You are here » Home » Companies » Company Overview » 5Paisa Capital Ltd

5Paisa Capital Ltd.

BSE: 540776 Sector: Financials
NSE: 5PAISA ISIN Code: INE618L01018
BSE 11:40 | 19 Aug 283.55 1.75
(0.62%)
OPEN

288.00

HIGH

288.20

LOW

281.20

NSE 11:29 | 19 Aug 282.85 1.20
(0.43%)
OPEN

286.00

HIGH

290.35

LOW

281.90

OPEN 288.00
PREVIOUS CLOSE 281.80
VOLUME 5545
52-Week high 542.00
52-Week low 265.00
P/E 58.34
Mkt Cap.(Rs cr) 868
Buy Price 283.00
Buy Qty 16.00
Sell Price 283.85
Sell Qty 10.00
OPEN 288.00
CLOSE 281.80
VOLUME 5545
52-Week high 542.00
52-Week low 265.00
P/E 58.34
Mkt Cap.(Rs cr) 868
Buy Price 283.00
Buy Qty 16.00
Sell Price 283.85
Sell Qty 10.00

5Paisa Capital Ltd. (5PAISA) - Director Report

Company director report

Dear Members

Your Company?s Board of Directors ("Board") are pleasedto present the Fifteenth Annual Report of 5paisa Capital Limited (''your Company")along with the Audited Financial Statements for the Financial Year ended March 312022("year under review" or "year" or "FY 2021-22"). Theconsolidated performance of the Company and its subsidiaries has been referred to whereverrequired.

In compliance with the applicable provisions of Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for time being inforce) ("Act") and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI Regulations")this report covers the Financial Results and other developments in respect of 5paisaCapital Limited during the financial year ended March 312022 and upto the date of theBoard Meeting held on April 27 2022 to approve this report.

1. FINANCIAL RESULTS

A summary of the Consolidated and Standalone financial performance ofyour Company for the financial year ended March 312022 is as under:

(Rs in millions)

Particulars Consolidated Financial Results Standalone Financial Results
2021-2022 2020-2021 2021-2022 2020-2021
Gross total income 2979.81 1945.75 2975.67 1938.59
Profit/(Loss) before interest depreciation and taxation 454.02 444.52 461.15 472.57
Interest and financial charges 218.69 199.50 218.69 199.50
Depreciation 50.29 46.07 42.75 39.15
Profit/(Loss) before tax 185.04 198.96 199.72 233.92
Taxation - Current - - - -
- Deferred 47.68 52.06 51.37 60.72
- Short or excess - - - -
Net profit/ (Loss) for the year 137.36 146.90 148.35 173.20
Less: Appropriations - - - -
Add: Balance brought forward from the previous year (493.25) (640.15) (466.63) (639.83)
Balance to be carried forward (355.89) (493.25) (318.28) (466.63)

Note: Previous periods figures have been regrouped / rearrangedwherever necessary

The Statement containing extract of subsidiaries financial statementare provided on the website of the Company at https://www.5paisa.com/investor-relations.

2. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for the FY2021-22 are prepared in compliance with the applicable provisions of the Companies Act2013 ('the Act?) Indian Accounting Standards ('Ind AS?) and the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ['SEBI (LODR) Regulations?] and the same shall also be made available to theMembers in their forthcoming Annual General Meeting ('AGM?).

3. REVIEW OF BUSINESS AND OPERATIONS AND STATE OF YOUR COMPANY'SAFFAIRS

5paisa has built a sustainable foundation to accelerate its growth. Itscustomer-centric products transparency in operations relentless focus on customerconvenience and investment in technology has helped it build a family of 2.73 millionhappy customers in just 5 full years of operations.

5paisa is in the business of fostering the financial journeys of bothprevailing and first-time investors. It provides a digital platform with various featuresthat helps investors to educate themselves about the world of investments authorize themto take measured decisions invest through its mobile application and elevate theirparticipation and gains from the financial market.

The Indian economy has witnessed a V-shaped recovery in FY2021-22 aftercontracting in FY 2020-21 on account of the pandemic. While different segments of thefinancial services sector were impacted in different ways overall the industry waspushed to innovate and adopt technology in products and services processes and operationsand for customer connect. This resulted in a wave of digital transformations and customersgained access digitally to a range of products and services including application ofloans completing e-KYC opening bank accounts etc.

Your Company?s customer base increased to 102% in current year andits broking revenues recorded 41% growth. During the year the total income of yourCompany was up from Rs 1946 million to Rs 2979 Million. Your Company reported an averageannual daily turnover of Rs 1205984 million and its market share further improved.

During the year your Company focused on leveraging technology tostrengthen its business processes ensure deeper market penetration and deliver a superiorcustomer experience. As a result your Company appeared as a strong player in the discountbroking space offering superior products and services.

The growing penetration of internet and smartphone in the country hashelped your Company expand its customer base. Your Company leveraged an integratedinvestment platform to capitalise on the opportunity. Its mobile application/web platformhas helped individuals to trade across equity F&O commodity currency segments;invest in mutual fund and insurance; or facilitate algorithm based robo advisory services.

As capital market participation remains low in India when compared tothe other developed nations there is an enormous opportunity for growth. The outlook forfinancial products distribution looks healthy with gradual resumption of economicactivities. Retail participation is expected to increase given the favourabledemographics rising financial literacy and increasing smart phone and internetpenetration. With the ever-increasing demand for financial transactions the digitalpayments ecosystem has also been evolving continuously. These factors will enable us infuelling your Company?s growth journey.

4. MACRO-ECONOMIC OVERVIEW

The economy staged an impressive turnaround in FY2021-22. Some of thefactors that have supported growth during the year have been the widespread vaccinationcoverage gains from supply side reforms easing of regulations robust export growth anda ramp-up in capital spending. According to the Economic Survey Agriculture and AlliedSectors was the least impacted by the pandemic. This segment of the economy is expected topost a growth of 3.9% in FY 2021-22 after expanding 3.6% in the previous year. The strongperformance of the sector was largely due to a good monsoon which resulted in reservoirlevels being higher than the 10-year average. It was also supported by policies thatensured timely supplies of seed and fertilizers to farmers despite pandemic-relateddisruptions.

The Industrial sector also staged a strong come-back after posting anegative growth of 7.0% in FY 2020-21 to an expected expansion of 11.8% in FY 2021-22. Themanufacturing construction and mining sub-sectors followed a similar trend as overallindustry growth while utilities experienced a more muted cycle since basic services suchas electricity and water supply were maintained even at the height of the lockdowns. Theshare of industry in GVA is now estimated at 28.2% (Source: Ministry of Finance).

5. INDUSTRY OVERVIEW

The Indian financial services industry is vast and diverse consistingof banks NBFCs capital markets insurance sector and the new payment banks withincreasing finance penetration. The opportunity in India is very high especially in therural areas for moving from physical savings to financial savings. With increasinginternet penetration and financial literacy the future growth prospects of financialservice industry in India is very bright.

6. KEY INITIATIVES / DEVELOPMENTS

The Board of Directors in their meeting held on April 13 2021 proposedto raise funds through Issue of equity shares and warrants on preferential basis tocertain investors. The said proposal was duly approved by the Members through PostalBallot on May 14 2021. The funds were raised through issue of 3817400 equity shares onpreferential basis fully paid-up at the price of Rs 500 per Equity Share (including apremium of Rs 490 per Equity Share) aggregating up to Rs 1908.70 million being 898816Equity Shares aggregating to Rs 449.41 million to FIH Mauritius Investments Limited301184 Equity Shares aggregating to Rs 150.59 million to HWIC Asia Fund Class A Shares240000 Equity Shares aggregating to Rs 120.00 million to RIMCO India Limited and2377400 Equity Shares aggregating to Rs 1188.70 million to WF Asian Reconnaissance FundLimited and further issue of 1200000 share warrants being 480000 Warrants aggregatingto Rs 240.00 million to Mr. Nirmal Bhanwarlal Jain 480000 Warrants aggregating to Rs240.00 million to Mrs. Madhu N. Jain and 240000 Warrants aggregating to Rs 120 million toMr. Venkataraman Rajamani belonging to the Promoters and Promoter group of the Companyexercisable (convertible) in one or more tranches anytime within period of eighteenmonths into equal number of equity shares of face value of Rs 10/- each of the Company ona preferential basis for cash.

Earlier the Company offered the option of trading in US stocks throughits registered partner Vested Services Private Limited. However with a view to offerdiversified products to its customers your Company intends to offer an option to itscustomers for trading in US stocks. Consequently your company has initiated the processof incorporating a wholly owned IFSC subsidiary and upon incorporation of the same yourcompany shall register itself with NSE IFSC Limited as a member and commence itsoperations shortly.

7. RETURN TO INVESTORS (DIVIDEND)

In view of the accumulated losses and fund requirement for futureexpansion your Directors have not recommended any dividend on Equity Shares for the yearunder review.

8. TRANSFER TO GENERAL RESERVE:

Due to accumulated losses your Company has not transferred any amountto the reserves.

9. TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 and 125 of the Companies Act2013 ("Act") read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 ("IEPF Rules") all unpaidor unclaimed dividends are required to be transferred by the Company to the InvestorEducation and Protection Fund ("IEPF" or "Fund") Account establishedby the Central Government after completion of seven years from the date the dividend istransferred to unpaid/ unclaimed account. Further according to the Rules the shares inrespect of which dividend has not been paid or claimed by the members for sevenconsecutive years or more shall also be transferred to the demat account created by theIEPF Authority after complying with the procedure laid down under the Rules.

During FY 2021-22 the company had not transferred any shares to 'IEPF'Account.

As on the March 31 2022 Rs 0.18 million is lying as the unclaimedfractional entitlements in the unpaid fractional shares account.

10. AWARDS AND RECOGNITIONS:

During the year under review your Company received numerous awards andaccolades which were conferred by reputable organizations and is designed to honour theefforts made by the companies and the details of the same are given herein below:

-2nd Edition of CHRO Innovation Summit & Awards 2022 byHR Excellence Award in Employee Engagement

-5paisa Capital received the 'The Economic Times' Best Brands Award

-5paisa Capital's CEO Prakarsh Gagdani received the 'Most InnovativeLeader Award' at World BFSI Congress

-5paisa Capital was recognized as the 'Most Trusted BFSI Brand' by ZeeBusiness

-5paisa Capital Limited was recognised as 2nd Edition of CHROInnovation Summit & Awards 2022 by HR Excellence Award in Employee Engagement.

-Great Place to Work certified

5paisa Capital Limited was recognised as Great Place to Work certified

-Top 5 Companies in Startup Category by DivHERsity Awards

5paisa Capital Limited was recognised as Top 5 Companies in StartupCategory by DivHERsity Awards

-Inspirational Leader of the Year by Recruitment World Summit &Awards 2022

Mr. Pankaj Adhav Human Resource Head has been recognized asInspirational Leader of the Year by Recruitment World Summit & Awards 2022.

-Rising Start in Talent Leadership Hiring

Jayesh Suthar honoured as Rising Start in Talent Leadership Hiring byRecruitment World Summit & Awards 2022

-Banking Financing and Insurance

5paisa Capital Limited received Silver Medal for its campaign'AbTohSabkoPataHai' in the Banking Financing and Insurance by Buzz In.

-Best Content in a video marketing campaign

5paisa Capital Limited received Gold Medal for Best Content in a videomarketing campaign - 'AbTohSabkoPataHai ' by Inkspell - DOD.

-Best video campaign -BFSI & FinTech

5paisa Capital Limited received Gold Medal for Best video campaign-BFSI & FinTech by Digixx.

11. SHARE CAPITAL

The paid up equity share capital of the company as on March 31 2022was Rs 294173180/- divided into 29417318 equity shares of Rs 10/- each as compared toRs 255159180/- divided into 25515918 equity shares of Rs 10/- each as on March312021.

The increase in the share capital was on account of issuance of3817400 equity shares on preferential basis to investors as mentioned above in Point No.6 of this Report and pursuant to exercise of 84000 ESOPs granted under the 5paisa CapitalLimited Employee Stock Option Scheme 2017 by eligible employees which were convertedinto equity shares Rs 10 each.

12. EMPLOYEES STOCK OPTION SCHEMES ("ESOS")

The Company has two Schemes which are prepared as per the provisions ofSEBI (Share Based Employee Benefits) Regulations 2014 ("SBEB Regulations"):

1) 5paisa Capital Limited Employee Stock Option Scheme 2017 ("5PCLESOS 2017") was approved by shareholders vide a special resolution dated January 252018

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

During the year under there was no material change in ESOS of theCompany. However the Nomination and Remuneration Committee of the Board of Directors bythe way of Circular Resolution dated December 30 2021 approved amendment to the 5paisaCapital Limited Employee Stock Option Scheme - 2017 with a view to align and comply withthe SEBI (SBEB) Regulations 2021. The Scheme is in line with the "SBEBRegulations". The Company has received a certificate from the M/s. Nilesh Shah &Associates Company Secretaries in Practice that "5PCL ESOS 2017" &"5PCL ESOTS 2017" has been implemented in accordance with the SBEB Regulationsand the resolution passed by the Members in their general meeting. The certificate wouldbe made available to the Members during the Annual General Meeting for inspection. As perRegulation 14 of "SBEB Regulations" read with SEBI circular no. CIR/CFD/ POLICYCELL/2/2015 dated June 16 2015 the details of the "ESOS" are uploaded on theCompany?s website at https://www.5paisa.com/investor-relations and the same isavailable for inspection by the Members at the Registered Office of the Company. If anymember is interested in obtaining a copy thereof such member may write to the CompanySecretary whereupon a soft copy would be sent at the registered email address of theMember.

13. INCREASE IN SIZE OF ESOP POOL:

The Board of Directors in their meeting held on April 20 2021 andpursuant to recommendation of Nomination and Remuneration Committee approved the increasein size of ESOP Pool for grant of options to eligible employees under the Employee StockOption Scheme-2017 from 900000 (Nine Lakhs) options to 1500000 (Fifteen Lakhs) optionsconvertible into equity shares of Rs 10/ each of the Company. Further the members at theAnnual General Meeting (AGM) of the company held on June 11 2021 also had approved thesame.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans guarantees given and investments made during theyear as required pursuant to the provisions of Section 186 of the Companies Act 2013 andschedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("LODR Regulations") are provided inthe financial statements.

15. DEPOSITS

The Company has not accepted any deposits from public falling under theambit of Section 73 of the Companies Act 2013 and the Rules framed thereunder and assuch no amount on account of principal or interest on deposits from public wasoutstanding as on the Balance Sheet date.

Further the Company does not intend raising any public deposits interms of its declaration to the Reserve Bank of India.

16. SUBSIDIARIES

• 5paisa P2P Limited

During the year under review the company continued its operations asP2P NBFC. However given the COVID situation the lending and borrowing activities on thesaid platform were carried out conservatively.

• 5paisa Insurance Brokers Limited

The Company had filed an application for registration as InsuranceBroker with Insurance Regulatory and Development Authority which got rejected and hence noinsurance activities are being persued under the Company as of now.

• 5paisa Trading Limited

During the year under review the Company commenced its business ofoffering an option to trade in Digital Gold for its clients who were interested inbuying/selling of digital gold online.

17. CONSOLIDATED FINANCIAL STATEMENTS

As per the provisions of Section 134 and 136 of the Companies Act 2013read with applicable Rules Regulation 33 of LODR Regulations and applicable AccountingStandards the Board of Directors had in their meeting held on April 27 2022 approved theConsolidated Financial Statements of the Company along with the Standalone FinancialStatements. Copies of the Balance Sheet Statement of Profit and Loss Report of the Boardof Directors and Report of the Auditors of the subsidiary company are not attached to theaccounts of the Company for the financial year 2021-22. The Company will arrange for softcopies of these documents/details upon request by any member of the Company and dispatchthe same on the registered email address of the member.

These documents/details will also be available for inspection by anymember of the Company at its registered office and at the registered offices of theconcerned subsidiary during the business hours on working days i.e. except on SaturdaysSundays and Public Holidays. If any member is interested in obtaining a copy thereof suchmember may write to the Company Secretary whereupon a soft copy of the same would be sentto the registered email address of the member. The Annual Report of subsidiaries isuploaded on the website of the Company at https://www.5paisa.com/investor-relations. Asrequired by Companies Act 2013 and Accounting Standard - 21 (AS 21) issued by theInstitute of Chartered Accountants of India the Company?s Consolidated FinancialStatements included in this Annual Report incorporate the accounts of its subsidiaries. Areport on the performance and financial position of the subsidiaries is provided in theprescribed form AOC-1 as "Annexure-I" which forms part of the Annual Report ofthe 15th AGM of the Company.

The policy on determining the material subsidiary is available on thewebsite of the Company and can be accessed at: https://storage.googleapis.com/5paisa-prod-storage/files/investor relations/2021 -05/policy-on- determining-material-subsidiary.pdf

18. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In accordance with Regulation 34 of LODR Regulations the ManagementDiscussion and Analysis Report is presented in separate section forming part of thisAnnual Report.

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) of the Listing Regulations read with SEBICircular No. CIR/CFD/CMD/10/2015 and PR No.18/2021 dated November 04 2015 and May 102021 respectively the Business Responsibility and Sustainability Report describing theinitiatives taken by the Company from an environmental social and governanceperspective forms part of Annual Report of 15th AGM of the Company.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors:

The Board comprises of Mr. Prakarsh Gagdani (DIN: 07376258) and Mr.Gourav Munjal (DIN: 06360031) as the Whole-Time Directors and Dr. Archana Hingorani (DIN:00028037) Mr. Milin Mehta (DIN: 01297508) Mr. Ravindra Garikipati (DIN: 00984163) andMs. Nirali Sanghi (DIN: 00319389) as the Non-Executive Independent Directors of theCompany.

I. Changes in Board Composition

During the year under review there were no changes in the compositionof Board.

II. Re-appointment

Re-appointment of Mr. Gourav Munjal as Whole-Time Director Mr. GouravMunjal (DIN: 06360031) was appointed as Whole-Time Director of the Company at the AnnualGeneral Meeting of the members of the Company held on July 17 2018 for a period of 3years ending on January 16 2023. As per the terms tenure of his appointment expires onJanuary 15 2023.

On the recommendation of the Nomination and Remuneration Committee theBoard of Directors at its meeting held on April 27 2022 has re-appointed Mr. GouravMunjal (DIN: 06360031) as a Whole-time Director of the Company for a further period offive years with effect from January 16 2023 on the terms and conditions and remunerationas may be approved by the Board and subject to approval of members at the ensuing AnnualGeneral Meeting.

A brief profile along with necessary disclosures of Mr. Gourav Munjalhas been annexed to the Notice convening the ensuing AGM.

Re-appointment of Ms. Nirali Sanghi as Independent Director

The Board of Directors based on performance evaluation and as per therecommendation of the Nomination and Remuneration Committee has recommended thereappointment of Ms. Nirali Sanghi as an Independent Director of the Company for a secondterm of 5 (five) consecutive years effective from January 11 2023 to January 10 2028on completion of her current term of office subject to the approval of the members at the15th AGM of the Company.

In the opinion of the Board she possesses requisite expertiseintegrity and experience (including proficiency) for appointment as an IndependentDirector of the Company and the Board considers that given her professional backgroundexperience and contributions made by her during her tenure the continued association ofMs. Nirali Sanghi would be beneficial to the Company.

A brief profile along with necessary disclosures of Ms. Nirali Sanghihas been annexed to the Notice of the 15th AGM of the Company.

IN. Retirement by Rotation

In accordance with Section 152 of the Companies Act 2013("Act") read with Article 157 of the Articles of Association of the Company Mr.Prakarsh Gagdani (DIN: 07376258) Whole Time Director and Chief Executive Officer of theCompany is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for reappointment. The Board recommends his re-appointmentfor the approval of members. A resolution seeking approval of the members for hisre-appointment forms part of the Notice of 15th AGM of the Company.

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

b. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act 2013and rules made thereunder the Key Managerial Personnel of the Company as on March 312022are:

Mr. Prakarsh Gagdani : Whole-Time Director and Chief Executive Officer
Mr. Gourav Munjal : Whole-Time Director and Chief Financial Officer
Mrs. Namita Godbole : Company Secretary and Compliance Officer

The Remuneration and other details of the Key Managerial Personnel forthe year ended

March 31 2022 are mentioned in Form MGT-7 - Annual Return which can beaccessed on the website of Company at https://www.5paisa.com/ investor-relations

21. MEETING OF DIRECTORS & COMMITTEE/BOARD EFFECTIVENESS

> Meetings of the Board of Directors

The Board met Six (6) times during the year to discuss and approvevarious matters including financials raising of funds review of audit reports and otherbusinesses. For further details please refer to the report on Corporate Governance.

> Committees of the Board of Directors

In accordance with the applicable provisions of the Companies Act 2013and LODR Regulations the Board has in place the following Committees:

Audit Committee

Nomination and Remuneration Committee Stakeholders RelationshipCommittee Finance Committee Risk Management Committee Corporate Social ResponsibilityCommittee

Audit Committee:

During the year there was no change in the composition of AuditCommittee. The Audit Committee met Five (5) times which is in compliance with theprovisions of LODR Regulations and Companies Act 2013. At present the Committeecomprises of Mr. Milin Mehta as the Chairman Ms. Nirali Sanghi and Dr. Archana Hingoranias the members of the Audit Committee.

The role terms of reference and powers of the Audit Committee are inconformity with the requirements of the Companies Act 2013 and LODR Regulations. TheCommittee met during the year under review and discussed on various matters includingfinancials and audit reports. During the period under review the Board of Directors ofthe Company accepted all the recommendations of the Audit Committee.

The terms of reference of Audit Committee and details of CommitteeMeeting are provided in the Corporate Governance Report.

Nomination and Remuneration Committee

During the year the Nomination and Remuneration Committee met Three(3) times. At present the Committee comprises of Ms. Nirali Sanghi as the ChairpersonDr.ArchanaHingorani Mr. Ravi Garikipati and Mr. Milin Mehta as members of the Committee.

The role terms of reference and powers of the Nomination andRemuneration Committee are in conformity with the requirements of the Companies Act 2013and LODR Regulations and the same has been provided in the Corporate Governance Report.

The Board has on the recommendation of the Nomination &Remuneration Committee framed a Nomination and Remuneration Policy in compliance with theaforesaid provisions for selection and appointment of Directors Key Managerial Personnel(KMP) Senior Managerial Personnel (SMP) of the company. The said policy is stated in theCorporate Governance Report of the Company and can also be accessed on the website of theCompany at https://storage.googleapis.com/5paisa-prod- storage/files/investorrelations/2021 -04/ nomination-and-remuneration-policy.pdf

The details of Committee Meeting are provided in the CorporateGovernance Report.

Stakeholders Relationship Committee

During the year the Stakeholders Relationship Committee met Once (1)in compliance with the provisions of LODR Regulations and Companies Act 2013. TheCommittee comprises of Ms. Nirali Sanghi as the Chairperson Dr. Archana Hingorani and Mr.Prakarsh Gagdani as the members of the Committee.

The role terms of reference of the Stakeholders Relationship Committeeare in conformity with the requirements of the Companies Act 2013 and Regulation 20 ofLODR Regulations and the same has been provided in the Corporate Governance Report.

During the year under review the Company has not received anycomplaints from the shareholders on the SCORES portal. The details of the Meeting aregiven in the Corporate Governance Report.

Finance Committee

During the year the Finance Committee met Twelve (12) times. TheCommittee comprises of Mr. Prakarsh Gagdani as the Chairman and Mr. Gourav Munjal as themember of the Committee.

The role and terms of reference of the Finance Committee are inconformity with the requirements of the Companies Act 2013 and Regulation 20 of LODRRegulations and the same has been provided in the Corporate Governance Report.

The details of the Meeting are given in the Corporate GovernanceReport.

Risk Management Committee

During the year the Risk Management Committee met Two (2) times. TheCommittee comprises of Dr. Archana Hingorani as Chairman Mr. Prakarsh Gagdani and Mr.Gourav Munjal as the members of the Committee.

The Company is exposed to a lot of inherent uncertainties owing to thesector in which it operates. A key factor in ascertaining a company?s capacity tomaintain its sustainable value is the risks that it is willing to take at both - strategicand operational level and its ability to manage them effectively.

The Company?s Risk Management processes focus on ensuring that therisks to which the company is exposed to at all times are identified on a timely basisand addressed with appropriate solutions. Further as mandated by LODR Regulations yourBoard of Directors in its meeting held on April 20 2021 has constituted a RiskManagement Committee.

The Committee has adopted a Risk Management policy which outlines therole responsibilities and powers of the Committee and the procedure and periodicity fororganizing the meeting of the Committee. The purpose of the Committee is to assist theBoard of Directors in fulfilling its oversight responsibilities with regard to enterpriserisk management. The Committee shall review the risk management practices and actionsdeployed by the Management with respect to identification impact assessment monitoringmitigation and reporting of key risks while at the same time trying to achieve itsbusiness objectives. Further the Committee shall endeavour to assist the Board inframing implementing and monitoring the risk management plan for the Company andreviewing and guiding the risk policy.

The Committee shall have the primary responsibility of implementing theRisk Management Policy of the Company and achieving the stated objective of developing arisk mitigated culture that supports decision making and helps improve the Company?sperformance.

The role terms of reference of the Risk Management Committee are inconformity with the requirements of the Companies Act 2013 and LODR Regulations and thesame has been provided in the Corporate Governance Report.

Your directors on a regular basis:

(a) oversee and approve the Company?s enterprise-wide riskmanagement framework; and

(b) oversee that all the risks that the organization faces such asstrategic financial credit market liquidity security property IT legalregulatory reputational and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks.

Your company has in place various policies and procedures covering thebusiness operations employees finance & accounting customer services which areapproved by the Board.

Your Company has in place specialized internal audits on Broking andDepository Participant business as per the SEBI / Exchanges/ Depositories norms. Thefindings on Audit Reports are reviewed by the Audit Committee/ Board at their periodicalmeetings and the reports are submitted to the Exchanges /Depositories.

Your company?s management monitors and reports on the principalrisks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company?s management systems organizational structuresprocesses standards and code of conduct together form the risk management governancesystem of the Company and management of associated risks.

Corporate Social Responsibility Committee

During the year the Corporate Social Responsibility Committee met Once(1) time. The Committee comprises of Mr. Milin Mehta as Chairman and Mr. Prakash Gagdaniand Mr. Gourav Munjal as members of the Committee.

Pursuant to Section 135 of the Companies Act 2013 every companyhaving net worth of Rs 500 Crore or more or turnover of Rs 1000 Crore or more or netprofit of Rs 5 Crore or more during any financial year is required to:

1. Constitute Corporate Social Responsibility Committee consisting ofthree Directors out of which at least one Director should be Independent Director; and

2. Approve Corporate Social Responsibility Policy indicating activitiesto be undertaken as specified in Schedule VII of the Act.

The Board of Directors in their meeting held on April 20 2021 hasframed and adopted the Corporate Social Responsibility (CSR) policy which can be accessedon the website of the Company at https:// storaae.aooaleapis.com/5paisa-prod-storaae/files/investor relations/2022-04/CSR-Policy- updated.pdf and approved the constitution ofCorporate Social Responsibility Committee.

Annual Report on CSR activities as required under Sections 134 and 135of the Companies Act 2013 read with Rule 8 of the (Corporate Social ResponsibilityPolicy) Rules 2014 as amended ("CSR Rules") is provided as "AnnexureV" to this report Further the Company is required to spend at least 2% of theaverage net profits of the Company made during three immediately preceding financialyears in pursuance of its Corporate Social Responsibility Policy. However in view of itsaccumulated losses during the year under review the Company was not required to spend onCSR Activities covered under Schedule VII of the Act.

> Board Effectiveness

Familiarisation Program for the Independent Directors

In compliance with the requirements of LODR Regulations the Companyhas put in place a Familiarization Programme for Independent Directors to familiarise themwith the working of the Company their roles rights and responsibilities vis-a-vis theCompany the industry in which the Company operates business model etc. Details of theFamiliarization Programme are explained in the Corporate Governance Report and are alsoavailable on the Company?s website and can be accessed using the below link:storage/files/mvestor_relations/2021-04/ familarisation-programmes. pdf

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and LODRRegulations and SEBI Circular no SEBI/CFD/CMD/CIR/P/2017/004 dated January 05 2017 theBoard of Directors have carried out an annual performance evaluation of its ownperformance its Committees the Directors individually including Independent Directors(wherein the concerned Director being evaluated did not participate) based out of thecriteria and framework adopted by the Board. The Board approved the evaluation results ascollated by Nomination and Remuneration Committee ("NRC"). The evaluationprocess manner and performance criteria for independent directors in which the evaluationhas been carried out is explained in the Corporate Governance Report which forms a part ofAnnual Report of 15th AGM of the Company. The Board is responsible to monitorand review the evaluation framework.

The Board considered and discussed the inputs received from theDirectors. Also the Independent Directors at their meeting held on March 17 2022reviewed the following:

¦ Performance of Non-Independent Directors and the Board and theCommittee as a whole

¦ Performance of the Chairperson of the Company.

¦ Assessed the quality quantity and timeliness of flow ofinformation between the Company?s management and the Board which is necessary forthe Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction with overallfunctioning and implementations of their suggestions.

The evaluation process endorsed the Board Members confidence in theethical standards of the Company the cohesiveness that exists amongst the Board Membersthe two-way candid communication between the Board and the Management and the openness ofthe Management in sharing strategic information to enable Board Members to discharge theirresponsibilities.

Statement on declaration given by the Independent Directors

The terms and conditions of appointment of Independent Directors are asper Schedule IV of the Act. The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and Rule 5 ofthe Companies (Appointment and Qualifications of Directors) Rules 2014 and as well asunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations") and there has been no change in the circumstancesor situation which exist or may be reasonably anticipated that could impair or impactthe ability of Independent Directors to discharge their duties with an objectiveindependent judgment and without any external influence.

The above declarations were placed before the Board and in the opinionof the Board all the Independent Directors fulfill the conditions specified under the Actand the Listing Regulation and are Independent to the Management.

22. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3)

(c) and 134(5) of the Companies Act 2013 your Board of Directors tothe best of its knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and

f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

23. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate internal controls with reference tofinancial statements and operations and the same are operating effectively. The InternalAuditors tested the design and effectiveness of the key controls and no materialweaknesses were observed in their examination. Further Statutory Auditors verified thesystems and processes and confirmed that the Internal Financial Controls system overfinancial reporting are adequate and such controls are operating effectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the Auditcommittee the Board is of the opinion that the Company?s internal financial controlswere adequate and effective during FY 2022.

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has put in place a policy for Related Party Transactions(RPT Policy) which has been approved by the Board of Directors. The policy provides foridentification of RPTs necessary approvals by the Audit Committee/Board/Membersreporting and disclosure requirements in compliance with Companies Act 2013 andprovisions of LODR Regulations. Pursuant to amendments to LODR Regulations dated November09 2021 the Board and Audit Committee in their meeting held on February 16 2022 hadmade changes to the Policy on Related Party Transactions wherein various changes have beenadopted as required under the amended regulations.

Further pursuant to the amended regulations the Company is requiredto obtain prior approval of the members for the Material Related Party Transactions to beentered for FY 2022-23 and a postal ballot notice dated February 16 2022 was sent to themembers. The e-voting period for the same commenced on February 25 2022 and concluded onMarch 26 2022. The results of the Postal ballot were declared on March 30 2022 and theresolutions were deemed to be passed with requisite majority.

All transactions with Related Parties are placed before the AuditCommittee and also the Board for approval. Prior omnibus approval of the Audit Committeeand the Board is obtained for the transactions which are foreseeable and of a repetitivenature. The transactions entered into pursuant to the approvals so granted are subjectedto audit and a statement giving details of all related party transactions is placed beforethe Audit Committee and the Board of Directors on a quarterly basis. The statement issupported by a certificate from Independent Chartered Accountant.

All contracts executed by the Company during the financial year withrelated parties were on arm?s length basis and in the ordinary course of business.All such Related Party Transactions were placed before the Audit Committee/Board forapproval wherever applicable.

During the year the Company has entered into any contract /arrangement / transaction with related parties which are considered as material inaccordance with Regulation 23 of LODR Regulations and the same was also approved by themembers in the Annual General Meeting held on June 1 1 2021. The policy for determining'material? subsidiaries and the policy on materiality of Related Party Transactionsand dealing with Related Party Transactions as approved by the Board may be accessed onthe Company?s website at https://www.5paisa.com/investor-relations. You may refer toNote no. 33 to the financial statement which contains related party disclosures.

The Company had not entered into any contracts or arrangements ortransactions under sub-section (1) of Section 188 of the Act. Hence Form AOC-2 disclosureis not required to be provided.

None of the Directors and the Key Managerial Personnel has anypecuniary relationships or transactions vis-a-vis the Company.

25. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return (e-form MGT-7) ofthe Company is available on the website of the Company athttps://www.5paisa.com/investor-relations.

26. CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)CERTIFICATION:

A Certificate from Mr. Prakarsh Sharad Gagdani CEO and Mr. GouravMunjal CFO pursuant to provisions of SEBI (LODR) Regulations 2015 for the year underreview was placed before the Board of Directors of the Company at its meeting held onApril 27 2022 and the same does not contain any adverse remark or disclaimer.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of this AnnualReport. There has been no change in the nature of business of the Company as on the dateof this Report.

28. SECRETARIAL AUDITOR SECRETARIAL AUDIT REPORT AND COMPLIANCE WITHSECRETARIAL STANDARDS

In terms of the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed M/s. Nilesh Shah & Associates Company Secretaries in whole-timepractice Mumbai as Secretarial Auditor for conducting Secretarial Audit of the Companyfor the financial year 2021-22. The Auditor had conducted the audit and their reportthereon was placed before the Board. The Secretarial Audit Report for the Financial Year2021-22 does not contain any qualification reservation or adverse remark. The SecretarialAuditor?s report is appended as "Annexure - II" and forms part of theAnnual Report of the 15th AGM of the Company. The Company is in compliance withthe Secretarial Standards specified by the Institute of Company Secretaries of India("ICSI")

29. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The additional information on energy conservation technologyabsorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 isappended as "Annexure -III" and forms part of the Annual Report of the 15thAGM of the Company .

30. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company since its inception believes in honest and ethical conductfrom all the employees and others who are directly or indirectly associated with theCompany.

Further in compliance of the Companies Act 2013 and Regulation 22 ofLODR Regulations the Company has adopted a Whistle Blower Policy. The Company?svigil mechanism / Whistle blower Policy aims to provide the appropriate platform forWhistle blowers to report instances of any actual or suspected incidents of unethicalpractices violation of applicable laws and regulations including the Company?s codeof conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in thecompany Code of Fair Practices and Disclosure. The Policy also provides for adequatesafeguards against victimization of director(s)/ employee(s) who avail of the mechanismand also provides for direct access to the Chairman of the Audit Committee in exceptionalcases. It is affirmed that no person has been denied access to the Audit Committee. TheCompany has disclosed the policy at the website of the Company and can be accessed usingthe below link:

https://storaqe.qoogleapis.com/5paisa-prod-storaqe/ files/investorrelations/2021-05/whistle-blower-policy.pdf

The Audit Committee is also committed to ensure fraud-free workenvironment. Your Company investigates complaints speedily confidentially and in animpartial manner and takes appropriate action to ensure that the requisite standards ofprofessional and ethical conduct are always maintained.

During the financial year 2021-22 no cases under this mechanism werereported to the Company and/or to any of its subsidiaries.

31. PREVENTION OF SEXUAL HARASSMENT

Your Company recognizes its responsibility and provides equalopportunities and is committed to creating a healthy working environment that enables allour employees to work with equality and without fear of discrimination prejudice genderbias or any form of harassment at workplace. In Compliance with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 your Company has putin place a Policy on prevention of Sexual Harassment of Women at workplace. The companyhas complied with provisions relating to the constitution of Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The policy is frequently communicated at regular intervals through variousassimilation programs to all the employees.

Your Directors further state that the during the fiscal year 2021-22there were no complaints pending pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The following is reported pursuant toSection 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013:

a) Number of complaints received in the year: Nil

b) Number of complaints disposed off during the year: Nil

c) Number of cases pending more than ninety days: Nil

d) Number of workshops or awareness programme against sexual harassmentcarried out: The Company has conducted an online training for creating awareness againstthe sexual harassment against the women at work place.

e) Nature of action taken by the employer or district officer: NotApplicable.

Further following are some of the awareness programs imparted to trainthe employees and Internal Complaints Committee (ICC) during the year:

1. Every employee of the company has to undergo mandatory e-learningmodule on "Prevention of Sexual Harassment" at workplace.

2. Every new joiner is trained on Prevention of Sexual Harassmentduring induction program.

3. The Internal Complaints Committee is appropriately trained when theCommittee Members are on-boarded to the Committee.

4. Policy of "Prevention of Sexual Harassment" at workplaceis available on the intranet portal to access as and when required. Further your companyhas setup an ICC which has equal representation of men and women and is chaired by seniorwoman employee and has an external women representation.

32. PARTICULARS OF EMPLOYEES

The statement of Disclosure pertaining to remuneration and otherdetails as required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in"Annexure - IV".

Further a statement showing the names and other particulars ofemployees drawing remuneration in excess of the limits as set out in the Rules 5(2) and5(3) of the aforesaid Rules forms part of the Annual Report of 15th AGM of theCompany. However in terms of first proviso to Section 136(1) of the Act the AnnualReport and Accounts are being sent to the Members and others entitled thereto excludingthe aforesaid information. The said information is available for inspection by any memberof the Company during the business hours on working days except on Saturdays Sundays andPublic Holidays upto the date of the ensuing Annual General Meeting. Any Member interestedin obtaining a copy of the same may write to the Company Secretary whereupon a soft copywould be sent at the registered email address of the member.

33. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 the term of M/s. V Sankar Aiyar& Co. Chartered Accountants Mumbai (Firm Registration Number: 109208W) the presentauditors of the Company completed their term as Statutory Auditors of the Company at theconclusion of 15th AGM.

The Board of Directors of the Company at their meeting held on 27thApril 2022 on the recommendation of the Audit Committee have made its recommendationfor re-appointment of M/s. V Sankar Aiyar & Co Chartered Accountants Mumbai (FirmRegistration Number: 109208W) as the Statutory Auditors of the Company for a term of fiveconsecutive years. Accordingly an ordinary resolution proposing re-appointment of M/s. VSankar Aiyar & Co. as Statutory Auditors of the Company for a term of fiveconsecutive years i.e. from conclusion of 15th AGM till the conclusion of 20thAGM of the Company pursuant to Section 139 of the Act forms part of the Notice ofthe 15th AGM of the Company. The Company has received their written consent anda certificate that they satisfy the criteria provided under Section 141 of the Act andthat the appointment if made shall be in accordance with the applicable provisions ofthe Act and rules framed thereunder.

34. AUDITORS REPORT

The notes on the financial statement referred in the Auditor?sReport are self-explanatory and do not call for any further comments. The Auditor?sReport does not contain any qualification reservation adverse remark or disclaimer forthe Financial Year 2021-22.

35. REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors and theSecretarial Auditor have not reported any instances of frauds committed in the Company byits Officers or Employees to the Audit Committee under section 143(12) of the CompaniesAct 2013 details of which needs to be mentioned in this Report.

36. CORPORATE GOVERNANCE

The Company has a strong legacy of following fair transparent andethical governance practices and is committed to maintain the highest standards ofCorporate Governance and strictly adheres to the Corporate Governance requirements set outby SEBI. The Company?s Corporate Governance policy is based on the belief that goodgovernance is an essential element of business which helps the Company to fulfill itsresponsibilities towards all its stakeholders. The report on Corporate Governance asstipulated under the LODR Regulations forms an integral part of 15th AGM of theCompany. The requisite Auditor?s Certificate on Corporate Governance obtained fromM/s. V Sankar Aiyar & Co Chartered Accountants (Firm Registration Number: 109208W)for compliance with LODR Regulations is attached to the report on Corporate Governance.

37. MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by theCompany is not required pursuant to Section 148(1) of the Companies Act 2013 read withRule 3 of the Companies (Cost records and Audit) Rules 2014.

38. GENERAL

Your Directors state there being no transactions with respect to thefollowing items during the financial year 2021-22 no disclosure or reporting is requiredwith respect to the same:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

2. Significant or material orders passed against the Company by theRegulators or Courts or Tribunals during the year ended March 312022 which would impactthe going concern status of the Company and its future operations.

3. Buyback of shares

4. Receipt of any remuneration or commission by the Whole-time Directorof the Company from any of its subsidiaries.

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

6. Application or proceedings made under the Indian Bankruptcy Code2016.

39. APPRECIATION

Your Directors place on record their sincere appreciation for theassistance and guidance provided by the Government Regulators Stock ExchangesDepositories other statutory bodies and Company?s Bankers for the assistancecooperation and encouragement extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of theCompany viz. customers members dealers vendors banks and other business partners forthe excellent support received from them during the year. Our employees are instrumentalin the Company to scale new heights year after year. Their commitment and contribution isdeeply acknowledged. Your involvement as members is also greatly valued. Your Directorslook forward to your continuing support.

For and on behalf of the Board of Directors
Prakarsh Gagdani Gourav Munjal
Whole-Time Director & Whole-Time Director &
Chief Executive Officer Chief Financial Officer
DIN: 07376258 DIN: 06360031
Date: April 27 2022 Place: Mumbai

.