DigiSpice Technologies Ltd

DigiSpice Technologies Ltd

Spice Mobility Ltd a part of Spice Group is a multi-faceted group with an exclusive telecom eco-system in India. The company is engaged in the Telecommunications-Mobile business and Information Technology business. Telecommunications-Mobiles segment represents the business of trading in mobile handsets and Information Technology business represents the business of manufacturing trading installation/erection and networking of computer hardware including maintenance and servicing thereof. Spice Mobility Ltd was incorporated on December 1986 with the name Modi Olivetti Ltd. The company was established to manufacture minicomputers and microprocessors based system in collaboration with Ing C Olivetti & C. S.p.A of Italy. In October 1989 the company came out with their maiden public issue to part-finance their project to manufacture and market mini computers / microprocessor-based systems at Rampur Uttar Pradesh. In January 1 1990 they commenced commercial production at their Rampur Plant. In April 23 1999 the joint venture agreement with Ing C Olivetti & C. S.p.A. was terminated and the name of the company was changed from Modi Olivetti Ltd to MOL India Ltd with effect from August 23 1999. In the year 2000 the name of the company was further changed from MOL India Ltd to Spice Net Ltd with effect from December 5 2000.In March 24 2004 the company acquired 50.11% shares in Graphtech India Ltd an unlisted public limited company in the similar line of business. Thus Graphtech India Ltd became a subsidiary company.During the year 2004-05 the company their business avenues and diversified their activities to include Mobile Handsets business. For that they established industrial undertaking at Baddi Himachal Pradesh. Since the name of the company was not reflecting the business activities being pursued by the company; they changed the name from Spice Net Ltd to Spice Ltd with effect from July 4 2005.During the year 2005-06 the company divested their entire stake in their subsidiary Graphtech India Ltd. Thus Graphtech India Ltd ceased to be a subsidiary company.In the year 2007 the company changed their name from Spice Ltd to Spice Mobiles Ltd with effect from April 26 2007 in order to reflect the core business activity pursued by the company (ie) Mobile Handsets business. The company decided to discontinue the Information Technology (IT) business.During the year 2008-09 the company introduced 3G handsets and plants to introduce more handsets once the operators start the service. They also launched innovative products for CDMA customers. They started their operations in Nepal. Also as a part their global strategy they will shortly be expanding to other markets like Bangladesh & Africa. The name of the company was changed from Spice Mobiles Ltd to Spice Mobility Ltd with effect from June 07 2010. Also the company decided to amalgamate Spice Televentures Pvt Ltd with the company with effect from January 01 2010. During the year 2009-10 the Company commenced manufacturing of Mobile Handsets at the factory premises of the Company situated at Baddi Himachal Pradesh. With this the Company became the first Indian Mobile Phone brand to commence local manufacturing and tap a larger share of Mobile Handsets in India. Spice Televentures Private Limited (STPL) made an open offer to the equity shareholders of the Company and post closure of the open offer by STPL and d acquisition of entire shareholding of other promoters STPL held 63.25% of the paid up capital of the Company and consequently became the Holding Company of the Company w.e.f. 11th July 2009. The Scheme of Amalgamation entailing merger between Spice Televentures Pvt. Ltd.(the Holding Company) and DigiSpice Technologies Ltd (Earlier known Spice Mobility Limited) (the Company) was made effective from 1st January 2010 the Appointed Date. On becoming effective the Scheme of Amalgamation of STPL with Company all the subsidiaries of STPL i.e. Spice Digital Limited (and its subsidiaries namely Mobisoc Technology Pvt Ltd. Spice Labs Pvt Ltd. Spice Mobile VAS Pte. Ltd. Spice VAS (Africa) Pte. Ltd. and Spice Digital Nigeria Ltd.) Spice Distribution Limited and Hindustan Retail Private Limited (and its subsidiaries namely Spice Retail Limited and Cellucom Retail India (P) Ltd.) became subsidiaries of the Company. Consequent to the merger the Company launched smart phones and integrating business of Mobility offering Devices Mobile VAS Digital lifestyle Retail and Mobile Internet Applications under one umbrella of S Mobility Limited in 2011. The name of Company was changed from Spice Mobility Limited to S Mobility Limited effective from 7th June 2011. Since then the Company acquired 100% stake in Kimman Exports Pvt. Ltd. and incorporated a wholly owned subsidiary in the name of S Mobility (HK) Ltd. in Hongkong. The Company sold 90% stake in Spice Distribution Limited to Hindustan Retail Private Limited another 100% subsidiary of the Company. Spice Digital Ltd. a subsidiary of the Company acquired 100% stake in Beoworld Sdn. Bhd. through its subsidiary Spice Mobile VAS Pte. Ltd and 80% stake in Spice VAS Kenya Limited through Spice VAS Africa Pte. Ltd. a step down subsidiary of Spice Digital Limited. Spice VAS Africa Pte Limited incorporated Spice VAS Uganda Ltd. with 75% stake and Spice VAS Ghana Ltd. as 100% wholly owned subsidiary in 2011.During year 2012 Spice Global Investments Private Limited transferred entire shareholding in the Company to wholly owned subsidiary Company S i2i Mobility Private Limited and accordingly S i2i Mobility Private Limited became the holding Company of Company. The Company incorporated a wholly owned subsidiary in the name of S Mobility Pte. Limited in Singapore. Spice VAS (Africa) Pte. Limited a step down subsidiary of the Company acquired Spice VAS Zambia Limited Spice VAS Tanzania Limited and Spice Digital South Africa Pty Limited as its subsidiaries and accordingly these three Companies became step down subsidiaries of the Company. Hindustan Retail Private Limited a Subsidiary of the Company incorporated a wholly owned subsidiary in the name of S Retail Middle East FZE. Further Hindustan Retail Private Limited acquired entire share capital of Spice Online Retail Private Limited and consequently this Company was made a step down subsidiary of Company. On 10th July 2012 the Scheme of Amalgamation for merger of Spice Distribution Limited with Spice Retail Limited (both subsidiaries of the Company) was made effective from 31st July 2012. During the year 2012-13 Spice Digital Limited a Subsidiary of the Company subscribed for 100% equity (except one share) in Spice Digital Bangladesh Limited. Accordingly this Company became a step down subsidiary of the Company. The Mobile Handset business of the Company was transferred to Spice Retail Limited (SRL) a Wholly Owned Subsidiary of the Company as a going concern w.e.f. 1st July 2013 through slump sale during 2013-14. Spice Digital Limited a subsidiary of the Company acquired 26% stake in Vavia Technologies Private Limited 38.53% stake in Anytime Learning Private Limited and 26% stake in Creative Functionapps Labs Private Limited. Consequent to the said acquisitionsthese companies became Associate Companies of Spice Digital Limited during 2014-15. The Board of directors had approved the proposals received from Spice Retail Limited a step down subsidiary company and its subsidiary Cellucom Retail India Private Limited for the sale/ transfer of their Retail business and operations as a going concern by way of slump sale or otherwise to another subsidiary of the Company. Accordingly the said businesses and operation were transferred as a going concern to Hotspot Sales & Solutions Private Limited another subsidiary company by way of slump sale effective from 1st June 2016. During the year 2015-16 S Mobile Devices Limited ceased to be a subsidiary of the Company consequent to a Joint Venture Agreement entered into among the Company Itel Mobile Limited and Cloud Ranger Limited. Pursuant to the said JV Agreement Itel Mobile Limited and Cloud Ranger Limited acquired 75% and 5% stake respectively in that company. Spice Digital Limited (SDL) a subsidiary of the Company acquired 26% stake in Creative Functionapps Labs Private Limited and 22.54% stake in Sunstone Eduversity Private Limited. Consequent to the said acquisitions these Companies became Associate Companies of SDL. Further SDL acquired additional 0.01% stake in SpiceVAS (Africa) Pte. Limited Singapore through one of its subsidiaries S GIC Pte Limited Singapore taking its total stake to 69.63% in that Company.During 2016-17 the Company incorporated Spice IOT Solutions Private Limited as a wholly owned subsidiary transferred its entire stake in S Mobility Pte. Limited a wholly owned foreign subsidiary to S Global Services Pte. Limited Singapore a step down foreign subsidiary of SDL. Consequent to the said transfer S Mobility Pte. Limited became a step down foreign subsidiary of the Company. Spice Digital Limited (SDL) a subsidiary of the Company acquired additional 3.07% stake in Sunstone Learning Private Limited an associate Company taking its total stake to 41.61% in that Company. Further SDL divested its entire stake in Vavia Technologies Private Limited and resultant the stake decreased to 14.18% in Sunstone Eduversity Private Limited. Consequently both of them ceased to be associates of the Company. Spice Labs Private Limited a step down subsidiary made a strategic investment in Exponentially I Mobility LLP and became a partner with a profit sharing ratio of 28.47% in the said LLP. FZE had a subsidiary viz. S Retail General Trading LLC (LLC). Consequently both FZE and LLC have ceased to be subsidiaries of the Company. Spice VAS (Africa) Pte. Limited (SVA) a step down foreign subsidiary of SDL acquired 100% stake in SVA (Mauritius) Private Limited and S Global Services Pte. Limited (SGS) incorporated Omnia Pte. Limited. Consequently SVA (Mauritius) Private Limited and Omnia Pte. Limited became subsidiaries of the Company. SGS also incorporated a 100% subsidiary company i.e. Spice Digital FZCO in Dubai.Omniventures Private Limited (OVPL) was a wholly owned subsidiary of the Company and had two subsidiaries namely Spice Online Private Limited (SOPL) and Hotspot Sales & Solutions Private Limited (HSSPL) through which the Retail Business was being operated. The Board of Directors in December 2017 approved the sale of entire stake in OVPL and after obtaining the approval from the shareholders the Company exited from Retail Business. Consequently OVPL SOPL and HSSPL ceased to be the subsidiaries of the Company. During the year 2017-18 the Company acquired additional 10.78% stake in Spice Digital Limited (SDL) a subsidiary of the Company taking its total stake to 99.98% in that Company. The entire stake in Kimaan Exports Private Limited (KEPL) was sold to SDL and resultant KEPL became a step down subsidiary of the Company. SDL a subsidiary of the Company acquired the balance 0.10% stake in Mobisoc Technology Private Limited making it a 100% subsidiary of SDL and also acquired 30% stake in Luharia Technologies Private Limited which subsequent to the closure of Financial Year was sold by it. Further SDL divested its entire stake in Sunstone Eduversity Private Limited and Spice Labs Private Limited a step down subsidiary of the Company divested its entire stake in Exponentially I Mobility a Limited Liability Partnership (LLP). In 2018-19 through Comprehensive Scheme of Arrangement between Spice Mobility Limited (SML) Spice Digital Limited (SDL) Spice IOT Solutions Private Limited Mobisoc Technology Private Limited and Spice Labs Private Limited and their respective Shareholders and Creditors as approved by the Hon'ble National Company Law Tribunal New Delhi Principal Bench the assets and liabilities of Digital Technology Services (DTS) Business of SDL and the amalgamating companies Spice IOT Solutions Private Limited Mobisoc Technology Private Limited and Spice Labs Private Limited were transferred to and vested with the Company effective from June 01 2019 with the appointment date as 1st April 2017. The implementation of the said Scheme resulted into consolidation of similar businesses into SML making it a Digital Technology Service Business Company. Consequently two step down subsidiary companies S Global Services Pte. Limited Singapore (SGS) and Spice Digital Bangladesh Limited which were earlier subsidiaries of SDL and associates of SDL accordingly became direct subsidiaries/associates of the Company. After the implementation of the Scheme of Arrangement the DTS Business of SDL was demerged into the Company through which it launched digital initiatives under the DiGiSPICE brand. Accordingly to reflect the new business of Company in its name the name of Company was changed from Spice Mobility Limited to Digispice Technologies Limited effective on August 08 2019. Through Scheme of Arrangement Spice IOT Solutions Private Limited the wholly owned Subsidiary Company of the Company & Mobisoc Technology Private Limited and Spice Labs Private Limited the step down subsidiaries of Company through Spice Digital Limited (SDL) were amalgamated with Company. After allotment of shares to the shareholders of SDL as provided in the said Scheme SDL became a wholly owned subsidiary of Company w.e.f. June 14 2019. The Company incorporated `Digispice Nepal Private Limited' a wholly owned subsidiary company in Nepal effective on January 21 2019. Spice Digital Limited a subsidiary of Company divested its entire equity stake of 49% in Adgyde Solutions Private Limited (Adgyde). Consequently Adgyde ceased to be a joint venture and associate of Spice Digital Limited. Consequent to issue of shares by Ziiki Media SA (Pty) Ltd (formerly known as Spice Digital South Africa (Pty) Limited) the stake of Spice VAS (Africa) Pte. Limited (SVA) the step down subsidiary of Company in Ziiki has gone down to 49% and accordingly Ziiki ceased to be a subsidiary of SVA and has become an Associate. Spice VAS (Africa) Pte. Ltd. (SVA) a step down subsidiary of Company transferred its 100% stake in SVA (Mauritius) Pvt. Limited (SVAM). Accordingly SVAM has ceased to be a subsidiary of the Company.Spice Money Limited (SML) issued and allotted 869030 Class B Equity Shares of Rs. 10/- each (Approx. 2% of its share capital) and consequently SML ceased to be a wholly owned subsidiary in 2020-21. Digispice Ghana Limited a step down subsidiary of the Company allotted additional 32200 shares in Digispice Ghana Limited on 31st May 2021. Consequent to above allotment Digispice Ghana Limited ceased to be a 100% subsidiary of Spice VAS (Africa) Pte. Ltd. another step down subsidiary of the Company. The Company along with its subsidiary Spice Money Limited acquired entire share capital of ETSPL. Consequently ETSPL became a Subsidiary of the Company. The Company along with its material subsidiary SML acquired 15000 equity shares of E-Arth Travel Solutions Private Limited (ETSPL) in ratio of 2:1. Consequently ETSPL became a Subsidiary of the Company with effect from 6th August 2021.