The Company is a program manager for various programs of the banks for its prepaid cards and accordingly banks maintain the pool accounts for these prepaid card program where funds are held. These accounts are opened primarily for settlement and collection activities with respect to operations facilitated by the Company.

Accordingly, the balance in the aforesaid bank accounts are not included in ‘Balance with Banks' above as these are not owned or contractually available for use by the Company and set aside for settlement of usage by the Company's pre-paid card customers.

*Represents expenses incurred by the Company in connection with Initial Public Offering (IPO) of equity shares. In accordance with the Act and also as per the offer agreement entered between the Company and the selling shareholders, the selling shareholders have reimbursed the share issue expenses in proportion to the respective shares offered for sale. Accordingly, the Company has partly recovered the expenses incurred in connection with the issue on completion of IPO. The Company's share of expenses has been adjusted against securities premium under Section 52 of the Act on completion of IPO in the current year and the amount receivable from selling shareholders has been recovered from them.

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.

vi. The Company has utilized the loans borrowed during the year for the purpose for which it is obtained as mentioned in the borrowing agreements.

vii. The Company is not declared as a wilful defaulter by any bank and financial institution or any other lender the during the year.

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

Overdraft Facility availed from ICICI bank amounting to ' 353.39 Mn (March 31, 2023: ' 200.68 Mn) carries interest of MCLR rate 1% (presently 9.5% p.a.) and is repayable on demand. The Overdraft facility along with term loan as above 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.

Note (ii) Details of Corporate social responsibility (CSR) expenditure:

As per Section 135 of the Companies Act, 2013 (‘Act), a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The focus areas of Company's CSR activities are Education, Health & Wellness and Community Engagement. The CSR activities of the Company are in line with the Schedule VII of the Companies Act, 2013. A CSR committee has been formed by the Company as per the Act.

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.

c. Information about major customers (from external customers)

During the year the Company has derived revenue from 4 customers (March 31, 2023: 3) totalling to ' 3,464.19 Mn (March 31, 2023: ' 2,878.89 Mn) which amounts to 10% or more of its total revenue.

34 The Company's equity shares have been listed on National Stock Exchange of India Limited (“NSE”) and on BSE Limited (“BSE”) on September 22, 2023, by completing the Initial Public Offering (IPO) of 3,43,52,255 equity shares of face value of ' 1 each at an issue price of ' 164 per equity share, consisting of fresh issue of 2,39,02,439 equity shares and an offer for sale of 1,04,49,816 equity shares by the selling shareholders. The Company had received an amount of ' 3,621.60 Mn (net off estimated offer expenses ' 298.40 Mn, including pre- IPO related estimated expenses) from proceeds of fresh issue of equity shares. Further, the fund raised from Offer for sale were remitted to the selling shareholders (net off estimated offer expenses borne by the selling shareholders).The utilization of the net proceeds is summarised as below:

35 DETAILS OF DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES AS DEFINED UNDER THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006: The amount due to Micro and Small Enterprises as defined in the ‘The Micro, Small and Medium Enterprises Development Act, 2006' has been determined to the extent such parties have been identified on the basis of information available with the Company. The disclosures relating to Micro, Small and Medium Enterprises are as under:

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.

Note: The Company has not disclosed the fair values for financial instruments such as short-term trade receivables or short-term trade payables because their carrying amounts are a reasonable approximation of fair values.

Note 1: For the purpose of above abbreviations, FVTOCI - Fair value through other comprehensive income; amortised cost - fair value through amortized cost.

Note 2: Other financial assets and liabilities relate to level 3 financial instruments where the carrying value reasonably approximates to their fair value.

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 riski. 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 table below provides details regarding the undiscounted contractual maturities of significant financial liabilities:

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.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

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