Rose Merc. Ltd Directors Report

- Material Subsidiaries

The Company has the following Material Subsidiaries within the meaning of the term "Material Subsidiary" as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time:

In accordance with Section 129 (3) of the Act, the statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is attached to this Report.

- BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. CONSTITUTION OF BOARD:

The Board of the Company as on 31^st March, 2026 comprises of 11 (Eleven) Directors out of which, 1 (one) is Managing Director, 4 (Four) are Executive Directors, 5 (Five) are Independent Directors and 1 (One) is Non-Executive Director and Non- Independent director.

In accordance with the provisions of section 149, 152 & Article of Association of the Company and other applicable provisions of the Companies Act, 2013, two-thirds of the of Directors are liable to retire by rotation, and one-thirds shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently Mr. Purvesh Krishna Shelatkar (DIN 10064277) Executive Director and Mr. Omprakash Singh (DIN 07204004) Non-Executive Non-Independent Director is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment for the consideration of Members of the Company at the ensuing Annual General Meeting. They are not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment as Director are also annexed to the Notice convening the annual general meeting.

Ms. Vaishali Parkar Kumar, Managing Director and Chief Financial Officer of the Company is not holding position as an Independent Director in any listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

During the year under review, there were changes in the Board of Directors & KMP of the Company are as follow:

• Resignation of Mr. Sonu Surjit Vasan (DIN 09133175) from the position of Non-Executive Independent Director on 19th April, 2025.

• Change in designation of Mr. Uday Damodar Tardalkar from Non-Executive Independent Director to Chairman and Non-Executive Independent Director on the Board of the Company on Monday, April 28, 2025 via Circular Resolution.

• Change in designation of Mr. Purvesh Krishna Shelatkar from Chairman and Executive Director to Executive Director on the Board of the Company on Monday, April 28, 2025 via Circular Resolution.

• Resignation of Ms. Purva Jhanwar from the post of Company Secretary and Compliance Officer of the Company with effect from July 14, 2025.

• Appointment of Ms. Dharini Kadakia as Company Secretary and Compliance Officer of the Company with effect from July 15, 2025.

• Resignation of Mr. Sumant Bhargav Ghaisas (Din: 10199204) from the post of Independent Director of the Company with effect from July 23, 2025.

• Regularization of Mr. Abhijeet Anil Tipnis (DIN: 09566680) from Additional Independent Director to Independent Director with effect from August 25, 2025.

• Appointment of Ms. Eshwari Purvesh Shelatkar (DIN: 10973309) as an Additional Executive Director of the Company with effect from January 20, 2026.

• Resignation of Mr. Kirti Chunilal Savla (DIN: 02003878), from the post of Managing Director of the Company with effect from January 21, 2026.

• Designation of Ms. Vaishali Parkar Kumar (DIN: 09159108) was changed from Whole-Time Director & Chief Financial Officer to Managing Director & Chief Financial Officer of the Company with effect from January 29, 2026.

• Regularization of Ms. Eshwari Purvesh Shelatkar (DIN: 10973309) from Additional Executive Director to Executive Director with effect from February 28, 2026.

• Resignation of Mr. Abhijeet Anil Tipnis (DIN: 09566680) from the post of Independent Director of the Company with effect from June 16, 2026.

• Appointment of Mr. Amitkumar Yogendra Singh (DIN: 07211331) as an Additional Executive Director of the Company with effect from July 14, 2026.

• Appointment of Mr. Santosh Sambhaji Gavade (DIN: 10591572) as an Additional Independent Director of the Company with effect from July 14, 2026.

The table below provides the composition of the Board and Key Managerial Personnel for the Financial Year 2025-2026, their attendance at Board meetings & AGM and number of directorship, chairmanship/membership in committee across companies in which he/she is Director are as follows:

## Mr. Sonu Surjit Vasan has tendered his resignation with effect from 19th April, 2025 from the position of Independent Director.

** Mr. Sumant Bhargav Ghaisas has tendered his resignation with effect from 23rd July, 2025 from the position of Independent Director.

@ Mr. Kirti Chunilal Savla has tendered his resignation with effect from 21st January, 2026 from the position of Managing Director.

@@ Appointment of Ms. Eshwari Purvesh Shelatkar (DIN: 10973309) as an Additional Executive Director of the Company with effect from January 20, 2026, and her subsequent regularization as an Executive Director of the Company with effect from February 28, 2026.

### Designation of Ms. Vaishali Parkar Kumar (DIN: 09159108) was changed from Whole-Time Director & Chief Financial Officer to Managing Director & Chief Financial Officer of the Company with effect from January 29, 2026.

*Committee includes Audit Committee and Stakeholders Grievances & Relationship Committee as provided in SEBI (LODR) Regulations, 2015.

# For calculating Number of Directorship and number of Committees in which directors are member/ Chairman it include Rose Merc Ltd. This excludes Directorships held in Indian Private Limited companies, Foreign Companies and Companies registered under Section 8 of the Companies Act, 2013.

Details of changes in designations of Board of Directors and key Managerial Personnel are already given above under the head "BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL"

The Company fulfils the requirements related to the provision of composition of Board specified under the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from complying with the requirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the public companies in which they are director as per Regulation 26(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The necessary disclosures regarding committee positions have been made by all the Directors.

b. NUMBER OF MEETINGS OF THE BOARD:

Regular meetings of the Board of Directors are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required for discussing and deciding on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Act.

During the year under review, Board of Directors of the Company met 11 (Eleven) times-

During the year, the Board of Directors has passed resolutions through circulation.

- INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has 5 (Five) Independent Directors in line with the Companies Act, 2013 during the year. A separate meeting of Independent Directors was held on March 24, 2026, to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

Accordingly, the Board of Directors of the Company is of the view that Independent Directors fulfill the criteria of independence and they are independent from the management of the Company.

- PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

• The performance of the board was evaluated by the board, after seeking input from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking input from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

- DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

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b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis;

e. The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

- COMMITTEES OF BOARD:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

4- AUDIT COMMITTEE

The Company has formed audit committee in line with the provisions of Section 177 of the Companies Act, 2013 read with Rules thereto. Audit Committee meetings are generally held once in quarter for the purpose of recommending the quarterly/half yearly/ yearly financial result and the gap between two meetings did not exceed one hundred and twenty days. Additional meeting is being held for the purpose of reviewing the specific item included in terms of reference of the Committee.

The composition of the Committee and the details of meetings attended by its members are given below:

*Mr. Abhijeet Anil Tipnis, Independent Director and Ms. Saroj Shrinivas Datar, Independent Director is

appointed as the Member of the Audit Committee as on July 25, 2025.

* Mr. Abhijeet Anil Tipnis, Independent Director, ceased to be member of the Audit Committee as on June 16, 2026.

# Mr. Santosh Sambhaji Gavade, Independent Director, is appointed as the Member of the Audit Committee as on July 14, 2026.

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Recommendations of Audit Committee have been accepted by the Board wherever given.

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available at the registered office of the Company for inspection of the Members of the Company.

4- NOMINATION AND REMUNERATION COMMITTEE:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013.

The composition of the Committee and the details of meetings attended by its members are given below:

* Mr. Sonu Surjit Vasan ceased to be members of the Committee as on 19 April, 2025.

**Mr. Omprakash Singh and Mr. Purvesh Krishna Shelatkar ceased to be members of the Committee as on October 13, 2025.

***Mr. Uday Damodar Tardalkar, Independent Director, is appointed as the Chairman of the Nomination and Remuneration Committee as on October 13, 2025.

#Mr. Abhijeet Anil Tipnis, Independent Director, and Ms. Saroj Shrinivas Datar, Women Independent Director, are appointed as Members of the Nomination and Remuneration Committee as on October 13, 2025

#Mr. Abhijeet Anil Tipnis, Independent Director, ceased to be member of the Nomination and Remuneration Committee as on June 16, 2026.

##Mr. Santosh Sambhaji Gavade, Independent Director, is appointed as the Member of the Nomination and Remuneration Committee as on July 14, 2026.

@ With effect from 17th August 2026, Mr. Santosh Sambhaji Gavade (DIN: 10591572) was appointed as the Chairman of the Committee in place of Mr. Uday, who shall continue as a Member of the Committee.

NOMINATION AND REMUNERATION POLICY:

In terms of Section 178(3) of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a policy on Directors, Key Managerial Personnel and Senior Management Employees appointment and remuneration including criteria for determining their qualifications, positive attributes, independence and other prescribed matters was formulated and recommended by the Nomination and Remuneration Committee and adopted by the Board of Directors of the Company.

4- STAKEHOLDERS GRIEVANCE & RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholders Grievance & Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non- receipt of Annual Report; Dividend Warrants; etc.

The composition of the Committee and the details of meetings attended by its members are given below:

4- ALLOTMENT COMMITTEE:

The Company has constituted Allotment Committee mainly to delegate the powers of Board to allot all types of securities.

The composition of the Committee and the details of meetings attended by its members are given below:

# Mr. Santosh Sambhaji Gavade, Independent Director, is appointed as the Member of the Allotment Committee as on July 14, 2026.

-I- COMPENSATION COMMITTEE:

The Company has constituted Compensation Committee mainly to delegate the powers of Board to exercise its powers, including the powers, conferred by this resolution read with Regulation 5 SEBI (SBEBSE) Regulations, 2021 to create, issue and grant Employee Stock Options.

The composition of the Committee and the details of meetings attended by its members are given below:

*Mr. Sonu Surjit Vasan ceased to be members of the Committee as on 19 April, 2025.

** Ms. Saroj Shrinivas Datar is appointed as the Member of the Committee as on 19 April, 2025.

-I- BUSINESS DEVELOPMENT & STRATEGIC PLANNING COMMITTEE:

The Company has constituted Business Development & Strategic Planning mainly to focus on the identifying new business opportunities, developing strategic plans, Reviewing market trends and Recommending initiatives for growth of Company.

The composition of the Committee and the details of meetings attended by its members are given below:

*Mr. Shaikh Nooruddin Mohammed Deen ceased to be Chairman of the Committee as on 26 April, 2025.

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**Mr. Purvesh Krishna Shelatkar is appointed as the Member of the Committee as on 26 April, 2025.

*** Ms. Vaishali Parkar Kumar is appointed as the Chairman of the Committee in place of Mr. Shaikh Nooruddin Mohammed Deen as on 26 April, 2025.

- PUBLIC DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 to 76 (Chapter V of the companies Act, 2013) of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2026.

- SHARE CAPITAL:

The Paid-up Equity Share Capital as March 31, 2025 stood at Rs. 552.92 Lakhs. During the year under review, the Company has offered, issued and allotted the securities as follows -

1. On 15 May, 2025, the Company granted of 5,00,000 (Five Lakhs) employee stock options to 1 (One) Eligible Employees under the "RML Employee Stock Option Plan II 2023" ("RML ESOP II 2023") and granted 40,00,000 (Forty Lakhs) stock options to 4 (Four) Eligible Employees under the RML Employee Stock Option Plan 2024 ("RML ESOP - 2024").

2. The Company has allotted 8,000 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on 11 June, 2025.

3. The Compensation Committee of the Company at its meeting held on 02 September, 2025, granted 20,000 (Twenty Thousand) stock options to 3 (Three) Eligible Employees under the "RML Employee Stock Option

Plan II 2023" ("RML ESOP II 2023").

4. The Company at its meeting held on 28 October, 2025 approved the allotment of 1,17,000 (One Lakh Seventeen 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" ("ESOP 2023") at a price of Rs. 60/- (Rupees Sixty Only) per share.

5. The Company at its meeting held on 10 November, 2025 approved allotment of 39,000 (Thirty-Nine 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" ("ESOP 2023") at a price of Rs. 60/- (Rupees Sixty Only) per share.

6. The Company has allotted 1,37,778 (One Lakh Thirty-Seven Thousand Seven Hundred Seventy-Eight) Equity Shares having a face value of Rs. 10/- each fully paid-up ("Equity Shares") of the Company to Non-Promoter on preferential basis at a price of Rs.90/- per share (including premium of Rs. 80/-per share) on 13 November, 2025.

7. The Company has allotted 50,000 (Fifty Thousand) convertible Warrants ("Warrants") to persons belonging to Non-Promoter Category and each Warrant is convertible into one Equity Share at any time within 18 months from the date of allotment, as per SEBI (ICDR) Regulations 2018 for cash on preferential issue basis 13 November 2025.

8. The Company has allotted 79,778 (Seventy-Nine Thousand Seven Hundred Seventy-Eight) Equity Shares having a face value of Rs. 10/- (Rupees Ten Only) each fully paid-up ("Equity Shares") of the Company to

Non-Promoter on preferential basis at a price of Rs. 90/- per share (including premium of Rs. 80/- per share) on 21 November, 2025.

9. The Company has allotted 1,36,000 (One Lakh Thirty-Six Thousand) convertible Warrants ("Warrants") to persons belonging to Non-Promoter Category and each Warrant is convertible into one Equity Share at any time within 18 months from the date of allotment, as per SEBI (ICDR) Regulations 2018 for cash on preferential issue basis on 21 November, 2025.

10. The Company at its meeting held on 25 November, 2025 approved allotment of 20,000 (Twenty 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" ("ESOP 2023") at a price of Rs. 150/- (Rupees One Hundred Fifty Only) per share.

11. The Company at its meeting held on 27 November, 2025 approved allotment of 12,000 (Twelve 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" ("ESOP 2023") at a price of Rs. 150/- (Rupees One Hundred Fifty Only) per share.

12. The Company at its meeting held on 28 January, 2026 approved 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" ("ESOP 2023") at a price of Rs. 150/- (Rupees One Hundred Fifty Only) per share.

13. On 29 January, 2026 the Board of Directors approved the proposal to increase the Authorised Share Capital of the Company from ^20,00,00,000/- to ^25,00,00,000/- by creating an additional 50,00,000 Equity Shares of ^10/- each and to make the consequential alteration in Clause V of the Memorandum of Association.

14. The Company at its meeting held on 25 February, 2026 approved allotment of 25,000 (Twenty-Five 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" ("ESOP 2023") at a price of Rs. 150/- (Rupees One Hundred Fifty Only) per share.

15. The Company at its meeting held on 16 March, 2026 approved allotment of 13,000 (Thirteen 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" ("ESOP 2023") at a price of Rs. 150/- (Rupees One Hundred Fifty Only) per share.

16. The Committee has allotted 3,55,723 (Three Lakh Fifty-Five Thousand Seven Hundred and Twenty-Three) convertible Warrants ("Warrants") to persons belonging to Promoter and Non-Promoter Category and each Warrant is convertible into one Equity Share at any time within 18 months from the date of allotment, as per SEBI (ICDR) Regulations 2018 for cash on preferential issue basis 24 March, 2026.

17. The Compensation Committee of the Company at its meeting held on 24 March, 2026 granted 10,00,000 (Ten Lakhs) stock options to 1 (One) Eligible Employees under the "RML Employee Stock Option Plan 2024" ("RML ESOP 2024").

18. The Committee has allotted 4,21,111 (Four Lakh Twenty-One Thousand One Hundred and Eleven) convertible Warrants ("Warrants") to persons belonging to Non-Promoter Category and each Warrant is convertible into one Equity Share at any time within 18 months from the date of allotment, as per SEBI (ICDR) Regulations 2018 for cash on preferential issue basis 27 March, 2026.

The Certificate from Secretarial Auditor of the Company as required under ESOP Regulations confirming that the Companys ESOPS has been implemented in accordance with the ESOP Regulations and resolutions passed by the members of the Company, is provided as "Annexure I." to this Report.

- LOANS, GUARANTEES AND INVESTMENTS U/S186 OF THE COMPANIES ACT, 2013:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

- TRANSACTIONS WITH RELATED PARTIES:

All contracts, arrangements and transactions entered by the Company with related parties during FY 202526 were in the ordinary course of business and on an arms length basis.

During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Companys policy on related party transactions. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.

- INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details on Internal Financial Control and their adequacy are provided in "Management Discussion and Analysis Report."

- MATERIAL CHANGES AND COMMITMENTS:

There have been some material changes and commitments, affecting the financial position of the Company which have occurred during the year under review which are as follows:

1. The Company has acquired 30 % of the share capital of M/S. Vastavya Rose Merc Private Limited on 27 June, 2025.

2. The Board declared a final dividend of Rs. 0.12/- per equity share (i.e. 1.2 % of the face value) of the face value of Rs. 10/- each for the financial year 2024-2025.

3. The Company has acquired 30 % of the share capital of Golden Eagle Rose Merc Private Limited on 02 September, 2025.

4. Rose Merc Limited has entered into a strategic Memorandum of Understanding (MoU) with SAM Corporate on 23 September, 2025, a global FinTech leader in AI-powered ESG reporting and sustainability solutions. This partnership aims to facilitate collaboration between the two companies to explore synergies in client introductions, strategic networking, and capital market-related activities, with the broader goal of accelerating innovation and business expansion.

5. Rose Merc Limited has entered into a Memorandum of Understanding (MoU) with Falcon Cup LLC-FZ on 24 September, 2025, a Dubai-based Company specializing in organizing corporate golf and sports events. This strategic partnership aims to expand the Falcon Cup Inter-Corporate Golf Tournament into India and explore joint opportunities across sports events, fashion shows, and real estate in regions including the GCC, India, Mauritius, Europe, and Africa. The collaboration also includes sponsorship of the upcoming Falcon Cup Tournament in the UAE and initiatives in wealth and asset management.

6. Rose Merc Limited ("the Company") has entered into a Memorandum of Understanding (MoU) with AuctusESG Private Limited on 10 October, 2025 a globally recognized sustainable finance and ESG advisory firm. The MoU signifies the beginning of a strategic collaboration aimed at promoting sustainable finance, ESG-focused training, and resource mobilization initiatives across India, including GIFT City, and international markets.

7. Rose Merc Limited ("the Company") has entered into a Memorandum of Understanding (MoU) with Thrust Aircraft Private Limited (TAPL) on 10 October, 2025, a pioneering Indian Company engaged in indigenous aircraft and UAV manufacturing. The MoU outlines a strategic collaboration whereby the Company will provide best-effort, non-exclusive support in areas including business evaluation, investor introductions, and potential equity investment of up to ^20 Crore in TAPL. The partnership also aims to foster aerospace

sector growth by promoting TAPLs aircraft models designed to enhance regional connectivity under the Make in India initiative.

8. Execution of the Third Amendment Agreement to the Share Subscription Agreement dated 22 December, 2024, amending the terms of payment for the acquisition of a 30.07% equity stake in Emirates Holding FZ LLC.

9. Rose Merc Limited has entered into a Memorandum of Understanding (MoU) with WTSLN Fintech Private Limited (WhatsLoan) on 21 October, 2025 a leading TSP (Technology Service Provider) in digital lending. This strategic MoU aims to collaborate on developing and deploying advanced AI-driven digital lending solutions, particularly targeting Priority Sector Lending (PSL) segments with high service costs and extended turnaround times. The partnership is focused on improving financial inclusion and access to credit for underserved segments such as farmers, consumers, and MSMEs across rural and semi-urban areas in Western and Northern India.

10. Rose Merc Limited has entered into a Memorandum of Understanding with KheloMore Sports Pvt. Ltd. on 24 October, 2025 to Drive Equity Funding in Indias Sports-Tech Sector. This strategic MoU aims to combine our financial expertise with KheloMores innovative platform to enhance accessibility to sports across the country. With an investment potential of up to 20 crores, we are excited about the opportunities to support KheloMores growth plans and expand their reach to over 10,000 venues.

11. On 12 November, 2025, Rose Merc Limited sponsored the West Zone Wheelchair Cricket Championship 2025 as the "Powered By" Sponsor, supporting the promotion of para-sports and inclusion through its CSR initiatives.

12. On 19 November, 2025, Rose Merc Limited announced the successful conclusion of the "Rose Merc Kesari - Grand Wrestling Championship" at Sondoli, Kolhapur, featuring prominent wrestlers including Maharashtra Kesari champions and Deva Thapa, who was crowned "Rose Merc Kesari". The event reflects the Companys continued commitment to promoting traditional Indian sports and supporting rural wrestling through its sports division, Jadhav Rose Merc Sports Pvt. Ltd.

13. On 26 November, 2025, Rose Merc Limited sponsored the 5th Bramha Research National Security Conference held at Mumbai as a tribute to the martyrs of the 26/11 attacks, reaffirming its commitment towards meaningful CSR initiatives and nation-building.

14. On 27 November, 2025, Moda Orama Ventures Private Limited, a subsidiary of Rose Merc Limited, has acquired 50% of the shares of M/s. Refectio Private Limited. Accordingly, Refectio Private Limited has become an associate Company of Moda Orama Ventures Private Limited and the Rose Merc Group.

15. Our subsidiary, Emirates Holding FZ LLC, UAE, has on 03 December, 2025 executed a Non-Binding Letter of Intent expressing its intention to acquire an aggregate 30% equity interest in Alpha Investment Capital FZ LLC, a Free Zone Limited Liability Company registered in Fujairah Creative City Media Free Zone, UAE.

16. Rose Merc Ltd on 08 December, 2025 executed a non-binding Letter of Intent ("LOI") expressing its intention to acquire 30% of the issued and paid-up share capital of Virtual Gain Technologies Private Limited ("VGTPL"), an unlisted private limited Company incorporated in India.

17. On 23 December, 2025, Rose Merc Limited entered into a partnership with Shivaji Park Gymkhana for the "SPG Rose Merc Cricket Academy" to nurture and develop young cricketing talent through structured coaching and player development initiatives.

18. On 29 January, 2026, the Board of Directors approved the proposal to alter the Object Clause of the Memorandum of Association by redesignating the existing Main Object Clause 5 as Other Object Clause 1 and the existing Other Object Clause 1 as Main Object Clause 5.

19. On 04 February, 2026, Launch of the SPG Rose Merc Cricket Academy at Shivaji Park Gymkhana, Mumbai, marking Rose Merc Limiteds initiative to promote grassroots cricket development through structured coaching and talent development programmes.

20. Rose Merc Limited has entered into an agreement to sponsor the Inaugural Falcon Cup Intercorporate Golf Tournament, scheduled to take place on 11 February, 2026, at the prestigious Majlis Course, Emirates Golf Club, Dubai, UAE.

21. On 12 March, 2026, Rose Merc Limited conducted a cricket kit distribution ceremony at the SPG Rose Merc Cricket Academy, Shivaji Park Gymkhana, Mumbai, supporting young cricketers across the Under-14, Under-16 and Under-19 categories as part of its commitment to grassroots sports development.

22. On 19 March, 2026, Rose Merc Limited entered into a brand partnership with Indian cricketer and Rajasthan Royals Captain Riyan Parag, featuring the Companys logo on the back of his cricket bat to enhance brand visibility and strengthen its presence in the sports ecosystem.

The following material changes and commitments, affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

23. On 23 April, 2026, Rose Merc Limited launched the Maharashtra Tennis Cricket Champions League (MTCCL) Season 1 in partnership with the Eknath Solkar Foundation, marking the Companys entry into tennis ball cricket and its continued focus on grassroots sports development.

24. On 24 April, 2026, Rose Merc Limited entered into a Share Subscription Agreement for the proposed acquisition of 30.01% equity stake in Virtual Gain Technologies Private Limited, a fintech and technology service provider, through subscription to equity shares for an aggregate consideration of ^1 crore.

25. On 06 May, 2026, Rose Merc Limited appointed Indian cricketer Dhruv Jurel as its Brand Ambassador, strengthening the Companys presence in the sports ecosystem through a strategic cricket association.

26. On 11 May, 2026, Rose Merc Limited continued its sponsorship and strategic association with the ASEAN Kenya Falcon Cup Golf Challenge, an international corporate golf tournament promoting sports excellence, global networking, and cultural engagement across Afro-Asian regions.

27. On 21 May, 2026, Rose Merc Limited executed the Fourth Amendment Agreement to the Share Subscription Agreement with Emirates Holding FZ LLC, revising the payment terms and tranches for the acquisition of a 30.07% stake in Emirates.

28. On 25 May, 2026, Rose Merc Limited entered into a Team Principal Sponsorship Partnership with Aakash Tigers Mumbai Western Suburbs for the T20 Mumbai League seasons 2026-2028, supporting both Mens and Womens teams and strengthening its commitment to sports development and cricket initiatives.

29. On 25 May, 2026, Rose Merc Limited entered into a strategic Memorandum of Understanding (MoU) with CATS Global Group companies to explore collaboration opportunities in Quantum Photonics AI, Defence Tech, Surveillance Intelligence, Big Data Analytics, Med Tech, Smart Infrastructure, and other deep-tech sectors, including potential investments and technology commercialization initiatives.

30. On 25 May, 2026, Rose Merc Limited entered into a term sheet with ZCLUS India Limited for a proposed strategic investment of up to ^18 crore over three years, aimed at supporting ZCLUSs expansion in IT services and digital transformation sectors.

31. On 26 May, 2026, Rose Merc Limited sponsored the "Khandyavarche Stars" meet-the-author event, supporting cultural and literary initiatives with positive social impact and celebrating the inspiring journey of author Mr. Gajanan Shivling Rajmane, Deputy Commissioner of Police, Mumbai.

32. Rose Merc Limited has entered into a Shareholders Agreement dated 01 June, 2026 with Virtual Gain Technologies Private Limited and its promoters, Amitkumar Yogendra Singh and Niti Trivedi, in connection with the proposed acquisition of 30.01% of Virtuals post-issue share capital for an aggregate consideration of ^1 crore.

33. On 09 June, 2026, Rose Merc Limited was recognized as "Global Rising Star 2026" (Jury Selection) at the Global Brand & Leadership Conclave 2026 held at the House of Lords, British Parliament, London, acknowledging the Companys growth, innovation, leadership, and commitment to long-term value creation.

34. On 24 June, 2026, Execution of a Share Subscription Agreement (SSA) by Rose Merc Limited for subscription to shares of Virtual Gain Technologies Private Limited, representing 30.01% of Virtuals post-issue share capital.

35. On 02 July, 2026, Rose Merc Limited announced its participation in the 2026 Emirates Awards & Emirates Luxury Show in Dubai, UAE, through its subsidiary and strategic partners, strengthening its global presence in the luxury, lifestyle, entertainment, and business ecosystem through international collaborations.

36. On 14 July, 2026, the Board of Directors approved the proposal for alteration of Clause III (Objects) of the Memorandum of Association of the Company by deleting certain existing main object clauses, inserting new object clauses relating to payment aggregation, prepaid payment instruments and digital payment services, and amending specified incidental and ancillary object clauses.

37. On 17 July, 2026, Rose Merc Limited completed the acquisition of a bungalow property situated at Village Valvan, Lonavala, Maharashtra, for ^1.30 crore, as part of its strategic expansion and long-term asset creation initiatives.

- DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The existing internal financial controls are adequate and commensurate with the nature, size, complexity of the Business and the Business Processes followed by the Company. The Company has a well laid down framework for ensuring adequate internal controls over financial reporting. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

- DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year in review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

- OTHER COMPANY/IES WHICH HAVE BECOME OR CEASED TO BE COMPANYS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The following companies ceased to be subsidiaries/associates of the Company as on March 31, 2026:

1. Esperer Event Management Private Limited

2. Parshuram Creative Craft Private Limited

3. Kaale Rose Merc Advisors Private Limited

4. Hyderabad Sports Leagues Private Limited

5. Parshuram Rose Merc Private Limited

The following subsidiary and associate companies were acquired by the Company after March 31, 2026:

1. Virtual Gain Technologies Private Limited

- PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

In accordance with Section 129 (3) of the Act, the statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is attached to this Report.

- DISCLOSURE OF REMUNERATION:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure II to this Report.

- EXTRACT OF ANNUAL RETURN

- DISCLOSURE ABOUT CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 read with Section 198 of the Companies Act, 2013, there is no CSR obligation for the year 2025-26.

- SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

The Company has constituted an Internal Committee (IC) as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the committees constitution complies with the said Act.

During the year under review, there were no incidences of sexual harassment reported.

- RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

- CORPORATE GOVERNANCE:

Our Company is committed to maintaining high standards of corporate governance and strives to adopt best practices to ensure transparency, accountability, and ethical conduct in all its operations. The Company complies with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Corporate Governance Report, as required under the applicable provisions of the Listing Regulations, has been annexed to this Annual Report and forms an integral part thereof.

- MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

- STATUTORY AUDITOR AND THEIR REPORT

The Auditors Report for financial year 2025-26 on Standalone and Consolidated Financial Statements, is self-explanatory and does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. BB Gusani & Associates, Chartered Accountants (Firm Registration No. 140785W), were reappointed as Statutory Auditors of the Company at the 37th AGM held on September 29, 2021, to hold office till the conclusion of the 42nd AGM to be held in the year 2026.

- REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

- SECRETARIAL AUDITOR:

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder for the financial year 2025-26 is annexed to this report as an "Annexure - III"

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Deepak Rane, Practicing Company Secretary, Mumbai to undertake the Secretarial Audit of the Company for the financial year 2025-26.

- EXPLANATION/ COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE IN AUDITORS REPORT AND SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks by the Statutory Auditors in their report.

- COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India (ICSI).

- VARIATION OF FUNDS RAISED, IF ANY

During the financial year 2025-26, the Company has raised Rs 4.18 crore through preferential allotment in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Companies Act, 2013 and the rules made thereunder.

The aforesaid funds are primarily used for making strategic acquisition and investments in various companies/ body corporates and also to fund the growth plans of the Company including its subsidiaries

and associates. Further, the aforesaid funds remains has been fully utilized as on March 31, 2026 and that there is no deviation or variation in utilization of proceeds raised through preferential issue, from the objects stated in the explanatory statement to the notice for the general meeting.

During the financial year, the Company has not raised any funds through qualified institutions placement.

- GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your directors further states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

ii. Other compliances on Corporate Social Responsibility;

iii. There is no revision in the Board Report or Financial Statement;

iv. Cost records

v. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

vi. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

- ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavours.