Go Digit General Insurance Limited has announced a significant employee stock option grant, with its board committee approving the allocation of 25,05,074 stock options to eligible employees. The resolution was passed through circulation on December 23, 2025, under the company's Employee Stock Option Plan 2018.

ESOP Grant Details

The stock option grant covers eligible employees of both the company and its holding company, specifically excluding Key Managerial Personnel. The comprehensive details of the ESOP grant are outlined below:

Pricing and Regulatory Compliance

The options have been granted at a price over and above the face value of the company's equity shares. This pricing structure aligns with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and the specific provisions of the Go Digit Employee Stock Option Plan 2018.

Vesting and Exercise Timeline

The ESOP scheme incorporates a structured timeline for vesting and exercise of the granted options:

Vesting Schedule

• Vesting Period: Options will vest after one year but not later than six years from the grant date
• Committee Discretion: The Nomination and Remuneration Committee will determine the specific vesting timeline

Exercise Period

• Exercise Window: Eight years from the date of vesting of options
• Flexibility: Alternative periods may apply as mentioned in ESOP 2018 amendments

Regulatory Disclosure

The announcement was made pursuant to Regulation 30 and Para B of Part A of Schedule III and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure also follows SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The intimation has been simultaneously placed on the company's website at www.godigit.com and communicated to both BSE Limited and National Stock Exchange of India Limited.

Go Digit General Insurance Limited's Board of Directors has approved a comprehensive scheme of amalgamation with its holding company, Go Digit Infoworks Services Private Limited (GDISPL), during a board meeting held on December 19. Following this approval, the company conducted an analyst and institutional investor conference call on December 24 to provide additional clarity on the merger details and address stakeholder queries.

Board Meeting Outcome and Regulatory Filing

The board meeting commenced at 7:24 p.m. and concluded at 7:43 p.m., with the approval coming after considering respective recommendations of the Audit Committee and Independent Directors. The company has filed the outcome under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Management Conference Call Highlights

During the December 24 conference call hosted by ICICI Securities, Chairman Kamesh Goyal outlined the strategic rationale behind the amalgamation. The management team, including CFO Ravi Khetan, Head of Investor Relations Piyush Bothra, and Company Secretary Tejas Saraf, addressed analyst queries regarding the merger structure and implications.

Strategic Rationale and Capital Position

The proposed amalgamation is designed to create direct alignment between the insurance company and promoters while establishing a leaner corporate structure. Management emphasized that the company maintains a strong capital position with a solvency ratio of 226.00% as of September 30, indicating no immediate capital raising requirements.

Goyal clarified that the holding company previously had service arrangements with the General Insurance Company, but these were discontinued in November 2024 following regulatory guidance. Currently, no transactions exist between the two entities.

Financial Overview and Share Exchange

The amalgamation involves issuing approximately ₹43.00 crores worth of shares, representing roughly 1% of the company's net worth. The share exchange will be conducted without cash consideration, with specific ratios determined based on professional valuation.

Shareholding Pattern and Capital Flexibility

Post-amalgamation, promoter shareholding will increase marginally from 72.17% to 72.20% on a fully diluted basis, reflecting a nominal increase of 0.03%. Management highlighted the company's capital flexibility, noting that it currently has only ₹350.00 crores in debentures while being eligible to raise up to 50% of net worth through Tier 2 bonds.

Regulatory Approvals and Management Continuity

The scheme requires comprehensive regulatory clearances from multiple authorities including SEBI, IRDAI, Competition Commission of India, and stock exchanges. Since the scheme involves the promoter, it will require approval from the majority of public shareholders in accordance with SEBI regulations.

Management assured that the amalgamation will not impact governance, management, or operating structure of Go Digit General Insurance. The board composition and leadership team will remain unchanged, ensuring business continuity throughout the transition process.