Dear Members,
Your Directors are pleased to present the 15th Annual Report together with Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2026.
1. FINANCIAL HIGHLIGHTS
The Summary of the Companys financial results for the financial year 2025-26 as compared to the previous financial year 2024-25 is given below:
(Rs in Millions)
| Particulars | Standalone | Consolidated | ||
| FY 2025-26 | FY 2024-25 | FY 2025-26 | FY 2024-25 | |
| Revenue from operations | 18,528.12 | 13,026.46 | 19,076.46 | 13,037.57 |
| Other Income | 372.59 | 245.11 | 380.03 | 267.73 |
| Total Income | 18,900.71 | 13,271.57 | 19,456.49 | 13,305.30 |
| Expenditure before finance costs, depreciation, and taxes | 16,722.40 | 11,874.13 | 17,226.94 | 11,897.47 |
| Profit before finance costs, depreciation, taxes and share of associate | 2,178.31 | 1,397.44 | 2,229.55 | 1,407.83 |
| Less: | ||||
| Finance Costs | 53.30 | 76.34 | 53.30 | 76.55 |
| Depreciation and Amortization | 345.78 | 146.90 | 368.80 | 147.94 |
| Profits before share of profit from associates and tax | 1779.23 | 1,174.20 | 1,807.45 | 1,183.34 |
| Share of profit of associates | - | - | 44.12 | 0.83 |
| Net Profit for the year before Taxes | 1779.23 | 1,174.20 | 1,851.57 | 1,184.17 |
| Less: Tax expenses | ||||
| Current Tax | 458.69 | 278.58 | 471.24 | 278.58 |
| Deferred tax charge/(credit) | (8.01) | 20.82 | (7.22) | 26.61 |
| Profit after tax | 1328.55 | 874.80 | 1,387.55 | 878.98 |
| Other Comprehensive Income | (0.84) | 2.06 | (1.65) | 1.26 |
| Total Comprehensive Income for the year | 1327.71 | 876.86 | 1,385.90 | 880.24 |
2. STATE OF AFFAIRS AND COMPANYS PERFORMANCE
The Company has recorded total revenue of f18,528.12 million during the year 2025-26 as against f 13,026.46 million in the previous year 2024-25, recording a quantum jump of over 42.23% in the total revenue. The net profit after provision for tax is Rs1328.55 million during the year 2025-26 as against net profit after tax of Rs 874.80 million in the previous year 2024-25.
Your Directors are optimistic about Companys business and hopeful of better performance with increased revenue in the current financial year.
Business Performance
Zaggle is one of the first home-grown new age SaaS fintech companies listed in India, with a mission to digitize spends through automated workflows. We operate in a segment where we interact and interface with our Customers (i.e., businesses) and end Users (i.e., employees, channel partners & vendors) and are among a small number of uniquely positioned players with a diversified offering of fintech products and services, having one ofthe largest number of issued payment instruments (Prepaid Cards & Commercial Credit Cards) in India in partnership with our banking partners. We operate through the following key business segments:
Propel: a corporate SaaS platform for channel rewards and incentives, employee rewards and recognition.
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 Zatix, empowering businesses with complete control over spends through a unified dashboard for corporate cards, and ZIP, simplifying international payments with full compliance and transparency.
With the recent acquisition of Rivpe Technology Private Limited (now rebranded as Zagg.Money), the Company has established its presence in the Retail Cards segment, backed by a strong pipeline and go-to-market strategy.
The company is developing an Al-driven platform to automate ITR filing workflows, simplifying client onboarding and creating a seamless experience, offering automated ITR filing workflows that make the process seamless and simplify client onboarding.
With Greenedge acquisition, Company has strengthened foothold in Bank Loyalty Programmes, opening up prospective revenue growth through multiple partnerships currently in the pipeline.
To its list of City Gas Distribution (CGD) partners, the company added Megha City Gas Distribution, Adani Total Gas Limited, and IRM Energy, further strengthening its fleet business and expanding its revenue potential across a wider network of fuel and gas distribution touch points.
Corporates and Users added
The Company catered to 3915 Customers in Financial Year 2025-2026 compared to 3455 customers in financial year 2024-2025. The number of users grew to 3.90 Mn in Financial Year 2025-2026 from 3.28 Mn in previous financial year 2024-2025.
Banking and Network Partnerships
Zaggle today are partner with 19 banks and 3 networks - Visa, Mastercard and Rupay. Further to this, Company has deepened its partnership with Mastercard by signing a seven-year customer business agreement for Mastercard Premium Foreign Currency co-branded prepaid cards, further strengthening the companys forex offering. Alongside this, Zaggle has also partnered with Mastercard to launch and promote co-branded domestic
prepaid cards on the Mastercard network. As part of this expanded relationship, Mastercard will offer spend- linked incentives to Zaggle for introducing customers to credit cards and other value-added financial services on the Mastercard network.
The Company has also signed a bundled partnership with AU Small Finance Bank covering three areas: launching a co-branded retail credit card powered by a personalized recommendation engine with TPAP integration, issuing corporate credit cards to Zaggles corporate customer base, and launching a co-branded prepaid card solution powered by the Zatix platform for Zaggles corporate clients.
In addition, Zaggle has entered into reseller partnerships with IDFC First Bank and Standard Chartered Bank. Separately, the Company has signed a seven-year partnership with Visa Worldwide, under which Visa will offer spend-linked incentives to Zaggle to launch and promote co-branded domestic prepaid cards on the Visa network.
Business Partnerships
Zaggle has strengthened its Smart Employee Purchase Programme (Smart EPP) by onboarding Jio Credit as a leasing partner, while its partnership with Tata Capital adds greater financial flexibility, giving employees access to more attractive leasing options for their purchases.
On the payments side, Zaggle has partnered with Euronet Services India to launch co-branded prepaid card solutions for corporates, and teamed up with Mesh Payments to help Indian customers streamline global expense management while opening doors to global go- to-market opportunities.
Rounding out these developments, Zaggle has entered a reseller partnership with Grant Thornton, which will offer the Zaggle Spend Management platform to its corporate clients and large enterprise customers.
Marquee Clients
Company has onboarded several Marquee Client in FY 26 in various segments, including Truecaller International LLP, Apollo Health and Lifestyle Limited, DTDC Express Limited, MoEngage India Private Limited, CK Birla Healthcare Private Limited, Novozymes South Asia Private Limited, Pernod Ricard India Private Limited, SMC Global Securities Limited, Birlasoft Limited, V-Mart Retail Limited, Godrej Properties Limited, Nuziveedu Seeds Limited, Generali Central Insurance Company Limited, PolyCab India Limited, Hexalog Technologies Private Limited, Rashtriya Chemicals & Fertilizers Limited, Honda India Power Products Limited, ITI Finance Limited, Saurashtra Cement Limited, The Federal Bank Limited,
Hindware Limited, Narayana Hrudayalaya Limited, Rebel Foods Private Limited, CNH Industrial (India) Private Limited, Pan Emami Cosmed Limited, Fanuc India Private Limited and Savills Property Services (India) Private Limited.
3. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW
A) ACQUISITION
(i) GREENEDGE ENTERPRISES PRIVATE LIMITED
Greenedge Enterprises Private Limited has become a Wholly Owned Subsidiary of the Company on December 5,2025 after allotment of 1,62,548 Equity Shares of face value of Rs 10/- each on September 30, 2025 and acquisition of 1,30,000 Equity Shares of face value of Rs 10/- each on December 5, 2025.
(ii) RIVPE TECHNOLOGY PRIVATE LIMITED
Rivpe Technology Private Limited has become a Subsidiary of the Company on March 30, 2026 after acquisition of 67,813 Equity Shares of face value of Rs 10/- each and 3896 Compulsorily Convertible Preference Shares (CCPS) out of 16,407 CCPS of face value of Rs 20/- each from the existing shareholders of Rivpe Technology Private Limited. Further, the Company was allotted 3,42,147 Equity Shares of face value of Rs 10/- each by way of rights issue made by Rivpe Technology Private Limited on March 31, 2026 for an aggregate consideration of Rs 50.00 Crores. Consequent on acquisition of Rivpe Technology Private Limited, Omnicash Fintech Private Limited, a Wholly Owned Subsidiary of Rivpe Technology Private Limited, has become a step-down wholly owned subsidiary of the Company.
As on the date of this report the Company has acquired the remaining CCPS from the holders.
B) PREFERENTIAL ISSUE OF WARRANTS
The Company allotted 10,58,201 warrants for cash at a price ofRs 567/- per warrant (Warrant issue price), each warrant convertible into 1 fully paid-up equity share of the Company of face value of Rs1 /- each at a premium of Rs 566/- each, by way of preferential issue on private placement basis, to RAN Ventures Private Limited, member of the promoter group and Bennett Coleman and Company Limited, Non Promoter, on December 16, 2025 after receiving Rs 15.00 Crores (25% of Rs 567/- per warrant), being 25% of the total Warrant Issue Price.
Warrants are convertible into fully paid-up equity shares of the Company, in one or more tranches, at any time on or before the expiry of 18 (eighteen) months from the date of allotment and the unconverted warrants shall lapse, and the amount paid by the warrant holder on such warrants shall stand forfeited.
The funds raised by the Company through preferential issues being utilised for the objects as approved in the EGM dated October 31,2025, and there has been no deviation in the utilization.
C) DICE ENTERPRISES PRIVATE LIMITED
The company has entered into a non-binding term sheet on June 5, 2025 with Dice Enterprises Private Limited, to acquire 100% share capital and voting rights in Dice Enterprises Private Limited form the existing shareholders of Dice Enterprises Private Limited subject to execution of definitive agreements and completion of certain identified conditions precedent.
Further, the Board of Directors of the Company in its meeting held on May 8, 2026, has, considered and approved the modification to the deal structure, whereby instead of acquiring the entire shareholding of Dice Enterprises Private Limited, the Company proposed to purchase assets from Dice Enterprises Private Limited comprising but not limited to Software, Databases/Codebase, Contracts, Intellectual Property, Domain Names along with all related assets in the Spend Management space for a consideration of approx Rs 67.9 Crores plus taxes, if applicable.
Further the Company has entered into Asset Purchase Agreement - Contracts, Intellectual Property Assignment Agreement and Asset Purchase Agreement - Software on May 13, 2026.
D) EFFIASOFT PRIVATE LIMITED
The Board of Directors of the Company had approved the acquisition of 45.33% stake in Effiasoft Private Limited, from existing shareholders, for consideration of Rs 36.72 Crores in its meeting held on March 27, 2025.
Further, the Company decided not to proceed with the proposed acquisition of Effiasoft Private Limited, as its internal Al capabilities have evolved significantly and substantially addressed the gaps that the proposed acquisition was intended to fulfil. Accordingly, the Company reassessed the strategic rationale for the acquisition and refined its acquisition criteria to focus on opportunities that offer greater strategic value and seamless integration with its core technology stack.
4. 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 in the long run and hence does not recommend any dividend for the Financial Year 2025-26.
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.zaqqle.in/wp-content/uploads/2023/12/ dividend-distribution-policv.pdf.
5. TRANSFER TO GENERAL RESERVES
During the year under review, the Company has not transferred any amount to the general reserves of the Company.
6. FUNDS RAISED THROUGH QUALIFIED INSTITUTIONS PLACEMENT (QIP) AND PREFERENTIAL ISSUE
i) QUALIFIED INSTITUTIONS PLACEMENT (QIP):
Pursuantto approval ofthe Board of Directors attheir meeting held on October 30, 2024 and subsequent approval of the members through resolutions passed by way of postal ballot dated December 2, 2024, Company successfully raised Rs 5,948.41 million through Qualified Institutions Placement (QIP), involving the issuance and allotment of 1,13,69,282 equity shares of face value Rs 1/- each per share at an issue price of Rs 523.20/- per Equity Share, (including a premium of Rs522.20/- per Equity Share). The issue was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, and Sections 42 and 62 ofthe Companies Act, 2013, as amended, including the rules made thereunder.
The Company appointed CARE Ratings Limited as Monitoring Agency in terms of Regulation 1 73A 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. The Company has submitted the statement(s) and report as required under Regulation 32 ofthe 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.
ii) PREFERENTIAL ISSUE OF WARRANTS
The Board of Directors of the Company, at its meeting held on December 16, 2025, had made allotment of 10,58,201 Warrants after receiving an aggregate consideration ofRs 15.00 Crores (being 25% of Rs 567/- per warrant) pursuant to consent accorded by the members of the Company in the Extra-Ordinary General Meeting of the members held on October 31, 2025 to create, offer, issue and allot up to 10,58,201 Warrants, each carrying a right exercisable by the Warrant Holder to subscribe to one Equity Share of face value of Rs 1/- (one) each per Warrant for cash at a price ofRs 567/- per Warrant (including a premium ofRs 566/-) aggregating up to Rs 60.00 Crores on preferential basis.
During the year under review, there has been no deviation in the use of proceeds ofthe Preferential Issue from the objects stated in the respective offer documents as per Regulation 32 of SEBI Listing Regulations. The Company discloses the uses/ application of proceeds/funds raised from the aforesaid Issues on a quarterly basis to the Audit Committee and file with the Stock Exchanges, as applicable.
7. 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.
8. DEPOSITS
The Company has not accepted any deposits in terms of Section 2(31) read with Chapter V ofthe Companies Act, 2013 and Rule 2(1 )(c) ofthe Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on March 31,2026.
9. 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.
10. SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2026 was Rs 15,00,00,000/- divided into 15,00,00,000 equity shares ofRs 1/- each. The paid-up equity share capital as on March 31,2026 stood at Rs 13,44,58,445/- divided into 13,44,58,445 equity shares face value of Rs 1 /- each.
During the year under review the Company has made the following allotments, upon exercise of the stock options by eligible employees in accordance with Zaggle Employee Stock Option Scheme 2022:
| Date of Board Meetings | No. of Equity Shares Allotted of face value of Rs1/- | Paid-up Capital post Allotment (Rs) |
| May 12, 2025 | 30,277 | 13,42,35,492 |
| August 14, 2025 | 18,530 | 13,42,54,022 |
| November 11,2025 | 1,97,945 | 13,44,51,967 |
| February 1 2, 2026 | 6,478 | 13,44,58,445 |
As on the date of this Report, the paid-up share capital of the Company stands at Rs13,44,58,445.
11. 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 at the end of the financial year ended March 31,2026.
12. 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 Nomination and Remuneration Committee/Compensation Committee granted 2,69,668 Stock Options to eligible employees of the Company, as detailed below:
| Date of Grant | No. of Stock Options Granted |
| August 14, 2025 | 1,42,045 |
| February 12, 2026 | 1,27,623 |
| Total | 2,69,668 |
Further, the Board of Directors of the Company has made the following allotments, upon exercise of stock options by eligible employees under Scheme:
| Date of Board Meetings | No. of Equity Shares Allotted of face value of Rs1/- | Paid-up Capital post Allotment (Rs) |
| May 12, 2025 | 30,277 | 13,42,35,492 |
| August 14, 2025 | 18,530 | 13,42,54,022 |
| November 11,2025 | 1,97,945 | 13,44,51,967 |
| February 1 2, 2026 | 6,478 | 13,44,58,445 |
The members of the Company, through postal ballot by remote electronic voting on April 1, 2026, based on the recommendation of Board of Directors and Nomination and Remuneration/Compensation Committee, approved the extension of the benefits of the Scheme to eligible employees of the subsidiary and associate companies. The extension is aimed at aligning the interests of eligible employees of the subsidiary companies with the growth of the Company and promoting employee retention and incentivization at the subsidiary level.
Subsequent to the end of the year under review, the Nomination and Remuneration Committee/ Compensation Committee, at its meeting held on August 14, 2026 granted 2,50,000 Stock Options to eligible employees of the Company under the Scheme.
The Company has obtained certificate from Mr. V Seshu Murty, Practicing Company Secretary, representing M/s V SESHU MURTY & Co, Hyderabad, (Peer review Certificate No. 2525/2022), 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 Companys website https:// ir.zaqqle.in/.
13. HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any holding, subsidiary, joint ventures or associate companies except the following:
A) SUBSIDIARY COMPANY:
i) SPAN ACROSS IT SOLUTIONS PRIVATE LIMITED
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 Rs 10/- 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 Rs 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 it the opportunity to enter new segment of employee related business, which benefits all the stakeholders associated with the Company including shareholders at large.
ii) GREENEDGE ENTERPRISES PRIVATE LIMITED
Greenedge Enterprises Private Limited became a Wholly Owned Subsidiary of the Company on December 5, 2025, pursuant to the allotment of 1,62,548 Equity Shares of face value of Rs10 each at a price of Rs 1,538 per share for aggregate consideration of Rs 25.00 Crores on September 30, 2025, and the subsequent acquisition of 1,30,000 Equity Shares of face value of Rs10 each at a price of Rs 1,538 per share for aggregate consideration ofRs 20.00 Crores on December 5, 2025.
iii) RIVPE TECHNOLOGY PRIVATE LIMITED
Rivpe Technology Private Limited has become a Wholly Owned Subsidiary of the Company on March 30, 2026 after acquisition of 67,813 Equity Shares of face value of Rs 10/- each and and 3229 Compulsorily Convertible Preference Shares (CCPS) out of 16,407 CCPS of face value of Rs 20/- each from the existing shareholders of Rivpe Technology Private Limited. Further, the Company was allotted 3,42,147 Equity Shares of face value of Rs 10/- each by way of rights issue made by Rivpe Technology Private Limited on March 31, 2026 for an aggregate consideration of Rs 50.00 Crores.
As on the date of this report the Company has acquired the remaining CCPS from the holders.
iv) ZAGGLE PAYMENTS IFSC LIMITED
The Company has incorporated Zaggle Payments IFSC Limited, a wholly owned subsidiary in the Gujarat International Finance Tec-City (GIFT City), Gujarat on February 25, 2026.
B) STEP DOWN SUBSIDIARY COMPANY:
OMNICASH FINTECH PRIVATE LIMITED
Rivpe Technology Private Limited became a wholly owned subsidiary of the Company with effect from March 30, 2026. Consequent on acquisition of Rivpe Technology Private Limited, Omnicash Fintech private Limited, a Wholly Owned Subsidiary of Rivpe Technology Private Limited has become a step-down wholly owned subsidiary of the Company.
C) ASSOCIATE COMPANY:
MOBILEWARE TECHNOLOGIES PRIVATE LIMITED
During the financial year 2024-25, the Company made an investment of 9,742 Compulsorily
Convertible Preference Shares having a face value of Rs 100/- each for Rs 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 Rs 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, 2026, the Company holds 38.91% stake in Mobileware on a post issue and fully diluted basis.
During the year under review no company has ceased to be a subsidiary, Joint venture, associate of the company.
As perthe provisions of Section 129oftheCompaniesAct, 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 Companys website: https://ir.zaqqle.in/disclosures-requlation/
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Board of Directors
The Companys 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 31,2026, the Companys Directorate consists of six 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 Companys 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 Indias 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.
• 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.
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.
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/2023/1 2/policv-on-diversity-of-board-of- directors.pdf.
C) Changes to the Composition of Board of directors
Your Company made the following changes to the composition of Board of Directors:
1. Appointment:
During the year under review, no fresh appointments were made to the Board of Directors.
Subsequent to the close of the financial year 2025-26, 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 7, 2026 to May 6, 2028 by the members through postal ballot by remote electronic voting on May 4, 2026.
Further, the Board of Directors, at its meeting held on August 14, 2026, based on the recommendations of the Nomination and Remuneration Committee, approved the re-designation of Mr. Arun Vijaykumar Gupta (DIN: 05131228) as a Non-Executive Non-Independent Director from Non-Executive Independent Director of the Company, subject to approval of members in the ensuing Annual General Meeting.
2. Retirements and re-appointments at the Annual General Meeting (AGM):
a. AGM 2025:
Ms. Prerna Tandon (DIN:09652423), on the recommendations of the Nomination and Remuneration Committee and Board of Directors, was reappointed as a Non-Executive Independent Director of the Company in the Annual General Meeting on September 18, 2025 for second term of 5(five) consecutive years commencing from September 26, 2025 to September 25, 2030 (Both dated inclusive).
Dr. Raj PNarayanam (DIN: 00410032), who was liable to retire by rotation and being eligible, had offered himself for re-appointment as a Director of the Company, was reappointed as a Director of the Company at the 14th Annual General Meeting.
b. AGM 2026:
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Dr. Raj P Narayanam (DIN: 00410032), Executive
Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment as a director liable to retire by rotation. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, have recommended his reappointment.
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 (ICSI), brief particulars of the director proposed to be re-appointed are provided as an Annexureto the notice convening the AGM.
3. Cessation
Mr. Virat Sunil Diwanji (DIN: 07021146) resigned from the position of Non-Executive Non-Independent Director of the Company with effect from the closure of working hours on September 29, 2025. A copy of the resignation letter was circulated to the Board, and the Board of Directors took note of his resignation at its meeting. The Board placed on record its appreciation for the valuable guidance and contributions rendered by Mr. Virat Sunil Diwanji during his tenure as a Director of the Company.
D) 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, 2014 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 31,2026.
| Name | Designation |
| 1 Dr. Raj P Narayanam | Executive Chairman |
| 2 Mr. Avinash Ramesh Godkhindi | Managing Director and Chief Executive Officer |
| 3 Mr. Venkata Aditya Kumar Grandhi | Chief Financial Officer |
| 4 Ms. Hari Priya | Company Secretary and Compliance Officer |
During the year under review, there was no change in the Key Managerial Personnel. However, subsequent to the close of the financial year 2025-26, Mr. Venkata Aditya Kumar Grandhi resigned from the position of Chief Financial Officer of the Company with effect from the closure of working hours on April 3, 2026.
The Board of Directors, at its meeting held on April 3, 2026, based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, approved the appointment of Mr. Rajesh Tummalaganti as Interim Chief Financial Officer (Key Managerial Personnel and Senior Management) of the Company with effect from April 4, 2026, to discharge the duties of the Chief Financial Officer until the appointment of a Full-time Chief Financial Officer by the Board.
Further, at its meeting held on May 13, 2026, based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors approved the appointment of Mr. Venkatesh Ramachandran as the Group Chief Financial Officer (Key Managerial Personnel and Senior Management) of the Company with effect from May 18, 2026. Consequently, the tenure of Mr. Rajesh Tummalaganti as Interim Chief Financial Officer came to an end with effect closure of business hours on May 17, 2026 and he continues as a Deputy Chief Financial Officer.
Further, details of the Key Managerial Personnel of the Company as on date of the report are set out below:
| Name | Designation |
| 1 Dr. Raj P Narayanam | Executive Chairman |
| 2 Mr. Avinash Ramesh Godkhindi | Managing Director and Chief Executive Officer |
| 3 Mr. Venkatesh Ramachandran | Group Chief Financial Officer |
| 4 Ms. Hari Priya | Company Secretary and Compliance Officer |
Details of Senior Management Personnel 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, 2015, as on March 31,2026.
| Name of the Senior Management Personnel | Designation |
| 1 Mr. Saurabh Puri | Chief Business Officer |
| 2 Ms. Latha Iyer | Chief Human Resource Officer |
| 3 Mr. Srikanth Gaddam | Chief Technology Officer |
| 4 Mr. Venkata Aditya Kumar Grandhi | Chief Financial Officer |
| 5 Ms. Hari Priya | Company Secretary and Compliance Officer |
During the year under review, there is no change in the Senior Management Personnel.
Further, details of the Senior Management Personnel of the Company as on date of the report are set out below:
| Name of the Senior Management Personnel | Designation |
| Mr. Saurabh Puri | Chief Business Officer |
| Ms. Latha Iyer | Chief Human Resource Officer |
| Mr. Srikanth Gaddam* | Chief Technology Officer |
| Mr. Venkata Aditya Kumar Grandhi** | Chief Financial Officer |
| Mr. Rajesh Tummalaganti" | Deputy Chief Financial Officer |
| Mr. Venkatesh Ramachandran" | Group Chief Financial Officer |
| Ms. Hari Priya | Company Secretary and Compliance Officer |
*After the close of the financial year 2025-26, Mr. Srikanth Gaddam, Chief Technology Officer of the Company (Senior Management) has tendered his resignation on May 22, 2026. His last working day with the Company was May 27, 2026.
"Subsequent to the close of the financial year 2025-26, Mr. Venkata Aditya Kumar Grandhi resigned from the position of Chief Financial Officer of the Company.W.e.f. April 3, 2026 and Mr. Rajesh Tummalaganti was appointed as Interim Chief Financial Officer w.e.f. April 4, 2026 until appointment of New CFO. Subsequently, Mr. Venkatesh Ramachandran was appointed as Group chief financial officer w.e.f. May 18, 2026.
E) Independent Directors and their declaration of Independence
As on March 31, 2026, the Independent Directors of the Company included Mr. Abhay Raosaheb Deshpande, 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 continue to 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, 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.
F) Registration of Independent Directors in Independent Directors databank
All the Independent Directors of the Company have confirmed that they have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).
G) Familiarization Program of Independent Directors
In compliancewith 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 Companyto enable the Independent Directorsto 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.
H) Evaluation of Boards 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,theCompany had laid down the criteria for reviewing the performance ofthe Board, its Committees and individual Directors. The evaluation process of Directors inter alia considers attendance ofthe 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 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 12, 2026 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 12, 2026 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 organizations 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 long term and short term growth plans, operational matters including review of business and functional updates, financial results and other regulatory approvals, governance matters and internal controls.
I) 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 Companys 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, consider qualifications 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 Companys 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, prepares 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 Committees 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).
J) Committees of the Board of Directors
As on March 31,2026, 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) Executive Committee
vii) Special Purpose Committee
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 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are as follows:
| Name of the Committee | Composition of the Committee | Terms of reference |
| Audit Committee | a) Mr. Abhay Raosaheb Deshpande (C) | |
| b) Mr. Aravamudan Krishna Kumar (M) | ||
| c) Dr. Raj P Narayanam (M) | ||
| d) Ms. Prerna Tandon* (M) | ||
| Nomination and Remuneration | a) Mr. Aravamudan Krishna Kumar (C) | |
| Committee/ Compensation Committee | b) Mr. Abhay Raosaheb Deshpande (M) | |
| c) Mr. Arun Vijaykumar Gupta (M) | ||
| Stakeholders Relationship | a) Mr. Arun Vijaykumar Gupta (C) | |
| Committee | b) Ms. Prerna Tandon (M) | |
| c) Mr. Avinash Ramesh Godkhindi (M) | ||
| Corporate Social Responsibility Committee | a) Dr. Raj P Narayanam (C) | |
| b) Mr. Abhay Raosaheb Deshpande (M) | ||
| c) Mr. Avinash Ramesh Godkhindi (M) | ||
| d) Ms. Prerna Tandon** (M) | ||
| Risk Management Committee | a) Dr. Raj P Narayanam (C) | |
| b) Mr. Abhay Raosaheb Deshpande (M) | ||
| c) Mr. Avinash Ramesh Godkhindi (M) | ||
| Executive Committee | a) Dr. Raj P Narayanam (C) | |
| b) Mr. Abhay Raosaheb Deshpande (M) | ||
| c) Mr. Avinash Ramesh Godkhindi (M) | ||
| Special Purpose Committee | a) Dr. Raj P Narayanam (C) | |
| b) Mr. Abhay Raosaheb Deshpande (M) | ||
| c) Mr. Avinash Ramesh Godkhindi (M) |
# C - Chairman and M - Member
* Ms. Prerna Tandon has been appointed as member of Audit Committee w.e.f July 15, 2026
**Ms. Prerna Tandon has been appointed as member of Corporate Social Responsibility Committee w.e.f August 14, 2025
K) Meetings of the Board and Committees
The Board of Directors meets at regular intervals to discuss and decide on the Companys policies and strategy apart from other Board matters. The Company has conducted 8 (eight) 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.
L) 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 endeavor 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 endeavor 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 these meetings, the Independent Directors carried out annual performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole. They also reviewed the overall performance of the Company and deliberated upon the quality,
adequacy, and timeliness of information placed before the Board for its consideration.
M) 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 Companys strategy, operations, product and service offerings, markets, organization structure, quality and risk management etc.
N) 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.zaqqle.in/wp- content/uploads/2023/1 2/terms-and-conditions-of- appointment-of-independent-directors.pdf
O) Directors and Officers Insurance (D and O insurance)
The Company has in place 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.
P) 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.
Q) 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. V Seshu Murty,
Practicing Company Secretary, representing M/s V SESHU MURTY & Co, Hyderabad, (Peer review Certificate No. 2525/2022), Secretarial Auditor of the Company and forms part of the Annual Report.
R) 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.
S) 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.
15. AUDITORS
A) Statutory Auditors
M S K A & Associates LLP, Chartered Accountants, Hyderabad (ICAI Firm Registration No. 105047W/ W101187) (Formerly known as M S K A and Associates) were appointed as Statutory Auditors of the Company at the 11th Annual General Meeting to hold office from the conclusion of 11th Annual General Meeting till conclusion of 15th Annual General Meeting. Accordingly, they will complete their present term on conclusion of the ensuing Annual General Meeting.
The Board, on the recommendation of the Audit Committee, has recommended the reappointment of M S KA& Associates LLP, Chartered Accountants, as Statutory Auditors of the Company, for a second term of 5 (five) years from the conclusion of 15th Annual General Meeting till the conclusion of 20th Annual General Meeting of the Company. Further details as required under Regulation 36(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are set out in the Notice convening the 15th Annual General Meeting of the Company.
M S K A & Associates LLP has confirmed their eligibility and qualification required under the Act for holding the office as Auditors of the Company.
Comments on Auditors Report
The Audit reports dated May 13, 2026 issued by M S K A & Associates LLP, Chartered Accountants, Statutory Auditor on the Companys Standalone and Consolidated financial statements for the financial year ended 2025-26 is part of the Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark.
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, 2014, regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and based on the recommendation of the Audit Committee and of the Board of Directors, Mr. V Seshu Murty, Practicing Company Secretary, representing M/s. V SESHU MURTY & Co, Hyderabad, (Peer review Certificate No. 2525/2022), Secretarial Auditor of the Company was appointed as Secretarial Auditor of the Company for a period of 5 (five) consecutive years from the financial year 2025-26 till the financial year 2029-30, in annual General meeting held on September 18, 2025 for conducting Secretarial Audit and issue the Secretarial Compliance Report.
The Secretarial Audit Report dated August 14, 2026, issued by the Secretarial Auditor is annexed as Annexure-ll and forms an integral part of the Boards 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 which are self explanatory and does not call for further comments.
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.
D) Internal Auditor
R Y M & Co. LLP, Chartered Accountants, were appointed as an Internal Auditor of the Company for the Financial Year 2025-26 in the Board meeting held on May 12, 2025 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 organizations 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 organizations 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 three 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.
16. 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.
17. CEO & CFO CERTIFICATION
Mr. Avinash Ramesh Godkhindi, Managing Director and Chief Executive Officer and Mr. Rajesh Tummalaganti, Interim Chief Financial Officer (as on the date of signing the certificate) 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. The Managing Director and Chief Executive Officer and 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.
18. 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 Companys website https://ir,zaqqle. in/wp-content/uploads/2023/1 2/nomination-and- remuneration-policy.pdf.
19. CODE FOR PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 in place. The Code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Companys 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.
20. 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 behavior.
A mechanism has been established for employees and other stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct and Ethics, and leak of price- sensitive information under the Companys 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 Companys website https:// ir.zaqqle.in/wp-content/uploads/2023/1 2/Whistle- Blower-Policy.pdf
21. MATERIAL SUBSIDIARY POLICY
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Companys website and can be accessed at Companys website https://ir.zaggle.in/wp-content/ uploads/2023/1 2/policy-for-determining-material- subsidiaries.pdf.
During the financial year 2025-26, the Company does not have any material subsidiary.
22. 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 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. No complaints 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 2025-26:
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
23. 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.
24. 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.
| Name of the policy | Brief description | Web Link |
| Vigil Mechanism / Whistle Blower Policy | The Company has adopted the whistle-blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. It also provides for adequate safeguards against victimization of employees who availed the mechanism and also provides for direct access to the Chairperson of the Audit Committee. | |
| Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information | The Company has adopted a Code of Conduct to Regulate, Monitor & Report Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as per the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation 2015, with a view to regulate trading in securities by the Directors and Designated Persons and their immediate relatives while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed and other certain situations. | |
| Nomination and Remuneration Policy | This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non- executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and senior management of the Company | |
| Corporate Social Responsibility Policy | The policy outlines the Companys strategy to bring about a positive impact on Society through programs relating to hunger, poverty, education, healthcare, environment, relief, disaster management etc., as per the provisions of the Companies Act, 2013. | |
| Policy for Determining Material Subsidiaries | The policy is used to determine the material subsidiaries and material non - listed Indian subsidiaries of the Company and to provide the governance framework for them. | |
| Policy on Materiality of and Dealing with Related Party Transactions | The policy regulates all transactions between the Company and its related parties | |
| Policy on Preservation of Documents | The policy deals with the preservation of corporate records of the Company | |
| Policy on Archival of Documents | The policy deals with the retention and archival of corporate records of the Company | |
| Dividend Distribution Policy | This Policy is to ensure the right balance between the quantum of Dividend paid and amount of profits retained in the business for various purposes | |
| Policy on Determination of Materiality of Event | The Policy is to determine materiality of events or information relating to the Company and to ensure timely and accurate disclosure on all material matters concerning the Company. | |
| Risk Management Policy and Procedures | This policy sets out the objectives and accountabilities for the management of risk within the Company such that it is structured, consistent and effective | |
| Business Responsibility and Sustainability Reporting Policy (BRSR) | The main objective of the BRSR policy is to Promote Transparency, Ensure Compliance with laws and regulations related to sustainability and social responsibility reporting, Enhance stakeholder engagement and Leading to continuous improvement | |
| Policy on Diversity of Board of Directors | The policy ensures that a diverse Board which will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced growth of the Company. | |
| Anti-Bribery and Anti- Corruption Policy | The Company has adopted this policy to sets up adequate procedures in order to prevent the Companys involvement in any activity relating to bribery, facilitation payments, or corruption, even where the involvement may be unintentional. | |
| Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives | This code Regulates any kind of Insider Trading by designated persons | |
| Policy on Prevention of Sexual Harassment | The policy aims at providing a safe work environment for women at workplace |
25. 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 Companys 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 Companys 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.
Based on the assessment undertaken by the Management and the Risk Management Committee, no material risks were identified during the year under review that, in the opinion of the Board of Directors, may threaten the existence of the Company. The Company continues to monitor emerging and evolving risks and undertakes appropriate measures to mitigate their potential impact. The key risks and mitigation measures are discussed in detail in the Management Discussion and Analysis Report forming part of this Annual Report.
26. 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 Companys website at https://ir.zaqqle.in/wp-content/uploads/2023/12/ Corporate-Social-Responsibilitv-Policy.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 the Act and the Rules made thereunder, the Company has spent an amount of Rs 13.82 million for the financial year 2025- 26 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.
27. 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.
28. 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.
29. 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 31,2026 in prescribed Form AOC-2 is annexed to this Boards Report as Annexure-IV. Further there are no materially significant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnels 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 arms 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 Companys website at https://ir,zaqqle. in/wp-content/uploads/2026/03/policv-on-materialitv-of- related-party-transaction.pdf
30. 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) of the Companies (Accounts) Rules, 2014 is annexed in Annexure-V.
31. ANNUAL RETURN
The Annual Return of the Company for the financial year 2025-26 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 Companys website at the link https://ir.zaqqle.in/annual-returns-2/
32. 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.
33. CORPORATE GOVERNANCE
A separate report on Corporate Governance as required under Schedule V (C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as a separate section forming part ofthis report. The certificate from Mr. V Seshu Murty, Practicing Company Secretary, representing M/s V SESHU MURTY & Co, Hyderabad, (Peer review Certificate No. 2525/2022), with regard to compliance of conditions of corporate governance as stipulated under part E Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.
34. 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.
35. INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has adopted Indian Accounting Standards with effect from April 1, 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.
36. 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.
37. 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.sinqhigizaqqle.in.
38. 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 under section 124(5) of the Companies Act, 2013.
39. 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.
40. 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.
41. 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.
42. 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 Companys operations in future.
43. CREDIT RATING
During the year under review, CARE Ratings Limited assigned a credit rating of CARE A-; Stable to the Companys Long-Term Bank Facilities on July 16, 2025. Subsequently, on March 4, 2026, CARE Ratings Limited continued to assign a rating of CARE A-; Stable to the Companys Long-Term Bank Facilities.
The rating reflects the Companys creditworthiness and its ability to meet its financial obligations in a timely manner.
44. 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.
45. 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 Companys management team and its shareholders, analysts, and the broader investment community. The primary goal of investor relations is to effectively communicate the Companys 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 Companys officials participate in investor conferences, roadshows, and earnings calls, where they provide updates on the Companys 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 Companys reputation, maximizing shareholder value, and supporting its long-term growth objectives.
46. 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.
47. 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 Companys 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 Stakeholders Relationship Committee.
48. 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.
49. 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, 2026 | DIN:05250791 |
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