Rose Merc. Ltd

To,

The Members of ROSE MERC LIMITED

Your directors have the pleasure in presenting the Fortieth Director's Report of your Company together with the Audited Financial Statement for the year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

(INR in Lakhs)

COMPANY'S FINANCIAL PERFORMANCE

In the financial year 2023-24, the Company has generated the revenue from sale of products and services. On a Consolidated basis, the revenue from operations of the Company is INR 528.73 Lakhs during the FY 2023-24, increased by 312.49% as compared to INR 128.18Lakhs in the previous year. The Operational profits of the Company, on Consolidated basis, is INR 43.47 Lakhs as compared to Operational loss of INR 15.77Lakhs in the previous year. On a Consolidated basis, the Company achieved Net Profit After Tax of INR 37.55 Lakhs, as compared to Net Loss After Tax of INR 15.50 lakhs in the previous year.

The revenue from operations on a standalone basis is INR 297.31 Lakhs during the FY 2023-24, increased by 131.95 % as compared to INR 128.18 Lakhs in the previous year. The Operational profits of the Company, on Standalone basis, is INR 16.52 Lakhs as compared to Operational loss of INR 15.77 Lakhs in

the previous year. On a Standalone basis, the Company achieved Net Profit After Tax of INR 19.03Lakhs, as compared to Net Loss After Tax of INR 15.50 lakhs in the previous year.

A detailed analysis on the Company's performance is included in the “Management's Discussion and Analysis Report”, which forms part of this Report.

CHANGE IN NATURE OF BUSINESS

During the year under review, company has amended the Memorandum of Association and altered its Object Clause to carry out various activities including the following:

1. to carry out detailed feasibility study for entering into the flight simulator business, which involves the development, manufacturing, and maintenance of training simulators used to certify and train commercial airline pilots. This business will cater to the needs of the aviation industry and contribute to the safe and efficient operation of commercial airlines; and

2. to carry on the business of managing sports leagues, teams and other sporting events and to establish sports academies, training centers, and development programs aimed at nurturing talent and fostering the growth of athletes, and other related activities, which will enable the company to enlarge the area of operations and carry on its business economically and efficiently.

DIVIDEND

The Company's Board has recommended a final dividend of Rs. 0.10/- per equity share (i.e. 1 %of the face value) of the face value of Rs. 10/- each for the financial year ended March 31, 2024.

This dividend, expected to result in pay-out of around Rs. 4,59,527, 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, September 30, 2024, 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. 144.06 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, 2024.

HOLDING/SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

The Company has the following Indian subsidiaries (including the step-down subsidiaries) as on March 31, 2024:

1. Abaca Care Private Limited*

2. Outcry Media Solutions Private Limited**

* The Company has entered into a Subscription Letter dated March 12, 2024 with Abaca Care Private Limited (‘Abaca') and its promoters for subscription to 10,408 equity shares of Abaca, representing 51% of the post issue share capital of Abaca and accordingly the Abaca has become a subsidiary of the Company w.e.f. March 12, 2024.

** The Company has entered into a Subscription Letter dated February 05, 2024, for subscription to 8,752 equity shares of Outcry Media Solutions Private Limited (“Outcry”), representing 46.67% of the post issue share capital of Outcry on a fully diluted basis. Additionally the Company has appointed three individuals viz. Vaishali Parkar Kumar, Purvesh Krishna Shelatkar and Adv. Shekhar Mennon on the Board of Directors of Outcry, constituting majority on the Board of Directors of Outcry. 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.

In compliance with Regulation 16(1)(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, 2024 comprises of 11 (Eleven) Directors out of which 1 (One) is Promoter - Executive Director, 3 (Three) are Executive Directors, 5 (Five) are Non-Promoter - Independent Directors and 2 (Two) are Non-promoter - Non-Executive Directors.

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-third of the of Directors are liable to retire by rotation, and one-third shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently Mr. Nooruddin Shaikh (DIN: 0990481), Whole Time Director is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of Members of the Company at the

ensuing Annual General Meeting. He is 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.

Mr. Kirti 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. Mr. Monil Kamleshbhai Shah resigned from the post of Company Secretary and Compliance Officer and Chief Financial Officer of the Company w.e.f. close of business hours on April 4,2023.

2. Ms. Mahashweta Pamnani was appointed as Company Secretary and Compliance officer of the Company w.e.f. April 6, 2023.

3. Mr. Anant More was appointed as Chief Financial Officer of the Company w.e.f. April 6, 2023.

4. On April 9, 2023, appointment Mr. Purvesh Krishna Shelatkar as an Independent Director of the Company to hold office for a period of five (5) consecutive years w.e.f January 25, 2023 was regularized.

5. On April 9, 2023, appointment of Mr. Sonu Surjit Vasan as Non-Executive Director of the Company, liable to retire by rotation, w.e.f January 25, 2023 was regularized.

6. On April 9, 2023, appointment of Mr. Vivek Parulkar, as Executive Director of the Company, liable to retire by rotation, w.e.f March 3, 2023 was regularized.

7. Mr. Avinash Sonawane was appointed as Additional Independent Director w.e.f April 13, 2023

8. Ms. Vaishali Parkar Kumar was appointed as Additional Non-executive Non-Independent Director w.e.f May 02, 2023

9. Mr. Uday Damodar Tardalkar was appointed as Additional Independent Director w.e.f June 19, 2023

10. Mr. Mr. Omprakash Brijnath Singh was appointed as Additional Independent Director w.e.f June 19, 2023

11. On August 3, 2023, the appointment of Ms. Vaishali Parkar Kumar as a Non-executive NonIndependent Director of the Company, liable to retire by rotation was regularized.

12. Additionally, on August 3, 2023, appointment of Mr. Avinash Sonawane as an Independent Director of the Company, not liable to retire by rotation, for term of five consecutive years w.e.f. April 13, 2023 to April 13, 2028 was regularized.

13. Additionally, on August 3, 2023, appointment of Mr. Omprakash Brijnath Singh as an Independent Director of the Company, not liable to retire by rotation, for term of five consecutive years w.e.f. June 19, 2023 to June 19, 2028 was regularized.

14. Additionally, on August 3, 2023, appointment of Mr. Uday Damodar Tardalkar as an Independent Director of the Company, not liable to retire by rotation, for term of five consecutive years w.e.f. June 19, 2023 to June 19, 2028 was regularized.

15. Ms. Mahashweta A Pamnani resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. August 11,2023.

16. Designation of Ms. Vaishali Parkar Kumar was changed from Non-Executive Director to Additional Executive director w.e.f October 16, 2023

17. Mrs. Purva Jhanwar was appointed as Company Secretary and Compliance officer of the Company w.e.f. November 2, 2023.

18. On December 1, 2023, Mr.Anant Balkrishna More resigned from his position as Chief Financial Officer (C.F.O.) w.e.f closure of working hours December 1, 2023 and further Ms. Vaishali Parkar Kumarw as appointed as Chief Financial Officer (C.F.O.)of the Company w.e.f December 2, 2023.

19. Designation of Ms. Vaishali Parkar Kumar was changed from Additional Executive Director and CFO to

Additional Executive Director designated as Whole time director and CFO w.e.f March 14, 2024

20. Designation of Mr. Omprakash Brijnath Singh was changed from Independent Director to Additional Non Executive Non-Independent Director w.e.f March 14, 2024

After the end of the financial year, the Directors were appointed, re-designated, re-appointed and

regularized as follows:

1. On April 15, 2024, Mr. Omprakash Brijnath Singh was re-designated, re-appointed and regularized from “Non-Executive - Independent Director” to “Non-Executive - Non-Independent Director” of the Company liable to retire by rotation,w.e.f. March14, 2024.

2. Additionally, on April 15, 2024, Ms. Vaishali Parkarwas re-designated and regularized from “Additional Executive Director and CFO” to “Executive Director designated as Wholetime director and CFO” of the Company liable to retire by rotation, for a period of 5 (five) years commencing from October 16, 2023 to October 15, 2028.

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. Appointment of Dr. Saroj Shrinivas Datar as “Additional Independent Director w.e.f April 19, 2024

6. On May 24, 2024, Mr. Purvesh Krishna Shelatkar was re-designated, re-appointed and regularized from “Non-Executive - Independent Director” to “Executive Director”designated as “Executive Chairman” of the Company liable to retire by rotation, for a period of 5 (Five) years commencing from April 19, 2024 to April 18, 2029.

7. Additionally on May 24, 2024, Mr. Sonu Surjit Vasan was re-designated, re-appointed and regularized from “Non-Executive Director” to “Non-Executive - Independent Director” of the Company, not liable to retire by rotation, to hold office for a period of five (5) consecutive years, w.e.f. April 19, 2024.

8. Additionally on May 24, 2024, Dr. Saroj Shrinivas Datar was appointed as Women Independent director of the Company, not liable to retire by rotation, to hold office for a period of 5 (Five) consecutive years, w.e.f. April 19, 2024.

9. Additionally on May 24, 2024, continuation of Mr. Sumant Bhargav Ghaisas as Independent Director of the Company, not liable to retire by rotation, for term of 5 (Five) consecutive years w.e.f. October 16, 2023 to October 15, 2028 was approved.

ROSE MERC LIMITED

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The table below provides the composition of the Board and Key Managerial Personnel for the Financial Year 2023-24 i.e as on 31^st March 2024, 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 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.

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 20 (Twenty) times-

1. April 06, 2023;

2. April 13, 2023;

3. May 02, 2023;

4. May 04, 2023;

5. May 29, 2023;

6. June 19, 2023;

7. July 07, 2023;

8. August 14, 2023;

9. October 16, 2023;

10. November 02, 2023;

11. November 10, 2023;

12. December 01, 2023;

13. January 11, 2024;

14. January 15, 2024;

15. February05, 2024;

16. February 08, 2024;

17. February 14, 2024;

18. March 05, 2024;

19. March 12, 2024;

20. March 14, 2024.

During the year, the Board of Directors has not passed any 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 14, 2024, 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, 2024, 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 the year ended March 31, 2024 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, 2013read 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 Committee was reconstituted and Mr. Nooruddin Shaikh was inducted as a member in place of Ms. Vaishali Parkar Kumar w.e.f. April 06, 2023.

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 behaviour, actual or suspected fraud or violation of Company's 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:

*The Committee was reconstituted and Mr. Sonu Surjit Vasan was inducted as a member in place of Ms. Vaishali Parkar Kumar w.e.f. April 13, 2023

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 Director's, Key Managerial Personnel and Senior Management Employee's 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. STAKEHOLDER'S GRIEVANCE & RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder's Grievance & Relationship Committee mainly to focus on the redressal of Shareholder's / Investor's 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:

*The Committee was reconstituted and Mr. Shekhar Mennon was inducted and nominated as the Chairman of the Committee in place of Ms. Pooja Shah w.e.f. April 13, 2023.

**The Committee was reconstituted and, Mr. Purvesh Krishna Shelatkar and Mr. Nooruddin Shaikh were inducted as members in place of Mr. Gopal Shah and Mr. Mayur Parikh w.e.f. April 13, 2023.

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, 2021to create, issue and grant Employee Stock Options.

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

*The Committee was reconstituted and Mr. Sonu Surjit Vasan was inducted as a member in place of Ms. Vaishali Parkar Kumar w.e.f. April 13, 2023.

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 thereunder. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2023.

SHARE CAPITAL:

The Paid-up Equity Share Capital as March 31, 2023 stood at Rs. 211.60 Lakhs. During the year under review, the company has offered, issued and allotted the securities as follows -

1. The company had allotted 7,00,000 fully paid equity shares (“Equity Shares”), of Face value of Rs. 10/- per share at Rs. 50/- per share (including premium of Rs.40/- per share) for consideration other than cash by way of a share swap on May 2, 2023.

2. The company had allotted 7,45,000 warrants convertible into Equity Shares of Rs.10/- each of the Company, at a price of Rs.50/- per Shares (Including premium of Rs.40/- per Shares) on a preferential basis on May 2, 2023.

3. The company has allotted 3,62,000 fully paid-up equity shares of the face value of Rs. 10/- each upon conversion of warrants on July 17, 2023.

4. The company has allotted 1,06,000 fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on August 19, 2023.

5. The company has allotted 1,76,000fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on August 23, 2023.

6. The company has allotted 5,14,000fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on September 25, 2023.

7. The company has allotted 1,45,000fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on November 07, 2023.

8. The company has allotted 12,500fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on November 22, 2023.

9. The company has allotted 80,000fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on December 12, 2023.

10. The company had allotted 2,60,000warrants 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 January 2, 2024.

11. The company has allotted 1,52,766fully paid-up equity shares of the face value of Rs.10/- each upon conversion of warrant on January 25, 2024.

12. The company had allotted 67,500 fully paid equity shares having face value of Rs. 10/- each fully paid- up of the Company to Non - Promoter Company on preferential basis at a price of Rs. 150/- per share including premium of Rs.140/- per share on February27, 2024.

13. The company had allotted 3,87,834warrants convertible into Equity Shares of Rs.10/- each of the Company, at a price of Rs. 150/- per Shares (Including premium of Rs. 140/- per Shares) on a preferential basis on March 6, 2024.

14. The company had allotted 4,01,702warrants convertible into Equity Shares of Rs.10/- each of the Company, at a price of Rs. 150/- per Shares (Including premium of Rs. 140/- per Shares) on a preferential basis on March 11, 2024.

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

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

16. The company had allotted 1,70,000warrants 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.

17. The company had allotted 2,43,000warrants 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.

18. 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”).

19. 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.

20. 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.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has 2 (two) Employee Stock Option Scheme in force, namely, “RML Employee Stock Option Plan 2023” (“ESOP 2023”)” and “RML Employee Stock Option Plan II 2023 (“RML ESOP II 2023”).”

Both the Schemes, ESOP 2023 and RML ESOP II 2023, are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“ESOP Regulations”), as amended from time to time.

The disclosures in compliance 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 Company's ESOP 2023 and RML ESOP II 2023has 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 202324 were in the ordinary course of business and on an arm's 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 Company's 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 Company's 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 9, 2023, the Company approved the increase in Authorised Share Capital of the Company from Rs.5,00,00,000/-(Rupees Five Crore Only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs.10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore Lacs)Equity Shares of Rs.10/- (Rupees Ten Only) each, by way of creation of additional 50,00,000 (Fifty Lacs) Equity Shares of Rs10/- (Rupees Ten Only) each ranking paripassu in all respect with the existing equity shares of the Company.

2. On April 9, 2023,the Company introduced the “RML Employee Stock Option Plan 2023”.

3. On April 9, 2023, the Company approved to create, issue and grant not exceeding 10,00,000 (Ten Lakhs) Employee Stock Options (hereinafter referred to as the “Options”), in one or more tranches, during the Financial Year 2023-2024, which exceeds 1% of the issued share capital of the Company, to or for the benefit of Mr. Vivek Parulkar, Executive Director of the Company.

4. The registered office of the Company is shifted fromOfficeNo:12, Priyadarshani Roj Bazar Soc., Sector- 10, Khanda Colony, New Panvel (West) Mumbai-410206Raigarh Maharastra.to Office no:15/B/4, New Sion CHS, Swami Vallabhdas Road, Opp SIES college, Behind DMart, Sion West, Mumbai 400022 Maharashtra.

5. The company has allotted 7,45,000 warrants convertible into Equity Shares of Rs.10/- each of the Company, at a price of Rs.50/- per Shares (Including premium of Rs.40/- per Shares) on a preferential basis on May 2, 2023.

6. The Compensation Committee of the Company at its meeting held on May 05, 2023,granted 10,15,000 stock options to 3 (Three) Eligible Employees under the RML Employee Stock Option Plan 2023 (“ESOP 2023”).

7. On August 3, 2023, the Company introduced the “RML Employee Stock Option Plan II 2023”.

8. On August 3, 2023, the Company 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, from time to time, under RML ESOP II 2023.

9. On August 3, 2023, the Company amended the Memorandum of Association of the Company to alter the Main Object Clause for adoption of new line(s) of business w.r.t. Event Management and Sports related event/ business.

10. Additionally the Company on, August 3, 2023, approved increase in Authorised Share Capital of the Company from Rs.10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs.10/- each toRs.15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs.10/- each, by way of creation of additional 50,00,000 Equity Shares ofRs10/- each ranking paripassu in all respect with the existing equity shares of the company.

11. On August 3, 2023, the Company amended the Articles of Association of the Company for the ease of doing businesses.

12. The Compensation Committee of the Company at its meeting held on October 23, 2023, granted 2,00,000 stock options to 6 Eligible Employees under the RML Employee Stock Option Plan II 2023 (“RML ESOP II 2023” ).

13. The company had allotted 2,60,000warrants 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 January 2, 2024.

14. The Share Purchase Agreement dated September 06, 2023 (“SPA”) executed between the Company, Abaca Care Private Limited and the shareholders of Abaca Care Private Limited, was terminated vide Termination Letter dated January 11, 2024due to certain technical commercial difficulties faced by the parties to the SPA, due to which the transactions contemplated under the SPA could not be completed as agreed between the parties.

15. The Company has executed a Subscription Letter dated January 11, 2024 (“Subscription Letter”) with Capital Square Advisors Private Limited and its promoters to record the terms and conditions of the proposed acquisition by the Company, by way of subscription to 56,855 equity shares of Capital Square, representing ~4% of fully diluted post issue share capital of Capital Square.

16. The Company entered into a Subscription Letter dated February 05, 2024, to record the terms and conditions of the subscription by the Company, to 8,752 equity shares of Outcry Media Solutions Private Limited(“Outcry”), representing46.67% of the post issue share capital of Outcry on a fully diluted basis. Additionally the Company has appointed three individuals viz. Vaishali Parkar Kumar, Purvesh Krishna Shelatkar and Adv. Shekhar Mennon on the Board of Directors of Outcry, constituting majority on the Board of Directors of Outcry. The Company controls the composition of the Board of Directors of Outcry, consequently the Outcry has become a subsidiary of the Company.

17. The Company has executed a Subscription Letter dated March 12, 2024 with Abaca Care Private Limited (“Abaca”) and its promoters to record the terms and conditions of the subscription by the Company, to 10,408 equity shares of Abaca, representing 51% of the post issue share capital of Abaca.

18. The Company entered into a Subscription Letter dated March 12, 2024 with LK Vet Care Private Limited (‘LK Vet Care') and its promoters to record the terms and conditions of the subscription by the

Company, to 10,101 equity shares of LK Vet Care, representing50% of the post issue share capital of LK Vet Care, consequently the LK Vet Care has become a subsidiary of the Company.

19. The Company entered into a Subscription Letter dated March 12, 2024 with Abaca Care Private Limited (‘Abaca') and its promoters to record the terms and conditions of the subscription by the Company, to 10,408equity shares of Abaca, representing 51% of the post issue share capital of Abaca, consequently the Abaca has become a subsidiary of the Company.

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:

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 on May 06, 2024.

4. Additionally, the Company also acquired 50 % of the share capital of M/S. Bhakti world Media And Entertainment Private Limited on May 06, 2024.

5. The Company has acquired 50 % of the share capital of M/S. Parshuram Creative Craft Private Limited on May 07, 2024.

6. Additionally, the Company also acquired 50 % of the share capital of M/S. Parshuram Rose Merc Private Limited on May 07, 2024.

7. Additionally, the Company also acquired 50 % of the share capital of M/S. Rahi Pakhle RM Private Limited on May 07, 2024.

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

9. 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.

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

11. 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% of the issued share capital of the Company, to or for the benefit of Ms. Harshee Anil Haria, Creative Head of Rose Merc Limited

12. On May 24, 2024, the Company approved to create, issue and grant not exceeding 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

13. 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% of the issued share capital of the Company, to or for the benefit of Mr. Dilip S Ambekar, Operation's Head of Rose Merc Limited

14. The Compensation Committee of the 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 (“RML ESOP II 2023” ).

15. 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 II 2023 (“RML ESOP II 2023” ).

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 COMPANY'S 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 Company's operations in future.

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

The Company has the following Indian subsidiaries as on March 31, 2024:

1. Abaca Care Private Limited *

2. Outcry Media Solutions Private Limited**

* The Company has entered into a Subscription Letter dated March 12, 2024 with Abaca Care Private Limited (‘Abaca') and its promoters for subscription to 10,408 equity shares of Abaca, representing 51% of the post issue share capital of Abaca and accordingly the Abaca has become a subsidiary of the Company w.e.f. March 12, 2024.

** The Company has entered into a Subscription Letter dated February 05, 2024, for subscription to 8,752 equity shares of Outcry Media Solutions Private Limited (“Outcry”), representing 46.67% of the post issue share capital of Outcry on a fully diluted basis. Additionally the Company has appointed three individuals

viz. Vaishali Parkar Kumar, Purvesh Krishna Shelatkar and Adv. Shekhar Mennon on the Board of Directors of Outcry, constituting majority on the Board of Directors of Outcry. 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.

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-1is 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-9 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 2023-24.

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 (IC) as required under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the committee's 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:

Your Company strives to incorporate the appropriate standards for corporate governance although the Company is not required to follow certain Regulations of Listing Regulations as the Company is fulfilling the exemption criteria provided in Regulation 15(2) of the Listing Regulation.

However, Company is complying with few of the exempted regulations voluntarily and details of same are provided in this report under the respective heading.

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 Auditor's Report for financial year 2023-24 on Standalone and Consolidated Financial Statements, is self-explanatory and does not contain any qualification, reservation or adverse remark. The Auditor's 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 2023-24 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 2023-24.

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.

The Secretarial Auditor has observed that the Company has not filed Declaration of Non-Applicability of Large Corporate Entity for Financial Year 2022-2023. The management would like to state that the company is seeking support from BSE on the same for making good the compliance.

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 2023-24, the Company has raised Rs. 629.27 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, 2024 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 alongwith 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.

For and on behalf of Board of Directors Rose Merc Limited

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Kirti Savla DIN: 02003878 Managing Director

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