Rose Merc.Limited — Capital/Financing Update 2023

May 2, 2023

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(CIN: L24110MH1985PLC035078) Address: Office No:12, Priyadarshani Roj Bazar Soc, Sector- 10, Khanda Colony, New Panvel (West), Mumbai, Maharashtra- 410206, India Email ID: rmltd1985@gmail.com Tele: 022-60602179 Website: www.rosemercltd.com

Date: 02[nd] May, 2023,

To,

The Corporate Relations Department, Bombay Stock Exchange Limited, P] Tower, Dalal Street, Fort, Mumbai-400001

BSE Scrip Code: 512115 Scrip ID: ROSEMER

Subject: Outcome of Board Meeting held on 02[nd] May 2023 for allotment of 7,00,000 Equity Shares under Regulation 30 of SEBI (LODR) Regulations, 2015

Dear Sir/Madam,

We wish to inform you that the meeting of the Board of Rose Merc Limited was held today, i.e., Tuesday , 02[nd] May, 2023 at 04:30 P.M. and concluded on 07:30 P.M. at the Registered office of the Company situated at Office No:12, Priyadarshani Roj Bazar Soc., Sector- 10, Khanda Colony, New Panvel (West) Mumbai - 410206.

The board of directors in its previous meeting had approved acquisition of 4,65,508 equity shares of Bhakti World Radio Broadcasting Private Limited, a company incorporated in India, for consideration other than cash (by way of share swap) i.e., against the issuance of equity shares of the Rose Merc Limited on preferential basis.

The Members of the Board considered, approved and took on record that:

1. The Company has received shareholder’s approval by way of Postal Ballot dated 09[th] April 2023 for the said acquisition;

2. It has received approval of from BSE Limited dated 20[th] April 2023 for issue and allotment equity shares of the Company on preferential basis by way of swap of shares; and

3. The receipt of transfer of 4,65,508 equity shares of Bhakti World Radio Broadcasting Private Limited in the name of Rose Merc Limited.

4. Appointment of Ms. Vaishali Parkar Kumar (DIN: 09159108) as a additional non-executive director of the company as per recommendation of Nomination and Remuneration Committee. The required details pursuant to SEBI Listing Regulations are given below.

5. Appointment of Secretarial Auditor of the Company, Mr. Deepak Rane, Practising Company Secretary holding Certificate of Practice 8717, for the Financial Year 2022-23

The Board, considering all the points above approved the matters as follows:

Allotment of Equity Shares for consideration other than cash:

Allotment of 7,00,000 fully paid equity shares (" Equity Shares "), at a price of Rs.10 ( Rupee Ten ) each for consideration other than cash by way of a share swap to the following persons on preferential basis in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the issuance of which was approved and authorized by the shareholders by passing resolutions by way of postal ballot on April 9 2023:

S. No.	Name of Equity Shareholder	No. of Shares	Category
1.	Kaajal Rohira	7,00,000	Non-Promoter
Total		7,00,000

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(CIN: L24110MH1985PLC035078)

Address: Office No:12, Priyadarshani Roj Bazar Soc, Sector- 10, Khanda Colony, New Panvel (West), Mumbai, Maharashtra- 410206, India Email ID: rmltd1985@gmail.com Tele: 022-60602179 Website: www.rosemercltd.com

The Issued, Subscribed and Paid-up Share Capital would stand increased to Rs. 2,81,60,000 divided into 28,16,000 Equity Shares of Face value of Rs.10 each after considering above allotment of 7,00,000 Equity Shares of Face value Rs.10 each.

Further, in terms of the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the 7,00,000 Equity Shares issued for consideration other than cash (share swap), shall be subject to a lockin as per SEBI Regulations.

Authorisation to the Managing Director/ Director/Company Secretary of the Company to file application with the Stock Exchanges for Listing & Trading approval and obtain other necessary approvals if any from Stock Exchanges, SEBI and also authorized to make applications to NSDL/CDSL to credit the allotted equity shares in the demat account of allottees or any other regulatory authority with respect to 7,00,000 Equity Shares allotted and also file necessary forms, deeds & documents to concerned Registrar of Companies.

Details of Ms. Vaishali Parkar Kumar (DIN: 09159108) as required to be disclosed as Regulation 30 of SEBI (LODR) Regulations, 2015:

Date of Appointment : 02[nd] May 2023

Term of Appointment : Upto upcoming Annual General Meeting.

Disclosure of relationship between Directors inter-se: Ms. Vaishali Parkar Kumar is not related to any Director(s) of the Company as defined under the provisions of section 2(77) of the Companies Act, 2013, and is not debarred from holding the office of director by virtue of any SEBI order or any other statutory authority.

Brief Profile: 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. Since 2017, she worked extensively in the area of strategy, management consulting, private equity, financials and advisory domain and sustainability projects on water, alternate energy, agro based products and others.

The Disclosure is being made pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015.

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

Thanking You, Yours Faithfully,

For Rose Merc Limited

Digitally signed by SHAIKH SHAIKH NOORUDDIN NOORUDDIN MOHAMMED MOHAMMED Date: 2023.05.02 19:31:54 +05'30' Nooruddin Mohammed Shaikh Director DIN: 09660481