5paisa Capital Limited has initiated a postal ballot process to secure shareholder approval for its ₹121.57 crore acquisition of Giskard Datatech Private Limited (Giskard). The Board of Directors, meeting on July 28, 2026, approved the issuance of 20,50,588 equity shares on a preferential basis via a share swap arrangement, marking a critical step in integrating Giskard’s AI-enabled research capabilities into 5paisa’s digital investment ecosystem. This strategic move aims to enhance customer engagement across broking, mutual funds, and wealth management products by internalizing advanced data analytics tools.

The remote e-voting facility for shareholders is available from 9:00 a.m. (IST) on Wednesday, July 29, 2026, until 5:00 p.m. (IST) on Thursday, August 27, 2026. The cut-off date for determining eligible members is Friday, July 24, 2026. Central Depository Services (India) Limited (CDSL) has been appointed as the agency to facilitate the remote e-voting process. In compliance with Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and Section 110 of the Companies Act, 2013, the company is seeking approval for a special resolution regarding the preferential allotment.

Transaction Structure and Valuation

The acquisition involves a mix of cash consideration and a share swap. Up to ₹1,21,57,49,108 will be paid in cash for up to 1,03,082 equity shares (58.68% of diluted paid-up capital) of Giskard. The remaining 37.65% stake will be acquired through the preferential issue of 5paisa shares. The share exchange ratio is set at 1:31, meaning eligible Giskard shareholders receive 31 shares of 5paisa for every one share held, with fractional entitlements settled in cash. The valuation of Giskard’s equity shares was determined by independent registered valuer Mr. Raghav Mandhana using the Discounted Cash Flow method, valuing each share at ₹11,794.

Shareholder Allotment Details

The preferential issue benefits two identified non-promoter public category individual shareholders of Giskard. Post-allotment, these investors will hold a combined 4.19% stake in 5paisa Capital. Mr. Amber Pabreja, holding 38,148 Giskard shares (21.71%), will receive 11,82,588 5paisa shares, resulting in a post-swap holding of 2.42%. Ms. Devi Yeshodharan, holding 28,000 Giskard shares (15.94%), will receive 8,68,000 5paisa shares, resulting in a post-swap holding of 1.77%. The issue price for the preferential allotment is ₹380 per equity share, aggregating to ₹77,92,23,440, which is not less than the floor price determined under SEBI ICDR Regulations.

Regulatory Approvals and Next Steps

The acquisition is subject to receipt of corporate, statutory, and regulatory approvals, including prior approval from the Securities and Exchange Board of India (SEBI) for the change in control or surrender of Giskard’s Research Analyst registration under the SEBI (Research Analysts) Regulations, 2014. CS Swapneel Vinod Patel of M/s. Shah Patel and Associates has been appointed as the Scrutinizer for the postal ballot process. The results of the postal ballot will be announced within two working days from the conclusion of the remote e-voting period, i.e., on or before Monday, August 31, 2026.

What the Numbers Show

Giskard Datatech demonstrates consistent revenue growth, with turnover rising from ₹7.66 crore in FY2022-23 to ₹15.75 crore in FY2024-25. This doubling of turnover underscores the scalability of its data-driven technology solutions. By acquiring Giskard, 5paisa Capital aims to internalize these high-growth capabilities, potentially improving long-term margin structures and product differentiation in the competitive digital brokerage space. The dilution to promoter holdings is minimal, reducing their stake by only 1.53% from 36.50% to 34.97%, ensuring no change in control of the company.

5paisa Capital Limited will convene its Board of Directors on July 28, 2026, to evaluate a proposal for raising capital through the issuance of equity shares and/or other eligible securities. The potential fundraising could be executed via permissible modes including preferential issue or private placement, subject to necessary regulatory and statutory approvals. This move signals the company’s intent to potentially expand its shareholder base or raise funds for strategic initiatives, pending final board approval.

The prior intimation was issued under Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The notice was submitted to both the BSE Limited and the National Stock Exchange of India Limited on July 23, 2026. Gourav Munjal, Whole-time Director & CFO of 5paisa Capital Limited, signed the disclosure from Thane.

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and the company’s Code of Conduct, the trading window for dealing in the company’s securities remains closed with immediate effect. This restriction applies to all Designated Persons of the company and their Immediate Relatives. The window will remain closed until the expiry of 48 hours after the conclusion of the board meeting.

Key Details

The specific amount, pricing, or number of securities to be issued has not been disclosed in this preliminary intimation. The final decision rests with the board during the scheduled meeting. Investors should monitor subsequent filings for details on the quantum of issuance and allotment criteria if the proposal is approved.