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. The merger represents a strategic move to simplify the corporate structure and enhance operational efficiency while demonstrating long-term commitment to the insurance business.

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.

Strategic Rationale and Benefits

The proposed amalgamation is designed to deliver multiple strategic advantages for the organization:

• Simplification of the corporate structure and reduction of shareholding tiers
• Enabling shareholders to contribute more directly to the company's capital infusion needs and growth objectives
• Elimination of administrative overheads, formalities, and compliance requirements associated with maintaining multiple companies
• Strengthening the ownership structure through direct shareholder alignment
• Demonstrating promoter commitment and engagement with the operating business
• Creating a leaner holding structure aligned with regulatory intentions for the insurance sector

Financial Overview and Company Details

The amalgamation involves two entities with distinct business profiles and financial positions. GDISPL, the transferor company, was authorized to engage in consultancy and advisory services in information technology and facilitation management services, though it has ceased carrying on such business activities.

Share Exchange Mechanism

The scheme involves a detailed share exchange ratio without any cash consideration. Upon the scheme becoming effective, shareholders of the transferor company will receive equity shares of Go Digit General Insurance based on specific exchange ratios:

The additional shares will be issued at ₹375.10 per share, representing a premium to the current market price.

Shareholding Pattern Changes

The amalgamation will result in minimal changes to the overall shareholding structure. Post-amalgamation, the promoter shareholding in Go Digit General Insurance will increase marginally from 72.17% to 72.20% on a fully diluted basis, reflecting a nominal increase of 0.03%.

Regulatory Approvals and Next Steps

The scheme requires comprehensive regulatory clearances before implementation, including approvals from:

• Shareholders and creditors of the company (as directed by the National Company Law Tribunal Mumbai Bench)
• BSE Limited and National Stock Exchange of India Limited
• Securities and Exchange Board of India (SEBI)
• Insurance Regulatory and Development Authority of India (IRDAI)
• Competition Commission of India
• Other regulatory or statutory authorities as required

Since the scheme involves the promoter of the transferee company, it will require approval of the majority of public shareholders in accordance with SEBI regulations. The transactions are being undertaken at arm's length, with share exchange ratios determined based on a valuation report issued by RBSA Valuation Advisors LLP, along with a fairness opinion from Ernst & Young Merchant Banking Services LLP.

Management Continuity

The proposed amalgamation will not impact the governance, management, or operating structure of Go Digit General Insurance. The composition of the board will remain unchanged, and the current leadership team will continue to drive strategy and execution. The promoters will continue as before, except for GDISPL, which will amalgamate into the insurance company, ensuring business continuity and operational stability throughout the transition process.