Zaggle Prepaid Ocean Services Limited (ZAGGLE.BO) Earnings Call Transcript & Summary

Good morning to all the individuals who are present today in the meeting. Proceedings of this meeting have been recorded. During the meeting, the participants would be on mute. I would now hand over the proceedings of the meetings to Ms. Hari Priya, Company Secretary and Compliance Officer of Zaggle Prepaid Ocean Services Limited. Over to you, ma'am. You can unmute yourself.

Good morning, everyone. I, Hari Priya, Company Secretary and Compliance Officer of Zaggle Prepaid Ocean Services Limited, welcome you all to the Extraordinary General Meeting of the company, being held through video conferencing mode in accordance with the Companies Act, 2013 and various circulars issued by the Ministry of Corporate Affairs and the Security and Exchange Board of India. I am participating in this Extraordinary General Meeting from [ Munger ]. The Ministry of Corporate Affairs and the Securities Exchanges Board of India via their various circular permitted the company to hold the general meeting through video conferencing or other audio-visual means without the physical presence of the member at a common venue. Accordingly, and in compliance with the provision of Section 103 of the Companies Act, 2013 and Securities and Exchanges Board of India, Listing Obligations and Disclosure Requirements Regulation 2015, the Extraordinary General Meeting of the company is being held through video conferencing. On behalf of all the members present at this meeting, I extend a warm welcome to Dr. Raj P. Narayanam, our esteemed Chairman and to the respective members of the Board of Directors. Now I am pleased to introduce the members of the Board who are present at this meeting. Dr. Raj P. Narayanam, Executive Chairman of the Company, Chairman of the Corporate Social Responsibility Committee, Risk Management Committee and member of the Audit Committee. He is attending this meeting from the registered office, Hyderabad. Mr. Avinash Ramesh Godkhindi, Managing Director and CEO of the Company, member of the Stakeholder Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. He is attending this meeting from corporate office, Mumbai. Mr. Aravamudan Krishna Kumar, Independent Director of the Company, Chairman of Nomination and Remuneration Committee and member of the Audit Committee. He is attending this meeting from Hyderabad. Mr. Abhay Deshpande Raosaheb, Independent Director of the Company, Chairman of the Audit Committee and member of the Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. He is attending this meeting from Hyderabad. Ms. Prerna Tandon, Independent Director of the Company, member of the Stakeholder Relationship Committee and Corporate Social Responsibility Committee. She is attending the meeting from Bangalore. Mr. Arun Kumar Gupta, Independent Director, Chairman of the Stakeholder Relationship Committee and member of the NRC. He is attending this meeting from Mumbai. I also welcome Mr. Venkata Aditya Kumar Grandhi, CFO of the Company. I would like to inform you in accordance with the requirement of Secretary Standard on General Meeting issued by the Institute of Company Secretaries of India, representative of MSKA & Associates and Auditor, Mr. S. Sarweswara Reddy, representative of S.S. Reddy & Associates, who is a Scrutinizer for this EGM, have also joined the meeting through video conferencing. Before the official commencement of this EGM by our Chairman, I would like to brief you on certain points regarding the participation in this meeting. The members have been provided with the facility to join the meeting through video conferencing on first-come, first-serve basis. The company has tied up with KFin Technologies Limited to avail the facility of e-voting and participating in the Extraordinary General Meeting through video conferencing. We are pleased to bring to you notice that as required under the Companies Act, 2013, the company has provided you the facility to cast your vote electronically on the resolution set forth in the notice. The remote e-voting period for the purpose has commenced on Tuesday, October 28, 2025 at 9 a.m. and ends on Thursday, October 30, 2025 at 5 p.m. During this period, member of the company holding shares either in physical form or in the dematerialized form as on the cut-off date, Friday, October 24, 2025, were able to cast their vote electronically. Members who have not cast their vote and are participating in this meeting will have an opportunity to cast their vote through e-voting system provided by the KFin Technologies Limited. The certificate from Mr. Lokesh Kumar Agarwal, Practicing Company Secretary, representing LKA & Associate Hyderabad in accordance with the Securities and Exchanges Board of India, Issue of Capital and Disclosure Requirement Regulation 2018 and the relevant document referred in the notice have been available for inspection electronically by the members during the period of EGM. As the EGM is being conducted through video conferencing, the facility of appointment of proxies by members was not applicable, since the proxy register for inspection is not available. For a company having members exceeding 5,000 as on date of the General Meeting, 30 members personally present will constitute quorum for this General Meeting. We have the requisite quorum present through video conferencing to conduct the proceeding of this meeting. The members may note that proceedings are also being recorded for compliance purposes. Please do not disclose any personal information or personally identifiable information belonging to you or any other person that has no bearing on this meeting. The recorded video of the proceedings of this meeting will be available on the website of the company and KFin Technologies Limited. The transcript of the EGM will also be uploaded on the website of the company. Now I request Dr. Raj P. Narayanam to kindly commence the proceeding of this meeting by addressing this esteemed virtual audience on behalf of the Board. Thank you. Over to you, Raj sir.

Thank you, Hari Priya. Very good morning, dear shareholders, my fellow Board members, other stakeholders present at this meeting. It is my privilege to address you one more time. I extend a very warm welcome to this Extraordinary General Meeting of the company. I hope this gathering finds you and your loved ones in good health and spirits. Now I would like to move -- to sort to move to the business side of the EGM. There is one agenda is the EGM notice that is issuance of convertible warrants on a preferential basis. As mentioned in the notice, the Board of Directors in its meeting held on October 3, 2025, approved raising funds by issuing up to 10,58,201 convertible warrants at a price of INR 567 per warrant, including a premium of INR 566. Each warrant will entitle the holder to subscribe to one equity share of INR 1 each within 18 months from the date of allotment of warrants. The proposed issue will raise approximately INR 59.9 crores, which will be utilized for specific purposes, primarily brand building and marketing initiatives, working capital and general corporate purposes. The promoter's contribution through RAN Ventures serves as a powerful vote of confidence, underscoring their unwavering way in the company's exceptional growth trajectory and bright future prospects. There will be no change in control of the company as a result of this issue. Members may note that the relevant date for determining the floor price is October 1, 2025, that is 30 days prior to today's meeting and the issue of warrants is in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchanges Board of India, Issue of Capital and Disclosure Requirement Regulations 2018. Further, as part of the company's green initiative, the notice of EGM has already been e-mailed to all the members whose e-mail IDs are registered with the company, company's RTA, depository participants and depositories. As the notice is already circulated to all the members with your permission, I take the notice convened, convening the meeting as read. I would now request Hari Priya, Company Secretary, to share guidelines for the Q&A session.

Thank you, Chairman. I will quickly share a few guidelines for the Q&A session. We will request the pre-registered speaker shareholder to ask their questions one by one. During the Q&A session, we will announce the name of the member, who have pre-registered themselves, as a speaker for this meeting. In sequence, the respective members will be unmuted by the moderator when their name is called out. Members may turn their video on while asking questions or seeking clarification. In case any member is facing a technical problem with the video transmission, they can ask their questions through audio mode. Members are requested to mention their name and location. Each member will have 2 minutes for their queries in order to give opportunity to all other pre-registered speaker shareholders. Once you have asked the question, you can mute yourself and continue to watch the proceedings. Answer to the queries will be provided by the management once all the speaker shareholders have spoken. Members may also note that company reserve the right to limit number of members asking questions depending on the availability of time. Those shareholders who are unable to speak due to connectivity issues would be allowed to speak once the other shareholders have been given the opportunity to speak. Those members who have not registered themselves as a speaker can communicate and share their comments or queries, if any, through e-mail to the company secretary. Company will reply to all those queries within 15 days. Members are requested to also mention their DP ID or client ID along with the queries. Thank you. Now I request moderator to invite the speaker shareholder please.

Thank you, ma'am. May I now call our first speaker Mr. Kamal Kishore Jhawar from Hyderabad.

[Foreign Language]

We will move on to our next speaker [ Mr. Manjit Singh ] from Delhi.

[Foreign Language]

We will move on to our next speaker, [ Mr. Sarvjeet Singh ] from Delhi.

Chairman sir, can you hear my voice?

Yes, we can hear you, sir.

[Foreign Language]

We will move on to our next speaker, [ Mr. Suresh Chand Jain ] from Hyderabad.

[Foreign Language]

We will move on to our next speaker, [ Mr. Dnyaneshwar Kamalakar Bhagwat ] from Mumbai.

First of all, can you hear me perfectly, sir? Am I audible, Ma'am? This is Dnyaneshwar K. Bhagwat from Mumbai. First of all, I'm thankful to Board for allowing to speak. Secondly, I wish Board happy Diwali and Happy New Year, a happy Prosperous New Year for our company. First of all, I'm thankful to our Company Secretary, Hari Priyaji for sending me the soft copy as well as a hard copy of the EGM well in advance, which is full of information, easy to understand and easy to follow and also in the peak. Secondly, I again thank because it's drafted very beautiful, excellent as against corporate governance now. Third, I support all the agenda items. Fourth, about the preferential issue, the Chairman has given the picture what the company is going to do and what is happening. So there is no more question about the financial part and even not for the preferential issue also. Fourth, I'm sorry that last AGM, I could not attend due to a lot of commitment. So I'm sorry for the last AGM also. Fifth, for coming festival, I wish good luck. [Foreign Language]

We will move on to our next speaker, [ Ms. Celestine Elizabeth Mascarenhas ]. Unfortunately, Celestine madam is not present at this point in time in the meeting to take her up. So we'll move on to [ Mr. Reddeppa Gundluru ] from Hyderabad.

Reputed Chairman sir, Board of Directors, Company Secretary, scrutinizers, auditors and my fellow shares, good morning, nameste sir. I'm very happy to attend this Extraordinary General Meeting after immediately completion of successfully the Annual General Meeting. Chair sir, I received the notice, very, very happy. Supporting all this resolution. E-voting has been done. No questions on the resolution, sir. I wish all the best. Reddeppa Gundluru from Hyderabad and thank you so much for KFin team. [Foreign Language], Reddeppa.

We will move on to our last speaker, [ Mr. K. Bharat Raj ] from Hyderabad.

I'm Bharat Raj attending from Hyderabad. I support all the decisions Mr. Chairman, and I hope that under your leadership, my company will process and my share price will appreciate and we receive the dividend payments. Once again, Mr. Chairman, take care, God bless you. I'm Bharat Raj signing off from Hyderabad.

With that Chairman sir, we have provided an opportunity to all the individuals who have registered themselves as speaker shareholders. I hand it back to the Board to continue with the rest of the session, sir.

Yes. Thank you, Kevin. Thank you very much to all the speaker shareholders for all your comments and your questions. I would now request Mr. Avinash Ramesh Godkhindi, Managing Director and CEO of the company, to answer the queries raised by the shareholders. Over to you, Mr. Avinash.

Thank you, Dr. Raj. Dear shareholders, your appreciation resonates deeply with us, and we are proud to have a very good team, which is delivering consistent results. Your appreciation fuels our passion, and we are grateful for your recognition and your tireless efforts -- of clear tireless efforts. Thank you for being an integral part of our journey. I'm excited to tackle the key themes that have emerged and I'm confident in addressing them collectively because a few questions must be appreciation. So the points that were raised, I will try to address them. One was around the speaker number. This number in the future we'll try and work with KFin, who provides this speaker shareholder number and the nameplate to provide this in advance. So the feedback is taken. Thank you so much for that feedback, sir. Also I want to highlight that the Chairman and myself as MD, we do not take any sitting fees for these Board meetings. So that's something that I wanted to highlight. Regarding the other point that was raised was around dividend payouts. The company has a dividend policy and dividends would be paid according to that policy in the future as and when that is approved and decided by the Board. Right now, the company is in a growth phase. And as we are growing, we are investing all the profits into the company's growth journey. These are the 2 questions that really came that I noted. Should there be any questions that remain unanswered, please don't hesitate to contact us. Our company will respond to you within the next 15 days. Now we will move on to the voting, and I request Hari Priya, Company Secretary, to share the e-voting details. Thank you.

Hari Priya ma'am, you're on mute. May I request you to unmute yourself.

Thank you, Avinash. Members may note that e-voting will be available for next 15 minutes. Therefore, we request members who have not cast their vote yet to do so within the next 15 minutes please. The Board of Directors have appointed Mr. S. Sarweswara Reddy from S.S. Reddy & Associates, Practicing Company Secretary, Hyderabad as a scrutinizer for scrutinizing the e-voting process. The combined results for remote e-voting and e-voting at the AGM will be declared after the report is received from the scrutinizer. The result of e-voting shall be announced within the stipulated time and shall be placed on the company's website and on the website of KFin Technologies Limited and communicated to BSE Limited and National Stock Exchange of India Limited. The resolution set forth in the notice shall be deemed to be passed today subject to receipt of requisite number of votes. Thank you. Over to you, Raj sir.

With this, the EGM comes to an end. On behalf of the Board of Directors and the management of the company, I convey our sincere thanks to all members for making the time to join us today and for your continued support. Now with your permission, I and the Board members would like to leave the meeting. With this, I declare the meeting has concluded and wish all shareholders and their family a very healthy and safe future and a Happy New Year in advance. Thank you so much for joining us today. Thanks.

Thank you.

Thank you.