Go Digit General Insurance Shareholder Meeting for Amalgamation Scheme

Date: Thursday, 5th November 2026
Time: 11:00 A.M. (IST)
Location: Conducted through Video Conferencing (VC)/Other Audiovisual Means (OAVM), deemed to be at Registered Office at 1st to 6th Floor, Ananta One, Pride Hotel Lane, Narveer Tanaji Wadi, City Survey No. 1579, Shivajinagar, Pune – 411005
Type: Court Convened Meeting as directed by Hon'ble National Company Law Tribunal, Mumbai Bench
Cut-off Date for Notice: Friday, 18th September 2026
Cut-off Date for Voting: Thursday, 29th October 2026

The single resolution proposes to approve the Modified Scheme of Amalgamation which provides for:

Amalgamation of Go Digit Infoworks Services Private Limited with Go Digit General Insurance Limited
Dissolution of Transferor Company without winding up
Issuance of shares of Transferee Company to shareholders of Transferor Company at specified exchange ratios:
For Equity Shares: 2,62,589 fully paid-up Equity shares of INR 10 each of Transferee Company for every 1,000 fully paid-up Equity Share of INR 10 each held in Transferor Company
For CCPS 1: 55,925 equity shares for every 1,000 CCPS 1 held
For CCPS 2: 36,694 equity shares for every 1,000 CCPS 2 held
Cancellation of equity share capital held by Transferor Company in Transferee Company (67,48,09,606 shares)
The Scheme aims to simplify corporate structure, reduce administrative overheads, and strengthen ownership structure

Remote e-voting Period: Sunday, 1st November 2026 at 9:00 A.M. (IST) to Wednesday, 4th November 2026 at 5:00 P.M. (IST)
E-voting during Meeting: Available for additional 15 minutes post conclusion of discussion for those who haven't voted remotely
Voting Rights: Proportional to shareholding as on cut-off date (29th October 2026)
Service Provider: National Securities Depository Limited (NSDL)
Voting Methods:
Remote e-voting prior to meeting
E-voting during meeting through VC/OAVM
Members can choose only one mode of voting

Requisite majority: Persons representing three-fourths in value of shares voted as per Sections 230 to 232 of Companies Act
Majority of public shareholders: Number of votes cast by public shareholders in favour must be more than votes cast against
Votes cast through remote e-voting and voting at meeting will be considered together

Scrutinizer: Sunil G Nanal, Partner, Kanj & Co. LLP, Company Secretaries (FCS-Membership No.:5977, COP No.: 2809)
Alternate Scrutinizer: Vaishnavi Pawase, Partner, Kanj & Co. LLP (ACS Membership Number 52380, COP No. 19265)
Role: Scrutinize remote e-voting and e-voting during meeting to ensure fair and transparent process
Reporting: Scrutinizer to submit consolidated report within 2 working days from conclusion of meeting

The Scheme and meeting process comply with:

Companies Act, 2013 (Sections 230-232)
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 30 and 44)
Insurance Act, 1938 (Section 35)
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023
MCA Circulars dated 8th April 2020, 5th May 2020, 19th September 2024 and 22nd September 2025
SEBI Circulars dated 12th May 2020, 3rd October 2024

NCLT: Order dated 13th August 2026 received directing convening of meeting
CCI: Approval received on 28th July 2026 (Order dated 31st August 2026)
IRDAI: Application filed on 20th April 2026, pending approval
Stock Exchanges: Observation letters with 'no adverse observations' received from BSE and NSE on 22nd April 2026

Issued by: Tejas Saraf, Company Secretary & Compliance Officer
Digitally signed: Tejas Saraf on 28th September 2026 at 23:01:57 +05'30'
Chairperson for Meeting: Kuldeep Kumar Kareer, Member (Former Judicial/Former Member (J), NCLT)
Alternate Chairperson: Mahender Kumar Garg, Independent Director (DIN: 00081454)

The Scheme includes comprehensive annexures covering valuation reports, fairness opinions, financial statements, shareholding patterns, and regulatory compliance documents
Valuation report dated 19th December 2025 provided by RBSA Valuation Advisors LLP (Registered Valuer)
Fairness opinion dated 19th December 2025 provided by Ernst & Young Merchant Banking Services LLP (SEBI Registered Merchant Banker)
Expected dilution to public shareholding of Transferee Company is approximately 0.03%
The Scheme does not involve any cash outflow from Transferee Company

All documents including Scheme, Explanatory Statement, and annexures are available at: