Rose Merc Approves ₹81.55 Cr Preferential Issue, Board Appointments

The Board approved, subject to shareholder approval via Postal Ballot:

3,00,000 Equity Shares of face value ₹10 each at ₹90 per share (including premium of ₹80 per share) to non-promoters for cash consideration
6,06,111 Warrants convertible into equivalent equity shares at ₹90 per share (including premium of ₹80 per share) to non-promoters for cash consideration
Total potential fundraising: Up to ₹81.55 crore (9,06,111 securities × ₹90)

Investor Details:

Equity Shares: Zclus (India) Limited (3,00,000 shares, Non-Promoter category)
Convertible Warrants:
Bhupendra Ramashrya Lal Sinha: 50,000 warrants
Pramod Govind Agare: 5,000 warrants
Aryan Arunkumar Hegde: 29,165 warrants
Ankit Malik: 24,000 warrants
Sunil Malik: 5,169 warrants
Julee Hitesh Rathod: 15,111 warrants
Ramawatar Babulal Jajodia: 1,61,000 warrants
Amitkumar Yogendra Singh: 1,50,000 warrants
Niti Trivedi: 1,50,000 warrants
Barot Ajaykumar Kanubhai: 16,666 warrants

Warrant Conversion Terms:

Tenure: 18 months from date of allotment
25% consideration payable on allotment, balance 75% payable at time of conversion
Unconverted warrants lapse after 18 months with forfeiture of initial 25% payment

The Board approved alteration of Object Clause subject to shareholder approval:

Deletion of existing Clause III(A)(6) and (7) related to water processing equipment and power generation businesses
Insertion of new clauses for fintech business:
Clause 4: Payment Aggregator business (subject to RBI authorization under Payment and Settlement Systems Act, 2007)
Clause 5: Prepaid Payment Instruments issuance business (subject to RBI approval)
Clause 6: Electronic transaction processing and payment gateway services
Amendment of incidental objects clauses including borrowing powers subject to RBI directives

Mr. Amitkumar Yogendra Singh (DIN: 07211331) appointed as Additional Director designated as Executive Director and COO of New FinTech Business Segment from July 14, 2026 to July 13, 2031 (subject to shareholder approval)
Mr. Santosh Sambhaji Gavade (DIN: 10591572) appointed as Additional Director designated as Independent Director from July 14, 2026 to July 13, 2031 (subject to shareholder approval)

Approved loan of ₹10,00,00,000 (Ten Crores) to board-controlled subsidiary Virtual Gain Technologies Private Limited
Company holds 30.01% stake in the subsidiary
Transaction classified as related party transaction but conducted at arm's length basis
Nature: Unsecured loan
Security: Nil
Outstanding amount as on date: Nil

Approved grant of 3,50,000 employee stock options under RML Employee Stock Options Plan 2023 to Mr. Jaymin Bipinchandra Patel, Senior Vice President–Marketing
Grant exceeds 1% of paid-up equity share capital of the Company
Issue price to be determined by Compensation Committee on grant date

Appointment of Deepak Rane (M. No. 24110 CP 8717), Practicing Company Secretary as Scrutinizer for remote e-Voting process