L. Provision, contingent liabilities and contingent assets

A provision is recognized if, as a result of a past event,
the Company has a present legal or constructive
obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will
be required to settle the obligation. Provisions are
determined by discounting the expected future
cash flows (representing the best estimate of the
expenditure required to settle the present obligation
at the balance sheet date) at a pre-tax rate that reflects
current market assessments of the time value of money
and the risks specific to the liability. The unwinding
of the discount is recognized under finance costs.
Expected future operating losses are not provided for.

Provision in respect of loss contingencies relating to
claims, litigations, assessments, fines and penalties are
recognized when it is probable that a liability has been
incurred and the amount can be estimated reliably.

Contingent liabilities and contingent assets:

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

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

M. Cash and cash equivalents

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

N. Events after reporting date

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

O. Recent accounting pronouncements:

Ministry of Corporate Affairs (“MCA”) notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time. For the year ended March
31, 2024, MCA has not notified any new standards or
amendments to the existing standards applicable to
the Company.

iii) Shareholders vide the Extra-ordinary general meeting dated have approved the following :

a. In current year, Increase in Authorized Share Capital of the Company from ' 120.00 Mn divided into 12,00,00,000
Equity Shares of ' 1/- each to ' 150.00 Mn divided into 15,00,00,000 Equity Shares of ' 1/- each vide dated
August 11, 2023.

b. During previous year

i) Authorized Share Capital of the Company increased from ' 51.04 Mn divided into 51,03,785 Equity Shares
of ' 10/- each to ' 120.00 Mn divided into 1,20,00,000 Equity Shares of ' 10/- each, by creation of 68,96,215
Equity Shares of ' 10/- each, ranking pari passu with the existing Equity Shares of the Company vide dated
July 27, 2022

ii) Sub-division of the Authorized Share Capital consisting of 1,20,00,000 equity shares of the Company having
face value of ' 10 each into 12,00,00,000 equity shares of face value of ' 1 each w.e.f., July 27, 2022, without
altering the aggregate amount of the same.

iii) Further, the issued, subscribed and paid-up share capital consisting of 1,80,821 equity shares of the
Company having face value of ' 10 each shall stand sub-divided into 18,08,210 equity shares having face
value of ' 1 each w.e.f., July 27, 2022 without altering the aggregate amount of such capital and shall rank
pari passu in all respects and carry the same rights as to the existing fully paid-up equity shares of ' 10 each
of the Company.

iv) Issue of fully paid bonus shares of '1 each in proportion of 50 equity shares for every 1 existing equity share
by capitalizing a sum of ' 90.41 Million from the Securities Premium account available with the Company.

iv) Rights, preferences and restrictions attached to equity shares of ' 1 each (March 23 - '1 each), fully paid up:

The Company has only one class of equity shares having par value of ' 1 (March 23 - ' 1) per share. Each holder of
equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The
dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive
remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to
the number of equity shares held by the shareholders.

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

(i) Non-Cumulative Redeemable Non-Convertible Debentures:

Non-Cumulative Redeemable Non- Convertible Debentures (NCDs) amounting to ' Nil (March 31, 2023: 500 Mn)
represents 500 N0's with a face value of ' 10,00,000/- each carrying interest of 13.5% p.a and are redeemable in
3 years in 11 instalments of ' 4.5 Mn each beginning from September 2023. These NCDs are secured by First and
exclusive charge on present and future fixed, current, tangible and intangible assets, certain mutual funds investments
of the Company. During the current year the Company has taken the term loan from bank to prepay the NCDs and
same were fully prepaid in February, 2024.

(ii) Term Loan from bank:

a. Term loan from bank amounting to ' 367.95 Mn (March 31, 2023: Nil) was availed during the year for prepaying
NCDs carries interest of MCLR 1.4% (presently 9.6% p.a.) and is repayable in 7 quarterly instalments of ' 56.20
Mn each and last instalment of ' 30.40 Mn excluding interest beginning from March 2024. The Term loan along
with Overdraft facility as below are jointly secured by way of exclusive charge on the current assets of the
Company including trade receivables and inventories. The loans are collaterally secured by way of exclusive
charge on the immovable properties being commercial property and Residential property, both, belonging to
other body corporate. The loans are further secured by way of Corporate Guarantee extended by the said body
corporate.

b. Term loan from bank amounting to ' Nil (March 31, 2023: 187.50) was repaid during the year from IPO proceeds.

(iii) Property Loan:

Property loan taken from bank amounting to ' 11.99 Mn(March 31, 2023: ' 12.13 Mn) carries interest at Repo rate
spread of 2.9% (Presently 9.4% p.a) and is repayable in 195 equated monthly instalments of ' 0.12 Mn each beginning
from August 2021. The loan is secured by way of mortgage of property. Advance given for purchase of property is
grouped under non current assets (Refer Note 10).

(iv) Vehicle Loans

Vehicle loans from bank amounting to ' 2.69 Mn (March 31, 2023: ' 5.24 Mn) carry interest rate of 7.8% to 8.25% p.a
and are repayable in 60 equated monthly instalments. The said loans are secured by way of hypothecation of vehicles
purchased.

(v) Deferred payables:

Deferred payables amounting to ' Nil (March 31, 2023: ' 310.40 Mn) are repayable in five instalments starting with
March 2022 and ending in December 2023 and carries interest rate of 11% p.a. which is payable along with last
instalment. In September 2023 the Company has repaid fully.

Notes:

i) . During FY 2019-20, the Company had received a show cause notice towards service tax demand amounting to

' 272.04 Mn charged on the face value of sale of its prepaid cards/ Gift vouchers etc. The Company has filed
appeals before the Commissioner of Central tax, Hyderabad against the aforesaid demand. In the month October
2022, the Company received an order dated March 30, 2022 from Commissioner of Central tax, Hyderabad
dropping demand amounting to ' 259.75 Mn and upheld the demand amounting to ' 12.29 Mn and further
imposed a penalty and late fee for ' 12.44 Mn. The Company has further filed a appeal against the said demand
before CESTAT and amount paid under protest ' 4.32 Mn.

ii) . During FY 2023-24 Company received a Demand notice under section 156 of Income Tax 1956 pertaining to

FY 2021-22 demanding ' 40.92 Mn by not allowing the deduction on account of carry forward losses, bad
debts written off and Ind AS adjustments. The Company has filed an appeal against the said demand before
Commissioner of Income Tax -Appeals.

The Company, based on its legal assessment does not believe that any of the pending claims require a provision as
at the balance sheet date, as the likelihood of the probability of an outflow of resources at this point of time is low.

32 EARNINGS PER SHARE (EPS)

Basic earnings per share amounts is calculated by dividing the profit for the year attributable to equity holders by the
weighted average number of equity shares outstanding during the year. Diluted earnings per share amounts is calculated
by dividing the profit attributable to equity holders by the weighted average number of equity shares outstanding during
the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential
equity shares into equity shares.

The Company is having potential equity shares options granted to employees under the ZAGGLE ESOP 2022 are
considered to be potential equity shares. They have been included in the determination of diluted earnings per share to
the extent to which they are dilutive. Details relating to the options are set out in note 44.

33 SEGMENT REPORTING

The Company's operating business are organized and managed according to nature of Products and services provided. This
assessment resulted in identification of (a) Program Fee (b) Platform Fee/Saas Fee/Service fee; (c) Propel platform revenue
/ Gift Cards as separate lines of business activities at Revenue level, by the Chief Operating Decision Maker (CODM).
However, since the Company does not allocate common operating costs, assets and liabilities across business activities,
as per the assessment undertaken by CODM, the allocation resources and assessment of the financial performance is
undertaken at the Company level.

36 EMPLOYEE BENEFITS

a) Defined Contribution Plan
Provident Fund:

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

b) Defined Benefit Plan
Gratuity:

The Company provides Gratuity for employees in India as per the Payment of Gratuity Act, 1972. All employees are
entitled to gratuity benefits on exit from service due to retirement, resignation or death. There is a vesting period of
5 years on exits due to retirement or resignation. There is a limit of ' 2 Mn on the gratuity payable to an employee.
This defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market
(investment) risk.

The present value of the defined benefit obligation and the relevant current service cost are measured using the
Projected Unit Credit Method, with actuarial valuations being carried out at each Balance sheet date.

c) Amounts Recognized as Expense:

i) Defined Contribution Plan

Employer's Contribution to Provident Fund amounting to ' 6.09 Mn (March 31, 2023: ' 5.71 Mn) has been included
in Note 26 under Contribution to Provident and Other Funds.

ii) Defined Benefit Plan

Gratuity cost amounting to ' 5.86 Mn (March 31, 2023: ' 4.75 Mn) has been included in Note 26 under gratuity.
The Company's gratuity plan is unfunded.

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

Risk management framework

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

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

A. Credit risk

i. Credit risk management

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

ii. Provision for Expected credit loss

The Company establishes an allowance for credit loss that represents its estimate of expected losses in respect
of trade and other receivables based on the past and the recent collection trend. The maximum exposure to
credit risk as at reporting date is primarily from trade receivables amounting to ' 57.56 Mn (March 31, 2023:
' 57.56 Mn). The movement in allowance for credit loss in respect of trade receivables during the year was as
follows:

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

B. Liquidity risk

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

The Company has secured loans from bank that contain loan covenants. A future breach of covenant may require the
Company to repay the loan earlier than indicated in the above table.

The Company has access to financing facilities of which ' 96.61 Mn (March 31, 2023 : ' 49.32 Mn) were unused at
the end of the reporting period. The Company expects to meet its other obligations from operating cash flows and
proceeds of maturing financial assets.

(i) Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk
is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest
rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will
fluctuate because of fluctuations in the interest rates.

D. Currency risk

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

38 CAPITAL MANAGEMENT

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

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

42 SUBSEQUENT EVENTS

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

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

Company for holding any Benami property.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

44 EMPLOYEE STOCK BASED COMPENSATION:

Employee Stock Option Plan (ESOP) :

The Company instituted the Zaggle Employee Stock Option Scheme 2022, in which 46,10,936 stock options were approved
by the Shareholders in Extra Ordinary General Meeting held on November 21, 2022 for the benefit of employees.

ZAGGLE ESOP 2022 Plan :

During Previous year, the Company has granted 24,23,369 equity shares of face value ' 1/- each under Employee Stock
Option Scheme to Eligible Employees. The grant made during FY 2022-23 includes grant of 12,48,511 options at exercise
price of ' 1 each and 11,74,858 options at exercise price of ' 271 each. The fair value of share option grant for exercise price
of ' 1 amounting to 360.52 and exercise price of ' 271.00 amounting to ' 236.59 is estimated at the date of the grant using
Black-Scholes method, taking into account the terms and conditions upon which the share option where granted.

In case of Type II options, The Exercise price at which options are granted to certain option grantees is higher than the
prices at which the shares of the Company got listed on stock exchanges. To keep the scheme attractive to the employees,
the Company has decided to reprice the options from ' 271 to ' 164 (the highest price from the price band for IPO) vide
Share holders approval dated December 11, 2023. Accordingly, resulting incremental fair value of ' 51.31 were considered
for recognition of ESOP expenditure during the current year as per Ind AS - 102.

46 The Company has incorporated a wholly owned subsidiary named as Zaggle Technologies Limited (“ZTL”), a private
Company in the United Kingdom on January 12, 2023, as a subscriber to the memorandum. ZTL had allotted 1 equity share
of GBP 1 to the Company upon incorporation, such shares remained unpaid as of March 31, 2023. ZTL had not commenced
any business, operations or activities since its incorporation and there were no transactions during the period January 12,
2023, to March 31, 2023. Considering above the Company has prepared its first consolidated financial statement for the
year ended March 31, 2023. The Company's Board of Directors on its meeting held on August 26, 2023 has decided to
request ZTL to apply to the registrar of companies through its director, to strike off its name off the register in compliance
with applicable provisions of the UK laws. Accordingly, the strike-off application was made by ZTL on August 26, 2023 and
the Company has received dissolution notification dated November 21, 2023.

47 During the year, pursuant to Share Purchase Agreement dated March 27, 2024, the Company has acquired 45% of
shareholding in Span Across IT Solutions Private Limited and acquisition was completed on March 30, 2024.

48 The standalone financial statements were approved by the Board of Directors and authorized for issue on May 23, 2024
As per our report of even date attached

For M S K A & Associates For P R S V & Co. LLP For and on behalf of the Board of Directors of

Chartered Accountants Chartered Accountants Zaggle Prepaid Ocean Services Limited

ICAI Firm Registration No.: 105047W ICAI Firm Registration No.:S200016 (formerly known as Zaggle Prepaid Ocean Services Private Limited)

Prakash Chandra Bhutada Y. Venkateswarlu Raj P Narayanam Avinash Ramesh Godkhindi

Partner Partner Executive Chairman Managing Director & CEO

Membership No: 404621 Membership No: 222068 DIN: 00410032 DIN : 05250791

Hari Priya Venkata Aditya Kumar Grandhi

Company Secretary Chief Financial Officer

M No: A22232 M No: 231164

Place: Hyderabad Place: Hyderabad

Date: May 23, 2024 Date: May 23, 2024