Go Digit General Insurance Ltd

Transaction overview

• Fairfax named 'Strategic Buyer' for 60.72% IDBI Bank stake at INR 81 per share.
• Total consideration approximately INR 528.78 billion (about US$5.6 billion).
• Digit and IIFL Capital would be contributed to IDBI Bank as part of the plan.
• Regulatory approvals include RBI, SEBI, and the Insurance Regulatory and Development Authority of India.
• IDBI Bank to be led by MD&CEO Rakesh Sharma post-transaction.
• No binding definitive agreements yet; approvals required for transaction closing.

Dematerialisation/rematerialisation status

• Dematerialisation/rematerialisation requests processed in the reporting quarter; confirmations issued to depositories and securities listed on exchanges.
• Certificates received for dematerialisation mutilated, cancelled after verification; depository name substituted as registered owner within timelines.

Purpose of Meeting

• NCLT-directed meeting to approve the modified Amalgamation between Go Digit Infoworks and Go Digit General Insurance.

Key Resolutions/Business

• Scheme approval by equity shareholders under Sections 230-232, subject to regulatory sanction.
• Share Exchange Ratios and related issuances to Transferor shareholders.
• Approval subject to IRDAI, CCI approvals and NCLT sanction.

Voting Details

• Meeting scheduled for 5 November 2026 at 11:00 IST via VC/OAVM.
• Remote e-voting window: 1–4 November 2026; cut-off: 29 October 2026.
• Approval thresholds: three-fourths in value and majority of public votes.
• No proxies due to VC/OAVM; e-voting facilities available.

Shareholder/Creditor Impact

• Share Exchange: 2,62,589 transferee shares per 1,000 transferor shares.
• CCPS exchange ratios: 55,925 and 36,694 shares per 1,000 CCPS.
• New transferee shares to rank pari passu and be listed; no cash consideration.
• Minority dilution projected at about 0.03%.

Next Steps

• NCLT sanction required; hearing and final sanction contemplated after majority approval.
• IRDAI approval pending; CCI approval already obtained; SEBI/LOD regulations compliance required.
• Record date, ROC filings, and listing formalities to follow post-sanction.

Go Digit General Insurance Limited — Trading Window Closure from 1 October 2026 till completion of 48 hours after the declaration of the un-audited financial results for the quarter and half year ending 30 September 2026

Overview

• Intra-group amalgamation of the transferor into the transferee with dissolution of the transferor.
• Equity shares, CCPS are issued to transferor’s shareholders; transferor’s stake in transferee is cancelled.
• Regulatory sanctions required: NCLT, IRDAI, stock exchanges, competition commission, and shareholders.

Rationale

• Consolidate group holdings to reduce multi-tier structure and administrative overhead.
• Enhance access to capital and scalability by direct holding in the transferee.
• Maintain continuity of business operations and licenses; policyholders unaffected.
• Promoter's effective control shortens corporate layers; aligns with regulatory intent for leaner holdings.

Key Terms & Structure

• Nature: Amalgamation with dissolution of transferor, issued transferee shares to transferor shareholders.
• Appointed/Effective Date: Effective on sanction and meeting formalities; date not specified.
• Related party: Transferor is promoter shareholder; governance remains with existing promoters.
• Approvals: NCLT sanction, IRDAI, stock exchanges, competition commission, shareholder approvals.
• Share exchange: 2,62,589 transferee shares per 1,000 transferor shares.
• CCPS: 55,925 per 1,000 CCPS 1; 36,694 per 1,000 CCPS 2.
• Post-scheme, Transferor's shares in transferee cancelled; new shares issued to Transferor's holders.
• Fractional entitlements pooled; trust to hold for sale.
• Listing: new shares to be listed and traded; depository holdings to be created.
• ESOP: potential capital increase from unexercised options.

Financial Impact

• No cash consideration; exchange-based.
• Pre-scheme ownership: Transferor promoter held about 73.05%.
• Post-scheme: transferor’s stake cancelled; governance unchanged for other promoters.
• ESOP: potential increase in Transferee issued capital.
• Appointed Date: Effective date on sanction; record date to be set.
• Pooling of interest: assets and liabilities transferred at book values.

Stakeholder Impact

• Shareholders receive transferee shares; Transferor's share cancelled.
• Creditors: liabilities transferred; no new obligations.
• Employees: employees of transferor become transferee; terms no less favourable.
• License/permits: licenses continue with transferee; no license loss.
• Policyholders: unaffected; IRDAI license maintained.
• Control: no change in transferee's control; other promoters remain.
• Tax: tax credits and liabilities allocated to transferee; future credits preserved.

Status & Next Steps

• IRDAI advisory incorporated; scheme updated per Insurance Act reference.
• Pending approvals: NCLT sanction, IRDAI, stock exchanges, CCI, shareholder votes.
• No change in control; promoters of transferee other than transferor will remain.
• Record date and effective date to be announced after sanctions.

Resignation of Independent Director

• Giridhar Aramane, Independent Director, resigns with effect from 10 September 2026.
• Reason: increased responsibilities as Chairman and MD of Unitech Limited per Supreme Court and MOCA orders.
• External directorships: Cyient DLM Limited - Independent Director; Axiscades Technologies Limited - Independent Director, Audit Chair.
• Unitech Limited: Chairman and Managing Director.