5paisa Capital Ltd

Resolution: Preferential equity issue via share-swap

• Purpose: issue equity shares on a preferential basis for share-swap consideration.
• Counterparty: GDPL; consideration via issuance of company equity shares.
• Resolution type: Special resolution for preferential allotment.
• Key terms: floor price revised to ₹378.39 per share.
• Price basis: 90-day VWAP preceding date ₹330.92.
• Price basis: 10-day VWAP preceding date ₹378.39.
• Price basis: valuation-report price ₹378.39 per certificate.
• Valuation reports revised; August 20, 2026, uploaded on website.
• Corrigendum forms integral part of the Notice.
• E-voting window: 29 Jul–27 Aug 2026; revisions by Aug 27.
• Past right-issue pricing adjustments: March 2026; record date March 17, 2026.
• Outcome: no resolution result disclosed yet.
• Other contents remain unchanged except as modified by Corrigendum.

AGM notice and annual report access

• Notice of the 19th AGM scheduled on 01 September 2026 at 11:30 IST via VC/OAVM.
• AGM Notice and FY2025-26 Annual Report sent electronically to registered email addresses.
• Addresses not registered will not receive electronic Notice; access via provided weblinks.
• Weblinks for AGM Notice and Annual Report hosted on Google storage.
• Documents also available on RTA portal and BSE/NSE websites and company site.
• Physical copies may be requested by email to csteam@5paisa.com with Folio/DP/Client ID/PAN.
• Members holding demat or physical shares should update contact details with RTA or Depository Participants.

AGM details

• AGM date/time: September 1, 2026 at 11:30 AM, via VC/OAVM.

Ordinary business

• Adopt standalone financial statements for FY 2025-26.
• Adopt consolidated financial statements for FY 2025-26.
• Re-appoint Gourav Munjal as Director, retiring by rotation.

Material related party transactions

• Approve material related party transactions with IIFL Finance Limited.
• Approve material related party transactions with IIFL Home Finance Limited.
• Approve material related party transactions with IIFL Capital Services Limited.
• Approve material related party transactions with IIFL Facilities Services Limited.
• Approve material related party transactions with IIFL Samasta Finance Limited.
• Approve material related party transactions with India Infoline Foundation.
• Approve material related party transactions with Livlong Protection & Wellness Solutions Limited.
• Approve material related party transactions with IIFL Commodities Limited.
• Approve material related party transactions with IIFL Fintech Private Limited.
• Approve material related party transactions with IIHFL Sales Limited.
• Approve material related party transactions with IIFL Management Services Limited.
• Approve material related party transactions with Livlong Insurance Brokers Limited.

Other material approvals

• Special resolution to enable private placement of Non-Convertible Securities up to a specified limit.
• Special resolution to pay commission to Non-Executive Directors up to net profits.

Deal structure and approvals

• Acquisition of 100% GDPL via cash up to Rs 121.57 crore and 66,148 swap shares at 1:31.
• Giskard Datatech to become wholly owned subsidiary on completion, subject to approvals.
• Promoters will not acquire GDPL from existing shareholders; corrected outcome clarifies structure.
• Proposed preferential issue of 20,50,588 equity shares on private placement for share swap.
• Postal Ballot process approved for shareholder approval; notice to stock exchanges to follow.
• Valuation of GDPL at Rs 11,794 per share by independent valuer.
• GDPL turnover history: FY22-23 Rs 7.66 cr; FY23-24 Rs 12.07 cr; FY24-25 Rs 15.75 cr.
• Indicative completion period up to 6 months, subject to approvals.

Acquisition of Giskard Datatech

• Board approved 100% acquisition via cash and share swap.
• Cash up to ₹121.57 crore for 1,03,082 shares (58.68%).
• Share swap for 66,148 shares (37.65%) at 1:31 ratio.
• Giskard to become wholly owned subsidiary upon approvals and definitive documents.
• Completion targeted within six months, subject to regulatory and corporate approvals.

Preferential issue for acquisition consideration

• Approved preferential issue of 20,50,588 equity shares for non-cash consideration.
• Issuance under share swap terms aligned with SCPA and SPA.
• Investors for preferential issue: Amber Pabreja and Devi Yeshodharan.
• Post-swap holdings: Amber 2.42%, Devi 1.77%; total 4.19%.
• Share swap ratio 1:31; cash balances payable where not swappable.
• Fractional entitlements payable in cash.

Postal Ballot and approvals

• Postal Ballot approved; draft notice dated 28 July 2026.
• Notice to stock exchanges to be submitted in due course.

Regulatory and disclosures

• Valuation of Giskard at ₹11,794 per share by independent valuer.
• Giskard turnover ₹15.74 crore; FY2022-23 to FY2024-25 shown.
• Acquisition not a related-party transaction.
• SEBI approvals may be required for change in control.

Additional governance and funding notes

• Promoters may acquire GDPL shares directly to fund cash component.

Resignation of CCO

• Mr. Sudhendoo Ganddhi resigned as Chief Compliance Officer, effective June 16, 2026, to pursue opportunities outside.
• He confirmed there are no other material reasons beyond those stated.