Paisalo Digital Promoter Group Executes Off-Market Share Transfers to Private Trusts Under SEBI Exemption

Multiple promoter and promoter group members of Paisalo Digital Limited filed disclosures under Regulation 29 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reporting off-market transfers of equity shares by way of gift on May 14, 2026. The disclosures were submitted to BSE Limited and the National Stock Exchange of India Limited on May 15, 2026, and May 18, 2026. All transactions were executed pursuant to SEBI order WTM/KCV/CFD/13/2025-26 dated November 07, 2025, which granted exemption under Regulation 11 of SEBI (SAST) Regulations, 2011 to comply with Regulation 3 and Regulation 5 read with Regulation 4 of the said regulations.

Transaction Overview

The off-market gift transactions involved two acquiring private trusts — Sulabhya Paramita Private Trust and Suneeti Dolaa Private Trust — both belonging to the promoter/promoter group of Paisalo Digital Limited. The transfers were made by three individual promoter/promoter group members: Mr. Sunil Purushottanm Agarwal, Mr. Santanu Agarwal, and Ms. Suneeti Agarwal. The equity share capital of the company remained unchanged at Rs. 90,95,21,874/-, divided into 90,95,21,874 equity shares of Re. 1/- each, both before and after all transactions.

Sulabhya Paramita Private Trust: Acquisition Details

Sulabhya Paramita Private Trust, a promoter group entity, acquired a total of 20,000 equity shares of Paisalo Digital Limited on May 14, 2026, by way of gift. Prior to this acquisition, the trust held no shares in the company. The following table summarises the shareholding details for this transaction:

Parameter: Details Acquirer: Sulabhya Paramita Private Trust Shares Acquired: 20,000 % of Total Share Capital Acquired: 0.0022% Shares Held Before Acquisition: 0 (0.0000%) Shares Held After Acquisition: 20,000 (0.0022%) Mode of Acquisition: Off Market (Gift) Date of Acquisition: May 14, 2026

The 20,000 shares were transferred to Sulabhya Paramita Private Trust by two promoter group members — Mr. Sunil Purushottanm Agarwal contributed 10,000 shares and Mr. Santanu Agarwal contributed 10,000 shares.

Suneeti Dolaa Private Trust: Acquisition Details

Suneeti Dolaa Private Trust, also a promoter group entity, acquired 71,66,000 equity shares of Paisalo Digital Limited on May 14, 2026, by way of gift from Ms. Suneeti Agarwal (Promoter Group). Prior to this acquisition, the trust held no shares in the company. The following table summarises the shareholding details:

Parameter: Details Acquirer: Suneeti Dolaa Private Trust Shares Acquired: 71,66,000 % of Total Share Capital Acquired: 0.7879% Shares Held Before Acquisition: 0 (0.0000%) Shares Held After Acquisition: 71,66,000 (0.7879%) Mode of Acquisition: Off Market (Gift) Date of Acquisition: May 14, 2026

Individual Promoter Disposal Disclosures

The three individual promoter/promoter group members who transferred shares also filed separate disposal disclosures under Regulation 29(2) of SEBI (SAST) Regulations, 2011. The changes in their respective shareholdings are detailed below:

Transferor: Shares Before Transfer % Before Shares Gifted % Gifted Shares After Transfer % After Sunil Purushottanm Agarwal: 10,67,02,800 11.7317% 10,000 0.0011% 10,66,92,800 11.7306% Santanu Agarwal: 3,47,04,000 3.8156% 10,000 0.0011% 3,46,94,000 3.8145% Suneeti Agarwal: 71,66,000 0.7879% 71,66,000 0.7879% 0 0.0000%

All transfers were executed off-market on May 14, 2026, under the SEBI exemption order referenced above. Ms. Suneeti Agarwal transferred her entire holding of 71,66,000 shares to Suneeti Dolaa Private Trust, reducing her stake to nil post-transaction.

Regulatory Context

All transactions were carried out under the exemption granted by SEBI vide order WTM/KCV/CFD/13/2025-26 dated November 07, 2025. The exemption was granted under Regulation 11 of SEBI (SAST) Regulations, 2011 to enable compliance with Regulation 3 and Regulation 5 read with Regulation 4 of the same regulations. The disclosures were filed by the Company Secretary of Paisalo Digital Limited as well as by the respective trustees and individual promoters, confirming that the total equity share capital of the company at Rs. 90,95,21,874/- divided into 90,95,21,874 equity shares of Re. 1/- each remained unaltered by these intra-promoter group transfers.

Santanu Agarwal has submitted a disclosure to the stock exchanges regarding the acquisition of shares in paisalo digital . The transaction involved the purchase of 2,75,000 equity shares, each with a face value of Re. 1, through the open market mechanism on May 18, 2026. This acquisition was filed under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

Acquisition Details

Prior to this transaction, Agarwal held 3,51,44,000 shares carrying voting rights, which represented 3.8640% of the total share capital. The recent purchase has increased his total holding to 3,54,19,000 shares. The acquirer belongs to the promoter or promoter group of the company.

Holding Structure

The following table outlines the changes in Agarwal's shareholding following the transaction:

Description Number of Shares % of Total Share Capital % of Total Diluted Share Capital Before Acquisition Shares carrying voting rights 3,51,44,000 3.8640 3.8640 Acquisition Shares acquired 2,75,000 0.0302 0.0302 After Acquisition Shares carrying voting rights 3,54,19,000 3.8942 3.8942

The equity share capital of Paisalo Digital Limited remains at Rs. 90,95,21,874, divided into 90,95,21,874 equity shares of Re. 1 each. The total diluted share capital also remains unchanged at this level. The shares of the target company are listed on both the National Stock Exchange of India Limited and BSE Limited.

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