Submission of Notice of Postal Ballot of Rose Merc Limited dated January 29, 2026.
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Rose Merc Limited has issued a Postal Ballot Notice dated January 29, 2026, seeking shareholder approval through remote e-voting (NSDL platform) between January 30, 2026 and February 28, 2026. The eight resolutions include: (1) regularising Ms. Eshwari Purvesh Shelatkar as Executive Director; (2) increasing authorised share capital from Rs. 20 crore to Rs. 25 crore by creating 50 lakh additional equity shares; (3) ratifying related-party loans of Rs. 9.16 crore and approving future loans up to Rs. 20 crore by subsidiary Emirates Holding FZ LLC to the promoter; (4) approving an inter-corporate loan of up to Rs. 8 crore at 9% per annum to related party Navi Mumbai Premier League Private Limited (NMPL); (5) redesignating Ms. Vaishali Parkar Kumar from Executive Director & CFO to Managing Director & CFO; (6) altering the Object Clause of the MOA; (7) granting 10 lakh ESOP options (exceeding 1% of issued capital) to Ms. Qazi Gulshan Banu, VP at Emirates Holding FZ LLC; and (8) issuing 39,05,690 convertible warrants on preferential basis at Rs. 90 per share (aggregating Rs. 35.15 crore) to 26 promoter and non-promoter allottees, convertible within 18 months.
Multiple capital-structure and governance changes are being pushed through, including a 25% hike in authorised capital, a Rs. 35+ crore preferential warrant issue, and ESOP grants exceeding 1% of capital — likely leading to dilution if warrants are converted. Approval of large related-party loans to subsidiaries and the promoter-linked entity, plus the Managing Director elevation, signal tighter insider control and capital deployment to group entities.