Digispice Technologies , a technology company listed on the National Stock Exchange of India (NSE), has received a significant boost for its proposed merger plan. The company announced that it has obtained a no-objection observation letter from the NSE for its scheme of amalgamation with three companies: Spice Money Limited, E-Arth Travel Solutions Private Limited, and Vikasni Fintech Private Limited.

Key Details of the NSE Approval

The NSE's observation letter, dated September 19, 2025, paves the way for Digispice Technologies to file the draft scheme with the National Company Law Tribunal (NCLT). This approval is a crucial step in the company's strategic restructuring plans, potentially reshaping its business landscape.

Conditions Attached to the Approval

The NSE's green light comes with several important conditions that Digispice Technologies must adhere to:

1. Disclosure Requirements: The company must disclose all details of ongoing adjudication, recovery proceedings, prosecutions, and any other enforcement actions against the company, its promoters, and directors.

2. Information Update: Any additional information submitted after filing the scheme must be displayed on the websites of both the company and the stock exchanges.

3. Regulatory Compliance: Digispice Technologies is required to comply with all applicable SEBI circulars and ensure that the liabilities of the transferor companies are transferred to the transferee company.

4. Financial Information: The financials considered in the scheme, including those used for valuation reports, should not be more than six months old.

5. Shareholder Approval: The scheme requires approval from public shareholders, with votes in favor exceeding those against.

6. Demat Form: The proposed equity shares to be issued under the scheme must be in dematerialized form only.

Timeline and Next Steps

The observation letter from NSE is valid for six months from September 19, 2025. Within this period, Digispice Technologies must submit the scheme to the NCLT. The company's Company Secretary and Compliance Officer, Ruchi Mehta, confirmed that the scheme remains subject to other regulatory approvals and conditions.

Implications for Shareholders

This development is significant for Digispice Technologies' shareholders, as it represents a major step towards corporate restructuring. The merger, if approved, could potentially lead to synergies and operational efficiencies across the involved entities. However, shareholders should note that the final implementation of the scheme is contingent upon various regulatory approvals and the outcome of the shareholder voting process.

Digispice Technologies has stated that it will upload the NSE observation letter on its website, ensuring transparency and keeping stakeholders informed about this crucial corporate action.

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.