Rose Merc.Limited - Proxy Solicitation & Information Statement 2024

Date: October 23, 2024

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

BSE Scrip Code: 512115 Scrip ID: ROSEMER

Sub: Submission of Notice of Postal Ballot of Rose Merc Limited (‘the Company’)

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of Postal Ballot of the Company dated October 23, 2024 to be sent to the members of the Company for seeking their approval on the resolutions as set out in the Notice of Postal Ballot by way of voting through electronic means 1.e. through remote e-voting system only.

Sr no	Description of Resolution	Types of Resolution
1	To approve implementation of the‘RML Employee Stock Option Plan, 2024	Special Resolution
2	To approve grant of employee stock options under the “RML Employee Stock Option Plan, 2024” to the eligible employees of the Company’s Subsidiary Companies	Special Resolution
3	To Increase Authorised Share Capital of the Company	Ordinary Resolution
4	To approve the issue of Equity Warrants (i.e. Warrants convertible into Equity Shares) of the Company on preferential basis	Special Resolution

In accordance with circulars issued by Ministry of Corporate Affairs, from time to time, the postal ballot notice is being sent only in electronic form to Members whose email addresses are registered with their depository participants (in case of electronic shareholding)/the Company’s Registrar and Transfer Agent (in case of physical shareholding) and whose names are recorded in the Register of Members/List of Beneficial Owners as on Friday, 18[th] October 2024 (cut-off date).

The Company has engaged the services of NSDL for the purpose of providing remote e-voting facility to the members. The remote e-voting will commence from 09.00 a.m. on Thursday, 24[th] October 2024 and up to 5.00 p.m. on Friday, 22[nd] November, 2024. E-voting module will be blocked by NSDL at 5.00 p.m. on Friday, 22[nd] November, 2024.

The Notice of Postal Ballot is also available on the website of the Company viz www.rosemerc.in.

Thanking You,

Yours Faithfully,

For Rose Merc Limited

Digitally signed by Vaishali Vaishali Parkar Kumar Parkar Kumar Date: 2024.10.23 16:54:25 +05'30'

Vaishali Parkar Kumar Executive Director DIN: 09159108

==> picture [90 x 90] intentionally omitted <==

NOTICE OF POSTAL BALLOT NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 (“THE ACT”) READ WITH RULE 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 (“THE RULES”) AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE ACT (INCLUDING ANY STATUTORY MODIFICATION OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), SECRETARIAL STANDARD ON GENERAL MEETINGS (“SS-2”) AND REGULATION 44 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED (SEBI LODR REGULATIONS :

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’) and General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 08, 2021 and General Circular No. 11/2022 dated December 28, 2022 issued by Ministry of Corporate Affairs (“MCA Circulars”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),Circular No. SEBI/HO/ CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 (in continuation of Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020) and Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated January 5, 2023 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable Laws, Rules and Regulations (including any statutory modification or re- enactment thereof for the time being in force), seeking approval of the shareholders of Rose Merc Limited (‘RML’ or ‘the Company’) by way of special resolution, as the case may be, for the businesses appended below through postal ballot by way of voting through electronic means i.e. through remote e-voting system (“remote e-voting”) only.

The Explanatory Statement pursuant to Section 102 of the Act setting out all material facts and the reasons pertaining to proposed resolutions is also annexed hereto for your consideration.

Pursuant to the MCA Circulars and Section 110 of the Act and the Rules made thereunder, the Company is sending this Postal Ballot Notice (“Notice”) along with explanatory statement and remote e-voting instructions only through electronic mode to all those members, whose e-mail addresses are registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depository/ Depository Participants and whose names appear in the Register of Members of the Company as on Friday, October 18, 2024 (“Cutoff date”).

IN COMPLIANCE WITH THE REQUIREMENTS OF THE ABOVE MCA CIRCULARS, HARD COPY OF POSTAL BALLOT NOTICE ALONG WITH POSTAL BALLOT FORMS AND PREPAID BUSINESS ENVELOPE IS NOT BEING DISPATCHED TO THE SHAREHOLDERS FOR THIS POSTAL BALLOT AND SHAREHOLDERS ARE REQUIRED TO COMMUNICATE THEIR ASSENT OR DISSENT THROUGH THE REMOTE E-VOTING SYSTEM ONLY.

Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the SEBI Listing Regulations, the Company has engaged National Securities Depository Limited (NSDL’) to provide remote

==> picture [90 x 90] intentionally omitted <==

e-voting facility to its Members. The e-voting facility is available at the link www.evotingindia.com from 9.00 a.m. Thursday October 24, 2024, and up to 5.00 p.m. on Friday, November 22, 2024. The E-voting module will be blocked by NSDL at 5.00 p.m. on Friday, November 22, 2024, and voting shall not be allowed beyond the said date and time. You are requested to peruse the proposed resolutions along with the Explanatory Statement and thereafter accord your assent or dissent by means of remote e-voting facility provided by the Company.

Please refer to the instructions for remote e-voting forming part of the Notes to this Notice to understand the process and manner in which remote e-voting is to be carried out.

Pursuant to Rule 22(5) of the Rules, the Board has appointed CS Deepak Rane, Practicing Company Secretary (Membership No. A24110 CP No. 8717) as the Scrutinizer for scrutinizing the Postal Ballot / E- voting process in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman of the Company (‘the Chairman’) or to any other person authorized by the Chairman after the completion of the scrutiny of e-voting data. The result of the Postal Ballot / E-voting shall be declared within 48 hours of end of e-voting and upon receipts of report of the Scrutinizer communicated to BSE Limited (“BSE”) where the shares of the Company are listed. A copy of the results will also be forwarded to NSDL for displaying the same on its website, www.evotingindia.com. and shall also be displayed on the Company’s website at www.rosemerc.in.

The last date of the E-voting i.e. Friday, November 22, 2024, shall be the date on which the resolutions shall be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS:

1. To approve implementation of the ‘RML Employee Stock Option Plan, 2024:

To consider and if thought fit, to pass, with or without modification, the following resolution as a Special Resolution :

==> picture [90 x 90] intentionally omitted <==

Company at present or in future, in India or outside, including directors (other than employees or directors who are promoters or belonging to the promoter group or is an independent Director or directors holding directly or indirectly more than ten percent of the outstanding equity shares of the Company), which upon exercise shall not exceed in aggregate 50,00,000 (Fifty Lakhs) Equity Shares (“Shares”) having a face value of Rs. 10/- (Rupees Ten Only) each fully paid-up of the Company, where one Option upon exercise shall convert into one Share upon exercise subject to payment / recovery of requisite exercise price and applicable taxes, on such terms, conditions and in such manner as the Compensation Committee may decide in accordance with the provisions of the applicable laws and the provisions of the Plan;

RESOLVED FURTHER THAT the Shares as specified hereinabove shall be issued and allotted to the Option grantees upon exercise of the Options in accordance with the terms of the grant and provisions of the Plan and such Shares shall rank pari passu in all respects with the then existing Shares of the Company;

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, change in capital structure, or other re-organisation, the ceiling aforesaid in terms of the number of Shares reserved under the Plan shall be adjusted with a view to facilitate fair and reasonable adjustment to the eligible employees as per provisions of the SEBI SBEB Regulations and such adjusted number of the Shares shall be deemed to be the ceiling as originally approved;

RESOLVED FURTHER THAT in case the Shares of the Company are either sub-divided or consolidated, then the number of Shares to be allotted and, to the extent allowed, the exercise price payable by the Option grantees under the Plan shall automatically stand augmented or reduced, as the case may be, in the same proportion as the present face value of Rs.10/- (Rupees Ten Only) per Share bears to the revised face value of the Shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the said Option grantees;

RESOLVED FURTHER THAT the Board be and is hereby authorised to take requisite steps for listing of the Shares allotted under the Plan on the Bombay Stock Exchange Limited and / or any other stock exchanges where the Shares of the Company are listed or to be listed, in due compliance with SEBI SBEB Regulations and other applicable laws;

RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SEBI SBEB Regulations and any other applicable laws and regulations to the extent relevant and applicable to the Plan;

RESOLVED FURTHER THAT the Compensation Committee be and is hereby authorised at any time to modify, change, vary, alter, amend, suspend or terminate the Plan subject to consent of the shareholders by way of a special resolution to the extent required under the applicable laws including the SEBI SBEB Regulations and to do all such acts, deeds, matters and things as may at its absolute discretion deems fit, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and / or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the Plan and do all other things incidental and ancillary thereof.”

==> picture [90 x 90] intentionally omitted <==

2. To approve grant of employee stock options under the “RML Employee Stock Option Plan, 2024” to the eligible employees of the Company’s Subsidiary Companies:

To consider and if thought fit, to pass, with or without modification, the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, Regulation 6 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and any circulars / notifications / guidance / FAQs issued thereunder, as amended from time to time (hereinafter referred as “SEBI SBEB Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with the Memorandum and Articles of Association of the Company and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, the approval of the Company be and is hereby accorded to the introduction of “RML Employee Stock Option Plan, 2024‟ (hereinafter referred to as “RML ESOP - 2024” / “Plan”) authorising the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee, including the Compensation Committee which the Board has constituted to exercise its powers, including the powers, conferred by this resolution read with Regulation 5 of SEBI SBEB Regulations) to create, issue and grant not exceeding 50,00,000 (Fifty Lakhs) Employee Stock Options (hereinafter referred to as the “Options”), in one or more tranches, from time to time, under RML ESOP - 2024 as mention in the Resolution No.1 to or for the benefit of such person(s) who are in employment of any existing or future subsidiary company(ies) of the Company (together with the stock options proposed to be created / offered / issued / allotted to or for the benefit of such persons who are in employment of the Company in terms of RML Employee Stock Option Plan, 2024 , present and future, in India or outside India, including any director (other than employees / directors who are promoters or belonging to the promoter group, independent / directors holding directly or indirectly more than ten percent of the outstanding equity shares of the Company), subject to their eligibility as may be determined under the RML ESOP - 2024 , which upon exercise shall not exceed in aggregate 50,00,000 (Fifty Lakhs) equity shares (“Shares”) having a face value of Rs.10/- (Rupees Ten Only) each fully paid-up of the Company, where one Option upon exercise shall convert in to one Share upon exercise subject to payment / recovery of requisite exercise price and applicable taxes, on such terms, conditions and in such manner as the Board / Compensation Committee may decide in accordance with the provisions of the applicable laws and the provisions of the Plan.

==> picture [90 x 90] intentionally omitted <==

3. To Increase Authorised Share Capital of the Company:

To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any of the Companies Act, 2013 and rules framed there under (including any statutory modification(s) or reenactment thereof for the time being in force), the approval of the Members of the Company be and is hereby accorded for increase in Authorised Share Capital of the Company from Rs.15,00,00,000/(Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs.10/(Rupees Ten Only) each to Rs.20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs.10/- (Rupees Ten Only) each, by way of creation of additional 50,00,000 (Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each ranking pari passu in all respect with the existing equity shares of the company, aggregating to Rs. 5,00,00,000 (Rupees Five Crores Only) and that existing Clause V of the Memorandum of Association of the Company be replaced with the following new Clause V:

“V. The Authorised Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs.10/- (Rupees Ten Only) each ranking pari passu in all respect with the existing Equity Shares.”

==> picture [90 x 90] intentionally omitted <==

“RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, the Board of Directors and Key Management Personnel, be and is hereby authorized to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient, in the best interest of the Company.”

4. To approve the issue of Equity Warrants (i.e. Warrants convertible into Equity Shares) of the Company on preferential basis:

To consider and, if thought fit, to pass, with or without modification, the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 42 and 62(1)(c), and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 and other applicable rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) (the “Companies Act”); and in accordance with the enabling provisions of the Memorandum and Articles of Association of the Company (ii) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018, as amended (“SEBI ICDR Regulations”); (iii) and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulation 2015, as amended (“SEBI Listing Regulations”) , listing agreements entered into by the Company with the BSE Limited (“BSE”) (“Stock Exchanges”) on which the equity shares of face value of INR 10 (Indian Rupees Ten) each of the Company (“Equity Shares”) are listed, and any other rules/regulations/guidelines, notifications, circulars and clarifications issued thereon from time to time by the Securities and Exchange Board of India (“SEBI”); (iv) other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time by the Ministry of Corporate Affairs, the Reserve Bank of India, the Securities and Exchange Board of India (“SEBI”) and/or any other statutory / regulatory authorities from time to time to the extent applicable, and subject to execution of definitive documents and terms thereunder, and the receipt of such approvals, consents, permissions and sanctions as may be necessary or required from regulatory or other appropriate authorities, including but not limited to the Stock Exchanges and subject to such conditions and modifications as might be prescribed while granting such approvals, consents, permissions and sanctions; and which terms may be agreed to by the Board of Directors of the Company (the “Board”), which term shall be deemed to include its committee for such purpose) and all such other approvals, consent of the Members of the Company be and is hereby accorded to create, issue, offer and allot 20,27,500 (Twenty Lakh Twenty Seven Thousand Five Hundred) equity Warrants (“Warrants”) convertible into equivalent number of Equity Shares of the Company of face value of Rs. 10/- (Rupee Ten Only) each (“Equity Shares”), in dematerialized form, on Preferential allotment basis, to non- promoters at a price of Rs.250/- (Rupees Two Hundred Fifty Only) per share (including premium of Rs. 240/- (Rupees Two Hundred Forty Only) per warrant) as determined by the Board in accordance with the pricing guidelines prescribed under Regulation 164(1) read with Regulation 166A of the Chapter V of the ICDR Regulations at an aggregate consideration of Rs. 50,68,75,000/- (Rupees Fifty Crores Sixty-Eight Lakhs Seventy-Five Thousand Only) and on such other terms and conditions as may be determined in accordance with the ICDR Regulations or other applicable provisions of the law as may be prevailing at the time, to the following:

==> picture [90 x 90] intentionally omitted <==

Sr. No.	Name of the proposed Allottee	No of Convertible warrants to be allotted	Category	Allottee is: QIB / MF / FI / Trust / Banks
1	Eminence Global Fund PCC – Eubilia Capital Partners Fund I	5,00,000	Non- Promoter	QIB
2	Ali Akbar Parvez Khan	5,00,000	Non- Promoter	Non- QIB
3	Qazi Afsari Banu	2,50,000	Non- Promoter	Non- QIB
4	Qazi Abdul Matheen	5,00,000	Non- Promoter	Non- QIB
5	Qazi Gulshan Banu	2,50,000	Non- Promoter	Non- QIB
6	Santosh Gavade	25,000	Non- Promoter	Non- QIB
7	Shreeya Shrikant Hande	2,500	Non- Promoter	Non- QIB
	Total	20,27,500

RESOLVED FURTHER THAT the said Warrants shall be converted within a period not exceeding 18 (Eighteen) months from the date of allotment of the Warrants, in one or more tranches, in accordance with the SEBI Regulations and other relevant regulations as may be prevailing at the time of allotment of equity shares, and that the Warrants so issued or allotted give rise (on allotment or conversion/ exercise of right) to not more than 20,27,500 (Twenty lakh Twenty Seven Thousand Five Hundred) Equity Shares of Rs. 10/- each fully paid-up;

RESOLVED FURTHER THAT the warrants shall be issued by the Company on the following terms and conditions:

i. An amount equivalent to 25% of the issue price of the Warrants shall be payable at the time of making the application for Warrants, which amount will be kept by the Company as a deposit to be adjusted and appropriated against the price of the Warrants payable by the Warrant Holder at the time of exercising the option;
ii. The Warrant Holder shall pay the balance 75% of the issue price at the time of exercising the option to convert the Warrants into equivalent number of equity shares in one of more tranches but not later than 18 months from the date of allotment of such convertible warrants;
iii. In the event the Warrant Holder does not exercise the option of conversion within 18 months from the date of allotment of Warrants, the Warrants shall lapse and the deposit of 25% as indicated in point (i) above shall be forfeited by the Company;
iv. The issue of the Warrants as well as the Equity Shares, arising from the exercise of the option under the Warrants in the manner aforesaid, shall be governed by the respective provisions of the Companies Act, 2013, the Memorandum & Articles of Association of the Company and also the

==> picture [90 x 90] intentionally omitted <==

Guidelines/Regulations issued by SEBI or any other authority as the case may be, or any modifications thereof;

v. Each Warrant shall be convertible into One (1) Equity Share of face value of Rs. 10/- each of the Company;
vi. The Warrants and the Equity Shares, allotted upon conversion of convertible warrants to be issued on preferential basis to above allottees, shall be locked in for the period as prescribed under SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018;

vii. The Equity Shares allotted upon conversion of Warrants shall be listed on BSE Limited;

RESOLVED FURTHER THAT in accordance with the provisions of Chapter V of the SEBI (ICDR) Regulations, the “Relevant Date” for the purpose of calculating the floor price for the issue of Warrants of the Company is determined to be October 23, 2024, the date 30 (thirty) days prior to the date of closure of voting process through Postal Ballot i.e. November 22, 2024, to approve this offer;

RESOLVED FURTHER THAT the Warrants to be issued and allotted pursuant to this resolution shall be subject to the provisions of the Memorandum and Articles of Association of the Company and the Equity Shares issued upon conversion of the said Warrants shall rank pari-passu with the existing equity shares of the Company in all respects;

RESOLVED FURTHER THAT the Company hereby takes note of the certificate from CS Deepak Rane, Practicing Company Secretary (Membership No. 24110 CP No. 8717) certifying that the above issue of Warrants convertible into equivalent number of Equity Shares of the Company is being made in accordance with the ICDR Regulations;

RESOLVED FURTHER THAT the monies received by the Company from the Subscribers for application of the Warrants pursuant to this private placement shall be kept by the Company in a separate bank account to be opened by the Company and shall be utilized by the Company in accordance with Section 42 of the Companies Act, 2013;

RESOLVED FURTHER THAT for the purpose of giving effect to the offer, issue, allotment of the Warrants and issue of Equity Shares of the Company upon the conversion of such warrants, any board of directors of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary and desirable for such purpose, including without limitation, preparing, signing, executing, and filing applications with the appropriate authorities for obtaining requisite approvals for the issuance of the Warrants, as may be required, issuing clarifications on the issue and allotment of the Warrants, resolving any difficulties, effecting any modifications, changes, variation, alterations, additions and/or deletions to the foregoing conditions as may be required by any regulator, or other authorities or agencies involved in or concerned with the issue of the Warrants and as the Board may in its absolute discretion deem fit and proper in the best interest of the Company without being required to seek any further consent or approval of the members or otherwise;

RESOLVED FURTHER THAT for the purpose of giving effect to the resolution, the Board be and is hereby authorized to engage depositories, registrars, bankers, and other consultants and advisors to the issue and to remunerate them by way of fees and/or other charges and also to enter into and execute all such arrangements, agreements, memoranda, documents, etc. with such agencies, as may be required and as permitted by law;

==> picture [90 x 90] intentionally omitted <==

RESOLVED FURTHER THAT for the purpose of giving effect to the resolution, the Board be and is hereby authorized to delegate any or all of the powers conferred upon it by this resolution to any committee of directors, any other director(s), and/or officer(s) of the Company.”

For and on behalf of Board of Directors Rose Merc Limited Sd/Vaishali Parkar Kumar Executive Director DIN: 09159108

Registered Office:

Office No: 15/B/4, New Sion CHS SIES College, Behind D Mart, Sion West, Mumbai MH 40002 Email: [email protected] Website: www.rosemerc.in

Place: Mumbai Date: October 23, 2024

NOTES:

The explanatory statement pursuant to the provisions of Section 102 and Section 110 of the Companies Act, 2013 and other applicable legal provisions, setting out material facts and reasons in relation to the special business set out in the notice above is annexed hereto .
The Company would be sending this Postal Ballot Notice to all the members whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories as on Friday, October 18, 2024 ("Cut-off Date"). The Postal Ballot notice will also be sent through e-mail to all the Members, as on the cut-off date, ho have registered their e-mail addresses with the Company/ Depository Participant ("DP").
As permitted under the MCA Circulars, the Company is sending the Notice electronically to all the members whose e-mail addresses are registered with the Company or with the depositories/depository participants or with the Company's Registrar and Share Transfer Agent, and will not be sending the hard copy of the Notice along with postal ballot form and postage prepaid self -addressed business reply envelope to the members whose email address are not registered. To facilitate such members to receive this Notice electronically and cast their vote electronically, members who have not registered their email addresses with the Company can now register the same by sending an e-mail at [email protected]. Members holding shares in demat form are requested to register their e-mail addresses with their respective depository participant(s) only.
Members holding shares in physical form and who have not yet registered their e-mail addresses are requested to register the same with the Company by sending an e-mail to [email protected]. Members holding shares in electronic form are requested to get their e-mail addresses registered with their respective DP. Thereafter, the Company would endeavour to send the Postal Ballot Notice to such

==> picture [90 x 90] intentionally omitted <==

Members to enable them to cast their vote through e-voting.

A copy of this Postal Ballot Notice also be available on the Company’s website www.rosemerc.in, website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and is also available on the website of NSDL (agency for providing the remote e-voting facility) i.e. and www.evoting.nsdl.com.
All members are requested to cast their votes only through remote e-voting as per the procedure.
The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off Date.
The Remote E-voting period will commence on Thursday, October 24, 2024, at 9:00 a.m. (IST) and will end on Friday, November 22, 2024, at 5.00 p.m. (IST). During the said period, shareholders of the Company, holding shares either in physical form or in dematerialized form, may cast their vote electronically. The e-voting module shall be disabled for voting thereafter.
Inspection of Documents: During the e-voting period, all documents referred to in this Notice and other relevant documents would be available for inspection by the Members at the Registered Office of the Company on all working days except Saturdays, Sundays and National Holidays between 10:00 a.m. (IST) and 5:00 p.m. (IST).
Members are requested to carefully read the instructions mentioned in the Postal Ballot Notice. Vote shall be casted by Members on or before Friday, November 22, 2024, at 5.00 p.m. (IST). Any response received from the Members after that shall be treated as if no response is received in terms of Rule 22(12) of the Management Rules.
Voting by e-voting, can be exercised only by the member or its duly constituted attorney or in case of body corporates, by the duly authorised person. A member cannot exercise his vote by proxy on postal ballot.
The resolutions passed by the members through postal ballot are deemed to have been passed as if they have been passed at a duly convened general meeting of the members.
The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date of e-voting i.e., Friday, November 22, 2024.
Any member who did not receive the Notice may either send an email to [email protected].
Procedure for registration of e-mail address by shareholders: -

Members holding shares in Physical mode, who have not registered their e-mail address with the company, may get their e-mail addresses registered with Link Intime India Pvt. Ltd. (Registrar & Share Transfer Agent - RTA) by clicking on https://linkintime.co.in/emailreg/email_register.html in their web site www.linkintime.co.in at the Investor Services tab by choosing the E mail / Bank Registration heading and follow the registration process as guided therein. The members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number, and e mail id and also upload the image of share certificate in PDF or JPEG format (upto 1 MB). In case of any query, a member may send an email to RTA at [email protected]

Members holding shares in Demat Form and who have not registered their e-mail addresses may

==> picture [90 x 90] intentionally omitted <==

temporarily get their e-mail addresses registered with RTA by clicking the link: https://linkintime.co.in/emailreg/email_register.html in their web site www.linkintime.co.in at the Investor Services tab by choosing the E-mail Registration heading and follow the registration process as guided therein. The members are requested to provide details such as Name, DPID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a member may send an email to RTA at [email protected]. For permanent registration of email address for members holding shares in Demat mode, the Members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant (DP) by following the procedure prescribed by the Depository Participant.

The Members must read the detailed procedure on electronic voting provided below:

Pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act read with Rules 20 and 22 of the Management Rules, Regulation 44 of the Listing Regulations, MCA Circulars and SEBI Circulars, and any other applicable provisions, if any, the Company has extended remote e-voting facility to enable the members to cast their votes electronically through the remote e-voting services provided by NSDL. The remote e-voting facility will be available during the following period: Commencement of remote e-voting Thursday, October 24, 2024, at 9:00 A.M (IST) End of remote e-voting Friday, November 22, 2024, at 5.00 P.M (IST).

The remote e-voting module shall be disabled by NSDL for voting at 5:00 pm (IST) on Friday, November 22, 2024. Once the vote on the resolution is cast by a member, he or she will not be allowed to change it subsequently.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services homepage

==> picture [90 x 90] intentionally omitted <==

demat mode with click on the “ Beneficial Owner” icon under “Login” NSDL. which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [200 x 116] intentionally omitted <==

==> picture [90 x 90] intentionally omitted <==

Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can holding securities in login through their existing user id and password. demat mode with CDSL Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

==> picture [90 x 90] intentionally omitted <==

Individual Shareholders You can also login using the login credentials of your demat (holding securities in account through your Depository Participant registered with demat mode) login NSDL/CDSL for e-Voting facility. upon logging in, you will be through their depository able to see e-Voting option. Click on e-Voting option, you will be participants redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
Your User ID details are given below :

==> picture [90 x 90] intentionally omitted <==

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

==> picture [90 x 90] intentionally omitted <==

If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

==> picture [90 x 90] intentionally omitted <==

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to (Name of NSDL Official) at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected] you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote

==> picture [90 x 90] intentionally omitted <==

through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

This space has been kept blank intentionally.

==> picture [479 x 522] intentionally omitted <==

==> picture [90 x 90] intentionally omitted <==

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

The following statement sets out all material facts relating to Special Business mentioned in the accompanying Notice:

Item No.1. & 2:

In this era of globalization and competition, it is important for the organization to maintain and improve its employees’ performance to ensure progress and competitiveness. The Company believes that to attract skilled employees and to improve performance of the employees, it is essential to motivate them as it bringsin higher productivity and energy to achieve other organizational goals. This has necessitated in bringing out a meaningful reward strategy for attraction of new talents and retention of both existing and new critical resources instrumental for sustained corporate growth.

The Company believes that equity-based compensation schemes are effective tools to motivate and reward the talents working exclusively with the Company. With a view to achieve the aforesaid objectives and to create an employee co-ownership and to encourage them in aligning their individual goals with that of the Company, the Company intends to implement an employee stock option scheme, namely, ‘RML Employee Stock Option Plan, 2024’ (“RML ESOP 2024” / “Plan”) seeking to cover eligible employees of the Company and its subsidiary companies.

In this context, the Scheme contemplates that the exercise price shall be determined on the date of the grant as may be decided by the Compensation Committee at its discretion from time to time. However, the Exercise Price shall not be less than the face value of the Shares.

As per the provisions of Regulation 6 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”), the Company seeks your approval for:

Implementation of the Plan; and
Grant of the Options to the eligible employees of the Company and its subsidiary companies as per the terms of the Plan.

Accordingly, the Compensation Committee and the Board of Directors the Company (“Board”) at their respective meetings held on October 11, 2024, have approved the Plan subject to approval of the shareholders.

The main features of the Plan are as under:

a. Brief description of the Plan:

The Company proposes to introduce the Plan with a view to attract, retain, incentivise and motivate employees and directors of the Company.

The Plan contemplates grant of employee stock options (“Options”) to the eligible employees as may be determined in due compliance of SEBI SBEB Regulations. After vesting, the eligible employees earn a right (but not obligation) to exercise the vested Options within the predefined exercise period.

==> picture [90 x 90] intentionally omitted <==

The Compensation Committee shall administer the Plan. All questions of interpretation of the Plan shall be determined by the Compensation Committee and such determination shall be final and binding upon all the persons having an interest in the Plan. The Company shall issue equity shares upon exercise subject to payment of exercise price and satisfaction of consequential tax obligations.

The liability of paying taxes, if any, in respect of the Options granted pursuant to the Plan and the Shares issued pursuant to the exercise of the Options shall be on the Option grantee and / or the Company, in such cases where the Company decides to pay on behalf of the Option grantee, and shall be in accordance with the provisions of the Income Tax Act, 1961 read with rules issued there under and / or Income Tax Laws of respective countries as applicable to eligible employees of the Company / its subsidiary companies working abroad, if any.

The Company shall have the right to deduct from the Option grantee’s salary or recover any of the Option grantee’s tax obligations arising in connection with the transactions in respect of the Options or Shares acquired upon the exercise thereof.

b. Total number of options to offered and granted:

The total number of Options to be granted under RML ESOP - 2024 shall not exceed 50,00,000 (Fifty Lakhs) convertibles in to not more than 50,00,000 (Fifty Lakhs) Shares having a face value of Rs.10/(Rupees Ten Only) each fully paid-up, with each such Option conferring a right upon the employee to be issued one Share of the Company, in accordance with the terms and conditions of such issue.

The SEBI SBEB Regulations require that in case of any corporate action(s) such as rights issues, bonus issues, split of Shares and consolidation of Shares, merger & amalgamation / reconstitution / amalgamation / sell of divisions or otherwise, a fair and reasonable adjustment needs to be made to the Options granted. In this regard, the Compensation Committee shall adjust the number and exercise price of the Options granted in such a manner that the total value of the Options granted under RML ESOP - 2024 remain the same after any such corporate action. Accordingly, if any additional Options are issued by the Company to the Option grantees for making such fair and reasonable adjustment, the ceiling of 50,00,000 (Fifty Lakhs) shall be deemed to be increased to the extent of such additional Options issued.

If an Option expires, lapses or becomes un-exercisable due to any reason, it shall be brought back to the Options pool and shall become available for future grants, subject to compliance with the provisions of the Applicable Laws.

The Plan shall continue to be in force until earlier of:

i. November 30, 2034; or
ii. The date all the Options reserved under the Plan are granted and exercised; or
iii. The date of termination, if any, of the Plan.

Further all the Employees meeting the eligibility criteria as may be determined by the Compensation Committee, from time to time and who are the existing employees of the Company and/or its Subsidiary Companies as on the date of this Plan or who joins the Company and / or its Subsidiary Companies hereafter and till October 31, 2029 would also be entitled to the benefit under the Plan

c. Identification of classes of Employees entitled to participate and be beneficiaries in the scheme:

Following classes of employees (“Employees”) are entitled to participate in Plan:

==> picture [90 x 90] intentionally omitted <==

i. an employee as designated by the company, who is exclusively working in India or outside India; or
ii. a director of the company, whether a whole-time director or not, including a non-executive director who is not a promoter or member of the promoter group, but excluding an independent director; or

iii. an employee as defined in sub-clauses (a) or (b), of a subsidiary company, in India or outside India, but does not include:

➢ an employee who is a promoter or a person belonging to the promoter group; or ➢ a director who, either himself or through his relative or through anybody corporate, directly or indirectly, holds more than ten per cent of the outstanding equity shares of the company;

d. Requirements of vesting and period of vesting

100% of the Options granted under the Plan would vest at the completion of the Period of 1 (One) year from the date of grant of such Options.

Options granted would vest essentially based on continuation of employment / service as on relevant date of vesting as a pre-requisite condition, provided that the eligible Employee is not under any notice of resignation or termination.

In case of death and permanent incapacity of an eligible Employee in employment or service, condition of minimum vesting period of 1 (One) year shall not apply, in which case all the Options granted up to the death or permanent in capacity, as the case may be, shall vest as on date of such event. However, in the event of superannuation, the Options shall vest as per the original vesting schedule even after the superannuation unless otherwise determined by the Compensation Committee as per policy of the Company and SEBI SBEB Regulations.

In the event that an eligible Employee is transferred or deputed or resigns to join any subsidiary company of the Company prior to vesting, the vesting shall continue as per original vesting schedule / conditions.

e. Maximum period within which the Options shall be vested:

Options granted under the Plan would vest at the completion of the Period of 1 (One) year from the date of grant of such Options.

f. Exercise price or pricing formula:

The exercise price shall be determined on the date of the grant as may be decided by the Compensation Committee at its discretion from time to time. However, the Exercise Price shall not be less than the face value of the Shares.

g. Exercise period and the process of exercise:

The exercise period would commence from the date of vesting and will expire on completion 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.

==> picture [90 x 90] intentionally omitted <==

The vested Options, as permitted under the Plan shall be deemed to have been exercised when an Employee makes an application in writing to the Company, for the issuance of the Equity Shares against the Options vested in him, subject to the Applicable Laws. The vested Options shall lapse, if not exercised within the specified exercise period.

h. Appraisal process for determining the eligibility of Employees under Plan:

The appraisal process for determining the eligibility shall be decided from time to time by the Compensation Committee. The broad criteria for appraisal and selection may include parameters like tenure of association with the Company, performance during the previous years, contribution towards strategic growth, contribution to teambuilding & succession, cross-functional relationship, corporate governance, etc.

i. Maximum number of options to be issued per employee and in aggregate:

The maximum number of Options that shall be granted to each Employee shall vary depending upon the designation and the appraisal / assessment process, however, shall not exceed 15,00,000 (Fifteen Lacs) Options per eligible Employee, however the Compensation Committee reserves the right to decide the number of Options to be granted and the maximum number of Options that can be granted to each employee within this ceiling.

j. Maximum quantum of benefits to be provided per employee under the Plan:

No benefit other than by way of grant of Options is envisaged under the Plan.

k. Whether the Scheme is to be implemented and administered directly by the company or through a trust:

The Plan shall be implemented and administered directly by Company.

l. Whether the scheme involves new issue of shares by the company or secondary acquisition by the trust or both:

RML ESOP - 2024 envisages issue of primary shares against exercise of vested Options.

m. Amount of loan to be provided for implementation of the scheme by the Company to the trust, its tenure, utilisation, repayment terms, etc.:

This is currently not contemplated under the present Plan.

n. Maximum percentage of secondary acquisition:

RML ESOP - 2024 envisages issue of primary shares and there is no contemplation of secondary acquisition.

o. Accounting and Disclosure Policies:

The Company shall follow the laws / regulations applicable to accounting and disclosure related to Employee Stock Options and Accounting Standard IND AS 102 on Share based payments and / or any relevant Accounting Standards as may be prescribed by the competent authorities from time to time,

==> picture [90 x 90] intentionally omitted <==

including the disclosure requirements prescribed therein in due compliance with the requirements of Regulation 15 of the SEBI SBEB Regulations.

p. Method of Option valuation:

The Company shall adopt “fair value method‟ for valuation of the Options as prescribed under guidance note or under any relevant accounting standard notified by the appropriate authorities from time to time.

q. Declaration

As the company is adopting fair value method, there is no requirement to compute the difference between intrinsic value and face value. Therefore, there is no requirement for disclosure in director’s report. Further, in case the Company opts for expensing of share-based employee benefits using the intrinsic value method, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value, shall be disclosed in the Directors’ Report and the impact of this difference on profits and on earnings per share (“EPS”) of the Company shall also be disclosed in the Directors‟ Report.

r. Period of lock-in:

The Shares issued upon exercise of the Options shall be freely transferable and shall not be subject to any lock in period restriction after such allotment and credit to the respective demat account; however the same shall be subject to such restrictions as may be prescribed under applicable laws including the Company’s Code of Conduct for prevention of Insider Trading, to regulate ,monitor and report trading by insiders, under the Securities and Exchange Board of India (Prohibition of Insider Trading),Regulations, 2015, as amended.

s. Terms and conditions for buyback, if any, of specified securities covered granted under the Plan:

Subject to the provisions of the prevailing applicable laws, the Compensation Committee shall determine the procedure for buy-back of the Options granted under the Plan if to be undertaken at any time by the Company, and the applicable terms and conditions thereof.

The consent of the shareholders is being sought pursuant to Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 read with Regulation 6 of the SEBI SBEB Regulations for implementation of RML ESOP - 2024 . The Board of Directors recommend implementation of RML ESOP - 2024 for the employees of the Company and Company’s Subsidiaries. In light of above, you are requested to accord your approval to the Special Resolutions as set out at Agenda Item Nos. 1 and 2 of the accompanying Notice.

A draft copy of RML ESOP - 2024 is available for inspection at the Registered office of the Company between 10.00 a.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays). The same is also available on the website of the Company, www.rosemerc.in to facilitate online inspection till the conclusion of the ensuing Extra Ordinary General Meeting.

None of the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financial or otherwise, in the said resolution, except to the extent of their shareholding in the Company.

==> picture [90 x 90] intentionally omitted <==

Item No. 3:

The present Authorised Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore) comprising of 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs.10/- each. The Board, at its meeting held on October 23, 2024. In this regard, the Board, at the same meeting, has also accorded its approval for increasing the Authorised Share Capital from Rs. 15,00,00,000 (Rupees Fifteen Crore) to Rs. 20,00,00,000 (Rupees Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs.10/- (Rupees Ten Only) each, by way of creation of additional 50,00,000 (Fifty Lacs) Equity Shares of Rs10/- (Rupees Ten Only) each pari passu with the existing Equity Shares in all respects as per the Memorandum of Association of the Company, subject to shareholders approval.

Pursuant to the provisions of Section 61 of the Companies Act, 2013, approval of the Members is required for increasing the Authorised Share Capital of the Company and alteration in the Memorandum of Association of the Company. Accordingly, the Board recommends the Ordinary resolution set out at Item No. 3 seeking approval of the Members for increasing the Authorised Share Capital of the Company and consequential amendment to the Memorandum of Association to be passed as an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolutions.

Item No. 4:

To expand the business operations and to meet the increased fund requirements of the Company, the Board of Directors at their meeting held on October 11, 2024 had considered and approved (subject to the approval of the members of the Company and such other approvals as may be required) the proposal for raising funds by way of issuance of Warrants convertible into equivalent number of Equity Shares on a preferential basis to non-promoters as mentioned in the Resolution No.4.

Since the Company is a listed Company, the proposed Preferential Issue is in terms of the provisions of the SEBI (ICDR) Regulations 2018 (as amended), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (as amended), and other applicable provisions, if any, and Sections 42 and 62(1) of the Companies Act, 2013, read with Companies (Prospectus and Allotment of Securities) Rules, 2014 and Companies (Share Capital and Debentures) Rules, 2014.

The information as required under SEBI (ICDR) Regulations 2018 and as per the provisions of the Companies Act, 2013 read with Rule 13(2) of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 are given below:

As per Section 42, 62, and 108 of the Companies Act, 2013, approval of shareholders passed through E- Voting is required for Issue of Warrants convertible into equivalent number of Equity Shares on preferential basis and hence the resolution is placed before the shareholders. In terms of the provisions of the Companies Act, 2013 and as per Regulation 163 and other applicable regulation of Chapter V – Preferential Issue of SEBI ICDR Regulations, the required disclosures regarding proposed issue are as under: -

1. Objects of the Preferential issue:

To raise further capital in order to meet the funding requirement for business growth and expansion which

==> picture [90 x 90] intentionally omitted <==

includes investments in subsidiaries and other companies/acquisition opportunities, exploring new initiatives, capital expenditure, working capital requirements, and other general corporate purposes.

2. Maximum number of specified securities to be issued:

The Company intends to issue securities of the Company in the following manner:

20,27,500 Warrants convertible into equivalent number of equity shares of face value Rs.10/- per share.

Thus, based on the assumption that all the Warrants will be converted into equivalent number of equity shares of face value Rs.10/- of the Company, the Company intends to issue a maximum of 20,27,500 equity shares of face value Rs.10/- per share, upon conversion of 20,27,500 warrants, at a price to be determined under Regulation 164(1) of SEBI (ICDR) Regulations, 2018.

3. Amount which the company intends to raise by way of such securities.

The company intends to raise upto Rs. 50,68,75,000/- (Rupees Fifty Crore Sixty-Eight Lakh Seventy-Five Thousand Only) by way of issue of 20,27,500 warrants convertible into equivalent number of equity shares of the Company on preferential Basis to Non-Promoters at a price of Rs.250/- (Rupees Two Hundred Fifty Only) per share (including premium of Rs.240/- (Rupees Two Hundred Forty Only) per equity share).

4. Intention of promoters / directors / key managerial personnel to subscribe to the offer:

None of the other Directors / Key Management Personnel has the intention to subscribe to the offer.

5. The shareholding pattern before and after completion of the proposed preferential issue would be as under:


SR. NO.	CATEGORY	PRE-ISSUE EQUITY (Note 2)		POST-ISSUE EQUITY (Note 3)

		No. of Shares Held	% of Share Holding	No. of Shares Held	% of Share Holding
A	Promoters’ holding:
	Individual	7,200	0.16	7,200	0.11
	Bodies Corporate	-	-	-	-
	Sub Total (A)	7,200	0.15	7,200	0.11
B	Non-Promoters’ holding:
1	Institutional Investors
	Institutional Domestic	-	-	-	-

==> picture [90 x 90] intentionally omitted <==


	Institutional Foreign	-	-	5,00,000	7.49
	Sub Total (B)	-	-	-	-
2	Non-Institutional Investors
	Bodies Corporate	1,44,819	3.20	1,44,819	2.17
	Directors and Relatives	4,77,210	10.56	4,77,210	7.15
	Indian Public	37,43,179	80.55	37,70,679	56.49
	Others [including HUF, NRI, NR, IEPF Authorities, etc.]	2,74,858	5.91	17,74,858	26.59
	Sub Total (C)	46,40,066	99.85	66,67,566	99.89
	GRAND TOTAL (A+B+C)	46,47,266	100.00	66,74,766	100.00

Note 1 : The above shareholding pattern has been prepared on the basis of shareholding data as on September 30, 2024, as provided by the Registrar and Share Transfer Agent.

Note 2 : The pre issue shareholding percentage is determined considering existing capital of 45,19,766 equity shares plus the following:

(a) 55,500 equity shares issued and allotted on July 15, 2024, for which listing application is in process Stock Exchange.

(b) 20,000 equity shares issued and allotted on July 18, 2024, for which listing application is in the process of being filed with the Stock Exchange

(c) 52,000 equity shares issued and allotted on October 7, 2024, for which listing application is in the process of being filed with the Stock Exchange

Note 3 : The post issue shareholding and post issue shareholding percentage is determined considering 20,27,500 warrants proposed to be issued and allotted under the present issue will be fully subscribed and converted into equivalent number of equity shares of the Company

6. Proposed time within which the preferential issue shall be completed:

The Company shall complete the allotment of the Warrants convertible into equity shares within a period of 15 (fifteen) days from the later of:

(i) date of the approval of this special resolution; or
(ii) receipt of last of the approval/permission required for such allotment from any regulatory authority or the Central Government (including but not limited to the in-principle approval of the Stock Exchanges for issuance of the securities stated above to the Proposed Allottees).

Further, upon the exercise of option to convert the warrant into equity shares by the proposed allottees, the Company shall issue and allot equivalent number of equity shares of the company within 15 (fifteen) days of such exercise of conversion of warrant or receipt of last of the approval/permission required for such allotment from any regulatory authority or the Central Government, whichever is later.

==> picture [90 x 90] intentionally omitted <==

7. The name of the proposed allottees, the identities of the persons who are the ultimate beneficial owners of the shares and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them:

Sr. No.	Details of subscribe r	Ultimate beneficial owner of the proposed allottee(s)	Pre-Issue			Proposed Allotment	Post-Issue (Refer Note # below this table)	Post-Issue (Refer Note # below this table)	Post-Issue (Refer Note # below this table)
			Category	No. of Shares	Percenta ge holding (%)		Category	No. of Shares	Perce ntage holdi ng (%)
1	Eminence Global Fund Pcc - Eubilia Capital Partners Fund I	SEBI registered under Foreign Portfolio Investor SEBI Registrati on No. INMUFP0 53724	Non- Promoter	0	0	5,00,000	Non- Promoter	5,00,000	7.49
2	Ali Akbar Parvez Khan	Individual	Non- Promoter	0	0	5,00,000	Non- Promoter	5,00,000	7.49
3	Qazi Afsari Banu	Individual	Non- Promoter	0	0	2,50,000	Non- Promoter	2,50,000	3.75
4	Qazi Abdul Matheen	Individual	Non- Promoter	0	0	5,00,000	Non- Promoter	5,00,000	7.49
5	Qazi Gulshan Banu	Individual	Non- Promoter	0	0	2,50,000	Non- Promoter	2,50,000	3.75
6	Santosh Gavade	Individual	Non- Promoter	0	0	25,000	Non- Promoter	25,000	0.37
7	Shreeya Shrikant Hande	Individual	Non- Promoter	0	0	2,500	Non- Promoter	2,500	0.04
			Total	0	0	20,27,500		20,27,500	30.38
Note # : Please refer “Note $” to Table under the heading “Item 5. The shareholding pattern before and after completion of the proposed preferential issue would be as under” above.

==> picture [90 x 90] intentionally omitted <==

8. In terms of SEBI (ICDR) Regulations, 2018, the Company hereby undertakes that:

i. An amount equivalent to 25% of the offer price of the Warrants shall be payable at the time of making the application for Warrants, which amount will be kept by the Company as a deposit to be adjusted and appropriated against the price of the Warrants payable by the Warrants Holder at the time of exercising the option;
ii. If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the underlying Equity Shares shall continue to be locked- in till the time such amount is paid by the proposed allottees.
iii. The balance 75% of the offer price shall be payable at the time of exercise of option to convert the Warrants into equity shares of face value Rs.10/- per share of the Company.
iv. The issue of the Warrants as well as the Equity Shares, arising from the exercise of the option under the Warrants in the manner aforesaid, shall be governed by the respective provisions of the Companies Act, 2013, the Memorandum & Articles of Association of the Company and also the Guidelines/Regulations issued by SEBI or any other authority as the case may be, or any modifications thereof;
v. Each Warrant shall be convertible into one (1) equity share of face value of Rs.10/- per share; and vi. The equity shares allotted, upon Warrants to be issued on preferential basis to above allottee, shall be locked in for the period as prescribed under SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018.

9. Wilful Defaulter or Fraudulent Borrower:

Neither the issuer nor any of or its promoters or directors are wilful defaulters or fraudulent borrowers.

10. Pricing of Preferential Issue:

The Board has fixed the price of Rs 250/- (Rupees Two hundred Fifty only) per warrant convertible into equivalent number of equity shares as the issue price. This is higher than the price determined in terms of Regulation 164(1) read with 166A of the ICDR Regulations. The pricing certificate is issued by CS Deepak Rane, Practicing Company Secretary (Membership No. 24110 CP No. 8717) having his office at 501, 5[th] Floor, Sheetal Tower, Daftary Road, Shivaji Chowk, Near Centre Plaza Mall, Malad East Mumbai 400097 The Valuation Report has been issued by IBBI Registered Valuer Riya Mehta (registration No. IBBI/RV/06/2023/15485) having office at Mehta Sadan, 84 Station Road, Opposite Bank of Maharashtra, Ratlam, Madhya Pradesh - 457001. Both certificates are available on website of the company at www.rosemerc.in. Both the said certificates shall also be available for inspection at the registered office of the Company on all working days (excluding Saturdays and Sundays) during 10:00 A.M. to 5:00 P.M.

11. Basis on which the price would be arrived at:

The Equity Shares of the Company are listed on BSE Limited (“Stock Exchanges”). The Equity Shares are frequently traded in terms of the SEBI ICDR Regulations and the same has been considered for determining the floor price in accordance with the SEBI ICDR Regulations.

In terms of the applicable provisions of the Chapter V of SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022, the minimum price for the preferential issue of each equity share to be issued shall be a price, being higher of the following:

==> picture [90 x 90] intentionally omitted <==

i. Average of 90 trading days of volume weighted average price of the Equity Shares of the Company quoted on the BSE, preceding the Relevant Date is Rs. 140.73; or

ii. Average of 10 trading days of volume weighted average price of the Equity Shares of the Company quoted on the BSE, preceding the Relevant Date is Rs. 150.48.

In terms of Regulation 166A of SEBI (ICDR) Regulations, the Company has obtained valuation report from the IBBI Registered Valuer Riya Mehta, IBBI registration no. IBBI/RV/06/2023/15485 having office at Mehta Sadan, 84 Station Road, Opposite Bank of Maharashtra, Ratlam, Madhya Pradesh – 457001 who has determined the valuer per equity share of the Company at Rs. 83.60. The valuation report is displayed on the website of the company at the www.rosemerc.in.

Further, the issue price has been determined based on the pricing certificate received from CS Deepak Rane, Practicing Company Secretary (Membership No. 24110 CP No. 8717) having his office at 501, 5[th] Floor, Sheetal Tower, Daftary Road, Shivaji Chowk, Near Centre Plaza Mall, Malad East Mumbai 400097 who has undertaken the exercise of determining the pricing of the equity shares of the Company for issuance of equity shares through preferential allotment, has determined the floor price per equity share of the Company at Rs. 150.48. The pricing certificate is displayed on the website of the company at the www.rosemerc.in.

The Board has fixed the floor price as Rs. 250/- (Rupees Two Hundred Fifty only) per warrant (including premium of Rs. 240/- per share) and the said price fixed by the Board is higher than the above prices determined in terms of Regulations 164 read with Regulations 166A of SEBI ICDR Regulation and other applicable provisions.

12. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer.

The Company shall adopt fair value method‟ for valuation of the Options as prescribed under guidance note or under any relevant accounting standard notified by the appropriate authorities from time to time.

A valuation report issued by Registered Valuer Riya Mehta, IBBI registration no. IBBI/RV/06/2023/15485 having office at Office Mehta Sadan, 84 Station Road, Opposite Bank Of Maharashtra , Ratlam , Madhya Pradesh - 457001, has been obtained and the same shall remain available for inspection by the members of the Company till the conclusion of extra ordinary general meeting as well as is available on the Company website at www.rosemerc.in.

13. Relevant Date

In terms of the provisions of Chapter V of the SEBI (ICDR) Regulations, the “Relevant Date” for the purpose of calculating the floor price for the issue of Warrants of the Company is determined to be October 21, 2024, being the immediate day prior to October 23, 2024 the date 30 (thirty) days prior to the date of closure of voting process through Postal Ballot i.e. November 22, 2024 to approve this offer.”

However, the percentage of shareholding and voting rights exercised by the shareholders of the Company will change in accordance with the change in the shareholding pattern pursuant to the Preferential Allotment.

==> picture [90 x 90] intentionally omitted <==

14. Change in control if any consequent to preferential issue

The existing Promoters of the Company will continue to be in control of the Company and there will not be any change in the management or control of the Company as a result of the proposed preferential issue.

15. No. of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price:

Sr. No.	Name of the Allottee	No. of Equity Shares allotted upon conversion of Warrants issued on preferential basis	No. of Equity Shares allotted under RML ESOP Scheme II	Warrants convertible into equivalent number of equity shares allotted	Offer Price at which allotted (Rs.)
1	Nooruddin Shaikh	-	10,000	-	50/-
2	Ashok Raghunath Karale	-	5,000	-	50/-
3	Aditi Natwar Daga	20,000	-	-	50/-
4	Anita Jain	12,500	-	-	50/-
5	Nishank Jain	12,500	-	-	50/-
6	Prasad Vishnu Shanbhag	12,500	-	-	50/-
7	Renu Khatri	3,000	-	-	50/-
8	Sonu Surjit Vasan	25,000	-	-	100/-
9	Suhas Kale	13,000	-	-	100/-
10	UdaySait	30,000	-	-	100/-
11	Atharva Sanjeev Latkar	-	-	70,000	250/-
12	Omprakash Brijnath Singh	-	-	49,000	250/-
13	HaritsinhKanaksinh Gohil	-	-	51,000	250/-
14	Manjiri Sanjeev Latkar	-	-	70,000	250/-
15	Sumant Bhargav Ghaisas	-	-	38,000	250/-
16	Varsha S Ghaisas	-	-	32,000	250/-
17	Neelam Prem Singh Soni	-	-	21,000	250/-
18	Sunil Gajanan Nanal	-	-	20,000	250/-
19	Shahalam Shaikh	-	-	15,000	250/-
20	Aashi Shahalam Shaikh	-	-	15,000	250/-
21	Mukund Shivaram Biwalkar	-	-	10,000	250/-
22	Mitali Mukund Biwalkar	-	-	10,000	250/-
23	Jaymin Bipinchandra Patel	-	-	8,000	250/-
24	Anjaladevi Sendhil	-	-	2,000	250/-
25	Laxmi Nagesh Nitur	-	-	2,000	250/-
26	Mohammed Hanif Kasim Shaikh	-	-	8,000	250/-
27	Shobha UdayTardalkar	-	-	45,000	250/-
28	UdayDamodar Tardalkar	-	-	45,000	250/-
29	Thanveer Parayil Aboobaker	-	-	8,000	250/-

==> picture [90 x 90] intentionally omitted <==

30	Promod Govind Agare	-	-	5,000	250/-
31	Shailesh Madhav Pethe	-	-	10,000	250/-
32	Shibani Neelesh Joshi	-	-	10,000	250/-
	Total	1,48,500	15,000	5,44,000

16. Undertakings:

(a) The Issuer Company undertakes that they shall re-compute the price issued securities in terms of the provisions of SEBI (ICDR) Regulations, 2018, as amended, where it is required to do so.
(b) The Issuer Company undertakes that if the amount payable on account of the re-computation of price is not paid within the time stipulated in terms of the provision of SEBI (ICDR) Regulations, 2018, the warrants / equity shares issued shall continue to be locked–in till the time such amount is paid by the allottees.
(c) The entire pre-preferential holding, if any, of the proposed allottees shall be locked in for the periodas prescribed under SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018.

17. Lock-in period

The warrants / equity shares upon conversion of such warrants to be offered, issued and allotted shall be subject to Lock-in as provided under the provisions of ICDR Regulations. The entire pre preferential shareholding of the above allottees, if any, shall be locked-in from the relevant date up to the period of 90 trading days from the date of trading approval as per Regulation 167 of the ICDR Regulations.

18. Certificate from CS Deepak Rane, Practising Company Secretary.

A copy of the certificate, from CS Deepak Rane, Practicing Company Secretary (Membership No. 24110 CP No. 8717), having their office at 501, 5[th] Floor, Sheetal Tower, Daftary Road, Shivaji Chowk, Near Centre Plaza Mall, Malad East Mumbai 400097, certifying that the issue of Warrants on preferential basis is being made in accordance with requirements of Chapter V of the SEBI ICDR Regulations, 2018 shall be available for inspection at the Registered office of the Company on all working days (excluding Saturdays and Sundays) during 10:00 A.M. to 5:00 P.M. The said Certificate will be uploaded on the website of the Company at www.rosemerc.in.

19. Details of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution.

None of Directors, Key Managerial Persons or their relatives are concerned or interested in the above referred resolution to the extent of their shareholding in the Company and the proposed allotment.

20. Other disclosures

In accordance with SEBI ICDR Regulations,

The Company has allotted equity shares on preferential basis in the financial year.
Neither the Company nor any of its Promoters and Directors has been declared as a wilful defaulter or a fraudulent borrower or a fugitive economic offender.
The pre- preferential holding of the proposed allottees are in dematerialized form.

==> picture [90 x 90] intentionally omitted <==

The issue of Warrants shall be made in accordance with the provisions of the Memorandum and Articles of Association of the Company, the Companies Act, 2013 and relevant regulations of SEBI (ICDR) Regulations and shall be made in a dematerialized form only.

The Board of Directors of the Company believes that the proposed preferential issue is in the best interest of the Company and its members. The Board of Directors recommends the passing of the resolution as set out in Item No. 4 as special resolution for your approval.

For and on behalf of Board of Directors Rose Merc Limited Sd/Vaishali Parkar Kumar Executive Director DIN: 09159108

Registered Office:

Office No: 15/B/4, New Sion CHS SIES College, Behind D Mart, Sion West, Mumbai MH 40002 Email: [email protected] Website: www.rosemerc.in

Place: Mumbai Date: October 23, 2024

AI assistant

Rose Merc.Limited — Proxy Solicitation & Information Statement 2024

63782_rns_2024-10-23_8398bbb0-1b58-48c6-bc66-91228d3c22aa.pdf

Date: October 23, 2024

BSE Scrip Code: 512115 Scrip ID: ROSEMER

Sub: Submission of Notice of Postal Ballot of Rose Merc Limited (‘the Company’)

For Rose Merc Limited

Dear Member(s),

SPECIAL BUSINESS:

1. To approve implementation of the ‘RML Employee Stock Option Plan, 2024:

Registered Office:

NOTES:

The Members must read the detailed procedure on electronic voting provided below:

- How do I vote electronically using NSDL e Voting system?

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

General Guidelines for shareholders

This space has been kept blank intentionally.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item No.1. & 2:

a. Brief description of the Plan:

b. Total number of options to offered and granted:

c. Identification of classes of Employees entitled to participate and be beneficiaries in the scheme:

d. Requirements of vesting and period of vesting

e. Maximum period within which the Options shall be vested:

f. Exercise price or pricing formula:

g. Exercise period and the process of exercise:

h. Appraisal process for determining the eligibility of Employees under Plan:

i. Maximum number of options to be issued per employee and in aggregate:

j. Maximum quantum of benefits to be provided per employee under the Plan:

m. Amount of loan to be provided for implementation of the scheme by the Company to the trust, its tenure, utilisation, repayment terms, etc.:

n. Maximum percentage of secondary acquisition:

o. Accounting and Disclosure Policies:

p. Method of Option valuation:

q. Declaration

r. Period of lock-in:

s. Terms and conditions for buyback, if any, of specified securities covered granted under the Plan:

Item No. 3:

Item No. 4:

1. Objects of the Preferential issue:

2. Maximum number of specified securities to be issued:

3. Amount which the company intends to raise by way of such securities.

4. Intention of promoters / directors / key managerial personnel to subscribe to the offer:

5. The shareholding pattern before and after completion of the proposed preferential issue would be as under:

6. Proposed time within which the preferential issue shall be completed:

8. In terms of SEBI (ICDR) Regulations, 2018, the Company hereby undertakes that:

9. Wilful Defaulter or Fraudulent Borrower:

10. Pricing of Preferential Issue:

11. Basis on which the price would be arrived at:

12. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer.

13. Relevant Date

14. Change in control if any consequent to preferential issue

16. Undertakings:

17. Lock-in period

18. Certificate from CS Deepak Rane, Practising Company Secretary.

20. Other disclosures

Registered Office:

More from Rose Merc.Limited

Rose Merc.Limited Proxy Solicitation & Information Statement 2024