BSECompany Update6d ago · 14 Aug 2026, 01:10 pm

Intimation pursuant to Regulation 30 of the SEBI Listing Regulations, 2015, informing regarding receipt of NCLT order allowing the first motion application filed in relation to the Scheme

Go Digit General Insurance Ltd · 544179

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Go Digit General Insurance Ltd has received an order from the National Company Law Tribunal (NCLT) allowing the first motion application filed in relation to the Scheme of Amalgamation of Go Digit Infoworks Services Private Limited with Go Digit General Insurance Limited. The NCLT has directed the company to convene a meeting of its equity shareholders within 90 days to consider and approve the Scheme.

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Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk4/10
Balance Sheet Risk3/10
Liquidity Impact7/10
Market Sentiment5/10

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Go Digit General Insurance Ltd - 544179 - Announcement under Regulation 30 (LODR)-Scheme of Arrangement

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Date: 14th August 2026 To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Fort, Bandra Kurla Complex, Bandra (East), Mumbai 400 001 Mumbai 400 051 BSE Scrip Code: 544179 NSE Symbol: GODIGIT Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to the Scheme of Amalgamation of Go Digit Infoworks Services Private Limited with Go Digit General Insurance Limited and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 Dear Sir/Madam, Further to our disclosure dated 19th December 2025 in relation to the Scheme of Amalgamation of Go Digit Infoworks Services Private Limited (“Transferor Company”) with Go Digit General Insurance Limited (“Company” / “Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder (“Scheme”), we wish to inform you that the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”), vide its order dated 13th August 2026 (“Order”), uploaded on the website of the NCLT on 13th August 2026, has allowed the first motion application no. CA(CAA)-125/MB/2026 filed in relation to the Scheme. The NCLT has, inter alia, directed the Company to convene the meeting of its equity shareholders for considering and, if thought fit, approving the Scheme within 90 (Ninety) days of the Order being uploaded on NCLT website in accordance with directions contained in the Order. The NCLT has also issued necessary directions in relation to notices to be issued/served in connection with the Scheme, as specified in the Order. A copy of the Order, as uploaded on the website of the NCLT on 13th August 2026, is enclosed herewith. A certified copy of the NCLT Order is yet to be received by the Company. The aforesaid disclosure and the enclosed Order will also be made available on the website of the Company at https://www.godigit.com/investor-relations. The Scheme remains subject to various statutory and regulatory approvals, inter alia, approval of the IRDAI and the shareholders. We request you to take the above information on record. Thanking you, Yours faithfully, For Go Digit General Insurance Limited Tejas Saraf Company Secretary & Compliance Officer Encl.: As above Go Digit General Insurance Limited | Registered Office: 1 to 6 Floors, Ananta One (AR One), Pride Hotel Lane, Narveer Tanaji Wadi, City Survey No. 1579, Shivajinagar Pune - 411005 Maharashtra | CIN: L66010PN2016PLC167410 | IRDAI Reg. No: 158 Website www.godigit.com Email Id: hello@godigit.com Toll free 1800-258-5956 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)-125/MB/2026 In the matter of Sections 230 to 232 of the Companies Act, 2013 In the matter of Scheme of Amalgamation Go Digit Infoworks Services Private Limited (Transferor Company/Applicant Company-1) with Go Digit General Insurance Limited (Transferee Company/Applicant Company-2) (and their respective Shareholders) Go Digit Infoworks Services Private Limited ….Applicant Company-1/ [CIN: U74999PN2016PTC167624] Transferor Company Go Digit General Insurance Limited ….Applicant Company-2/ [CIN: L66010PN2016PLC167410] Transferee Company Pronounced: 13.08.2026 CORAM: SHRI ANIL RAJ CHELLAN SHRI K.R. SAJI KUMAR HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL) Appearance : Hybrid For the Applicants : Adv. Hemant Sethi a/w Adv. Tanaya Sethi i/b Hemant Sethi and J&M Legal. O R D E R 1. This is an Application filed under Sections 230 to 232 of the Companies Act, 2013 (Act), seeking necessary directions of this Tribunal for notices and convening meetings/dispensation of meetings with respect to the Scheme of Amalgamation of Go Digit Infoworks Services Private Limited (Transferor Company) with Go IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)/125/MB/2026 Digit General Insurance Limited (Transferee Company) and their respective shareholders (Scheme). 2. The Applicant Companies stated that the Board of Directors of the Applicant Companies, in their respective meetings held on 19.12.2025, have approved the Scheme. The relevant copy of the resolutions is part of the Application. The Appointed Date for the Scheme is fixed as ‘Effective Date’. 3. Nature of Business: It is submitted by the Applicant Companies that – (i) The Transferor Company is authorised to carry out the business of providing consultancy and advisory services in all areas of information technology and facilitation management services as per Clause A of its Memorandum of Association. The Transferor Company is the promoter and holding company of the Transferee Company. (ii) The Transferee Company is engaged in the business of providing all kinds of general and health insurance business, and holds a certificate of registration bearing Registration No. 158 issued by the Insurance Regulatory and Development Authority of India. 4. Rationale of the Scheme: The Applicant Companies stated that the rationale and purpose of the Scheme is as follows: a) The amalgamation would lead to simplification of the structure and reduction of shareholding tiers. This will ensure that the shareholders’ interests are fostering an environment that enhances overall value. The holding of shares directly in the Transferee Company will enable the shareholders of the Transferor Company to contribute to the Transferee Company’s capital infusion needs, and growth objectives, thereby creating a much stronger entity with greater access to capital and resources for expansion. It will enable the business to achieve much larger scale and coverage and enable it to harness its true potential. b) Simplifies the corporate structure, reducing administrative overheads, formalities and compliance requirements associated with maintaining Page 2 of 14 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)/125/MB/2026 multiple companies. This can lead to lower operational costs and streamlined decision-making processes. c) The amalgamation pursuant to this Scheme would also demonstrate the Transferor Company’s shareholders’ direct commitment to and engagement with the Transferee Company. d) The amalgamation will further strengthen the Transferee Company’s ownership structure and serve to enhance investor confidence. e) Eliminate the complexity of the holding company structure, and result in a simplified structure of holdings, which will also be in line with the regulatory intent to move towards leaner holding structures in the insurance business, with fewer layers. 5. The Applicant Companies stated that the Authorised, Issued, Subscribed and Paid-up Share Capital of the Applicant Companies as on 31.03.2026 are as under: First Applicant Company: Particulars Amount (Rs.) Authorised Share Capital 46,50,000 Equity Shares of Rs.10/- each 4,65,00,000 1,39,53,500 Preference Shares of Rs.1000/- each 13,95,35,00,000 TOTAL 14,00,00,00,000 Issued Share Capital 46,29,331 equity shares of Rs.10/- each 4,62,93,310 78,00,000 Preference Shares of Rs.1000/- each 7,80,00,00,000 Subscribed and Paid-up Share Capital 10,22,934 equity shares of Rs.10/- each 1,02,29,340 78,00,000 Preference Shares of Rs.1000/- each 7,80,00,00,000 TOTAL 7,81,02,29,340 Page 3 of 14 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)/125/MB/2026 Second Applicant Company: Particulars Amount (Rs.) Authorised Share Capital 1,00,00,00,000 Equity Shares of Rs. 10/- each 10,00,00,00,000 TOTAL 10,00,00,00,000 Issued Share Capital 92,44,99,031 Equity Shares of Rs. 10/- each 9,24,49,90,310 Subscribed and Paid-up Share Capital 92,44,99,031 Equity Shares of Rs. 10/- each 9,24,49,90,310 TOTAL 9,24,49,90,310 The Applicant Companies further stated that subsequent to 31.03.2026, the Transferee Company/Applicant Company-2 has allotted equity shares pursuant to exercise of empl [Showing first 8,000 characters — download PDF for full document]