Summary of Key Information:

Reporting Period (Quarter/Year): Not Specified

Nature of Filing / Announcement: Revision of Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Outcome of Board Meeting

Audit Opinion:

Not Specified

Auditor’s Comment:

Not Specified

Key Financial Highlights:

Not Specified

Corporate Actions:

The Board of Directors unanimously approved:

1. Acquisition of 100% equity share capital of Giskard Datatech Private Limited (Giskard or GDPL) through:

  • Cash consideration not exceeding ₹1,21,57,49,108 (Rupees One Hundred Twenty-One Crore Fifty-Seven Lakh Forty-Nine Thousand One Hundred and Eight Only) for acquisition of up to 1,03,082 equity shares (58.68% of diluted paid-up equity share capital)
  • Share swap arrangement issuing 20,50,588 (Twenty Lakh Fifty Thousand Five Hundred Eighty-Eight) equity shares of 5paisa Capital Limited on preferential basis for acquisition of up to 66,148 equity shares (37.65% of diluted paid-up equity share capital)
  • Share exchange ratio: 1:31 (for every 1 equity share held in Giskard, eligible shareholders receive 31 equity shares of 5paisa)

2. Preferential issue of 20,50,588 equity shares by consideration other than cash in lieu of acquiring shares of Giskard

3. Postal Ballot process for seeking shareholder approval for the acquisition and preferential issue

Other Significant Information:

Target Company Details:

  • Name: Giskard Datatech Private Limited
  • Incorporation Date: June 13, 2016
  • Industry: Technology and Data Analytics
  • Business: Specializes in data-driven technology solutions, software development, data processing, analytics, and technology infrastructure services
  • Turnover History:
  • FY 2022-23: ₹7.66 crore
  • FY 2023-24: ₹12.07 crore
  • FY 2024-25: ₹15.75 crore
  • Geographic Presence: Primarily operates in India, no known overseas operations

Valuation Details:

  • Valuation conducted by Mr. Raghav Mandhana, IBBI Registration No. IBBI/RV/06/2025/15965, independent registered valuer
  • Valuation Report Date: June 18, 2026
  • Valuation Method: Discounted Cash Flow
  • Value per equity share of Giskard: ₹11,794 (Rupees Eleven Thousand Seven Hundred Ninety-Four Only)

Strategic Rationale:

  • Strengthen digital investment ecosystem and develop advanced research capabilities
  • Integrate Giskard's advanced research and analytics capabilities including stock screening, portfolio analytics, research reports, investment alerts, proprietary databases, algorithms, and AI-enabled investment solutions
  • Enhance customer experience through unified platform with advanced investment research and decision-support tools
  • Improve customer engagement and retention while creating cross-selling opportunities across broking, mutual fund, IPO, derivatives, wealth management, and other financial products
  • Acquire valuable technology assets and intellectual property

Transaction Structure:

  • Composite acquisition transaction to acquire 100% equity share capital of Giskard from existing shareholders
  • Upon completion, Giskard will become wholly owned subsidiary of 5paisa Capital Limited
  • Implementation through combination of cash consideration and share swap arrangement
  • Fractional entitlements from share swap ratio calculation (1:31.0368) will be paid in cash

Preferential Allotment Details:

  • Allottees:
  • Mr. Amber Pabreja: 11,82,588 equity shares (2.42% post-allotment holding)
  • Ms. Devi Yeshodharan: 8,68,000 equity shares (1.77% post-allotment holding)
  • Total allotment: 20,50,588 equity shares (4.19% post-allotment holding)
  • Category: Non-Promoter Public Category Individuals

Timeline:

  • Expected completion: Up to 6 months subject to necessary regulatory and statutory approvals