Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023.

Disclosure for the Share Purchase Agreement

No	Particulars	Details
A.	Name of the Target Entity, details in brief such as size, turnover etc.	Outcry Media Solutions Private Limited (formerly known as Fyopro Services Private Limited) (“Outcry”), a company incorporated under the Companies Act, 2013, having its registered office at Oshiwara Industrial Center, B-341, Off New Link Road, Bhagat Singh II, Goregaon (West), Mumbai 400104. Outcry is engaged in the business of, inter alia, promoting, organizing, managing artists and celebrities at national and international events. Pursuant to a fresh Certificate of Incorporation issued by the Ministry of Corporate Affairs to Outcry on August 31, 2023, the name of Outcry has been changed from "Fyopro Services Private Limited" to "Outcry Media Solutions Private Limited". [Turnover of Outcry during the last 3 years is set out below: 2020-2021- Rs. Nil 2021-2022- Rs. Nil 2022-2023-Rs. Nil]
B.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ 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”.	Not a related party transaction. The Promoter/ Promoter Group/Group Companies do not have any interest in Outcry.
C.	Industryto which the entitybeing	Entertainment and Media Industry

info@rosemerc.in

No	Particulars	Details
	acquired belongs
D.	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of Target Entity, if its business is outside the main line of business of the listed entity)	This acquisition would allow Rose Merc to partner with the leading and fast-growing event management company, talent promotion, product launches, promotional advisors, creative branding, and experiential marketing campaigns for promotion activity.
E.	Brief details of any governmental or regulatory approvals required for the acquisition	Rose Merc has filed an application to BSE for procuring in-principle approval for the issue of shares to selling shareholder of Outcry. [As on date, the aforesaid approval is pending to be granted by the Stock Exchange.]
F.	Indicative time period for completion of the acquisition	Rose Merc proposes to acquire 46.67% shares of Outcry in terms of the Share Purchase Agreement. Rose Merc will acquire 4,667 equity shares of Outcry from Saurabh Chaudhary for consideration other than cash, by way of a share swap transaction, against the issuance and allotment of 7,00,000 equity shares of Rose Merc on preferential basis.
G.	Nature of consideration - whether cash consideration or share swap and details of the same	Consideration other than cash i.e., by way of share swap transaction, against the issuance and allotment by Rose Merc to Saurabh Chaudhary of 7,00,000 equity shares of Rose Merc on preferential basis.
H.	Cost of acquisition or the price at which the shares are acquired	Rs.7,00,00,000 (as per the valuation report tabled before the Board)
I.	Percentage of shareholding/control acquired and/or number of shares acquired	46.67% shares of Outcry
J.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover	Outcry is a leading and fast-growing event management company, talent promotion, product launches, promotional advisors, creative branding, and experiential marketing campaigns for promotion activity. Date of Incorporation – July 21, 2020 Turnover of Outcry during the last 3 years is set out below:

info@rosemerc.in

No	Particulars	Details
		2020-2021- Rs Nil. 2021-2022- Rs. Nil 2022-2023-Rs. Nil
K.	Country in which the acquired entity has presence and any other significant information	India
L.	Any other significant information in brief	-

Kindly acknowledge and take on record the same

For ROSE MERC LIMITED

Digitally signed by SHAIKH NOORUDDIN MOHAMMED SHAIKH DN: c=IN, o=Personal, title=5099, pseudonym=133011361263362611yE1jCFByA6hvBi, 2.5.4.20=e8d6adb09e0c263be1f77fc6f7bb1279bac8ad fdd679bd2ab7b523ce2b69a575, postalCode=400612, NOORUDDIN st=Maharashtra, serialNumber=e0640256f00d456f350ac09861b344253 71bd2cda729daf11a88064054f543e8, cn=SHAIKH NOORUDDIN MOHAMMED MOHAMMED Date: 2023.09.04 18:37:59 +05'30'

NOORUDDIN MOHAMMED SHAIKH

Wholetime Director

DIN: 09660481

Place :Mumbai

Date: 4[th ] September,2023