Digispice Technologies Ltd

DiGiSPICE Technologies Limited - Trading Window closed from Oct 1, 2026; reopen two days after Board Meeting to consider results for the quarter and half year ending Sep 30, 2026

AGM Details

• AGM held on 22 September 2026 at 11:00 AM via VC/OAVM.
• Record date for voting: 15 September 2026.
• Remote e-voting period: 18–21 September 2026.

Key Resolutions

• Resolution 1 (Ord): Adopt standalone and consolidated financial statements and reports.
• Resolution 2 (Ord): Reappoint director by rotation.
• Resolution 3 (Ord): Appoint Whole-time Director.
• Resolution 4 (Spec): One-time ex-gratia payment to a director.

Voting Results

• Resolution 1 approved with near-unanimous support; 100% in favour, 0% against.
• Resolution 2 approved; 99.9993% in favour, 0.0007% against.
• Resolution 3 approved; 99.9999% in favour, 0.0001% against.
• Resolution 4 approved; 99.9993% in favour, 0.0007% against.

Dividend

• No dividend proposed or declared.

Director Changes

• Appointment of a Whole-time Director approved.
• Reappointment by rotation of a director approved.

Other Approvals

• Special resolution approved ex-gratia payment to a director.

AGM Details

• Date and time: 22 September 2026 at 11:00 AM.
• Mode: VC/OAVM (Video Conferencing/Other Audio-Visual Means).

Key Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements and reports.
• Ordinary: Re-appointment of Dilip Kumar Modi by rotation.
• Ordinary: Appointment of Pankaj Arora as Whole-time Director.
• Special: One-time ex-gratia payment to Rohit Ahuja.
• Voting results expected to be announced within two working days.

Option grant details

• Nomination and Remuneration Committee approved grant of 400,000 ESOPs under DTL ESOP Plan 2018 on Sep 15, 2026.
• Total shares covered: 400,000; exercise price Rs 16.87 per share.
• Vesting: 40% end of Year 1, 30% end of Year 2, 30% end of Year 3.
• Exercise period as per DTL ESOP Plan 2018.
• Options carry right to subscribe equal number of equity shares of Rs 3 each.

Meeting Details

• Date and time: Friday, 11 September 2026, 10:00 AM–4:00 PM.
• Mode/Type: Physical and Virtual; one-on-one and/or Group meetings.
• Event: Pre Meeting Intimation of Investors/Analysts Meet.
• Organiser: DiGiSPiCE Technologies Limited.

Participants

• Key company participant: Whole-time Director & Company Secretary.

Purpose

• Purpose: investor/analyst interaction based on publicly available information.

AGM details

• 38th AGM on Sep 22, 2026 at 11:00 AM via VC/OAVM.
• Remote e-voting available Sep 18–21, 2026.
• AGM Notice and Annual Report 2025-26 available on company site and NSDL/BSE/NSE.
• Voting eligibility cut-off date: Sep 15, 2026.

Regulatory updates

• SEBI Master Circular requires physical shareholders to update PAN, email, mobile, signatures, and bank details with the RTA.
• RTA forms ISR-1, ISR-2, SH-13, SH-14, and ISR-3 are for updates.
• Dividend payments will be electronic; unupdated physical shareholders' dividends will be withheld.

Shareholder actions

• Demat holders should update their DP with bank details to enable electronic dividends.
• Physical copies of AGM Notice and Annual Report available on request.

Financial performance

• Consolidated revenue from operations: 46,464.56 Lakhs for FY2025-26, up from 44,847.55.
• Profit after tax (consolidated): 1,926.20 Lakhs; notable improvement from prior year.
• Operating margin: 8.00%; net margin: 5.19%.
• Consolidated EPS (basic): Rs 0.81; diluted: Rs 0.81.
• Net debt: (14,001.96) Lakhs; gearing: Nil.
• Cash and cash equivalents: 22,366.94 Lakhs; total assets: 80,616.12 Lakhs; total equity: 23,648.84 Lakhs.
• Dividend declared/recommended for FY2025-26: none.

Spice Money operating highlights

• Spice Money network: 1.7 million Adhikaris; 2.57 lakh villages; nearly 4 lakh monthly active Adhikaris.
• FY26 GTV: Rs 1.28 lakh crore; off-us AePS market share 18.41%.
• UPI Cash Point annual run-rate: Rs 3,500 crore.
• Loans disbursed FY26: Rs 540 crore; Gold loans Rs 334 crore.
• CASA accounts opened: 16.52 lakh; float balances Rs 305 crore.
• BBPS GTV: Rs 5,700 crore; BBPS adopted by 26% of active Adhikaris.
• Insurance: over 34,000 policies sold; cross-sell momentum.

Capital structure & liquidity

• Net debt negative; gearing nil.
• Cash balance and bank deposits: Rs 22,366.94 Lakhs.
• Total equity: Rs 23,648.84 Lakhs; equity share capital Rs 6,252.09 Lakhs.
• Dividend policy: no dividend for FY2025-26.

Governance & risk flags

• Board size seven; independent directors meetings held; governance robust.
• One subsidiary reported a material weakness in agent credit controls; remediation underway.
• Secretarial audit: no material qualifications; compliance maintained.

Corporate actions

• Scheme of Amalgamation: Spice Money, E-Arth Travel, Vikasni Fintech to merge into DiGiSPICE; NCLT process ongoing.
• Appointment: Pankaj Arora named Whole-time Director from Aug 1, 2026.
• Rohit Ahuja ceased as Executive Director on May 4, 2026.

Subsidiaries & group

• Spice Money Limited (India) is material subsidiary; 98.77% equity stake.
• Other key subsidiaries: Spice VAS Africa, Omnia Pte. Ltd., Spice Digital Bangladesh, S Global Services Pte. Ltd., etc.
• Spice Money contributed the majority of fintech momentum; group footprint across multiple geographies.

Outlook & risks

• Labour code changes led to exceptional items; ongoing assessment and accounting implications.
• Regulatory and cyber risks remain; growth tied to fintech regulation and compliance.