DiGiSPICE Technologies Limited (DTL) has taken a significant step forward in its corporate restructuring plans, receiving a no-adverse observations letter from the BSE Limited for its proposed scheme of amalgamation. The scheme involves the merger of Spice Money Limited, E-Arth Travel Solutions Private Limited, and Vikasni Fintech Private Limited into DiGiSPICE Technologies Limited.

Key Details of the Merger Scheme

The BSE's observation letter outlines several conditions set by the Securities and Exchange Board of India (SEBI) that must be met for the scheme to proceed:

1. Disclosure Requirements: DiGiSPICE must disclose all details of ongoing adjudication, recovery proceedings, prosecutions, and other enforcement actions against the company, its promoters, and directors to the National Company Law Tribunal (NCLT) and shareholders.

2. Compliance with Regulations: The company must ensure compliance with SEBI circulars and the Master Circular, including the transfer of all liabilities from the transferor companies to the transferee company.

3. Shareholder Approval: The scheme must receive more votes in favor from public shareholders than against it, as per SEBI regulations.

4. Financial Considerations: The financials used in the scheme and for valuation reports must not be more than six months old.

5. Mandatory Demat Form: Any proposed equity shares to be issued under the scheme must be in dematerialized form only.

Implications and Next Steps

The BSE's letter is valid for six months, during which DiGiSPICE Technologies must submit the scheme to the NCLT. This merger is expected to streamline operations and potentially create synergies among the involved companies.

Ruchi Mehta, Company Secretary & Compliance Officer of DiGiSPICE Technologies Limited, confirmed the receipt of the observation letter in a filing to the stock exchanges. The company emphasized that the scheme remains subject to applicable regulatory and other approvals.

Investor Considerations

Shareholders and potential investors should note that the merger's success depends on meeting all regulatory requirements and obtaining necessary approvals. The company is required to provide detailed disclosures, including the impact of the scheme on revenue-generating capacity, rationale, and a cost-benefit analysis, to help shareholders make informed decisions.

This merger represents a strategic move by DiGiSPICE Technologies to potentially enhance its market position and operational efficiency in the digital and fintech sectors.

Digispice Technologies , a leading player in the financial technology services sector, has reported its unaudited financial results for the first quarter. The company's performance shows a mixed picture, with strong growth in its core Financial Technology Services segment but continued losses in its discontinued operations.

Consolidated Financial Highlights

• Revenue from operations increased to Rs. 12,375.66 lakhs, up from Rs. 10,982.78 lakhs in the same quarter last year.
• Total income rose to Rs. 12,932.03 lakhs, compared to Rs. 11,719.22 lakhs in the previous year's corresponding quarter.
• Profit after tax stood at Rs. 693.24 lakhs, a significant improvement from Rs. 24.19 lakhs in the corresponding quarter of the previous year.
• Earnings per share (EPS) for continuing operations improved to Rs. 0.30, up from Rs. 0.19 in the previous year's quarter.

Segment Performance

The Financial Technology Services segment, operated through Spice Money, continued to be the primary growth driver for Digispice Technologies:

Discontinued Operations

The company's Digital Technology Services business, which was discontinued on July 1, 2024, reported a loss of Rs. 8.16 lakhs for the quarter. This is an improvement from the loss of Rs. 423.64 lakhs reported in the same quarter of the previous year.

Strategic Developments

During the quarter, Digispice Technologies made several strategic moves:

1. The company acquired an additional 1.94% stake in its subsidiary, Spice Money Limited, for Rs. 449.90 lakhs on April 25, 2025.
2. Spice Digital FZCO, a step-down subsidiary, was wound up and dissolved on April 18, 2025.
3. The Board of Directors decided not to proceed with the previously proposed acquisition of SpiceBulls Investments Limited, a Non-Banking Financial Company.

Management Commentary

Rohit Ahuja, Whole-time Director of Digispice Technologies Limited, commented on the results: "We are pleased with the strong performance of our Financial Technology Services segment, which continues to drive our growth. The increased revenue and profitability demonstrate the success of our strategic focus on fintech opportunities through Spice Money. We remain committed to enhancing shareholder value and capitalizing on the growing digital financial services market in India."

Outlook

With the continued growth in its core Financial Technology Services segment and the winding down of its discontinued operations, Digispice Technologies appears well-positioned to focus on its strengths in the fintech space. The company's strategic initiatives, including the increased stake in Spice Money, suggest a clear focus on expanding its presence in the digital financial services sector.

Investors and analysts will have the opportunity to discuss these results and future prospects with the senior management team during a conference call scheduled for August 14, 2025, at 11:00 AM IST.