Rose Merc.Limited — Capital/Financing Update 2024

Jan 12, 2024

Date: January 12, 2024

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, in relation to proposed acquisition of ~4% shares of CapitalSquare Advisors Private Limited by Rose Merc Limited

Dear Sir/Madam,

We wish to inform the Stock Exchange that Rose Merc Limited (“ Rose Merc ”) has executed a Subscription Letter dated January 11, 2024 (" Subscription Letter ") with CapitalSquare Advisors Private Limited (“ CapitalSquare ”) and its promoters to record the terms and conditions of the proposed acquisition by Rose Merc, by way of subscription to 56,855 equity shares of CapitalSquare, representing ~4% of fully diluted post issue share capital of CapitalSquare, at a price of Rs.1,758.90 each, for an aggregate amount of Rs.10,00,02,260.

We have set out the requisite disclosures in Annexure A .

We request the Stock Exchange to take on record the aforesaid and acknowledge the receipt of the same.

Thanking You, Yours Faithfully

For Rose Merc Limited

VAISHALI Digitally signed by VAISHALI PARKAR KUMAR PARKAR KUMAR Date: 2024.01.12 17:29:43 +05'30' Vaishali Parkar Kumar

Executive Director

DIN: 09159108

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-PoD-1/P/CIR/2023/123 dated July 13, 2023.

No	Particulars	Details
1.	Name of the Target Entity, details in brief such as size, turnover etc.	CapitalSquare Advisors Private Limited (“CapitalSqaure”) is a company incorporated under the Companies Act, 1956 and having its registered office at 208 Aarpee Centre, MIDC Road No.11 CTS - 70, Andheri (E), Mumbai, Maharashtra, India, 400093. CapitalSqaure is registered with the Securities and Exchange Board of India as a Category-I Merchant Banker, bearing registration no. INM000012219. Headquartered in Mumbai, CapitalSquare is a fast- growing boutique Investment Bank and amongst the preferred investment bankers in the Mid- Market Space. The turnover of CapitalSquare as on 31st March 2023 was INR 6,70,92,638
2.	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 CapitalSquare.
3.	Industry to which the entity being acquired belongs	Merchant and Investment Banking
4.	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition	Expanding business opportunities in India present substantial potential for domestically oriented companies. The current and future outlook of the

			Details Indian economy and capital markets is promising. CapitalSquare, as a merchant banker with significant exposure to capital markets, is well- positioned to benefit from these trends. Recognizing the positive business prospects of CapitalSquare, our company views the investment of surplus funds in CapitalSquare as a lucrative opportunity. Consequently, we have acquired a minority stake of 4% in CapitalSquare, reflecting our confidence in the company's potential and aligningwith our investment strategy. Nil Within such timelines as mutually agreed between Rose Merc and CapitalSqaure and recorded under the Subscription Letter dated January 11, 2024. Cash Consideration Rs.10,00,02,260 ~4% of fully diluted post issue share capital of CapitalSquare Background about the entity acquired i.e CapitalSquare in terms of products/line of business acquired are given in Point 1 of this disclosure. Based on the financial statements of CapitalSqaure history of last 3 years turnover is as follows: 1. Turnover as on 31st March 2023: INR 6,70,92,638 2. Turnover as on 31st March 2022: INR 8,88,26,405 3. Turnover as on 31st March 2021: INR 13,74,85,858
	No	Particulars	Details
		of Target Entity, if its business is outside the main line of business of the listed entity)	Indian economy and capital markets is promising. CapitalSquare, as a merchant banker with significant exposure to capital markets, is well- positioned to benefit from these trends. Recognizing the positive business prospects of CapitalSquare, our company views the investment of surplus funds in CapitalSquare as a lucrative opportunity. Consequently, we have acquired a minority stake of 4% in CapitalSquare, reflecting our confidence in the company's potential and aligningwith our investment strategy.
	5.	Brief details of any governmental or regulatory approvals required for the acquisition	Nil
	6.	Indicative time period for completion of the acquisition	Within such timelines as mutually agreed between Rose Merc and CapitalSqaure and recorded under the Subscription Letter dated January 11, 2024.
	7.	Nature of consideration - whether cash consideration or share swap and details of the same	Cash Consideration
	8.	Cost of acquisition or the price at which the shares are acquired	Rs.10,00,02,260
	9.	Percentage of shareholding/control acquired and/or number of shares acquired	~4% of fully diluted post issue share capital of CapitalSquare
	10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover	Background about the entity acquired i.e CapitalSquare in terms of products/line of business acquired are given in Point 1 of this disclosure. Based on the financial statements of CapitalSqaure history of last 3 years turnover is as follows: 1. Turnover as on 31st March 2023: INR 6,70,92,638 2. Turnover as on 31st March 2022: INR 8,88,26,405 3. Turnover as on 31st March 2021: INR 13,74,85,858

			Details India
	No	Particulars	Details
	11.	Country in which the acquired entity has presence and any other significant information	India