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

Zaggle Prepaid Ocean Services Limited has entered into a client contract with Superking Ventures Private Limited, the company announced in a regulatory filing. The agreement expands Zaggle's corporate expense card services to a new domestic client.

Agreement Details

The contract establishes Zaggle as the provider of Corporate Expense cards to employees and associates of Superking Ventures Private Limited. This domestic client engagement represents a standard business expansion for Zaggle's corporate expense management solutions.

Contract Structure and Compliance

The agreement follows standard commercial terms with no related party transaction implications. The contract does not involve any promoter, promoter group, or group company interests, ensuring arm's length transaction compliance.

Key compliance aspects include:

• No promoter group involvement in the contracting entity
• Standard client contract classification
• Domestic market engagement
• One-year execution timeline

Regulatory Disclosure

Zaggle has fulfilled its disclosure obligations under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The company provided comprehensive details through Annexure-A, covering all required parameters including contract nature, execution timeline, and related party transaction status.

The disclosure was signed by Avinash Ramesh Godkhindi, Managing Director and Chief Executive Officer, and submitted to both National Stock Exchange of India Limited and BSE Limited.