Rose Merc.Limited — Capital/Financing Update 2025

Mar 27, 2025

Date: March 27, 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 subscription to 30.07% shares of Emirates Holding FZ LLC

Dear Sir/ Madam,

Reference is made to the intimations filed with the Stock Exchange on December 23, 2024 and December 26, 2024, pursuant to which Rose Merc Limited (" Rose Merc ") had informed the Stock Exchange about the proposed acquisition by Rose Merc by way of subscription to shares of Emirates Holding FZ LLC (" Emirates "), representing 30.07% of the post issued share capital of Emirates, on a fully diluted basis.

In furtherance to the aforesaid, we now wish to intimate the Stock Exchange that Rose Merc has acquired 30.07% stake in Emirates and the Governmental authorities in United Arab Emirates have recorded the name of Rose Merc in the Trade License of Emirates as one of its shareholders. The parties to the SSA will complete the transaction contemplated therein in accordance with the provisions of the SSA. We have set out the requisite disclosures in relation to the proposed acquisition in Annexure A .

Rose Merc has also 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.

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

Digitally signed by Vaishali Vaishali Parkar Kumar Parkar Kumar Date: 2025.03.27 19:43:48 +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 Proposed Acquisition

No	Particulars	Details
1.	Name of the Target Entity, details in brief such as size, turnover etc.	Emirates Holding FZ LLC (formerly known as Emirates Holding FZE) ("Emirates") is a company established and registered under the applicable laws of United Arab Emirates, having its registered office at Fujairah - Creative Tower, P.O. Box 4422 Fujairah. Emirates Holding is engaged in the business of, inter alia, marketing services, project management consultancy, event management and organization. Emirates has a turnover of 29.26million AED ( INR 68 crs approx) on FY24 (December 24, 12 months) and a net profit of 5.89 million AED (INR 13.7 crs) For FY23 turnover of 25.48 million AED (INR 58.6 crs) and net profit of 4.77 million AED (INR 10.9 crs approx).
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 Emirates.
3.	Industry to which the entity being acquired belongs	Primarily into Marketing and Event Management
4.	Objects and impact 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 market of marketing and event management in United Arab Emirates.

No	Particulars	Details
5.	Brief details of any governmental or regulatory approvals required for the acquisition	NIL
6.	Indicative time period for completion of the acquisition	In accordance with the provisions of the Share Subscription Agreement dated December 22, 2024
7.	Nature of consideration - whether cash consideration or share swap and details of the same	Cash Consideration of AED 10,869,540_(INR_ equivalent of Rs.249,999,420).
8.	Cost of acquisition or the price at which the shares are acquired	Cash Consideration of AED 10,869,540_(INR_ equivalent of Rs.249,999,420)(based on a pre money valuation of Emirates of AED 25,278,000)
9.	Percentage of shareholding/control acquired and/or number of shares acquired	30.07% shares of Emirates
10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover	Emirates is engaged in the business of, inter alia, marketing services, project management consultancy, event management and organization. Date of Incorporation – August 12, 2012 Emirates has a turnover of 29.26 million AED ( INR 68 crs approx) on FY24 (December 24, 12 months) and a net profit of 5.89 million AED (INR 13.7 crs) For FY23 turnover of 25.48 million AED (INR 58.6 crs) and net profit of 4.77 million AED (INR 10.9 crs approx).
11.	Country in which the acquired entity has presence and any other significant information	United Arab Emirates