NCLT Orders DiGiSPICE Technologies to Convene Shareholder Meeting for Amalgamation Scheme
The National Company Law Tribunal (NCLT), Principal Bench, New Delhi, has issued an order dated April 22, 2026, directing DiGiSPICE Technologies Limited to convene a meeting of its equity shareholders through video conferencing or other audio visual means. The meeting will consider the Scheme of Amalgamation involving DiGiSPICE Technologies Limited as the transferee company and Spice Money Limited, E-Arth Travel Solutions Private Limited, and Vikasni Fintech Private Limited as transferor companies. The Tribunal has dispensed with the requirement of convening meetings for shareholders and secured and unsecured creditors of the three transferor companies based on consent affidavits received from requisite stakeholders. The Scheme proposes a share exchange ratio of 126 equity shares of INR 3 each fully paid-up of DiGiSPICE Technologies Limited for every 100 equity shares of INR 10 each fully paid-up held in Spice Money Limited. The Board of Directors of all applicant companies approved the proposed Scheme on August 8, 2024, with valuation report issued by Resonate Valutech LLP and fairness opinion by D & A Financial Services (P) Ltd. RBI issued a no-objection dated July 9, 2025, and observation letters were received from BSE on September 18, 2025, and NSE on September 19, 2025.
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The National Company Law Tribunal (NCLT), Principal Bench, New Delhi, has issued an order dated April 22, 2026, directing digispice technologies to convene a meeting of its equity shareholders through video conferencing or other audio visual means. The meeting will consider the Scheme of Amalgamation involving DiGiSPICE Technologies Limited as the transferee company and Spice Money Limited, E-Arth Travel Solutions Private Limited, and Vikasni Fintech Private Limited as transferor companies.
The Tribunal has dispensed with the requirement of convening meetings for shareholders and secured and unsecured creditors of the three transferor companies. This decision was based on consent affidavits received from requisite stakeholders. For Transferor Company 1 (Spice Money Limited), consent affidavits were received from equity shareholders representing 98.77% in value, 100% of preference shareholders, secured creditors representing 96.38% in value, and unsecured creditors representing 90.17% in value. Transferor Companies 2 and 3 had nil secured creditors, and their shareholders and unsecured creditors provided requisite consents.
Share Exchange Ratio and Capital Structure
The Scheme proposes a share exchange ratio of 126 equity shares of INR 3 each fully paid-up of DiGiSPICE Technologies Limited for every 100 equity shares of INR 10 each fully paid-up held in Spice Money Limited. The authorized and issued capital details of all four companies are as follows:
| Company | Authorized Share Capital | Issued, Paid Up and Subscribed Share Capital |
|---|---|---|
| Transferor Company 1 | 6,70,00,000 Equity Shares of INR 10 each (Rs. 67,00,00,000) 3,30,00,000 Preference Shares of INR 10 each (Rs. 33,00,00,000) |
4,40,02,975 Equity Shares of INR 10 each (Rs. 44,00,29,750) 8,69,030 Class B Equity Shares of INR 10 each (Rs. 86,90,300) 1,30,00,000 Preference Shares of INR 10 each (Rs. 13,00,00,000) |
| Transferor Company 2 | 150,000 Equity Shares of INR 10 each (Rs. 1,500,000) | 15,000 Equity Shares of INR 10 each (Rs. 150,000) |
| Transferor Company 3 | 50,000 Equity Shares of INR 10 each (Rs. 500,000) | 10,000 Equity Shares of INR 10 each (Rs. 100,000) |
| Transferee Company | 41,35,00,000 equity shares of INR 3 each (Rs. 124,05,00,000) | 23,44,71,106 equity shares of INR 3 each (Rs. 70,34,13,318) |
Meeting Appointments and Procedures
The NCLT appointed Mr. Ashutosh Gupta, Advocate, as Chairperson and Mr. Suman Kumar Jha, Advocate, as Alternate Chairperson for the equity shareholder meeting of DiGiSPICE Technologies Limited. Ms. CS Aditi Agarwal has been appointed as Scrutinizer. The Chairperson's fee is set at Rs 2,00,000, the Alternate Chairperson's fee at Rs 1,50,000, and the Scrutinizer's fee at Rs 1,00,000, plus reimbursement of incidental expenses.
The quorum for the meeting shall not be less than 75% of equity shareholders in value. If the quorum is not present at the commencement, the meeting will be adjourned by 30 minutes, after which the equity shareholders present shall constitute the quorum. Notice of the meeting must be published in Financial Express (English, Delhi Edition) and Jansatta (Hindi, Delhi Edition) with at least 30 clear days before the meeting.
Regulatory Compliance
The Board of Directors of all applicant companies approved the proposed Scheme of Amalgamation on August 8, 2024. The valuation report was issued by Resonate Valutech LLP on August 8, 2024, and the fairness opinion by D & A Financial Services (P) Ltd. on August 9, 2024. RBI issued a no-objection dated July 9, 2025, and observation letters were received from BSE on September 18, 2025, and NSE on September 19, 2025. The companies have stated that there is no requirement for notice to or approval from the Competition Commission of India.
Historical Stock Returns for Digispice Technologies
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +1.15% | +11.93% | +27.79% | -18.71% | +4.59% | -41.27% |
How will the amalgamation impact DiGiSPICE Technologies' market position in the fintech and digital services sector?
What synergies are expected from combining Spice Money's payment services with DiGiSPICE's technology platform?
Will the significant increase in DiGiSPICE's share capital post-merger affect its stock liquidity and trading patterns?
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