Sulabhya Paramita Private Trust Acquires Shares in Promoter Group Entities of Paisalo Digital Under SEBI Exemption Order

Paisalo Digital Limited's promoter group has disclosed a significant internal restructuring, with Sulabhya Paramita Private Trust acquiring shares in three promoter group entities without any monetary consideration. The acquisition, completed on May 04, 2026, was made pursuant to SEBI exemption order WTM/KCV/CFD/13/2025-26 dated November 07, 2025, issued under Section 11(1) and Section 11(2)(h) read with Section 11(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Shares Acquired in Promoter Group Entities

Sulabhya Paramita Private Trust, which belongs to the promoter group, acquired stakes in three private limited companies that collectively hold shares in Paisalo Digital Limited. The trust did not acquire any shares of the target company directly. The details of the indirect acquisition are as follows:

Entity: Shares Acquired % Stake Acquired Pri Caf Private Limited (PCPL) 11,440 Shares 57.20% Pro Fitcch Private Limited (PFPL) 57,420 Shares 52.20% Equilibrated Venture Cflow Private Limited (EVCPL) 77,138 Shares 69.26%

The acquisition was effected through an off-market transfer from promoters Mr. Sunil Agarwal, Mr. Santanu Agarwal, and Ms. Sunita Agarwal to Sulabhya Paramita Private Trust, without any consideration.

Shareholding of Promoter Entities in Paisalo Digital

All three entities — PCPL, PFPL, and EVCPL — are part of the promoter group of Paisalo Digital Limited. Their respective shareholdings in the target company, which remain unchanged post-acquisition, are detailed below:

Company: No. of Shares % Shareholding Pri Caf Private Limited (PCPL) 2,40,48,400 2.64% Pro Fitcch Private Limited (PFPL) 2,23,21,220 2.45% Equilibrated Venture Cflow Private Limited (EVCPL) 18,67,63,880 20.53%

There is no change in the shareholding of PCPL, PFPL, and EVCPL in Paisalo Digital Limited as a result of this acquisition.

SEBI Exemption and Background

The SEBI exemption was granted vide order WTM/KCV/CFD/13/2025-26 dated November 07, 2025 by Whole Time Member Kamlesh Chandra Varshney. The exemption was sought by two acquirer trusts — Suneeti Dolaa Private Trust (Acquirer Trust 1) and Sulabhya Paramita Private Trust (Acquirer Trust 2) — to facilitate a proposed direct and indirect acquisition of shares and voting rights in Paisalo Digital Limited as part of an internal promoter family reorganization for succession planning purposes.

The application, initially dated November 25, 2024 and revised on January 25, 2025, was deliberated by the Takeover Panel in its meeting held on June 12, 2025. The panel recommended that the application be processed for grant of exemption, subject to the applicants amending their trust deeds appropriately. The amended and restated trust deeds were submitted vide email dated July 31, 2025.

Equity Share Capital and Shareholding Pattern

The equity share capital of Paisalo Digital Limited remains unchanged before and after the acquisition. The total paid-up equity share capital stands at Rs. 90,95,21,874/- divided into 90,95,21,874 equity shares of Re. 1/- each. The overall promoter and promoter group shareholding in the target company also remains at 41.16%, with public shareholding unchanged at 58.84%.

Key Conditions of the SEBI Exemption

The exemption granted by SEBI is subject to several conditions, including:

The proposed acquisitions shall be in accordance with the relevant provisions of the Companies Act, 2013 and other applicable laws.

The Proposed Acquirers shall file a report with SEBI within 21 days from the date of acquisitions.

The Proposed Acquirers shall ensure compliance with the provisions of Chapter 8 of the SEBI Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023.

The exemption from making an open offer shall remain valid for a period of one (1) year from the date of the order.

The Acquirer Trusts shall confirm compliance on an annual basis, and get their compliance status certified by an independent auditor annually.

The exemption is limited to the requirements of making an open offer under the SAST Regulations, 2011 and does not exempt the acquirers from disclosure requirements, SEBI (Prohibition of Insider Trading) Regulations, 2015, or any other applicable laws and regulations. The disclosure was filed on May 06, 2026 by Sunil Purushottam Agarwal, Trustee of Sulabhya Paramita Private Trust.

Paisalo Digital Limited has updated stock exchanges regarding its upcoming board meeting scheduled for May 10, 2026, originally intimated on April 22, 2026. In a subsequent filing dated May 05, 2026, the company informed exchanges that the board will additionally consider the issuance of Non-Convertible Debentures (NCDs) through a public issue, supplementing the agenda items already disclosed. The meeting is being held in compliance with Regulation 29 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meeting Agenda

The board meeting will address several critical business items, including the newly added NCD public issue consideration:

Agenda Item: Details Financial Results: Consider and approve standalone and consolidated audited financial results for Q4 and FY ended March 31, 2026 Dividend Recommendation: Consider and recommend final dividend on fully paid equity shares for FY ended March 31, 2026 NCD Issuance (Private Placement): Consider issue of Non-Convertible Debentures on private placement basis NCD Issuance (Public Issue): Consider issuance of Non-Convertible Debentures through public issue

Trading Window Closure

In accordance with the company's Code of Conduct for Prohibition of Insider Trading under SEBI regulations, Paisalo Digital has implemented a trading window closure. The trading window for dealing in the company's securities closed on April 1, 2026, and will remain closed until 48 hours after the financial results and board meeting outcomes are made public.

Regulatory Compliance

The board meeting intimations were sent to both BSE Limited and National Stock Exchange of India Limited. The company has also marked the communication to AFRINEX Exchange Listing Centre and India International Exchange (IFSC) Ltd. The company has multiple Non-Convertible Debentures and Commercial Papers listed on the exchanges.

The updated agenda reflects the company's intent to explore both private placement and public issue routes for NCD fundraising, alongside its standard quarterly corporate governance obligations of reviewing annual performance and making decisions regarding shareholder returns.

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