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.

Rose merc Limited has successfully allotted 10,000 equity shares to employees under its Employee Stock Option Plan II, 2023. The Compensation Committee approved this allotment on January 28th, 2026, marking another milestone in the company's employee incentive program.

Share Allotment Details

The allotment comprises 10,000 equity shares with a face value of Rs. 10 each, fully paid-up. These shares were issued upon exercise of stock options under the "RML Employee Stock Option Plan II, 2023" (RML ESOP II - 2023).

Impact on Share Capital

Following this allotment, Rose Merc Limited's capital structure has been enhanced. The newly allotted shares rank pari-passu with existing equity shares in all respects.

ESOP Scheme Overview

The RML Employee Stock Option Plan II, 2023 demonstrates the company's commitment to employee participation in its growth. The scheme encompasses significant provisions for employee benefit and retention.

Key Scheme Features:

• Total Options Granted: 21,95,000 stock options to 5 eligible employees
• Vesting Period: 1 year from grant date
• Exercise Window: 4 years from vesting date
• Convertibility: Each option convertible into one fully paid-up equity share
• Administration: Managed by the Compensation Committee

Regulatory Compliance

The allotment was conducted in full compliance with regulatory requirements. The company filed necessary disclosures under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The scheme filing with BSE was completed on August 11th, 2023, ensuring all procedural requirements were met before the option exercise. The newly issued shares carry no lock-in restrictions and will be available for trading immediately upon listing.