Rose Merc Limited has executed the fourth amendment to its share subscription agreement regarding the acquisition of a 30.07% stake in Emirates Holding FZ LLC. The agreement was signed on May 20, 2026, to modify specific payment terms associated with the subscription amount for the acquisition.

The primary purpose of the fourth amendment is to extend the payment period and revise the number of tranches and the manner in which the subscription amount will be paid. This follows previous intimations to the stock exchange regarding the initial share subscription agreement dated December 22, 2024, and subsequent amendments.

The transaction involves a total agreement size of AED 10,869,540. The issue price for the shares has been set at AED 252,780 per share, based on the post-issue valuation of Emirates Holding FZ LLC. The payment of the subscription amount is structured in tranches, subject to the terms outlined in the original agreement and its amendments.

Key Details of the Agreement

The following table outlines the significant particulars of the fourth amendment agreement:

Governance and Control

As a result of the acquisition, Rose Merc holds 30.07% of the post-issue share capital of Emirates Holding FZ LLC. The company has nominated and appointed the majority of directors on the board of Emirates, thereby making it a board-controlled subsidiary of Rose Merc.

The transaction has been confirmed as a related party transaction undertaken on an arm's length basis. Rose Merc has appointed Mr. Purvesh Shelatkar and Ms Vaishali Parkar as its nominee directors on the Board of Emirates Holding FZ LLC.

Rose Merc Limited has announced its audited standalone and consolidated financial results for the quarter and financial year ended March 31, 2026. The Board of Directors approved the results during a meeting held on Monday, May 18, 2026, at the company's registered office in Mumbai. The statutory auditors, M/s. B.B. Gusani & Associates, issued an unmodified opinion on the financial statements.

Financial Performance

For the financial year ended March 31, 2026, the company reported a standalone net profit of ₹35.28 lakh, an increase from ₹19.55 lakh in the previous year. Total income rose to ₹619.16 lakh from ₹319.51 lakh in FY25. On a consolidated basis, the net profit for the year stood at ₹567.71 lakh, compared to a loss of ₹55.96 lakh in the prior year. Consolidated total income increased to ₹8,883.66 lakh from ₹7,909.05 lakh.

Board Decisions

In addition to the financial results, the board approved the forfeiture of 25,000 lapsed warrants due to non-exercise of the conversion option. The total amount forfeited was ₹15.62 lakh, representing 25% of the total consideration received at allotment. The warrant holders included Promod Govind Agare, Shailesh Pethe, and Shibani Neelesh Joshi.

The board also approved the re-appointment of M/s. Lunawat & Co., Chartered Accountants, as Internal Auditors for the financial year 2026-27 based on the Audit Committee's recommendation. Furthermore, the company proposed entering into a collaboration with Virtual Gain Technologies Private Limited to establish a fintech business division, subject to necessary approvals.

Trading Window Closure

Pursuant to SEBI regulations, the trading window for dealing in the company's securities remains closed for designated persons, including employees and directors. The closure period is effective from April 1, 2026, through May 20, 2026, inclusive, to prevent trading based on unpublished price-sensitive information.