Rose Merc. Ltd Directors Report

COMPANYS FINANCIAL PERFORMANCE

In the financial year 2024-25, the Company has generated the revenue from sale of products and services. On a Consolidated basis, the revenue from operations of the Company is 1NR 7,878.34 Lakhs during the FY 2024-25, increased by 1390% as compared to IN R 528.73 Lakhs in the previous year. The Operational profits of the Company, on consolidated basis, is 1NR 1685.22 Lakhs as compared to Operational profit of 1NR 43.47 Lakhs in the previous year. On a Consolidated basis, the Company reported Net Loss after Tax of INR 55.96 Lakhs, as compared to Net Profit after Tax of 1NR 37.55 lakhs in the previous year.

The revenue from operations on a standalone basis is IN R 286.63 Lakhs during the FY 2024-25, decreased by 3.59 % as compared to INR 297.31 Lakhs in the previous year. The Operational profits of the Company, on Standalone basis, is INR 21.53 Lakhs as compared to Operational profit of INR 16.52 Lakhs in the previous year. On a Standalone basis, the Company achieved Net Profit after Tax of INR 19.55 Lakhs, as compared to Net Profit afterTax of INR 19.03 lakhs in the previous year.

A detailed analysis on the Companys performance is included in the "Managements Discussion and Analysis Report", which forms part of this Report.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the Companys business during the financial year 2024-25. DIVIDEND

The Companys Board has recommended 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 ended March 31, 2025.

This dividend, expected to result in pay-out of around Rs. 6,64,472.16, is subject to the approval of members at the ensuing Annual General Meeting and deduction of income tax at source, as applicable. The final dividend will be paid on or after Monday, August 25, 2025, to the Members whose names appear in the Register of Members, as on the Book Closure date.

AMOUNT TRANSFERRED TO RESERVE

During the year under review, the Company has not transferred any amount to General Reserve. However, credit balance of Profit and Loss of Rs. 159.39 Lakhs is transferred to Balance Sheet under the head Other Equity - Retained Earnings.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of Companies Act, 2013 do not apply as there is no unpaid dividend accounts appeared in balance sheet as on March 31,2025.

HOLDING/SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

The Company has the following Indian subsidiaries (including the step-down subsidiaries) as on March 31, 2025:

1. Abaca Care Private Limited

The Company had entered into a Subscription Letter on March 12, 2024, to subscribe to 10,408 partly paid equity shares of Abaca Care Private Limited (Abaca), representing 51% of its post-issue capital, by paying 25% of the subscription amount upfront. Although shares were allotted on March 14,2024, a critical statutory filing required to complete the issuance under the Companies Act, 2013 remained unprocessed due to technical issues, leading Rose Merc to withhold the remaining payment. As the filing was not accepted and the 12-month statutory period from the shareholder resolution dated March 5, 2024, lapsed, Abaca forfeited the shares for non-payment. Despite this, the Company has acquired control through appointment of majority of nominee directors of Rose Merc on the Board of the Abaca.

2. Outcry Media Solutions Private Limited

The Company has subscribed to 46.67% equity in Outcry Media Solutions by purchasing 8,752 partly paid shares at =E8,000 each, totaling Rs.7 crore. An initial 25% was paid in February 2024, and the remaining 75% has now been fully paid in response to Outcrys call. The acquisition is now completed

On 03 February, 2025. The Company controls the composition of the Board of Directors of Outcry and accordingly the Outcry has become a subsidiary of the Company w.e.f. February 05, 2024.

3. Jadhav Rose Merc Sports Private Limited

Rose Merc holds 60% of the paid up share capital of the Company. The Company has acquired control through appointment of majority of nominee directors of Rose Merc on the Board of the Company.

4. Parshuram Rose Merc Private Limited

Rose Merc holds 50% of the paid up share capital of the Company. The Company has acquired control through appointment of majority of nominee directors of Rose Merc on the Board of the Parshuram.

5. Rahi Pakhle RM Private Limited

Rose Merc holds 50% of the paid up share capital of the Company. The Company has acquired control through appointment of majority of nominee directors of Rose Merc on the Board of the Company.

6. Navi Mumbai Premier League Private Limited

Rose Merc holds 25% of the paid up share capital of the Company. The Company has acquired control through appointment of majority of nominee directors of Rose Merc on the Board of the Company.

7. Kaale and Rose Merc Advisors Private Limited

Rose Merc holds 49% of the paid up share capital of the Company. The Company has acquired control through appointment of majority of nominee directors of Rose Merc on the Board of the Company.

8. Hyderabad Sports League Private Limited

Subsidiary of Kaale and Rose Merc Advisors Private Limited with 90% holding.

9. Moda Orama Ventures Private limited

Rose Merc holds 50% of the paid up share capital of the Company. The Company has acquired control through appointment of majority of nominee directors of Rose Merc on the Board of the Company.

10. Emirates Holding FZ LLC

Rose Merc holds 30.07% of the paid up share capital of the Company. The Company has acquired control through appointment of majority of nominee directors of Rose Merc on the Board of the Company.

11. Rosemerc Trading Private Limited

Rose Merc holds 90% of the paid up share capital of the Company.

12. Eshwariy Shakti Spiritual Tourism Private Limited

Rose Merc holds 73% of the paid up share capital of the Company.

In compliance with Regulation 16(l)(c) of the SEBI Listing Regulations, the Company has formulated a Policy for Determining Material Subsidiaries. The said policy is available on the website of the Company at www.rosemerc.in.

None of the subsidiary companies is a Material Subsidiary, within the meaning of Material Subsidiary as defined under the SEBI Listing Regulations, 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

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries are available on the website of the Company www.rosemerc.in.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL CONSTITUTION OF BOARD:

The Board of the Company as on 31^st March, 2025 comprises of 13 (Thirteen) Directors out of which 1 (One) is Promoter - Executive Director, 4 (Four) are Executive Directors, 7 (Seven) are Non-Promoter - Independent Directors and 1 (One) are Non-promoter - Non-Executive Directors.

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.

Mr. Kirti Chunilal Savla, Managing Director 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 as follow:

1. Designation of Mr. Omprakash Brijnath Singh was changed from "Non-Executive - Independent Director" to "Non-Executive - Non-Independent Director" w.e.f. April 15, 2024.

2. Re-Designation of Mrs. Vaishali Parkar Kumar from "Additional Executive Director And CFO” to "Executive Director Designated as Whole Time Director and CFO” w.e.f. April 15, 2024.

3. Designation of Mr. Purvesh Krishna Shelatkar was changed from "Independent Director" to "Additional Executive Director designated as Executive Chairman" w.e.f. April 19, 2024.

4. Designation of Mr. Sonu Surjit Vasan was changed from "Non-Executive Director" to "Additional Independent Director” w.e.f. April 19, 2024.

5. Ms. Saroj Shrinivas Datar was appointed as Additional Women Independent Director of the Company w.e.f. April 19, 2024.

6. On April 19, 2024, the appointment Mr. Sumant Bhargav Ghaisas as an Additional Independent Director of the Company to hold office for a period of five (5) consecutive years w.e.f. October 16, 2023, to 15th October 2028, was regularized.

7. Designation of Mr. Purvesh Krishna Shelatkar was changed from "Non-Executive - Independent Director" to "Executive Director" w.e.f. May 24, 2024.

8. Regularization of Ms. Saroj Shrinivas Datar as "Additional Women Independent Director" to "Women Independent Director" w.e.f. May 24, 2024.

9. Regularization of Mr. Sumant Bhargav Ghaisas (Din: 10199204) as from "Additional Independent Director" to "Independent Director" w.e.f. May 24, 2024.

10. Designation of Mr. Sonu Surjit Vasan was changed from "Non-Executive Director" to "Non-Executive Independent Director" w.e.f. May 24, 2024.

After the end of the financial year, the Directors were appointed, re-designated, re-appointed and regularized as follows:

1. Redesignation of Mr. Uday Damodar Tardalkar from Non-Executive Independent Director to Chairman and Non-Executive Independent Director on w.e.f April 28, 2025.

2. Redesignation of Mr. Purvesh Krishna Shelatkar from Chairman and Executive Director to Executive Director w.e.f April 28, 2025.

The table below provides the composition of the Board and Key Managerial Personnel for the Financial Year 2024-25 i.e as on 31^st March 2025, their attendance at Board meetings & AGM and number of directorship, chairmanship/membership in committee across companies in which he/she is Director are as follow:

Committee includes Audit Committee and Stakeholders Grievances & Relationship Committee as provided in SEB1 (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.

NUMBER OF MEETING 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 requires 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 7 (Seven) Independent Directors in line with the Companies Act, 2013 during the year. A separate meeting of Independent Directors was held on March 31, 2025, 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 inputs 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 inputs 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, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 theyear ended March 31,2025 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.

A. 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 meeting is 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 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:

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 safe guards 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.

B. 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:

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.

C. 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:

D. 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:

E. 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:

F. 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:

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 31,2025.

SHARE CAPITAL.

The Paid-up Equity Share Capital as March 31, 2024 stood at Rs. 443.17 Lakhs. During the year under review, the company has offered, issued and allotted the securities as follows -

1. The company has allotted 73,000 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on April 23, 2024.

2. The company had allotted 1,70,000 warrants convertible into Equity Shares of Rs.10/- each of the Company, at a price of Rs. 250/- per Shares (Including premium of Rs. 240/- per Shares) on a preferential basis on May 03, 2024.

3. The company had allotted 2,43,000 warrants convertible into Equity Shares of Rs.10/- each of the Company, at a price of Rs. 250/- per Shares (Including premium of Rs. 240/- per Shares) on a preferential basis on May 09, 2024.

4. The Compensation Committee of the Company at its meeting held on July 4, 2024, approved the allotment of 15,000 Equity Shares having a face value of Rs. 10/- each fully paid-up of the Company to the grantees upon exercise of stock options under "RML Employee Stock Option Plan 2023” ("ESOP 2023”).

5. The company has allotted 55,500 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on July 15, 2024.

6. The company has allotted 20,000 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on July 18, 2024.

7. The company has allotted 52,000 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on October 07,2024.

8. The company had allotted 98,000 warrants convertible into Equity Shares of Rs.10/- each of the Company, at a price of Rs. 250/- per Shares (Including premium of Rs. 240/- per Shares) on a preferential basis on October 09, 2024.

9. The company had allotted 33,000 warrants convertible into Equity Shares of Rs.10/- each of the Company, at a price of Rs. 250/- per Shares (Including premium of Rs. 240/- per Shares) on a preferential basis on October 16, 2024.

10. The company has allotted 1,95,334 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on October 28, 2024.

11. The company has allotted 2,22,225 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on October 30, 2024.

12. The company has allotted 16000 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on November 11, 2024.

13. The company has allotted 1,15,109 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on January 30, 2025.

14. The company has allotted 1,11,112 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on January 31, 2025.

15. The company has allotted 1,11,111 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on February 12, 2025.

16. The company has allotted 1,11,111 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on February 18, 2025.

After the end of the financial year, the company has offered, issued and allotted the securities as follows:

17. The company had allotted 8000 warrants convertible into Equity Shares of Rs.10/- each of the Company, at a price of Rs. 100/- per Shares (Including premium of Rs. 90/- per Shares) on a preferential basis on June 11,2025.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has following Employee Stock Option Scheme in force, namely,

1. RML Employee Stock Option Plan 2023

2. RML Employee Stock Option Plan 11, 2023 (RML ESOP II - 2023)

3. Employee Stock Option Plan, 2024 (RML ESOP - 2024)

All the Scheme, are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("ESOP Regulations"), as amended from time to time.

The disclosures incompliance with Section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and ESOP Regulations, are available on the website of the Company at www.rosemerc.in.

The Certificate from Mr. Deepak Rane, 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 - D" to this Report, LOANS, GUARANTEES AND INVESTMENTS U/S 186 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 2024-25 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.

The Company has formulated a Policy on Related Party Transactions which is also available on Companys website at www.rosemerc.in.The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

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. On April 15, 2024, the Company approved to create, issue and grant not exceeding 7,00,000 (Seven Lakhs) Employee Stock Options (hereinafter referred to as the "Options"), in one or more tranches, during the Financial Year 2024-2025, which exceeds 1% of the issued share capital of the Company, to or for the benefit of Mr. Saurabh Chaudhary, Managing Director of Outcry Media Solutions Private Limited, Subsidiary of Rose Merc Limited.

2. On April 15, 2024, the Company approved to create, issue and grant not exceeding 51,000 (Fifty One Thousand) Employee Stock Options (hereinafter referred to as the "Options"), in one or more tranches, during the Financial Year 2024-2025, which exceeds 1% of the issued share capital of the Company, to or for the benefit of Ms. Arati Shah, Executive Director of ABACA Care Private Limited, Subsidiary of Rose Merc Limited

3. The Company has acquired 49% of the share capital of M/S. Jadhav Rose Merc Sports Private Limited.

4. The Company has acquired 50 % of the share capital of M/S. Bhaktiworld Media And Entertainment Private Limited.

5. The Company has acquired 50 % of the share capital of M/S. Parshuram Creative Craft Private Limited.

6. The Company has acquired 50 % of the share capital of M/S. Parshuram Rose Merc Private Limited .

7. The Company has acquired 50 % of the share capital of M/S. Rahi Pakhle RM Private Limited .

8. On May 10, 2024, M/S. Bhaktiworld Media And Entertainment Private Limited raised Rs.25 lakhs through a fresh equity issue at a ?50 crore valuation. As a result, Rose Mercs stake was slightly diluted from 50% to 49.75%.

9. The Company acquired 25% of the control by way of subscribing to share capital of new company to be incorporated under tbe name and style of M/S. Navi Mumbai Premier League Private Limited.

10. The Company acquired 49% of the control by way of subscribing to share capital of new company to be incorporated under the name and style of M/S. Kaale And Rose Merc Advisors Private Limited.

11. The Company acquired 35% of the control byway of subscribing to share capital of new company to be incorporated under tbe name and style of M/S. Esperer Event Management Private Limited.

12. On May 24, 2024, the Company approved to create, issue and grant notexceeding 4,61,000 (Four Lakh Sixty One Thousand) Employee Stock Options (hereinafter referred to as the "Options"), in one or more tranches, during the Financial Year 2024-2025, which exceeds 1% ofthe issued share capital of the Company, to or for the benefit of Ms. Harshee Anil Haria, Creative Head of Rose Merc Limited

13. On May 24, 2024, the Company approved to create, issue and grant notexceeding 9,22,000 (Nine Lakh Twenty Two Thousand) Employee Stock Options (hereinafter referred to as the "Options"), in one or more tranches, during the Financial Year 2024-2025, which exceeds 1% of the issued share capital of the Company, to or for the benefit of Mrs. Bijal Himanshu Gandhi, Creative Head Crafts division of Rose Merc Limited

14. On May 24, 2024, the Company approved to create, issue and grant not exceeding 4,61,000 (Four Lakh Sixty One Thousand) Employee Stock Options (hereinafter referred to as the "Options"), in one or more tranches, during the Financial Year 2024-2025, which exceeds 1% ofthe issued share capital of the Company, to or for the benefit of Mr. Dilip S Ambekar, Operations Head of Rose Merc Limite

15. The Compensation Committee ofthe Company at its meeting held on May 29,2024, granted 21,95,000 stock options to 5 (Five) Eligible Employees under the RML Employee Stock Option Plan II 2023 ("RMLESOP 11 2023").

16. The Compensation Committee of the Company at its meeting held on July 1, 2024, granted 10,000 stock options to 2 (Two) Eligible Employees under the RML Employee Stock Option Plan 11 2023 ("RMLESOP II 2023").

17. The Compensation Committee of the Company at its meeting held on July 4, 2024, approved the allotment of 15,000 (Fifteen 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 2023" ("ESOP 2023").

18. The Compensation Committee of the Company at its meeting held on August 14, 2024, granted 7.50.000 stock options to Mr. Purvesh Krishna Shelatkar, Executive Director under the RM L Employee Stock Option Plan II 2023 ("RML ESOP 11 2023").

19. The Compensation Committee of the Company at its meeting held on October 03, 2024, granted 7.50.000 (Seven Lakhs Fifty Thousand) stock options to 1 (One) Eligible Employee under the "RML Employee Stock Option Plan II 2023" ("RML ESOP II 2023”),(hereinafter referred to as the “Options”), in one or more tranches, to or for the benefit of such person(s) who are in the employment or service of the Company.

20. The Compensation Committee of the Company at its meeting held on October 11, 2024, approved 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, to or for the benefit of such person(s) as identified under the RML Employee Stock Option Plan, 2024.

21. The Compensation Committee of the Company at its meeting held on December 12, 2024, approved to create, issue and grant not exceeding 8,50,000 (Eight Lakh Fifty Thousand) Employee Stock Options (hereinafter referred to as the "Options"), in one or more tranches, to or for the benefit of such person(s) who are in the employment or service of the Company.

22. On 14 August, 2024, the company approve to create, issue, offer and allot 1,71,000 (One Lakh Seventy One Thousand) 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 and Fifty Only) per share (including premium of Rs.240/- (Rupees Two Hundred and Forty Only) per equity share) as determined by the Board.

23. On 29 August, 2024, the company approve to create, issue, offer and allot 2,60,000 (Two Lakh Sixty Thousand) 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 and Fifty Only) per share (including premium of Rs.240/- (Rupees Two Hundred and Forty Only) per equity share) as determined by the Board.

24. On 11 October, 2024, the company approve 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.

25. On 23 October, 2024, the company approve proposes to increase the Authorised Share Capital of the company. "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/- (RupeesTen Only) each ranking pari passu in all respect with the existing Equity Shares."

26. On 23 December, 2024, Rose Merc has signed a Share Subscription Agreement to acquire 30.07% of Emirates Holding FZ LLC (formerly Emirates Holding FZE) by subscribing to 43 shares. The target company has changed its name and increased the face value of its shares from AED 500 to AED 1,500.

27. On 14 January, 2025, NMPL raised Rs.91.31 lakhs through a preferential equity issue at a valuation of Rs.180 crore. As a result, Rose Mercs shareholding in NMPL has been slightly diluted from 25% to 24.87%.

28. On 03 February, 2025, Rose Merc subscribed to 46.67% equity in Outcry Media Solutions Private Limited by purchasing 8,752 partly paid shares at Rs.8,000 each, totaling Rs.7 crore. An initial 25% was paid in February 2024, and the remaining 75% has now been fully paid in response to Outcrys call. The acquisition is now complete.

29. On 25 February, 2025, Rose Merc subscribed to 4% equity in CapitalSquare Advisors Private Limited by purchasing 56,855 partly paid shares for Rs.10 crore. An initial 25% payment was made in January 2024, with the remaining 75% paid later in response to CapitalSquares call. The shares are now fully paid, and the acquisition is complete.

30. On March 13, 2025, Rose Merc agreed to invest in Abaca by subscribing to a 51% stake but with held final payment due to a pending statutory filing. As the regulatory deadline lapsed, Abaca forfeited the shares. Despite this. Rose Merc remains interested and plans to reinvest through a fresh issue of fully paid shares at a new valuation. Abaca remains a subsidiary due to board control.

31. On 31 March, 2025, the company approved to create, offer, issue and grant up to 5,00,000 (Five Lakh) Employee Stock Options ("Options") in one or more tranches during the financial year 2025-2026, to or for the benefit of Mr. Dilip Suresh Ambekar, Operations Head of the Company under the RML Employee Stock Option Plan 2024 ("RML ESOP - 2024”).

32. On 31 March, 2025, the company approved to create, offer and grant up to 15,00,000 (Fifteen Lakh) employee stock options ("Options”) in one or more tranches during the financial year 2025-2026, to or for the benefit of Ms. Eshwari Purvesh Shelatkar, Executive (Management) of the Company under the provisions of the RML Employee Stock Option Plan 2024 ("RML ESOP - 2024”).

33. On 31 March, 2025, the company approves the grant of not exceeding 5,00,000 (Five Lakh) Employee Stock Options ("Options”) to Ms. Harshee Anil Haria, Creative Head of the Company, in one or more tranches during the Financial Year 2025-2026 under the "RML Employee Stock Option Plan 2024" ("Plan").

34. On 31 March, 2025, the company approve to create, issue, and grant not exceeding 10,00,000 (Ten Lakh) Employee Stock Options (“Options”), in one or more tranches, during the Financial Year 20252026, which exceeds 1% of the issued share capital of the Company, to or for the benefit of Mrs. Vaishali Parkar Kumar, Whole-time Director & CFO of the Company under the provisions of the RML Employee Stock Option Plan 2024 ("RML ESOP - 2024”).

35. On 31 March, 2025, the company approve to create, issue and grant not exceeding 10,00,000 (Ten Lakh) Employee Stock Options (hereinafter referred to as the "Options"), in one or more tranches, during the Financial Year 2025-2026, which exceeds 1% of the issued share capital of the Company, to or for the benefit of Mrs. Bijal Himanshu Gandhi, Creative Head Crafts Division of Company under the provisions of the RML Employee Stock Option Plan 2024 (“RML ESOP - 2024”).

36. On 31 March, 2025, the company approve the grant of 2,00,000 (Two Lakh) employee stock options to Mr. Saurabh Sanjay Chaudhary, Managing Director of Outcry Media Solutions Private Limited, a subsidiary of the Company, under RML ESOP II 2023.

37. On 31 March, 2025, the company approve the grant of 5,000 (Five Thousand) employee stock options to Ms. Poonam Shriram Mali, Manager (Administrative) of the Company, under RML ESOP II 2023.

38. On 31 March, 2025, the company approve the grant of 5,000 (Five Thousand) employee stock options to Ms. Jasmine Jaffar Shaikh, (Digital Content and Marketing) of the Company, under RML ESOP II 2023.

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:

39. On 15 May, 2025, the company the granted of 5,00,000 (Five Lakhs) employee stock options to 1 (One) Eligible Employees under the "RML Employee Stock Option Plan 11 2023” ("RML ESOP 11 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”).

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

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 Company has the following Associate as on March 31,2025:

1. Bhakti World Radio Broadcasting Private Limited

Rose Merc holds 7.61% of the paid up share capital of the Company.

2. Capitalsquare Advisors Private Limited

Rose Merc holds 4% of the paid up share capital of the Company.

3. Lk Vet Care Private Limited

Rose Merc holds 50% of the paid up share capital of the Company.

4. Parshuram Creative Craft Private Limited

Rose Merc holds 50% of the paid up share capital of the Company.

5. Bhaktiworld Media And Entertainment Private Limited

Rose Merc holds 50% of the paid up share capital of the Company

6. Esperer Event Management Private Limited

Rose Merc holds 35% of the paid up share capital of the Company.

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.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries are available on the website of the Company www.rosemerc.in.

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 - B to this Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-7 is available on the website of the company i.e. www.rosemerc.in.

DISCLOSURE ABOUT CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 read with the Section 198 of the Companies Act, 2013, there is no CSR obligation for the year 2024-25.

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 the 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 (1C) 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:

Corporate Governance provisions under SEBI LODR Regulations have become applicable to Rose Merc Limited for the first time, as the Company has crossed the prescribed thresholds of paid-up equity share capital and net worth as on March 31, 2025. As per Regulation 15(2A), the Company has six months to comply. Rose Merc is currently aligning its practices to ensure compliance and will start submitting the Corporate Governance Report within the stipulated timeline.

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 2024-25 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 202425 is annexed to this report as an Annexure - C.

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 2024-25.

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 (ICS 1).

VARIATION OF FUNDS RAISED, IF ANY

During the financial year 2024-25, the Company has raised Rs. 23.15 Lakhs 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 utilised as on March 31, 2025 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 state 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 tli e 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.