Rose Merc Limited has scheduled its 42nd Annual General Meeting (AGM) for Thursday, September 10, 2026, at 4:00 pm (IST). 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 and approvals for significant 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. The existing statutory auditors’ term expires at the conclusion of the ensuing meeting.

Related Party Transactions and Subsidiary Funding

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. This authorization aims to provide flexibility for meeting the working capital and expansion requirements of the group’s subsidiaries efficiently.

Alteration of Memorandum of Association

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. This strategic shift aims to diversify the Company’s revenue streams into advisory services.

Ordinary Business and Dividend

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.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE649C01012/39bfd8cd-ac8a-4cb1-8671-fb6c4d87123b.pdf

Rose Merc Limited has obtained Board approval to alter the Object Clause of its Memorandum of Association (MoA) to expand into financial, management, and business advisory services. The decision was taken during a meeting held on Monday, August 17, 2026, at the company’s registered office in Mumbai.

The proposed amendment allows the company to offer consultancy services including advising on finance, accounting, budgeting, and capital structure. It also permits the firm to act as an advisor on mergers, acquisitions, investment planning, and the sale or restructuring of businesses. Additionally, the new clause enables Rose Merc to arrange sources of finance such as working capital, term finance, project finance, and private equity.

Key Resolutions

The Board transacted the following businesses during the meeting:

• Alteration of MoA: Approved the insertion of new Clause III(A)(9) to the Main Objects of the Memorandum of Association. This change is subject to approval by the members of the company.
• AGM Notice: Approved the notice for the 42nd Annual General Meeting (AGM).

The company stated that the copy of the Notice of the 42nd AGM and the Annual Report for the financial year 2025-26 will be submitted to the exchange once sent to shareholders via email registered with the company or depositories.

Details of MoA Alteration

The specific details of the proposed amendment are outlined below:

The Board meeting commenced at 4:00 pm and concluded at 4:30 pm. The intimation was signed by Vaishali Parkar Kumar, Managing Director, in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.