Rose Merc Limited has executed a Shareholders Agreement to acquire a 30.01% stake in Virtual Gain Technologies Private Limited for an aggregate amount of ₹1,00,00,000. The agreement, dated June 01, 2026, records the inter se rights and obligations of the parties as shareholders of Virtual. Rose Merc will subscribe to 4,288 equity shares of Virtual, having a face value of ₹10 each, at an issue price of ₹2,332 per share.

This transaction follows a Subscription Agreement intimated to the stock exchanges on April 24, 2026. The acquisition grants Rose Merc significant rights, including the appointment of majority directors on the Board of Virtual, reserved matters requiring prior approval, and further funding and anti-dilution rights. Upon completion of the transaction, Amitkumar Singh, a promoter of Virtual, is proposed to be appointed as a director on the Board of Rose Merc.

The collaboration aims to enable Rose Merc to enter the fintech sector in India by leveraging Virtual's expertise as a technical service provider. The proposed business will include payment aggregation, payment switching solutions, and payout solutions. A prior Collaboration Agreement dated June 1, 2026, established a 50:50 revenue sharing arrangement between the entities.

The filing disclosed the turnover figures for both entities for the last three financial years.

The transaction is subject to the receipt of necessary authorisations, consents, and approvals from shareholders and concerned governmental or regulatory authorities in India.

Rose Merc Limited has signed a non-binding term sheet to acquire a 23.08% stake in ZCLUS India Limited for ₹18 crore, subject to regulatory approvals. The transaction involves the subscription of 3,000 equity shares at a price of ₹60,000 per share. This strategic move is intended to support Rose Merc's proposed fintech division and other technology support functions, pending necessary authorisations from shareholders and government authorities.

The acquisition targets ZCLUS India Limited, a wholly owned subsidiary of USA-based ZEST Consulting LLC. ZCLUS specializes in IT services, including SAP, Workday, Cloud, Data & AI, and Automation. The company operates as an ISO and HIPAA-certified entity with offshore offices in Mumbai and Hyderabad, serving global clients primarily in the USA.

Financial Performance of ZCLUS

ZCLUS has reported a provisional turnover of ₹25,18,43,026 for the financial year 2025-26. The company's turnover figures for the previous three financial years are detailed below:

Transaction Details

The consideration for the acquisition will be paid in cash. The transaction is not classified as a related party transaction, and the promoter group of Rose Merc holds no interest in ZCLUS. The completion of the acquisition is contingent upon the satisfactory completion of due diligence and the fulfilment of conditions precedent as outlined in the definitive agreements proposed to be executed between the parties.