Go Digit General Insurance Ltd. announces an acquisition

There is no finally NCLT-sanctioned share-swap ratio or completed post-merger capital change yet. The NCLT has allowed only the first-motion application and directed Go Digit General Insurance to convene the shareholder meeting; the scheme remains subject to NCLT, IRDAI and shareholder approvals. ^{[1] [2]}

The last filed, Board-approved scheme ratio is:

• Equity shareholders: 262,589 fully paid-up Go Digit General Insurance equity shares for every 1,000 fully paid-up equity shares of Go Digit Infoworks. ^[3]
• CCPS 1 holders: 55,925 equity shares for every 1,000 CCPS 1. ^[3]
• CCPS 2 holders: 36,694 equity shares for every 1,000 CCPS 2. ^[3]

The listed entity’s paid-up equity capital was 92,44,99,031 shares of Rs 10 each, or Rs 9,244.99 million, as stated in the NCLT proceedings. ^[4]

Net change after the merger cannot yet be stated as a finalized number. Mechanically, it will equal:

`new shares issued to Infoworks shareholders – Go Digit shares held by Infoworks that are cancelled`

The scheme provides for automatic cancellation of the listed-company shares held by Infoworks upon effectiveness. ^[5] However, the exact post-merger change depends on the record-date holdings, ESOP adjustments and the split of the 78,00,000 paid-up preference shares between CCPS 1 and CCPS 2; the cited capital table reports only the aggregate preference-share count. ^[6] Accordingly, any precise final increase or decrease in paid-up equity capital before scheme effectiveness would be premature.

Post-amalgamation promoter ownership is expected to be approximately 72.20% on a fully diluted basis, up marginally from 72.17%. The Fairfax group entity, FAL Corporation, is separately expected to hold 57.28% of Go Digit General Insurance. ^{[7] [8]}

The increase is not a simple continuation of Go Digit Infoworks’ existing 73.05% stake: the scheme provides for cancellation of the holding company’s shares in Go Digit General Insurance and issuance of shares to the shareholders of Go Digit Infoworks under the prescribed share-exchange ratios. ^{[5] [3]}

Tax treatment: Yes, the scheme provides for transfer of tax-related assets and liabilities of Go Digit Infoworks to Go Digit General Insurance upon effectiveness, including:

• Tax liabilities, obligations, advance tax, TDS/TCS, withholding taxes, refunds, tax credits and related claims. ^[9]
• Unutilised excise, sales tax, service tax, VAT, GST and other indirect-tax credits remaining in the transferor’s electronic ledger. ^[9]
• The right to revise tax returns and claim advance-tax credits, foreign-tax credits, refunds, set-offs and other tax adjustments attributable to the transferor. ^{[9] [9]}
• Statutorily available tax incentives, concessions and GST input-tax credits, together with associated obligations. ^[10]

Effective-tax-rate implication: The scheme does not quantify a specific tax asset, liability, deferred-tax balance or expected reduction/increase in Go Digit General Insurance’s effective tax rate. Therefore, the transfer creates potential access to tax credits, refunds and deductions, but it should not be treated as an established ETR benefit. The actual impact will depend on the amount and usability of the transferred attributes and applicable tax rules.

IRDAI clearance has not been reported as received. As of Go Digit’s latest scheme update dated 23 September 2026, IRDAI had issued an advisory on 4 September 2026 requiring the scheme to be prepared under Section 35 of the Insurance Act, 1938. Go Digit amended the scheme accordingly, but the company expressly stated that it remained subject to IRDAI approval, along with other statutory approvals. ^{[2] [2]}

The legal position is therefore:

• IRDAI: pending; the Section 35 reference has been incorporated, but this is a compliance modification, not evidence of final regulatory clearance. ^[2]
• Condition precedent: receipt of the applicable IRDAI approval is expressly required before the scheme can become effective. ^[11]
• NCLT status: the latest cited filing itself still lists NCLT sanction as an outstanding condition, so it does not establish that NCLT approval had already been received. ^[2]

Timeline: Management has not provided a dated projection in the cited update for either the final record date or completion of the merger. The record date is to be fixed by the Transferee Company’s board to determine the eligible shareholders of the Transferor Company. ^[12] The merger becomes effective only after the last applicable condition is satisfied, including regulatory approvals, Tribunal sanction and filing of the certified sanction order with the Registrar of Companies. ^[13] Accordingly, any specific record-date or completion date would currently be speculative.