Rose Merc Ltd

AGM Details

• AGM date/time: 10 September 2026 at 4:00 PM IST.
• Mode: Video Conferencing and Other Audio-Visual Means (VC/OAVM).
• Book closure: 4–10 September 2026.
• Record date for dividend: 3 September 2026.
• Notice provides remote e-voting facility for all resolutions.

Resolutions Put to Vote

• Ordinary: Adoption of standalone and consolidated financial statements.
• Ordinary: Final dividend of 0.35 per equity share.
• Ordinary: Re-appointment of Purvesh Krishna Shelatkar by rotation.
• Ordinary: Re-appointment of Omprakash Singh by rotation.
• Special: Appointment of M/s DGMS & Co as Statutory Auditors for five years.
• Special: Related Party Transactions with Emirates Holding FZ LLC up to Rs 20 crore.
• Special: Investments/loans/guarantees to subsidiaries up to Rs 20 crore.
• Special: Alter MOA to insert new main objects (financial advisory, etc.).

Voting Results

• Postal ballots show near-unanimous approval for key items; high consent observed.
• Resolutions with near-100% in-favour (e.g., RPTs, capital change, ESOP approvals).

Dividend

• Final dividend of Rs 0.35 per equity share; record date 3 September 2026; payable after AGM if approved.

Director & KMP Changes

• Resignations: Sonu Surjit Vasan (Independent) – 19-Apr-2025.
• Resignations: Sumant Bhargav Ghaisas (Independent) – 23-Jul-2025.
• Resignation: Kirti Chunilal Savla (MD) – 21-Jan-2026.
• Appointed: Eshwari Purvesh Shelatkar as Additional Executive Director – 20-Jan-2026; regularized 28-Feb-2026.
• Designation change: Vaishali Parkar Kumar to MD & CFO – 29-Jan-2026.
• Appointed: Santosh Sambhaji Gavade as Independent Director – 14-Jul-2026.

Auditor Appointments

• Current Statutory Auditor: BB Gusani & Associates.
• Proposed: M/s DGMS & Co. as Statutory Auditors for five years from the 42nd AGM.

Material Related Party Transactions

• Related party: Emirates Holding FZ LLC; aggregate loans to promoter up to Rs 20 crore; omnibus approval sought.

Other Material Approvals

• Alteration of MOA to insert Clause III(A)(9) for financial advisory and related services.
• Increase in authorised share capital from Rs 20 crore to Rs 25 crore.

Overview

• Annual Report FY2025-26 filed; consolidates financials and governance disclosures.

Financial snapshot

• Consolidated revenue Rs 8,883.66 Lakhs; EBITDA Rs 1,873.94; PAT after minority Rs 567.71.
• Revenue improved vs prior year; EBITDA margin 21.2%.

Dividend & capital actions

• Final dividend Rs 0.35 per equity share for FY26; AGM approval required.
• Authorised share capital increased to ₹25 crore (50 lakh shares); MOA amendment contemplated.

Strategic investments & partnerships

• Strategic stakes: Emirates FZ LLC 30.07%, Virtual Gain Technologies 30.01%.
• Additional investments: Vastavya Rose Merc 30%, Golden Eagle Rose Merc 30%.

Governance & board changes

• FY25-26 governance: multiple board/KMP changes; MD transition; post-year appointments.

Regulatory & audit

• DGMS & Co appointed statutory auditors for five years from 42nd AGM, subject to approval.

Capital raising & ESOP

• FY26 preferential issue raised Rs 4.18 crore; ESOP grants under 2023-26 with fair value.

Meeting Details

• Date of meeting: 17 August 2026; time not disclosed.
• Location: Registered Office, 15/B/4, New Sion CHS, Sion West, Mumbai.

Key Agenda Items

• To approve alteration of the Object Clause of the MOA.
• To approve the Notice of the 42nd AGM.
• Any other matter with the Chair's permission.

Other Notes

• No trading window closure period specified.

Financial results

• Unaudited standalone and consolidated results for quarter ended 30-06-2026 approved.

Dividend

• Final dividend of Rs 0.35 per equity share recommended (3.5% of face value).

Investments & related party transactions

• Investments/loans to subsidiary up to ₹20 crore approved, subject to shareholders' approval.
• Related party transactions with Emirates Holding FZ LLC up to ₹20 crore, subject to approval.

AGM & governance calendar

• 42nd AGM scheduled for 10 September 2026 at 04:00 PM IST via video conference.
• Record date 03 September 2026; books close 04-10 September 2026.

Directors reappointment

• Purvesh Krishna Shelatkar reappointed as Executive Director, subject to AGM approval.
• Omprakash Singh reappointed as Non-Executive Non-Independent Director, subject to AGM approval.

Governance & reporting

• Draft Directors' Report and Corporate Governance for FY2025-26 approved.

Auditors & evoting

• NSDL appointed as remote e-voting agency for AGM resolutions.
• CS Deepak Rane appointed Scrutinizer for evoting.
• M/s DGMS & Co. appointed Statutory Auditors for five years, subject to member approval.