Digilife Technologies Limited Announces Extension of Long-Stop Date for Disposal of Bharat IT Services Ltd.

Key Highlights

• Digilife Technologies Limited has extended the long-stop date for the completion of its proposed disposal of its entire shareholding in Bharat IT Services Ltd.
• The extension was mutually agreed between Digilife’s wholly-owned subsidiary, Peremex, and the Purchaser, and confirmed in writing on 27 November 2025.
• The original long-stop date of 30 November 2025 under the Disposal SPA has been extended to 31 January 2026. This period may be further extended by up to 45 business days if requested by Peremex and agreed by the Purchaser, whose consent cannot be unreasonably withheld.
• Amendments have been made to key clauses (Clauses 7.2 and 7.3) of the Disposal SPA to reflect new deadlines and procedures.
• The extension is necessary to allow the Target Company additional time to implement the Demerger Scheme, a condition precedent for the disposal.

Details of the Extension and SPA Amendments

The Board of Directors of Digilife Technologies Limited has announced a significant extension to the timeline for the proposed sale of its entire shareholding in Bharat IT Services Ltd. The revised long-stop date for completion is now set at 31 January 2026, with a possible further extension of up to 45 business days upon written agreement. This extension provides the Target Company, Bharat IT Services Ltd., with the necessary time to implement the Demerger Scheme, which is a critical condition precedent to the execution of the Disposal SPA.

In addition to the extension, Clauses 7.2 and 7.3 of the Disposal SPA have been amended. The key changes include:

• Clause 7.2: If completion does not occur by the long-stop date due to default or unfulfilled conditions precedent, the parties will negotiate in good faith for revised terms. The Purchaser may propose new arrangements or modified proposals for completion by 15 March 2026 (previously 15 January 2026), including the possibility of involving a third party to purchase the shares, subject to the Seller’s agreement.
• Clause 7.3: If no agreement is reached by 15 March 2026, the Seller is required, by 16 March 2026 (or another mutually agreed date), to deliver payment to the Purchaser. This includes a service fee of S\$100,000, the Tranche 1 Consideration, and an interest fee of 5% per annum (pro-rated for the period between the SPA date and the Repayment Date).

Potential Price-Sensitive Information for Shareholders

• Delay in Completion: The extension may signal challenges in fulfilling the necessary conditions for the disposal, specifically the implementation of the Demerger Scheme, which could affect the timeline and financial outlook of Digilife Technologies Limited.
• Financial Impact: If the disposal does not complete by the new deadlines and no alternative arrangement is agreed, Digilife will incur a service fee and interest payments, which could have a negative impact on its financial position.
• Strategic Implications: The disposal of Bharat IT Services Ltd. is a significant transaction for Digilife Technologies Limited. Delays or failure to complete may affect the company’s strategic direction, valuation, and investor confidence.
• Share Price Sensitivity: Any material update, especially those concerning completion or failure of the transaction, may be price sensitive and could lead to volatility in Digilife Technologies Limited’s share price.

Next Steps and Shareholder Updates

Digilife Technologies Limited has committed to providing shareholders with further material updates regarding the progress of the proposed disposal. Investors should closely monitor future announcements, as developments related to the transaction’s completion or any financial consequences could have direct implications for the company’s valuation and share price.

Conclusion

The extension to the long-stop date and associated amendments to the Disposal SPA represent critical developments in Digilife Technologies Limited’s proposed disposal of Bharat IT Services Ltd. These changes may have significant financial and strategic implications for the company and its shareholders. Investors are advised to stay informed on subsequent disclosures, as these could be materially price sensitive.

Disclaimer: This article is intended for informational purposes only and does not constitute financial advice or a recommendation to buy or sell securities. Investors should consult their own financial advisors and review official company disclosures before making investment decisions. The information herein is based on official company announcements and may be subject to further updates or changes.

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