Go Digit General Insurance Ltd. announces an acquisition

The numerical share-exchange ratio is not reproduced in the NCLT notice passages available here, so it cannot be quoted reliably. The reported Rs 375.10 per Go Digit General Insurance share is the issue price referenced by Crisil, not the share-exchange ratio. ^[1]

What changes under the scheme

• Existing holding-company shares: Go Digit Infoworks Services currently holds 67,48,09,606 Go Digit General Insurance equity shares, while Aadesh Goyal holds 67,000 shares directly. ^[2]
• Transferor capital: Infoworks has 10,22,934 equity shares of INR 10 each and 78,00,000 preference shares of INR 1,000 each, split between FAL Corporation’s CCPS 1 and CCPS 2 holdings. ^{[3] [2]}
• Post-merger mechanics: Infoworks will be dissolved without winding up, and Go Digit General Insurance will issue new equity shares to Infoworks’ equity and preference shareholders as consideration. ^[3] The Infoworks-held Go Digit shares would therefore cease to be an inter-company holding; economically, the holding-company layer is replaced by direct ownership of Go Digit shares by Infoworks’ shareholders. This is an inference from the stated shareholding and scheme mechanics. ^{[3] [2]}
• Promoter structure: On a fully diluted, like-for-like basis cited by Crisil, aggregate promoter ownership is expected to move only marginally, from 72.17% to 72.20%—an increase of approximately 0.03 percentage points. ^[1]
• Promoter identity: The material change is structural rather than a major dilution event: Fairfax/FAL’s direct holding is expected to become 57.28%, while Kamesh Goyal and Oben Ventures are expected to hold 14.92% directly in Go Digit General Insurance. ^[1]

Thus, the merger replaces Infoworks as the promoter holding vehicle with direct Fairfax and Kamesh Goyal/Oben Ventures ownership in the listed insurer. The exact post-merger number of Go Digit equity shares and paid-up equity capital requires the numerical exchange ratio and the post-scheme shareholding annexure; those figures are not stated in the cited notice extracts. The scheme also remained subject to shareholder, IRDAI, NCLT and other applicable approvals at the date of the notice. ^[4]

The scheme provides for a transfer of the entire undertaking of Go Digit Infoworks Services, but the disclosed extract does not provide an itemised schedule or a numerical book-value-per-share bridge. The filing describes Infoworks as a promoter and holding company of Go Digit General Insurance. ^[3]

Book value per share: A specific increase or decrease cannot be calculated from the disclosed figures. The scheme’s share-exchange ratio was based on the RBSA valuation report dated 19 December 2025, and the resulting public-shareholding dilution was described as approximately 0.03%. ^[7] However, a book-value-per-share bridge requires:

• the transferor’s net assets after eliminating its investment in Go Digit General Insurance;
• the carrying value of the assets and liabilities transferred;
• any tax attributes recognised;
• the number of new shares issued; and
• the listed entity’s pre- and post-scheme book equity.

Accordingly, the defensible conclusion is that the scheme transfers the undertaking, including its assets, liabilities and tax-related rights or obligations, but the net impact on book value per share is not numerically determinable from the valuation-report information reproduced in the filing notice.

The merger still requires IRDAI clearance and completion of the ROC filing process; the cited disclosures do not provide a firm management date for the Effective Date.

• IRDAI: Approval from the Insurance Regulatory and Development Authority of India remains outstanding. The scheme was amended following an IRDAI advisory, including explicit reference to Section 35 of the Insurance Act, 1938, alongside Sections 230–232 of the Companies Act. The amended scheme remains subject to IRDAI approval. ^[8]
• ROC: The remaining Companies Act step is the post-sanction filing of the NCLT order with the Registrar of Companies. The NCLT first-motion order was issued on 13 August 2026, and the company stated that the certified copy of that order was still awaited. ^[9] The available disclosure does not show that the ROC filing has been completed or that the ROC has issued a separate approval.
• Other condition: The scheme also remains subject to shareholder approval following the NCLT-directed meeting. ^[9] CCI approval had already been received for the amalgamation. ^[10]

Effective Date: Management’s projected date for the amalgamation becoming effective is not stated in the cited material. The NCLT order only sets the process for convening the shareholder meeting within 90 days of its upload; it does not establish the Effective Date. ^[9] Accordingly, the transaction should be viewed as dependent on the sequence of shareholder approval, IRDAI clearance, the final NCLT sanction and filing of the certified order with the ROC—not on a disclosed fixed completion date.