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Rose Merc.Limited Capital/Financing Update 2025

May 15, 2025

63782_rns_2025-05-15_d8e73ff4-ee7d-4557-a078-66082702d758.pdf

Capital/Financing Update

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Date: May, 15 2025

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

BSE Scrip Code: 512115 Scrip ID:ROSEMER

Subject: Intimation for Grant of Employee Stock Options under “RML Employee Stock Option Plan II, 2023”and “RML Employee Stock Option Plan 2024”

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we wish to inform that the Compensation Committee of the Company at its meeting held on May 15, 2025, granted 5,00,000 (Five Lakhs) stock options to 1 (One) Eligible Employees under the "RML Employee Stock Option Plan II 2023” (“RML ESOP II 2023”) and granted 40,00,000 (Forty Lakhs) ) stock options to 4 (Four) Eligible Employees under the RML Employee Stock Option Plan 2024 (“RML ESOP – 2024”).Each of the stock options, entitles the option grantee to apply for one equity share of the Company of Rs.10/- each.

Please find attached the disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015.

This is for your information and records.

Thanking You, Yours Faithfully,

For ROSE MERC LIMITED

Vaishali Parkar Digitally signed by Vaishali Parkar Kumar Kumar Date: 2025.05.15 17:24:16 +05'30' Vaishali Parkar Kumar Executive Director DIN: 09159108

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule III of the Listing Regulations.

Sr.
No.
Particulars Details
a) Brief details of options granted 5,00,000 (Five Lakhs) stock options to 1 (One) Eligible Employee
under the "RML Employee Stock Option Plan II 2023” (“RML
ESOP II 2023”)
40,00,000 (Forty Lakhs) stock options to 4 (Four) Eligible
Employees under the RML Employee Stock Option Plan 2024
(“RML ESOP – 2024”).
b) Whether the scheme is in terms
of SEBI (SBEBSE) Regulations,
2021 (if applicable)
Yes, the ESOP Scheme is in terms of SEBI (SBEBSE)
Regulations, 2021.
c) Total number of shares covered by
these options;
Each stock option is convertible into one fully paid-up equity
share having face value of Rs.10/- each.
Total number of shares covered under the Options shall be
45,00,000 (Forty Five Lakhs)Equity Shares (“Shares”) having a
face value of Rs. 10/- (Rupees Ten Only) each fully paid-up of the
Company.
d) Pricing formula; The exercise price shall be Rs. 50/- (Rupees Fifty Only) per
Option.
e) Options vested; Options granted under “RML ESOP II 2023” and “RML ESOP –
2024”would Vest at the completion of the Period of 1 (One) year
from the date of the Grant of such Options.
f) Time within which option may be
exercised;
After Vesting, Options can be Exercised either wholly or partly,
during the exercise window, within the overall exercise period of
4 (Four) year from the date of respective Vesting or such other
period as may be decided by the Compensation Committee, from
time to time
g) Options exercised; Not Applicable
h) Money realized by exercise of
options;
Not Applicable
i) The total number of shares arising as
a result of exercise of option
Not Applicable
j) Options lapsed Not Applicable
k) Variation of terms of options Not Applicable
l) Brief details of significant terms
The RML ESOP II 2023 and RML ESOP – 2024
contemplates grant of options to the specific employees of the
Company.

The RML ESOP II 2023 and RML ESOP – 2024 shall be
administered by the Compensation Committee of the
Company.

The terms of the grant of options provides for the manner in
which Options would be dealt with in case of death,
permanent incapacity, resignation, termination, retirement, etc.

In case of any corporate action(s) such as rights issue, bonus
issue, split or consolidation of equity shares, merger/
amalgamation or sale of division/ undertaking or other
reorganization etc., requisite adjustments (which may include
adjustments to the number of options in RML ESOP II 2023
and RML ESOP – 2024 shall be appropriately made, in a fair
and reasonable manner in accordance with RML ESOP II
2023 and RML ESOP – 2024.

The equity shares allotted, pursuant to the exercise of the stock
options, would not be subject to lock-in.

ESOP Shares arising on the conversion of the Options shall
rank pari passu with all the other equity Shares of the
Company for the time being in issue, from the date of
allotment.
a) Subsequent changes or cancellation
or exercise of such options
Not Applicable
b) Diluted earnings per share
pursuant to issue of equity shares
on exercise of options.
Not Applicable

This is for your information and records.

Thanking You, Yours Faithfully,

For ROSE MERC LIMITED

Digitally signed by Vaishali Vaishali Parkar Kumar Parkar Kumar Date: 2025.05.15 17:24:44 +05'30'

Vaishali Parkar Kumar Executive Director DIN: 09159108