Rose Merc Limited has announced a comprehensive postal ballot notice dated January 29, 2026, seeking shareholder approval for several significant corporate actions through electronic voting. The company has engaged MUFG Intime India Private Limited to facilitate the remote e-voting process, demonstrating its commitment to modern corporate governance practices.

E-Voting Schedule and Process

The remote e-voting facility will be available to shareholders for a comprehensive period to ensure maximum participation:

The postal ballot notice has been sent electronically to members whose email addresses are registered with their depository participants or the company's Registrar and Transfer Agent, with names recorded in the Register of Members as on the cut-off date.

Employee Stock Option Plan Proposal

A major component of the postal ballot involves the approval of the RML Employee Stock Option Plan 2024 (RML ESOP-2024). The plan seeks to create, issue and grant up to 10,00,000 employee stock options during Financial Year 2025-2026.

Key ESOP Features:

The primary beneficiary identified is Ms. Qazi Gulshan Banu, Vice President at Emirates Holding FZ LLC, who may receive the maximum extent of 10,00,000 employee stock options. The plan includes provisions for fair adjustments in case of corporate actions such as rights issues, bonus issues, or changes in capital structure.

Convertible Warrants Issuance

The company proposes to issue 39,05,690 convertible warrants on a preferential basis to 26 allottees, including both promoters and non-promoters. Each warrant will be convertible into one equity share of face value Rs. 10.00.

Major Warrant Allottees:

Warrant holders must pay 25% of the issue price upfront, with the balance due upon conversion within 18 months from allotment date. The relevant date for floor price calculation has been determined as January 29, 2026.

Fund Utilization and Corporate Actions

The company has outlined specific utilization of funds raised through the preferential issue:

Additionally, the postal ballot includes proposals for ratifying loans advanced by Emirates Holding FZ LLC to its promoter Mohammed Hanif Shaikh, aggregating to Rs. 9,15,86,040, and approving future loans up to Rs. 20,00,00,000.

Board Appointments and Corporate Governance

The ballot also seeks approval for the appointment of Ms. Eshwari Purvesh Shelatkar as Executive Director. Born on January 14, 2007, she brings leadership experience across multiple sectors including fashion, spiritual tourism, and sports. She currently holds directorships in six other companies within the group and owns 32,954 shares in the company.

The comprehensive nature of this postal ballot reflects Rose Merc Limited's strategic expansion plans and commitment to strengthening its corporate structure through proper shareholder approval processes.

Rose Merc Limited's board of directors convened on January 29, 2026, to approve a comprehensive set of corporate actions aimed at strengthening the company's capital structure and operational capabilities. The meeting, which lasted from 4:00 p.m. to 4:40 p.m., addressed multiple strategic initiatives including capital expansion, leadership changes, and significant investments.

Capital Structure Enhancement

The board approved a substantial increase in the company's authorised share capital from ₹20 crore to ₹25 crore, subject to shareholder approval through postal ballot. This expansion will restructure the capital base to 2,50,00,000 equity shares of ₹10 each, providing greater financial flexibility for future growth initiatives.

Equity Warrant Issuance

The company approved the issuance of 41,111 equity warrants through preferential allotment at ₹90 per share, including a premium of ₹80 per share. The total consideration for this issuance amounts to ₹36,99,990, with warrants convertible into equivalent equity shares within 18 months of allotment.

Leadership Transition

Based on the Nomination and Remuneration Committee's recommendation, the board approved the designation change of Ms. Vaishali Parkar Kumar from Whole-time Director & CFO to Managing Director & CFO, effective January 29, 2026. Her tenure extends until October 15, 2028, subject to shareholder approval. Ms. Kumar brings over 18 years of experience in investments and equity research, holding a master's degree in finance from Mumbai University.

Strategic Investments

The board sanctioned two significant financial commitments. An inter-corporate loan of ₹5,00,00,000 was approved for the board-controlled subsidiary, Navi Mumbai Premier League Private Limited, where the company holds a 25% stake. Additionally, the board approved ₹8 crore for acquiring approximately 1.20 hectares of land at Lohgad, Lonavala. Combined with previous property investments approved on January 23, the company's total property investment portfolio reaches approximately ₹9.30 crore.

Regulatory Compliance

The board appointed Deepak Rane (M. No. 24110 CP 8717), a practicing Company Secretary, as scrutinizer for the remote e-voting process and postal ballot procedures. The company also approved alterations to the Object Clause of the Memorandum of Association, shifting the existing Main Object Clause 5 to Other Object Clause 1, while promoting the current Other Object Clause 1 to Main Object Clause 5, focusing on real estate and property development activities.