DiGiSPICE merger awaits NCLT approval and trust share disposal

DiGiSPICE Technologies Limited’s proposed merger of Spice Money Limited, E-Arth Travel Solutions Private Limited and Vikasni Fintech Private Limited remains ineffective as of September 30, 2026, despite shareholder approval on July 13, 2026, because National Company Law Tribunal approval, other regulatory approvals and disposal of 2,60,67,843 trust-held shares are still required.

What merger has DiGiSPICE proposed?

DiGiSPICE has proposed to amalgamate three existing subsidiaries, Spice Money Limited, E-Arth Travel Solutions Private Limited and Vikasni Fintech Private Limited, into DiGiSPICE under Sections 230 and 232 of the Companies Act, 2013. The board approved the Scheme of Amalgamation on August 8, 2024, identifying DiGiSPICE as the transferee company and the three subsidiaries as transferor companies.

The proposed structure would eliminate the separate legal existence of the three transferor companies after the Scheme becomes effective. Their business operations would then continue under DiGiSPICE. The filing places the transaction within the group’s previously disclosed strategy shift: on April 7, 2023, the board approved an in-principle exit from Digital Technology Services to focus on Financial Technology Services, mainly through Spice Money and other group entities.

What approvals has DiGiSPICE received for the merger?

DiGiSPICE has secured shareholder approval and exchange observations, but not the final tribunal approval required for the Scheme to take effect. BSE Limited issued an observation letter with “no adverse observations” on September 18, 2025, while National Stock Exchange of India Limited issued a letter recording “no objection” on September 19, 2025.

The National Company Law Tribunal subsequently ordered that a meeting of DiGiSPICE equity shareholders be convened. That meeting took place on July 13, 2026, and shareholders approved the Scheme. DiGiSPICE then filed its second-motion petition with the National Company Law Tribunal on July 24, 2026. The sequence means the Scheme has progressed beyond board, stock-exchange and shareholder stages, but remains before the tribunal approval stage.

What still prevents the DiGiSPICE merger becoming effective?

DiGiSPICE states that the Scheme is conditional on approval by the National Company Law Tribunal and regulatory authorities, as well as disposal of equity shareholding in DiGiSPICE held by the Independent Non-Promoter Trust and the Independent Non-Promoter (Spice Employee Benefit) Trust. Shareholder consent alone therefore does not complete the legal consolidation.

The filing reports that the two trusts held 2,60,67,843 DiGiSPICE equity shares with a face value of Rs 7.82 crore as of September 30, 2026. For financial-reporting purposes, DiGiSPICE reduced reported paid-up equity share capital by that Rs 7.82 crore amount under its conservative interpretation of Indian Accounting Standard 32. The stated disposal condition is distinct from the National Company Law Tribunal petition and remains an express prerequisite for the Scheme.

DiGiSPICE does not disclose a National Company Law Tribunal hearing date, expected approval date, share-disposal timetable or completion date in its November 3, 2026 results filing. The filing also does not say whether any additional regulator has issued final approval. The disclosed record therefore establishes a pending approval process rather than a completed merger.

How do DiGiSPICE results treat the proposed merger?

DiGiSPICE presented both standalone and consolidated results for the quarter and half year ended September 30, 2026 without giving effect to the Scheme. Spice Money, E-Arth Travel Solutions and Vikasni Fintech therefore remain subsidiaries in the consolidated accounts, while the standalone accounts continue to exclude the proposed legal merger.

On a consolidated basis, DiGiSPICE reported Financial Technology Services revenue of Rs 118.60 crore for the quarter ended September 30, 2026, compared with Rs 124.58 crore a year earlier. The segment is identified as Spice Money in the segment disclosures. Consolidated profit after tax was Rs 8.88 crore for the September 2026 quarter, compared with Rs 7.16 crore in the September 2025 quarter, while discontinued operations recorded a Rs 64.65 lakh loss before tax.

For the half year ended September 30, 2026, Financial Technology Services revenue was Rs 226.35 crore, down from Rs 248.34 crore in the corresponding prior-year period. However, segment profit before exceptional items, interest and tax rose to Rs 27.96 crore from Rs 23.94 crore. The reported figures show that the principal operating business is already consolidated financially, whereas the Scheme would change the legal structure only after all stated conditions are met.

Why does the discontinued business matter to the DiGiSPICE merger?

DiGiSPICE completely discontinued Digital Technology Services operations on July 1, 2024, except for assets held for sale or disposal. The group has consequently classified that business as discontinued operations, separating it from the Financial Technology Services activity that management identified as the strategic focus in the April 2023 repositioning decision.

For the quarter ended September 30, 2026, discontinued operations generated total income of Rs 18.18 lakh and total expenses of Rs 82.83 lakh, producing a pre-tax loss of Rs 64.65 lakh. In contrast, the Financial Technology Services segment generated Rs 118.60 crore of revenue. The proposed merger concerns subsidiaries operating within the group structure while DiGiSPICE continues its disclosed transition away from the discontinued business.

Conclusion

DiGiSPICE has cleared procedural steps for the amalgamation, including stock-exchange observations, a National Company Law Tribunal-directed shareholder meeting and shareholder approval on July 13, 2026. Yet the merger is not effective: DiGiSPICE continues to report results without Scheme adjustments, and Spice Money, E-Arth Travel Solutions and Vikasni Fintech remain subsidiaries in the reported consolidated structure.

The next disclosed items to watch are a National Company Law Tribunal order on the second-motion petition filed July 24, 2026, any remaining regulatory approvals, and disposal of DiGiSPICE shares held by the two named trusts. Only after those conditions are met will the transferor companies cease to exist and their operations continue legally within DiGiSPICE.