DIGISPICE TECHNOLOGIES LIMITED — AGM Information 2021

Sep 30, 2021

September 30, 2021

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BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G Block Dalal Street, Mumbai – 400 001 Bandra – Kurla Complex, Bandra (E) Scrip Code: 517214 Mumbai – 400 051 Scrip Code: DIGISPICE

Sub.: Proceedings of the 33[rd] Annual General Meeting of the Company

Dear Sir/Madam,

This is in continuation of our earlier letter dated 3[rd] September, 2021 regarding convening of 33[rd] Annual General Meeting of the Company on 30[th] September, 2021 through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) in compliance with Circular No. 02/2021 dated January 13,2021 read with Circular No. 20/2020 dated May 5, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 14/2020 dated April 8, 2020 issued by the Ministry of Corporate Affairs and SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020.

As required under Regulation 30 read with Schedule III Part A (13) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith the Summary of the proceedings of the 33[rd] Annual General Meeting of the Company held on 30[th] September, 2021 (“Annexure – I”).

After receipt of the Scrutinizer Report, voting results and other details in the prescribed Format as required under the Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be sent separately.

You are requested to kindly take the above on record and oblige.

Thanking you.

Yours faithfully, For DiGiSPICE Technologies Limited

MEGHRAJ BOTHRA Digitally signed by MEGHRAJ BOTHRA DN: c=IN, st=Delhi, 2.5.4.20=1e047b4394bcf4c5de5a2639f513863aef84549a8b2d054ffc19a6606d774e57, postalCode=110034, street=2890/1sf sant nagar rani bagh, serialNumber=c32479ccd87a4ef81e06f955d3a91f5d1b6ae7532fb94d948a50c7d2b1ff9f20, o=Personal, cn=MEGHRAJ BOTHRA, pseudonym=0a92d80d6922c0b6c9669e4cd73dbbdb Date: 2021.09.30 19:59:11 +05'30'

M.R. Bothra Vice President – Corporate Affairs & Company Secretary

Encl: a/a

DiGiSPICE Technologies Limited

(Formerly Spice Mobility Limited) CIN- L72900DL1986PLC330369 Regd. Office: 622, 6[th] Floor, DLF Tower A, Jasola Distt. Center, New Delhi- 110025, Tel: +91 11 41251965 Corp. Office: Spice Global Knowledge Park, 19A & 19B, Sector-125, Noida- 201301, Uttar Pradesh, India, - Tel: +91 120 502910

Annexure – I

Summary of the Proceedings of the 33[rd] Annual General Meeting of the Company held on 30[th] September, 2021.

The 33[rd] Annual General Meeting (AGM) of the Company was held on Thursday, 30[th] September, 2021 at 10:15 A.M. through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) in compliance with Circular No. 02/2021 dated January 13, 2021 read with Circular No. 20/2020 dated May 5, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 14/2020 dated April 8, 2020 issued by the Ministry of Corporate Affairs and SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020.

Mr. M. R. Bothra, Vice President – Corporate Affairs & Company Secretary, welcomed the members and other attendees at the 33[rd] AGM conducted digitally through VC. Mr. Bothra informed the members that all the Directors are present in the meeting and introduced the directors to the members attending the meeting. The meeting was also attended by the representatives of the Statutory Auditors and Secretarial Auditors. The Company Secretary informed the members that the Auditors’ Report and the Secretarial Auditors’ Report do not contain any qualification, reservation or adverse remark, and with the permission of the members the said reports were also taken as read.

Mr. Bothra thereafter requested Mr. Dilip Modi, Chairman to take the Chair and initiate the proceedings of the AGM. Mr. Dilip Modi, Chairman, took the Chair and welcomed the shareholders attending the AGM and informed that in view of wide spread Pandemic, the meeting is being held virtually instead of physical presence of the shareholders. He, after ascertaining the requisite quorum being present, called the meeting to order.

Mr. Modi, briefed the members about the performance of various businesses of the Company. He made a presentation on the business of the Company and its material subsidiary company, Spice Money Limited. He informed the shareholders attending the meeting about the number of Spice Money Adhikaris, Gross Transaction Value (GTV), AePS Market Share and Revenues trend over a period of last three years. He also informed the shareholders about the new ventures i.e. Travel Union and JV with Tarya, an Israel's leading fintech group, for 'Lending Technology Platform' and other Technology Services business which has been recently launched by the Company. A copy of the presentation made in the AGM is attached. (Annexure IA)

Mr. Modi confirmed the members that all efforts have been made by the Company to enable members to electronically participate in the meeting, by providing adequate video-conferencing facility, and have provided the necessary facility of remote e-voting/e-voting during the meeting to the members to cast vote electronically.

Mr. Bothra informed the members attending the meeting through National Securities Depository Limited (NSDL) e-Voting system that the Company had provided the electronic voting facility to its members for transacting all the businesses as stated in the Notice through remote e-voting services provided by NSDL. The members were further informed that the facility for voting through e-voting is also available during the meeting and all the shareholders who are attending the meeting and have not voted yet and are not barred from voting can cast their vote through e-voting facility. The members were further informed that

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the e-voting facility shall be kept open after 15 minutes of the closure of the meeting for such member.

The following items of business as included in the notice convening the said Annual General Meeting were transacted and approved:

1. Adoption of:

2. a) Standalone Audited Financial Statements for the year ended 31[st] March, 2021 along with the Board of Directors’ and Auditors’ Report thereon.

3. b) Consolidated Audited Financial Statements of the Company for the year ended 31[st] March, 2021 along with Auditors’ Report thereon.

4. Re-appointment of Mr. Subramanian Murali (DIN: 00041261), Director retiring by rotation.

The objective and implications of each of the business items contained in the Notice convening the 33[rd] AGM of the Company was briefed in the meeting. Queries made by the shareholders were replied satisfactorily.

Mr. Devesh Kumar Vasisht, Partner of M/s Sanjay Grover & Associates, Practicing Company Secretaries were appointed as the Scrutinizer for scrutinizing the voting process in fair and transparent manner

Mr. Bothra informed the members that the consolidated results of remote e-voting and e- voting at the 33[rd] AGM would be announced within two working days from the conclusion of the meeting.

The Chairman thanked the members for attending the Meeting and declared the meeting as closed at 11:30 A.M.

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Annexure IA

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DiGiSPICE Technologies Ltd.

AGM

30th September 2021

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Building Digital Platforms

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Financial Technology Business
SPICE
MONEY
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Digital Technology Business
DIGITAL
DIGITAL TELCO
ENTERPRISE
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Building Digital Platforms

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Financial Technology Business Digital Technology Business
SPICE
DIGITAL ENTERPRISE DIGITAL TELCO
MONEY
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India’s leading Rural Fintech Platform

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Updates FY 2021

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Spice Money Adhikaris ‘000 139% 127% AePS Market Share (%)
Growth Gross Transaction Value Growth
(Entrepreneurs/Kirana Stores)
(INR. ‘000 Cr) 82 13.7
576
11.8
8.9
36
241
161
14
FY19 FY20 FY21 FY19 FY20 FY21 FY19 FY20 FY21
131%
163% Revenue (INR Cr) Growth
Repeat Consumers transacted Growth 578
on AePS (In Mn) Service fee revenue
Airtime sale revenue
17
Acquisition and device revenue 195
250
6
139 101 362
3
60
137
65
Q4FY19 Q4FY20 Q4FY21 14 12 21
FY19 FY20 FY21
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*AePS off-us value market share

*Repeat customers transacted during the quarter means returning customers who have transacted in earlier periods.

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Updates FY22 so far

Building the community led rural lending model - JV with Tarya

Launch of Travel Union : India’s first Rural Travel Super Aggregator

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• § Tarya group is a leading P2P banking platform in Israel with AUM of $800M and approx 70% market-share in P2P business in Israel

• § 8 years experience in running digital lending business with diverse business –

• models Mortgage, Vehicle, POS, BNPL, Embedded Finance

• § To build rural lending model overcoming the challenges of access, data and collection

Launched in Aug 2021

Growth continued in SMA base, GTV and Revenue

Spice Money Adhikaris ‘000 (Entrepreneurs/Kirana Stores)

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683 19%
576
qoq
growth
Q4FY21 Q1FY22
Gross Transaction Value (INR.‘000 Cr)
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31 34%
23
qoq
growth
Q4FY21 Q1FY22
Revenue (INR Cr)
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202
27%
Acquisition and 159
device revenue 69 qoq
Airtime sale 57 growth
revenue
Service feerevenue 98 130
4 3
Q4FY21 Q1FY22
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Strategy : Building a Phygital Super App for Bharat
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Flywheel Strategy to drive growth
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• Positive unit economics business model

• • Operating leverage to be driven by transactions growth

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Building Digital Platforms

Financial Technology Business

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SPICE
MONEY
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Digital Technology Business

DIGITAL ENTERPRISE DIGITAL TELCO

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Digital Technology Business

Enterprise Business

• Communication needs of Enterprises driven by growth in Digital

Digital Telco

• Strategy - Enable Telcos to drive digital content consumption with their customers

• Launched Korero Platforms in Jun 2021

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Consolidated Financials Overview

377 407 712 FY19 FY20 FY21 Revenue (INR cr)		15 7 13 FY19 FY20 FY21 EBITDA* (INR cr)		9 (55) 6 FY19 FY20 FY21 PAT ** (INR cr)

• Before other income and exceptional items

** FY 20 PAT is after exceptional provision for doubtful debt of INR 44.5 cr

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Building Digital Platforms
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SPICE MONEY

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DIGITAL ENTERPRISE DIGITAL TELCO