Rose Merc.Limited — Share Issue/Capital Change 2026

Jan 28, 2026

January 28[th] , 2026

To,

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

BSE Scrip Code: 512115 Scrip ID: ROSEMER

Subject: Intimation for Allotment of 10,000 Equity Shares upon exercise of stock options under “RML Employee Stock Option Plan II, 2023” (“RML ESOP II - 2023”).

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we wish to inform that the Compensation Committee of the Company at its meeting held on January 28th, 2026, approved the allotment of 10,000 (Ten Thousand) Equity Shares having a face value of Rs. 10/- (Rupees Ten Only) each fully paid-up of the Company to the grantees upon exercise of stock options under “RML Employee Stock Option Plan II, 2023” (“RML ESOP II - 2023”) .

These shares shall rank pari-passu with the existing equity shares of the Company in all respects. Consequent, to the allotment of the aforesaid equity shares, the issued and the paid-up equity share capital of the Company stands increased to Rs. 5,95,28,240, consisting of 59,52,824 Equity Shares of Rs. 10/- each.

Disclosures under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 are enclosed as Annexure - I.

Disclosures under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are enclosed as Annexure - II .

This is for your information and records.

Thanking You, Yours Faithfully,

For ROSE MERC LIMITED

Vaishali Digitally signed by Vaishali Parkar Kumar Parkar Kumar Date: 2026.01.28 16:44:55 +05'30'

Vaishali Parkar Kumar Executive Director DIN: 09159108

Annexure - I

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

Sr. No.	Particulars	Details
a)	Brief details of options granted	21,95,000 (Twenty-one lakh ninety-five thousand) stock options to 5 (Five) Eligible Employees under the "RML Employee Stock Option Plan II 2023 (“RML ESOP II 2023”).
b)	Whether the scheme is in terms of SEBI (SBEBSE) Regulations, 2021 (if applicable)	Yes, the ESOP Scheme is in terms of SEBI (SBEBSE) Regulations, 2021.
c)	Total number of shares covered by these options;	Each stock option is convertible into one fully paid-up equity share having face value of Rs.10/- each. Total number of shares covered under the Options shall be 21,95,000 (Twenty-one lakh ninety-five thousand) Equity Shares (“Shares”) having a face value of Rs. 10/- (Rupees Ten Only) each fully paid-up of the Company.
d)	Pricing formula;	The exercise price shall be Rs. 150/- (Rupees One Fifty Only) per Option.
e)	Options vested;	Options granted under “RML ESOP II 2023” would Vest at the completion of the Period of 1 (One) year from the date of the Grant of such Options.
f)	Time within which option may be exercised;	After Vesting, Options can be Exercised either wholly or partly, during the exercise window, within the overall exercise period of 4 (Four) year from the date of respective Vesting or such other period as may be decided by the Compensation Committee, from time to time
g)	Options exercised;	10,000 (Ten Thousand) stock options
h)	Money realized by exercise of options;	Rs. 15,00,000/- (Rupees Fifteen Lakh Only)
i)	The total number of shares arising as a result of exercise of option	10,000 (Ten Thousand) Equity Shares (“Shares”) having a face value of Rs. 10/- (Rupees Ten Only) each fully paid-up of the Company.
j)	Options lapsed	Not Applicable
k)	Variation of terms of options	Not Applicable

l)	Brief details of significant terms	• The RML ESOP II 2023 contemplates grant of options to the specific employees of the Company. • The RML ESOP II 2023 shall be administered by the Compensation Committee of the Company. • The terms of the grant of options provides for the manner in which Options would be dealt with in case of death, permanent incapacity, resignation, termination, retirement, etc. • In case of any corporate action(s) such as rights issue, bonus issue, split or consolidation of equity shares, merger/ amalgamation or sale of division/ undertaking or other reorganization etc., requisite adjustments (which may include adjustments to the number of options in RML ESOP II 2023 shall be appropriately made, in a fair and reasonable manner in accordance with RML ESOP II 2023. • The equity shares allotted, pursuant to the exercise of the stock options, would not be subject to lock-in. • ESOP Shares arising on the conversion of the Options shall rank pari passu with all the other equity Shares of the Company for the time being in issue, from the date of allotment.
m)	Subsequent changes or cancellation or exercise of such options	Not Applicable
n)	Diluted earnings per share pursuant to issue of equity shares on exercise of options.	Not Applicable

This is for your information and records.

Thanking You, Yours Faithfully,

For ROSE MERC LIMITED

Digitally signed by Vaishali Vaishali Parkar Kumar Parkar Kumar Date: 2026.01.28 16:45:19 +05'30'

Vaishali Parkar Kumar Executive Director DIN: 09159108

Annexure – II

Disclosure pursuant to Regulation 10(c) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

Sr. No.	Particulars	Details
1	Company name and address of Registered Office :	Rose Merc Limited 15/B/4, New Sion Chs, Swami Vallabhdas Road, Opp SIES College, Behind Dmart Store, Sion West,Mumbai 400022
2	Name of the recognised Stock Exchanges on which the company's shares are listed :	BSE
3	Filing date of the statement referred in regulation 10(b) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with the recognised Stock Exchange :	11th August, 2023
4	Filing Number, if any:	-
5	Title of the Scheme pursuant to which shares are issued, if any:	“RML Employee Stock Option Plan II, 2023” (“RML ESOP II - 2023”)
6	Kind of security to be listed :	Equity
7	Par value of the shares :	Rs.10
8	Date of issue of shares :	January 28th, 2026
9	Number of shares issued :	10,000
10	Share Certificate No., if applicable :	N.A
11	Distinctive number of the share, if applicable :	5942825 to 5952824
12	ISIN Number of the shares if issued in Demat :	INE649C01012
13	Exercise price per share:	RS.150
14	Premium per share :	RS.140
15	Total issued shares after this issue :	59,52,824
16	Total issued share capital after this issue :	5,95,28,240
17	Details of any lock-in on the shares :	N.A
18	Date of expiry of lock-in :	N.A

19	Whether shares are identical in all respects to existing shares? If not, when will they become identical? :	All equity shares allotted pursuant to exercise of stock options shall rank pari- passu with the existing equity shares of the Companyin all respects.
20	Details of listing fees, if payable :	N.A

This is for your information and records.

Thanking You, Yours Faithfully,

For ROSE MERC LIMITED

Dharini Digitally signed by Dharini Bhushankumar Bhushankumar Kadakia Date: 2026.01.28 16:45:52 Kadakia +05'30'

Dharini Kadakia Company Secretary Membership No: A76992