Zaggle prepaid ocean services Limited has received a credit rating reaffirmation from CARE Ratings Limited, maintaining its CARE A-; Stable rating for long-term bank facilities worth ₹100.00 crore. The rating agency announced this decision on March 04, 2026, citing the company's strong market position and robust financial performance in the digital expense management solutions space.

Rating Details and Rationale

CARE Ratings reaffirmed the rating based on several key strengths, including Zaggle's established market presence, robust growth trajectory, and comfortable financial risk profile. The rating reflects the company's strong partnerships with network partners and diverse revenue streams comprising interchange fees, reward points redemption, and software product revenues.

Strong Financial Performance

The company demonstrated impressive revenue growth, with total operating income rising consistently over the past five years. Revenue increased from ₹775.60 crore in FY24 to ₹1,302.65 crore in FY25, representing significant year-on-year growth driven by expanding user base and customer acquisition.

Market Position and Customer Base

Zaggle provides comprehensive spend management solutions through a unified platform integrating employee benefits, expense management, accounts payable, and personal finance tools. The company serves over 3,700 corporate customers with more than 3.5 million platform users across diverse industry segments including banking, technology, healthcare, manufacturing, FMCG, infrastructure, and automotive sectors.

The company's three major revenue streams include:

• Propel Platform Revenue (PPR): Generated through monetizing 'Propel Points' reward system
• Programme Fee Revenue (PFR): Zaggle's portion of interchange fees from banking partners
• SaaS Fee Revenue (SFR): Periodic subscription fees for software usage

Key Rating Strengths

CARE Ratings highlighted several positive factors supporting the rating reaffirmation. The company maintains strong partnerships with all major payment networks including VISA, MasterCard, and RuPay, ensuring comprehensive market coverage. Zaggle's customer base spans well-established brands with strong financial profiles, resulting in low counterparty credit risk.

The rating agency noted the company's comfortable capital structure with overall gearing improving significantly to 0.01x in FY25 from 0.15x in FY24. The interest coverage ratio enhanced markedly to 15.09x in FY25 from 5.15x in FY24, reflecting improved debt servicing capability supported by term loan repayments and fresh equity inflow through qualified institutional placements.

Areas of Concern

Despite the positive rating reaffirmation, CARE Ratings identified certain constraints including moderate profitability margins due to high revenue contribution from reward point redemptions, which are essentially pass-through transactions. The company also faces risks associated with acquisition-led growth, regulatory changes, and continued dependence on third-party network partners.

The stable outlook indicates CARE Ratings expects Zaggle to benefit from steady revenue growth, healthy financial risk profile, and well-established customer relationships while maintaining its strong market position in the digital expense management solutions sector.

Source: None/Company/INE07K301024/d17ca2aa-ca93-4d92-b201-9f798de370b9.pdf

Zaggle Prepaid Ocean Services Limited has announced a postal ballot notice to seek shareholder approval for extending the benefits of its Employee Stock Option Scheme 2022 to employees of subsidiary and associate companies. The notice, dated March 2, 2026, outlines two special business matters requiring shareholder consent through remote electronic voting.

Postal Ballot Details

The company has scheduled the e-voting process with specific timelines and procedures for shareholder participation.

The postal ballot notice is being sent electronically to shareholders whose email addresses are registered with the company, depositories, or the registrar and transfer agent. Physical copies will not be distributed in accordance with MCA circulars.

Special Business Resolutions

The postal ballot covers two interconnected special resolutions related to the company's employee stock option scheme.

Item 1: ESOP Extension Authorization

The first resolution seeks approval to extend the benefits of Zaggle Employee Stock Option Scheme 2022 to present and future employees of subsidiary and associate companies, both in India and outside India. This amendment aims to create a sense of ownership and collaboration among employees across the group companies while supporting the company's growth trajectory.

Item 2: Stock Option Grants to Subsidiary Employees

The second resolution requests specific approval for granting employee stock options to eligible employees of subsidiary and associate companies under the existing scheme framework. This resolution complies with Regulation 6(3) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, which requires separate shareholder approval for such grants.

ESOP Scheme Details

The company's Employee Stock Option Scheme 2022 contains comprehensive provisions for employee participation and benefit distribution.

The scheme incorporates both time-based and performance-linked vesting criteria, with 40% of granted ESOPs vesting over four years in equal amounts and 60% vesting based on performance evaluation by the Compensation Committee.

Proposed Amendments

The company proposes several key amendments to the existing ESOP scheme to accommodate subsidiary and associate company employees. These changes include updating the definition of "Employee" to encompass workers from group companies, adding definitions for "Associate" and expanding "Subsidiary" definitions, and modifying grant procedures to align with current regulatory requirements.

The amendments also update the registered office address and remove certain post-listing conditions that are no longer applicable. The Compensation Committee will retain discretionary authority to determine vesting periods, conditions, and the proportion between time-based and performance-based vesting for different employee categories.

Rationale and Benefits

The company emphasizes that this expansion aligns with its objective to retain talent and motivate employees across the group structure. As Zaggle continues to grow through subsidiaries and associates, the amendment aims to create competitive remuneration opportunities and foster employee engagement throughout the organization.

The proposed changes are designed to not prejudice current option grantees while extending benefits to a broader employee base. The maximum number of options granted to both company and subsidiary employees will not exceed the total options approved under the existing scheme.

Voting Process

Shareholders can participate in the voting process through the e-voting platform provided by KFin Technologies Limited. The company has detailed specific login procedures for different categories of shareholders, including those holding securities in demat mode with NSDL or CDSL, and those holding physical shares.

Institutional shareholders must submit relevant board resolutions and authorization letters to the scrutinizer. The voting results will be communicated to stock exchanges and made available on the company's website and KFin Technologies' platform.

Source: None/Company/INE07K301024/6e27bd1e-950c-49df-a591-feb06550d98d.pdf