DIGISPICE TECHNOLOGIES LIMITED — M&A Activity 2018

Nov 14, 2018

Spice Mobility Limited

CIN No.-L72900DL 1986PLC330369 Regd. Office: 622, 6th Floor, DLF Tower A, Jasola Distt Centre, New Delhi - 110025 I Tel: 011 41251965 www.spicemobility.in I complianceofficer@smobility.in

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 00 1 Scrip Code: 517214

National Stock Exchange of India Limited Exchange Plaza, Plot no.C/ 1, G Block Bandra- Kurla Complex, Bandra (E) Mumbai- 400 051 Scrip Code: SPICEMOBI

Sub: Acquisition of Fast Track IT Solutions Limited by a step down subsidiary company - Intimation under Regulation 30 of Listing Regulations, 2015

Dear Sir,

This is to inform you that S Global Services Pte ltd., Singapore, (SGIC), a step - down subsidiary of the Company, decided to invest BDT233,333 in Fast Track IT Solutions Limited, a private company limited by shares incorporated under the laws of Bangladesh . Consequent to the said acqu isition, Fast Track IT Solutions Limited would become a step down su bsidiary of the Company.

As required under Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requisite information is enclosed herewith as Annexure 'A'.

You are requested to kindly take the aforesaid information on record.

Thanking you.

Yours faithfully, For Spice Mobility Limited

Vice President - Corporate Affairs & Company Secretary

Encl: a/a

Annexure-A

Details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sr.	Particulars	Details
No.a)	Name of the ta rget entity, details in briefsuch as size, turnover etc.;	Fast Track IT Solutions Ltd. ('Fast Track'), a privatecompany limited by sha res incorporated under thelaws of Bangladesh and having its Regd. Off a t AptA4, House 6, Road 7, Block C, Niketa n, Gulsha n -1, Dhaka 1212, Bangladesh.
		Da te of Incorpora tion: October 12,2017
		Paid up capital: BOT 1,00,000.
		The Company has not done a ny business sinceincorporation.
b)	Whether the acquisition would fa ll withinrela ted party transaction(s) and wheth er thepromoter Igroup/promotergroupcompanies have a ny interest in the entitybeing acquired? If yes, nature of interest anddeta ils thereof and whether the same is doneat "arm's length";	No
c)	Industry to which the entity being acquiredbelon_gs;	Informa tion Technology (IT) & ITES
d)	Objects and effects of acquisition (includingbut not limited to, disclosure of reasons foracquisition of target entity, if its business isoutside the main line of business of the listedentity);	Object: Developing business in IT, ITES a nd va lueadded services.Effect: post acquisition, Fast Track will become asubsidiary of S Global Se1vices Pte. Ltd., Singaporewith the shareholding of 70% and a step downsubsidiary of Spice Digital Ltd. and Spice Mobility
e)	detailsgovernmentalBriefofa nyor	Ltd.No
	a pprova lsrequiredforregulatorythea cquisition;
1)	Indicative time period for completion of theacquisition;	Before December 3 1, 2018.
g)	Naturewhether cashof consideration-con sideration or sh are swap a nd deta ils ofthe same;	Consideration to be ma de in cash
h)	Cost of acquisition or the price a t which thes ha res are acquired;	Total consideration: BDT233,333 (equivalent to INR205,333) payable towards acquisition of 2,333 newordinary sha res having face value of Taka 100 each .
j)	Percentageofsh a reholdingjcontrolornumberacqu ireda ndsha res/ofacquired;	70% paid u p sha re capita l of Fast Track proposed tobe acqu ired.
i)	brief background a bout the entity acquiredproducts/linebusinessintermsofofacquired, date of incorporation, history oflast 3 years turnover, country in which theacquired entity has presence and any othersignificant information (in briel);	The ma in object for which Fast track is incorporatedis to carry on the business of sale, purchase &development of software and atheactivitiesllperta iningValue AddedtoIT,ITES, TelecomServices etc.
		The Company was incorporated only in the year20 17, turnover since incorporation till 24th Oct 2018-Nil.
		Fast Track has presen ce in Bangladesh only, whichis the county of origin.