Summary of Key Information:

Reporting Period (Quarter/Year): Not Applicable

Nature of Filing / Announcement: Outcome of Board Meeting - Acquisition and Preferential Issue

Audit Opinion:

Not Specified

Key Financial Highlights:

Not Specified

Corporate Actions:

Acquisition Details:

  • Approved acquisition of 100% equity share capital of Giskard Datatech Private Limited
  • Total consideration: ₹1,21,57,49,108 (Rupees One Hundred Twenty-One Crore Fifty-Seven Lakh Forty Nine Thousand One Hundred and Eight Only)
  • Acquisition structure: Combination of cash consideration and share swap arrangement
  • Cash component: ₹1,21,57,49,108 for acquisition of up to 1,03,082 equity shares (58.68% of diluted paid-up equity)
  • Share swap component: Issuance of 20,50,588 equity shares of 5paisa Capital for acquisition of up to 66,148 equity shares (37.65% of diluted paid-up equity)
  • Share exchange ratio: 1:31 (1 Giskard share = 31 5paisa shares)
  • Valuation: ₹11,794 per equity share of Giskard, determined by independent valuer Mr. Raghav Mandhana (IBBI Registration No. IBBI/RV/06/2025/15965)
  • Post-acquisition: Giskard will become wholly owned subsidiary of 5paisa Capital

Preferential Issue Details:

  • Approved preferential issue of 20,50,588 equity shares for consideration other than cash
  • Shares to be issued to Giskard shareholders as part of share swap arrangement
  • Allottees: Mr. Amber Pabreja (11,82,588 shares, 2.42% post-allotment) and Ms. Devi Yeshodharan (8,68,000 shares, 1.77% post-allotment)
  • Total post-swap shareholding in 5paisa: 20,50,588 shares (4.19%)

Strategic Rationale:

  • Strengthen digital investment ecosystem and develop advanced research capabilities
  • Integrate Giskard's data-driven technology solutions including software development, data processing, analytics, and technology infrastructure services
  • Enhance customer experience through advanced investment research and decision-support tools
  • Create cross-selling opportunities across broking, mutual fund, IPO, derivatives, and wealth management products
  • Acquire valuable technology assets and intellectual property

Target Company Information:

  • Name: Giskard Datatech Private Limited
  • Incorporation: June 13, 2016
  • Business: Data-driven technology solutions, software development, data processing, analytics
  • Turnover: FY 2022-23: ₹7.66 crore, FY 2023-24: ₹12.07 crore, FY 2024-25: ₹15.75 crore
  • Operations: Primarily in India, no known overseas operations
  • Regulatory: SEBI Registered Research Analyst

Regulatory Approvals Required:

  • Shareholder approval through Postal Ballot process
  • SEBI approval for change in control of Research Analyst entity
  • Other statutory and regulatory approvals as required

Transaction Timeline:

  • Expected completion: Up to 6 months subject to necessary approvals

Additional Arrangements:

  • Promoters of 5paisa have expressed willingness to acquire certain GDPL shares directly to facilitate immediate cash payment requirement
  • These shares will subsequently be swapped against 5paisa equity shares upon receipt of approvals

Other Significant Information:

  • Valuation methodology: Discounted Cash flow method
  • Definitive documents: Shareholders' Cum Purchase Agreement (SCPA) and Share Purchase Agreement (SPA) to be executed
  • Fractional entitlements from share swap ratio calculation will be paid in cash