Your Directors' take pleasure in presenting the 18th (Eighteenth)Annual Report on the business and operations of 5paisa CapitalLimited ("Company", "Your Company", "We") along with theAudited Financial Statements for the Financial Year endedMarch 31, 2025 ("year under review" or "year" or "FY 2024¬25"). The consolidated performance of your Company and itssubsidiaries has been referred to wherever required.
In compliance with the applicable provisions of the CompaniesAct, 2013 ("the Act") (including any statutory modification(s)or re-enactment(s) thereof, for the time being in force and theSecurities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulation, 2015 ("the ListingRegulations"), this report covers the financial performance andother developments during the Financial Year 2024-25 and uptothe date of the Board Meeting held on July 08, 2025 to approvethis report in respect of 5paisa Capital Limited on a Standalonebasis as well as on a Consolidated basis comprising of 5paisaCapital Limited and its Subsidiaries.
Your Company's Standalone and Consolidated financialperformance during Financial Year 2024-25, as compared withthat of the previous Financial Year 2023-24 is summarized below:
Particulars
Consolidated
Standalone
FY 2024-25
FY 2023-24
Gross total income
3,598.46
3,947.36
3,596.69
3,945.58
Profit / (Loss) before interest, depreciation and taxation
1,272.44
1,102.27
1,271.66
1,067.06
Interest and financial charges
238.01
285.68
Depreciation
122.24
95.33
94.71
Profit / (Loss) before tax
912.19
721.26
911.41
686.67
Taxation - Current
258.25
195.28
- Deferred
(28.40)
(18.43)
(28.02)
(27.14)
- Short or excess provision for income tax
-
Net profit / (Loss) for the year
682.34
544.41
681.18
518.53
Less: Appropriations
Add: Balance brought forward from the previous year
624.18
79.77
633.22
114.69
Balance to be carried forward
1,306.52
1,314.40
Note(s):
1. Previous periods' figures have been re-grouped /re-arranged wherever necessary.
2. Figures in brackets represent deduction(s).
The statement containing extract of subsidiaries financialstatement are provided on the corporate website at https://www.5paisa.com/investor-relations
The Consolidated Financial Statements of your Company forthe FY 2024-25 are prepared in compliance with the applicableprovisions of the Companies Act, 2013 ("the Act"), IndianAccounting Standards ("Ind-AS") and the Securities andExchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("the Listing Regulations").The Consolidated Financial Statements have been prepared onthe basis of Audited Financial Statements of the Company andits subsidiaries, approved by their respective Board of Directors.
Copies of the Balance Sheet, Statement of Profit and Loss,Report of the Board of Directors and Report of the Auditors ofthe subsidiary companies are not attached to the accounts ofyour Company for the financial year 2024-25. Your Companywill arrange for soft copies of these documents / details uponrequest by any member of the Company and dispatch the sameon the registered email address of the member.
These documents / details will also be available for inspectionby any member of your Company at its registered office andat the registered offices of the concerned subsidiary duringthe business hours on working days i.e. except on Saturdays,Sundays and Public Holidays. If any member is interestedin obtaining a copy thereof, such member may write to theCompany Secretary, whereupon a soft copy of the same wouldbe sent to the registered email address of the member. TheAnnual Report of subsidiaries is uploaded on our corporatewebsite at https://www.5paisa.com/investor-relations. Asrequired by the Companies Act, 2013 and Accounting Standard- 21 (AS 21) issued by the Institute of Chartered Accountantsof India, your Company's Consolidated Financial Statements
included in this Annual Report incorporate the accounts of itssubsidiaries. A report on the performance and financial positionof the subsidiaries is provided in the prescribed form AOC-1 as"Annexure - I" to this Directors' Report.
The policy on determining the material subsidiary is availableon our corporate website: https://www.5paisa.com/investor-relations
Over the next ten years, major megatrends in the Indian capitalmarkets will fundamentally reshape the financial landscape.The increasing digitisation of financial services is a key driver,as reflected in the growing retail participation and the risingfinancial awareness among younger generations, who areentering the stock markets earlier and prefer digital platformsand self-directed investments. The last five years have witnesseda multi-fold surge in demat accounts especially post the covidpandemic, signalling a structural shift towards broader marketparticipation and confidence in the Indian economy. At thesame time, the Indian capital market share steadily maturing,supported by improving regulations, robust compliance norms,enhanced investor education and deeper retail participation.Additionally, the increasing focus on environmental, social andgovernance (ESG) factors will drive demand for ESG-compliantinvestment products, pushing the industry toward sustainableand responsible investment offerings.
Following a year of market volatility, regulatory tighteningand shifting investor sentiment, were directed our strategicfocus from broad-based innovation to strengthening thecustomer experience, adding new trading features, technologyoptimisation and delivering a dedicated platform for FnOtraders - FnO 360.
While we continue to invest in advanced technologies - includingAI-driven insights, automation and scalable APIs - our priorityin the past year was to enhance platform reliability, speed,margin transparency and risk controls so that active traderscan operate with confidence. As India's regulatory environmentevolves to reinforce transparency, compliance and investorprotection, we believe this disciplined, customer-first approachwill position us for a decade of inclusive, sustainable innovationacross India's capital markets.
Your Company has improved its financial performance byoffering investors a digital platform with a range of featuresthat enables them to learn more about the financial world, makeinformed decisions, invest through its mobile application andincrease their participation and profits from the financial market.The revenue this year stood at ? 3,598 million in FY 2024-25, adecrease of 9 % Y-o-Y The Company earned a net profit after taxof ? 682 million in FY 2024-25, a growth of 25 % on Y-o-Y basis.This is due to the Company's dedication to meet the needs ofits esteemed customers, its consistent efforts to build the rightteams and culture and its integration of innovation, technologyand sustainability at the heart of its operations.
For a detailed overview of your company's performanceduring the year, refer to Management Discussion andAnalysis Report of the Annual Report. Throughout the year,the company focused on leveraging technology to enhancecustomer experience, expanding cohort-based personalizedservice offerings, strengthening the Algo and API ecosystemand fortifying strategic partnerships to drive innovation andmarket expansion. As a result, the company has reinforcedits position as a key player in the discount broking industry byconsistently delivering exceptional services and creating valuefor all stakeholders..
Read more about your company's performance during the yearin the Management Discussion and Analysis Report section ofthis report.
In order to conserve the resources of your Company for futurebusiness expansion and strategic initiatives, the Directors havedecided not to recommend any dividend on equity shares ofyour Company for the financial year under review.
The Dividend Distribution Policy is available on the website athttps://www.5paisa.com/investor-relations.
During the year under review, your Company has not transferredany amount to the reserves.
Your Company has duly paid the annual listing fees for FY 2024¬25 to both the National Stock Exchange of India Limited(Symbol: 5PAISA) and BSE Limited (Scrip Code: 540776), whereits securities are listed.
The Company has not declared any dividend till date, thereforethere is no case of unclaimed dividend and further no dividendamount is required to be transferred to Investor Education andProtection Fund (IEPF).
The Company has not transferred any shares to InvestorEducation and Protection Fund during the year under review.
Pursuant to the Scheme of Arrangement approved by theHon'ble National Company Law Tribunal, Mumbai, vide its order
dated September 06, 2017, between IIFL Finance Limited and5paisa Capital Limited, the shareholders of IIFL Finance Limitedwere allotted shares in 5paisa Capital Limited. This resulted in12,707 equity shares being allotted as fractional entitlements,which were consolidated, sold in the market, and the saleproceeds were credited to a designated bank account on June25, 2018.
As per the Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund) Rules, 2016, asamended from time to time, any amount remaining unclaimedor unpaid for a period of seven years is required to be transferredto the Investor Education and Protection Fund ("IEPF”). Further,the amount must be credited to the IEPF within 30 days fromthe due date of transfer.
Accordingly, the sale proceeds relating to the unclaimedfractional entitlements arising out of the Scheme ofArrangement which became due for transfer on June 25, 2025are required to be transferred to the IEPF on or before July 25,2025. As on date of the report, the Company is currently in theprocess of completing this transfer.
CRISIL Ratings Limited ("CRISIL”), the credit rating agency,vide its letter dated February 12, 2025, has assigned and/orre-affirmed the credit ratings for various facilities of theCompany. The same has been disclosed in the CorporateGovernance Report forming part of the annual report.
Your Company received numerous awards and accolades whichwere conferred by reputable organizations and is designed tohonour the efforts made by us and the details of the same aregiven herein below:
• Prime Time Awards 2022, Media Best Integration of DigitalContent with TV.
• India Content Leadership Awards 2023, Inkspell BestContent in a Financial Services App.
• India Content Leadership Awards 2023, Inkspell BestFinancial Content on Social Platform(s).
• Masters of Modern Marketing Awards 2023, Inkspell MultiChannel campaign for a Financial Services Enterprise -Special Mention 5paisa.
• Passing 1 Lakh Subscribers on YouTube.
• Passing 1 Million Subscribers on YouTube.
• Safe Workplace Award by CecureUs - FY 2024-25.
• MCX Awards 2025 Leading Member - Client Participation.
The authorised share capital of your Company as on March31, 2025 was ? 80,00,00,000/- (Rupees Eighty Crores only).The paid-up equity share capital of your Company as onMarch 31, 2025 was ? 31,23,63,380/- divided into 3,12,36,338Equity Shares of ? 10/- each as compared to ? 31,19,09,730/-
divided into 3,11,90,973 Equity Shares of ? 10/- each as onMarch 31,2024.
The increase in the share capital was on account of exerciseof 32,865 ESOPs granted under the 5paisa Capital LimitedEmployee Stock Option Scheme 2017 and on account of exerciseof 12,500 ESOPs granted under the 5paisa Capital LimitedEmployee Stock Option Scheme 2023, by eligible employees,which were converted into Equity Shares of ? 10/- each.
Your Company had made following allotments during FY 2024-25:
Sr.
No.
Date
of Allotment
No. of
Shares Allotted
ESOP Scheme
1.
April24, 2024
250 EquityShares
5paisa Capital LimitedEmployee Stock Option
2.
May
21,2024
4,500 EquityShares
Scheme 2017
3.
June04, 2024
6,750 EquityShares
4.
June20, 2024
7,290 EquityShares
5.
July
12, 2024
4,000 EquityShares
6.
August08, 2024
6,350 EquityShares
7.
September25, 2024
1,025 EquityShares
8.
November08, 2024
2,700 EquityShares
9.
February14, 2025
12,500 EquityShares
5paisa Capital LimitedEmployee Stock OptionScheme 2023
The Employees' Stock Option Schemes enable your Companyto hire and retain the best talent for its Senior Management andkey positions. The Nomination and Remuneration Committee ofthe Board of Directors of your Company, inter-alia, administersand monitors the Employees' Stock Option Schemes inaccordance with the applicable SEBI Regulations.
ESOS of your Company are in line with SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations, 2021("SBEBSE Regulations"). Your Company, presently, hasthree Schemes:
1. 5paisa Capital Limited Employee Stock Option Scheme2017 ("5PCL ESOS 2017") was approved by shareholdersvide special resolution dated January 25, 2018.
2. 5paisa Capital Limited Employee Stock Option TrustScheme 2017 ("5PCL ESOTS 2017") was approvedby shareholders vide special resolution dated January25, 2018.
3. 5paisa Capital Limited Employee Stock Option Scheme2023 ("5PCL ESOS 2023") was approved by shareholdersvide special resolution dated August 31,2023.
As per Regulation 14 of "SBEBSE Regulations”, the details of the"ESOS” are disclosed on our corporate website which can beaccessed at https://www.5paisa.com/investor-relations.
A certificate from the Secretarial Auditors of the Companystating that the aforesaid schemes have been implementedin accordance with the SEBI (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021 and in accordance withthe resolution passed by the members shall be available at theensuing Annual General Meeting for inspection by members.
Particulars of loans given, investments made, guaranteesgiven and securities provided as covered under the provisionsof Section 186 of the Act are set out in the notes to theaccompanying financial statements of your Company.
During the year under review, there are no loan taken from theDirectors or their relatives by the Company.
During the year under review, your Company has not acceptedany deposits from the public falling under the ambit ofSection 73 of the Companies Act, 2013 read with Companies(Acceptance of Deposits) Rules, 2014. Therefore, payment onthe account of principal or interest amount on deposits fromthe public does not arise.
As on 31st March 2025, the Company had 4 (four) whollyowned subsidiaries. During the financial year, your Boardof Directors reviewed the operations and performance of allsubsidiary companies.
The Consolidated Financial Statements of the Companyhave been prepared in compliance with Section 129(3) ofthe Companies Act, 2013 and are included as part of thisAnnual Report. A summary of the key financial highlights ofthe subsidiaries, presented in the prescribed format AOC-1,is attached as "Annexure - I" to the Directors' Report. Thisannexure outlines the financial performance and position ofeach subsidiary.
Details of Subsidiary Companies:
• 5paisa P2P Limited
5paisa P2P Limited is a wholly owned subsidiary of 5paisaCapital Limited. The company received Certificate ofRegistration from Reserve Bank of India ("RBI") bearingregistration number N-13.02371 to act as NBFC P2P.
• 5paisa Corporate Services Limited
5paisa Corporate Services Limited is a wholly ownedsubsidiary of 5paisa Capital Limited incorporated onOctober 27, 2018. The name of the company was changedfrom "5paisa Insurance Brokers Limited” to "5paisaCorporate Services Limited” with effect from November 16,2022 pursuant to receipt of fresh Certificate of Incorporationdated November 16, 2022 issued by the Registrar ofCompanies, Mumbai. The Company shall commence itsbusiness shortly.
• 5paisa Trading Limited
5paisa Trading Limited was incorporated as a public limitedcompany on February 27, 2020 as a wholly owned subsidiaryof 5paisa Capital Limited.
• 5paisa International Securities (IFSC) Limited
5paisa International Securities (IFSC) Limited wasincorporated as a public limited company on June 15, 2022as a wholly owned subsidiary of 5paisa Capital Limited.5paisa International Securities (IFSC) Limited is incorporatedwith the object of carrying out business of IFSC (InternationalFinancial Service Centre) Unit and act as intermediary inIFSC. The Company shall commence its operations afterreceipt of necessary clearances / licenses.
The separate audited financial statements of each subsidiarycompany are available for inspection and can also be accessedon the Company's website at https://www.5paisa.com/investor-relations.
In accordance with the provisions of Regulation 34(3) readwith Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the details of loans andadvances extended to, as well as investments made in,the subsidiary companies are disclosed in the Notes to theFinancial Statements.
Furthermore, the Company did not have any joint venture orassociate companies during the year under review, nor atany time after the financial year ended and up to the date ofthis Report.
Management Discussion and Analysis Report for the yearunder review, as stipulated under the Regulation 34 of theSecurities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 ("ListingRegulations"), is presented in a separate section, forming partof the Annual Report.
Your company is dedicated to maintaining transparency in allits transactions and prioritizes strong business ethics. It hasput in place an effective Corporate Governance system whichensures that provisions of the Act and Listing Regulations areduly complied with, not only in form but also in substance.
In accordance with Regulation 34 of the Securities andExchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, a comprehensive Report onCorporate Governance forms part of this Annual Report.
M/s. V Sankar Aiyar & Co., Chartered Accountants, StatutoryAuditors of the Company have conducted a review of theCompany's compliance with the applicable CorporateGovernance provisions under the Listing Regulations. Theircertification confirming compliance is appended to theCorporate Governance Report.
The Business Responsibility and Sustainability Reportprepared pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, forms part of thisAnnual Report.
5paisa is dedicated to embracing leading global standards toensure the Board operates effectively and further is committedto fostering a genuinely diverse Board, whose insights andcapabilities can be harnessed to drive enhanced stakeholdervalue, protect their interests and improve corporate governance.Your Company's Board comprises of eminent persons withproven competence and integrity, who bring in vast experienceand expertise, strategic guidance and leadership qualities.
1. Composition of Board of Directors:
The Board of Directors of the Company is structured incompliance with Section 149 of the Companies Act, 2013and Regulation 17 of the Listing Regulations therebyensuring an appropriate combination of Executive, Non¬Executive and Independent Directors.
As on the date of this Boards Report i.e. as on July 08,2025, your Company's Board of Directors comprises offollowing Directors:
Name of the Director
DIN
Designation
Dr. Archana Hingorani
00028037
Non - ExecutiveIndependent Directorand Chairperson
Mr. Milin Mehta
01297508
Non - ExecutiveIndependent Director
Mr. Ravindra Garikipati
00984163
Ms. Nirali Sanghi
00319389
Dr. Sarat Kumar Malik
09791314
Additional Non- ExecutiveIndependent Director
Mr. Gaurav Seth
10415364
Managing Director andChief Executive Officer
Mr. Gourav Munjal
06360031
Whole TimeDirector and ChiefFinancial Officer
Mr. Ameya Agnihotri
07680132
Whole TimeDirector and ChiefTechnology Officer
2. Changes in Board Composition:
During the year and upto the date of this report, followingchanges took place in the Directorships:
Appointment / Cessation:
In order to pursue additional responsibilities as aStrategic Advisor to the IIFL group in their new initiativestowards Artificial Intelligence and Digital Transformation,Mr. Narayan Gangadhar (DIN: 09298665), vide his letterdated May 30, 2024 resigned from the post of ManagingDirector and Chief Executive Officer (CEO) of the Companyw.e.f. August 28, 2024 where the said resignation wasaccepted by the Board vide Circular Resolution dated May30, 2024.
Consequently, he also ceased to be the Member of theRisk Management Committee, Stakeholder RelationshipCommittee, Corporate Social Responsibility (CSR)Committee, Finance Committee, Environmental,Social and Governance (ESG) Committee, InformationTechnology (IT) Committee and Cyber Security Committeeof the Company.
Further, the Board of Directors, based on therecommendation of Nomination and Remuneration(NRC) Committee, at their meeting held on Friday, July 12,
2024 appointed Mr. Ameya Agnihotri (DIN: 07680132) asAdditional Director in the capacity of Whole Time Directorof the Company w.e.f. July 13, 2024 pursuant to whichhis appointment was approved by the Members of theCompany by way of passing of Special Resolution at theirAnnual General Meeting held on September 10, 2024.
Further Mr. Ameya Agnihotri was also appointed as aMember of the Corporate Social Responsibility (CSR)Committee, Stakeholders Relationship (SRC) Committee,Finance Committee, Environmental, Social andGovernance (ESG) Committee.
Further, the Board of Directors, based on the recommendationof Nomination and Remuneration (NRC) Committee, at theirmeeting held on January 14, 2025 appointed Mr. GauravSeth (DIN: 10415364) as Chief Executive Officer (CEO) of
the Company w.e.f. January 14, 2025 and further, basedon the recommendation of Nomination and Remuneration(NRC) Committee, at their meeting held on January 17,
2025 appointed him as a Managing Director of theCompany w.e.f. January 17, 2025 pursuant to which
his appointment was approved by the Members of theCompany by way of passing of Ordinary Resolution videPostal Ballot Notice dated February 12, 2025, the resultsof which were declared on March 25, 2025.
Further, the Board of Directors, based on therecommendation of the Nomination and RemunerationCommittee (NRC), at their meeting held on July 08, 2025,appointed Dr. Sarat Kumar Malik (DIN: 09791314) as anAdditional Non - Executive Independent Director of theCompany with effect from July 08, 2025 to hold office tillthe conclusion of ensuing Annual General Meeting andsubject to the approval of Members in the ensuing AnnualGeneral Meeting, for appointment as an IndependentDirector to hold office for a 1st (First) term of 5 (Five)consecutive years.
There was no change in the composition of the Boardof Directors during the year under review, except asstated above.
3. Key developments in the Board Composition pursuant tothe conclusion of the financial year:
No key developments had taken place in the BoardComposition subsequent to the conclusion of theFinancial Year except as stated above. Further, the detailsmentioning the changes in Board composition during theyear have already been discussed in detail in the CorporateGovernance Report which forms part of the Annual Report.
4. Retirement by Rotation:
Pursuant to Section 152 of the Companies Act, 2013, readwith rules made thereunder and Articles of Associationof your Company, Mr. Ameya Agnihotri (DIN: 07680132),Whole-time Director and Chief Technology Officer ofyour Company, retires by rotation at the 18th AnnualGeneral Meeting of the Company and being eligible forre-appointment has offered himself for re-appointment.Based on the recommendation of the Nomination andRemuneration Committee, the Board has recommendedthe re-appointment of Mr. Ameya Agnihotri as Whole¬time Director of the Company at the ensuing AGM. A briefprofile and other information, as required under SecretarialStandard-2 and Regulation 36 of the Listing Regulations,are provided in the AGM Notice.
5. Key Managerial Personnel:
Pursuant to the provisions of Section 2(51) and Section 203of the Companies Act, 2013 and rules made thereunder,the Key Managerial Personnel ("KMPs") of your Companyas on March 31,2025 are:
: Managing Director andChief Executive Officer
: Whole-Time Director andChief Financial Officer
: Whole-time Director andChief Technology Officer
Mrs. Namita Godbole
: Company Secretary and ChiefCompliance Officer(Resigned w.e.f. July 11, 2025)
The Remuneration and other details of the Key ManagerialPersonnel for the year ended March 31,2025 are mentionedin Form MGT-7 - Annual Return which can be accessedon our corporate website at https:// www.5paisa.com/investor-relations.
Further, pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/24 dated February 06, 2023,your company has recognized and has designatedfollowing senior officers as a Key Managerial Personnelof your company for managing the key risks.
: Chief Compliance Officer(Resigned w.e.f. July 11,2025)
Mr. Yogesh Maroli
: Chief Information SecurityOfficer (CISO)
6. Independent Directors:
The Independent Directors have been familiarized withthe Company, their roles, rights and responsibilities inthe Company. The details of Familiarization Programmesare available on the website of the Company at https://www.5paisa.com/investor-relations.
The Company has received requisite declarations fromall the Independent Directors of the Company confirmingthat they meet the criteria of independence prescribedunder Section 149(6) of the Act read with Rule 5 of theCompanies (Appointment and Qualification of Directors)Rules, 2014 and Regulation 16(1)(b) of the SEBI ListingRegulations. The Independent Directors have alsoconfirmed that they are not aware of any circumstance orsituation that exists or may be reasonably anticipated thatcould impair or impact their ability to discharge their dutieswith an objective independent judgment and without anyexternal influence. This has been noted by the Boardof Directors.
In the opinion of the Board, all the Independent Directorssatisfy the criteria of independence as defined under the Act,rules framed thereunder and the SEBI Listing Regulations,and that they are independent of the Management of theCompany. In the opinion of the Board, all IndependentDirectors (including those appointed during the year)possess requisite qualifications, experience, expertise,proficiency and hold high standards of integrity for thepurpose of Rule 8(5)(iiia) of the Companies (Accounts)Rules, 2014. In terms of the requirements under the SEBIListing Regulations, the Board has identified list of keyskills, expertise and core competencies of the Board,
including the Independent Directors, details of which areprovided as part of the Corporate Governance Report.
As required under Rule 6 of the Companies (Appointmentand Qualification of Directors) Rules, 2014, all theIndependent Directors (including those appointed duringthe year) have registered themselves with the IndependentDirectors Databank and completed the online proficiencytest conducted by the Indian Institute of Corporate Affairs,wherever required.
During the year, 5 (Five) Board Meetings were convened andheld on April 24, 2024; July 12, 2024; October 17, 2024; January14, 2025 and January 17, 2025. The particulars of attendance ofthe Directors at the said meetings are detailed in the CorporateGovernance Report of the Company, which forms part of thisReport. The intervening gap between consecutive Meetingswas within the statutory limit prescribed under the Act andListing Regulations.
Further, the details regarding the Audit Committee, Nominationand Remuneration Committee, Stakeholders' RelationshipCommittee, Risk Management Committee, Corporate SocialResponsibility (CSR) Committee, Environment, Social andGovernance (ESG) Committee, Finance Committee, InformationTechnology (IT) Committee and Cyber Security Committee,including the meetings held during the year, are disclosed inthe Corporate Governance Report.
As per the Provisions of the Companies Act, 2013 andRegulation 25(3) of the SEBI Listing Regulations, a separatemeeting of the Independent Directors of your Company washeld on March 24, 2025, without the presence of ExecutiveDirectors or Non-Independent Directors.
The meeting was conducted in an informal and flexiblemanner to facilitate free and Independent discussions. TheIndependent Directors, inter-alia, reviewed the performanceof Non-Independent Directors and the Board as a whole; theperformance of the Chairperson of the Company; assessed thequality, quantity and timeliness of flow of information betweenthe Company Management and the Board that is necessaryfor the Board to effectively and reasonably perform its duties.
Your Company has constituted various Board level committeesin accordance with the requirements of the Act and theListing Regulations. Further, the Company being categorizedas Qualified Stock Broker (QSB) has also constituted otheradditional committees as mandated under SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/24 dated February06, 2023.
As on March 31, 2025, the Board has constituted the followingcommittees / sub-committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
• Finance Committee
• Risk Management Committee
• Corporate Social Responsibility (CSR) Committee
• Environmental, Social and Governance (ESG) Committee
• Independent Directors (ID) Committee
• Information Technology (IT) Committee
• Cyber Security Committee
Details of the above Committees along with terms of reference,composition and meetings held during the year under revieware disclosed in the Corporate Governance Report which formspart of this Integrated Annual Report.
Pursuant to the provisions of the Act read with Rules madethereunder and the Corporate Governance requirements asprescribed under the Listing Regulations, the Board has carriedout an annual evaluation of its own performance and that of itsCommittees and Individual Directors.
The performance of the Board and Individual Directors wasevaluated by the Board seeking inputs from all the Directors.The performance of the Committees was evaluated based ontheir composition, clarity of mandate, frequency of meetings,and decision-making effectiveness. The Nomination andRemuneration Committee reviewed the performance of theIndividual Directors. A separate meeting of IndependentDirectors was held to review the performance of Non¬Independent Directors, the Board as a whole and the Chairpersonin line with Schedule IV of the Act. Performance of the Board, itsCommittees and Individual Directors was also discussed duringthe meeting of the Board of Directors.
The criteria for performance evaluation of the Board includedaspects like Board composition and structure, effectivenessof Board processes, information and functioning etc. Thecriteria for performance evaluation of Committees of theBoard included aspects like composition of Committees,effectiveness of Committee meetings etc. The criteria forperformance evaluation of the Individual Directors includedaspects on contribution to the Board and Committee meetingslike preparedness on the issues to be discussed, meaningfuland constructive contribution and inputs in meetings etc.
The evaluation process endorsed the Board Membersconfidence in the ethical standards of your Company, thecohesiveness that exists amongst the Board Members, thetwo-way open communication between the Board and the
Management and the openness of the Management in sharingstrategic information to enable Board Members to dischargetheir responsibilities.
All related party transactions entered into by the Companyduring the financial year were on an arm's length basis andin the ordinary course of business. No material contracts orarrangements with related parties were entered into during theyear under review. Further, there were no transactions for whichconsent of the Board was required to be taken in terms of Section188(1) of the Act and accordingly, no disclosure is required inrespect of the related party transactions in Form AOC-2 underSection 134(3)(h) of the Act and rules framed thereunder.
During the year, the Audit Committee had granted an omnibusapproval for transactions, which were repetitive in naturefor one financial year. The Audit Committee on a quarterlybasis reviewed all such omnibus approvals. All related partytransactions were placed before the Audit Committee and theBoard for the necessary review and approval, as applicable.These transactions are supported by a certificate issued byan Independent Chartered Accountant confirming compliancewith the relevant requirements.
In case of transactions which are unforeseen, the AuditCommittee grants an approval to enter into such unforeseentransactions provided that the transaction value does notexceed the limit of ' 1 crore per transaction in a Financial Year.Your Company has developed and adopted relevant SOPs for thepurpose of monitoring and controlling such transactions. YourCompany's policy for transactions with the related party whichwas reviewed by the Audit Committee and approved by theBoard, can be accessed at https://www.5paisa.com/investor-relations. The policy on Related Party Transactions was revisedduring the year in view of amendments in applicable rules.
Details of Related Party Transactions are set out in Notes tothe Standalone Financial Statements pursuant to IND AS-24.
None of the Directors and the Key Managerial Personnel had anypecuniary relationships or transactions vis-a-vis the Companyduring the year under review, other than those disclosed in thefinancial statements.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations,your Company has filed the reports on related party transactionswith the Stock Exchanges within statutory timelines.
Your Company has in place Nomination and RemunerationCommittee of the Board, which performs the functions asmandated under the Act, the SEBI Listing Regulations and suchother functions as prescribed by the Board from time to time.The composition of Nomination and Remuneration Committee,attendance at its meetings and other details have been providedas part of the Corporate Governance Report.
The broad objectives of the Nomination and RemunerationPolicy are:
a) To guide the Board in relation to appointment andremoval of Directors, Key Managerial Personnel andSenior Management;
b) To evaluate the performance of the members of the Board;
c) To recommend to the Board on remuneration payableto the Directors, Key Managerial Personnel andSenior Management.
The guiding principles of the Nomination and RemunerationPolicy are to ensure that:
a) Level and composition of remuneration is reasonable andsufficient to attract, retain and motivate directors of thequality required to run your Company successfully;
b) Relationship of remuneration to performance is clear andmeets appropriate performance benchmarks; and
c) Remuneration to directors, key managerial personnel andsenior management involves a balance between fixed andincentive pay reflecting short and long-term performanceobjectives appropriate to the working of your Companyand its goals and ensure that the policy is disclosed in theBoard's report.
In accordance with the Nomination and Remuneration Policy,the Nomination and Remuneration Committee formulatesthe criteria for appointment as a Director, Key ManagerialPersonnel and Senior Management, identifies persons whoare qualified to be Directors and nominates candidates forDirectorships subject to the approval of Board, evaluatesthe performance of the Individual Directors, recommends tothe Board, remuneration to Managing Director / Whole-timeDirectors, ensures that the remuneration to Key ManagerialPersonnel, Senior Management and other employees is basedon Company's overall philosophy and guidelines and is basedon industry standards, linked to performance of the self andthe Company and is a balance of fixed pay and variable payand recommends to the Board, sitting fees / commission tothe Non-Executive Directors.
The remuneration has been paid as per the Nomination andRemuneration Policy of the Company. The Nomination andRemuneration Policy is available on the website of the Companyat https://www.5paisa.com/investor-relations.
Pursuant to Section 134(3)(c) and 134(5) of the CompaniesAct, 2013, the Directors of your Company, to the best of theirknowledge and based on the information and explanationsobtained by them from the Company, confirm that:
a) In the preparation of the annual financial statementsfor the financial year ended March 31, 2025, theapplicable accounting standards have been followedand there are no material departures from the prescribedaccounting standards.
b) The Directors have selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent, so as to give atrue and fair view of the state of affairs of your Companyas at March 31, 2025 and of the profit of your Company,for the said period;
c) Proper and sufficient care has been taken for themaintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013, for safeguarding the assets of your Company andfor preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a "goingconcern” basis.
e) The Directors, have laid down proper internal financialcontrols to be followed by your Company and that suchinternal financial controls are adequate and were operatingeffectively; and
f) Proper systems to ensure compliance with the provisionsof all applicable laws were devised and that such systemswere adequate and operating effectively.
In accordance with the provisions of Section 139 of theCompanies Act, 2013 and the applicable rules, the membersof the Company, at their 15th (Fifteenth) Annual GeneralMeeting, approved the appointment of M/s. V Sankar Aiyarand Co., Chartered Accountants, Mumbai (Firm RegistrationNumber: 109208W) as the Statutory Auditors of the Companyfor a second term of five (5) years, i.e. from the conclusion of15th AGM till the conclusion of 20th AGM of your Company..
As per the Ministry of Corporate Affairs notification dated7th May 2018, the requirement for annual ratification of auditorappointments has been dispensed with for appointments madefor a five-year term.
The Statutory Auditors have confirmed their compliance withthe independence criteria as prescribed under the CompaniesAct, 2013.
Further, the Statutory Auditors have not reported any instanceof fraud to the Audit Committee or the Board of Directors underSection 143(12) of the Companies Act, 2013 read with Rule 13of the Companies (Audit and Auditors) Rules, 2014.
Any observations made by the Auditors, if applicable, should beread in conjunction with the Notes to the Accounts, which areself-explanatory and do not require further clarification.
The maintenance of cost records, for the services rendered byyour Company is not required pursuant to Section 148(1) of theCompanies Act, 2013 read with Rule 3 of the Companies (Costrecords and audit) Rules, 2014.
Pursuant to the provisions of Section 204 of the Companies Act,2013 read with the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 and Regulation 24A of theListing Regulations, the Board of Directors of the Company hadappointed M/s. Nilesh Shah & Associates, Company Secretariesin whole-time practice, Mumbai, to conduct Secretarial Audit ofyour Company for FY 2024-25.
The Secretarial Auditor, M/s. Nilesh Shah & Associatesconducted the Secretarial Audit of the Company for theFinancial Year 2024-25. Observations made by the said auditorare mentioned in detail in the Secretarial Audit Report, issuedin prescribed Form MR-3 which is annexed to this report"Annexure - II" and is self-explanatory. During the year underreview, the Secretarial Auditor has not reported any fraud underSection 143(12) of the Act and therefore disclosure of detailsunder Section 134(3)(ca) of the Act is not applicable.
a) Internal Audit and its adequacy:
The scope and authority of the internal audit function iswell defined and to maintain independence and objectivityin its functions, the internal audit function reports directlyto the Audit Committee of the Board.
At the beginning of each Financial Year, a risk-basedannual audit plan is rolled out after it is approved bythe Audit Committee of the Board. The audit plan aimsto evaluate the efficiency and adequacy of the internalcontrol system(s) and compliance(s) thereof, robustnessof internal processes, policies and accounting procedures,compliance with laws and regulations. The Internal Auditfunction, consisting of professionally qualified charteredaccountants and specialists, is adequately skilled andresourced to deliver audit assurances at highest levels.
Based on the reports of internal audit function, processowners undertake corrective action in their respectiveareas. Significant audit observations and correctiveactions thereon are presented to the Audit Committee ofthe Board.
b) Internal Financial Control Systems and its adequacy:
Your Company has in place adequate internal controlswith reference to financial statements and operationsand the same are operating effectively. The InternalAuditors tested the design and effectiveness of the keycontrols and no material weaknesses were observed intheir examination. Further, Statutory Auditors verified thesystems and processes and confirmed that the InternalFinancial Controls system over financial reporting areadequate and such controls are operating effectively.
Based on the framework of internal financial controls andcompliance systems established and maintained by yourCompany, the work performed by the internal, statutory and
secretarial auditors and external consultants, including theaudit of internal financial controls over financial reportingby the statutory auditors and the reviews performedby management and the relevant board committees,including the Audit committee, the Board is of the opinionthat your Company's internal financial controls wereadequate and effective during FY 2024-25.
For your Company, Risk Management is an integral andimportant aspect of Corporate Governance. Your Companybelieves that a robust Risk Management Framework ensuresadequate controls and monitoring mechanisms for smooth andefficient running of the business. A risk-aware organization isbetter equipped to maximize shareholder value.
The key cornerstones of your Company's Risk ManagementFramework are:
• A well-defined risk management policy;
• Periodic assessment and prioritization of risks that affectthe business of your Company;
• Development and deployment of risk mitigation plans toreduce vulnerability to prioritized risks;
• Focus on both the results and efforts required to mitigatethe risks;
• Defined review and monitoring mechanism wherein thefunctional teams, the top management, Risk ManagementCommittee, Audit Committee and the Board review theprogress of the mitigation plans;
• Integration of Risk Management with strategic businessplan, annual operating plans, performance managementsystem and significant business decisions;
• Constant scanning of external environment for new andemerging risks;
• Wherever applicable and feasible, defining the risk appetiteand implementing adequate internal controls to ensurethat the limits are adhered to.
Your company has constituted a Risk Management Committee(RMC) chaired by an Independent Director and has alsoformulated a Risk Management Policy to identify risks andmitigate their adverse impact on business which is reviewedby the Risk Management Committee from time to time.
Risk Management Committee assists the Board in monitoringand overseeing the implementation of the Risk ManagementPolicy, including evaluating the adequacy of Risk ManagementSystems and such other functions as mandated under the SEBIListing Regulations and as the Board may deem fit from timeto time.
The business risks and its mitigation has been reported in detailin the Management Discussion and Analysis Section formingpart of this Annual Report.
Over the years, your Company has established a reputation fordoing business with integrity and displays zero tolerance forany form of unethical behaviour. To create enduring value for allstakeholders and ensure the highest level of honesty, integrityand ethical behaviour in all its operations, your Company hasimplemented Vigil Mechanism in the form of Whistle BlowerPolicy for Directors and Employees to report their genuineconcerns about misconduct and actual/potential violations, ifany, to the Whistle Officer of the Company.
Pursuant to Section 177 of the Act read with the Rules prescribedthereunder and Regulation 22 of the Listing Regulations, theWhistle Blower Policy provides for adequate safeguards againstvictimisation of persons who use the Vigil Mechanism. In termsof the Policy of the Company, no employee of the Companyhas been denied direct access to the Chairman of the AuditCommittee of the Board.
The Whistle Blower Policy can be accessed on the website ofthe Company at https://www.5paisa.com/investor-relations.
The Audit Committee is also committed to ensure fraudfree work environment. We investigate complaints speedily,confidentially and in an impartial manner and takes appropriateaction to ensure that the requisite standards of professionaland ethical conduct are always maintained.
Protected disclosures can be made by a whistle-blower throughseveral channels to report actual or suspected frauds andviolation of the Company's Code of Conduct. However, duringthe year under review, no protected disclosure concerning anyreportable matter in accordance with the Policy of the Companywas received by the Company.
Apart from the mentioned below, there were no material orderspassed by the regulators, courts or tribunals, impacting thegoing concern status and future operations of your Company.
Multi Commodity Exchange of India Limited ("MCX") vide itsemail dated March 14, 2024 ("Order") imposed a restrictionon your Company with regard to onboarding of new clientsacross all segments with immediate effect. It was furtherintimated that the said restrain shall continue till the Companysubmits a complete Root Cause Analysis ("RCA") along withdocumentary evidence or for a period of 15 days, whicheveris higher. Basis the action taken by MCX, NSE and BSE alsoimposed a similar restriction on your Company vide its emaildated March 14, 2024.
Being aggrieved by the Order, the same was immediatelychallenged by your Company before the Hon'ble BombayHigh Court by filing a writ petition. Thereafter, your Companywas given an opportunity of being heard on March 27, 2024wherein your Company had offered a detailed representationalong with the Root Cause Analysis ("RCA") and Action takento ensure non-recurrence of the said issues in future. Despite
the same, the Member and Core Settlement Guarantee FundCommittee ("MCSGFC") of the MCX passed an order vide itsletter dated July 01, 2024 and levied a monetary penalty of? 2,59,75,000/- (plus applicable GST) on your company andfurther, a non-monetary penalty of restricting on-boarding ofnew clients for a period of Fourteen (14) days from the date ofreceipt of the order.
Aggrieved by the said order, your company had filed an appealagainst the said order before Hon'ble Securities AppellateTribunal ("SAT"). SAT passed an order on July 05, 2024,granting a stay on the operation of the Impugned order ofMCX subject to deposit of 50% of the penalty amount i.e.? 1,30,00,000/- (Rupees One Crore Thirty Lakhs Only) withinone week with MCX. Your Company promptly deposited thesaid amount with MCX and the restriction, so imposed wasrevoked across Exchanges. The matter is currently pendinghearing before the SAT.
The information on energy conservation, technology absorptionand foreign exchange earnings and outgo stipulated underSection 134(3)(m) of the Companies Act, 2013 read with Rule8 of the Companies (Accounts) Rules, 2014, is appended as"Annexure - III" to this Directors' Report.
Disclosures with respect to the remuneration of Directors,Key Managerial Personnel and employees as required underSection 197 of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 are given in "Annexure - IV" to this Report. Details ofemployee remuneration as required under provisions of Section197 of the Act read with Rule 5(2) and 5(3) of Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 also form part of this Report. However, as per theprovisions of Section 136 of the Act, the report and the AuditedStandalone and Consolidated Financial Statements along withthe Auditors' Report thereon are being sent to the Members andothers entitled thereto, excluding the said information. If anyMember is interested in obtaining a copy thereof, such Membermay write to the Company in this regard.
Your Company recognizes its responsibility to provide equalopportunities and further it is committed to create a healthyworking environment that enables all the employees to workwith equality and without fear of discrimination, prejudice,gender bias or any form of harassment at workplace.
To ensure this, your Company has in place, a gender-neutralpolicy on prevention of sexual harassment at the workplaceand a framework for employees to report sexual harassmentcases at the workplace where its process ensures completeanonymity and confidentiality of information. The vigil
mechanism of the Company provides for adequate safeguardsagainst victimization of Directors, employees and third partieswho avail of the mechanism and provides for direct accessto the Chairman of the Audit Committee in exceptional cases.
All new employees go through a detailed personal orientation onanti-sexual harassment policy. Additionally, separate trainings(classroom / online) on Anti-Sexual Harassment Policy areconducted to educate the employees on said policy / rules.
In compliance with the requirement of the Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 and rules made thereunder, your Company hasconstituted Internal Complaints Committee to deal withcomplaints relating to sexual harassment at workplace.
Internal Complaints (IC) Committee as on March 31, 2025
Sr. No.
Name
Namita Godbole
President Officer
Sapna Kshirsagar
IC Member
Jay Parekh
Deepak Gupta
Rajeshree Jadhav
Vasundhara Kaul
External Member
Following are the details of the complaint received by yourcompany on sexual harassment during FY 2024-25:
• Number of Complaints received during the year: NIL
• Number of Complaints disposed off during the year: NIL
• Number of cases pending for more than 90 days: NIL
• Nature of action taken by employer or district officer:Not Applicable
Your Company has been at the forefront in helping theCommunity through impactful CSR projects that haveaddressed critical issues of our time. CSR for a businessincludes being responsible for its business processes andproducts, and engaging in accountable relationships with itsemployees, customers and the community.
Your Company has built its reputation as a good corporatecitizen by not only doing good business, but also by drivingpositive change in society. For your Company, CSR is not onlyabout adhering to statutory and legal compliances but alsocreating social and environmental value for its stakeholdersthus contributing to build an equal and future-ready nation.
As per the Companies Act, 2013, as prescribed, companies arerequired to spend at least 2% of their average net profits forthree immediately preceding financial years.
Accordingly, during the year, your Company has spent? 98,16,858/- towards CSR activities during FY 2024-25.
Your company has undertaken CSR activities to promoteeducation through a project named "Sakhiyon Ki Baadi”,implemented by the IIFL Foundation.
CSR policy of your Company is available at https://www.5paisa.com/investor-relations.
The Annual Report on CSR activities is annexed as "Annexure - V"to this report.
Your Company prioritises protecting, promoting, and enhancingemployee's wellbeing. Your Company recognises healthy andsafe working conditions as a human right and adheres to alllocal and national health and safety regulations.
Given the nature of business, your Company does notundertake any manufacturing activity. However, the Companyhas designed and adopted manuals and procedures to coverenvironmental aspects and health and safety risks that thefacility / property can control and directly manage and thosethat it does not directly control or manage but over which itcan be expected to have an influence through its Environment,Health and Safety Manual.
Your Company is sensitive about the health and safety of itsemployees and has been achieving continuous improvementin safety performance through a combination of systems andprocesses as well as co-operation and support of all employees.
The Company maintained healthy, cordial and harmoniousindustrial relations at all levels during the year. The Boardacknowledges the contribution of the employees and all otherstakeholders towards meeting the objectives of the Company.
As per the requirements of Section 92(3) of the Act and Rule12 of the Companies (Management and Administration) Rules,2014, the Annual Return of your Company is available on yourcompany's corporate website at https://www.5paisa.com/investor-relations.
Your Company has implemented a Code of Conduct applicableto its Board of Directors and senior management personnel,embodying the legal and ethical standards to which theCompany is firmly committed.
All Directors and senior management personnel have adheredto the provisions of this Code. They have also submitted theirannual affirmation of compliance with the Code for the financialyear ended March 31,2025. The Code of Conduct is available onthe Company's website at https://www.5paisa.com/investor-relations.
1. There has been no change in the nature of business ofyour Company during the Financial Year 2024-25.
2. The notes on the financial statement referred in theAuditor's Report are self-explanatory and do not call forany further comments. The Auditor's Report does notcontain any qualification, reservation, adverse remark ordisclaimer for the Financial Year 2024-25.
3. There have been no instances of frauds reported by theAuditors under Section 143(12) of the Act and the Rulesframed thereunder, either to the Company or to theCentral Government.
4. Your Company is fully compliant with the applicableSecretarial Standards (SS) issued by Institute of CompanySecretaries of India viz. SS-1 and SS-2 on Meetings of theBoard of Directors and General Meetings respectively.
5. Neither the Managing Director nor the Whole-timeDirectors of the Company receive any remuneration orcommission from any of its subsidiaries;
6. There was no instance of one-time settlement of loanobtained from the Banks or Financial Institutions.
The Directors states that there being no transactions withrespect to the following items during the financial year 2024-25,no disclosure or reporting is required with respect to the same:
1. Issue of equity shares with differential rights as to dividend,voting or otherwise.
2. Buyback of shares.
3. Receipt of any remuneration or commission by theDirector(s) of your Company from any of its subsidiaries.
4. Material changes and commitments affecting the financialposition of your Company that have occurred between theend of the financial year to which the financial statementsrelate and the date of this report, unless otherwise statedin the report.
5. Application or proceedings made under the Insolvency andBankruptcy Code, 2016.
Statements in the Annual Report, including those which relateto Management Discussion and Analysis, describing yourCompany's objectives, projections, estimates and expectations,may constitute "forward looking statements” within themeaning of applicable laws and regulations. Although theexpectations are based on reasonable assumptions, the actualresults might differ.
Your directors place on record their sincere appreciation forthe assistance and guidance provided by the Government,Regulators, Stock Exchanges, Depositories, other statutorybodies and your Company's Bankers for the assistance, co¬operation and encouragement extended to your Company.
Your directors also gratefully acknowledge all stakeholders ofthe Company viz. customers, members, dealers, vendors, banksand other business partners for the excellent support receivedfrom them during the year. The employees of your Companyare instrumental for the Company scaling new heights, yearafter year. Their commitment and contribution is deeplyacknowledged. Your involvement as members is also greatlyvalued. Your Directors look forward to your continuing support.
For and on behalf of the Board of Directors5paisa Capital Limited
Gaurav Seth Gourav Munjal
Managing Director Whole Time Director and
and Chief Executive Officer Chief Financial Officer
DIN: 10415364 DIN: 06360031
Date: July 08, 2025Place: Thane