DiGiSPICE Technologies Limited has filed a joint application with the National Company Law Tribunal (NCLT) Delhi Bench on March 7, 2026, for its scheme of amalgamation by way of merger involving four companies. The application represents a significant step forward in the company's consolidation strategy.

Merger Structure and Participating Companies

The scheme of amalgamation involves DiGiSPICE Technologies Limited as the transferee company, with three companies merging into it:

The merger will consolidate the operations and assets of all four entities under DiGiSPICE Technologies Limited, creating a unified corporate structure.

Filing Details and Timeline

The joint application was submitted to the NCLT Delhi Bench with specific timing details:

The company has indicated that physical filing of the application with the NCLT Delhi Bench will be completed in due course, following the electronic submission.

Regulatory Compliance and Previous Communications

This filing follows a series of earlier communications to the stock exchanges regarding the merger scheme. The company has maintained regular disclosure under Regulation 30 of the SEBI Listing Regulations, with previous updates dated:

• August 8, 2024
• September 27, 2024
• November 14, 2024
• September 1, 2025
• September 18, 2025
• September 19, 2025

Pending Approvals and Conditions

The scheme remains subject to several regulatory and statutory requirements that must be fulfilled before completion. The merger is contingent upon obtaining necessary approvals from multiple stakeholders and authorities.

Key pending requirements include approvals from the NCLT, other competent regulatory authorities, and respective shareholders and creditors of all companies involved in the amalgamation. The company has noted that shareholder and creditor meetings may be subject to any dispensations that might be granted by the NCLT during the approval process.

The company has confirmed that this update has been uploaded to its official website and communicated to both BSE Limited and National Stock Exchange of India Limited as part of its disclosure obligations.

DIGISPICE Technologies Limited announced its financial results for the quarter ended December 31, 2025, revealing a mixed performance with revenue declining but profitability metrics showing significant improvement. The company conducted an investor presentation on February 19, 2026, highlighting its progress across various fintech services and strategic initiatives.

Financial Performance Overview

The company reported revenue of ₹109.12 Cr for Q3FY26, representing a 3.4% decline compared to the same quarter in the previous year. Despite the revenue dip, DIGISPICE demonstrated remarkable improvement in profitability metrics with EBIT growing 3.3x year-on-year to ₹9.27 Cr.

Gross margin percentage on revenue improved significantly to 47.1% in Q3FY26 from 38.9% in Q3FY25, reflecting enhanced operational efficiency and cost optimization measures.

Business Segment Performance

AEPS Services Growth

The Aadhaar Enabled Payment System (AEPS) segment demonstrated strong performance with GTV growing 13.2% year-on-year to ₹15,065 Cr. More importantly, DIGISPICE's market share in Off-Us AEPS increased to 18.64%, up 9% year-on-year, establishing the company as a market leader in this segment.

Collections Business Challenges

The Cash Management Services (CMS) segment faced headwinds with GTV declining 2.62% year-on-year to ₹10,533 Cr. This decline was primarily attributed to reduced business from one opportunity client and a broader slowdown across the MFI and NBFC industry. However, the company onboarded 4 new partners during the quarter, expanding its enterprise base to 78 partners.

BBPS Steady Growth

Bharat Bill Payment System (BBPS) services showed consistent growth with GTV increasing 8.2% year-on-year to ₹1,461 Cr. The segment demonstrated improving customer retention with repeat customer percentage reaching 61.4%, indicating stronger customer loyalty and engagement.

Strategic Initiatives and Product Expansion

DIGISPICE launched several new products and partnerships during Q3FY26. The company introduced insurance offerings including Shop Insurance and Mobile Screen Protection, with an additional 5+ insurance products in the pipeline. The FD-backed Credit Card partnership with Zet delivered over 2,500 credit cards, while the company plans to roll out a 24K Gold savings product with Jar.

Credit Operations Progress

The credit business showed significant momentum with disbursements growing 108% year-on-year to ₹122 Cr. The company disbursed 3,429 loans worth ₹19.02 Cr in Q3FY26, representing 73% growth in loan count and 2.5x growth in value year-on-year. Management indicated that credit operations are approaching breakeven with improving unit economics.

Management Commentary and Strategic Vision

During the earnings call, Chairman Dilip Modi emphasized the company's commitment to building a comprehensive financial services platform for Bharat. He highlighted three key pillars of the Spice Bharat Stack: Agent Platform, Consumer Platform, and Lending Platform. Modi noted that the company is approaching a stage of operating leverage, with indirect costs remaining stable while gross margins continue to improve.

The management outlined plans to launch UPI Cash Point services, enabling customers to withdraw cash using UPI at agent locations. This initiative aims to capitalize on the growing UPI penetration across the country and provide additional revenue streams for the agent network.

Network Expansion and Customer Base

DIGISPICE's agent network expanded to over 1.64 million registered agents as of December 31, 2025, covering 255,000+ small towns across 6,486 blocks. The platform serves over 27 million customers monthly, with the company maintaining its position as a leading fintech platform for rural and semi-urban markets. The CASA business showed strong growth with 1.51 million total accounts opened (lifetime) and float balance increasing 44% year-on-year to ₹260+ Cr.

Outlook and Future Strategy

The company is focusing on strengthening its foundation through execution, product innovation, and customer ownership for sustainable long-term growth. Key priorities include expanding the credit business, scaling insurance and investment products, and deepening API integrations with enterprise partners. DIGISPICE aims to leverage its extensive agent network and customer base to drive cross-selling opportunities across its financial services ecosystem. Management expressed confidence in building India's largest assisted ATM network and establishing a comprehensive financial distribution grid for Bharat.