Rose Merc Limited received a fine of ₹2,14,760 from BSE Limited for non-compliance with SEBI Listing Regulations regarding the constitution of its Nomination and Remuneration Committee.

The exchange imposed the penalty on August 25, 2026, citing violations under Regulation 19(1) and 19(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The breach pertains to the quarter ended June 30, 2026.

Penalty Breakdown

The total fine comprises a basic penalty plus applicable Goods and Services Tax (GST). The company must remit the amount within 15 days of the communication date to avoid further action, including potential freezing of promoter shareholding.

Corporate Response

Rose Merc Limited disclosed the matter under Regulation 30 of the SEBI LODR Regulations on August 26, 2026. The company stated that the fine is not expected to have a material impact on its financial or operational activities.

Management confirmed it will take appropriate steps to ensure compliance with the applicable provisions. The issue will be placed before the Board of Directors at its ensuing meeting for review and necessary approvals.

Rose Merc Limited has scheduled its 42nd Annual General Meeting (AGM) for Thursday, September 10, 2026, at 4:00 pm. The meeting will be conducted through Video Conferencing and Other Audio-visual Means (VC/OAVM) in compliance with Ministry of Corporate Affairs circulars. Shareholders will vote on several key resolutions, including the appointment of new statutory auditors, approvals for significant related-party transactions, and the adoption of financial statements for FY26.

Auditor Appointment and Related-Party Transactions

The Board of Directors proposes the appointment of M/s. D G M S & Co., Chartered Accountants (Firm Registration No. 112187W), as the Company’s statutory auditors. This appointment follows the recommendation of the Audit Committee and covers a term of five consecutive years, from the conclusion of the 42nd AGM until the conclusion of the 47th AGM.

A significant portion of the special business agenda involves financial support for subsidiaries. Shareholders are asked to approve material related-party transactions where Emirates Holding FZ LLC, a board-controlled subsidiary, may advance loans to its promoter, Mr. Mohammed Hanif Shaikh. The aggregate limit for these loans is capped at ₹20 crore. The explanatory statement clarifies that these funds will be sourced entirely from Emirates Holding FZ LLC’s business income and internal accruals, with no funding provided by Rose Merc Limited from its own resources.

Additionally, the Board seeks an omnibus approval under Section 186 of the Companies Act, 2013, to provide investments, loans, guarantees, or securities to subsidiary companies. The collective limit for all such transactions across all subsidiaries is set at ₹20 crore at any point in time.

Strategic Expansion and Dividend

The AGM will also consider a special resolution to alter the Main Objects Clause of the Memorandum of Association. The proposed amendment inserts a new clause authorizing the Company to carry on financial, management, and business advisory and consultancy services. This includes advising on mergers, acquisitions, capital structure, and investment planning, as well as arranging sources of finance such as private equity and debt syndication.

Under ordinary business, shareholders will receive, consider, and adopt the audited standalone and consolidated financial statements for FY26. The Board recommends a final dividend of ₹0.35 per equity share (face value ₹10), representing a 3.5% payout. The record date for determining dividend eligibility is fixed for Thursday, September 3, 2026. Mr. Purvesh Krishna Shelatkar and Mr. Omprakash Singh retire by rotation and offer themselves for re-appointment.

E-Voting and Book Closure

In compliance with SEBI Listing Regulations and MCA circulars, the Company has engaged National Securities Depository Limited (NSDL) for providing the remote e-voting platform. Remote e-voting shall commence on Monday, September 7, 2026, at 9:00 am and end on Wednesday, September 9, 2026, at 5:00 pm. The cut-off date for determining eligibility of Members for voting is Thursday, September 3, 2026.

The Register of Members and Share Transfer Books will remain closed from Friday, September 4, 2026, to Thursday, September 10, 2026 (both days inclusive), for the purpose of the AGM and for ascertaining entitlement to the final dividend. Members who have not registered their e-mail IDs are requested to do so with their respective Depository Participants or the Registrar and Transfer Agent, Link Intime India Private Limited.