Collaboration Agreement Details

Parties Involved

  • Rose Merc Limited ("Rose Merc")
  • Virtual Gain Technologies Private Limited ("Virtual")
  • Amitkumar Singh and Niti Trivedi (collectively the "Promoters")

Agreement Scope and Terms

The Collaboration Agreement was signed to record terms of a proposed collaboration between Rose Merc and Virtual in relation to the development and operations of the fintech business division of Rose Merc.

Key Terms

  • Revenue Sharing: 50:50 revenue sharing arrangement between Rose Merc and Virtual
  • Geographic Scope: Domestic (India)
  • Business Purpose: To enable Rose Merc to avail technology and technical services from Virtual for development and operation of fintech business
  • Management Arrangement: Amitkumar Singh (promoter of Virtual) will be appointed as a director on the Board of Rose Merc and as chief operations officer of the proposed fintech division

Conditions Precedent

The collaboration is subject to receipt of:

  • Authorizations, consents and approvals from Rose Merc's shareholders
  • Approvals from concerned Governmental/regulatory authorities in India
  • Necessary authorizations for Rose Merc to undertake fintech business

Rose Merc proposes to obtain all necessary authorizations in due course.

Related Party Transaction Implications

Upon acquisition of 30.01% shareholding in Virtual by Rose Merc and appointment of majority directors by Rose Merc on Virtual's board, the Collaboration will become a related party transaction.

Financial Information

Rose Merc Limited Turnover (Last 3 Years)

  • 2023-24: ₹3,18,03,000
  • 2024-25: ₹3,19,51,000
  • 2025-26: ₹6,19,16,000

Virtual Gain Technologies Private Limited Turnover (Last 3 Years)

  • 2023-24: ₹64,62,816
  • 2024-25: ₹98,87,703
  • 2025-26: ₹1,23,75,226

Business Rationale

Rose Merc proposes to establish and develop a fintech division to undertake fintech business comprising payment aggregation, payment switching solutions and payout solutions. The collaboration with Virtual is intended to leverage Virtual's expertise as a fintech-related technical service provider to achieve Rose Merc's goals of entering the Indian fintech sector.