5paisa Capital Limited shareholders approved a special resolution to issue equity shares on a preferential basis for consideration other than cash pursuant to a share swap arrangement. The resolution was passed with the requisite majority on August 27, 2026.

The postal ballot voting concluded on August 27, 2026, following a remote e-voting process managed by Central Depository Services (India) Limited. The company notified the Bombay Stock Exchange and the National Stock Exchange of India Ltd on August 28, 2026.

Voting Results

Shareholders holding shares as on the record date of July 24, 2026, were eligible to vote. A total of 49,881 shareholders were on record. The voting participation and results were as follows:

The promoters and promoter group held no interest in the agenda item. The total valid votes polled amounted to 3,58,17,947, representing 76.40% of outstanding shares. Of these, 3,58,13,862 votes were cast in favour, while 4,085 votes were cast against.

What the Numbers Show

The near-unanimous support across all shareholder categories indicates strong alignment with the proposed corporate action. Promoter and institutional investors voted entirely in favour, while public non-institutional investors supported the resolution at a rate of 99.97%. The high turnout of 76.40% suggests significant shareholder engagement regarding the share swap arrangement.

Procedural Details

Shah Patel & Associates served as the scrutinizer for the remote e-voting process. The e-voting period commenced on July 29, 2026, at 9:00 am and ended on August 27, 2026, at 5:00 pm. The votes were unblocked on August 27, 2026, at 5:55 pm in the presence of two independent witnesses.

Mehul Somaiya, Company Secretary and Compliance Officer of 5paisa Capital Limited, countersigned the scrutinizer's report. The detailed voting results and scrutinizer's report are available on the company's website and the Central Depository Services (India) Limited website.

5paisa Capital Limited will hold its 19th Annual General Meeting (AGM) on Tuesday, September 1, 2026, to approve financial results for FY26, which saw profit after tax (PAT) decline 35% year-on-year to ₹441.84 million. The meeting, conducted via Video Conferencing (VC) or Other Audio Visual Means (OAVM), addresses a challenging fiscal year marked by an 11% revenue drop to ₹3,198.90 million, driven by regulatory shifts in derivatives and broader market volatility. Shareholders must vote by August 31, 2026, to approve these results and key board resolutions.

AGM Details and Shareholder Access

The AGM is scheduled for 11:30 A.M. IST. Shareholders with names in the Register of Members or List of Beneficial Owners as of the record date, Tuesday, August 25, 2026, are eligible to vote. The company issued the notice pursuant to Regulation 30 and Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

For members without registered email addresses, the company sent physical letters containing weblinks and QR codes to access the AGM notice and Annual Report, as confirmed by Company Secretary Mehul Somaiya in a filing dated August 7, 2026. Remote e-voting via CDSL is available from August 27 to August 31, 2026.

FY26 Financial Performance

Consolidated revenue from operations fell to ₹3,198.90 million in FY26, down from ₹3,598.30 million in FY25. Net profit margin stood at 14%, while the cost-to-income ratio was 81%. Despite the top-line pressure, the company reduced other expenses by 18% through cost rationalization. Standalone revenue also declined, dropping from ₹359.83 crore to ₹319.88 crore.

Operational Growth Amidst Market Headwinds

While trading volumes contracted, with Average Daily Turnover (ADTO) falling 6% to ₹2.90 trillion, 5paisa Capital expanded its asset under management (AUM) and customer base. Mutual Fund (MF) AUM grew 27% to ₹1,761 crore, and active SIP registrations rose 14% to 13.68 lakh. The registered customer base reached 5.19 million, adding 0.36 million new users. The Margin Trading Facility (MTF) loan book surged 82% to ₹326 crore, reflecting strong demand for leveraged trading products despite lower overall market turnover.

Capital Structure and Ratings

The company strengthened its capital base via a rights issue of 15.63 million equity shares at ₹300 per share, raising ₹468.82 crore. Paid-up equity capital increased from ₹31.25 crore to ₹46.88 crore. CRISIL Ratings reaffirmed its A+/Stable outlook for long-term NCDs and bank loans, and A1+ for short-term facilities, citing robust liquidity and strong franchise value. Commercial papers outstanding were ₹75 crore as of March 31, 2026.

Agenda Items

Shareholders will vote on the re-appointment of Gourav Munjal as Whole-time Director and CFO, approval of related-party transactions with IIFL group entities, and issuance of Non-Convertible Debentures up to ₹250 crore. The Board also seeks approval for paying commissions to Non-Executive Directors up to 1% of net profits for FY27.