Zaggle Prepaid Ocean Services Ltd Management Discussions

Overview of the Global Economy

Through 2025, the global economy stayed resilient, yet the signal that mattered most to enterprise spend platforms was the turn towards cost discipline. Geopolitical tensions, shifting tariffs, and trade protectionism have reshaped supply chains, while investment has concentrated in technology, artificial intelligence and digital infrastructure, with the strongest activity in Asia in semiconductor output and enterprise digitisation.

The IMFs April 2026 World Economic Outlook, prepared after the outbreak of conflict in the Middle East in the first quarter, projects global growth slowing to 3.1% in 2026 before recovering to 3.2% in 2027, with headline inflation rising to around 4.4% before resuming its decline.

The World Banks June 2026 Global Economic Prospects flagged a sharper slowdown, to around 2.5%, the weakest pace since the pandemic.

As G20 inflation moderated but remained above comfort levels, and commodity and financial markets turned volatile amid geopolitical escalation in early 2026, enterprises tightened capital allocation and sharpened expense governance. Rising costs, heavier compliance and the search for cost visibility are precisely what move finance teams from manual processes to spend management, payment automation and policy-based control.

This is the demand backdrop Zaggle is built for: real-time visibility and control over enterprise spending. At the moment, cost pressure makes that control most valuable.

Source: OECD Economic Outlook, 2026.

Overview of the Indian Economy

India entered FY 2025-26 as the worlds fastest-growing major economy, with real GDP up 7.7% and nominal GDP up 8.9% to Rs346.36 lakh crore (MoSPI), and inflation contained at 3.93% in May 2026, within the RBIs 2-6% tolerance band. For Zaggle, the structural story matters more than the cyclical one.

GST 2.0, rolled out in late 2025 and now fully in force, has collapsed Indias tax slabs and pushed the e-invoicing mandate down to Rs5 crore turnover - pulling thousands of mid-size enterprises into real- time digital invoice compliance for the first time. Combined with the wider formalisation drive, this is accelerating exactly the workflows Zaggle automates: invoicing, procurement, vendor payments and employee expenses. Continued infrastructure and digital-economy investment under Union Budget 2026 - including expanded semiconductor and tech-sector programmes - alongside rising cloud adoption and enterprise software usage, is reinforcing the shift from fragmented manual processes to integrated, analytics-led platforms.

As India enters FY 2026-27 on strong domestic demand and continued formalisation, the result is a widening base of enterprises that need exactly what Zaggle provides: GST-ready compliance, real-time financial visibility and automated spend control.

Indias external and monetary position reinforces this backdrop: foreign exchange reserves stood at USD 697.1 billion as of early April 2026, the banking system continued to show healthy capital adequacy and improving asset quality, and the RBI projects real GDP growth of 6.7% for FY 2026-27 with CPI inflation averaging 5.0%. The RBIs surplus transfer to the government for FY 2025-26 reached a record Rs2.86 lakh crore, and the central bank continued to progress its Central Bank Digital Currency (Digital Rupee) initiatives, including cross-border pilots - developments that, alongside continued growth in banking-sector digital rails, support the wider shift of enterprises onto the digital finance infrastructure Zaggle operates on.

Source: PIB, MoSPI, 2026, RBI, GST Council

Overview of Indias FinTech Industry

Indias fintech market is set to grow from USD 51.3 billion in 2026 to USD 109.1 billion by 2031, a 16.3% CAGR (Mordor Intelligence), built on Aadhaar, UPI, the Account Aggregator framework and the emerging Unified Lending Interface. Two forces are reshaping where that growth now originates. First, Al has moved from a customer-facing feature to core operating infrastructure, with agenticAl moving into production across compliance, risk and back- office workflows. Second, and more directly relevant to Zaggle, finance itself is disappearing into the workflow: instead of standalone banking or payment apps, credit, cards and payments are increasingly delivered inside the enterprise software a business already runs on - procurement, expense management, payroll.That is not an adjacent trend for Zaggle to track; it is the model Zaggle already operates on, which puts the Company ahead of the shift rather than reacting to it.

The next leg is enterprise-led: automated expense management, vendor payments, corporate cards, real-time reconciliation and integrated workflows, widened by MSME formalisation and GST-linked invoicing. As Al, embedded finance and workflow automation converge, the advantage moves to platforms that turn transactions into smarter financial decisions and a seamless corporate spending experience, the position Zaggle holds at the SaaS- fintech intersection.

Globally, the fintech industry is entering a more mature phase:

2025 fintech revenues reached approximately USD 650 billion, growing about 21 % year-on-year, and listed-fintech market capitalisation hit an all-time high of USD 850 billion, even as fintechs still capture only around 4% of total financial- services revenue - underscoring the headroom that remains. A growing share of that revenue now comes fromhorizontalfintechs that digitise incumbents from within, the same enterprise-embedded model Zaggle follows through its bank and network partnerships.

Source: Mordor Intelligence.

Overview of Indias Digital Payments Sector

India runs one of the worlds largest digital payments markets, and its centre of gravity is moving from consumer to business payments, the segment Zaggle serves. As collections, procurement, employee expenses and vendor workflows shift onto digital rails, payments become a strategic finance function rather than a transaction utility.

UPls interoperable real-time settlement, the Bharat Bill Payment System, e-KYC and the Account Aggregator framework underpin the shift. At the same time, the move to embedded finance allows transaction data to drive lending, insurance and cash management throughout the payment journey. Growth is broadening into Tier lll-VI markets, which supplied nearly 60-70% of new mobile payment users over the past two years, even as cybersecurity, infrastructure scalability, and payment economics remain in focus.

This maps directly onto Zaggles prepaid instruments, corporate cards, rewards and spend management, and onto the embedded-finance adjacencies it is building through ZIP and Zagg. money.

UPI itself crossed 200 billion transactions in FY 2025-26, with monthly volumes topping 2,000 crore transactions for the first time in August 2025 and setting a fresh record of 2,163 crore in December 2025; person-to-merchant transactions, 86% of them under Rs500, now account for 63% of total UPI volume, evidencing the shift of everyday and small-ticket business spend onto digital rails.

The RBIs Payments Vision 2028 and the first phase of its Digital Payment Intelligence Platform, live since August 2025, together with continued expansion of PPI access via UPI Circle and interoperable cash deposits, are widening the regulated digital-payments perimeter in which Zaggles card, prepaid and spend- management rails operate.

Source: BCG, Future of Digital Payments in India.

Overview of Indias Card Sector

Indias card ecosystem is consolidating across credit, prepaid, gift, and forex instruments, with each line mapping directly to a Zaggle product. Credit cards in circulation have crossed 119 million, with monthly spending near Rs1.97 lakh crore. Growth has moderated from near-19% in FY 2023-24 to under 8% in FY 2025-26, as issuers prioritise credit quality over rapid acquisition amid rising unsecured-lending delinquencies - even so, annual credit-card spending rose nearly 12% to Rs23.62 lakh crore in FY 2025-26, led by e-commerce and point-of-sale. The market remains concentrated and bank-led: HDFC Bank holds -28% spend share, and the top four issuers account for over 76% of industry spending, mirroring Zaggles own multi-bank partnership model across corporate and retail cards.

Two structural shifts stand out. RuPay-UPI integration drives up to eight times higher transaction frequency than traditional cards, directly relevant to Zaggles Retail RuPay Credit Card with UPI, launched in FY 2025-26. And since July 2024, all third-party credit-card bill payments must route through Bharat Connect, embedding that rail into recurring, interoperable bill-payment flows across Zaggles card and payments stack.

Beyond credit cards, prepaid cards and PPIs are gaining ground on interoperability and controlled- spend demand - the core of Save and Propel. Gift cards, the engine behind Propels rewards business, are estimated between USD 11.85 billion and USD 13.98 billion depending on methodology, with the B2B/corporate segment holding roughly 78% share. The global Forex Cards market, relevant to the Zaggle Forex Card and ZIP, stood at approximately USD 537.9 billion in 2025.

Outlook

Card growth is expected to stay disciplined rather than rapid, with issuers continuing to prioritise credit quality over volume even as overall spend keeps expanding. UPl-RuPay integration and Bharat Connects mandatory routing should deepen transaction frequency and interoperability further, reinforcing the case for Zaggles Retail RuPay Credit Card and its broader payments stack. Corporate spend management is set to move further toward virtual cards, UPl-enabled payments and ERP-integrated workflows, with SMEs acting as an incremental adoption driver across Save, Propel and Zoyer.

The gift card and incentive-card market is projected to more than double by 2030, reaching USD 20.49- 31.54 billion depending on methodology, with the B2B/corporate segment retaining its dominant share and continuing to anchor Propels addressable market. Forex demand should track the sustained rise in international travel, education-linked spending and cross-border e-commerce, positioning the Zaggle Forex Card and ZIP within a global forex-card market forecast to reach USD 2,502.8 billion by 2035 at a 16.6% CAGR. Together, these trends point to a market rewarding platforms already positioned across multiple instruments, reinforcing the cross-sell thesis at the core of the Companys growth strategy.

Source: industry estimates and Bharat Connect statistics.

Overview of Indian Retail Card Segment

Indias credit card market, valued at USD 20.1 billion in 2025, is projected to reach USD 38.3 billion by 2034 (7.41 % CAGR). Active cards crossed 113 million by early 2026, yet penetration remains under 10% of the population, leaving significant headroom.The defining trend is RuPay-on-UPI: RuPays transaction- volume share hit 38% by late 2025, up from 3% two years prior, powered by over 50 million merchant QR points versus roughly 12 million POS terminals. Average transaction size (Rs1,125) versus conventional cards (Rs4,000+) shows credit shifting toward routine daily spend. Domestic UPl-linked cards are forecast to grow at 23% CAGR through 2028.

Zaggle moved decisively into this segment during FY26. In December 2025, its board approved the acquisition of Rivpe Technology, owner of the co- branded YES BankZagg RuPay Credit Card, extending Zaggles reach from corporate spend management into consumer-facing UPI credit.

Source: IMARC, Outlook Money, PR Newswire

Overview of Indias SaaS Industry

Indias SaaS market is expected to expand from roughly USD 20 billion today to nearly USD 100 billion by 2035. The core driver of that growth is the digitisation of enterprise financial workflows - GST-enabled invoicing, procurement modernisation, and the shift toward automated, policy-driven spend control with real-time visibility.

Employee benefits: The benefits market is projected to grow at a 24.9% CAGR, supported by hybrid work, the gig workforce and digital- first administration - aligning with Saves meal cards, rewards and flexible benefits.

Rewards and channel loyalty:

Indias channel loyalty market continues to grow at an annual CAGR of around 14%, as programmes shift from transactional rewards to data-driven engagement; 51 % of channel partners are now enrolled in six or more loyalty programmes but actively engage with only a few, and 80% prefer mobile-first redemption - the market Propel addresses.

Fleet and logistics: Indias fleet management software market is estimated at USD 1.91 billion in 2026, growing to USD 3.51 billion by 2031 at a 12.96% CAGR, underpinned by mandatory AIS-140 and IS- 16833 GPS-tracking compliance for commercial vehicles and the digital push under the National Logistics Policy. Rising fuel costs and telematics-driven route optimisation are pushing fleet operators from basic compliance tracking toward integrated fuel, driver-expense and route-cost platforms - the remit of Zaggles Fleet Management Solution.

Accounts payable, procure-to-pay and corporate travel: E-invoicing, cloud platforms and Al-led workflows are driving digitisation of the procure- to-pay cycle - approvals, purchase orders, GRN, invoice matching and vendor payments - the domain Zoyer automates, while BROME extends this to real-time, branch- and store-level expense management already in use at large consumer platforms. Zaggle has also bundled corporate travel into this stack through partnerships with travel providers such as EaseMyTrip, giving enterprises a single connected view of travel and expense spend rather than separate booking and reconciliation tools.

Across these adjacencies, Zaggles integrated platform spanning Save, Propel, Zoyer, BROME, Fleet, ZIP and card-linked solutions positions it for the next phase of enterprise fintech adoption.

Within this, the global spend-management platform market - Zaggles core category - is estimated to grow from USD 25.78 billion in 2025 to USD 29.19 billion in 2026, a 13.2% CAGR, on rising adoption of Al-driven spend optimisation, SaaS-based finance platforms, SME adoption, compliance automation and ERP integration, all directly aligned with Zaggles product roadmap.

Overview of Indian Artificial Intelligence Segment

Indias artificial intelligence market is projected to grow at a 26.5% CAGR through 2034, driven by rapid digital transformation, supportive government policy, and rising enterprise adoption across financial services, healthcare and manufacturing. The more consequential shift within that growth is agentic Al specifically: Indias enterprise agentic Al market is projected to grow at a 53.9% CAGR through 2030 - among the fastest- growing Al sub-segments in the country, with machine learning as the largest contributing technology.

This marks Als transition from a customer-facing feature to core operating infrastructure. Rather than sitting behind a chatbot or a single fraud-detection model, Al is increasingly embedded across compliance, risk, approvals and back-office decisioning - functions that used to require human review at every step.

For Zaggle, this is the layer that runs underneath every other module rather than a separate product line. It shows up as spend analytics and anomaly detection in Zatix, automated invoice matching and approval routing in Zoyer, fraud and duplicate-claim detection in expense processing, and compliance monitoring across the platform.

As agentic Al models move from assisting a human reviewer to acting independently within defined policy limits, Zaggles positioning shifts from "software with an Al feature" to a platform where Al is the default mode of operation - directly aligned with where the India enterprise Al market itself is heading.

Company Overview

Founded in 2011, Zaggle Prepaid Ocean Services Limited has evolved into one of Indias leading Software-as-a-Service (SaaS)-led fintech companies, transforming the way enterprises manage business spending. Positioned at the convergence of cloud technology and embedded finance, the Company delivers an integrated digital platform that enables organisations to automate financial workflows, optimise spend management and strengthen governance across the enterprise.

Built on a cloud-native, API-first architecture, Zaggle offers a modular ecosystem that seamlessly integrates software, payments and financial services. Its configurable platform empowers finance teams with greater visibility, control and operational efficiency, while intuitive mobile applications enable employees, vendors, dealers, distributors and channel partners to transact effortlessly within a unified digital environment. Operating on a B2B2C model, the Company combines enterprise-grade software with embedded financial solutions, allowing customers to adopt additional products as their business needs evolve.

The platform addresses a broad spectrum of enterprise financial workflows, including employee expense and benefits management, accounts payable automation, channel incentive programmes, international payments, fleet spend management, Al-driven spend analytics and tax compliance. Its plug-and-play design enables rapid deployment and effortless integration with existing ERP, FIRMS, CRM and banking systems, providing organisations with a scalable and future-ready enterprise finance solution.

Zaggle serves a diversified customer base spanning banking and financial services, technology, healthcare, manufacturing, retail, FMCG, infrastructure, pharmaceuticals, automotive, energy and oil & gas, reflecting the versatility of its platform across industries. Its growing portfolio of enterprise customers includes several leading Indian corporates and high- growth businesses, underscoring the Companys ability to address complex financial workflows across organisations of varying scale and complexity.

The Companys consistent execution is reflected in its expanding customer franchise. Corporate customers increased from 1,753 in FY 2021-22 to 3,915 by the end of FY 2025-26, representing a CAGR of 22.2%, while active users on the platform reached 3.9 million.This growth has been accompanied by exceptionally strong customer retention, with annual churn consistently remaining below 2% and further improving to below 1.5% in FY 2025-26-highlighting the platforms high stickiness, recurring engagement and increasing relevance within customers financial operations.

A strong partner ecosystem further strengthens Zaggles competitive advantage. The Company collaborates with 19 leading banking partners, including HDFC Bank, ICICI Bank, Axis Bank, Induslnd Bank, Kotak Mahindra Bank, IDFC FIRST Bank and NSDL Payments Bank, alongside global payment networks such as Visa, Mastercard and RuPay. These relationships are complemented by partnerships with fintechs and specialised service providers across insurance, taxation, investments, leasing and other value-added financial services, enabling Zaggle to continuously expand the breadth of its integrated enterprise finance ecosystem.

Today, Zaggle is no longer simply a provider of spend management solutions. It is building an intelligent enterprise finance platform that combines SaaS, embedded payments, Al-powered automation and strategic partnerships to help organisations simplify financial operations, improve decision-making and create sustainable long-term value.

Integrated Spend Management Ecosystem

The platform connects corporate administrators, employees, vendors, suppliers, dealers, distributors and channel partners in a single digital ecosystem, with configurable dashboards, intelligent approval workflows and mobile applications that keep spending governed, compliant and transparent. Rather than operating as an isolated card or expense tool, Zaggle embeds payment and financing instruments at every level of its software, sitting on top of the systems enterprises already run on - ERPs and accounting software, HRMS platforms, CRMs, marketplaces and government portals - and integrating with existing payment networks and banking systems such as Visa, Mastercard and NPCI.This gives administrators a single, consolidated view of spend across the organisation - by project, cost centre, vendor relationship and policy - without manually reconciling data across disconnected tools. A scalable, modular architecture lets customers adopt new solutions with minimal implementation effort, while partnerships with leading banks, card networks and fintech players support the continuous expansion of the product set.

The Zaggle Intelligence Flywheel

Zaggles growth model is not a single loop but a four-sided network connecting corporates, partners, merchants, and employees/users/ SMBs - each node reinforcing the others rather than growing in isolation.

Corporates adopt Zaggles software and, in doing so, bring their own user base - employees, vendors, and channel partners - onto the platform, while Zaggle monetises the resulting transaction volume (GTV). Partners - banks and network providers - supply banking licences and payment instruments that Zaggle resells through its software, extending the platforms reach without Zaggle carrying balance-sheet risk. Merchants plug into the network for software and users, creating deal flow back into the ecosystem. Employees, users and SMBs drive spend directly onto the platform, which Zaggle monetises through value-added services, including lending and other BFSI products layered on top of the core spend data.

This structure converts into four distinct, compounding revenue streams: SaaS fees from corporates, programme fees from partners, merchant commission from merchants, and VAS fees from employees/users/SMBs - meaning growth in any one node expands Zaggles monetisation surface across all the others, rather than simply adding linear revenue.

The FY 2025-26 numbers show this compounding in practice, not just in theory. Standalone revenue from operations grew at a 49.5% CAGR over FY 2021 -22-FY 2025-26 (Rs3,713 million to Rs18,528 million), while adjusted EBITDA compounded even faster, at 32.2%, reaching Rs1,828 million. The platform now serves 3,900+ corporates and 3.9 million+ aggregate users, has issued over 50 million cards - making Zaggle the #1 prepaid card issuer in the country - and works across 19 bank partners. Critically, this scale hasnt come at the cost of efficiency: customer acquisition cost remains under 5% of revenue and churn stays below 1.5%, evidence that each new node added to the network makes the next one cheaper to acquire and easier to retain.

Scale and Market Presence

Zaggle is among Indias leading spend management platforms, serving organisations across BFSI, technology, healthcare, manufacturing, retail, FMCG, infrastructure, pharmaceuticals, automotive and energy. The customer base reached 3,915 customers as of March 31,2026, with a CAGR of 22.2%, more than 3.9 million end users, and over 50 million business prepaid and credit cards issued through banking partnerships, across a diversified portfolio of leading Indian enterprises.

Why Zaggle Wins

Zaggles advantage sits at the convergence of SaaS and fintech. Its B2B2C model connects corporates, employees, vendors, channel partners and banks into an ecosystem that compounds through network effects: more customers, users and partners generate richer data, deeper adoption and a widening moat.

The multi-product platform lets customers add solutions across spend management, accounts payable automation, rewards, analytics, international payments and employee benefits, creating substantial cross-sell and upsell, supporting customer churn below 2% and growing wallet share, while long-standing bank and network partnerships extend distribution and transaction reach.

Comprehensive Product Portfolio

Employee expenses, reimbursements and benefits: Save digitises employee spending and benefits, while delivering, Al-led tax filing, compliance and advisory for individuals and enterprises.Together, these form Zaggles Travel & Expense (T&E) stack: employee cards and mobile-first OCR-based expense capture with automatic reconciliation against scanned receipts, policy limits and controls enforced at merchant category, merchant ID and transaction-type level, consolidated statements for both admins and individual users, real-time expense approval, and 100% RBI and Income Tax-compliant policy enforcement. Corporate travel is bundled into the same stack through partnerships with travel providers such as EaseMyTrip, giving enterprises a single connected view of travel, expense and reimbursement rather than separate booking, expense and tax-filing tools.

Accounts payable, procure-to-pay and vendor management: Zoyer digitises the full procure-to-pay cycle - purchase orders, invoice processing, approvals, integrated payables and credit cards, petty cash management, and payments via Zoyer Pay, including utility payments powered by BBPS with seamless ERP and accounting integration and real-time payment alerts. BROME extends this to real-time, branch- and store-level expense management with automated workflows and continuous monitoring, already in use at large multi-location consumer platforms.

Rewards, recognition and channel incentives: Propel runs rewards and recognition for employees, distributors, dealers, retailers and channel partners, distributing incentives via prepaid cards, digital rewards and vouchers, with QR- based campaign management, metric-based incentive computation and automated claim settlement.

The December 2025 acquisition of GreenEdge adds a further layer to this engine: golf-based corporate loyalty and experiential rewards, strengthening Propel with bank- and card-network-linked loyalty experiences - not just transactional cashback or vouchers, but curated engagement tied to co-branded card and network partnerships - extending Propel deeper into travel and premium relationship-based loyalty.

Specialised payment solutions:

Zatix provides spend analytics and business intelligence, synthesising operational and financial data into real-time decision signals; the Fleet Management Solution controls fuel and fleet spends with dashboards for fleet owners and oil marketing/CNG providers; Zaggle International Payments (ZIP) handles secure, compliant cross-border transactions with live FX rates and foreign remittance certification; and the Zaggle Forex Card offers app- controlled, globally accepted travel payments with segregated business and personal spend tracking.

Retail card and consumer payments: Following the acquisition of RivpeTechnology (rebranded Zagg. Money) and entry into the consumer retail credit card market during FY 2025-26, Zaggle now extends beyond enterprise spend management into consumer-facing credit. The Zagg. Money app distributes co-branded retail credit cards issued on both Visa and RuPay rails, positioning Zaggle to capture Indias fastest-growing card segment - UPl-linked, high-frequency RuPay spend - while bank partners retain the underlying credit risk and Zaggle earns programme fees and engagement-layer economics, consistent with its model elsewhere in the portfolio.

Strategic Developments during FY 2025-26

FY 2025-26 was a year of deliberate platform-broadening for Zaggle, deepening its SaaS-fintech and spend management ecosystem through record organic growth alongside four inorganic moves that materially expanded its addressable market and product depth.

Inorganic strategy

Zaggle completed four acquisitions and investments during the year, each targeted at a specific gap in the platform:

• RivpeTechnology (rebranded Zagg.Money): 100% stake, acquired for Rs220 million plus a further Rs500 million investment, completed in March 2026. This was Zaggles most consequential move of the year: it brought deep UPI expertise in-house and marked the Companys formal entry into the consumer retail credit card market, opening a route to monetise Zaggles large existing salaried user base through consumer-facing financial products rather than enterprise spend management alone.

• Greenedge Enterprises: 100% stake, acquired for Rs200 million plus a further Rs250 million investment, completed in December 2025. GreenEdge brings golf-based corporate loyalty and experiential rewards capability, extending Propel beyond transactional cashback and vouchers into curated, relationship-based loyalty and travel experiences.

• DICE:The originally proposed

100% share acquisition, valued at Rs1,230 million, was restructured as an asset purchase comprising software, databases/codebase, contracts, intellectual property, domain names and related assets in the spend-management space. The consideration was approximately Rs679 million plus applicable taxes. The asset acquisition was completed in May 2026.

• Unobanc Private Limited: In

July 2026, Zaggle approved a strategic investment of up to Rs7.96 crore to acquire a 19.9% equity stake in Unobanc Private Limited, a technology-driven cross-border payments and remittances company operating under the moneyHOP brand. This investment strengthens Zaggles cross-border payments, forex and remittances, complementing the Zaggle Forex Card and ZIP, and extends the platforms ability to serve both enterprise and retail customers with international payment needs beyond Indias borders.

Taken together, these acquisitions did more than add standalone capability - they extended Zaggles reach in three specific directions simultaneously: from enterprise into consumer (Zagg. Money), from transactional into experiential loyalty (GreenEdge), and into deeper spend management and Al-enabled capability (DICE). More recently, the strategic investment in Unobanc extends this same logic into a fourth direction: from domestic into cross-border payments, forex and remittances, positioning the platform to serve international payment needs beyond Indias borders.

Al developments

FY 2025-26 marked Zaggles shift from an Al-led vision to full-scale execution, organised around two distinct engines.

The first is internal, focused on efficiency and agility: Al tooling is now embedded across the engineering lifecycle itself, accelerating build cycles so the Company can ship and capture market opportunities ahead of peers; operations are transitioning from headcount-intensive workflows to Al-augmented processes with higher throughput and precision; and legacy code is being systematically audited and refactored to keep the infrastructure modular and scalable ahead of global expansion.

The second is customer-facing, focused on personalisation, automation and insight as a service tools designed not just to help customers manage spend, but to optimise it autonomously. This includes zero-touch configuration and onboarding, where generative Al auto-configures spend limits, approval hierarchies and compliance rules without manual setup; hybrid agentic workflows, where Al agents execute complex multi-step tasks under a "human in the loop" model, proactively completing work from simple prompts rather than requiring step-by-step instruction; and decision intelligence, which synthesises operational and financial data into real-time decision signals through an intelligent data tooling layer.

This dual-engine approach is also what underpins the product-level Al capabilities described elsewhere in this report spend analytics in Zatix, automated invoice matching in Zoyer, and compliance monitoring across the platform - positioning Al as infrastructure running beneath every module rather than a discrete feature bolted onto one.

Global expansion and continued platform momentum

The Board approved the incorporation of Zaggle Payments

IFSC Limited in GIFT City, establishing a dedicated platform for cross-border payments and global financial services expansion through Indias premier international financial hub directly supporting managements stated FY 2026-27 ambition of expansion into MENA and US markets.This sat alongside continued momentum across ZIP (international payments), Fleet (fuel and fleet spend management), Zatix (spend analytics) and BROME (branch- and store-level expense management), each of which scaled through the year as part of the Companys broader four-pillar monetisation strategy.

SWOT Analysis

Strengths

An integrated SaaS-fintech platform and B2B2C model, supported by extensive bank and network partnerships, a diversified suite across Save, Propel, Zoyer, Zatix, Fleet, ZIP and card-linked solutions, and low churn that enables cross-sell and deep engagement.

Weaknesses

A meaningful share of revenue remains transaction-linked, including programme fees and Propel revenues, keeping volumes and partner performance material to results.

This exposure is partly mitigated by Zaggles diversification across 19 bank partners rather than dependence on any single relationship, though rapid expansion through acquisitions and new product lines still calls for sustained investment in integration, talent, compliance and platform standardisation.

Opportunities

Enterprise digitisation, AP automation, employee benefits, rewards, fleet and Al-led analytics widen the addressable market, with further upside from cross-sell, Zagg.money, 86400, international payments and GIFT City. Indias fintech sector itself remains a structural tailwind: real-time transaction volumes, financial inclusion initiatives and rising internet and smartphone penetration continue to expand the base of enterprises and individuals who can be served digitally. Emerging areas such as embedded finance, decentralised finance and deeper API-led integration into corporate and consumer workflows extend the platforms addressable use cases well beyond current product lines. Cross-sell into adjacent financial products insurance, investments, lending and credit cards through partnerships with banks and NBFCs represents a significant monetisation lever on top of Zaggles existing corporate and consumer user base, while empanelment with public sector banks alongside established private-sector relationships opens a large, underpenetrated distribution channel. International expansion into markets with large addressable opportunity and strong willingness to pay, building on the domestic playbook, adds a further growth vector beyond India.

Threats

Competition from fintechs, ERP vendors and global SaaS providers; regulatory change in digital payments and financial services; cybersecurity and data-privacy risk; partner-ecosystem disruption; pricing pressure; and acquisition- integration risk. Continued reliance on a concentrated set of banking and network partners for card issuance and interchange economics exposes the platform to renegotiation or disruption risk if key partnerships are not renewed on favourable terms. Rising delinquencies in unsecured retail lending and tightening credit standards across the broader banking system could indirectly affect partner risk appetite and issuance volumes. As Zaggle scales into new geographies and financial products such as lending and insurance, it also takes on incremental compliance and regulatory complexity specific to those markets and product categories, which could slow rollout timelines or increase compliance costs.

Segment-wise or product wise performance & Discussion

FY 2025-26 delivered strong momentum across core platforms. The customer base rose to 3,915 from 3,455 and platform users to 3.90 million from 3.30 million, reflecting wider adoption across employee expenses, rewards, vendor payments, cards, fleet, analytics and AP automation, with cross-sell and upsell across existing customers a key driver.

REVENUE FROM CUSTOMERS - SEGMENT-WISE PERFORMANCE

Particulars	FY26 (Rs Million)	FY25 (Rs Million)	Growth (%)
Programme Fee	7,523.35	5,456.41	37.87
Propel Platform Revenue/Gift Cards	11,074.07	7,218.48	53.41
Platform Fee / SaaS Fee / Service Fee	479.04	362.68	32.08
Total Revenue from Customers	19,076.46	13,037.57	46.32

GEOGRAPHICAL SEGMENT INFORMATION

Geography	FY26 (Rs Million)	FY25 (Rs Million)	Contribution
India	19,076.46	13,037.57	100
International	-	-	-
Total Revenue from Customers	19,076.46	13,037.57	100
FINANCIAL PERFORMANCE
Particulars	FY26 (Rs Million)	FY25 (Rs Million)	Growth (%)
Revenue from Operations	19,076.46	13,037.57	46.32
Other Income	380.03	267.73	41.95
Total Income	19,456.49	13,305.30	46.23
Cost of Point Redemption / Gift Cards	10,504.73	6,781.00	54.91
Consumption of Cards	15.07	17.00	-11.40
Employee Benefits Expense	704.19	667.41	5.51
Finance Costs	53.30	76.55	-30.37
Depreciation & Amortisation Expense	368.80	147.94	149.29
Other Expenses	6,002.95	4,432.06	35.44
Total Expenses	17,649.04	12,121.96	45.60
Profit Before Share of Profit from Associates &Tax	1808.45	1,183.34	52.74
Share of Profit from Associates	44.12	0.83	5,203.71
Profit Before Tax (PBT)	1851.57	1,184.17	56.36
Current Tax	471.24	278.58	69.16
Deferred Tax	(7.22)	26.61	-127.13
Total Tax Expense	464.02	305.19	52.04
Profit After Tax (PAT)	1387.55	878.98	57.86

Income

Revenue from operations rose 46.32% to Rs19,076.46 million from Rs13,037.57 million, driven by broad-based growth across spend management, benefits, rewards, vendor payments and financial automation.

Propel and gift cards: Revenue grew53.41%toRs 11,074.07 million from Rs7,218.48 million, supported by a larger rewards ecosystem, higher volumes and wider adoption. Platform users increased to 3.90 million from 3.30 million, while the customer base expanded to 3,915 from 3,455.

Programme fee: Income increased 37.87% to Rs7,523.35 million from Rs5,456.41 million, reflecting higher transaction volumes, increased customer activity and greater spend across the platform, supported by the Save and Zoyer solutions.

Platform, SaaS and service fee:

Income increased 32.08% to Rs479.04 million from Rs362.68 million, driven by higher adoption and utilisation of the Companys technology-led solutions.

Other income: Increased 41.95% to Rs380.03 million from Rs267.73 million,

supported by higher treasury income from capital raises and a one-time gain on remeasurement of the TaxSpanner associate following an additional stake.

Expenses

Total expenses rose 45.60% to Rs17,649.04 million from Rs12,121.96 million, broadly in line with the growth in business volumes and continued investments in technology, products and capabilities.

Importantly, expenses as a percentage of total income improved to 90.7% from 91.1 %, reflecting operating leverage.

Cost of point redemption and gift cards: Rose 54.91 % to Rs10,504.73 million in FY 2025-26 from Rs6,781.00 million in FY 2024-25, in line with the growth in Propel and higher redemption volumes.

Employee benefits expense:

Increased 5.51% to Rs704.19 million from Rs667.41 million, reflecting continued investments in technology, product, sales and customer success capabilities.

Finance costs: Declined 30.37% to Rs53.30 million from Rs76.55 million, supported by refinancing and repayment of borrowings.

Depreciation and amortisation:

Increased 149.29% to Rs368.80 million from Rs147.94 million, reflecting higher investments in technology and product capabilities.

Other expenses: Increased 35.44% to Rs6,002.95 million from Rs4,432.06 million, reflecting higher business volumes and continued investments across incentives, technology and business development.

Profitability

Profit before tax (PBT) increased 56.36% to Rs1,851.57 million from Rs1,184.17 million, while profit after tax (PAT) increased 57.86% to Rs1,387.55 million from Rs878.98 million. The improvement was driven by strong revenue growth, operating leverage and cost discipline, even as the Company continued investing in product, technology, acquisitions and people.

Key Financial Ratios

Details of significant changes (i. e change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefore including:

Ratio	Numerator	Denominator	March 31,2026	March 31,2025	Variance	% Change	Reason for change more than 25%
1 Current Ratio (in times)	Current assets	Current liabilities	9.82	20.71	(10.90)	-53	Movement led by additional short term borrowings taken during the year.
2 Debt-Equity Ratio (in times)	Total Debt	Total equity net of NCI	0.03	0.00	0.03	669	Movement led by additional short term borrowings taken during the year.
3 Debt Service Coverage Ratio (in times)	Earnings available for debt service	Total Interest and principal repayments	23.64	1.87	21.78	1,168	Movement led by better earnings and additional short term borrowings taken during the year.
4 Return on Equity (ROE) (%)	Net Profit after taxes	Total equity net of NCI	9	7	2	35	Movement led by increase in current years profit.
5 Trade Receivables turnover ratio (in times)	Credit Sales	Average Trade Receivables	6.75	6.69	0.06	1	Not a major variance.
6 Trade payables turnover ratio (in times)	Credit Purchases	Average Trade Payables	191.28	248.12	(56.83)	-23	Not a major variance.
7 Net capital turnover ratio (in times)	Net Sales	Working Capital	1.88	1.30	0.58	45	Movement led by increase in turnover during the year.
8 Net Profit Margin (%)	Net Profit after taxes	Sales	7.17	6.72	0.45	7	Not a major variance.
9 Return on Capital employed (%)	Earnings before interest and taxes	Capital Employed	20.99	20.69	0.30	1	Not a major variance.

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

Return on Net Worth ("RoNW") is a measure of profitability (expressed in percentage) and is defined as profit after tax for the year divided by our Total Equity for the year. The table below reconciles our profit after tax for the year to RoNW, for the periods indicated

(Rs Million, unless otherwise specified)

1 Particulars	FY26	FY25
Profit After Tax for the year (A)	1387.55	878.98
Share Capital	134.46	134.21
Other Equity	13,907.66	12,345.51
Net Worth (B)	14,042.12	12,479.72
Return on Net Worth (A)/ (B) (%)	9.88	7.04

The financial statements are prepared in accordance with the applicable Indian Accounting Standards and the Companies Act, 2013, with no deviation from prescribed accounting treatment during the year.

Risks and concerns

Risk	Description	Mitigation
Revenue and partner ecosystem	A meaningful share of revenue is transaction-driven, through programme fees and payment- related income tied to banking and network partnerships, alongside dependence on card networks, gateways, technology vendors and fulfilment partners for delivery.	Revenue is diversified across SaaS subscriptions, AP, international payments, fleet and rewards, rather than sitting in a single stream, while the underlying banking relationships span 19 partners rather than concentrating in one or two. A multi-partner model with service- level agreements, performance monitoring, contingency planning and periodic governance reviews supports continuity.
Technology and platform	Rapid technological change and evolving customer expectations require continuous innovation to remain competitive.	Sustained investment in product, automation, Al-led analytics and cloud infrastructure, with a modular architecture enabling rapid deployment and integration.
Competitive intensity	The SaaS, fintech and corporate payments markets are highly competitive, spanning fintechs, ERP providers and global software companies.	Differentiation through an integrated, sector-agnostic platform, strong retention, extensive bank partnerships and broad spend management coverage.
Acquisition and integration	Inorganic growth requires effective integration of teams, technology, customers, compliance and operations to realise synergies.	A structured approach across product alignment, leadership oversight, technology integration, cross-sell planning and performance monitoring, with disciplined target evaluation.
Risk	Description	Mitigation 1
Cybersecurity and data privacy	The Company processes large volumes of sensitive financial and employee data exposed to breaches and system failures.	Information security frameworks, encryption, access controls, continuous monitoring, vulnerability assessments and periodic penetration testing, aligned with regulation.
Customer engagement and retention	With over 3,900 corporates served as of FY 2025-26, no single customer relationship is material to results; the relevant risk is sustaining adoption and engagement at scale rather than concentration.	Long-term relationships built on product innovation, service quality, seamless integrations and continuous platform enhancement, supported by cross-sell and reflected in a churn rate below 1.5%.
Scalability and execution	Expansion can strain service quality, infrastructure, talent and operational efficiency.	Investment in cloud-native infrastructure, automation and process standardisation, with a strengthened leadership and governance framework.
Talent acquisition and retention	Growth depends on attracting and retaining technology, product, analytics, sales and leadership talent in a competitive market.	Performance-driven opportunities, engagement initiatives, leadership development and equity- linked wealth creation.
Macroeconomic	Slowdowns, inflation and shifting corporate spending may affect technology spend and transaction volumes.	A diversified, multi-sector customer base, recurring SaaS revenues and mission-critical solutions enhance resilience.
International expansion	Cross-border expansion brings jurisdiction-specific regulation, currency risk, geopolitical uncertainty, and operational complexity. As Zaggle expands into MENA and prepares for US entry, this includes exposure to regional instability, shifting trade and data- localisation policies, sanctions and export-control regimes spanning our banking and network partnerships, and currency or capital-control risk affecting cross-border fund movement.	A phased strategy with regulatory assessment, local partnerships, compliance review and product-level controls.
Fraud and financial crime	Rising digital transactions raise exposure to fraud, identity theft and payment misuse.	Automated monitoring, transaction controls, risk-based authentication, Al-driven anomaly detection and periodic audits.
Business continuity	Disasters, pandemics or large-scale outages could disrupt operations and service.	Disaster recovery, cloud infrastructure, data backup, remote-working capability and business continuity plans.

Technology and Information Security

Technology underpins Zaggles model. The Company invests in scalable architecture, automation, Al-led analytics, API integrations and cloud infrastructure to improve performance, customer experience and efficiency. Given the sensitivity of enterprise financial, employee and transaction data, it maintains access controls, monitoring, partner- level safeguards and governance aligned with regulatory expectations. It continues to strengthen its cybersecurity posture as the platform grows.

Internal Control Systems and Their Adequacy

Zaggle operates a robust internal control framework built on defined processes, delegated authority, risk protocols and technology-enabled monitoring, scaled to the complexity of its operations and reviewed periodically. Comprehensive systems for recording, processing and reporting financial and operational data support reliable statements and effective oversight of performance.

The Audit Committee provides independent oversight of financial reporting, the control framework, risk management and audit findings, reviewing internal audit reports, risk assessments and compliance throughout the year. The Company remains compliant with Internal Financial Controls over Financial RYM & CO LLP appointed as independent internal auditor; findings are reviewed by management and the Committee, and corrective actions implemented where required.

Material developments in Human Resources/ Industrial Relations front, including Number of People Employed.

People remain the single most valuable asset in Zaggles growth story. As the platform has scaled, so has our conviction that business outcomes are inseparable from how well our people strategy tracks the Companys evolving needs - every structural decision on hiring, development and leadership is made with this alignment in mind.

Building a workplace that is inclusive and genuinely rewarding to work in has been a deliberate priority rather than a byproduct of growth. That commitment extends to the whole person: performance support sits alongside emotional and physical wellbeing, backed by consistent investment in health, safety and workplace practices designed to hold up as the organisation scales. Financial wellness has become part o this picture too, with regular sessions that help employees build a better understanding of investment options and risk management, extending the same spend-management thinking we bring to our clients into our employeesown financial lives.

New joiners across every location go through a structured induction, and that same discipline carries into ongoing development - skill- building programmes for individual contributors and management development tracks designed specifically to sharpen people- leadership capability as teams grow. Recognition is treated as a serious lever rather than a formality: leadership stays close enough to performance conversations across functions to identify and reward top talent directly, and a KPI-based appraisal framework keeps incentives tied to objective, measurable outcomes rather than subjective judgment.

This year also saw us reshape the organisation itself. We rebuilt our structure with intent, and the result is a considerably stronger mid-to-senior leadership bench across functions - one built to carry the platform through its next phase of scale.

As of March 31,2026, workforce strength stood at 312 employees, and industrial relations remained cordial throughout the year.

Disclosure of Accounting Treatment

The statements made in this report describe the Companys objectives and projections that may be forward looking statements within the meaning of applicable laws and regulations. The actual results might differ materially from those expressed or implied depending on the economic conditions, government policies and other incidental factors, which are beyond the control of the Company.

CAUTIONARY STATEMENT

This section includes forward-looking statements that highlight the potential future prospects of the Company. These statements are accompanied by inherent risks and uncertainties that may cause actual results to differ materially. Additionally, the macroenvironmental changes and the unpredictable nature of global events, such as the Pandemic, unforeseen challenges for the Company and its operating environment.The information provided in the report is based on assumptions derived from both internal and external sources, and these assumptions may change over time, leading to corresponding adjustments in the estimates provided. Its important to note that these forward looking statements reflect the Companys current intentions, beliefs, or expectations and are valid as of the date they were made. The Company does not have an obligation to update or revise these statements in light of new information or future events unless required by applicable regulations.