Yaap amends Gozoop Tranche 2 terms, advances Rs 15.5 crore

Yaap Digital Limited amended its Gozoop acquisition agreement on November 6, 2026, changing payment and share-acquisition timelines for Tranche 2 and advancing Rs 15.5 crore toward its cash consideration. The original March 30, 2026 agreement envisaged acquiring Gozoop equity shares in three tranches, while Yaap has not said the second tranche has completed.

What did Yaap amend in the Gozoop agreement?

Yaap executed a first amendment on November 6, 2026 to the Share Purchase and Shareholders' Agreement, or SPSHA, signed on March 30, 2026 for the proposed acquisition of Gozoop equity shares. The filing says the amendment modifies certain terms and conditions, particularly payment terms and the timeline for acquiring shares forming part of Tranche 2.

The November 6 amendment changes the disclosed mechanics of the second stage rather than the stated three-tranche structure of the March 30 SPSHA. Yaap has not disclosed the revised payment date, acquisition date, number of Tranche 2 shares, percentage stake involved or total cash consideration for that tranche. It also has not disclosed whether any terms for Tranche 1 or Tranche 3 changed.

Yaap described the November 6 document in its annexure as the first amendment to a Share Purchase Cum Shareholders' Agreement. In the main disclosure, it referred to the March 30 agreement as the SPSHA. Both descriptions concern Yaap's proposed acquisition of Gozoop shares from the target company’s respective selling shareholders.

How much did Yaap advance for Gozoop Tranche 2?

Yaap advanced Rs 15.5 crore on November 6, 2026 toward the cash consideration payable for Gozoop shares in Tranche 2. The payment was made to the respective selling shareholder or shareholders under the amendment agreement, according to the filing made on the same date.

The Rs 15.5 crore payment is expressly described as an advance, rather than as final consideration or a completed share purchase. Yaap said it would make further disclosures as required under the Securities and Exchange Board of India, or SEBI, Listing Obligations and Disclosure Requirements, or LODR, Regulations when the relevant acquisition tranche is completed.

The available comparison is limited to the transaction stages disclosed by Yaap. The March 30 agreement set out three proposed acquisition tranches, while the November 6 amendment concerns Tranche 2 payment and acquisition timing and was accompanied by the Rs 15.5 crore advance. The filing does not state the aggregate price of the three-tranche transaction or the remaining Tranche 2 balance.

Has Yaap completed Gozoop Tranche 2?

Yaap has not stated that it completed Gozoop Tranche 2 as of November 6, 2026. Its announcement reports the amendment agreement and the Rs 15.5 crore advance, then says further disclosures will be made upon completion of the relevant tranche.

That sequence separates the advance payment from the reported completion of the share acquisition. The filing contains no confirmation of share transfer, closing, share quantity, equity percentage or final settlement for Tranche 2 as at November 6, 2026. It therefore documents a changed timetable and an advance, not a disclosed closing of the second acquisition stage.

The source also does not provide a reason for revising the Tranche 2 timeline beyond saying that certain agreement terms were amended or modified. It does not specify any outstanding conditions, approvals or revised deadline. Yaap's reference to future disclosures upon completion is the only stated next procedural step for the relevant tranche.

Who are the parties to Yaap's amended Gozoop agreement?

Yaap is the purchaser under the November 6, 2026 amendment, and Gozoop Online Private Limited is identified as the company or target company. The selling-shareholder group named in the annexure comprises Ahmed Aftab Naqvi, Inayat Naqvi, Rohan Bhansali, Rupa Bhansali and Gozoop Star LLP.

The announced amendment was executed with Gozoop and those respective selling shareholders, the same party categories identified for the March 30, 2026 SPSHA. Yaap did not disclose that any party was added or removed through the first amendment, and it did not allocate the Rs 15.5 crore advance among the five named sellers.

Yaap made the announcement under Regulation 30 of the SEBI LODR Regulations, read with Part A of Schedule III. Its annexure also cites a SEBI master circular dated January 30, 2026 and records the agreement date, the parties, the nature of the amendment and its stated effect on Tranche 2 payment and acquisition timelines.

Conclusion

Yaap's November 6, 2026 disclosure records a revision to the second stage of its planned three-tranche Gozoop acquisition. The company amended the March 30, 2026 SPSHA on payment and share-acquisition timing for Tranche 2, and it advanced Rs 15.5 crore toward the cash consideration payable to the relevant Gozoop sellers. The revised timetable, share quantity and total Tranche 2 price remain undisclosed.

The next item to watch is Yaap's disclosure when the relevant tranche is completed, which the company said it will make as required under the SEBI LODR Regulations. That future filing may clarify whether the Tranche 2 share acquisition closed and provide any completion details that were not included in the November 6, 2026 announcement.