5paisa Capital Limited has secured Board of Directors approval for the acquisition of 100% equity in Giskard Datatech Private Limited, aiming to integrate advanced AI-enabled research capabilities into its digital investment ecosystem. The deal, valued at up to ₹1,21,57,49,108, combines cash consideration with a share swap arrangement, marking a strategic move to enhance customer engagement through unified research and execution tools. The Board approved the transaction on July 28, 2026, initiating a postal ballot process for shareholder approval that runs from July 29, 2026, to August 27, 2026.

The acquisition structure involves purchasing up to 1,03,082 Giskard shares (58.68% stake) for cash not exceeding ₹1,21,57,49,108 and acquiring the remaining 37.65% stake (up to 66,148 shares) via a preferential issue of 20,50,588 5paisa Capital shares at a swap ratio of 1:31. Independent valuer Mr. Raghav Mandhana determined the value of each Giskard share at ₹11,794 using the Discounted Cash Flow method, based on a valuation report dated June 18, 2026.

Transaction Structure and Valuation

The preferential issue benefits two non-promoter public category shareholders: Mr. Amber Pabreja and Ms. Devi Yeshodharan. Mr. Pabreja, holding 38,148 Giskard shares, will receive 11,82,588 5paisa shares, resulting in a post-swap holding of 2.42%. Ms. Yeshodharan, holding 28,000 Giskard shares, will receive 8,68,000 5paisa shares, resulting in a post-swap holding of 1.77%. Together, they will hold 4.19% of 5paisa Capital post-allotment. Promoter dilution is minimal, reducing their stake by 1.53% from 36.50% to 34.97%.

Strategic Rationale and Financials

Giskard specializes in data-driven technology solutions, including software development, analytics, and AI-enabled investment tools. The acquisition aims to strengthen 5paisa’s digital capabilities by integrating stock screening, portfolio analytics, and proprietary algorithms into its platform. Giskard reported a turnover of ₹15.75 crore in FY24-25, up from ₹12.07 crore in FY23-24 and ₹7.66 crore in FY22-23. The transaction is subject to regulatory approvals, including SEBI approval for the change in control of Giskard’s Research Analyst registration under the SEBI (Research Analysts) Regulations, 2014. The indicative completion period is up to six months.

What the Numbers Show

The acquisition highlights 5paisa Capital’s strategy to vertically integrate high-growth technology assets rather than relying solely on organic development. Giskard’s turnover has more than doubled from ₹7.66 crore in FY22-23 to ₹15.75 crore in FY24-25, demonstrating strong operational momentum. By acquiring 100% control, 5paisa secures exclusive access to Giskard’s proprietary algorithms and AI-enabled research tools, which are critical for differentiating its digital brokerage platform in a competitive retail investment landscape. The mixed consideration structure—combining cash and equity—balances immediate liquidity requirements for target shareholders with long-term alignment through shareholding in 5paisa Capital.

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.