Zaggle Prepaid Ocean Services Limited announced that its Board of Directors has approved the incorporation of a wholly owned subsidiary, Zaggle Payments IFSC Limited, in Gujarat International Finance Tec-City (GIFT City). The board meeting for this decision was held, with the authorized capital for the new subsidiary set at ₹15.00 lakh.

Subsidiary Details

The proposed wholly owned subsidiary, Zaggle Payments IFSC Limited, has been approved by the Ministry of Corporate Affairs, Government of India. Zaggle Prepaid Ocean Services has structured the subsidiary with specific capital requirements and operational focus.

Business Operations and Objectives

The proposed subsidiary will operate as a SaaS fintech company in the fintech industry. The entity will engage in providing spend management solutions to corporates and their users through online platforms and solutions. This expansion aligns with the company's core business of simplifying financial processes and payment solutions.

Regulatory Requirements

The incorporation of the wholly owned subsidiary is subject to several regulatory approvals. The company must obtain clearances from the International Financial Services Centres Authority (IFSCA), Ministry of Corporate Affairs, and other regulatory and statutory authorities as required.

Financial Structure

The subscription of shares in the proposed subsidiary will be through cash consideration. Zaggle Prepaid Ocean Services will acquire 100% shareholding in the new entity, making it a wholly owned subsidiary and a related party transaction upon incorporation.

Implementation Timeline

The incorporation timeline depends on receiving the necessary approvals from statutory and regulatory authorities. The company has committed to providing updates once the wholly owned subsidiary is successfully incorporated and operational. The completion period remains subject to the receipt of all required regulatory clearances.

Zaggle Prepaid Ocean Services Limited has successfully completed its warrant allotment process, marking a significant milestone in its fundraising initiative. The company allotted 10,58,201 warrants on December 16, raising ₹15.00 crore as the initial subscription amount.

Warrant Allotment Completion

The board of directors completed the allotment of warrants following approvals from the Extraordinary General Meeting held on October 31 and in-principal approval from both NSE and BSE. The warrants were issued at ₹567 per warrant, with allottees paying 25% of the issue price upfront as per SEBI regulations.

Allottee Breakdown

The warrants were distributed between two strategic investors as planned:

Conversion Terms and Lock-in

Each convertible warrant entitles the holder to apply for one equity share of face value Re. 1 each. The allottees must pay the remaining 75% of the issue price within 18 months from the allotment date to convert the warrants into equity shares. The warrants issued on preferential basis will be locked-in for the specified period as per SEBI regulations.

Regulatory Compliance

The allotment was completed in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The company confirmed that there is no change in the paid-up share capital as only convertible warrants have been allotted at this stage.

Additional Financial Initiative

Alongside the warrant allotment, Zaggle has also entered into a loan agreement with Dice Enterprises Private Limited, providing up to ₹15 crore for working capital purposes. This 12-month loan carries a 12% per annum interest rate and is repayable on demand.

The successful completion of the warrant allotment demonstrates Zaggle's ability to execute its capital raising plans and strengthens its financial position for future growth initiatives.