Dear Members,

Your Directors are pleased to present the 13^th Annual Report of the Company for the financial year ended March 31, 2024.

1. FINANCIAL RESULT

The Summary of the Company's financial result for the financial year 2023-24 as compared to the previous financial year 2022-23 is given below:

(' in Million)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from operations	7,755.98	5,534.60	7,755.98	5,534.60
Other Income	112.71	11.15	112.71	11.15
Total Income	7,868.69	5,545.75	7,868.69	5,545.75
Expenditure	7,050.08	5,053.64	7,050.08	5,053.64
Profit before exceptional items, finance costs, depreciation, and taxes	818.61	492.11	818.61	492.11
Less:
Finance Cost	137.17	113.77	137.17	113.77
Depreciation and Amortization	83.63	61.99	83.63	61.99
Profits before exceptional items and tax	597.81	316.35	597.81	316.35
Exceptional Items	0	0	0	0
Net Profit for the year before Taxes
Less: Provision for Taxes
Current Tax	162.11	85.97	162.11	85.97
Deferred Tax Assets	(4.50)	1.37	(4.50)	1.37
Prior Year tax
Profit after tax (PAT)	440.20	229.01	440.20	229.01
Other Comprehensive Income	(2.96)	0.34	(2.96)	0.34
Total Comprehensive Income for the year	437.24	229.35	437.24	229.35

2. PERFORMANCE REVIEW

The Company has recorded total revenue of ' 7,868.69 Million during the year as against ' 5,545.75 Million in the previous year, recording a quantum jump of over 41.89% in the total revenue. The net profit after provision for tax is ' 440.20 Million as against net profit after tax of ' 229.01 Million in the previous year.

Your Directors are optimistic about Company's business and hopeful of better performance with increased revenue in the current year.

Business Performance

Zaggle is one of the first home-grown new age SaaS fintech companies listed in India, with a mission to digitise 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 of the largest number of issued payment instruments ( prepaid Cards & Commercial Credit Cards) in India in partnership with our banking partners. We operate through three 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.

Corporates and Users added

The Company catered to 3,016 customers in financial year 2023-24 compared to 2,411 customers in previous financial year 2022-23. The number of users grew to 2.73 Mn in financial year 2023-24 from 2.27 Mn in previous financial year 2022-23.

New Product launches

This year the Company's latest product offering “Zoyer” started getting great traction and contributed meaningfully to the revenues. The Company sees positive signals for greater uptake for the value proposition of Zoyer bundled with commercial credit cards in the upcoming quarters.

The Company launched its Spend analytics platform “Zatix” the year under review. This platform would empower the Businesses with Real Time Analytics solution and Integrated Commercial credit card (Purchase and Corporate Travel and Expense cards) for enhanced Spend Management and Data-driven decision-making.

The Company also launched Forex programme via partnership with banks and authorised dealers. This will help the Company to expand its offering in the space of forex cards which is a huge space with large profit pools. The Company will see this program start to clock in revenues in the financial year 2024-25.

Fleet management is a multibillion-dollar opportunity in India and globally. The Company launched its Fleet loyalty program and signed up the first contract with Torrent Gas this year. The Company see this as a big opportunity in the upcoming years.

Banking Partnerships for cards

The Company signed up with BOB Financial Solutions Limited (BFSL) for Implementing Commercial card Onboarding & value-added services platform for BFSL.

size is approximately USD 20 Mn in next 5 years.

The Company has contracted to provide services to Axis Bank whereby the Company's accounts payable software & expense management software, and the Axis bank Corporate Credit Cards and Forex Cards are bundled and jointly offered to the Company's corporate customers to drive card spends & greater usage of the software. The Company can leverage its existing corporate base to sell Axis Bank commercial credit and Forex cards tightly coupled with the Company's accounts payable and expense management software.

Business Partnerships

The Company has got into a strategic collaboration with Kotak Mahindra bank. Through this co-brand agreement, corporates will have access to a unified offering comprising of a suite of financial products, including Kotak's payroll banking services, such as salary accounts and co-branded prepaid cards, seamlessly integrated with the Company's marketleading SaaS solutions, specifically designed for employee flexi-benefits and travel and expense management (Zaggle SAVE). This integration will enable working professionals to boost their incomes through flexible benefits designed to facilitate tax savings, giving complete visibility and greater control over their pay, flexi-benefits, advances, reimbursements, and spending, all of which would be accessible through a single mobile app.

The Company got empanelled with three public sector banks - Punjab National Bank, Indian Bank and Canara Bank as their Fintech partners for providing digitization solutions. Now the Company has public sector banks as its partners along with marquee private banks. The Company sees substantial business coming from these PSB's over the next 2 years to 3 years.

The Company has partnered with travel companies like EaseMyTrip and Riya travels which will help it offer Integrated Travel & Expense Management Solutions to its Corporate Clients. Travel and Expense is a critical component in the Spend management space and this functionality would significantly enhance the Company's offerings to its Enterprise customers.

With Visa Worldwide Pte, the Company has signed a Growth agreement for the issuance of Forex CoBrand Cards. Visa will also pay incentives to the Company on Forex transactions basis defined spend commitments. The Company would leverage its existing corporate base to sell forex cards to employees of the corporate clients, and it can be tightly coupled with the Company's expense management solution. The deal

The Company has signed up to be a Co-brand partner with Nishi Forex who is an Authorised Dealer II for forex card to carry out activities such as Sales and Distribution, Marketing and Campaigning bundled with the Company's expense management to drive card spends & greater usage of the software. Subject to RBI approval the product launch will be done in due course.

3. DIVIDEND

The Board of Directors of the Company after considering various factors, business strategies and investment requirements for growth plan, decided to conserve funds to maximize the Shareholders wealth on a long run and hence did not recommend any dividend during the FY 2023-24.

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

4. TRANSFER TO GENERAL RESERVES

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

5. BOOK CLOSURE

The Register of Members and Share Transfer Books of the Company will be closed from Thursday, September 19, 2024, to Wednesday, September 25, 2024 (both days inclusive) for the purpose of Annual General Meeting of the Company.

compliance with the Rule 19(2)(b) of the Securities Contracts (Regulation) Act, 1957

The Company has allotted equity shares in the Pre-IPO Placement pursuant to the resolution passed by the Board, in the manner as set forth below:

Date of allotment	Number of equity shares allotted	Issue price per equity share (?)
August 16, 2023	44,51,219	164.
August 21, 2023	15,24,390	164
Total	59,75,609

B) IPO:

During the year under review, the Company made an IPO of 34,352,255 equity shares of face value of ' 1/- each of the Company for cash at a price of ' 164/- per equity share, including a premium of ' 163/- per equity share aggregating to ' 5633.77 Million, comprising of a fresh issue of 23,902,439 equity shares aggregating to ' 3,920 Million and an offer for sale of 1,04,49,816 equity shares aggregating up to ' 1,713.77 Million by the selling shareholders. The IPO was opened on September 14, 2023 and closed on September 18, 2023. The IPO was led by BRLMs viz. ICICI Securities Limited, Equirus Capital Private Limited, IIFL Securities Limited and JM Financial Limited. The Company successfully completed the IPO process and the equity shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited on September 22, 2023.

6. INITIAL PUBLIC OFFERING (IPO)

A) Pre- IPO Placement:

The Company, in consultation with the Book Running Lead Managers (BRLMs), has undertaken the Pre-IPO Placement of 59,75,609 equity shares at an issue price of ' 164/- per equity share (including a premium of ' 163/- per equity share) for an amount aggregating to ' 980.00 Million, by way of a preferential issue in accordance with Section 42, 62 of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 and Companies (Share Capital and Debentures) Rule, 2014, as amended. The Pre-IPO Placement has been undertaken pursuant to the approval of the Board of Directors and Shareholders at their meeting held on August 10, 2023 and August 11, 2023, respectively. The amount raised from the Pre IPO Placement was reduced from the fresh issue, subject to

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

Object	Amount Allocated (' in Million)		Amount Utilized as on March 31, 2024 (' in Million)
Expenditure towards customer acquisition and retention	3,000.00		852.67
Expenditure towards development of technology and products	400.00		6.13
Repayment or prepayment of certain borrowings, in full or in part, availed by the Company	170.83		168.00
Object		Amount		Amount
		Allocated (' in Million)		Utilized as on March 31, 2024 (' in Million)
General corporate purposes (GCP)		50.77		1.62

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

Your Directors would like to thank the BRLMs and legal counsels involved with the IPO for helping the Company achieving successful IPO and listing. Your Directors would also like to thank the regulators Securities and Exchange Board of India, BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Registrar of Companies for enabling the Company to take its equity story to the public market. Last but not the least, your Directors extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company & its management.

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 of the Company to which the financial statements relate and the date of this report.

8. DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of Section 2(31) read with Chapter V of the Companies Act, 2013 and Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on March 31, 2024.

9. LISTING AND CUSTODIAN FEES

The equity shares of the Company are listed at BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The applicable annual listing fees were paid before the due date. The annual custodian fees have also been paid to the depositories before the due date.

10. SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2024 was ' 15,00,00,000/- divided into 15,00,00,000 equity shares of ' 1/- each. The paid-up equity share capital as on March 31, 2024 stood at ' 12,24,82,493/- divided into 12,24,82,493 equity shares face value of ' 1 /- each

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

• Pursuant to a resolution passed by the Board of Directors at their meeting dated August 10, 2023 and the Shareholders at their extraordinary general meeting dated August 11, 2023, the Company has increased its authorized share capital from ' 12,00,00,000/- to ' 15,00,00,000/-

• Pursuant to the Pre IPO-Placement as mentioned in point no. 6 of this report, the Company has issued and allotted 59,75,609 equity shares of ' 1/- each at a premium of ' 163/- per share aggregating to ' 980.00 Million through preferential issue. The Paid up capital of the Company increased to ' 9,81,94,319/-

• During the year under review, the Company has made an Initial Public Offering of 34,352,255 equity shares of face value of ' 1/- each of the Company for cash at a price of ' 164/- per equity share, including a premium of ' 163/- per equity share aggregating to ' 5,633.77 Million, comprising of a fresh issue of 23,902,439 equity shares aggregating to ' 3,920.00 Million and an offer for sale of 10,449,816 equity shares aggregating up to ' 1,713.77 Million by the selling shareholders. The Paid up capital of the Company increased to ' 12,20,96,758/-.

• The Board of Directors at their meeting held on February 06, 2024 have allotted 385,735 equity shares of ' 1/- each, upon exercise of stock options by eligible employees under Zaggle Employee Stock Option Scheme 2022 (“Zaggle ESOP 2022” or “Scheme”). The Paid up capital of the Company increased to Rs. 12,24,82,493/-

• Further the Board of Directors at their meeting held on July 30, 2024 have approved the allotment of 1,24,306 equity shares of ' 1/- each, upon exercise of stock options by eligible employees under Zaggle ESOP 2022. As on the date of this report the Paid up capital of the Company increased to ' 12,26,06,799/-

11. DEBENTURES:

During the previous financial year 2022-23, the Company had successfully raised ' 500 Million, by way of allotment of 500 secured, unlisted, rated nonconvertible debentures (NCDs) having a face value of ' 10,00,000 each, pursuant to Board resolution passed by Board of directors in its meeting held on November 30, 2022 in accordance with the terms specified under the private placement offer cum application letter dated November 30, 2022. The proceeds of the Issue have been fully utilized for the purpose for which it was raised. During the year under review, the company prepaid the NCDs.

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, subsequent to the Initial Public Offering (‘IPO') of its equity share, the Company amended the ZAGGLE ESOP 2022 by passing special resolutions via Postal Ballot dated November 09, 2023, to meet regulatory requirements mandated by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review, the Board of Directors at their meeting held on February 06, 2024 have allotted 385,735 equity shares of ' 1 each, upon exercise of stock options by eligible employees under Zaggle ESOP 2022.

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

The Board of Directors at their meeting held on July 30, 2024 have allotted 1,24,306 equity shares of ' 1/- each, upon exercise of stock options by eligible employees under Zaggle ESOP 2022.

The Company has obtained certificate from M/s. S S Reddy & Associates, Practicing Company Secretaries, 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.

The details of Company's stock option Schemes as required under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company's website https://ir.zaggle.in/.

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

During the year under review, the following were the changes in the Subsidiary/Joint Venture/Associate of the Company:

A) Subsidiary Company:

During the financial year 2022-23, the Company has incorporated M/s. Zaggle Technologies Limited, a private company as a wholly-owned subsidiary, in the United Kingdom under the UK Companies Act, 2006 on January 12, 2023 with the Registrar of Companies, England and Wales.

The subsidiary had not commenced any business or conducted any operations, transactions or activities since the date of its incorporation. Zaggle Technologies Limited was not a material subsidiary of the Company.

On August 26, 2023, Zaggle Technologies Limited has applied to the Registrar of Companies in the United Kingdom to strike its name off the register, in compliance with applicable provisions of the UK Companies Act 2006. Accordingly, the Zaggle Technologies Limited got dissolved w.e.f. November 21, 2023. As on the date of this report, the Company is not having any Subsidiary Company.

B) Associate Company:

During the year under review, 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 ' 10/- each constituting of 45% of the total equity capital of Span Across and accordingly, it became an associate Company. This acquisition will help the Company in achieving inorganic growth and gives opportunity to enter new segment of employee related business, which will benefit all the stakeholders associated with the Company including shareholders at large.

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

14. CHANGE OF REGISTERED OFFICE

The Board of Directors at their meeting held on July 30, 2024 have approved to shift the registered office of the Company within local limits of the city of Hyderabad from 301, III Floor, CSR Estate, Plot No.8, Sector 1, HUDA Techno Enclave, Madhapur Main Road, Hyderabad, Rangareddi 500081, Telangana, India, to 15th Floor - Western Block, Vamasiram - Suvarna Durga Tech Park, Nanakramguda Village, Serilingampally Mandal, GHMC Serilingampally Circle, Ranga Reddy District, 500032, Telangana, w.e.f. August 31, 2024.

15. CHANGE OF CORPORATE IDENTIFICATION NUMBER (CIN)

Pursuant to the listing of equity shares of the Company on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), the Corporate Identification Number of the Company has changed from U65999TG2011PLC074795 to L65999TG2011PLC074795 and status has been changed from Unlisted to Listed in the Company's Master Data on the website of the Ministry of Corporate Affairs (MCA).

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A) Board of Directors

The Directors of the Company are eminent persons of proven competencies and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings. The Company recognizes and embraces the importance of a diverse board in its success.

The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industry experience and gender which will help the Company to retain its competitive advantage.

As on March 31, 2024, the Company's Directorate consisting of six Directors out of which three Directors were Independent Directors including one Woman Director. Mr. 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.

The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

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 brings together individuals from different backgrounds, experiences, and perspectives. This diversity of thought and expertise can lead to more robust and well- rounded decision-making processes. By considering a wider range of viewpoints, boards can avoid groupthink and make more informed and innovative choices.

• Enhanced problem-solving: Diverse boards tend to be more effective in addressing complex problems. The varied backgrounds and experiences of board members enable them to approach challenges from multiple angles. This diversity of perspectives can result in more effective problem-solving and better outcomes for the organization.

• Improved corporate governance: Diverse boards can contribute to better corporate governance practices. When a board comprises individuals with diverse skills, knowledge, and experiences, it ensures a more comprehensive oversight of the Company's activities. This can help in addressing conflicts of interest, promoting transparency, and ensuring accountability.

• Better understanding of customers and markets: India is a diverse country with a wide range of cultures, languages, and consumer preferences. Having diverse boards can provide valuable insights into the diverse needs and preferences of customers in different regions and segments of the market. This understanding can help companies tailor their products, services, and marketing strategies to effectively target and serve diverse customer groups.

• Increased creativity and innovation: Diversity stimulates creativity and innovation within organizations. By incorporating diverse perspectives, boards can foster a culture of openness, collaboration, and inclusivity. Different viewpoints can challenge existing norms, encourage fresh ideas, and lead to more innovative solutions and strategies.

• 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: Companies with diverse boards often enjoy a positive reputation for being inclusive and socially responsible. Such companies are perceived as more attuned to societal values and needs. Board diversity can enhance the Company's brand image, attract diverse talent, and build trust with stakeholders, including investors, customers, and employees.

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

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

C) Appointment/Reappointment

During the year under review, Mr. Raj P Narayanam (DIN: 00410032) was reappointed as Whole time Director with designation as Executive Chairman w.e.f. June 01, 2023, pursuant to resolution passed at the meeting of Board of Directors and special resolution passed at the Extra-Ordinary General Meeting of the Company held on May 24, 2023 and June 23, 2023 respectively.

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

In order to comply with the provisions of Section 152 (6) of the Companies Act, 2013 and rules applicable thereunder, the appointment of Mr.Arun Vijaykumar Gupta (DIN: 05131228) Non-Executive Director is liable to retire by rotation at this Annual General Meeting, being eligible offers himself for re-appointment. 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 2 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 annexure to the notice convening the AGM.

D) Retirements and Resignations

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

E) Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 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, 2024.

Sr No	Name	Designation
1	Mr. 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

F) Cessation of Key Managerial Personnel

During the year under review, the Company had promoted Mr. Vidya Niwas Khetawat as Chief Investor Relations Officer (CIRO) of the Company w.e.f. August 25, 2023 and subsequently ceased as a Key Managerial Personnel of the Company.

G) Independent Directors and their declaration of Independence

As on March 31, 2024, the Independent Directors of the Company included Mr. Abhay Deshpande Raosaheb, Mr. Aravamudan Krishna Kumar and Ms. Prerna Tandon. All the Independent Directors of the Company have furnished necessary declaration in terms of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming that they meet the criteria of independence as stipulated under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience including the proficiency required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company. In terms of Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

H) Registration of Independent Directors in

Independent Directors databank

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

I) Familiarization Program of Independent

Directors

In compliance with Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and Schedule IV of the

Companies Act, 2013 the Company has a structured program for orientation and training of Directors so as to enable them to understand the nature of the industry in which the Company

operates, business model of the Company and roles, rights, and responsibilities of Independent Directors.

The Program aims to provide insights into the Company to enable the Independent Directors to be in a position to take well-informed timely decisions and contribute significantly to the Company. The Independent Directors of the Company are given every opportunity to familiarize themselves with the Company, its management, and its operations so as to understand the Company, its operations, business, industry and environment in which it functions.

Independent Directors are also issued an appointment letter detailing their role, duties and responsibilities, remuneration and performance evaluation process.

J) Evaluation of Board's Performance

In terms of section 134 (3) of the Companies Act, 2013 read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had laid down the criteria for reviewing the performance of the Board, its Committees and individual Directors. The evaluation process of Directors inter alia considers attendance of the Directors at Board and Committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy etc.

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

The Nomination and Remuneration Committee at their meeting held on February 06, 2024 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 06, 2024 have carried out an annual evaluation of the performance of Independent Directors.

The evaluation process broadly covers the following parameters:

i) Board - ? Board structure and composition,

? Board meetings, information flow and agenda, ? Board culture, relationships and dynamics, ? strategy, business performance,

? succession planning, ? risk management,

? continuous improvement, etc.

ii) Board Committees - ? Overall Committees of the Board, ? composition and diversity,

? leadership of the Chair, ? meetings frequency and duration, ? succession planning of the Committee members,

? interaction with management, quality of discussions, ? stay abreast of novel scientific and technological developments and innovations, ? quality of agenda and supporting documents, etc.

iii) Individual Directors - ? Attendance in meetings, ? experience and expertise,

? participation and contribution in Board deliberation, ? preparedness in subjects,

? understanding of governance, regulatory, financial and fiduciary requirements, ? stay up to date and brings insight on the industry,

? up to date on corporate governance trends and development,

? focused on improving shareholders value,

? understanding of organization's strategy and risk environment, sufficiently challenges management to set and stretch goals,

? maintain high standards of ethics, integrity, confidentiality and adherence to the Code of Conduct,

? strong desire to make the Board an even better version of itself, etc.

iv) Chairman

- ? Evaluated on the above parameters for individual Directors.

? evaluated on effective leadership,

? moderatorship and conduct of impartial discussions,

? seeking participation from Board members and ? availability for other Board members and constructive feedback..

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

K) Statement Regarding Opinion of the Board with regard to Integrity, Expertise and Experience (Including the Proficiency) of the Independent Directors appointed during the Year Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee for appointment as Independent Director on the Board. The Committee, inter alia, considers qualification positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other Companies by such persons in accordance with the Company's Policy for determining qualifications, positive attributes and independence of a director. The Committee evaluates the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director.

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

L) Committees of the Board of Directors

As on March 31, 2024, the Board has the following Committees:

i) Audit Committee

ii) Nomination and Remuneration Committee/ Compensation Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee

vi) IPO Committee

vii) Executive Committee

The Board of Directors at their Meeting held on July 30, 2024 have approved the dissolution of the IPO Committee with immediate effect in terms of respective provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Terms of reference
Audit Committee	a) Mr. Abhay Deshpande Raosaheb (C)	The terms of reference have been
	b) Mr. Aravamudan Krishna Kumar (M)	discussed in detail in the Corporate
	c) Mr. Raj P Narayanam (M)	Governance Section of the Annual Report.
Nomination and Remuneration	a) Mr. Aravamudan Krishna Kumar (C)
Committee/ Compensation	b) Mr. Abhay Deshpande Raosaheb (M)
Committee	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	a) Mr. Raj P Narayanam (C)
Committee	b) Mr. Abhay Deshpande Raosaheb (M)
	c) Mr. Avinash Ramesh Godkhindi (M)
Risk Management Committee	a) Mr. Raj P Narayanam (C)
	b) Mr. Abhay Deshpande Raosaheb (M)
	c) Mr. Avinash Ramesh Godkhindi (M)
IPO Committee	a) Mr. Raj P Narayanam (C)
	b) Mr. Abhay Deshpande Raosaheb (M)
	c) Mr. Avinash Ramesh Godkhindi (M)
Executive Committee	a) Mr. Raj P Narayanam (C)
	b) Mr. Abhay Deshpande Raosaheb (M)
	c) Mr. Avinash Ramesh Godkhindi (M)

# C - Chairman and M - Member

M) Meetings of the Board and Committees

The Board of Directors meets at regular intervals to discuss and decide on the Company's policies and strategy apart from other Board matters.

The Company has conducted Eighteen (18) Board meetings during the financial year under review. The intervening gap between any two 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 Chapter on Corporate Governance.

N) Independent Directors Meeting

In 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. 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 one time without the presence of Executive Directors and other members of the Management. The Company is ready to facilitate more such sessions as and when required by the Independent Directors. During this meeting, the Independent Directors reviewed the performance of the Company, the Chairman, Board and the quality of information given to the Board were also discussed.

O) Training of Independent Directors

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of the Company, the Executive Directors/ Senior Managerial Personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, quality and risk management etc.

P) Terms and Conditions of Appointment of Independent Directors

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

Q) Directors and Officers insurance (‘D and O insurance')

The Company has procured D & O liability insurance policy that covers the members of the Board and Officers of the Company for such quantum and risks as determined by its Board of Directors.

R) Declaration from Directors

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

S) Certificate from Company Secretary in practice

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has obtained a certificate from M/s. S. S. Reddy & Associates, Practicing Company Secretaries,

Hyderabad (Firm Registration Number S2008AP101300) and forms part of the Annual Report.

T) Directors' Responsibility Statement

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

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

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

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

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

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

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

U) Succession Planning for the Board and Senior Management

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

17. AUDITORS

A) Statutory Auditors

M/s P R S V & Co. LLP, were appointed as Statutory Auditors of the Company, vide the resolutions passed by the Board of Director at their meeting held on June 20, 2015 in place of the casual vacancy and the same was regularised by the shareholders in Extraordinary General Meeting (EGM) held on July 17, 2015.

Further, the Company has reappointed M/s P R S V & Co. LLP, as Statutory Auditors to hold office from the conclusion of 4th Annual General Meeting till the conclusion of the 9th Annual General Meeting of the Company

Thereafter, they were appointed as Statutory Auditors for a second term to hold office from the conclusion of 9th Annual General Meeting till the conclusion of the 14th Annual General Meeting of the Company

M/s. M S K A & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 105047W) were appointed as joint statutory auditors of the Company to hold office from the conclusion of 11th Annual General Meeting till the conclusion of the 15th Annual General Meeting of the Company.

Further to their discussions with management, M/s P R S V & Co LLP, Chartered Accountants, has expressed to discontinue as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting. Accordingly, the statutory audits of the Company from Financial Year 2024-25 and onwards, will be carried out by the other auditor viz. M/s. M S K A & Associates.

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

Comments on Auditors Report

The Audit reports dated May 23, 2024 issued by the M/s. P R S V & Co. LLP, Chartered Accountants, and M/s. M S K A & Associates, Chartered Accountants, Joint Statutory Auditors on the Company's Standalone and Consolidated financial statements for the financial year ended 2023-24 is part of the Annual Report. There has been no qualification, reservation or adverse remark in their Report.

B) Cost Auditor

The provisions of Section 148 of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company. Accordingly, the Company is not required to appoint a Cost Auditor.

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 the Board of Directors have appointed M/s. S. S. Reddy & Associates, Practicing Company Secretaries, Hyderabad (Firm Registration Number S2008AP101300) as a Secretarial Auditor of the Company for the financial year 2023-24 at their meeting held on May 24, 2023.

The Secretarial Audit Report dated July 30, 2024, issued by the Secretarial Auditor is annexed in Annexure-II and forms an integral part of the Board's Report. There has been no qualification, reservation or adverse remark in their Report.

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 and the same is annexed in Annexure-III.

Based on the consent received from M/s. S. S. Reddy & Associates, Practicing Company Secretaries, Hyderabad (Firm Registration Number S2008AP101300) and on the recommendation of the Audit Committee, the Board of Directors has approved their appointment as the Secretarial Auditor of the Company for FY 2024-25. They have confirmed their eligibility for the said reappointment.

D) Internal Auditor

M/s. R Y M & Co. LLP, Chartered Accountants, were appointed as an Internal Auditor of the Company for the Financial Year 2023-24 in the Board meeting held on May 24, 2023 to reports to the Audit Committee about the adequacy and effectiveness of the internal control system of the Company. The recommendations of the internal auditor on improvements required in the procedures and control systems are also presented to the Audit Committee.

Internal Audit and Control System:

Internal audit and control systems play a crucial role in ensuring the efficient and effective operation of organizations across various sectors. Internal audit refers to the independent and objective examination of an organization's activities, processes, and controls to assess their adequacy, reliability, and compliance with relevant laws, regulations, and internal policies. The primary objective of internal audit is to provide assurance to management and stakeholders that risks are identified, managed, and mitigated appropriately.

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

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

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

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

adapt to changing business environments, and enhance overall performance and accountability.

The Company has an Audit Committee consisting of Two Independent Directors and one Executive Director. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control system and suggests improvements if any for strengthening them.

18. 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 Joint 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.

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

20. 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. 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

19. CEO & CFO CERTIFICATION

Company's website https://ir.zaggle.in/wp-content/ uploads/2023/12/nomination-and-remuneration-policy. pdf

21. CODE FOR PREVENTION OF INSIDER TRADING

The Company adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Company's website at https://ir.zaqqle.in/wp-content/uploads/2023/12/ code-of-practices-and-procedures-for-fair-disclosure- of-unpublished-price-sensitive-information.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 relative 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.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

no complaints were reported under the Whistle Blower Policy. The Whistle Blower Policy is available on the Company's website https://ir.zaggle.in/wp-content/ uploads/2023/12/Whistle-Blower-Policy.pdf

23. MATERIAL SUBSIDIARY POLICY

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

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

All present employees and Whole-time Directors of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees and other stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct and Ethics, and leak of price-sensitive information under the Company's Code of Conduct formulated for regulating, monitoring, and reporting by Insiders under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the Chairman of the Audit Committee. During the year under review,

The Company has constituted the various Internal Complaints Committee at various office locations of the Company in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

There was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act' 2013 during the year under review.

The Company regularly conducts awareness programmes for its employees.

25. POLICIES

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. Accordingly, the Company has adopted the various policies and the following polices 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 requirement.

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 Company's 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.	https://ir.zaggle.in/governance-policies/
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 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 Company's 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
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

26. RISK MANAGEMENT

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

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

The Company has in place a Risk Management framework to identify, evaluate business risks and challenges across the Company both at corporate level as also separately for each business division.

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

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

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee had formulated a Corporate Social Responsibility

Policy (CSR Policy) indicating the CSR activities to be undertaken and the Company had constituted Corporate Social Responsibility Committee (“CSR Committee”). A copy of CSR Policy is available on the website of the Company and can be accessed on the Company's website at https://ir.zaggle.in/wp-content/ uploads/2023/12/Corporate-Social-Responsibility- 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 under privileged 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 is required to spend ' 6.77 Million for the financial year 2023-24 i.e. 2% of the average net profits of the Company made during the three immediately preceding financial years.

The Company, however, spent an amount of ' 5.97 Million towards CSR activities during the financial year 2023-24. However, due to ongoing discussions with NGOs for new projects there was an unspent amount of ' 0.80 million which was not allocated towards CSR activities. The Company has transferred the unspent amount towards Prime Minister's National Relief Fund (PMNRF) within the time limits specified in the Companies Act, 2013 and the Rules made thereunder.

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 IV attached to this Report.

28. ADEQUECY OF INTERNAL FINANCIAL CONTROLS AND COMPLIANCE WITH LAWS

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

The Company has a internal auditor to assess the adequacy and effectiveness of the Internal Controls

and System across all key processes covering various locations. Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

30. PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and rules made thereof as amended from time to time and as per the Policy on Materiality of and Dealing with Related Party Transactions of the Company during the financial year ended March 31, 2024 in prescribed Form AOC-2 is annexed to this Board's Report as Annexure V. Further there are no materially significant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnel's and their relatives, which may have potential conflict with interest of the Company at large. The related party transactions were placed before the audit committee and also to the Board at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and at arm's length basis. Details of the related party transactions during the year are part of the financial statements forming part of this Annual Report.

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

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

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

32. ANNUAL RETURN

The Annual Return of the Company for the financial year 2023-24 as required under Section 92(3) and 134(3)(a) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Company's website at the link https://ir.zaggle.in/ disclosures-regulation/.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

34. CORPORATE GOVERNANCE

A separate report on Corporate Governance standards followed by the Company, as stipulated under Schedule V (C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as a separate section forming part of this report.

The certificate from M/s. S. S. Reddy & Associates, Practicing Company Secretaries, Hyderabad (Firm Registration Number S2008AP101300) with regard to compliance of conditions of corporate governance as stipulated under Schedule V Part E of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available as a separate section in this Annual Report

36. INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 01, 2017 pursuant to Ministry of Corporate Affairs' notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (‘Ind AS') as notified under Section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015

(by Ministry of Corporate Affairs (‘MCA')) 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 (“SEBI”). There was no revision of Financial Statements (Standalone & Consolidated) and Board Reports during the year under review.

37. STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

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

38. PARTICULARS OF EMPLOYEES

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

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 shareholder interested in obtaining such details may write to the Company Secretary of the Company at haripriya.sinqh@zaqqle.in.

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

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

40. CHANGE IN THE NATURE OF BUSINESS, IF ANY.

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

41. COMPOUNDING

In accordance with Section 77 of the Companies Act, 2013 the Company was required to register the charge

created pursuant to availing certain loan facilities, with the RoC within 30 days or 60 days from the date of creation of charge by payment of normal fees or by paying additional fees, respectively. In the years 2020 and 2021, our Company availed two vehicle loans and one home loan from ICICI Bank and created charge on assets pursuant to such loan, without registering such charge with the RoC within the prescribed period. In this regard, the Company filed a compounding application with the Regional Director, South East Region, Hyderabad on November 24, 2022. Pursuant to order dated June 15, 2023, The Company and certain of our Directors were directed by the Registrar of Companies, Hyderabad to pay an aggregate penalty of ' 300,000 which was paid by the Company and the relevant Directors. The quantum of the penalty under the aforesaid order does not fall within the materiality limit as specified in Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

42. 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.

43. 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.

44. SIGNIFICANT/MATERIAL ORDERS PASSED BY COURTS OR TRIBUNALS

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

45. CREDIT RATING

During the year under review, the Company reaffirmed its credit rating as BBB Stable Outlook by ACUITE. The rating reaffirmation from ACUITE is primarily owing to substantial improvement in the Company's earnings profile and healthy capitalization levels. It demonstrates the high reputation and trust the Company has earned for its sound financial management and its ability to meet all its financial obligations.

46. 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 a 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.

47. INVESTOR RELATIONSHIP

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

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

The Company's officials participate in investor conferences, roadshows, and earnings calls, where they provide updates on the Company's performance and address questions and concerns from investors.

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

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

48. 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.

49. ACKNOWLEDGEMENTS

We, the Board of Directors, feel compelled to express our sincere acknowledgment and heartfelt appreciation to the customers, consumers, investors, bankers, 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 sustainable 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.

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

Place: Hyderabad	Raj P Narayanam	Avinash Ramesh Godkhindi
Date: July 30, 2024	Executive Chairman	Managing Director & CEO
	DIN: 0041003	DIN :05250791