Acquisition

July 28, 2026 To, To, The Manager, The Manager, Listing Department, Listing Department, BSE Limited, The National Stock Exchange of India Limited, Phiroze Jeejeebhoy Tower, Exchange Plaza, 5th Floor, Plot C/1, G Block, Dalal Street, Bandra - Kurla Complex, Bandra (E), Mumbai - 400 001. Mumbai - 400 051. BSE Scrip Code: 540776 NSE Symbol: 5PAISA Dear Sir/Madam, Subject: Intimation of Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 – Outcome of Board Meeting In furtherance of the prior Intimation given to the stock exchanges on July 23, 2026, and in terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we wish to inform you that the Board of Directors of the Company at its meeting held today i.e. on Tuesday, July 28, 2026, inter-alia, considered and unanimously: 1. Approved the acquisition of 100% of the equity share capital of Giskard Datatech Private Limited (“Giskard” or “Target Company”) through a combination of cash consideration and a share swap arrangement. The Company proposes to acquire up to 1,03,082 (One Lakh Three Thousand Eighty-Two) equity shares (58.68%) of the diluted paid-up equity share capital) of the Target Company for an aggregate cash consideration not exceeding Rs. 1,21,57,49,108 (Rupees One Hundred Twenty-One Crore Fifty-Seven Lakh Forty Nine Thousand One Hundred and Eight Only) and up to 66,148 (Sixty-Six Thousand One Hundred and Forty Eight) equity shares (37.65%) of the diluted paid-up equity share capital) through issuance of equity shares of the Company on a preferential basis for consideration other than cash in the share exchange ratio of 1:31. Upon completion of the transaction and subject to receipt of necessary approvals and execution of definitive documents, Giskard shall become a wholly owned subsidiary of the Company. 2. Approved the preferential issue of 20,50,588 (Twenty Lakh Fifty Thousand Five Hundred Eighty-Eight) Equity shares of 5paisa Capital Limited (“Company”) by consideration other than cash, in lieu of acquiring shares of Giskard, in accordance with the terms and conditions of the Shareholders’ Cum Purchase Agreement (“SCPA”) and Share Purchase Agreement (“SPA”) proposed to be entered into by and amongst the Company, Target Company and Investors, pursuant to a share swap arrangement, by way of a preferential issue on a private placement basis (“Preferential Issue”), as amended and other applicable laws, subject to the receipt of necessary approvals including approval of the Shareholders of the Company and other regulatory / statutory approvals, as may be required, in this regard. 3. The proposal to conduct Postal Ballot process for seeking approval of the shareholders of the Company for the aforesaid agenda items and approved the draft notice dated July 28, 2026, for the same. The Notice of the said Postal Ballot shall be submitted to the Stock Exchanges in due course in compliance with provisions of the SEBI Listing Regulations. 5paisa Capital Limited Registered Office: IIFL House, Sun Infotech Park, Road No.16V, Plot No. B-23, Wagle Estate, Thane - 400604 Tel.: +91 22 41035000 I E-mail: support@5paisa.com I Website: www.5paisa.com I CIN: L67190MH2007PLC289249 The details as required pursuant to Regulation 30 of the SEBI Listing Regulations as amended from time to time read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed herewith as ‘Annexure(s)’ to this letter. The Board Meeting commenced at 8:30 p.m. and concluded at 09:30 p.m. Please take the same on your records. Thanking you, For 5paisa Capital Limited Gourav Munjal Whole-time Director & CFO DIN: 06360031 Email: csteam@5paisa.com Place: Thane 5paisa Capital Limited Registered Office: IIFL House, Sun Infotech Park, Road No.16V, Plot No. B-23, Wagle Estate, Thane - 400604 Tel.: +91 22 41035000 I E-mail: support@5paisa.com I Website: www.5paisa.com I CIN: L67190MH2007PLC289249 Annexure - A Point 1.1 of Para A Part A Schedule III of SEBI Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 – Acquisition (including agreement to acquire) The Company has a digital financial services platform in India that provides online investment and trading services to retail customers and is a SEBI Registered Research Analyst. It is proposed to strengthen its digital investment ecosystem and also develop advanced research capabilities for which the Company has come across a Company which is involved in such activities and can contribute to the digital growth. Giskard Datatech Private Limited (“Target Company” or “Giskard” or “GDPL”) specializes in data-driven technology solutions, including software development, data processing, analytics, and technology infrastructure services. It focuses on building and supporting data platforms, information systems, and analytical tools, particularly for handling large datasets and generating actionable insights. Considering the potential of Giskard and the benefits which can be derived to the Company, it is proposed to acquire the equity share capital of the Target Company as part of its strategic growth initiatives and to strengthen its digital investment ecosystem. The proposed acquisition will enable the integration of Target Company advanced research and analytics capabilities, including stock screening, portfolio analytics, research reports, investment alerts, proprietary databases, algorithms, and AI-enabled investment solutions into the Company’s platform. This integration is expected to enhance the overall customer experience by providing advanced investment research and decision- support tools through a unified platform. The acquisition is also expected to improve customer engagement and retention while creating cross-selling opportunities across the Company’s broking, mutual fund, IPO, derivatives, wealth management, and other financial products. Further, the transaction will strengthen the Company’s retail investor ecosystem by combining research, analysis, and execution capabilities under one platform and facilitate the acquisition of valuable technology assets and intellectual property. Accordingly, the Company proposes to acquire 100% of the equity share capital of Giskard from its existing shareholders as part of a composite acquisition transaction. Upon completion of the proposed transaction, the Target Company shall become a wholly owned subsidiary of the Company, subject to receipt of requisite corporate and regulatory approvals and completion of the transaction documents. The acquisition is proposed to be implemented through a combination of cash consideration and issuance of equity shares of the Company by way of a share swap arrangement in the ratio of 1:31, i.e., for every 1 equity shares held in the Target Company, the eligible shareholders shall receive 31 equity shares of the Company, with the balance consideration, wherever applicable, being discharged in cash. As part of the commercial understanding, the cash component of the consideration is required to be paid immediately and thus to facilitate the said requirement and enable timely completion of the transaction, the promoters of 5paisa have expressed their willingness to acquire certain shares of GDPL directly from the existing shareholders of GDPL against payment of the cash consideration, as may be decided by the Board. In parallel, 5paisa Capital Limited (“5paisa” or “Company”) shall undertake the necessary steps for obtaining corporate, board, shareholder, stock exchange and other applicable regulatory approvals for the proposed preferential issue of equity shares. Upon receipt of such approvals, the shares of GDPL acquired by the promoters are proposed to be swapped against equity shares of 5paisa, in accordance with the agreed transaction structure and applicable laws. 5paisa Capital Limited Registered Office: [Showing first 8,000 characters — download PDF for full document]