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Material contracts and Material Documents

Note: Capitalised terms not defined herein shall have the meaning ascribed to them in the Red Herring Prospectus dated September 8, 2023 and available at the following web-link: www.zaggle.in/investor-relations.
The copies of the following documents and contracts which have been entered or are to be entered into by our Company which are or may be deemed material have been entered or are to be entered into by our Company. These contracts and also the documents for inspection referred to hereunder, will be attached to the copy of the Red Herring Prospectus filed with the Registrar of Companies, Telangana at Hyderabad, and also be available at the following web-link: www.zaggle.in/investor-relations. Copies of the above-mentioned documents referred to hereunder, may be inspected at the Registered Office of our Company located at 301, III Floor, CSR Estate, Plot No.8, Sector 1, HUDA Techno Enclave, Madhapur Main Road, Hyderabad, Rangareddi 500 081, Telangana, India between 10 a.m. and 5 p.m. on all Working Days from the date of the Red Herring Prospectus until the Bid/Offer Closing Date (except for such agreements executed after the Bid/Offer Closing Date). 

1. Offer agreement dated December 19, 2022 read with amendment agreement dated August 30, 2023 entered into among our Company, the Selling Shareholders and the BRLMs.

2. Registrar agreement dated December 15, 2022 read with amendment agreement dated August 29, 2023 entered into among our Company, the Selling Shareholders and the Registrar to the Offer

3. Monitoring agency agreement dated August 29, 2023 entered into between our Company and the Monitoring Agency.

4. Cash escrow and sponsor bank agreement dated September 7, 2023 entered into among our Company, the Selling Shareholders, the BRLMs, Bankers to the Offer, and the Registrar to the Offer.

5. Share escrow agreement dated September 6, 2023 entered into among our Company, the Selling Shareholders, and the Share Escrow Agent.

6. Syndicate agreement dated September 7, 2023 entered into among our Company, the Selling Shareholders, the BRLMs and Syndicate Members.

7. Underwriting agreement to be entered into among our Company, the Selling Shareholders, the BRLMs and Syndicate Members.

1. Certified copies of the Memorandum of Association and the Articles of Association, as amended until date.

2. Certificate of incorporation dated June 2, 2011 issued by Registrar of Companies, Andhra Pradesh at Hyderabad.

3. Fresh certificate of incorporation dated September 13, 2022 issued by the RoC, consequent to the change of name from ‘Zaggle Prepaid Ocean Services Private Limited’ to ‘Zaggle Prepaid Ocean Services Limited’, pursuant to conversion into a public limited company.

3. Fresh certificate of incorporation dated September 13, 2022 issued by the RoC, consequent to the change of name from ‘Zaggle Prepaid Ocean Services Private Limited’ to ‘Zaggle Prepaid Ocean Services Limited’, pursuant to conversion into a public limited company.

4. Copies of the annual reports of the Company as of and for the Financial Years ended March 31, 2022, March 31, 2021 and March 31, 2020.

5. Resolution dated December 16, 2022 passed by the Board authorising the Offer and other related matters.

6. Resolution dated December 16, 2022 passed by the Shareholders authorising the Fresh Issue and other related matters.

7. Consent letters and authorisations/ resolutions passed by the respective boards of directors of the Selling Shareholders, as applicable, for participation in the Offer for Sale, as detailed in “The Offer” on page 68 of the Red Herring Prospectus

8. Resolution dated December 19, 2022 passed by the Board, approving the Draft Red Herring Prospectus.

9. Resolution dated September 8, 2023 passed by the Board, approving the Red Herring Prospectus and certain other related matters.

10. Report titled “Industry Report on SaaS based Fintech Market in India” dated August 23, 2023, issued by Frost & Sullivan pursuant to an engagement letter dated February 9, 2022 and an addendum to such engagement letter dated August 19, 2023 entered into with our Company.

11. Consent letter dated August 23, 2023 issued by Frost & Sullivan with respect to the report titled “Industry Report on SaaS based Fintech Market in India” dated August 23, 2023.

12. The examination report dated August 29, 2023 of the Joint Statutory Auditors with respect to the Restated Financial Information.

13. The report dated August 30, 2023 of the Joint Statutory Auditors, on the statement of possible special tax benefits.

14. Consent dated August 30, 2023 from the Joint Statutory Auditors, P R S V & Co. LLP, Chartered Accountants and M S K A & Associates, Chartered Accountant, to include their name as required under Section 26(5) of the Companies Act read with the SEBI ICDR Regulations in the Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act to the extent and in their capacity as our Joint Statutory Auditors, and in respect of their (i) the examination report dated August 29, 2023 on the Restated Financial Information, and (ii) the report dated August 30, 2023 on the statement of possible special tax benefits, included in the Red Herring Prospectus.

15. Consent dated December 19, 2022 from P R S V & Co. LLP, Chartered Accountants, to include their name as required under Section 26(5) of the Companies Act read with the SEBI ICDR Regulations in the Red Herring Prospectus and as an “expert” as defined under Section 2(38) of Companies Act in respect of the certificates issued by them in their capacity as an independent chartered accountant to our Company.

16. Consents of the BRLMs, the Registrar to the Offer, the banker to the Company, the Syndicate Members, Bankers to the Offer, Monitoring Agency, the legal counsel to the Company as to Indian law, our Directors and the Company Secretary and Compliance Officer, to act in their respective capacities.

17. The ESOP Scheme.

18. Resolutions of the Board and Shareholders dated May 24, 2023 and June 23, 2023, respectively in relation to appointment of Raj P Narayanam as the Executive Chairman of our Company.

19. Resolution of the Board dated April 30, 2021, in relation to appointment of Avinash Ramesh Godkhindi as the Managing Director and Chief Executive Officer of our Company.

20. Employment agreement dated October 1, 2015, as amended by letter dated June 1, 2018 between our Company and Raj P Narayanam.

21. Employment agreement dated February 1, 2012, as amended by letter dated April 30, 2021 between our Company and Avinash Ramesh Godkhindi.

22. Scheme of amalgamation of Magixo with our Company approved by the Office of the Regional Director, South East Region, Hyderabad on March 1, 2022.

23. Tripartite agreement dated April 8, 2022, among our Company, NSDL and the Registrar to the Offer.

24. Tripartite agreement dated February 24, 2022, among our Company, CDSL and the Registrar to the Offer.

25. Certificate from P R S V & Co. LLP, Chartered Accountants dated September 8, 2023 in relation to certain key performance indicators concerning our Company’s operational and financial performance.

26. Due diligence certificate to SEBI from the BRLMs dated December 19, 2022.

27. In-principle listing approvals dated January 24, 2023 and January 25, 2023 from BSE and NSE, respectively.

28. Final observations letter bearing number SEBI/HO/CFD/RAC-DIL2/P/OW/2023/12944/1 dated March 29, 2023 issued by SEBI.

Any of the contracts or documents mentioned in the Red Herring Prospectus may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the shareholders, subject to compliance with the provisions contained in the Companies Act and other relevant statutes.

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© Zaggle 2023
301, III Floor, CSR Estate, Plot No.8, Sector 1, HUDA Techno Enclave, Madhapur Main Road, Hyderabad 500081.
CIN-U65999TG2011PLC074795 | All rights reserved.