K. Provision, contingent liabilities and contingent assets

A provision is recognised if, as a result of a past event, the
Company has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an
outflow of economic benefits will be required to settle

the obligation. Provisions are determined by discounting
the expected future cash flows (representing the best
estimate of the expenditure required to settle the present
obligation at the balance sheet date) at a pre-tax rate
that reflects current market assessments of the time
value of money and the risks specific to the liability. The
unwinding of the discount is recognised under finance
costs. Expected future operating losses are not provided
for. Provision in respect of loss contingencies relating to
claims, litigations, assessments, fines and penalties are
recognised when it is probable that a liability has been
incurred and the amount can be estimated reliably.

Contingent liabilities and contingent assets:

A contingent liability exists when there is a possible but
not probable obligation, or a present obligation that may,
but probably will not, require an outflow of resources, or
a present obligation whose amount cannot be estimated
reliably. Contingent liabilities do not warrant provisions,
but are disclosed unless the possibility of outflow of
resources is remote.

Contingent assets has to be recognised in the standalone
financial statements in the period in which if it is virtually
certain that an inflow of economic benefits will arise.

.. Cash and cash equivalents

For the purpose of presentation in the statement of cash
flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short¬
term, highly liquid investments with original maturities of
three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant
risk of changes in value.

A. Events after reporting date

Where events occurring after the balance sheet date
provide evidence of conditions that existed at the end of
the reporting period, the impact of such events is adjusted
within the standalone financial statements. Otherwise,
events after the balance sheet date of material size or
nature are only disclosed.

. Recent accounting pronouncements:

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time. For the year ended March
31, 2025, MCA has not notified any new standards or
amendments to the existing standards applicable to
the Company.

iii) During previous year, Shareholders vide the Extra-ordinary general meeting dated August 11,2023 have approved
the increase in Authorized Share Capital of the Company from C120.00 Mn divided into 12,00,00,000 Equity Shares
of C1/- each to C150.00 Mn divided into 15,00,00,000 Equity Shares of C1/- each.

iv) Rights, preferences and restrictions attached to equity shares of D1 each, fully paid up:

The Company has only one class of equity shares having par value of C1 per share. Each holder of equity shares is
entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed
by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the
event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
shares held by the shareholders.

(i) Term Loan from bank:

Term loan from bank amounting to C Nil (March 31,2024: 367.95 Mn) was repaid during the year from QIP proceeds
(Refer Note 36).

Term loan was availed during FY 2023-24 for prepaying Non-Convertible Debentures (NCDs) carries interest of MCLR
0.50% and is repayable in 7 quarterly instalments of C56.20 Mn each and last instalment of C30.40 Mn excluding
interest beginning from March 2024. The Term loan along with Overdraft facility as below are jointly secured by way
of exclusive charge on the current assets of the company including trade receivables and inventories. The loans
are collaterally secured by way of exclusive charge on the immovable properties being commercial property of the
company and residential property of the other body corporate. The loans are further secured by way of corporate
guarantee extended by the said body corporate.

Details of terms and security in respect of the short-term borrowings:

i) Overdraft Facility availed from ICICI bank amounting to C Nil (March 31,2024: C353.39 Mn) carries interest of MCLR
rate 0.60% (presently 9.60% p.a.) and is repayable on demand. The Overdraft facility along with term loan as above
are jointly secured by way of exclusive charge on the current assets of the Company including trade receivables
and inventories. The loans are collaterally secured by way of exclusive charge on the immovable properties being
commercial property and of the company residential property of the other body corporate. The loans are further
secured by way of corporate guarantee extended by the said body corporate.

ii) Overdraft Facility availed from IndusInd bank amounting to C0.42 Mn (March 31,2024: Nil) carries interest of FD rate
0.50% (presently 8.25% p.a.). The Overdraft facility is against Fixed Deposit placed with the bank.

iii) Overdraft Facility availed from Yes bank amounting to C0.57 Mn (March 31, 2024: Nil) carries interest of FD rate
0.75% (presently 8.46% p.a.). The Overdraft facility is against Fixed Deposit placed with the bank.

iv) Overdraft Facility availed from Suryoday Small Finance Bank amounting to C37.14 Mn (March 31,2024: Nil) carries
interest of 6.80%. The Overdraft facility is against Fixed Deposit placed with the bank.

v) The Company has utilised the loans borrowed during the year for the purpose for which it is obtained as mentioned in
the respective borrowing agreements.

vi) The Company is not declared as a wilful defaulter by any bank and financial institution or any other lender the
during the year.

Notes:

i) During the year 2019-20, the Company had received a show cause notice towards service tax demand amounting
to C272.04 Mn charged on the face value of sale of its prepaid cards/ Gift vouchers etc. The Company has filed
appeals before the Commissioner of Central tax, Hyderabad against the aforesaid demand. In the month October
2022, the Company received an order dated March 30, 2022, from Commissioner of Central tax, Hyderabad
dropping demand amounting to C259.75 Mn and upheld the demand amounting to C12.29 Mn and further
imposed a penalty and late fee for C12.44 Mn. The Company has further filed a appeal against the said demand
before CESTAT and amount paid under protest of C4.32 Mn.

ii) During the year 2023-24, the Company received a Demand notice under section 156 of Income Tax Act, 1961
pertaining to FY 2021-22 demanding C40.92 Mn by not allowing the deduction on account of carry forward
losses, bad debts written off and Ind AS adjustments. Subsequently, during the year 2024-25, the Company
received a rectification order under Section 154 of the Income Tax Act, allowing the deduction for carry forward
losses. Pursuant to this rectification, the income tax demand was reduced to C15.32 Mn, which now solely pertains

36 During the year, pursuant to Qualified Institutions Placement "QIP", the Company has allotted 1,13,69,282 equity shares of
face value of C1 each, to eligible Qualified Institutional Buyers at the issue price of C523.20 per equity share (including a
premium of C522.20 per equity share) aggregating to C5,948.41 Mn. The issue was made in accordance with SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018.

As per placement document dated December 23, 2024, the net proceeds from the Issue is C5,741.37 Mn, after deducting
fees, commissions and expenses of the Issue C207.04 Mn, which was adjusted against the security premium.

Out of Net QIP Proceeds, C836.78 Mn was utilised towards repayment of certain borrowings, strategic investment
(acquisition of shares in associate), general corporate purpose and the balance unutilised C4,904.60 Mn as at March 31,
2025, comprise of C4,544.60 Mn temporarily invested as deposits with scheduled commercial banks and in monitoring
account and C360.00 Mn advance payment towards acquisition of shares.

37 Details of dues to micro, small and medium enterprises as defined under the Micro, Small and Medium
Enterprises Development Act, 2006

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006: The amount
due to Micro and Small Enterprises as defined in the ‘The Micro, Small and Medium Enterprises Development Act, 2006’ has
been determined to the extent such parties have been identified on the basis of information available with the Company.
The disclosures relating to Micro, Small and Medium Enterprises are as under:

38 Employee benefits

a) Defined Contribution Plan
Provident Fund:

Contributions were made to provident fund and Employee State Insurance in India for the employees of the Company
as per the regulations. These contributions are made to registered funds administered by the Government of India.
The obligation of the Company is limited to the amount contributed and it has no further contractual nor any other
constructive obligation.

b) Defined Benefit Plan

Gratuity:

The Company provides Gratuity for employees in India as per the Payment of Gratuity Act, 1972. All employees are
entitled to gratuity benefits on exit from service due to retirement, resignation or death. There is a vesting period of
5 years on exits due to retirement or resignation. There is a limit of C2 Mn on the gratuity payable to an employee.
This defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market
(investment) risk.

The Company risk management is carried out by the Senior Management under policies approved by the Board of Directors.
The Board of Directors provides guiding principles for overall risk management, as well as policies covering specific areas
such as credit risk and liquidity risk.

Risk management framework

The board of directors have overall responsibility for the risk management framework. The board of directors are responsible
for developing and monitoring the risk management policies. The board of directors monitors the compliance with the risk
management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks
faced by the Company.

The risk management policies are to identify and analyse the risks faced by the Company, to set appropriate risk limits
and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly
to reflect changes in market conditions and the Company activities. The Company, through its training and management
standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees
understand their roles and obligations.

A. Credit risk

i. Credit risk management

Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer contract,
leading to financial loss. The credit risk arises principally from its operating activities (primarily trade receivables) and
from its investing activities, including deposits with banks and financial institutions and other financial instruments. The
carrying amounts of financial assets represent the maximum credit risk exposure.

ii. Provision for expected credit loss

The Company establishes an allowance for credit loss that represents its estimate of expected losses in respect
of trade receivables based on the past and the recent collection trend. The maximum exposure to credit risk as at
reporting date is primarily from trade receivables amounting to C7.88 Mn (March 31,2024: C57.56 Mn). The movement
in allowance for credit loss in respect of trade receivables during the year was as follows:

Credit risk on cash and cash equivalents is limited as the Company generally transacts with banks and financial
institutions with high credit ratings assigned by international and domestic credit rating agencies.

B. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

D. Currency risk

The Company does not have material revenues/assets denominated in foreign exchange and hence Company is not subject
to foreign currency fluctuation.

40 Capital Management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The Board of Directors monitors the return on capital, which the Company
defines as result from operating activities divided by total shareholders’ equity. The Board of Directors also monitors the
level of dividends to equity shareholders.

43 The Company did not have any long term contracts including derivative contracts for which there were any material
foreseeable losses. The Company does not have any unhedged foreign currency exposure as at reporting date.

44 Subsequent Events

No Significant Subsequent events have been observed which may require an adjustment / disclosure to the
financial statements.

45 a. The Company does not have any Benami property, where any proceeding has been initiated or pending against the

Company for holding any Benami property.

b. The Company does not have any transactions with companies struck off under section 248 of the Companies Act,
2013 or section 560 of Companies Act, 1956.

c. The Title deeds of immovable property are held in name of the company.

d. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.

e. The Company have not traded or invested in Crypto currency or Virtual currency during the financial year.

f. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the company (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

g. The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

h. The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or
survey or any other relevant provisions of the Income Tax Act, 1961).

i. The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment
benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India.
However, the date on which the certain provisions of the Code will come into effect and the rules thereunder has not
been notified. The Company will assess the impact of the Code when it comes into effect and will record any related
impact in the period the Code becomes effective.

j. The stock statements filed by the Company with the banks are in agreement with the books of accounts of the
Company.

k. The Company has not entered into any scheme of arrangement which has an accounting impact on current or
previous financial year.

l. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with
the Companies (Restriction on number of Layers) Rules, 2017.

46 Employee Stock Based Compensation:

Employee Stock Option Plan (ESOP) :

The Company instituted the Zaggle Employee Stock Option Scheme 2022, in which 46,10,936 stock options were approved

by the Shareholders in Extra Ordinary General Meeting held on November 21,2022 for the benefit of employees.

ZAGGLE ESOP 2022 Plan :

(a) During FY 2022-23, the Company has granted 24,23,369 equity shares of face value C1/- each under Employee Stock
Option Scheme to Eligible Employees. The grant made during FY 2022-23 includes grant of12,48,511 options at exercise
price of C1 each and 11,74,858 options at exercise price of C271.00 each. The fair value of share option grant for exercise
price of C1 amounting to C360.52 and exercise price of C271.00 amounting to C236.59 is estimated at the date of the grant
using Black-Scholes method, taking into account the terms and conditions upon which the share option where granted.
In case of Type II options, The Exercise price at which options are granted to certain option grantees is higher than
the prices at which the shares of the Company got listed on stock exchanges. To keep the scheme attractive to the
employees, the Company has decided to reprice the options from C271.00 to C164.00 (the highest price from the
price band for IPO) vide Share holders approval dated December 11, 2023. Accordingly, resulting incremental fair
value of C51.31 were considered for recognition of ESOP expenditure during the FY 2023-24 as per Ind AS - 102.

(b) During the year 2024-25, the Company has granted 394,264 and 44,161 net employee stock options for an equal
number of equity shares, with an exercise price of C233.00 per option/share on April 30, 2024 and C335.00 per
option/share on October 04, 2024, respectively. Additionally, during the same period, the Company allotted 2,20,364
shares at an exercise price of C1 per option/share and 1,33,076 shares at an exercise price of C164.00 per option/
share, under the Employee Stock Options Scheme of the Company.

48 During the year, pursuant to the share purchase agreement dated September 26, 2024, the Company has acquired 53.32%
of shareholding in Span Across IT Solutions Private Limited and the acquisition was completed on September 30, 2024.
Consequence to this acquisition and the stake held in the Span Across IT Solutions Private Limited earlier, it has become a
subsidiary of the Company w.e.f. September 30, 2024.

During FY 2023-24, pursuant to share purchase agreement dated March 27, 2024, the Company has acquired 45% of
shareholding in Span Across IT Solutions Private Limited and acquisition was completed on March 30, 2024.

49 During the year, pursuant to share purchase agreement dated March 24, 2025, the Company has acquired 38.91% of
shareholding in Mobileware Technologies Private Limited and acquisition was completed on March 25, 2025. Consequence
to this acquisition, Mobileware Technologies Private Limited has become an Associate of the Company w.e.f. March 25, 2025.

50 The standalone financial statements were approved by the Board of Directors and authorised for issue on May 12, 2025.
As per our report of even date attached

For M S K A & Associates For and on behalf of the Board of

Chartered Accountants Zaggle Prepaid Ocean Services Limited

ICAI Firm Registration No.: 105047W

Prakash Chandra Bhutada Raj P Narayanam Avinash Ramesh Godkhindi

Partner Executive Chairman Managing Director & CEO

Membership No: 404621 DIN: 00410032 DIN : 05250791

Hari Priya Venkata Aditya Kumar Grandhi

Company Secretary Chief Financial Officer

M No: A22232

Place: Hyderabad Place: Hyderabad

Date: May 12, 2025 Date: May 12, 2025