Meeting Details

The resolution is being put to vote through postal ballot by remote e-voting only, without a physical meeting. The cut-off date for determining shareholders entitled to vote is Friday, July 24, 2026.

Proposed Resolutions and Implications

Special Resolution: To issue and allot 20,50,588 equity shares of face value ₹10 each at a price of ₹380 per share (including a premium of ₹370 per share), aggregating ₹77,92,23,440, to shareholders of Giskard Datatech Private Limited (GDPL) through a share swap arrangement at a ratio of 1:31 (1 GDPL share = 31 5paisa shares).

Key Transaction Details:

  • Acquisition of 100% equity of GDPL, a SEBI-registered Research Analyst company operating Trendlyne analytics platform
  • Swap consideration: Amber Pabreja (21.71% GDPL holder) to receive 11,82,588 shares (2.42% post-issue), Devi Yeshodharan (15.94% GDPL holder) to receive 8,68,000 shares (1.77% post-issue)
  • Fractional entitlements (actual ratio 1:31.0368) will be settled in cash
  • Strategic rationale: Integration of research analytics capabilities into 5paisa's fintech platform
  • Post-transaction shareholding: Promoters reduce from 36.50% to 34.97%, public increases from 63.50% to 65.03%
  • Lock-in requirements as per SEBI ICDR Regulations applicable

Voting Process and Methods

The remote e-voting facility will be provided by Central Depository Services (India) Limited (CDSL) during the period:

  • Commencement: Wednesday, July 29, 2026, at 9:00 AM IST
  • Conclusion: Thursday, August 27, 2026, at 5:00 PM IST

Shareholders can vote through:

1. Depository participants (for demat holders)

2. CDSL e-voting platform (for physical shareholders and non-individual holders)

3. NSDL e-voting system for eligible shareholders

Scrutinizer Appointment

CS Swapneel Vinod Patel (Membership No. A41106/CP No. 15628), Partner of M/s. Shah Patel and Associates, Practising Company Secretaries, Mumbai, has been appointed as scrutinizer to oversee the voting process and validate results.

Compliance Statements

The notice confirms compliance with:

  • SEBI Listing Regulations, 2015
  • Companies Act, 2013 (Sections 108, 110)
  • Companies (Management and Administration) Rules, 2014
  • MCA Circulars including General Circular Nos. 14/2020, 17/2020, and 03/2025
  • Secretarial Standard SS-2
  • SEBI ICDR Regulations, 2018 for preferential issue pricing

Additional Information

  • Valuation by Raghav Mandhana (IBBI Registration No.: IBBI/RV/06/2025/15965)
  • Floor price calculated at ₹376.08 per share as per SEBI ICDR Regulations
  • Issue price of ₹380 is higher than the calculated floor price
  • Allotment to be completed within 15 days of receiving all approvals
  • No change in company control except 1.53% promoter dilution
  • Documents available for inspection on company website until August 27, 2026