Zaggle Prepaid Ocean Services Limited has approved the incorporation of a wholly owned subsidiary, Zaggle Holding Limited, in the Abu Dhabi Global Market (ADGM). This strategic move aims to establish a base for fintech, SaaS, and AI operations while holding investments in group and third-party entities.

The Board of Directors granted approval during a meeting held on October 6, 2026. The new entity will be registered under the laws of the United Arab Emirates, specifically within the ADGM jurisdiction. The company intends to engage in financial technology and software-as-a-service businesses through this vehicle.

Capital structure and ownership

The proposed subsidiary will be incorporated with an initial capital equivalent to USD 10,000. This amount is to be infused in one or more tranches, adhering to applicable local laws and regulatory requirements. Zaggle will retain 100% shareholding in the new entity, ensuring complete control over its operations and strategic direction.

Regulatory and operational scope

The incorporation process requires approval from the ADGM Registration Authority and any other necessary governmental bodies. The subsidiary is designed to act as a holding company for investments in both internal group structures and external third-party entities. This structure allows for flexible capital allocation and strategic partnerships within the global fintech ecosystem.

The board meeting commenced at 1:30 pm and concluded at 2:15 pm. The company filed this disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Zaggle Prepaid Ocean Services shareholders voted in favour of all five resolutions proposed at its 15th Annual General Meeting (AGM) held on September 29, 2026. The meeting adopted the audited standalone and consolidated financial statements for the fiscal year ended March 31, 2026, and approved key governance changes.

Voting Results and Scrutinizer Report

The scrutinizer’s report confirmed that all ordinary resolutions were passed with requisite majority. The voting process was conducted via remote e-voting and electronic voting during the AGM, facilitated by KFin Technologies Limited. The results were unblocked on September 29, 2026, at 4:45 pm in the presence of witnesses.

Governance and Board Composition

The AGM was chaired by Dr. Raj P Narayanam, who recused himself from proceedings regarding his own re-appointment (Item No. 3). In his absence from that specific agenda item, Independent Director Mr. Abhay Raosaheb Deshpande took the chair to ensure procedural compliance.

A significant governance update involved the re-designation of Mr. Arun Vijaykumar Gupta (DIN: 05131228). Members approved his transition from Non-Executive Independent Director to Non-Executive Non-Independent Director. This change alters the board's independence ratio while retaining his role on the board.

The final board composition discussed during the meeting included:

• Dr. Raj P Narayanam: Executive Chairman and Member
• Mr. Avinash Ramesh Godkhindi: Managing Director and CEO
• Mr. Abhay Raosaheb Deshpande: Non-Executive Independent Director
• Mr. Aravamudan Krishna Kumar: Non-Executive Independent Director
• Ms. Prerna Tandon: Non-Executive Independent Director
• Mr. Arun Vijaykumar Gupta: Non-Executive Non-Independent Director

Participation and Procedural Details

The meeting was attended by members holding shares as of the cut-off date, September 22, 2026. Remote e-voting commenced on September 25, 2026, and closed on September 28, 2026. Members present during the live session were provided a 15-minute window to cast votes electronically if they had not participated via remote e-voting.

Mr. S. Sarweswara Reddy of M/s. S. S. Reddy & Associates served as the Scrutinizer. The consolidated voting results and the scrutinizer’s report were filed with stock exchanges on September 30, 2026, and are available on the company website and the RTA portal.