Rose Merc.Limited — Capital/Financing Update 2025

Mar 28, 2025

Date: March 28, 2025

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 amendment agreement to the share subscription agreement dated December 22, 2024 executed in relation to acquisition of 30.07% stake in Emirates Holding FZ LLC

Dear Sir/Madam,

Reference is made to the intimations filed with the Stock Exchange on (i) December 23, 2024, pursuant to which Rose Merc Limited (" Rose Merc ") had informed the Stock Exchange about execution of a share subscription agreement (" SSA ") by and between Rose Merc, Mohammed Hanif Kasim Shaikh and Emirates Holding FZ LLC (" Emirates ") to record the terms and conditions of the acquisition by Rose Merc of 30.07% shares of Emirates, and (ii) March 27, 2025, pursuant to which Rose Merc informed the Stock Exchange about the acquisition of 30.07% stake in Emirates and Emirates being a board controlled subsidiary of Rose Merc.

In furtherance to the aforesaid intimations, we now wish to intimate the Stock Exchange that Rose Merc and the other parties to the SSA have entered into an amendment agreement to the SSA to amend certain understanding recorded in the SSA. We have set out the requisite disclosures in relation to the amendment agreement to the SSA 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 Parkar Digitally signed by Vaishali Parkar Kumar Kumar Date: 2025.03.28 18:54:02 +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.

Details of the Amendment Agreement to SSA

No	Particulars	Details
1.	Name(s) of parties with whom the agreement is entered	• Rose Merc Limited ("Rose Merc") • Mohammed Hanif Kasim Shaikh • Emirates Holding FZ LLC ("Emirates")
2.	Nature of agreement	First Amendment Agreement executed on March 27, 2025 ("Amendment Agreement") to the Share Subscription Agreement dated December 22, 2024, executed by and between Rose Merc, Mohammed Hanif Kasim Shaikh and Emirates.
3.	Purpose of entering into the agreement	To amend certain understanding and terms in relation to the acquisition by Rose Merc of 30.07% shares in Emirates.
4.	Date of execution of the agreement	March 27, 2025
5.	Details of amendment and impact thereof	Pursuant to the Amendment Agreement, the Parties have agreed to (i) amend the Issuance Date to mean March 26, 2025 and (ii) incorporate understanding in relation to the terms of payment of the subscription amount under the SSA.
6.	Size of agreement	AED 10,869,540_(INR equivalent of Rs.249,999,420)_
7.	Shareholding, if any, in the entity with whom the agreement is executed	The shareholding of Rose Merc in Emirates Holding is 30.07% of the post issue share capital of Emirates.
8.	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.	Rose Merc has nominated and appointed majority directors on the Board of Directors of Emirates and, as such, Emirates is now a board controlled subsidiary of Rose Merc.

	No	Particulars	Details
	9.	Whether the said parties are related	Not a related party transaction. The Promoter/
		to promoter/ promoter group/	Promoter Group/Group Companies do not have
		group companies in any manner. If	any interest in Emirates.
		yes, nature of relationship
	10.	Whether the transaction would fall	NA
		within related party transactions? If
		yes, whether the same is done at
		“arm’s length”;
	11.	In case of issuance of shares to the	AED 252,780 per share (based on the post issue
		parties, details of issue price, class of	valuation of Emirates)
		shares issued
	12.	In case of loan agreements, details of	NA
		lender/borrower, nature of the loan,
		total amount of loan granted/taken,
		total amount outstanding, date of
		execution of the loan
		agreement/sanction letter, details of
		the security provided to the lenders
		/ by the borrowers for such loan or
		in case outstanding loans lent to a
		party or borrowed from a party
		become material on a cumulative
		basis
	13.	Any other disclosures related to	Rose Merc has nominated and appointed Mr.
		such agreements, viz., details of	Purvesh Krishna Shelatkar and Mrs. Vaishali Parkar
		nominee on the board of directors of	Kumar as the nominee directors of Rose Merc on the
		the listed entity, potential conflict of	Board of Emirates.
		interest arising out of such
		agreements, etc..