NCLT Delhi Clears First Stage Of Digispice Merger With Subsidiaries, Orders Equity Shareholder Meet

The National Company Law Tribunal (NCLT) in New Delhi has issued directions at the first-motion stage in a scheme to merge three Digispice group entities into Digispice Technologies Ltd.

It found that the required consent thresholds had been met, allowing it to dispense with most meetings of shareholders and creditors. A separate meeting of the transferee company's equity shareholders, however, will still need to be held.

The order came on April 22, 2026, from a bench of Acting President Bachu Venkat Balaram Das and Technical Member Ravindra Chaturvedi.

It deals with a scheme involving Spice Money Limited, E-Arth Travel Solutions Private Limited, and Vikasni Fintech Private Limited as transferor companies, with Digispice Technologies Limited as the transferee.

According to the tribunal, the proposal under Sections 230 to 232 of the Companies Act is aimed at simplifying the group's structure. The plan is to fold the three subsidiaries into the listed parent so that the fintech business sits directly within Digispice.

The record shows that the boards of all the applicant companies signed off on the scheme on August 8, 2024.

Spice Money operates payment and financial distribution services, while E-Arth Travel Solutions is engaged in hospitality and travel bookings, and Vikasni Fintech provides credit evaluation technology and consultancy. All three are subsidiaries of Digispice, a listed IT and telecom services company.

The companies stated that the merger would reduce subsidiary layers, improve operational efficiency and “The Scheme will enhance value for shareholders of the listed entity by linking their stake directly to Fintech Business.”

The tribunal recorded that Spice Money secured consent from 98.77% of equity shareholders and 100% of preference shareholders, along with 96.38% of secured creditors and 90.17% of unsecured creditors. E-Arth and Vikasni received full shareholder consent, had no secured creditors, and obtained 91.61% and 96.86% consent respectively from unsecured creditors. Digispice had no secured creditors and 94.08% of unsecured creditors consented.

Observing that the "requisite threshold of consent under Section 230(9) of the Companies Act, 2013 has prima facie been met in respect of the classes for whom dispensation is sought, and, in cases where nil secured creditors are shown, the question of convening such meetings does not arise. The meeting of the equity shareholders of the Transferee Company, however, is sought to be convened"

However, it directed that a meeting of Digispice Technologies' equity shareholders be convened through video conferencing to consider the scheme and appointed Ashutosh Gupta, Advocate, as Chairperson; Suman Kumar Jha, Advocate, as Alternate Chairperson; and CS Aditi Agarwal as Scrutinizer.

The tribunal clarified that “the observations made herein are only for the purpose of the present first motion application and shall not be construed as an expression on the merits of the Scheme at the second motion stage.”