Dear Members,
Your Directors are pleased to present the 14th Annual Report
together with Audited Standalone and Consolidated Financial Statements of the Company for
the financial year ended March 31,2025.
1. FINANCIAL HIGHLIGHTS
The Summary of the Company's financial results for the financial
year 2024-25 as compared to the previous financial year 2023-24 is given below:
(Rs. in Millions)
| Particulars |
Standalone |
Consolidated |
|
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
| Revenue from operations |
13,026.46 |
7,755.98 |
13,037.57 |
7,755.98 |
| Other Income |
245.11 |
112.71 |
267.73 |
112.71 |
Total Income |
13,271.57 |
7,868.69 |
13,305.30 |
7,868.69 |
| Expenditure |
11,874.13 |
7,050.08 |
11,897.47 |
7,050.08 |
| Profit before exceptional items, finance
costs, depreciation, and taxes |
1,397.44 |
818.61 |
1,407.83 |
818.61 |
Less: |
|
|
|
|
| Finance Costs |
76.34 |
137.17 |
76.55 |
137.17 |
| Depreciation and Amortization |
146.90 |
83.63 |
147.94 |
83.63 |
| Profit before share of profit from associates
and tax |
1,174.20 |
597.81 |
1,183.34 |
597.81 |
| Share of profit of associates |
- |
- |
0.83 |
- |
| Net Profit for the year before Taxes |
1,174.20 |
597.81 |
1,184.17 |
597.81 |
Less: Tax expenses |
|
|
|
|
| Current Tax |
278.58 |
162.11 |
278.58 |
162.11 |
| Deferred Tax |
20.82 |
(4.50) |
26.61 |
(4.50) |
Profit after tax |
874.80 |
440.20 |
878.98 |
440.20 |
| Other Comprehensive Income |
2.06 |
(2.96) |
1.26 |
(2.96) |
| Total Comprehensive Income for the year |
876.86 |
437.24 |
880.24 |
437.24 |
2. STATE OF AFFAIRS AND COMPANY'S PERFORMANCE
The Company has recorded total revenue of ? 13,026.46 million during
the year 2024-25 as against ? 7,755.98 million in the previous year 2023-24, recording a
quantum jump of over 67.95% in the total revenue. The net profit after provision for tax
is ? 874.80 million during the year 2024-25 as against net profit after tax of ? 440.20
million in the previous year 2023-24.
Your Directors are optimistic about Company's 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 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 ofthe 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.
Emerging Products
The Company has introduced BROME (Branch Recurring Operating Monthly
Expense), a new capability within our Zoyer product. This solution enables corporates and
retail brands to seamlessly manage branch and store- level expenses through secure
payments, automated compliance checks, and real-time insights, ensuring greater efficiency
and financial control. BROME is already seeing strong early adoption across healthcare,
diagnostics, quick commerce dark stores, logistics and financial services, and we are
confident it will become a key driver of revenue growth.
On the Fleet Management Solution, the Company's strategic
partnership with AGP City Gas, combined with a strong product launch demonstrating early
adoption, positions us well to capture opportunities in the fleet market. Moreover, the
contract with Gujarat Gas Limited expands our market access and strengthens revenue
potential, allowing us to accelerate growth through these key client wins.
Corporates and Users added
The Company catered to 3,455 Customers in Financial Year 2024-2025
compared to 3,016 customers in financial year 2023-24. The number of users grew to 3.28 Mn
in Financial Year 2024-25 from 2.73 Mn in previous financial year 2023-24.
Banking and Network Partnerships
HDFC Bank partnership has come in as a major addition to the list of
the Company's partner banks. Under this collaboration, HDFC credit cards will be
integrated with the Company's software, expense management solutions, employee
benefits, and the Zoyer platform, and offered to HDFC's corporate clients.
Additionally, the Company has been empanelled with Bank of India to
co-develop use cases across domestic prepaid, forex prepaid, and commercial cards, as well
as digital onboarding journeys.
The Company further strengthened its collaboration with
Mastercard to promote its software and card solutions to corporate
corporates and banks.
Business Partnerships
The Company has onboarded WSFX as a strategic referral partner for
Forex Cards, further strengthening its market presence and expanding its capabilities in
cross-border payment solutions.
The Company has entered into a strategic partnership with GIFT City,
where it is launching a co-branded prepaid citizen card designed to streamline payments
and deliver seamless user experience across a range of services within the city. The
Company entered into a strategic partnership with Skydo Technologies to facilitate cross-
border payments for export businesses of our customers.
The Company has partnered with travel management companies including
Hummingbird, FCM and TBO Paxes to enhance global and corporate travel experiences by
integrating their travel management expertise with our Al-driven expense solution,
enabling seamless travel booking, payment, reconciliation, and direct expense filing.
The Company has partnered with Redington Limited (device manufacturer
for Google devices) for its Smart Employee Purchase Programme within the employee benefits
offering.
The Company has also signed a referral partnership with Fibe
(Previously Early Salary) for hosting loans on Zaggle app
Marquee Clients
During the financial year 2024- 25, Company has signed multiple Marquee
clients including PNB MetLife India Insurance Co. Ltd, Indus Tower Limited, Tech Mahindra
Limited, Siemens Limited, PhysicsWallah Limited, Wonder Home Finance Limited, Innovative
Retail Concepts Private Limited, Supermarket Grocery Supplies Private Limited (Big
Basket), Honasa Consumer Limited (Mamaearth), Forbes Marshal Private Limited, Blink
Commerce Private Limited (Blinkit), Can Fin Homes Limited, Mumbai Metro One Private
Limited, Hitachi India Private Limited, Mahindra First Choice Wheels Limited, Kiranakart
Technologies Private Limited (Zepto), HDFC Ergo General Insurance Company Limited, Blue
Star Limited, etc.
3. DIVIDEND
The Board of Directors of the Company after considering various
factors, business strategies and investment requirements for growth plan, decided to
conserve funds to maximize the Shareholders wealth on the long run and
hence did not recommend any dividend for the Financial Year 2024-25.
The Company has formulated and adopted a Dividend Distribution Policy
in terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, which set out parameters and
circumstances that will be taken into account by the Board while determining the
distribution of dividend to the shareholders for bringing transparency in the matter of
declaration of dividend and to protect the interest of shareholders. The Policy is
available on the website of the Company at
https://ir.zaggle.in/wp-content/uploads/2023/12/ dividend-distribution-policy.pdf.
4. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to the reserves of the Company.
5. INITIAL PUBLIC OFFERING (IPO) and QUALIFIED INSTITUTION PLACEMENT
(QIP)
A) IPO:
During the financial year 2023-24, the Company made an IPO of
3,43,52,255 equity shares of face value of ? 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 2,39,02,439 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 Company successfully completed the IPO
process and the equity shares of the Company were listed on National Stock Exchange of
India Limited and BSE Limited on September 22, 2023.
The utilization of funds raised through IPO have been mentioned
hereunder:
| Object |
Amount Allocated (Rs. in Millions) |
Amount utilised as on March 31,2025 (Rs.
in Millions) |
| Expenditure towards customer acquisition and
retention |
3,000.00 |
2,087.82 |
| Expenditure towards development of technology
and products |
400.00 |
142.44 |
| Object |
Amount Allocated (Rs. in Millions) |
Amount utilised as on March 31,2025 (Rs.
in Millions) |
| Repayment or prepayment of certain
borrowings, full or in part, availed by the Company |
170.83 |
168.00 |
| General corporate purposes |
50.77 |
50.24 |
The Company appointed CARE Ratings Limited as Monitoring Agency in
terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended from time to time, to monitor the
utilization of IPO proceeds and the Company has obtained monitoring reports from the
Monitoring Agency from time to time confirming no deviation or variation in the
utilization of proceeds of the IPO from the objects stated in the Prospectus dated
September 18, 2023. The Company has submitted the statement(s) and report as required
under Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to both the exchanges where the shares of the
Company are listed, namely, National Stock Exchange of India Limited and BSE Limited on
timely basis.
B) QIP:
During the year under review, the Company made QIP of 1,13,69,282
equity shares of face value ?1 /- each of the Company, at a price of ? 523.20/- per Equity
Share (including share premium of ? 522.20/- per Equity Share), at a discount of ? 27.53/-
(i.e. 5%) on the Floor Price of ? 550.73/- against receipt of full payment of application
monies in the escrow account opened for the Issue, aggregating to ?5948.41 million.
The QIP was opened on December 18, 2024 and closed on December 23,
2024. The QIP was led by BRLMs viz. Motilal Oswal Investment Advisors Limited, Equirus
Capital Private Limited and Nuvama Wealth Management Limited. The Company successfully
completed the QIP process and the equity shares of the Company were listed on National
Stock Exchange of India Limited and BSE Limited on December 24, 2024 and trading approval
was granted with effect from December 27, 2024.
The utilization of funds raised through QIP have been mentioned
hereunder:
| Object |
Amount Allocated (Rs. in Millions) |
Amount Utilised as on March 31,2025 (Rs.
in Millions) |
| Strategic investments, acquisitions and
inorganic growth opportunities by our Company and our Subsidiary, Span Across IT Solutions
Private Limited (‘SAISPL') |
3,750.00 |
588.43* |
| Pre-payment/ re-payment, in part or full, of
certain outstanding borrowings availed by our Company |
591.39 |
591.39 |
| General corporate purposes |
1,399.98 |
- |
| Issue related expenses |
207.04 |
224.00** |
"Out of ? 588.43 million, the Company had paid advance amounting
to ? 360 million towards acquisition of shares.
""The Audit Committee and the Board of Directors of the
Company has approved to adjust the cost overrun in issue-related expensesagainst general
corporate purposes.
The Company appointed CARE Ratings Limited as Monitoring Agency in
terms of Regulation 173A of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as amended from time to time, to monitor
the utilization of QIP proceeds and the Company has obtained monitoring agency reports
from the Monitoring Agency from time to time confirming no deviation or variation in the
utilization of proceeds of the QIP from the objects stated in the Placement Document dated
December 23, 2024. The Company has submitted the statement(s) and report as required under
Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to both the exchanges where the shares of the
Company are listed, namely, National Stock Exchange of India Limited and BSE Limited on
timely basis.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year and the date of this Report other than those disclosed in this Report.
7. DEPOSITS
The Company has not accepted any deposits in terms of Section 2(31)
read with Chapter V of the Companies Act, 2013 and Rule 2(1 )(c) of the Companies
(Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits
outstanding as on March 31,2025.
8. LISTING AND CUSTODIAN FEES
The equity shares of the Company are listed at BSE Limited and National
Stock Exchange of India Limited. The applicable annual listing fees were paid before the
due date. The annual custodian fees have also been paid to the
depositories.
9. SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2025 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, 2025 stood at ?13,42,05,215/- divided into 13,42,05,215
equity shares face value of ?1 /- each.
During the year under review the Company has undertaken the following
transactions:
• The Board of Directors at their meeting held on July 30, 2024
and October 30, 2024 have allotted 1,24,306 and 2,29,134 equity shares of? 1/- each
respectively, upon exercise of stock options by eligible employees under Zaggle Employee
Stock Option Scheme 2022.
• Pursuant to the special resolution passed by the members by way
of a postal ballot on December 02, 2024, the placement agreement dated December 18, 2024,
the preliminary placement document dated December 18, 2024 and the placement document
dated December 23, 2024, the Company has made QIP of 1,13,69,282 equity shares of face
value of ? 1/- each of the Company for cash at a price of ? 523.20/- per equity share
(including a premium of? 522.20/- per equity share) aggregating to ? 5948.41 million. The
Paid up capital of the Company increased to ? 13,42,05,215/-.
• Further, the Board of Directors at their meeting held on May 12,
2025 and August 14, 2025 has allotted 30,277 and 18,530 equity shares of ? 1/- each
respectively, upon exercise of stock options by eligible employees under Zaggle Employee
Stock Option Scheme 2022.
As on the date of this report, the paid-up capital of the Company is ?
13,42, 54,022/-.
10. DEBENTURES
The Company has not issued any non-convertible or fully or partially or
optionally convertible debentures during the year. There are no outstanding debentures as
on the financial year ended March 31,2025.
11. ZAGGLE EMPLOYEE STOCK OPTION SCHEME 2022
The Company adopted Zaggle Employee Stock Option Scheme 2022”
(hereinafter referred to as the “Scheme” or “ZAGGLE ESOP 2022”) with
the objective to attract and retain high-quality human talent by providing them incentives
and reward opportunities, to improve the Employee performance with ownership interests and
provide them with wealth creation opportunity whilst in employment with the Company and
achieve sustained growth by aligning Employee interest with long term interests of the
Company.
During the year under review, the Board of Directors at their meeting
held on July 30, 2024 and October 30,
2024 have allotted 1,24,306 and 2,29,134 equity shares of ? 1/- each
respectively, upon exercise of stock options by eligible employees under Zaggle ESOP 2022.
Further the Nomination and Remuneration Committee/ Compensation
Committee at their meeting held on April 30, 2024 and October 04, 2024 has granted
5,66,252 and 44,161 Stock Options to the eligible employees of the Company under Zaggle
ESOP 2022.
The Board of Directors at their meeting held on May 12,
2025 and August 14, 2025 has allotted 30,277 and 18,530 equity shares
of ? 1/- each respectively, upon exercise of stock options by eligible employees under
Zaggle ESOP 2022.
The Company has obtained certificate from Mr. S. Sarweswara Reddy,
Practicing Company Secretary, representing M/s. S. S. Reddy & Associates, (Firm
Registration Number S2008AP101300), Hyderabad, Secretarial Auditor of the Company,
confirming that Zaggle ESOP 2022 has been implemented in accordance with the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021.
A statement containing relevant disclosures pursuant to Rule 12(9) of
the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, are available on the Company's website https://ir.zaqqle.in/.
12. HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES
During the year under review, the Company does not have any holding,
subsidiary, joint ventures or associate companies except the following:
A) Subsidiary Company:
During the financial year 2023-24, the Company made an investment in
Span Across IT Solutions Private Limited (Span Across) by way of acquisition of 9,00,000
equity shares of face value of ?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 ? 10/- each. Pursuant to this acquisition, the stake of the Company in Span
Across is 19,66,314 equity shares constituting 98.32% of the total share capital.
Accordingly, Span Across became subsidiary Company w.e.f September 30, 2024. This
acquisition has helped the Company achieve inorganic growth and gives opportunity to enter
new segment of employee related business, which benefits all the stakeholders associated
with the Company including shareholders at large.
B) Associate Company:
The Company made an investment of 9,742 Compulsorily Convertible
Preference Shares having a face value of ? 100/- each for ? 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 ? 7.25 Crores
from the promoters of Mobileware, representing 12.34% of post closing issued and paid-up
capital of Mobileware, on a fully diluted basis, through the execution of Share Purchase
Agreement dated March 24, 2025. Consequent to this transaction, Mobileware became the
associate of the Company w.e.f March 25, 2025. As on March 31, 2025, the Company holds
38.91% stake in mobileware.
As perthe provisions of Section 129 of the Companies Act, 2013 read
with the Companies (Accounts) Rules 2014, a separate statement containing the salient
features of the financial statements of Subsidiary companies/Associate companies/Joint
ventures is detailed in Form AOC-1 and is annexed as Annexure I to this Report.
In accordance with the provisions of the Companies Act, 2013 and the
rules framed thereunder, the Balance Sheet, Statement of Profit and Loss, and other
documents of the subsidiary companies are available at Company's website:
https://ir.zaqqle.in/disclosures-requlation/
13. CHANGE OF REGISTERED OFFICE
During the year under review, the registered office of the Company has
been shifted within local limits of the city of Hyderabad from 301, III Floor, CSR Estate,
Plot No.8, Sector 1, HUDA Techno Enclave, Madhapur Main Road, Hyderabad, Rangareddi
500081, Telangana, India, to 15th Floor, Western Block, Vamsiram - Suvarna
Durga Tech Park, Nanakramguda Village, Serilingampally Mandal, GHMC Serilingampally
Circle, Ranga Reddy District, 500032, Telangana, India.
14. CHANGE OF CORPORATE IDENTIFICATION NUMBER
During the year under review, pursuant to the listing of equity shares
of the Company on BSE Limited and National Stock Exchange of India Limited, the Corporate
Identification Number of the Company has changed from U65999TG2011PLC074795 to
L65999TG2011PLC074795 and status has been changed from Unlisted to Listed in the
Company's Master Data on the website of the Ministry of Corporate Affairs.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Board of Directors
The Company's board comprises eminent individuals with proven
competencies, integrity, and strong financial acumen. They bring strategic insight,
leadership, and commitment, dedicating sufficient time to board meetings. We recognize the
importance of a diverse board in driving success, leveraging differences in thought,
perspective, knowledge, skill, and experience to maintain our competitive edge.
As on March 31, 2025, the Company's Directorate consisting of
seven Directors out of which four Directors are Independent Directors including one Woman
Director. Dr. Raj P Narayanam is the Chairman of the Board. The composition of the
Directorate is in conformity with the relevant provisions of the Companies Act, 2013 and
Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and
Disclosures Requirement) Regulations 2015.
Our Directors bring extensive expertise in corporate management,
strategy, finance, information
technology, and other relevant fields, enabling them to contribute
effectively to the Company's growth and success.
B) Board Diversity
The Board diversity offers several advantages. Here are some of the key
benefits of having diverse boards:
• Enhanced decision-making: Board diversity combines
individuals with unique backgrounds, experiences, and perspectives, fostering robust
decision-making. By embracing diverse viewpoints, boards can avoid groupthink, drive
innovation, and make informed choices.
• Enhanced problem-solving: Diverse boards tackle complex
problems more effectively by leveraging varied backgrounds and experiences. Multiple
perspectives lead to enhanced problem-solving, driving better outcomes for the
organization.
• Improved corporate governance: Diverse boards with varied
skills, knowledge, and experiences provide comprehensive oversight, addressing conflicts,
promoting transparency, and ensuring accountability - ultimately enhancing corporate
governance practices.
• Better understanding of customers and markets: Diverse
boards bring valuable insights into India's varied cultures, languages, and consumer
preferences, enabling companies to tailor products, services, and marketing strategies to
effectively target diverse customer groups.
• Increased creativity and innovation: Diversity sparks
creativity and innovation by bringing together varied perspectives, fostering openness,
collaboration, and inclusivity. Different viewpoints challenge norms, drive fresh ideas,
and lead to innovative solutions.
• Mitigation of biases: Diverse boards can help mitigate
unconscious biases and promote fairness and equity. By ensuring representation from
different genders, ethnicities, age groups, and backgrounds, boards can counterbalance any
inherent biases and ensure a more equitable and inclusive decision-making process.
In summary, board diversity offers numerous advantages, including
improved decisionmaking, enhanced corporate governance,
increased creativity and innovation, better problem solving,
understanding of diverse markets, improved reputation, and the mitigation of biases. These
benefits contribute to the long-term success and sustainability of organizations in the
Indian business landscape.
• Improved reputation and stakeholder trust:
Diverse boards foster a positive reputation for inclusivity and social
responsibility, enhancing brand image, attracting diverse talent, and building stakeholder
trust. Benefits include improved decision-making, governance, innovation, problem-solving,
market understanding, and reputation - driving longterm success and sustainability.
Board diversity offers numerous advantages, including improved
decision-making, enhanced corporate governance, increased creativity and innovation,
better problem solving, understanding of diverse markets, improved reputation, and the
mitigation of biases. These benefits contribute to the long-term success and
sustainability of organizations in the Indian business landscape.
The Board of Directors has adopted the Policy on Diversity of Board of
Directors which sets out the approach to diversity of the Board of Directors. The Policy
is available in the website of the Company website https://ir.zaggle.in/wp-content/
uploads/2023/1 2/policv-on-diversity-of-board-of- directors.pdf
C) Appointment/Reappointment
Your Company made the following changes to the composition of Board of
Directors as follows:
1. Appointments:
Mr. Virat Sunil Diwanji (DIN:07021146) was appointed as an Additional
Director designated as Non Executive Non Independent of the Company with effective from
October 04, 2024 by the Board of Directors. Further he was appointed as Non Executive Non
Independent Director by the Board of Directors at their meeting held on October 30, 2024
and the same was approved by the members through postal ballot by remote electronic voting
on December 02, 2024.
Mr. Arun Vijaykumar Gupta (DIN 05131228) was redesignated as an
Independent Director of the Company, with effective from October 04, 2024 by the Board of
Directors, and approved by members through postal ballot by remote electronic voting on
December 02, 2024.
2. Reappointment:
• Mr. Avinash Ramesh Godkhindi (DIN: 05250791) was reappointed as
Managing Director and Chief Executive Officer of the Company for a term of 2 years
effective from May 07, 2024 by the members through postal ballot by remote electronic
voting on April 27, 2024.
3. Retirements and reappointments at the Annual
General Meeting (AGM):
a. AGM 2024:
At the AGM held on September 25, 2024, Mr. Arun Vijaykumar Gupta (DIN
05131228) who retired by rotation and being eligible, offered himself for reappointment as
a director liable to retire by rotation was appointed as director of the Company.
b. AGM 2025:
Dr. Raj P Narayanam (DIN: 00410032) who retires by rotation and being
eligible, offer himself for reappointment as a director liable to retire by rotation is
proposed to be reappointed as director of the Company.
Pursuant to the provisions of Regulation 36 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standards on General Meetings issued by Institute of Company
Secretaries of India, brief particulars of the director proposed to be reappointed are
provided as an annexure to the notice convening the AGM.
D) Retirements and Resignations
During the year under review, none of the Directors retired or resigned
from the Board.
E) Key Managerial Personnel
In accordance with the provisions of Sections 2(51) and 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 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 31,2025.
Sr No |
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 is no change in the Key Managerial
Personnel.
Details of Senior Management Personnel as at the end of the financial
year:
Following are the Senior Management Personnel of the Company in
accordance with the provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2025.
SI No |
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 |
G) Independent Directors and their declaration of Independence
As on March 31, 2025, the Independent Directors of the Company included
Mr. Abhay Deshpande Raosaheb, Mr. Aravamudan Krishna Kumar, Mr. Arun Vijaykumar Gupta and
Ms. Prerna Tandon. All the Independent Directors of the Company have furnished necessary
declaration in terms of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 affirming that they meet the criteria of independence as stipulated
under the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In the opinion of the Board, all the Independent
Directors have the integrity, expertise and experience including the
proficiency required to effectively discharge their roles and responsibilities in
directing and guiding the affairs of the Company.
In terms of Regulation 25(8) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties.
H) Registration of Independent Directors in
Independent Directors databank
All the Independent Directors of the Company have been registered and
are members of Independent Directors Databank maintained by the Indian Institute of
Corporate Affairs.
I) Familiarization Program of Independent
Directors
In compliance with Regulation 25(7) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Schedule IV of the Companies Act, 2013, the Company has a structured program for
orientation and training of Directors so as to enable them to understand the nature of the
industry in which the Company operates, business model of the Company and roles, rights,
and responsibilities of Independent Directors.
The Program aims to provide insights into the Company to enable the
Independent Directors to be in a position to take well-informed timely decisions and
contribute significantly to the Company. The Independent Directors of the Company are
given every opportunity to familiarize themselves with the Company, its management, and
its operations so as to understand the Company, its operations, business, industry and
environment in which it functions. Independent Directors are also issued an appointment
letter detailing their role, duties and responsibilities, remuneration and performance
evaluation process.
J) Evaluation of Board's Performance
In terms of section 134 (3) of the Companies Act, 2013 read with
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company had laid down the criteria for reviewing the performance
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
Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to improve the effectiveness of the Board and
its Committees, as well as that of each individual Director, a formal Board review is
undertaken on an annual basis.
The Nomination and Remuneration Committee at their meeting held on
February 04, 2025 had carried out the evaluation of the Board, its Committees, and
Individual Directors on an annual basis and the committee has submitted their review/
recommendation to the Board of Directors.
The Board of Directors at their meeting held on February 07, 2025 have
carried out an annual evaluation of the performance of Independent Directors.
The Company believes that the effectiveness of the board is reinforced
by its structures and the processes and procedures it follows. It has in place robust
practices and processes that contribute to the effective and efficient performance of the
board. The processes facilitate and reinforce the roles, responsibilities and authorities
of the board in the governance, management and control of the Company. Board systems and
procedures broadly comprise convening the meetings, contents of the agenda, conducting the
meetings, decision making at the meetings, adequacy of minutes and working of board
committees. Decisions relating to the policy and operations of the Company are arrived at
meetings of the board held periodically. Meetings of the board enable discussions on
matters placed before them and facilitate decision making based on collective judgment of
the board. The Company follows the best practices in convening and conducting meetings of
the board and its committees.
The evaluation process broadly covers the following parameters:
i) Board -
? Board structure and composition,
? Board meetings, information flow and agenda,
? Board culture, relationships and dynamics,
? strategy, business performance,
? succession planning,
? risk management,
? continuous improvement, etc.
ii) Board Committees -
? Overall Committees of the Board,
? composition and diversity,
? leadership of the Chair,
? meetings frequency and duration,
? succession planning of the Committee members,
? interaction with management, quality of discussions,
? stay abreast of novel scientific and technological developments and
innovations,
? quality of agenda and supporting documents, etc.
iii) Individual Directors -
? Attendance in meetings,
? experience and expertise,
? participation and contribution in Board deliberation,
? preparedness in subjects,
? understanding of governance, regulatory, financial and fiduciary
requirements,
? stay up to date and brings insight on the industry,
? up to date on corporate governance trends and development,
? focused on improving shareholders value,
? understanding of organization's strategy and risk environment,
sufficiently challenges management to set and stretch goals,
? maintain high standards of ethics, integrity, confidentiality and
adherence to the Code of Conduct,
?strong desire to make the Board an even better version of itself, etc.
iv) Chairman -
? Evaluated on the above parameters for individual Directors.
? evaluated on effective leadership,
? moderatorship and conduct of impartial discussions,
? seeking participation from Board members and
? availability for other Board members and constructive feedback.
The Board of Directors were satisfied with the evaluation process and
outcome, Directors engagement, experience, diversity and expertise. The Board Committees
were also found to be effective in terms of its composition, functioning and contribution.
The evaluation process acknowledged that the Board and Board committees have spent
sufficient time on future business strategies and other longterm and shortterm growth
plans, operational matters including review of business and functional updates, financial
results and other regulatory approvals, governance matters and internal controls.
K) Statement Regarding Opinion of the Board with regard to Integrity,
Expertise and Experience (Including the Proficiency) of the Independent Directors
appointed during the Year
Considering the requirement of skill sets on the Board, eminent people
having an independent
standing in their respective field/profession and who can effectively
contribute to the Company's business and policy decisions are considered by the
Nomination and Remuneration Committee/ Compensation Committee for appointment as
Independent Director on the Board. The said Committee, inter alia, considers qualification
positive attributes, area of expertise and number of Directorships and Memberships held in
various committees of other Companies by such persons in accordance with the
Company's Policy for determining qualifications, positive attributes and independence
of a director. The Committee evaluates the balance of skills, knowledge and experience on
the Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director.
The person recommended to the Board for appointment as an independent
director shall have the capabilities identified in such description. The Board considers
the Committee's recommendation and takes appropriate decision. In the opinion of the
Board, the Independent Directors possess the attributes of integrity, expertise and
experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts)
Rules, 2014 (as amended).
L) Committees of the Board of Directors
As on March 31, 2025, the Board has the following Committees:
i) Audit Committee
ii) Nomination and Remuneration Committee/ Compensation Committee
iii) Stakeholders Relationship Committee
iv) Corporate Social Responsibility Committee
v) Risk Management Committee
vi) IPO Committee (dissolved w.e.f July 30, 2024)
vii) Executive Committee
viii) Special Purpose Committee (constituted on December 1 7, 2024)
All the recommendations made by the Board committees, including the
Audit Committee, were accepted by the Board.
A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this Annual Report. The composition of the
committees and compliances, as per the applicable provisions of the Companies Act, 2013
and Rules made thereunder, are as follows:
| Name of the Committee |
Composition of the Committee |
Terms of reference |
| Audit Committee |
a) Mr. Abhay Deshpande Raosaheb (C) |
|
|
b) Mr. Aravamudan Krishna Kumar (M) |
|
|
c) Dr. Raj P Narayanam (M) |
|
| Nomination and Remuneration Committee/
Compensation Committee |
a) Mr. Aravamudan Krishna Kumar (C) |
The terms of reference have been discussed in
detail in the Corporate Governance Section of the Annual Report. |
|
b) Mr. Abhay Deshpande Raosaheb (M) |
|
|
c) Mr. Arun Vijaykumar Gupta (M) |
|
|
d) Mr. Virat Sunil Diwanji (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) Dr. Raj P Narayanam (C) |
|
| Committee |
b) Mr. Abhay Deshpande Raosaheb (M) |
|
|
c) Mr. Avinash Ramesh Godkhindi (M) |
|
|
d) Ms. Prerna Tandon* (M) |
|
| Risk Management Committee |
a) Dr. Raj P Narayanam (C) |
|
|
b) Mr. Abhay Deshpande Raosaheb (M) |
|
|
c) Mr. Avinash Ramesh Godkhindi (M) |
|
| Executive Committee |
a) Dr. Raj P Narayanam (C) |
|
|
b) Mr. Abhay Deshpande Raosaheb (M) |
|
|
c) Mr. Avinash Ramesh Godkhindi (M) |
|
| Special Purpose Committee |
a) Dr. Raj P Narayanam (C) |
|
|
b) Mr. Abhay Deshpande Raosaheb (M) |
|
|
c) Mr. Avinash Ramesh Godkhindi (M) |
|
# C - Chairman and M - Member
*Ms. Prerna Tandon has been appointed as member of Corporate Social
Responsibility Committee w.e.f August 14, 2025
M) Meetings of the Board and Committees
The Board of Directors meets at regular intervals to discuss and decide
on the Company's policies and strategy apart from other Board matters. The Company
has conducted Ten (10) Board meetings during the financial year under review. The
intervening gap between any two consecutive meetings was within the period prescribed by
the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The composition of the Board of Directors,
Committees, attendance of the Directors in the Board and Committees are given in the
section on Corporate Governance.
N) Independent Directors' Meeting
Terms of Schedule IV of the Companies Act, 2013 and Regulation 25 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandate that the Independent Directors of the Company
shall hold at least one meeting in a year, without the attendance of Non-Independent
Directors and members of the management. The independent directors of top 2000 listed
entities as per market capitalization shall endeavour to hold at least two meetings in a
financial year, without the presence of non-independent directors and members of the
management and all the independent directors shall endeavour to be present at such
meetings.
To exercise free and fair judgment in all matters related to the
functioning of the Company as well as the Board, it is important for the Independent
Directors to have meetings without the presence of the executive management.
During the year under review, Independent Directors met two times
without the presence of non independent Directors and other members of the Management. The
Company is ready to facilitate more such sessions as and when required by the Independent
Directors. During this meeting, the Independent Directors reviewed the performance of the
Company, the Chairman, Board and the quality of information given to the Board were also
discussed.
O) Training of Independent Directors
Every new independent director of the Board attends an orientation
program. To familiarize the new inductees with the strategy, operations and functions of
the Company, the Executive Directors/ Senior Managerial Personnel make presentations to
the inductees about the Company's strategy,
operations, product and service offerings, markets, organization
structure, quality and risk management etc.
P) Terms and Conditions of Appointment of
Independent Directors
All the Independent Directors of the Company have been appointed as per
the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and formal letter of
appointment are issued to the Independent Directors. As required by Regulation 46 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the terms and conditions of their appointment have been disclosed on
the website of the Company at https://ir.zaggle.in/wp-
content/uploads/2023/12/terms-and-conditions-of- appointment-of-independent-directors.pdf.
Q) Directors and Officers Insurance (D and O
insurance)
The Company has procured D & O liability insurance policy that
covers the members of the Board and Officers of the Company as required under Regulation
25(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
R) Declaration from Directors
The Company has received necessary declaration from all Directors
stating that they are not debarred or disqualified from being appointed or continuing as
Directors of Companies as per the Securities and Exchange Board of India, Reserve Bank of
India, Ministry of Corporate Affairs or any such other Statutory Authority.
S) Certificate from Company Secretary in practice
Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Company has obtained a certificate from Mr. S. Sarweswara
Reddy, Practicing Company Secretary, representing M/s. S. S. Reddy & Associates, (Firm
Registration Number S2008AP101300), Hyderabad and forms part of the Annual Report.
T) Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) and Section 134(5) of the Companies
Act, 2013, the Directors hereby report that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
b) appropriate accounting policies have been selected and applied
consistently. Judgement and estimates which are reasonable and prudent have been made so
as to give a true and fair view of the state of affairs of the Company as at the end of
the financial year and of the profit of the Company for the year;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the annual accounts have been prepared on an on-going concern basis;
e) proper internal financial controls have been laid down to be
followed by the Company and such internal financial controls are adequate and are
operating effectively; and
f) proper systems to ensure compliance with the provisions of all
applicable laws have been devised, and such systems are adequate and are operating
effectively.
U) Succession Planning for the Board and Senior
Management
The Company strives to maintain an appropriate balance of skills and
experience in the Board and within the Company, in an endeavor to introduce new
perspectives while maintaining experience and continuity. Additionally, promoting Senior
Management within the organization motivates and fuels the ambitions of the talent force
to earn future leadership roles. The Board of Directors has adopted the Policy on
Succession Planning for the Board and Senior Management.
16. AUDITORS
A) Statutory Auditors
As per Section 139 of the Companies Act, 2013 (‘the Act'),
read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at
their 11th Annual General Meeting held in theyear 2022, approved the
appointment of M/s. M S K A & Associates, Chartered Accountants, Hyderabad
/Firm Ronictmtinn Mn inFnzl7\AA fnr form nf A
years from the conclusion of 11th Annual General Meeting
till the conclusion of 15th Annual General Meeting of the Company as the Joint
Statutory Auditors of the Company along with M/s P R S V & Co. LLP, Chartered
Accountants, Hyderabad (Firm Registration No. S200016).
M/s P R S V & Co. LLR Chartered Accountants, one of the Statutory
Auditors, were appointed as Statutory Auditors for a second term of five years from the
conclusion of 9th Annual General Meeting till the conclusion of 14th
Annual General Meeting. Further, they had expressed to discontinue as the Statutory
Auditors of the Company from the conclusion of 13th AGM. Accordingly, the
statutory audits of the Company from Financial Year 2024-25 and onwards, is being carried
out by M/s. M S K A & Associates, Chartered Accountants.
The Audit Committee and Board at their respective meetings placed on
record their appreciation to M/s P R S V & Co LLP for their contribution to the
Company with their audit processes and standards of auditing.
Comments on Auditors Report
The Audit reports dated May 1 2, 2025 issued by M/s. M S K A &
Associates, Chartered Accountants, Statutory Auditor on the Company's Standalone and
Consolidated financial statements for the financial year ended 2024-25 is part of the
Annual Report. There has been no qualification, reservation or adverse remark in their
Report.
B) Cost Auditor
During the year under review, requirement for maintenance of cost
records and appointment of cost auditor as specified under Section 148 of the Companies
Act, 2013, is not applicable on the Company.
C) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Board of Directors have appointed Mr. S. Sarweswara Reddy, Practicing
Company Secretary, representing M/s. S. S. Reddy & Associates, (Firm Registration
Number S2008AP101300), Hyderabad Peer Review Certificate No.: 1450/2021) as a Secretarial
Auditor of the Company for the financial year 2024-25 at their meeting held on March 27,
2024.
The Secretarial Audit Report dated August 14,2025, issued by the
Secretarial Auditor is annexed as Annexure-ll and forms an integral part of the
Board's Report. There has been no qualification, reservation or adverse remarks in
their Report. The Board of Directors has taken note of the observations made in the
secretarial audit report and have implemented necessary internal measures to ensure timely
compliances with the applicable laws.
Further, in compliance with Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Annual Secretarial Compliance Report issued by the Secretarial Auditor, has been
submitted to the stock exchanges within the statutory timelines.
Further, pursuant to the provisions of Regulation 24A (1) & other
applicable provisions of the Securities and Exchange Board of India) Listing Obligations
and Disclosures Requirements) Regulations 2015, the provisions of Section 204 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, based on the consent received from M/s. V Seshu Murthy & Co.,
Practicing Company Secretary, Hyderabad (Peer Review Certificate No.: 2525/2022) and on
the recommendation of the Audit Committee, the Board of Directors has approved the
appointment of Secretarial Auditor for a term of 5 (five) consecutive years, from the
financial year 2025-26 till the financial year 2029-30, subject to the approval of the
members at the ensuing Annual General Meeting of the Company. A detailed proposal for
appointment of Secretarial auditor forms part of the Notice convening this AGM.
D) Internal Auditor
M/s. R Y M & Co. LLP, Chartered Accountants, were appointed as an
Internal Auditor of the Company for the Financial Year 2024-25 in the Board meeting held
on May 23, 2024 to report to the Audit Committee about the adequacy and effectiveness of
the internal control system of the Company. The recommendations of the internal auditor on
improvements required in the procedures and control systems are also presented to the
Audit Committee.
Internal Audit and Control System:
Internal audit and control systems play a crucial role in ensuring the
efficient and effective operation of organizations across various sectors. Internal audit
refers to the independent and objective examination
of an organization's activities, processes, and controls to assess
their adequacy, reliability, and compliance with relevant laws, regulations, and internal
policies. The primary objective of internal audit is to provide assurance to management
and stakeholders that risks are identified, managed, and mitigated appropriately.
Internal audit encompasses a wide range of activities, including
evaluating the effectiveness of internal controls, identifying areas of improvement,
assessing operational efficiency, detecting fraud and irregularities, and ensuring
compliance with legal and regulatory requirements. By conducting regular audits, internal
auditors help organizations identify potential weaknesses in their systems and processes,
allowing management to take proactive measures to address them.
Control systems, on the other hand, refer to the policies, procedures,
and practices put in place by management to safeguard assets, ensure accurate financial
reporting, and promote operational efficiency. These control systems aim to mitigate risks
and provide reasonable assurance that the organization's objectives are achieved.
The internal audit function is responsible for evaluating the design
and effectiveness of these control systems. Internal auditors assess whetherthe controls
are properly designed to mitigate risks and whether they are operating effectively in
practice. They conduct tests and reviews to identify control gaps, weaknesses, or
deviations from established policies and procedures. Based on their findings, they provide
recommendations to management for enhancing controls and improving processes, thus helping
the organization operate in a more efficient and risk-aware manner.
Effective internal audit and control systems contribute to better
governance, risk management, and internal controls within an organization. They provide
management and stakeholders with confidence that risks are managed appropriately,
financial information is reliable, and operations are conducted with integrity. By
continuously monitoring and evaluating controls, internal audit helps organizations stay
ahead of emerging risks, adapt to changing business environments, and enhance overall
performance and accountability.
The Company has an Audit Committee consisting of Two Independent
Directors and one Executive Director. The Audit Committee of the Board of Directors and
Statutory Auditors are periodically
apprised of the internal audit findings and corrective actions taken.
The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of
internal control system and suggests improvements if any for strengthening them.
17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors of the Company have not reported any fraud as
specified under the second proviso of section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force.
18. CEO & CFO CERTIFICATION
Mr. Avinash Ramesh Godkhindi, Managing Director and Chief Executive
Officer and Mr. Venkata Aditya Kumar Grandhi, Chief Financial Officer of the Company have
given annual certification on financial reporting and internal controls to the Board in
terms of Regulation 1 7(8) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the same forms part of this
Annual Report. Mr. Avinash Ramesh Godkhindi, Managing Director and Chief Executive Officer
and Mr. Venkata Aditya Kumar Grandhi, Chief Financial Officer of the Company also give
quarterly certification on financial results while placing the financial results before
the Board in terms of Regulation 33(2) (a) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
19. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a Director and other matters are adopted as per the provisions of the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The remuneration paid to the Directors is as
per the terms laid out in the Nomination and Remuneration Policy of the Company. The
Nomination and Remuneration Policy as adopted by the Board is available on the
Company's website https://ir.zaggle.in/wp-content/uploads/2023/12/
nomination-and-remuneration-policv.pdf.
20. CODE FOR PREVENTION OF INSIDER TRADING
The Company adopted a Code of Conduct to Regulate, Monitor and Report
Trading by Designated Persons and
their Immediate Relatives pursuant the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also
includes code of practices and procedures for fair disclosure of unpublished price
sensitive information and has been made available on the Company's website at
https://ir.zaqqle.in/wp-content/uploads/2025/05/code-
of-practices-and-procedures-for-fair-disclosure.pdf.
The Company is maintaining Structured Digital Database
(‘SDD'), for monitoring the dealings in the securities of the Company by the
promoters, directors and designated persons including immediate relatives and also to keep
record of the persons with whom the unpublished price sensitive information of the Company
has been shared internally or externally until it becomes public.
21. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors adopted the Vigil Mechanism/ Whistle Blower
Policy which is in compliance with Section 177(9) of the Companies Act, 2013 and
Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Whistle Blower Policy aims to conduct the
affairs of the Company in a fair and transparent manner by adopting the highest standards
of professionalism, honesty, integrity and ethical behaviour.
A mechanism has been established for employees and other stakeholders
to reporttheir concerns about unethical behaviour, actual or suspected fraud or violation
of the Code of Conduct and Ethics, and leak of price-sensitive information under the
Company's Code of Conduct formulated for regulating, monitoring, and reporting by
Insiders under Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time. It also provides for adequate safeguards
against the victimization of employees who avail the mechanism and allows direct access to
the Chairman of the Audit Committee. During the year under review, no complaints were
reported under the Whistle Blower Policy. The Whistle Blower Policy is available on the
Company's website https://ir.zaggle.in/wp-content/
uploads/2023/12/Whistle-Blower-Policy.pdf
22. MATERIAL SUBSIDIARY POLICY
The Company has formulated a Policy for determining Material
Subsidiaries. The Policy is available on the Company's website and can be accessed at
Company's website https://ir.zaqqle.in/wp-content/uploads/2023/12/
policv-for-determininq-material-subsidiaries.pdf.
During the financial year 2024-25, the Company does not have any
material subsidiary.
23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted zero tolerance for sexual harassment at the
workplace and has formulated a policy on prevention, prohibition, and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder
for prevention and redressal of complaints of sexual harassment at workplace.
The Company has constituted the various Internal Complaints Committee
at various office locations of the Company in accordance with the provisions of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder. There was no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year
under review.
The Company regularly conducts awareness programmes for its employees.
The table below provides details of complaints received/ disposed
during the financial year 2024-25:
No. of complaints at the beginning of financial year: Nil No. of
complaints filed during the financial year: Nil No. of complaints disposed during the
financial year: Nil No. of complaints pending at the end of financial year: Nil
24. COMPLAINCES UNDER THE MATERNITY BENEFIT ACT, 1961
Our Company is fully compliant with the Maternity Benefit Act, 1961,
ensuring that our employees receive the benefits and support they are entitled to.
25. POLICIES
The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies
for all listed companies. Accordingly, the Company has adopted various policies and the
following policies are uploaded on the website of the Company. Some internal policies are
available on the intranet platform of the Company. The policies are reviewed periodically
by the Board/Committee and updated based on need and new compliance requirements.
| 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 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 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. |
|
Name of the policy |
Brief description |
Web link |
| Policy on Materiality of and Dealing with
Related Party Transactions |
The policy regulates all transactions between
the Company and its related parties |
https://ir.zaggle.in/governance-policies/ |
| 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.zaqqle.in/wp-content/uploads/2023/1 2/Corporate- Social-Responsibilitv-Policv.pdf. The
policy encompasses the philosophy of the Company for delineating its responsibility as a
corporate citizen and lays down the
guideline and mechanism for undertaking socially useful programs for
welfare of the community at large and for underprivileged community in the area of its
operation in particular.
As per the provisions of Section 135 of the Companies Act, 2013and the
Rules made thereunder, the Company has spent an amount of ? 9.47 million for the financial
year 2024-25 as approved by the Board of Directors towards CSR Activities i.e. 2% of the
average net profits of the Company made during the three immediately preceding financial
years.
The Annual Report on CSR containing the composition of the CSR
Committee, salient features of the CSR Policy, details of activities, and other
information as required under Companies (Corporate Social Responsibility Policy) Rules,
2014 are provided in Annexure-lll attached to this Report.
28. ADEQUECY OF INTERNAL FINANCIAL CONTROLS AND COMPLIANCE WITH LAWS
The Company has adequate internal controls consistent with the nature
of business and size of the operations, to effectively provide for safety of its assets,
reliability of financial transactions with adequate checks and balances, adherence to
applicable statues, accounting policies, approval procedures and to ensure optimum use of
available resources. These systems are reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor revenue and expenditure against approved
budget on an ongoing basis.
The Company has an internal auditor to assess the adequacy and
effectiveness of the Internal Controls and System across all key processes covering
various locations. Audit Observations along with recommendations and its implementations
are reviewed by the Audit Committee and concerns, if any, are reported to the Board.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details pertaining to loans given, guarantees or securities
provided or investments made by the Company under Section 186 of the Companies Act, 2013
during the year under review is forming part of the notes to the Financial Statements.
30. PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties as
per Section 188 of the Companies Act, 2013
and rules made thereof as amended from time to time and as per the
Policy on Materiality of and Dealing with Related Party Transactions of the Company during
the financial year ended March 31,2025 in prescribed Form AOC-2 is annexed to this
Board's Report as Annexure-IV. Further there are no materially significant
related party transactions during the year under review with Promoters, Directors, Key
Managerial Personnel's and their relatives, which may have potential conflict with
interest of the Company at large. The related party transactions were placed before the
audit committee and also to the Board at their respective meetings for approval. All
related party transactions entered during the year were in the ordinary course of business
and at arm's length basis. Details of the related party transactions during the year
are part of the financial statements forming part of this Annual Report.
In line with the requirements of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has a Policy on Materiality of and Dealing with Related
Party Transactions, which is also available on the Company's website at
https://ir,zaqqle. in/wp-content/uploads/2023/1 2/policv-on-materialitv-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
CompaniesAct, 2013 read with Rule8(3)oftheCompanies (Accounts) Rules, 2014 is annexed in Annexure-V.
32. ANNUAL RETURN
The Annual Return of the Company for the financial year 2024-25 as
required under Section 92(3) and 134(3)(a) of the Companies Act, 2013 is available on the
website of the Company and can be accessed on the Company's website at the link
https://ir.zaqqle.in/disclosures- requlation/.
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 Mr. S. Sarweswara
Reddy, Practicing Company Secretary, representing M/s. S. S. Reddy & Associates, (Firm
Registration Number S2008AP101300), Hyderabad with regard to compliance of conditions of
corporate governance as stipulated under Schedule V Part E of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
forms part of the Annual Report.
35. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
A detailed Business Responsibility and Sustainability Report in terms
of the provisions of Regulation 34 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual
Report.
36. INDIAN ACCOUNTING STANDARDS
The Company has adopted Indian Accounting Standards with effect from
April 01, 2017 pursuant to Ministry of Corporate Affairs' notification of the
Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated
financial statements of the Company, forming part of the Annual Report, have been prepared
and presented in accordance with all the material aspects of the Indian Accounting
Standards as notified under Section 133 of the Companies Act 2013 read with the Companies
(Indian Accounting Standards) Rules 2015 by Ministry of Corporate Affairs and Regulation
33 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended and relevant amendment rules issued thereafter
and guidelines issued by the Securities Exchange Board of India. There was no revision of
Financial Statements (Standalone & Consolidated) and Board Reports during the year
under review.
37. STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
In terms of Section 118(10) of the Companies Act, 2013, the Company
complies with Secretarial Standards 1 and 2, relating to the ‘Meetings of the Board
of Directors' and ‘General Meetings', respectively as issued by the
Institute of Company Secretaries of India and approved by the Central Government.
38. PARTICULARS OF EMPLOYEES
The statement of particulars of appointment and remuneration of
managerial personnel as required under Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed in Annexure-VI.
The statement containing particulars of employees pursuant to Section
197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is open for inspection at the Registered
Office of the Company during business hours on all working days of the Company, up to the
date of the ensuing Annual General Meeting.
Any member interested in obtaining such details may write to the
Company Secretary of the Company at haripriva.sinqhigizaqqle.in.
39. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no amount in the unclaimed dividend account remaining unpaid
underSection 124(5) of the Companies Act, 2013.
40. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company during the
year under review.
41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy Code, 2016.
42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The disclosure under this clause is not applicable as the Company has
not undertaken any one-time settlement with the banks or financial institutions.
43. SIGNIFICANT/MATERIAL ORDERS PASSED BY COURTS OR TRIBUNALS
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company's operations in
future.
44. CREDIT RATING
During the year under review, the Company's credit rating has been
upgraded from ACUITE BBB; Outlook - Stable to BBB+; Outlook - Positive by ACUITE. The
rating upgrade from ACUITE is primarily owed to improved financial and business risk
profile of the company with healthy capitalization levels. It demonstrates the high
reputation
and trust the Company has earned for its sound financial management and
its ability to meet all its financial obligations.
Further, after the end of the financial year 2024-25, on July 16, 2025,
the Company obtained credit rating from CARE Ratings Limited and has been assigned rating
i.e Care A-; stable for the long-term bank facilities.
45. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business. The company ensures that it provides a
harmonious and cordial working environment to all its employees. To ensure good human
resources management, the Company focused on all aspects of the employee lifecycle. This
provides holistic experience for the employee as well. During their tenure at the Company,
employees are motivated through various skill- development programs, engagement and
volunteering programs.
The Company has put in continued efforts in building capabilities of
Human Resources with adoption of specific and targeted interventions. The Company has a
structured induction process at all locations and management development programs to
upgrade skills of managers. Objective appraisal systems based on Key Result Areas are in
place for all employees.
The Company is committed to nurture, enhance and retain talent through
superior Learning & Organizational Development.
46. INVESTOR RELATIONSHIP
Investor relations is a critical function within a company that focuses
on building and maintaining relationships with its investors and stakeholders. It serves
as the bridge between the Company's management team and its shareholders, analysts,
and the broader investment community. The primary goal of investor relations is to
effectively communicate the Company's financial performance, strategic direction, and
key developments to the investment community.
Investor relations activities play a vital role in managing the flow of
information between the Company and its investors. This disseminates accurate and timely
information, such as financial reports, earnings releases, and regulatory filings, to
ensure transparency and compliance.
The Company's officials participate in investor conferences,
roadshows, and earnings calls, where they
provide updates on the Company's performance and address questions
and concerns from investors.
Another crucial aspect of investor relations is building and
maintaining relationships with shareholders and analysts.
Overall, investor relations is a critical function that helps companies
establish and maintain productive relationships with their investors and the broader
investment community and also contribute to enhancing the Company's reputation,
maximizing shareholder value, and supporting its long-term growth objectives.
47. INSURANCE
The Company has taken adequate insurance cover for all assets and also
such types of all risks as considered necessary by the management from time to time.
48. RECONCILIATION OF SHARE CAPITAL AUDIT
As required by the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, quarterly audit of the
Company's share capital is being carried out by Mr. S. Sarweswara Reddy, Practicing
Company Secretary, representing M/s. S. S. Reddy & Associates, Hyderabad (Firm
Registration Number S2008AP101300), with a view to reconcile the total share capital
admitted with NSDL and CDSL and held in physical form, with the issued and listed capital.
In this regard, the certificate is submitted to BSE Limited and the National Stock
Exchange of India Limited and is also placed before the Board of Directors.
49. COMPLIANCE MANAGEMENT
The Company has implemented a compliance management tool to streamline
and manage compliance tracking of all the statutory & legal compliances needs to be
followed by the Company and provides the necessary assurance to the Board. The application
provides a facility to update statutory compliances from time to time by attaching the
evidence of compliance. The tool also provides system driven alerts to the respective
personnel of the Company for complying with the applicable laws and regulations as per the
due dates for compliance to be followed by the Company.
50. ACKNOWLEDGEMENTS
We, the Board of Directors, feel compelled to express our sincere
acknowledgment and heartfelt appreciation to the customers, consumers, investors, bankers,
partners vendors and all stakeholders who have played an invaluable role in our collective
success.
To our esteemed customers and consumers, we extend our utmost
appreciation. Your loyalty and trust in our brand inspire us to continuously improve and
exceed
your expectations. Your invaluable feedback and support have guided us
in refining our products and services, ultimately enhancing the overall customer
experience. We are honoured to be a part of your lives and strive to consistently deliver
excellence.
We would also like to express our gratitude to our investors for their
unwavering confidence in our vision and mission. Your financial backing and strategic
guidance have propelled our growth and enabled us to pursue innovation and expansion.
Your belief in our potential has been instrumental in transforming our
ideas into reality, and we remain committed to delivering returns on your investment.
To our esteemed bankers, we extend our sincere appreciation and your
unwavering support and collaboration has been instrumental in our operational efficiency
and growth. Your partnership has enabled us to navigate challenges and seize
opportunities, and we are grateful for the synergy we have cultivated together.
Your Directors express their sincere thanks to the Statutory Auditors,
Internal Auditors, Secretarial Auditors and other consultants and agencies for their
services and co-operation and contribution for the smooth operations of the Company.
sincere appreciation of the commitment, support and sincere efforts put
in by employees in Service as well as growth of the Company during the year and look
forward to their continued cooperation in realization of the corporate goals in the years
ahead.
Last but not least, we would like to extend our heartfelt thanks to all
our stakeholders. Your collective efforts, dedication, and belief in our organization have
been the cornerstone of our achievements. We cherish the relationships we have built, and
we are committed to fostering open communication, transparency, and collaboration as we
move forward. In conclusion, we wholeheartedly acknowledge and appreciate the customers,
consumers, vendors investors, bankers, and all stakeholders who have contributed to our
journey thus far. Your unwavering support and trust have been integral to our success, and
we look forward to continuing this partnership as we strive for new heights together.
|
For and On Behalf of the Board of Directors |
|
Zaggle Prepaid Ocean Services Limited |
|
Raj P Narayanam |
|
Executive Chairman |
|
DIN: 00410032 |
|
Avinash Ramesh Godkhindi |
|
Managing Director and |
| Place: Hyderabad |
Chief Executive Officer |
| Date: August 14, 2025 |
DIN: 05250791 |
|