DiGiSPICE Technologies Hosts Shareholder Meeting for Merger involving Spice Money and other entities

DiGiSPICE Technologies Hosts Shareholder Meeting for Merger involving Spice Money and other entities

DiGiSPICE Technologies Hosts Shareholder Meeting for Merger involving Spice Money and other entities​

DiGiSPICE Technologies Limited has called a meeting of its equity shareholders to consider the Scheme of Amalgamation by way of merger. The company is merging with three transferor companies: Spice Money Limited, E-Arth Travel Solutions Private Limited, and Vikasni Fintech Private Limited.

The meeting is scheduled for Monday, July 13, 2026, at 11:00 a.m. (IST). As directed by the National Company Law Tribunal (NCLT), the meeting will be conducted through Video Conferencing (VC) or Other Audio Visual Means (OAVM).

Scheme Rationale and Structure​

The scheme involves the amalgamation of all three transferor companies into DiGiSPICE Technologies Limited. This process is intended to streamline the business structure, reduce the number of legal entities, and achieve economies of scale across the involved parties.

A key focus of the merger is the integration of the financial technology service business (Fintech Business), which is currently carried out by Spice Money under the brand name 'Spice Money'. Post-merger, DiGiSPICE will directly carry out this Fintech Business, providing greater flexibility and better positioning for future growth in the market.

The Board of Directors approved the Scheme on August 8, 2024. The rationale presented suggests that the merger will enhance value for shareholders by linking their stake directly to the growing Fintech business.

Financial Details and Valuations​

Independent valuations and fairness opinions have been conducted as part of the scheme process. M/s Resonate Valutech LLP was appointed as the Registered Valuer, while M/s D & A Financial Services (P) Limited provided the Fairness Opinion.

The valuation methodologies adopted included a relative valuation approach for DiGiSPICE Technologies Limited and other methods like Discounted Cash Flow (DCF) and Net Asset Value (NAV) for the transferor companies.

Key financial details pertaining to the merger are summarized below:

Transaction AspectDetails
ValuerM/s Resonate Valutech LLP (IBBI Registration No. IBBI/RV-E/06/2024/209)
Fairness Opinion IssuerM/s D & A Financial Services (P) Limited (Registration No. INM000011484)
Share Exchange Ratio126 Equity Shares of DiGiSPICE Technologies Ltd. for every 100 Equity Shares of Spice Money Limited

The amounts due to unsecured creditors across the involved companies as of November 30, 2025, are:

Company NameCreditor Amount (INR)
Transferor Company 1 (Spice Money Limited)1,76,50,486/-
Transferor Company 2 (E-Arth Travel Solutions Private Limited)1,61,713/-
Transferor Company 3 (Vikasni Fintech Private Limited)3,49,350/-
Transferee Company (DiGiSPICE Technologies Ltd.)1,57,14,786/-

Meeting Logistics and Voting​

The meeting is being held to seek the approval of the equity shareholders. The process involves both remote e-voting and voting during the meeting.

Key dates for the scheme and voting are as follows:

Event/TimelineDate / Time
Cut-off date for sending the Notice to eligible shareholdersJune 5, 2026
Cut-off date for determining eligibility for e-VotingMonday, July 6, 2026
Remote e-Voting start date and timeThursday, July 9, 2026 at 9:00 A.M. (IST)
Remote e-Voting end date and timeSunday, July 12, 2026 at 5:00 P.M. (IST)

The company has engaged NSDL for the remote e-voting facility, and Ms. Aditi Agarwal, Practicing Company Secretary, has been appointed as the scrutinizer to oversee the process.

Director and Relationship Details​

Details provided in the regulatory documents indicate that DiGiSPICE Technologies Limited holds the position of Holding Company over the three transferor companies. The scheme dictates that all permanent employees of the Transferor Companies will transition into becoming permanent employees (or equivalent) of the Transferee Company, ensuring no break or interruption in service upon the effective date.

DIGISPICE Stock Price Movement​

As of 1:13 PM, shares of DiGiSPICE Technologies Limited are edging higher to ₹20.67 as the stock gains 1.03% in live trading. The equity has traded within a tight range, moving from a low of ₹20.09 up to ₹20.7, with 31,664 shares transacted.
 

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Editorial Note

This news article was written and created by Karthik, and published on IST.
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