RAN Ventures Private Limited, a promoter group entity, has disclosed the acquisition of 30,000 equity shares of Zaggle Prepaid Ocean Services Limited through the open market on May 20, 2026. The disclosure was submitted under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The transaction was signed by Raj P Narayanam, Director of RAN Ventures Private Limited.

Acquisition Details

The purchase of 30,000 equity shares represents 0.02% of the total share/voting capital and 0.02% of the total diluted share/voting capital of Zaggle Prepaid Ocean Services Limited. The equity share capital of the target company remained unchanged at 13,44,58,445 equity shares of Rs. 1/- each. The total diluted share/voting capital after the acquisition stands at 13,55,16,646 equity shares of Rs. 1/- each.

Pre and Post-Acquisition Shareholding

The following table summarises RAN Ventures' shareholding position before and after the acquisition:

Persons Acting in Concert (PAC)

As per Annexure-I filed alongside the disclosure, the following individuals and entities have been identified as Persons Acting in Concert (PAC) with RAN Ventures Private Limited:

• Raj P Narayanam — PAC
• Avinash Ramesh Godkhindi — PAC
• Quadigo Ventures LLP — PAC
• Sumedha Rao — PAC

RAN Ventures Private Limited is confirmed as the acquirer and belongs to the promoter/promoter group of Zaggle Prepaid Ocean Services Limited.

Zaggle Prepaid Ocean Services announced its audited financial results for the quarter and year ended March 31, 2026, reporting a third consecutive quarter of record performance. The company delivered its strongest-ever annual results, with consolidated revenue from operations for FY26 growing 46.3% year-on-year to ₹19,076.5 million, compared to ₹13,037.6 million in FY25. Net profit for the year increased 51.8% to ₹1,387.5 million from ₹914.1 million in the previous year. On a standalone basis, revenue from operations grew 42.2% year-on-year to ₹18,528.1 million, with standalone Profit After Tax rising 51.9% to ₹1,328.6 million. The Board of Directors approved the standalone and consolidated audited financial results at their meeting held on May 13, 2026, with the statutory auditor issuing an unmodified audit opinion on both sets of financial statements.

Consolidated Financial Performance

The consolidated financial metrics for the quarter and full year highlight robust growth across all profitability indicators. Adjusted EBITDA for FY26 surged 51.0% to ₹1,915.9 million, with an EBITDA margin of 10.0%. On a quarterly basis, Q4 FY26 revenue rose 49.9% to ₹6,179.2 million, while adjusted EBITDA jumped 62.4% to ₹604.6 million. Profit After Tax for Q4 FY26 stood at ₹406.0 million, a 30.4% increase over the corresponding period last year. Quarter-on-quarter, Q4 FY26 revenue grew 17.6% from ₹5,255.5 million in Q3 FY26, with adjusted EBITDA rising 15.0% from ₹525.7 million. Consolidated basic EPS for FY26 stood at ₹10.28, compared to ₹6.99 in FY25, while diluted EPS was ₹10.26 versus ₹6.96.

Segment Revenue Breakdown

The consolidated segment revenue data reflects strong growth across all revenue streams. Program Fee revenue for FY26 grew to ₹7,523.35 million from ₹5,456.41 million in FY25, while Propel platform revenue and gift cards rose to ₹11,074.07 million from ₹7,218.48 million. Platform fee, SaaS fee, and service fee revenue reached ₹479.04 million compared to ₹362.68 million in the prior year. All revenue was generated within India.

Standalone Financial Performance

The standalone profit and loss statement reflects consistent growth across revenue streams. Standalone gross profit for FY26 grew 35.0% to ₹8,411.5 million, with a gross profit margin of 45.4%. Reported EBITDA on a standalone basis rose 56.7% to ₹1,805.7 million, with a reported EBITDA margin of 9.7%. The Propel platform's annual standalone revenue surpassed ₹10,000 million for the first time, reaching ₹10,555 million, and contributed 57% of total standalone revenue, with Program Fees contributing 41% and Platform Fees contributing 2%. Standalone basic EPS for FY26 was ₹9.89 and diluted EPS was ₹9.87, compared to ₹6.96 and ₹6.93 respectively in FY25.

Management Commentary and Strategic Updates

Commenting on the performance, Raj P Narayanan, Founder and Executive Chairman, said: "With third consecutive quarter of record performance, we closed FY26 on a strong footing, delivering our strongest-ever quarterly and annual results. On an annual basis, company delivered a topline of INR 19,076 million (46.3% YoY growth), adjusted EBITDA of INR 1,916 (51.0% YoY growth) and PAT of INR 1,388 million (51.8% YoY growth). On a quarterly basis, the company recorded revenues of INR 6,179 million (49.9% YoY growth), adjusted EBITDA of INR 605 million (62.4% YoY growth), PAT INR 406 million (30.4% YoY growth) supported by sustained margin improvement."

Narayanan further noted that during the year, the company completed the acquisitions of Greenedge Enterprises and Rivpe Technology (rebranded as Zagg.Money), entered the consumer retail credit card market, and established Zaggle Payments IFSC Ltd in GIFT City to serve as a platform for global cross-border payments and financial services. The company also moved from AI-led vision to full-scale execution with dual AI engines — one driving internal efficiency and another powering customer-facing capabilities.

Subsequent to the quarter ended March 31, 2026, the Board approved the proposed acquisition of assets from Dice Enterprises Private Limited — comprising software, databases, codebase, contracts, intellectual property, domain names, and other related assets in the spend management space — for a consideration of approximately ₹679 million plus applicable taxes. However, during the earnings call, management announced that the definitive documents for the acquisition of DICE have been signed as an asset purchase agreement for approximately ₹68 crores, excluding GST, a significant optimization from the initial valuation. This acquisition integrates advanced AI capabilities into the ecosystem, positioning the company to lead in travel and expense and procure-to-pay markets. The company has decided not to proceed with the previously proposed acquisition of EffiaSoft.

Corporate Actions and Fund Utilisation

The company has fully utilised IPO proceeds of ₹3,621.60 million as at March 31, 2026, across customer acquisition and retention (₹3,000.00 million), technology and product development (₹400.00 million), repayment of borrowings (₹170.83 million), and general corporate purposes (₹50.77 million). Out of net QIP proceeds of ₹5,741.37 million raised during FY25, the company had utilised ₹1,912.97 million as at March 31, 2026, for repayment of borrowings, strategic investments, and general corporate purposes, with the balance ₹3,828.40 million temporarily invested in deposits with scheduled commercial banks and a monitoring account. During the quarter, the company allotted 6,478 equity shares at an exercise price of ₹164 per option under its Employee Stock Options Scheme. The Board and shareholders also approved the issuance of 1,058,201 share warrants on a preferential basis at ₹567 per warrant, with 25% (₹141.75 per warrant, aggregating ₹149.99 million) received on allotment.

Operational Metrics and FY27 Guidance

As of March 31, 2026, Zaggle had issued over 50 million prepaid cards, served more than 3.9 million users, and partnered with 19 banks, maintaining a customer churn rate of less than 1.5% and customer acquisition costs of less than 5% of total revenue. The company serves over 3,900 corporates and employs 310+ people. The consolidated group includes subsidiaries Span Across IT Solutions Private Limited, Greenedge Enterprises Private Limited, Rivpe Technology Private Limited, Omnicash Fintech Private Limited, and Zaggle Payments IFSC Limited, along with associate Mobileware Technologies Private Limited. Looking ahead to FY27, the company projects standalone revenue growth of 25–30% and consolidated revenue growth of approximately 40%, supported by AI-first product development, expansion into MENA and US markets, and deeper monetisation across its strategic pillars. The company deferred its EBITDA guidance for FY27, citing the structural change in the DICE acquisition to an asset purchase and the onboarding of employees, and expects to provide guidance once integration is complete.