Om Pramila Stocks Private Limited has disclosed a substantial acquisition of equity shares in rose merc Limited through preferential allotment, as per regulatory requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Acquisition Details

The Jaipur-based investment company acquired 1,11,111 equity shares of Rose Merc Limited on February 11, 2026, through preferential allotment. The acquisition represents 1.95% of the total share capital and 1.78% of the total diluted share capital of the target company.

Shareholding Pattern Changes

Prior to this acquisition, Om Pramila Stocks Private Limited held 5,00,000 equity shares, representing 8.78% of the total share capital and 8.00% of the total diluted share capital. Following the acquisition, the company's total shareholding increased to 6,11,111 equity shares.

Company Information

Rose Merc Limited's equity shares are listed on BSE Limited under script code 512115. The company's current equity share capital stands at ₹5,69,32,680, divided into 56,93,268 equity shares of ₹10 each. The total diluted share capital is ₹6,25,38,240, comprising 62,53,824 equity shares of ₹10 each.

Regulatory Compliance

Om Pramila Stocks Private Limited, incorporated under CIN U67120RJ2009OTC030108, filed the disclosure with BSE Limited on February 12, 2026, in compliance with Regulation 29(2) of SEBI regulations. The company confirmed it does not belong to the promoter or promoter group of Rose Merc Limited. The disclosure indicates no encumbrances, voting rights other than equity shares, or convertible securities were involved in this transaction.

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.