Save: a SaaS-based platform and a mobile application
to offer expense management solution for businesses
facilitating digitised employee reimbursements and
tax benefits.

Zoyer: an integrated data driven, SaaS invoice to pay
platform with embedded automated finance capabilities.

During the year under review, the Company has delivered
robust growth across all segments.

Emerging Products

The Company has introduced BROME (Branch Recurring
Operating Monthly Expense), a new capability within our
Zoyer product. This solution enables corporates and
retail brands to seamlessly manage branch and store-
level expenses through secure payments, automated
compliance checks, and real-time insights, ensuring
greater efficiency and financial control. BROME is
already seeing strong early adoption across healthcare,
diagnostics, quick commerce dark stores, logistics and
financial services, and we are confident it will become a
key driver of revenue growth.

On the Fleet Management Solution, the Company’s
strategic partnership with AGP City Gas, combined with
a strong product launch demonstrating early adoption,
positions us well to capture opportunities in the fleet
market. Moreover, the contract with Gujarat Gas Limited
expands our market access and strengthens revenue
potential, allowing us to accelerate growth through these
key client wins.

Corporates and Users added

The Company catered to 3,455 Customers in Financial
Year 2024-2025 compared to 3,016 customers in
financial year 2023-24. The number of users grew to 3.28
Mn in Financial Year 2024-25 from 2.73 Mn in previous
financial year 2023-24.

Banking and Network Partnerships

HDFC Bank partnership has come in as a major addition
to the list of the Company’s partner banks. Under this
collaboration, HDFC credit cards will be integrated with
the Company’s software, expense management solutions,
employee benefits, and the Zoyer platform, and offered
to HDFC’s corporate clients.

Additionally, the Company has been empanelled with
Bank of India to co-develop use cases across domestic
prepaid, forex prepaid, and commercial cards, as well as
digital onboarding journeys.

The Company further strengthened its collaboration with

Mastercard to promote its software and card solutions to
corporate corporates and banks.

Business Partnerships

The Company has onboarded WSFX as a strategic referral
partner for Forex Cards, further strengthening its market
presence and expanding its capabilities in cross-border
payment solutions.

The Company has entered into a strategic partnership
with GIFT City, where it is launching a co-branded prepaid
citizen card designed to streamline payments and deliver
seamless user experience across a range of services
within the city. The Company entered into a strategic
partnership with Skydo Technologies to facilitate cross¬
border payments for export businesses of our customers.

The Company has partnered with travel management
companies including Hummingbird, FCM and TBO Paxes
to enhance global and corporate travel experiences
by integrating their travel management expertise with
our AI-driven expense solution, enabling seamless
travel booking, payment, reconciliation, and direct
expense filing.

The Company has partnered with Redington Limited
(device manufacturer for Google devices) for its Smart
Employee Purchase Programme within the employee
benefits offering.

The Company has also signed a referral partnership
with Fibe (Previously Early Salary) for hosting loans
on Zaggle app

Marquee Clients

During the financial year 2024- 25, Company has signed
multiple Marquee clients including PNB MetLife India
Insurance Co. Ltd, Indus Tower Limited, Tech Mahindra
Limited, Siemens Limited, PhysicsWallah Limited, Wonder
Home Finance Limited, Innovative Retail Concepts Private
Limited, Supermarket Grocery Supplies Private Limited
(Big Basket), Honasa Consumer Limited (Mamaearth),
Forbes Marshal Private Limited, Blink Commerce Private
Limited (Blinkit), Can Fin Homes Limited, Mumbai Metro
One Private Limited, Hitachi India Private Limited,
Mahindra First Choice Wheels Limited, Kiranakart
Technologies Private Limited (Zepto), HDFC Ergo General
Insurance Company Limited, Blue Star Limited, etc.

3. DIVIDEND

The Board of Directors of the Company after considering
various factors, business strategies and investment
requirements for growth plan, decided to conserve funds
to maximize the Shareholders wealth on the long run and

hence did not recommend any dividend for the Financial
Year 2024-25.

The Company has formulated and adopted a Dividend
Distribution Policy in terms of Regulation 43A of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, which set out parameters and circumstances that
will be taken into account by the Board while determining
the distribution of dividend to the shareholders for
bringing transparency in the matter of declaration of
dividend and to protect the interest of shareholders.
The Policy is available on the website of the Company
at https://ir.zaggle.in/wp-content/uploads/2023/12/
dividend-distribution-policy.pdf.

4. TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amount to the reserves of the Company.

5. INITIAL PUBLIC OFFERING (IPO) and QUALIFIED
INSTITUTION PLACEMENT (QIP)

A) IPO:

During the financial year 2023-24, the Company
made an IPO of 3,43,52,255 equity shares of
face value of H 1/- each of the Company for cash
at a price of H164/- per equity share, including a
premium of H163/- per equity share aggregating to
H 5,633.77 million, comprising of a fresh issue of
2,39,02,439 equity shares aggregating to H 3,920
million and an offer for sale of 1,04,49,816 equity
shares aggregating up to H 1,713.77 million by the
selling shareholders. The Company successfully
completed the IPO process and the equity shares
of the Company were listed on National Stock
Exchange of India Limited and BSE Limited on
September 22, 2023.

The utilization of funds raised through IPO have
been mentioned hereunder:

The Company appointed CARE Ratings Limited
as Monitoring Agency in terms of Regulation 41
of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended from time to time,
to monitor the utilization of IPO proceeds and the
Company has obtained monitoring reports from the
Monitoring Agency from time to time confirming no
deviation or variation in the utilization of proceeds
of the IPO from the objects stated in the Prospectus
dated September 18, 2023. The Company has
submitted the statement(s) and report as required
under Regulation 32 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 to both the
exchanges where the shares of the Company are
listed, namely, National Stock Exchange of India
Limited and BSE Limited on timely basis.

B) QIP:

During the year under review, the Company made
QIP of 1,13,69,282 equity shares of face value H1/-
each of the Company, at a price of H 523.20/- per
Equity Share (including share premium of H 522.20/-
per Equity Share), at a discount of H 27.53/- (i.e. 5%)
on the Floor Price of H 550.73/- against receipt of
full payment of application monies in the escrow
account opened for the Issue, aggregating to
H 5948.41 million.

The QIP was opened on December 18, 2024
and closed on December 23, 2024. The QIP
was led by BRLMs viz. Motilal Oswal Investment
Advisors Limited, Equirus Capital Private Limited
and Nuvama Wealth Management Limited. The
Company successfully completed the QIP process
and the equity shares of the Company were listed on
National Stock Exchange of India Limited and BSE
Limited on December 24, 2024 and trading approval
was granted with effect from December 27, 2024.

The utilization of funds raised through QIP have
been mentioned hereunder:

The Company appointed CARE Ratings Limited as
Monitoring Agency in terms of Regulation 173A of the
Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as
amended from time to time, to monitor the utilization
of QIP proceeds and the Company has obtained
monitoring agency reports from the Monitoring Agency
from time to time confirming no deviation or variation in
the utilization of proceeds of the QIP from the objects
stated in the Placement Document dated December 23,
2024. The Company has submitted the statement(s) and
report as required under Regulation 32 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to both the
exchanges where the shares of the Company are listed,
namely, National Stock Exchange of India Limited and
BSE Limited on timely basis.

6. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THE REPORT

There have been no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year
and the date of this Report other than those disclosed in
this Report.

7. DEPOSITS

The Company has not accepted any deposits in terms
of Section 2(31) read with Chapter V of the Companies
Act, 2013 and Rule 2(1)(c) of the Companies (Acceptance
of Deposits) Rules, 2014 and as such there are no such
overdue deposits outstanding as on March 31,2025.

8. LISTING AND CUSTODIAN FEES

The equity shares of the Company are listed at BSE
Limited and National Stock Exchange of India Limited.
The applicable annual listing fees were paid before the

due date. The annual custodian fees have also been paid
to the depositories.

SHARE CAPITAL

The Authorized Share Capital of the Company as on
March 31, 2025 was H15,00,00,000/- divided into
15,00,00,000 equity shares of H1/- each. The paid-
up equity share capital as on March 31, 2025 stood at
H13,42,05,215/- divided into 13,42,05,215 equity shares
face value of H1 /- each.

During the year under review the Company has
undertaken the following transactions:

• The Board of Directors at their meeting held on
July 30, 2024 and October 30, 2024 have allotted
1,24,306 and 2,29,134 equity shares of H 1/- each
respectively, upon exercise of stock options by
eligible employees under Zaggle Employee Stock
Option Scheme 2022.

• Pursuant to the special resolution passed by the
members by way of a postal ballot on December 02,
2024, the placement agreement dated December
18, 2024, the preliminary placement document
dated December 18, 2024 and the placement
document dated December 23, 2024, the Company
has made QIP of 1,13,69,282 equity shares of face
value of H 1/- each of the Company for cash at a
price of H 523.20/- per equity share (including a
premium of H 522.20/- per equity share) aggregating
to H 5948.41 million. The Paid up capital of the
Company increased to H 13,42,05,215/-.

• Further, the Board of Directors at their meeting
held on May 1 2, 2025 and August 1 4, 2025
has allotted 30,277 and 18,530 equity shares
of H 1 /- each respectively, upon exercise of
stock options by eligible employees under
Zaggle Employee Stock Option Scheme 2022.

As on the date of this report, the paid-up capital of the
Company is H 13,42, 54,022/-.

10. DEBENTURES

The Company has not issued any non-convertible or fully
or partially or optionally convertible debentures during
the year. There are no outstanding debentures as on the
financial year ended March 31,2025.

11. ZAGGLE EMPLOYEE STOCK OPTION SCHEME
2022

The Company adopted Zaggle Employee Stock Option
Scheme 2022” (hereinafter referred to as the “Scheme”
or “ZAGGLE ESOP 2022”) with the objective to attract
and retain high-quality human talent by providing them
incentives and reward opportunities, to improve the
Employee performance with ownership interests and
provide them with wealth creation opportunity whilst in
employment with the Company and achieve sustained
growth by aligning Employee interest with long term
interests of the Company.

During the year under review, the Board of Directors at
their meeting held on July 30, 2024 and October 30,

2024 have allotted 1,24,306 and 2,29,134 equity shares
of H 1/- each respectively, upon exercise of stock options
by eligible employees under Zaggle ESOP 2022.

Further the Nomination and Remuneration Committee/
Compensation Committee at their meeting held on April
30, 2024 and October 04, 2024 has granted 5,66,252
and 44,161 Stock Options to the eligible employees of
the Company under Zaggle ESOP 2022.

The Board of Directors at their meeting held on May 12,

2025 and August 14, 2025 has allotted 30,277 and
18,530 equity shares of H 1/- each respectively, upon
exercise of stock options by eligible employees under
Zaggle ESOP 2022.

The Company has obtained certificate from Mr. S.
Sarweswara Reddy, Practicing Company Secretary,
representing M/s. S. S. Reddy & Associates, (Firm
Registration Number S2008AP101300), Hyderabad,
Secretarial Auditor of the Company, confirming that Zaggle
ESOP 2022 has been implemented in accordance with
the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.

A statement containing relevant disclosures pursuant
to Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 and Regulation 14 of the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, are available on the Company’s website
https://ir.zaggle.in/.

12. HOLDING COMPANY, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company does not
have any holding, subsidiary, joint ventures or associate
companies except the following:

A) Subsidiary Company:

During the financial year 2023-24, the Company
made an investment in Span Across IT Solutions
Private Limited (Span Across) by way of acquisition
of 9,00,000 equity shares of face value of H10/-
each constituting 45% of the total equity capital
of Span Across and accordingly, it became an
associate Company. Further, during the financial
year 2024-25, the company has made a further
acquisition of 10,66,314 equity shares of face
value H 10/- each. Pursuant to this acquisition, the
stake of the Company in Span Across is 19,66,314
equity shares constituting 98.32% of the total
share capital. Accordingly, Span Across became
subsidiary Company w.e.f September 30, 2024.
This acquisition has helped the Company achieve
inorganic growth and gives opportunity to enter
new segment of employee related business, which
benefits all the stakeholders associated with the
Company including shareholders at large.

B) Associate Company:

The Company made an investment of 9,742
Compulsorily Convertible Preference Shares
having a face value of H 100/- each for H 15.6
Crores in Mobileware Technologies Private Limited
(Mobileware), through the execution of Share
Subscription Agreement dated March 24, 2025,
constituting 26% Equity Stake on a post issue
and fully diluted basis and acquisition of 4,622
equity shares for consideration of H 7.25 Crores
from the promoters of Mobileware, representing
12.34% of post closing issued and paid-up capital
of Mobileware, on a fully diluted basis, through the
execution of Share Purchase Agreement dated
March 24, 2025. Consequent to this transaction,
Mobileware became the associate of the Company
w.e.f March 25, 2025. As on March 31, 2025, the
Company holds 38.91% stake in mobileware.

As per the provisions of Section 129 of the Companies Act,
2013 read with the Companies (Accounts) Rules 2014, a
separate statement containing the salient features of the
financial statements of Subsidiary companies/Associate
companies/Joint ventures is detailed in Form AOC-1 and
is annexed as Annexure I to this Report.

In accordance with the provisions of the Companies
Act, 2013 and the rules framed thereunder, the Balance
Sheet, Statement of Profit and Loss, and other documents
of the subsidiary companies are available at Company’s
website: https://ir.zaqqle.in/disclosures-regulation/

13. CHANGE OF REGISTERED OFFICE

During the year under review, the registered office of
the Company has been shifted within local limits of the
city of Hyderabad from 301, III Floor, CSR Estate, Plot
No.8, Sector 1, HUDA Techno Enclave, Madhapur Main
Road, Hyderabad, Rangareddi 500081, Telangana,
India, to 15^th Floor, Western Block, Vamsiram - Suvarna
Durga Tech Park, Nanakramguda Village, Serilingampally
Mandal, GHMC Serilingampally Circle, Ranga Reddy
District, 500032, Telangana, India.

14. CHANGE OF CORPORATE IDENTIFICATION
NUMBER

During the year under review, pursuant to the listing
of equity shares of the Company on BSE Limited
and National Stock Exchange of India Limited, the
Corporate Identification Number of the Company
has changed from U65999TG2011PLC074795 to
L65999TG2011PLC074795 and status has been
changed from Unlisted to Listed in the Company’s Master
Data on the website of the Ministry of Corporate Affairs.

15. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

A) Board of Directors

The Company’s board comprises eminent
individuals with proven competencies, integrity,
and strong financial acumen. They bring strategic
insight, leadership, and commitment, dedicating
sufficient time to board meetings. We recognize the
importance of a diverse board in driving success,
leveraging differences in thought, perspective,
knowledge, skill, and experience to maintain our
competitive edge.

As on March 31, 2025, the Company’s Directorate
consisting of seven Directors out of which four
Directors are Independent Directors including
one Woman Director. Dr. Raj P Narayanam is the
Chairman of the Board. The composition of the
Directorate is in conformity with the relevant
provisions of the Companies Act, 2013 and
Regulation 17 of the Securities and Exchange
Board of India (Listing Obligations and Disclosures
Requirement) Regulations 2015.

Our Directors bring extensive expertise in corporate
management, strategy, finance, information

technology, and other relevant fields, enabling them
to contribute effectively to the Company’s growth
and success.

B) Board Diversity

The Board diversity offers several advantages.
Here are some of the key benefits of having
diverse boards:

• Enhanced decision-making: Board diversity
combines individuals with unique backgrounds,
experiences, and perspectives, fostering
robust decision-making. By embracing diverse
viewpoints, boards can avoid groupthink, drive
innovation, and make informed choices.

• Enhanced problem-solving: Diverse boards
tackle complex problems more effectively
by leveraging varied backgrounds and
experiences. Multiple perspectives lead to
enhanced problem-solving, driving better
outcomes for the organization.

• Improved corporate governance: Diverse
boards with varied skills, knowledge, and
experiences provide comprehensive oversight,
addressing conflicts, promoting transparency,
and ensuring accountability - ultimately
enhancing corporate governance practices.

• Better understanding of customers and
markets: Diverse boards bring valuable
insights into India’s varied cultures, languages,
and consumer preferences, enabling
companies to tailor products, services, and
marketing strategies to effectively target
diverse customer groups.

• Increased creativity and innovation: Diversity
sparks creativity and innovation by bringing
together varied perspectives, fostering
openness, collaboration, and inclusivity.
Different viewpoints challenge norms, drive
fresh ideas, and lead to innovative solutions.

• Mitigation of biases: Diverse boards can help
mitigate unconscious biases and promote
fairness and equity. By ensuring representation
from different genders, ethnicities, age groups,
and backgrounds, boards can counterbalance
any inherent biases and ensure a more equitable
and inclusive decision-making process.

In summary, board diversity offers numerous
advantages, including improved decision¬
making, enhanced corporate governance,
increased creativity and innovation, better
problem solving, understanding of diverse
markets, improved reputation, and the
mitigation of biases. These benefits contribute
to the long-term success and sustainability of
organizations in the Indian business landscape.

• Improved reputation and stakeholder trust:

Diverse boards foster a positive reputation for
inclusivity and social responsibility, enhancing
brand image, attracting diverse talent, and
building stakeholder trust. Benefits include
improved decision-making, governance,
innovation, problem-solving, market
understanding, and reputation - driving long¬
term success and sustainability.

Board diversity offers numerous advantages,
including improved decision-making, enhanced
corporate governance, increased creativity and
innovation, better problem solving, understanding
of diverse markets, improved reputation, and the
mitigation of biases. These benefits contribute to the
long-term success and sustainability of organizations
in the Indian business landscape.

The Board of Directors has adopted the Policy on
Diversity of Board of Directors which sets out the
approach to diversity of the Board of Directors.
The Policy is available in the website of the
Company website https://ir.zaggle.in/wp-content/
uploads/2023/12/policy-on-diversity-of-board-of-
directors.pdf

C) Appointment/Reappointment

Your Company made the following changes to the
composition of Board of Directors as follows:

1. Appointments:

Mr. Virat Sunil Diwanji (DIN:07021146) was
appointed as an Additional Director designated as
Non Executive Non Independent of the Company
with effective from October 04, 2024 by the Board
of Directors. Further he was appointed as Non
Executive Non Independent Director by the Board
of Directors at their meeting held on October 30,
2024 and the same was approved by the members
through postal ballot by remote electronic voting on
December 02, 2024.

Mr. Arun Vijaykumar Gupta (DIN 05131228) was
redesignated as an Independent Director of the
Company, with effective from October 04, 2024 by
the Board of Directors, and approved by members
through postal ballot by remote electronic voting on
December 02, 2024.

2. Reappointment:

• Mr. Avinash Ramesh Godkhindi (DIN: 05250791)
was reappointed as Managing Director and
Chief Executive Officer of the Company for a
term of 2 years effective from May 07, 2024 by
the members through postal ballot by remote
electronic voting on April 27, 2024.

3. Retirements and reappointments at the Annual
General Meeting (AGM):

a. AGM 2024:

At the AGM held on September 25, 2024, Mr.
Arun Vijaykumar Gupta (DIN 05131228) who
retired by rotation and being eligible, offered
himself for reappointment as a director liable to
retire by rotation was appointed as director of
the Company.

b. AGM 2025:

Dr. Raj P Narayanam (DIN: 00410032) who
retires by rotation and being eligible, offer
himself for reappointment as a director liable to
retire by rotation is proposed to be reappointed
as director of the Company.

Pursuant to the provisions of Regulation
36 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and
Secretarial Standards on General Meetings
issued by Institute of Company Secretaries of
India, brief particulars of the director proposed
to be reappointed are provided as an annexure
to the notice convening the AGM.

D) Retirements and Resignations

During the year under review, none of the Directors
retired or resigned from the Board.

E) Key Managerial Personnel

In accordance with the provisions of Sections 2(51)
and 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 201 4 and Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the following are the Key Managerial Personnel of
the Company as on March 31,2025.

During the year under review, there is no change in
the Key Managerial Personnel.

Details of Senior Management Personnel as at the
end of the financial year:

Following are the Senior Management Personnel
of the Company in accordance with the provisions
of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2025.

G) Independent Directors and their declaration of
Independence

As on March 31, 2025, the Independent Directors
of the Company included Mr. Abhay Deshpande
Raosaheb, Mr. Aravamudan Krishna Kumar, Mr.
Arun Vijaykumar Gupta and Ms. Prerna Tandon. All
the Independent Directors of the Company have
furnished necessary declaration in terms of Section
149(7) of the Companies Act, 2013 and Regulation
25(8) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 affirming that they meet the
criteria of independence as stipulated under the
Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

In the opinion of the Board, all the Independent

Directors have the integrity, expertise and
experience including the proficiency required to
effectively discharge their roles and responsibilities
in directing and guiding the affairs of the Company.

In terms of Regulation 25(8) of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Independent Directors have confirmed that they are
not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties.

H) Registration of Independent Directors in
Independent Directors databank

All the Independent Directors of the Company have
been registered and are members of Independent
Directors Databank maintained by the Indian
Institute of Corporate Affairs.

I) Familiarization Program of Independent Directors

In compliance with Regulation 25(7) of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and Schedule IV of the Companies Act, 2013, the
Company has a structured program for orientation
and training of Directors so as to enable them to
understand the nature of the industry in which
the Company operates, business model of the
Company and roles, rights, and responsibilities of
Independent Directors.

The Program aims to provide insights into the
Company to enable the Independent Directors to be
in a position to take well-informed timely decisions
and contribute significantly to the Company. The
Independent Directors of the Company are given
every opportunity to familiarize themselves with
the Company, its management, and its operations
so as to understand the Company, its operations,
business, industry and environment in which it
functions. Independent Directors are also issued
an appointment letter detailing their role, duties
and responsibilities, remuneration and performance
evaluation process.

J) Evaluation of Board’s Performance

In terms of section 134 (3) of the Companies
Act, 2013 read with Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company had
laid down the criteria for reviewing the performance
of the Board, its Committees and individual Directors.
The evaluation process of Directors inter alia
considers attendance of the Directors at Board and

Committee meetings, acquaintance with business,
communicating inter se board members, effective
participation, domain knowledge, compliance with
code of conduct, vision and strategy etc.

In compliance with the provisions of the Companies
Act, 2013 and Regulation 17(10) of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
to improve the effectiveness of the Board and
its Committees, as well as that of each individual
Director, a formal Board review is undertaken on an
annual basis.

The Nomination and Remuneration Committee
at their meeting held on February 04, 2025
had carried out the evaluation of the Board, its
Committees, and Individual Directors on an annual
basis and the committee has submitted their review/
recommendation to the Board of Directors.

The Board of Directors at their meeting held
on February 07, 2025 have carried out an
annual evaluation of the performance of
Independent Directors.

The Company believes that the effectiveness of
the board is reinforced by its structures and the
processes and procedures it follows. It has in place
robust practices and processes that contribute
to the effective and efficient performance of the
board. The processes facilitate and reinforce the
roles, responsibilities and authorities of the board
in the governance, management and control of the
Company. Board systems and procedures broadly
comprise convening the meetings, contents of
the agenda, conducting the meetings, decision
making at the meetings, adequacy of minutes and
working of board committees. Decisions relating
to the policy and operations of the Company are
arrived at meetings of the board held periodically.
Meetings of the board enable discussions on
matters placed before them and facilitate decision
making based on collective judgment of the
board. The Company follows the best practices in
convening and conducting meetings of the board
and its committees.

The evaluation process broadly covers the
following parameters:

i) Board - ♦ Board structure and composition, ♦
Board meetings, information flow and agenda,
♦ Board culture, relationships and dynamics, ♦
strategy, business performance, ♦ succession
planning, ♦ risk management, ♦ continuous
improvement, etc.

ii) Board Committees - ♦ Overall Committees
of the Board, ♦ composition and diversity, ♦
leadership of the Chair, ♦ meetings frequency
and duration, ♦ succession planning of the
Committee members, ♦ interaction with
management, quality of discussions, ♦ stay
abreast of novel scientific and technological
developments and innovations, ♦ quality of
agenda and supporting documents, etc.

iii) Individual Directors - ♦ Attendance in
meetings, ♦ experience and expertise, ♦
participation and contribution in Board
deliberation, ♦ preparedness in subjects, ♦
understanding of governance, regulatory,
financial and fiduciary requirements, ♦ stay
up to date and brings insight on the industry,
♦ up to date on corporate governance trends
and development, ♦ focused on improving
shareholders value, ♦ understanding of
organization’s strategy and risk environment,
sufficiently challenges management to set
and stretch goals, ♦ maintain high standards of
ethics, integrity, confidentiality and adherence
to the Code of Conduct, ♦ strong desire to make
the Board an even better version of itself, etc.

iv) Chairman - ♦ Evaluated on the above
parameters for individual Directors. ♦ evaluated
on effective leadership, ♦ moderatorship and
conduct of impartial discussions, ♦ seeking
participation from Board members and ♦
availability for other Board members and
constructive feedback.

The Board of Directors were satisfied with the
evaluation process and outcome, Directors
engagement, experience, diversity and expertise.
The Board Committees were also found to be
effective in terms of its composition, functioning and
contribution. The evaluation process acknowledged
that the Board and Board committees have spent
sufficient time on future business strategies and
other longterm and shortterm growth plans,
operational matters including review of business
and functional updates, financial results and other
regulatory approvals, governance matters and
internal controls.

K) Statement Regarding Opinion of the Board with
regard to Integrity, Expertise and Experience
(Including the Proficiency) of the Independent
Directors appointed during the Year

Considering the requirement of skill sets on the
Board, eminent people having an independent

standing in their respective field/profession and
who can effectively contribute to the Company’s
business and policy decisions are considered by
the Nomination and Remuneration Committee/
Compensation Committee for appointment as
Independent Director on the Board. The said
Committee, inter alia, considers qualification
positive attributes, area of expertise and number
of Directorships and Memberships held in various
committees of other Companies by such persons
in accordance with the Company’s Policy for
determining qualifications, positive attributes
and independence of a director. The Committee
evaluates the balance of skills, knowledge and
experience on the Board and on the basis of such
evaluation, prepare a description of the role and
capabilities required of an independent director.

The person recommended to the Board for
appointment as an independent director shall have
the capabilities identified in such description. The
Board considers the Committee’s recommendation
and takes appropriate decision. In the opinion of
the Board, the Independent Directors possess the
attributes of integrity, expertise and experience as
required to be disclosed under Rule 8(5)(iiia) of the
Companies (Accounts) Rules, 2014 (as amended).

L) Committees of the Board of Directors

As on March 31, 2025, the Board has the
following Committees:

i) Audit Committee

ii) Nomination and Remuneration Committee/
Compensation Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee

vi) IPO Committee (dissolved w.e.f July 30, 2024)

vii) Executive Committee

viii) Special Purpose Committee (constituted on
December 17, 2024)

All the recommendations made by the Board
committees, including the Audit Committee, were
accepted by the Board.

A detailed note on the Board and its committees is
provided under the Corporate Governance Report
section in this Annual Report. The composition of the
committees and compliances, as per the applicable
provisions of the Companies Act, 2013 and Rules
made thereunder, are as follows:

M) Meetings of the Board and Committees

The Board of Directors meets at regular intervals
to discuss and decide on the Company’s policies
and strategy apart from other Board matters.
The Company has conducted Ten (10) Board
meetings during the financial year under review.
The intervening gap between any two consecutive
meetings was within the period prescribed by the
Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The composition
of the Board of Directors, Committees, attendance
of the Directors in the Board and Committees are
given in the section on Corporate Governance.

N) Independent Directors’ Meeting

Terms of Schedule IV of the Companies Act, 2013
and Regulation 25 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandate that the
Independent Directors of the Company shall hold at
least one meeting in a year, without the attendance
of Non-Independent Directors and members of the
management. The independent directors of top
2000 listed entities as per market capitalization shall
endeavour to hold at least two meetings in a financial
year, without the presence of non-independent
directors and members of the management and all
the independent directors shall endeavour to be
present at such meetings.

To exercise free and fair judgment in all matters
related to the functioning of the Company as well
as the Board, it is important for the Independent
Directors to have meetings without the presence of
the executive management.

During the year under review, Independent
Directors met two times without the presence of
non independent Directors and other members of
the Management. The Company is ready to facilitate
more such sessions as and when required by the
Independent Directors. During this meeting, the
Independent Directors reviewed the performance of
the Company, the Chairman, Board and the quality of
information given to the Board were also discussed.

O) Training of Independent Directors

Every new independent director of the Board
attends an orientation program. To familiarize the
new inductees with the strategy, operations and
functions of the Company, the Executive Directors/
Senior Managerial Personnel make presentations
to the inductees about the Company’s strategy,

operations, product and service offerings,
markets, organization structure, quality and risk
management etc.

P) Terms and Conditions of Appointment of
Independent Directors

All the Independent Directors of the Company
have been appointed as per the provisions of
the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
and formal letter of appointment are issued to the
Independent Directors. As required by Regulation
46 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the terms and conditions of
their appointment have been disclosed on the
website of the Company at https://ir.zaggle.in/wp-
content/uploads/2023/12/terms-and-conditions-of-
appointment-of-independent-directors.pdf.

Q) Directors and Officers Insurance (D and O
insurance)

The Company has procured D & O liability insurance
policy that covers the members of the Board
and Officers of the Company as required under
Regulation 25(10) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

R) Declaration from Directors

The Company has received necessary declaration
from all Directors stating that they are not debarred
or disqualified from being appointed or continuing
as Directors of Companies as per the Securities
and Exchange Board of India, Reserve Bank of
India, Ministry of Corporate Affairs or any such other
Statutory Authority.

S) Certificate from Company Secretary in practice

Pursuant to Regulation 34(3) and Schedule V Para
C clause (10) (i) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Company has
obtained a certificate from Mr. S. Sarweswara Reddy,
Practicing Company Secretary, representing M/s. S.
S. Reddy & Associates, (Firm Registration Number
S2008AP101300), Hyderabad and forms part of the
Annual Report.

T) Directors’ Responsibility Statement

Pursuant to Section 134 (3) (c) and Section 134(5)
of the Companies Act, 2013, the Directors hereby
report that:

a) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures, if any;

b) appropriate accounting policies have been
selected and applied consistently. Judgement
and estimates which are reasonable and
prudent have been made so as to give a
true and fair view of the state of affairs of the
Company as at the end of the financial year and
of the profit of the Company for the year;

c) proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

d) the annual accounts have been prepared on an
on-going concern basis;

e) proper internal financial controls have been
laid down to be followed by the Company and
such internal financial controls are adequate
and are operating effectively; and

f) proper systems to ensure compliance with the
provisions of all applicable laws have been
devised, and such systems are adequate and
are operating effectively.

U) Succession Planning for the Board and Senior
Management

The Company strives to maintain an appropriate
balance of skills and experience in the Board and
within the Company, in an endeavor to introduce
new perspectives while maintaining experience
and continuity. Additionally, promoting Senior
Management within the organization motivates
and fuels the ambitions of the talent force to earn
future leadership roles. The Board of Directors has
adopted the Policy on Succession Planning for the
Board and Senior Management.

16. AUDITORS

A) Statutory Auditors

As per Section 139 of the Companies Act, 2013
(‘the Act’), read with the Companies (Audit and
Auditors) Rules, 2014, the Members of the Company
at their 11^th Annual General Meeting held in the year
2022, approved the appointment of M/s. M S K A
& Associates, Chartered Accountants, Hyderabad
(Firm Registration No. 105047W), for a term of 4

years from the conclusion of 11^th Annual General
Meeting till the conclusion of 15^th Annual General
Meeting of the Company as the Joint Statutory
Auditors of the Company along with M/s P R S V &
Co. LLP, Chartered Accountants, Hyderabad (Firm
Registration No. S200016).

M/s P R S V & Co. LLP, Chartered Accountants,
one of the Statutory Auditors, were appointed as
Statutory Auditors for a second term of five years
from the conclusion of 9^th Annual General Meeting
till the conclusion of 14^th Annual General Meeting.
Further, they had expressed to discontinue as
the Statutory Auditors of the Company from the
conclusion of 13^th AGM. Accordingly, the statutory
audits of the Company from Financial Year 2024-25
and onwards, is being carried out by M/s. M S K A &
Associates, Chartered Accountants.

The Audit Committee and Board at their respective
meetings placed on record their appreciation to
M/s P R S V & Co LLP for their contribution to the
Company with their audit processes and standards
of auditing.

Comments on Auditors Report

The Audit reports dated May 12, 2025 issued by
M/s. M S K A & Associates, Chartered Accountants,
Statutory Auditor on the Company’s Standalone and
Consolidated financial statements for the financial
year ended 2024-25 is part of the Annual Report.
There has been no qualification, reservation or
adverse remark in their Report.

B) Cost Auditor

During the year under review, requirement for
maintenance of cost records and appointment of
cost auditor as specified under Section 148 of
the Companies Act, 2013, is not applicable on
the Company.

C) Secretarial Auditor

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 201 4 the Board of
Directors have appointed Mr. S. Sarweswara Reddy,
Practicing Company Secretary, representing M/s. S.
S. Reddy & Associates, (Firm Registration Number
S2008AP101300), Hyderabad Peer Review
Certificate No.: 1450/2021) as a Secretarial Auditor
of the Company for the financial year 2024-25 at
their meeting held on March 27, 2024.

The Secretarial Audit Report dated August 14, 2025,
issued by the Secretarial Auditor is annexed as
Annexure-II and forms an integral part of the Board’s
Report. There has been no qualification, reservation
or adverse remarks in their Report. The Board of
Directors has taken note of the observations made
in the secretarial audit report and have implemented
necessary internal measures to ensure timely
compliances with the applicable laws.

Further, in compliance with Regulation 24A of
the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Annual Secretarial
Compliance Report issued by the Secretarial Auditor,
has been submitted to the stock exchanges within
the statutory timelines.

Further, pursuant to the provisions of Regulation 24A
(1) & other applicable provisions of the Securities
and Exchange Board of India) Listing Obligations
and Disclosures Requirements) Regulations 2015,
the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, based on the consent received from
M/s. V Seshu Murthy & Co., Practicing Company
Secretary, Hyderabad (Peer Review Certificate
No.: 2525/2022) and on the recommendation of
the Audit Committee, the Board of Directors has
approved the appointment of Secretarial Auditor for
a term of 5 (five) consecutive years, from the financial
year 2025-26 till the financial year 2029-30, subject
to the approval of the members at the ensuing
Annual General Meeting of the Company. A detailed
proposal for appointment of Secretarial auditor
forms part of the Notice convening this AGM.

D) Internal Auditor

M/s. R Y M & Co. LLP, Chartered Accountants,
were appointed as an Internal Auditor of the
Company for the Financial Year 2024-25 in the
Board meeting held on May 23, 2024 to report
to the Audit Committee about the adequacy and
effectiveness of the internal control system of the
Company. The recommendations of the internal
auditor on improvements required in the procedures
and control systems are also presented to the
Audit Committee.

Internal Audit and Control System:

Internal audit and control systems play a crucial role
in ensuring the efficient and effective operation of
organizations across various sectors. Internal audit
refers to the independent and objective examination

of an organization’s activities, processes, and
controls to assess their adequacy, reliability, and
compliance with relevant laws, regulations, and
internal policies. The primary objective of internal
audit is to provide assurance to management and
stakeholders that risks are identified, managed, and
mitigated appropriately.

Internal audit encompasses a wide range of
activities, including evaluating the effectiveness of
internal controls, identifying areas of improvement,
assessing operational efficiency, detecting fraud
and irregularities, and ensuring compliance with
legal and regulatory requirements. By conducting
regular audits, internal auditors help organizations
identify potential weaknesses in their systems and
processes, allowing management to take proactive
measures to address them.

Control systems, on the other hand, refer to the
policies, procedures, and practices put in place by
management to safeguard assets, ensure accurate
financial reporting, and promote operational
efficiency. These control systems aim to mitigate
risks and provide reasonable assurance that the
organization’s objectives are achieved.

The internal audit function is responsible for
evaluating the design and effectiveness of these
control systems. Internal auditors assess whether the
controls are properly designed to mitigate risks and
whether they are operating effectively in practice.
They conduct tests and reviews to identify control
gaps, weaknesses, or deviations from established
policies and procedures. Based on their findings,
they provide recommendations to management for
enhancing controls and improving processes, thus
helping the organization operate in a more efficient
and risk-aware manner.

Effective internal audit and control systems
contribute to better governance, risk management,
and internal controls within an organization. They
provide management and stakeholders with
confidence that risks are managed appropriately,
financial information is reliable, and operations are
conducted with integrity. By continuously monitoring
and evaluating controls, internal audit helps
organizations stay ahead of emerging risks, adapt
to changing business environments, and enhance
overall performance and accountability.

The Company has an Audit Committee consisting
of Two Independent Directors and one Executive
Director. The Audit Committee of the Board of
Directors and Statutory Auditors are periodically

apprised of the internal audit findings and corrective
actions taken. The Audit Committee of the Board of
Directors reviews the adequacy and effectiveness of
internal control system and suggests improvements
if any for strengthening them.

17. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported
any fraud as specified under the second proviso of
section 143(12) of the Companies Act, 2013 (including
any statutory modification(s) or re-enactment(s) for the
time being in force.

18. CEO & CFO CERTIFICATION

Mr. Avinash Ramesh Godkhindi, Managing Director and
Chief Executive Officer and Mr. Venkata Aditya Kumar
Grandhi, Chief Financial Officer of the Company have
given annual certification on financial reporting and
internal controls to the Board in terms of Regulation 17(8)
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and the same forms part of this Annual Report.
Mr. Avinash Ramesh Godkhindi, Managing Director and
Chief Executive Officer and Mr. Venkata Aditya Kumar
Grandhi, Chief Financial Officer of the Company also
give quarterly certification on financial results while
placing the financial results before the Board in terms of
Regulation 33(2) (a) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

19. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The policy of the Company on Directors’ appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of
a Director and other matters are adopted as per the
provisions of the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The
remuneration paid to the Directors is as per the terms
laid out in the Nomination and Remuneration Policy of
the Company. The Nomination and Remuneration Policy
as adopted by the Board is available on the Company’s
website https://ir.zaqqle.in/wp-content/uploads/2023/12/
nomination-and-remuneration-policy.pdf .

20. CODE FOR PREVENTION OF INSIDER TRADING

The Company adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons and

their Immediate Relatives pursuant the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. This Code of Conduct also includes
code of practices and procedures for fair disclosure
of unpublished price sensitive information and has
been made available on the Company’s website at
https://ir.zaggle.in/wp-content/uploads/2025/05/code-
of-practices-and-procedures-for-fair-disclosure.pdf .

The Company is maintaining Structured Digital Database
(‘SDD’), for monitoring the dealings in the securities of the
Company by the promoters, directors and designated
persons including immediate relatives and also to keep
record of the persons with whom the unpublished price
sensitive information of the Company has been shared
internally or externally until it becomes public.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors adopted the Vigil Mechanism/
Whistle Blower Policy which is in compliance with Section
177(9) of the Companies Act, 2013 and Regulation 22
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Whistle Blower Policy aims to conduct the
affairs of the Company in a fair and transparent manner
by adopting the highest standards of professionalism,
honesty, integrity and ethical behaviour.

A mechanism has been established for employees and
other stakeholders to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the
Code of Conduct and Ethics, and leak of price-sensitive
information under the Company’s Code of Conduct
formulated for regulating, monitoring, and reporting by
Insiders under Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time. It also provides for adequate
safeguards against the victimization of employees who
avail the mechanism and allows direct access to the
Chairman of the Audit Committee. During the year under
review, no complaints were reported under the Whistle
Blower Policy. The Whistle Blower Policy is available on
the Company’s website https://ir.zaggle.in/wp-content/
uploads/2023/12/Whistle-Blower-Policy.pdf

22. MATERIAL SUBSIDIARY POLICY

The Company has formulated a Policy for determining
Material Subsidiaries. The Policy is available on the
Company’s website and can be accessed at Company’s
website https://ir.zaggle.in/wp-content/uploads/2023/12/
policy-for-determining-material-subsidiaries.pdf.

During the financial year 2024-25, the Company does
not have any material subsidiary.

23. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual
harassment at the workplace and has formulated a
policy on prevention, prohibition, and redressal of sexual
harassment at the workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the rules thereunder for prevention and redressal of
complaints of sexual harassment at workplace.

The Company has constituted the various Internal
Complaints Committee at various office locations of the
Company in accordance with the provisions of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made
thereunder. There was no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 during the year
under review.

The Company regularly conducts awareness programmes
for its employees.

The table below provides details of complaints received/
disposed during the financial year 2024-25:

No. of complaints at the beginning of financial year: Nil
No. of complaints filed during the financial year: Nil
No. of complaints disposed during the financial year: Nil
No. of complaints pending at the end of financial year: Nil

24. COMPLAINCES UNDER THE MATERNITY
BENEFIT ACT, 1961

Our Company is fully compliant with the Maternity Benefit
Act, 1961, ensuring that our employees receive the
benefits and support they are entitled to.

25. POLICIES

The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 mandated the formulation of certain policies for
all listed companies. Accordingly, the Company has
adopted various policies and the following policies are
uploaded on the website of the Company. Some internal
policies are available on the intranet platform of the
Company. The policies are reviewed periodically by the
Board/Committee and updated based on need and new
compliance requirements.

26. RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013
and Regulation 17(9) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated and
adopted a Policy on Risk Management and Procedure.
The Risk Management policy of the Company outlines a
framework for identification of internal and external risks
specifically faced by the Company, in particular including
financial, operational, sectoral, information, cyber
security risks, or any other risk as may be determined
by the Committee; measures for risk mitigation including
systems and processes for internal control of identified
risks; and Business continuity plan. Risk is an integral part
of the Company’s business, and sound risk management
is critical to the success of the organization. The
Company has adequate internal financial control systems
and procedures to combat the risk. The risk management
procedure is reviewed by the Audit Committee and Board
of Directors on a regular basis at the time of review of the
quarterly financial results of the Company.

Furthermore, pursuant to the requirement of Regulation
21 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has constituted a Risk Management
Committee (RMC), consisting of Board members of
the Company.

The Company has in place a Risk Management framework
to identify, evaluate business risks and challenges across

the Company both at corporate level as also separately
for each business division.

The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses
and functions are systematically addressed through
mitigating actions on a continuing basis. The Company’s
internal control encompasses various managements
systems, structures of organization, standard and code of
conduct which all put together help in managing the risks
associated with the Company.

During the year under review, there are no risks which in
the opinion of the Board that threaten the existence of the
Company. However, some of the risks which may pose
challenges are set out in the Management Discussion and
Analysis Report which forms part of this Annual Report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee had
formulated a Corporate Social Responsibility Policy (CSR
Policy) indicating the CSR activities to be undertaken
and the Company had constituted Corporate Social
Responsibility Committee (“CSR Committee”). A copy of
CSR Policy is available on the website of the Company
and can be accessed on the Company’s website at https://
ir.zaggle.in/wp-content/uploads/2023/1 2/Corporate-
Social-Responsibilitv-Policv.pdf. The policy encompasses
the philosophy of the Company for delineating its
responsibility as a corporate citizen and lays down the

guideline and mechanism for undertaking socially useful
programs for welfare of the community at large and for
underprivileged community in the area of its operation
in particular.

As per the provisions of Section 135 of the Companies
Act, 2013and the Rules made thereunder, the Company
has spent an amount of H 9.47 million for the financial year
2024-25 as approved by the Board of Directors towards
CSR Activities i.e. 2% of the average net profits of the
Company made during the three immediately preceding
financial years.

The Annual Report on CSR containing the composition
of the CSR Committee, salient features of the CSR Policy,
details of activities, and other information as required
under Companies (Corporate Social Responsibility Policy)
Rules, 2014 are provided in Annexure-III attached to
this Report.

28. ADEQUECY OF INTERNAL FINANCIAL
CONTROLS AND COMPLIANCE WITH LAWS

The Company has adequate internal controls consistent
with the nature of business and size of the operations,
to effectively provide for safety of its assets, reliability
of financial transactions with adequate checks and
balances, adherence to applicable statues, accounting
policies, approval procedures and to ensure optimum
use of available resources. These systems are
reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor
revenue and expenditure against approved budget on an
ongoing basis.

The Company has an internal auditor to assess the
adequacy and effectiveness of the Internal Controls
and System across all key processes covering
various locations. Audit Observations along with
recommendations and its implementations are reviewed
by the Audit Committee and concerns, if any, are reported
to the Board.

29. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details pertaining to loans given, guarantees or
securities provided or investments made by the Company
under Section 186 of the Companies Act, 2013 during
the year under review is forming part of the notes to the
Financial Statements.

30. PARTICULARS OF CONTRACT OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

The particulars of contracts or arrangements with related
parties as per Section 188 of the Companies Act, 2013

and rules made thereof as amended from time to time
and as per the Policy on Materiality of and Dealing with
Related Party Transactions of the Company during the
financial year ended March 31,2025 in prescribed Form
AOC-2 is annexed to this Board’s Report as Annexure-IV.
Further there are no materially significant related party
transactions during the year under review with Promoters,
Directors, Key Managerial Personnel’s and their relatives,
which may have potential conflict with interest of the
Company at large. The related party transactions were
placed before the audit committee and also to the Board
at their respective meetings for approval. All related party
transactions entered during the year were in the ordinary
course of business and at arm’s length basis. Details of the
related party transactions during the year are part of the
financial statements forming part of this Annual Report.

In line with the requirements of the Companies Act, 2013
and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has a Policy on Materiality of and
Dealing with Related Party Transactions, which is also
available on the Company’s website at https://ir.zaggle.
in/wp-content/uploads/2023/12/policy-on-materiality-of-
and-dealing-with-related-party-transactions.pdf.

31. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information pertaining to conservation of energy,
technology absorption, Foreign Exchange Earnings
and Outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) ofthe Companies
(Accounts) Rules, 2014 is annexed in Annexure-V.

32. ANNUAL RETURN

The Annual Return of the Company for the financial year
2024-25 as required under Section 92(3) and 134(3)(a)
of the Companies Act, 2013 is available on the website
of the Company and can be accessed on the Company’s
website at the link https://ir.zaggle.in/disclosures-
regulation/ .

33. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the
year under review as stipulated under Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented
in a separate section forming part of this report.

34. CORPORATE GOVERNANCE

A separate report on Corporate Governance standards
followed by the Company, as stipulated under Schedule V
(C) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,
201 5 is enclosed as a separate section forming part
of this report. The certificate from Mr. S. Sarweswara
Reddy, Practicing Company Secretary, representing M/s.
S. S. Reddy & Associates, (Firm Registration Number
S2008AP101300), Hyderabad with regard to compliance
of conditions of corporate governance as stipulated under
Schedule V Part E of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and forms part of the Annual Report.

35. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

A detailed Business Responsibility and Sustainability
Report in terms of the provisions of Regulation 34
of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 forms part of the Annual Report.

36. INDIAN ACCOUNTING STANDARDS

The Company has adopted Indian Accounting Standards
with effect from April 01, 2017 pursuant to Ministry of
Corporate Affairs’ notification of the Companies (Indian
Accounting Standards) Rules, 2015. The standalone
and consolidated financial statements of the Company,
forming part of the Annual Report, have been prepared
and presented in accordance with all the material
aspects of the Indian Accounting Standards as notified
under Section 133 of the Companies Act 2013 read
with the Companies (Indian Accounting Standards) Rules
2015 by Ministry of Corporate Affairs and Regulation
33 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as amended and relevant amendment rules
issued thereafter and guidelines issued by the Securities
Exchange Board of India. There was no revision of
Financial Statements (Standalone & Consolidated) and
Board Reports during the year under review.

37. STATEMENT ON COMPLIANCE WITH
SECRETARIAL STANDARDS

In terms of Section 118(10) of the Companies Act, 2013,
the Company complies with Secretarial Standards 1 and
2, relating to the ‘Meetings of the Board of Directors’ and
‘General Meetings’, respectively as issued by the Institute
of Company Secretaries of India and approved by the
Central Government.

38. PARTICULARS OF EMPLOYEES

The statement of particulars of appointment and
remuneration of managerial personnel as required under
Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed in
Annexure-VI.

The statement containing particulars of employees
pursuant to Section 197(12) of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
is open for inspection at the Registered Office of the
Company during business hours on all working days
of the Company, up to the date of the ensuing Annual
General Meeting.

Any member interested in obtaining such details may
write to the Company Secretary of the Company at
haripriva.sinqh@zaqqle.in.

39. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies
Act, 2013 do not apply as there was no amount in
the unclaimed dividend account remaining unpaid
underSection 124(5) of the Companies Act, 2013.

40. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the
Company during the year under review.

41. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
DURING THE YEAR

No applications have been made and no proceedings are
pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF

The disclosure under this clause is not applicable as the
Company has not undertaken any one-time settlement
with the banks or financial institutions.

43. SIGNIFICANT/MATERIAL ORDERS PASSED BY
COURTS OR TRIBUNALS

No significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern
status and Company’s operations in future.

44. CREDIT RATING

During the year under review, the Company’s credit rating
has been upgraded from ACUITE BBB; Outlook - Stable to
BBB ; Outlook - Positive by ACUITE. The rating upgrade
from ACUITE is primarily owed to improved financial
and business risk profile of the company with healthy
capitalization levels. It demonstrates the high reputation

and trust the Company has earned for its sound financial
management and its ability to meet all its financial
obligations.

Further, after the end of the financial year 2024-25, on
July 16, 2025, the Company obtained credit rating from
CARE Ratings Limited and has been assigned rating i.e
Care A-; stable for the long-term bank facilities.

45. HUMAN RESOURCES AND INDUSTRIAL
RELATIONS

The Company takes pride in the commitment,
competence and dedication shown by its employees
in all areas of business. The company ensures that it
provides a harmonious and cordial working environment
to all its employees. To ensure good human resources
management, the Company focused on all aspects of
the employee lifecycle. This provides holistic experience
for the employee as well. During their tenure at the
Company, employees are motivated through various
skill- development programs, engagement and
volunteering programs.

The Company has put in continued efforts in building
capabilities of Human Resources with adoption of
specific and targeted interventions. The Company
has a structured induction process at all locations and
management development programs to upgrade skills
of managers. Objective appraisal systems based on Key
Result Areas are in place for all employees.

The Company is committed to nurture, enhance and
retain talent through superior Learning & Organizational
Development.

46. INVESTOR RELATIONSHIP

Investor relations is a critical function within a company
that focuses on building and maintaining relationships
with its investors and stakeholders. It serves as the
bridge between the Company’s management team and
its shareholders, analysts, and the broader investment
community. The primary goal of investor relations is
to effectively communicate the Company’s financial
performance, strategic direction, and key developments
to the investment community.

Investor relations activities play a vital role in managing
the flow of information between the Company and
its investors. This disseminates accurate and timely
information, such as financial reports, earnings
releases, and regulatory filings, to ensure transparency
and compliance.

The Company’s officials participate in investor
conferences, roadshows, and earnings calls, where they

provide updates on the Company’s performance and
address questions and concerns from investors.

Another crucial aspect of investor relations is building and
maintaining relationships with shareholders and analysts.

Overall, investor relations is a critical function that
helps companies establish and maintain productive
relationships with their investors and the broader
investment community and also contribute to enhancing
the Company’s reputation, maximizing shareholder value,
and supporting its long-term growth objectives.

47. INSURANCE

The Company has taken adequate insurance cover for
all assets and also such types of all risks as considered
necessary by the management from time to time.

48. RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, quarterly audit of the Company’s
share capital is being carried out by Mr. S. Sarweswara
Reddy, Practicing Company Secretary, representing M/s.
S. S. Reddy & Associates, Hyderabad (Firm Registration
Number S2008AP101300), with a view to reconcile the
total share capital admitted with NSDL and CDSL and
held in physical form, with the issued and listed capital. In
this regard, the certificate is submitted to BSE Limited and
the National Stock Exchange of India Limited and is also
placed before the Board of Directors.

49. COMPLIANCE MANAGEMENT

The Company has implemented a compliance
management tool to streamline and manage compliance
tracking of all the statutory & legal compliances needs to
be followed by the Company and provides the necessary
assurance to the Board. The application provides a
facility to update statutory compliances from time to time
by attaching the evidence of compliance. The tool also
provides system driven alerts to the respective personnel
of the Company for complying with the applicable laws
and regulations as per the due dates for compliance to be
followed by the Company.

50. ACKNOWLEDGEMENTS

We, the Board of Directors, feel compelled to express our
sincere acknowledgment and heartfelt appreciation to
the customers, consumers, investors, bankers, partners
vendors and all stakeholders who have played an
invaluable role in our collective success.

To our esteemed customers and consumers, we extend
our utmost appreciation. Your loyalty and trust in our
brand inspire us to continuously improve and exceed

your expectations. Your invaluable feedback and support
have guided us in refining our products and services,
ultimately enhancing the overall customer experience.
We are honoured to be a part of your lives and strive to
consistently deliver excellence.

We would also like to express our gratitude to our
investors for their unwavering confidence in our vision
and mission. Your financial backing and strategic
guidance have propelled our growth and enabled us to
pursue innovation and expansion.

Your belief in our potential has been instrumental in
transforming our ideas into reality, and we remain
committed to delivering returns on your investment.

To our esteemed bankers, we extend our sincere
appreciation and your unwavering support and
collaboration has been instrumental in our operational
efficiency and growth. Your partnership has enabled us to
navigate challenges and seize opportunities, and we are
grateful for the synergy we have cultivated together.

Your Directors express their sincere thanks to the
Statutory Auditors, Internal Auditors, Secretarial Auditors
and other consultants and agencies for their services and
co-operation and contribution for the smooth operations
of the Company.

Your Directors also wish to place on record their most

sincere appreciation of the commitment, support and
sincere efforts put in by employees in Service as well
as growth of the Company during the year and look
forward to their continued cooperation in realization of
the corporate goals in the years ahead.

Last but not least, we would like to extend our heartfelt
thanks to all our stakeholders. Your collective efforts,
dedication, and belief in our organization have been
the cornerstone of our achievements. We cherish the
relationships we have built, and we are committed
to fostering open communication, transparency, and
collaboration as we move forward. In conclusion, we
wholeheartedly acknowledge and appreciate the
customers, consumers, vendors investors, bankers, and
all stakeholders who have contributed to our journey thus
far. Your unwavering support and trust have been integral
to our success, and we look forward to continuing this
partnership as we strive for new heights together.

For and On Behalf of the Board of Directors
Zaggle Prepaid Ocean Services Limited

Raj P Narayanam

Executive Chairman
DIN: 00410032

Avinash Ramesh Godkhindi

Managing Director and

Place: Hyderabad Chief Executive Officer

Date: August 14, 2025 DIN: 05250791