Rose Merc.Limited — Capital/Financing Update 2023

Jul 7, 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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07[th] July, 2023

To,

BSE Limited

Corporate relationship Department

Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai- 400001

Scrip Code : 512115 Scrip ID : ROSEMER Kind Att. Corporate Relationship Department

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., Friday, July7[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. 3,60,000 Equity Warrants convertible into 3,60,000 equity shares of face value Rs. 10/- (including the proposed issue of 3,05,000 Equity warrants approved by Board in their meeting held on 19[th] June, 2023) 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. Signed an exclusive commercial Ad time agreement with Bhakti World Radio Broadcasting Private Limited (“BWR”) for a period of 6 years wherein BWR has assign to Rose Merc Limited, all the Commercial Ad Time Inventory on, and arising from all or any of the media on the Digital Platform and permit Rose Merc Limited to purchase from, and/or to resell to, the advertisers, the Commercial Ad Time Inventory on the Digital Platform, and do such other actions in connection therewith, as decided by ROSE MERC, from time to time. This will generate new avenue of income for RoseMerc Ltd.Disclosure as required under Regulation 30 is enclosed herewith as Annexure C.

4. Approved the proposal to enter into a referral agreement with CapitalSquare Advisors Pvt. Ltd. for provision of financial advisory and consultancy services wherein Rose Merc Limited will introduce Corporates and HNI clients to CapitalSquare Advisors Pvt. Ltd.. This will generate new avenue of income for Rosemerc Ltd.

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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

Brief Background –CapitalSquare Advisors Pvt. Ltd. is a boutique financial services group headquartered in India providing services to its clientele spread across various industries and geographies.

1. Convening General Meeting of the Members of the Company to be held on Thursday, 3[rd] August, 2023 through Other Audio Visual Means ("OAVM"). Businesses to be transacted at Annual General Meeting of the company:

2. Directors Report along with the annexure thereto for the financial year ended as on March 31[st] 2023.

3. Secretarial Audit Report issued by Mr. Deepak Rane, Practicing Company Secretary (Certificate of Practice No.: 8717) for the financial year 2022-23.

4. Reference is made to the outcome of the Board meeting held on June 19, 2023, filed by the Company with the Exchange on June 19, 2023 ("Outcome"). Paragraph 1(b) of the Outcome shall be amended and restated as follows: "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 DisclosureRequirements) Regulations, 2018 ("SEBI ICDR Regulations"), on a Preferential Basis to Non-promoters for consideration other than cash (by way of share swap) i.e. against acquisition of 4,667 equity shares Fyopro Services Private Limited ("FYOPRO"), a company that has acquired the event management business of a sole proprietorship concern, Outcry Entertainment, read with earlier intimation dated 6th April, 2023, and the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed herewith as Annexure C.

The meeting commenced at 05.00 p.m. and concluded at 07.00 p.m Please take the same on record and oblige.

For ROSE MERC LIMITED

SHAIKH Digitally signed by SHAIKH NOORUDDIN NOORUDDIN MOHAMMED Date: 2023.07.07 19:09:53 MOHAMMED +05'30'

Nooruddin Mohammed Shaikh Wholetime Director DIN: 09660481 Date:07-07-2023 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 3,60,000 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
5,000
3 LalchandNawani
4 Gaurav Tripathi 25,000
5 Renu Kharti 15,000
6 Chaitanya Vaidya 1,00,000
Dattatray Rajaram
50,000
7 Jadhav
8 SaileshPethe 10,000
9 Vijaykumar Gaurat 5,000
10 Atul Jain 50,000
Total 3,60,000
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
Sr No. Particulars Point no. 2
Exclusive commercial Ad time agreement with Bhakti
World Radio Broadcasting Private Limited (“BWR”) for a
period of 6 years wherein BWR shall assign to Rose Merc
Limited, all the Commercial Ad Time Inventory on, and
arising from all or any of the media on the Digital Platform
and permit Rose Merc Limited to purchase from, and/or to
resell to, the advertisers, the Commercial Ad Time
Inventory on the Digital Platform,and do such other actions
in connection therewith, as decided by ROSE MERC, from
time to time, in its sole discretion for a consideration of
1. Brief details of the Agreement INR 6,00,000/- per annum.
Date of Board Meeting approving 07/07/2023
2. the Agreement
Whether the agreement is in the Ordinary Course of business
normal course of business?
3. If no, provide reasons.
Impact of the agreement on -
Management and control of the
4. listed entity
5. name(s) of parties with whom the Bhakti World Radio Broadcasting Private Limited
agreement is entered (“BWR”)
6. Date on which the agreement was 07/07/2023
entered
7. purpose of entering into the Additional source of income
agreement;
8. shareholding, if any, in the entity 7.61%
with whom the agreement is
executed;
9. significant terms of the agreement -
(in brief) special rights like right
to appoint directors, first right to
share subscription in case of
issuance of shares, right to restrict
any change in capital structure
etc.
10. whether, the said parties are No
related to promoter/promoter
group/ group companies in any
manner. If yes, nature of
relationship;
11. whether the transaction would fall No
within related party transactions?
If yes, whether the same is done at
“arms length”;
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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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12. in case of issuance of shares to the -
parties, details of issue price, class
of shares issued;
13. any other disclosures related to -
such agreements, viz., details of
nominee on the board of directors
of the listed entity, potential
conflict of interest arising out of
such agreements, etc;
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Annexure C

Sr. No.	Details to be disclosed - Acquisition (including agreement to acquire)	Point No. 7
A	Name of the target entity, details in brief such as size, turnover etc.	Fyopro Services Private Limited During the financial year 2022-23, the Group achieved 1. A total revenue of Rs.2.92 cr Lakhs 2. Net profit of Rs. 23.19 Lakhs 3. Net worth of Rs. -31.88 Lakhs
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”	The acquisition will not fall within related party transaction and the promoter/promoter group/group companies of the Company have no interest in the entity whose shares are being purchased.
C	Industry to which the entity beingacquired belongs;	Entertainment and Media Industry
D	Objects and effects 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 our company 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.

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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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E Brief details of any Not Applicable
governmental or regulatory
approvals required for the
acquisition;
F Indicative time period for Not applicable.
completion of the acquisition;
G Nature of consideration - Share Swap – The Purchase Consideration shall be
whether cash consideration or discharged by issue of 7,00,000 equity shares of Re.10
share swap and details of the each, at a premium of Rs. 90 per equity share
same; (“Consideration Shares”) of Rose Merc Limited, as full
and final payment in respect of the proposed Transaction
subject to prevailing law and negotiations amongst the
parties to the Agreement.
H Cost of acquisition or the price Rs. 7,00,00,000
at which the shares are acquired; As per the valuation report tabled before the Board
I Percentage of shareholding / 46.67%
control acquired and / or
number of shares acquired;
J Brief background about the Brief Background – Fyopro is a leading and fast-
entity acquired in terms of growing event management company, talent promotion,
products/line of business product launches, promotional advisors, creative
acquired, date of incorporation, branding, and experiential marketing campaigns for
history of last 3 years turnover, promotion activity.
country in which the acquired Date of Incorporation – 21/07/2020
entity has presence and any Turnover of last 3 years-
other significant information (in 2020-2021- Rs. 48,85,211
brief); 2021-2022- Rs. 93,88,713
2022-2023-Rs. 2,92,00,000
K Country in which the acquired India
entity has presence
L Any other significant -
information in brief
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