Transaction Details

The company has signed a non-binding term sheet to record the board terms for the proposed acquisition of 23.08% of the post-issued share capital of ZCLUS India Limited. The acquisition will be executed by way of subscription to 3,000 equity shares of ZCLUS, with a face value of ₹10 each, for an aggregate amount of ₹18,00,00,000 (₹18 crore).

Target Company Information

Name: ZCLUS (India) Limited

ZCLUS is a subsidiary of Zest Consulting LLC, a USA-based company located in Pleasanton, California. The company specializes in ERP services (SAP), digital transformation, RPA, and talent acquisition. ZCLUS operates as an ISO and HIPAA certified company with significant offshore offices in Mumbai and Hyderabad, serving global clients, particularly in the USA.

Financial Performance of ZCLUS

Turnover for the last three years:

  • FY 2022-23: ₹21,01,50,400
  • FY 2023-24: ₹18,71,52,150
  • FY 2024-25: ₹19,55,24,420
  • FY 2025-26 (Provisional): ₹25,18,43,026

Transaction Specifics

Percentage of Shareholding: 23.08% of post-issued share capital on a fully diluted basis

Consideration Type: Cash consideration of ₹18,00,00,000

Price per Share: ₹60,000 per share

Number of Shares: 3,000 equity shares

Industry: IT Services

Strategic Rationale

The acquisition would enable Rose Merc to facilitate the achievement of its strategic objectives of supporting its proposed fintech division and other tech support.

Conditions and Approvals

The transaction is subject to:

  • Satisfactory completion of due diligence of ZCLUS
  • Fulfillment of other conditions precedent
  • Receipt of all necessary authorizations, consents and approvals
  • Shareholder approval
  • Relevant governmental and regulatory authorities approvals in India

The parties will complete the proposed transaction within the time period agreed under the definitive agreements proposed to be executed.

Related Party Status

This is not a related party transaction. The Promoter/Promoter Group/Group Companies of Rose Merc Limited do not have any interest in ZCLUS.

Additional Information

Date of Incorporation of ZCLUS: July 9, 2016

Country of Operation: India

No governmental or regulatory approvals required for the acquisition