Your Directors' take pleasure in presenting the 18^th (Eighteenth)
Annual Report on the business and operations of 5paisa Capital
Limited ("Company", "Your Company", "We") along with the
Audited Financial Statements for the Financial Year ended
March 31, 2025 ("year under review" or "year" or "FY 2024¬
25"). The consolidated performance of your Company and its
subsidiaries has been referred to wherever required.

In compliance with the applicable provisions of the Companies
Act, 2013 ("the Act") (including any statutory modification(s)
or re-enactment(s) thereof, for the time being in force and the
Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulation, 2015 ("the Listing
Regulations"), this report covers the financial performance and
other developments during the Financial Year 2024-25 and upto
the date of the Board Meeting held on July 08, 2025 to approve
this report in respect of 5paisa Capital Limited on a Standalone
basis as well as on a Consolidated basis comprising of 5paisa
Capital Limited and its Subsidiaries.

FINANCIAL HIGHIGHTS:

Your Company's Standalone and Consolidated financial
performance during Financial Year 2024-25, as compared with
that of the previous Financial Year 2023-24 is summarized below:

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 financial
statement are provided on the corporate website at https://
www.5paisa.com/investor-relations

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for
the FY 2024-25 are prepared in compliance with the applicable
provisions of the Companies Act, 2013 ("the Act"), Indian
Accounting Standards ("Ind-AS") and the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing Regulations").
The Consolidated Financial Statements have been prepared on
the basis of Audited Financial Statements of the Company and
its 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 of
the subsidiary companies are not attached to the accounts of
your Company for the financial year 2024-25. Your Company
will arrange for soft copies of these documents / details upon
request by any member of the Company and dispatch the same
on the registered email address of the member.

These documents / details will also be available for inspection
by any member of your Company at its registered office and
at the registered offices of the concerned subsidiary during
the business hours on working days i.e. except on Saturdays,
Sundays and Public Holidays. If any member is interested
in obtaining a copy thereof, such member may write to the
Company Secretary, whereupon a soft copy of the same would
be sent to the registered email address of the member. The
Annual Report of subsidiaries is uploaded on our corporate
website at https://www.5paisa.com/investor-relations. As
required by the Companies Act, 2013 and Accounting Standard
- 21 (AS 21) issued by the Institute of Chartered Accountants
of India, your Company's Consolidated Financial Statements

included in this Annual Report incorporate the accounts of its
subsidiaries. A report on the performance and financial position
of 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 available
on our corporate website: https://www.5paisa.com/investor-
relations

REVIEW OF BUSINESS AND OPERATIONS AND STATE
OF YOUR COMPANY'S AFFAIRS:

Over the next ten years, major megatrends in the Indian capital
markets 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 rising
financial awareness among younger generations, who are
entering the stock markets earlier and prefer digital platforms
and self-directed investments. The last five years have witnessed
a multi-fold surge in demat accounts especially post the covid
pandemic, signalling a structural shift towards broader market
participation and confidence in the Indian economy. At the
same 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 and
governance (ESG) factors will drive demand for ESG-compliant
investment products, pushing the industry toward sustainable
and responsible investment offerings.

Following a year of market volatility, regulatory tightening
and shifting investor sentiment, were directed our strategic
focus from broad-based innovation to strengthening the
customer experience, adding new trading features, technology
optimisation and delivering a dedicated platform for FnO
traders - FnO 360.

While we continue to invest in advanced technologies - including
AI-driven insights, automation and scalable APIs - our priority
in the past year was to enhance platform reliability, speed,
margin transparency and risk controls so that active traders
can operate with confidence. As India's regulatory environment
evolves to reinforce transparency, compliance and investor
protection, we believe this disciplined, customer-first approach
will position us for a decade of inclusive, sustainable innovation
across India's capital markets.

Your Company has improved its financial performance by
offering investors a digital platform with a range of features
that enables them to learn more about the financial world, make
informed decisions, invest through its mobile application and
increase their participation and profits from the financial market.
The revenue this year stood at ? 3,598 million in FY 2024-25, a
decrease of 9 % Y-o-Y The Company earned a net profit after tax
of ? 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 of
its esteemed customers, its consistent efforts to build the right
teams and culture and its integration of innovation, technology
and sustainability at the heart of its operations.

For a detailed overview of your company's performance
during the year, refer to Management Discussion and
Analysis Report of the Annual Report. Throughout the year,
the company focused on leveraging technology to enhance
customer experience, expanding cohort-based personalized
service offerings, strengthening the Algo and API ecosystem
and fortifying strategic partnerships to drive innovation and
market expansion. As a result, the company has reinforced
its position as a key player in the discount broking industry by
consistently delivering exceptional services and creating value
for all stakeholders..

MACRO-ECONOMIC OVERVIEW:

Read more about your company's performance during the year
in the Management Discussion and Analysis Report section of
this report.

INDUSTRY OVERVIEW:

Read more about your company's performance during the year
in the Management Discussion and Analysis Report section of
this report.

RETURN TO INVESTORS (DIVIDEND):

In order to conserve the resources of your Company for future
business expansion and strategic initiatives, the Directors have
decided not to recommend any dividend on equity shares of
your Company for the financial year under review.

The Dividend Distribution Policy is available on the website at
https://www.5paisa.com/investor-relations.

TRANSFER TO GENERAL RESERVE:

During the year under review, your Company has not transferred
any amount to the reserves.

LISTING FEES:

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), where
its securities are listed.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

The Company has not declared any dividend till date, therefore
there is no case of unclaimed dividend and further no dividend
amount is required to be transferred to Investor Education and
Protection Fund (IEPF).

TRANSFER OF SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND:

The Company has not transferred any shares to Investor
Education and Protection Fund during the year under review.

TRANSFER OF SALE PROCEEDS TO INVESTOR
EDUCATION AND PROTECTION FUND:

Pursuant to the Scheme of Arrangement approved by the
Hon'ble National Company Law Tribunal, Mumbai, vide its order

dated September 06, 2017, between IIFL Finance Limited and
5paisa Capital Limited, the shareholders of IIFL Finance Limited
were allotted shares in 5paisa Capital Limited. This resulted in
12,707 equity shares being allotted as fractional entitlements,
which were consolidated, sold in the market, and the sale
proceeds were credited to a designated bank account on June
25, 2018.

As per the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended from time to time, any amount remaining unclaimed
or unpaid for a period of seven years is required to be transferred
to the Investor Education and Protection Fund ("IEPF”). Further,
the amount must be credited to the IEPF within 30 days from
the due date of transfer.

Accordingly, the sale proceeds relating to the unclaimed
fractional entitlements arising out of the Scheme of
Arrangement which became due for transfer on June 25, 2025
are required to be transferred to the IEPF on or before July 25,
2025. As on date of the report, the Company is currently in the
process of completing this transfer.

CREDIT RATING:

CRISIL Ratings Limited ("CRISIL”), the credit rating agency,
vide its letter dated February 12, 2025, has assigned and/or
re-affirmed the credit ratings for various facilities of the
Company. The same has been disclosed in the Corporate
Governance Report forming part of the annual report.

AWARDS AND RECOGNITION:

Your Company received numerous awards and accolades which
were conferred by reputable organizations and is designed to
honour the efforts made by us and the details of the same are
given herein below:

• Prime Time Awards 2022, Media Best Integration of Digital
Content with TV.

• India Content Leadership Awards 2023, Inkspell Best
Content in a Financial Services App.

• India Content Leadership Awards 2023, Inkspell Best
Financial Content on Social Platform(s).

• Masters of Modern Marketing Awards 2023, Inkspell Multi
Channel 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.

SHARE CAPITAL:

The authorised share capital of your Company as on March
31, 2025 was ? 80,00,00,000/- (Rupees Eighty Crores only).
The paid-up equity share capital of your Company as on
March 31, 2025 was ? 31,23,63,380/- divided into 3,12,36,338
Equity Shares of ? 10/- each as compared to ? 31,19,09,730/-

divided into 3,11,90,973 Equity Shares of ? 10/- each as on
March 31,2024.

The increase in the share capital was on account of exercise
of 32,865 ESOPs granted under the 5paisa Capital Limited
Employee Stock Option Scheme 2017 and on account of exercise
of 12,500 ESOPs granted under the 5paisa Capital Limited
Employee 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:

EMPLOYEES STOCK OPTION SCHEMES ("ESOS"):

The Employees' Stock Option Schemes enable your Company
to hire and retain the best talent for its Senior Management and
key positions. The Nomination and Remuneration Committee of
the Board of Directors of your Company, inter-alia, administers
and monitors the Employees' Stock Option Schemes in
accordance with the applicable SEBI Regulations.

ESOS of your Company are in line with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SBEBSE Regulations"). Your Company, presently, has
three Schemes:

1. 5paisa Capital Limited Employee Stock Option Scheme
2017 ("5PCL ESOS 2017") was approved by shareholders
vide special resolution dated January 25, 2018.

2. 5paisa Capital Limited Employee Stock Option Trust
Scheme 2017 ("5PCL ESOTS 2017") was approved
by shareholders vide special resolution dated January
25, 2018.

3. 5paisa Capital Limited Employee Stock Option Scheme
2023 ("5PCL ESOS 2023") was approved by shareholders
vide 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 be
accessed at https://www.5paisa.com/investor-relations.

A certificate from the Secretarial Auditors of the Company
stating that the aforesaid schemes have been implemented
in accordance with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 and in accordance with
the resolution passed by the members shall be available at the
ensuing Annual General Meeting for inspection by members.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED
UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans given, investments made, guarantees
given and securities provided as covered under the provisions
of Section 186 of the Act are set out in the notes to the
accompanying financial statements of your Company.

LOAN FROM DIRECTORS OR THEIR RELATIVES:

During the year under review, there are no loan taken from the
Directors or their relatives by the Company.

DEPOSITS:

During the year under review, your Company has not accepted
any deposits from the public falling under the ambit of
Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014. Therefore, payment on
the account of principal or interest amount on deposits from
the public does not arise.

SUBSIDIARY COMPANIES:

As on 31^st March 2025, the Company had 4 (four) wholly
owned subsidiaries. During the financial year, your Board
of Directors reviewed the operations and performance of all
subsidiary companies.

The Consolidated Financial Statements of the Company
have been prepared in compliance with Section 129(3) of
the Companies Act, 2013 and are included as part of this
Annual Report. A summary of the key financial highlights of
the subsidiaries, presented in the prescribed format AOC-1,
is attached as "Annexure - I" to the Directors' Report. This
annexure outlines the financial performance and position of
each subsidiary.

Details of Subsidiary Companies:

• 5paisa P2P Limited

5paisa P2P Limited is a wholly owned subsidiary of 5paisa
Capital Limited. The company received Certificate of
Registration from Reserve Bank of India ("RBI") bearing
registration number N-13.02371 to act as NBFC P2P.

• 5paisa Corporate Services Limited

5paisa Corporate Services Limited is a wholly owned
subsidiary of 5paisa Capital Limited incorporated on
October 27, 2018. The name of the company was changed
from "5paisa Insurance Brokers Limited” to "5paisa
Corporate Services Limited” with effect from November 16,
2022 pursuant to receipt of fresh Certificate of Incorporation
dated November 16, 2022 issued by the Registrar of
Companies, Mumbai. The Company shall commence its
business shortly.

• 5paisa Trading Limited

5paisa Trading Limited was incorporated as a public limited
company on February 27, 2020 as a wholly owned subsidiary
of 5paisa Capital Limited.

• 5paisa International Securities (IFSC) Limited

5paisa International Securities (IFSC) Limited was
incorporated as a public limited company on June 15, 2022
as a wholly owned subsidiary of 5paisa Capital Limited.
5paisa International Securities (IFSC) Limited is incorporated
with the object of carrying out business of IFSC (International
Financial Service Centre) Unit and act as intermediary in
IFSC. The Company shall commence its operations after
receipt of necessary clearances / licenses.

The separate audited financial statements of each subsidiary
company are available for inspection and can also be accessed
on the Company's website at https://www.5paisa.com/investor-
relations.

In accordance with the provisions of Regulation 34(3) read
with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the details of loans and
advances extended to, as well as investments made in,
the subsidiary companies are disclosed in the Notes to the
Financial Statements.

Furthermore, the Company did not have any joint venture or
associate companies during the year under review, nor at
any time after the financial year ended and up to the date of
this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year
under review, as stipulated under the Regulation 34 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), is presented in a separate section, forming part
of the Annual Report.

CORPORATE GOVERNANCE:

Your company is dedicated to maintaining transparency in all
its transactions and prioritizes strong business ethics. It has
put in place an effective Corporate Governance system which
ensures that provisions of the Act and Listing Regulations are
duly complied with, not only in form but also in substance.

In accordance with Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a comprehensive Report on
Corporate Governance forms part of this Annual Report.

M/s. V Sankar Aiyar & Co., Chartered Accountants, Statutory
Auditors of the Company have conducted a review of the
Company's compliance with the applicable Corporate
Governance provisions under the Listing Regulations. Their
certification confirming compliance is appended to the
Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT ("BRSR"):

The Business Responsibility and Sustainability Report
prepared pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms part of this
Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

5paisa is dedicated to embracing leading global standards to
ensure the Board operates effectively and further is committed
to fostering a genuinely diverse Board, whose insights and
capabilities can be harnessed to drive enhanced stakeholder
value, protect their interests and improve corporate governance.
Your Company's Board comprises of eminent persons with
proven competence and integrity, who bring in vast experience
and expertise, strategic guidance and leadership qualities.

1. Composition of Board of Directors:

The Board of Directors of the Company is structured in
compliance with Section 149 of the Companies Act, 2013
and Regulation 17 of the Listing Regulations thereby
ensuring 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 of
following Directors:

2. Changes in Board Composition:

During the year and upto the date of this report, following
changes took place in the Directorships:

Appointment / Cessation:

In order to pursue additional responsibilities as a
Strategic Advisor to the IIFL group in their new initiatives
towards Artificial Intelligence and Digital Transformation,
Mr. Narayan Gangadhar (DIN: 09298665), vide his letter
dated May 30, 2024 resigned from the post of Managing
Director and Chief Executive Officer (CEO) of the Company
w.e.f. August 28, 2024 where the said resignation was
accepted by the Board vide Circular Resolution dated May
30, 2024.

Consequently, he also ceased to be the Member of the
Risk Management Committee, Stakeholder Relationship
Committee, Corporate Social Responsibility (CSR)
Committee, Finance Committee, Environmental,
Social and Governance (ESG) Committee, Information
Technology (IT) Committee and Cyber Security Committee
of the Company.

Further, the Board of Directors, based on the
recommendation of Nomination and Remuneration
(NRC) Committee, at their meeting held on Friday, July 12,

2024 appointed Mr. Ameya Agnihotri (DIN: 07680132) as
Additional Director in the capacity of Whole Time Director
of the Company w.e.f. July 13, 2024 pursuant to which
his appointment was approved by the Members of the
Company by way of passing of Special Resolution at their
Annual General Meeting held on September 10, 2024.

Further Mr. Ameya Agnihotri was also appointed as a
Member of the Corporate Social Responsibility (CSR)
Committee, Stakeholders Relationship (SRC) Committee,
Finance Committee, Environmental, Social and
Governance (ESG) Committee.

Further, the Board of Directors, based on the recommendation
of Nomination and Remuneration (NRC) Committee, at their
meeting held on January 14, 2025 appointed Mr. Gaurav
Seth (DIN: 10415364) as Chief Executive Officer (CEO) of

the Company w.e.f. January 14, 2025 and further, based
on the recommendation of Nomination and Remuneration
(NRC) Committee, at their meeting held on January 17,

2025 appointed him as a Managing Director of the
Company w.e.f. January 17, 2025 pursuant to which

his appointment was approved by the Members of the
Company by way of passing of Ordinary Resolution vide
Postal Ballot Notice dated February 12, 2025, the results
of which were declared on March 25, 2025.

Further, the Board of Directors, based on the
recommendation of the Nomination and Remuneration
Committee (NRC), at their meeting held on July 08, 2025,
appointed Dr. Sarat Kumar Malik (DIN: 09791314) as an
Additional Non - Executive Independent Director of the
Company with effect from July 08, 2025 to hold office till
the conclusion of ensuing Annual General Meeting and
subject to the approval of Members in the ensuing Annual
General Meeting, for appointment as an Independent
Director to hold office for a 1^st (First) term of 5 (Five)
consecutive years.

There was no change in the composition of the Board
of Directors during the year under review, except as
stated above.

3. Key developments in the Board Composition pursuant to
the conclusion of the financial year:

No key developments had taken place in the Board
Composition subsequent to the conclusion of the
Financial Year except as stated above. Further, the details
mentioning the changes in Board composition during the
year have already been discussed in detail in the Corporate
Governance Report which forms part of the Annual Report.

4. Retirement by Rotation:

Pursuant to Section 152 of the Companies Act, 2013, read
with rules made thereunder and Articles of Association
of your Company, Mr. Ameya Agnihotri (DIN: 07680132),
Whole-time Director and Chief Technology Officer of
your Company, retires by rotation at the 18^th Annual
General Meeting of the Company and being eligible for
re-appointment has offered himself for re-appointment.
Based on the recommendation of the Nomination and
Remuneration Committee, the Board has recommended
the re-appointment of Mr. Ameya Agnihotri as Whole¬
time Director of the Company at the ensuing AGM. A brief
profile and other information, as required under Secretarial
Standard-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 203
of the Companies Act, 2013 and rules made thereunder,
the Key Managerial Personnel ("KMPs") of your Company
as on March 31,2025 are:

The Remuneration and other details of the Key Managerial
Personnel for the year ended March 31,2025 are mentioned
in Form MGT-7 - Annual Return which can be accessed
on 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 designated
following senior officers as a Key Managerial Personnel
of your company for managing the key risks.

6. Independent Directors:

The Independent Directors have been familiarized with
the Company, their roles, rights and responsibilities in
the Company. The details of Familiarization Programmes
are available on the website of the Company at https://
www.5paisa.com/investor-relations.

The Company has received requisite declarations from
all the Independent Directors of the Company confirming
that they meet the criteria of independence prescribed
under Section 149(6) of the Act read with Rule 5 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing
Regulations. The Independent Directors have also
confirmed that they are not aware of any circumstance or
situation that exists or may be reasonably anticipated that
could impair or impact their ability to discharge their duties
with an objective independent judgment and without any
external influence. This has been noted by the Board
of Directors.

In the opinion of the Board, all the Independent Directors
satisfy 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 the
Company. In the opinion of the Board, all Independent
Directors (including those appointed during the year)
possess requisite qualifications, experience, expertise,
proficiency and hold high standards of integrity for the
purpose of Rule 8(5)(iiia) of the Companies (Accounts)
Rules, 2014. In terms of the requirements under the SEBI
Listing Regulations, the Board has identified list of key
skills, expertise and core competencies of the Board,

including the Independent Directors, details of which are
provided as part of the Corporate Governance Report.

As required under Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, all the
Independent Directors (including those appointed during
the year) have registered themselves with the Independent
Directors Databank and completed the online proficiency
test conducted by the Indian Institute of Corporate Affairs,
wherever required.

BOARD MEETINGS:

During the year, 5 (Five) Board Meetings were convened and
held on April 24, 2024; July 12, 2024; October 17, 2024; January
14, 2025 and January 17, 2025. The particulars of attendance of
the Directors at the said meetings are detailed in the Corporate
Governance Report of the Company, which forms part of this
Report. The intervening gap between consecutive Meetings
was within the statutory limit prescribed under the Act and
Listing Regulations.

Further, the details regarding the Audit Committee, Nomination
and Remuneration Committee, Stakeholders' Relationship
Committee, Risk Management Committee, Corporate Social
Responsibility (CSR) Committee, Environment, Social and
Governance (ESG) Committee, Finance Committee, Information
Technology (IT) Committee and Cyber Security Committee,
including the meetings held during the year, are disclosed in
the Corporate Governance Report.

MEETING OF INDEPENDENT DIRECTORS:

As per the Provisions of the Companies Act, 2013 and
Regulation 25(3) of the SEBI Listing Regulations, a separate
meeting of the Independent Directors of your Company was
held on March 24, 2025, without the presence of Executive
Directors or Non-Independent Directors.

The meeting was conducted in an informal and flexible
manner to facilitate free and Independent discussions. The
Independent Directors, inter-alia, reviewed the performance
of Non-Independent Directors and the Board as a whole; the
performance of the Chairperson of the Company; assessed the
quality, quantity and timeliness of flow of information between
the Company Management and the Board that is necessary
for the Board to effectively and reasonably perform its duties.

COMMITTEES OF THE BOARD:

Your Company has constituted various Board level committees
in accordance with the requirements of the Act and the
Listing Regulations. Further, the Company being categorized
as Qualified Stock Broker (QSB) has also constituted other
additional committees as mandated under SEBI Circular SEBI/
HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/24 dated February
06, 2023.

As on March 31, 2025, the Board has constituted the following
committees / 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 review
are disclosed in the Corporate Governance Report which forms
part of this Integrated Annual Report.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Act read with Rules made
thereunder and the Corporate Governance requirements as
prescribed under the Listing Regulations, the Board has carried
out an annual evaluation of its own performance and that of its
Committees and Individual Directors.

The performance of the Board and Individual Directors was
evaluated by the Board seeking inputs from all the Directors.
The performance of the Committees was evaluated based on
their composition, clarity of mandate, frequency of meetings,
and decision-making effectiveness. The Nomination and
Remuneration Committee reviewed the performance of the
Individual Directors. A separate meeting of Independent
Directors was held to review the performance of Non¬
Independent Directors, the Board as a whole and the Chairperson
in line with Schedule IV of the Act. Performance of the Board, its
Committees and Individual Directors was also discussed during
the meeting of the Board of Directors.

The criteria for performance evaluation of the Board included
aspects like Board composition and structure, effectiveness
of Board processes, information and functioning etc. The
criteria for performance evaluation of Committees of the
Board included aspects like composition of Committees,
effectiveness of Committee meetings etc. The criteria for
performance evaluation of the Individual Directors included
aspects on contribution to the Board and Committee meetings
like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings etc.

The evaluation process endorsed the Board Members
confidence in the ethical standards of your Company, the
cohesiveness that exists amongst the Board Members, the
two-way open communication between the Board and the

Management and the openness of the Management in sharing
strategic information to enable Board Members to discharge
their responsibilities.

RELATED PARTY TRANSACTIONS:

All related party transactions entered into by the Company
during the financial year were on an arm's length basis and
in the ordinary course of business. No material contracts or
arrangements with related parties were entered into during the
year under review. Further, there were no transactions for which
consent of the Board was required to be taken in terms of Section
188(1) of the Act and accordingly, no disclosure is required in
respect of the related party transactions in Form AOC-2 under
Section 134(3)(h) of the Act and rules framed thereunder.

During the year, the Audit Committee had granted an omnibus
approval for transactions, which were repetitive in nature
for one financial year. The Audit Committee on a quarterly
basis reviewed all such omnibus approvals. All related party
transactions were placed before the Audit Committee and the
Board for the necessary review and approval, as applicable.
These transactions are supported by a certificate issued by
an Independent Chartered Accountant confirming compliance
with the relevant requirements.

In case of transactions which are unforeseen, the Audit
Committee grants an approval to enter into such unforeseen
transactions provided that the transaction value does not
exceed the limit of ' 1 crore per transaction in a Financial Year.
Your Company has developed and adopted relevant SOPs for the
purpose of monitoring and controlling such transactions. Your
Company's policy for transactions with the related party which
was reviewed by the Audit Committee and approved by the
Board, can be accessed at https://www.5paisa.com/investor-
relations. The policy on Related Party Transactions was revised
during the year in view of amendments in applicable rules.

Details of Related Party Transactions are set out in Notes to
the Standalone Financial Statements pursuant to IND AS-24.

None of the Directors and the Key Managerial Personnel had any
pecuniary relationships or transactions vis-a-vis the Company
during the year under review, other than those disclosed in the
financial statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations,
your Company has filed the reports on related party transactions
with the Stock Exchanges within statutory timelines.

NOMINATION AND REMUNERATION POLICY:

Your Company has in place Nomination and Remuneration
Committee of the Board, which performs the functions as
mandated under the Act, the SEBI Listing Regulations and such
other 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 provided
as part of the Corporate Governance Report.

The broad objectives of the Nomination and Remuneration
Policy are:

a) To guide the Board in relation to appointment and
removal of Directors, Key Managerial Personnel and
Senior Management;

b) To evaluate the performance of the members of the Board;

c) To recommend to the Board on remuneration payable
to the Directors, Key Managerial Personnel and
Senior Management.

The guiding principles of the Nomination and Remuneration
Policy are to ensure that:

a) Level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the
quality required to run your Company successfully;

b) Relationship of remuneration to performance is clear and
meets appropriate performance benchmarks; and

c) Remuneration to directors, key managerial personnel and
senior management involves a balance between fixed and
incentive pay reflecting short and long-term performance
objectives appropriate to the working of your Company
and its goals and ensure that the policy is disclosed in the
Board's report.

In accordance with the Nomination and Remuneration Policy,
the Nomination and Remuneration Committee formulates
the criteria for appointment as a Director, Key Managerial
Personnel and Senior Management, identifies persons who
are qualified to be Directors and nominates candidates for
Directorships subject to the approval of Board, evaluates
the performance of the Individual Directors, recommends to
the Board, remuneration to Managing Director / Whole-time
Directors, ensures that the remuneration to Key Managerial
Personnel, Senior Management and other employees is based
on Company's overall philosophy and guidelines and is based
on industry standards, linked to performance of the self and
the Company and is a balance of fixed pay and variable pay
and recommends to the Board, sitting fees / commission to
the Non-Executive Directors.

The remuneration has been paid as per the Nomination and
Remuneration Policy of the Company. The Nomination and
Remuneration Policy is available on the website of the Company
at https://www.5paisa.com/investor-relations.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies
Act, 2013, the Directors of your Company, to the best of their
knowledge and based on the information and explanations
obtained by them from the Company, confirm that:

a) In the preparation of the annual financial statements
for the financial year ended March 31, 2025, the
applicable accounting standards have been followed
and there are no material departures from the prescribed
accounting standards.

b) The Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to give a
true and fair view of the state of affairs of your Company
as at March 31, 2025 and of the profit of your Company,
for the said period;

c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of your Company and
for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a "going
concern” basis.

e) The Directors, have laid down proper internal financial
controls to be followed by your Company and that such
internal financial controls are adequate and were operating
effectively; and

f) Proper systems to ensure compliance with the provisions
of all applicable laws were devised and that such systems
were adequate and operating effectively.

STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the
Companies Act, 2013 and the applicable rules, the members
of the Company, at their 15^th (Fifteenth) Annual General
Meeting, approved the appointment of M/s. V Sankar Aiyar
and Co., Chartered Accountants, Mumbai (Firm Registration
Number: 109208W) as the Statutory Auditors of the Company
for a second term of five (5) years, i.e. from the conclusion of
15^th AGM till the conclusion of 20^th AGM of your Company..

As per the Ministry of Corporate Affairs notification dated
7^th May 2018, the requirement for annual ratification of auditor
appointments has been dispensed with for appointments made
for a five-year term.

The Statutory Auditors have confirmed their compliance with
the independence criteria as prescribed under the Companies
Act, 2013.

Further, the Statutory Auditors have not reported any instance
of fraud to the Audit Committee or the Board of Directors under
Section 143(12) of the Companies Act, 2013 read with Rule 13
of the Companies (Audit and Auditors) Rules, 2014.

Any observations made by the Auditors, if applicable, should be
read in conjunction with the Notes to the Accounts, which are
self-explanatory and do not require further clarification.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records, for the services rendered by
your Company is not required pursuant to Section 148(1) of the
Companies Act, 2013 read with Rule 3 of the Companies (Cost
records and audit) Rules, 2014.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation 24A of the
Listing Regulations, the Board of Directors of the Company had
appointed M/s. Nilesh Shah & Associates, Company Secretaries
in whole-time practice, Mumbai, to conduct Secretarial Audit of
your Company for FY 2024-25.

The Secretarial Auditor, M/s. Nilesh Shah & Associates
conducted the Secretarial Audit of the Company for the
Financial Year 2024-25. Observations made by the said auditor
are mentioned in detail in the Secretarial Audit Report, issued
in prescribed Form MR-3 which is annexed to this report
"Annexure - II" and is self-explanatory. During the year under
review, the Secretarial Auditor has not reported any fraud under
Section 143(12) of the Act and therefore disclosure of details
under Section 134(3)(ca) of the Act is not applicable.

INTERNAL CONTROL SYSTEMS:

a) Internal Audit and its adequacy:

The scope and authority of the internal audit function is
well defined and to maintain independence and objectivity
in its functions, the internal audit function reports directly
to the Audit Committee of the Board.

At the beginning of each Financial Year, a risk-based
annual audit plan is rolled out after it is approved by
the Audit Committee of the Board. The audit plan aims
to evaluate the efficiency and adequacy of the internal
control system(s) and compliance(s) thereof, robustness
of internal processes, policies and accounting procedures,
compliance with laws and regulations. The Internal Audit
function, consisting of professionally qualified chartered
accountants and specialists, is adequately skilled and
resourced to deliver audit assurances at highest levels.

Based on the reports of internal audit function, process
owners undertake corrective action in their respective
areas. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of
the Board.

b) Internal Financial Control Systems and its adequacy:

Your Company has in place adequate internal controls
with reference to financial statements and operations
and the same are operating effectively. The Internal
Auditors tested the design and effectiveness of the key
controls and no material weaknesses were observed in
their examination. Further, Statutory Auditors verified the
systems and processes and confirmed that the Internal
Financial Controls system over financial reporting are
adequate and such controls are operating effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by your
Company, the work performed by the internal, statutory and

secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting
by the statutory auditors and the reviews performed
by management and the relevant board committees,
including the Audit committee, the Board is of the opinion
that your Company's internal financial controls were
adequate and effective during FY 2024-25.

RISK MANAGEMENT:

For your Company, Risk Management is an integral and
important aspect of Corporate Governance. Your Company
believes that a robust Risk Management Framework ensures
adequate controls and monitoring mechanisms for smooth and
efficient running of the business. A risk-aware organization is
better equipped to maximize shareholder value.

The key cornerstones of your Company's Risk Management
Framework are:

• A well-defined risk management policy;

• Periodic assessment and prioritization of risks that affect
the business of your Company;

• Development and deployment of risk mitigation plans to
reduce vulnerability to prioritized risks;

• Focus on both the results and efforts required to mitigate
the risks;

• Defined review and monitoring mechanism wherein the
functional teams, the top management, Risk Management
Committee, Audit Committee and the Board review the
progress of the mitigation plans;

• Integration of Risk Management with strategic business
plan, annual operating plans, performance management
system and significant business decisions;

• Constant scanning of external environment for new and
emerging risks;

• Wherever applicable and feasible, defining the risk appetite
and implementing adequate internal controls to ensure
that the limits are adhered to.

Your company has constituted a Risk Management Committee
(RMC) chaired by an Independent Director and has also
formulated a Risk Management Policy to identify risks and
mitigate their adverse impact on business which is reviewed
by the Risk Management Committee from time to time.

Risk Management Committee assists the Board in monitoring
and overseeing the implementation of the Risk Management
Policy, including evaluating the adequacy of Risk Management
Systems and such other functions as mandated under the SEBI
Listing Regulations and as the Board may deem fit from time
to time.

The business risks and its mitigation has been reported in detail
in the Management Discussion and Analysis Section forming
part of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

Over the years, your Company has established a reputation for
doing business with integrity and displays zero tolerance for
any form of unethical behaviour. To create enduring value for all
stakeholders and ensure the highest level of honesty, integrity
and ethical behaviour in all its operations, your Company has
implemented Vigil Mechanism in the form of Whistle Blower
Policy for Directors and Employees to report their genuine
concerns about misconduct and actual/potential violations, if
any, to the Whistle Officer of the Company.

Pursuant to Section 177 of the Act read with the Rules prescribed
thereunder and Regulation 22 of the Listing Regulations, the
Whistle Blower Policy provides for adequate safeguards against
victimisation of persons who use the Vigil Mechanism. In terms
of the Policy of the Company, no employee of the Company
has been denied direct access to the Chairman of the Audit
Committee of the Board.

The Whistle Blower Policy can be accessed on the website of
the Company at https://www.5paisa.com/investor-relations.

The Audit Committee is also committed to ensure fraud
free work environment. We investigate complaints speedily,
confidentially and in an impartial manner and takes appropriate
action to ensure that the requisite standards of professional
and ethical conduct are always maintained.

Protected disclosures can be made by a whistle-blower through
several channels to report actual or suspected frauds and
violation of the Company's Code of Conduct. However, during
the year under review, no protected disclosure concerning any
reportable matter in accordance with the Policy of the Company
was received by the Company.

GOING CONCERN STATUS:

Apart from the mentioned below, there were no material orders
passed by the regulators, courts or tribunals, impacting the
going concern status and future operations of your Company.

Multi Commodity Exchange of India Limited ("MCX") vide its
email dated March 14, 2024 ("Order") imposed a restriction
on your Company with regard to onboarding of new clients
across all segments with immediate effect. It was further
intimated that the said restrain shall continue till the Company
submits a complete Root Cause Analysis ("RCA") along with
documentary evidence or for a period of 15 days, whichever
is higher. Basis the action taken by MCX, NSE and BSE also
imposed a similar restriction on your Company vide its email
dated March 14, 2024.

Being aggrieved by the Order, the same was immediately
challenged by your Company before the Hon'ble Bombay
High Court by filing a writ petition. Thereafter, your Company
was given an opportunity of being heard on March 27, 2024
wherein your Company had offered a detailed representation
along with the Root Cause Analysis ("RCA") and Action taken
to ensure non-recurrence of the said issues in future. Despite

the same, the Member and Core Settlement Guarantee Fund
Committee ("MCSGFC") of the MCX passed an order vide its
letter dated July 01, 2024 and levied a monetary penalty of
? 2,59,75,000/- (plus applicable GST) on your company and
further, a non-monetary penalty of restricting on-boarding of
new clients for a period of Fourteen (14) days from the date of
receipt of the order.

Aggrieved by the said order, your company had filed an appeal
against the said order before Hon'ble Securities Appellate
Tribunal ("SAT"). SAT passed an order on July 05, 2024,
granting a stay on the operation of the Impugned order of
MCX subject to deposit of 50% of the penalty amount i.e.
? 1,30,00,000/- (Rupees One Crore Thirty Lakhs Only) within
one week with MCX. Your Company promptly deposited the
said amount with MCX and the restriction, so imposed was
revoked across Exchanges. The matter is currently pending
hearing before the SAT.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on energy conservation, technology absorption
and foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, is appended as
"Annexure - III" to this Directors' Report.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors,
Key Managerial Personnel and employees as required under
Section 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 of
employee remuneration as required under provisions of Section
197 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 the
provisions of Section 136 of the Act, the report and the Audited
Standalone and Consolidated Financial Statements along with
the Auditors' Report thereon are being sent to the Members and
others entitled thereto, excluding the said information. If any
Member is interested in obtaining a copy thereof, such Member
may write to the Company in this regard.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN
AT WORKPLACE:

Your Company recognizes its responsibility to provide equal
opportunities and further it is committed to create a healthy
working environment that enables all the employees to work
with 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-neutral
policy on prevention of sexual harassment at the workplace
and a framework for employees to report sexual harassment
cases at the workplace where its process ensures complete
anonymity and confidentiality of information. The vigil

mechanism of the Company provides for adequate safeguards
against victimization of Directors, employees and third parties
who avail of the mechanism and provides for direct access
to the Chairman of the Audit Committee in exceptional cases.

All new employees go through a detailed personal orientation on
anti-sexual harassment policy. Additionally, separate trainings
(classroom / online) on Anti-Sexual Harassment Policy are
conducted to educate the employees on said policy / rules.

In compliance with the requirement of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and rules made thereunder, your Company has
constituted Internal Complaints Committee to deal with
complaints relating to sexual harassment at workplace.

Internal Complaints (IC) Committee as on March 31, 2025

Following are the details of the complaint received by your
company 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

CORPORATE SOCIAL RESPONSIBILITY:

Your Company has been at the forefront in helping the
Community through impactful CSR projects that have
addressed critical issues of our time. CSR for a business
includes being responsible for its business processes and
products, and engaging in accountable relationships with its
employees, customers and the community.

Your Company has built its reputation as a good corporate
citizen by not only doing good business, but also by driving
positive change in society. For your Company, CSR is not only
about adhering to statutory and legal compliances but also
creating social and environmental value for its stakeholders
thus contributing to build an equal and future-ready nation.

As per the Companies Act, 2013, as prescribed, companies are
required to spend at least 2% of their average net profits for
three 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 promote
education 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.

ENVIRONMENT, HEALTH AND SAFETY:

Your Company prioritises protecting, promoting, and enhancing
employee's wellbeing. Your Company recognises healthy and
safe working conditions as a human right and adheres to all
local and national health and safety regulations.

Given the nature of business, your Company does not
undertake any manufacturing activity. However, the Company
has designed and adopted manuals and procedures to cover
environmental aspects and health and safety risks that the
facility / property can control and directly manage and those
that it does not directly control or manage but over which it
can be expected to have an influence through its Environment,
Health and Safety Manual.

Your Company is sensitive about the health and safety of its
employees and has been achieving continuous improvement
in safety performance through a combination of systems and
processes as well as co-operation and support of all employees.

INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious
industrial relations at all levels during the year. The Board
acknowledges the contribution of the employees and all other
stakeholders towards meeting the objectives of the Company.

ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rule
12 of the Companies (Management and Administration) Rules,
2014, the Annual Return of your Company is available on your
company's corporate website at https://www.5paisa.com/
investor-relations.

CODE OF CONDUCT:

Your Company has implemented a Code of Conduct applicable
to its Board of Directors and senior management personnel,
embodying the legal and ethical standards to which the
Company is firmly committed.

All Directors and senior management personnel have adhered
to the provisions of this Code. They have also submitted their
annual affirmation of compliance with the Code for the financial
year ended March 31,2025. The Code of Conduct is available on
the Company's website at https://www.5paisa.com/investor-
relations.

GENERAL CONFIRMATIONS:

1. There has been no change in the nature of business of
your Company during the Financial Year 2024-25.

2. The notes on the financial statement referred in the
Auditor's Report are self-explanatory and do not call for
any further comments. The Auditor's Report does not
contain any qualification, reservation, adverse remark or
disclaimer for the Financial Year 2024-25.

3. There have been no instances of frauds reported by the
Auditors under Section 143(12) of the Act and the Rules
framed thereunder, either to the Company or to the
Central Government.

4. Your Company is fully compliant with the applicable
Secretarial Standards (SS) issued by Institute of Company
Secretaries of India viz. SS-1 and SS-2 on Meetings of the
Board of Directors and General Meetings respectively.

5. Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries;

6. There was no instance of one-time settlement of loan
obtained from the Banks or Financial Institutions.

GENERAL DISCLOSURES:

The Directors states that there being no transactions with
respect 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 the
Director(s) of your Company from any of its subsidiaries.

4. Material changes and commitments affecting the financial
position of your Company that have occurred between the
end of the financial year to which the financial statements
relate and the date of this report, unless otherwise stated
in the report.

5. Application or proceedings made under the Insolvency and
Bankruptcy Code, 2016.

CAUTIONARY STATEMENT:

Statements in the Annual Report, including those which relate
to Management Discussion and Analysis, describing your
Company's objectives, projections, estimates and expectations,
may constitute "forward looking statements” within the
meaning of applicable laws and regulations. Although the
expectations are based on reasonable assumptions, the actual
results might differ.

APPRECIATION:

Your directors place on record their sincere appreciation for
the assistance and guidance provided by the Government,
Regulators, Stock Exchanges, Depositories, other statutory
bodies and your Company's Bankers for the assistance, co¬
operation and encouragement extended to your Company.

Your directors also gratefully acknowledge all stakeholders of
the Company viz. customers, members, dealers, vendors, banks
and other business partners for the excellent support received
from them during the year. The employees of your Company
are instrumental for the Company scaling new heights, year
after year. Their commitment and contribution is deeply
acknowledged. Your involvement as members is also greatly
valued. Your Directors look forward to your continuing support.

For and on behalf of the Board of Directors
5paisa 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, 2025
Place: Thane