NCLT-convened shareholders' meeting on 5 November 2026 to vote on amalgamation of Go Digit Infoworks

Shareholders will vote on the modified Scheme of Amalgamation of Go Digit Infoworks Services Private Limited (Transferor) into the Company (Transferee).

Mon 28 Sep 2026

Meeting Date

Thursday, 5th November 2026, 11:00 a.m. IST

E-voting Period

1st November 2026 9:00 a.m. to 4th November 2026 5:00 p.m.

Cut-off Date

29th October 2026

Approval Required

Three-fourths in value of shares voted; majority of public shareholder votes

Pending Approvals

IRDAI approval under Section 35 of Insurance Act; NCLT sanction

What is happening

The Company has issued the notice for a meeting of its equity shareholders convened under the order of the Hon'ble NCLT, Mumbai Bench dated 13th August 2026 in Company Scheme Application No. CA(CAA)-125/MB/2026. Shareholders will consider, and if thought fit approve, the modified Scheme of Amalgamation amongst Go Digit Infoworks Services Private Limited (Transferor Company) and Go Digit General Insurance Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013 read with Section 35 of the Insurance Act, 1938.

The Scheme was modified pursuant to an advisory issued by IRDAI, as intimated earlier on 23rd September 2026.

Meeting and voting details

• Meeting on Thursday, 5th November 2026 at 11:00 a.m. IST, through video conferencing / other audio-visual means, deemed to be held at the registered office in Pune.
• Remote e-voting opens Sunday, 1st November 2026 at 9:00 a.m. and closes Wednesday, 4th November 2026 at 5:00 p.m.
• E-voting cut-off date: Thursday, 29th October 2026. Only those on the register on that date may vote; voting rights are in proportion to shareholding.
• Notice sent to shareholders based on a cut-off of Friday, 18th September 2026.
• E-voting during the meeting will be open for an additional 15 minutes after discussion concludes, for those who did not vote earlier.
• NSDL is the e-voting and VC facility provider; MUFG Intime India Private Limited is the RTA.

Approval thresholds

The resolution must be passed by persons representing three-fourths in value of the shares voted, and separately, the votes cast by public shareholders in favour must exceed those cast against, under the SEBI Scheme Circular.

Approvals already in place, and what is still needed

• Observation letters with "no adverse observations" from NSE and BSE, each dated 22nd April 2026.
• Approval from the Competition Commission of India received on 28th July 2026.
• Still required: approval of IRDAI under Section 35 of the Insurance Act, 1938, sanction of the NCLT, and any other regulatory or statutory approvals.

Supporting documents accompanying the notice

The notice is accompanied by the explanatory statement, the NCLT order, the modified Scheme, a valuation report recommending the share exchange ratio dated 19th December 2025 by RBSA Valuation Advisors LLP, a fairness opinion on the share exchange ratio from Ernst & Young Merchant Banking Services LLP dated 19th December 2025, board and audit committee reports, pre and post scheme shareholding patterns and net worth statements, audited financial statements of both companies, and an abridged-prospectus-format disclosure for the unlisted Transferor Company.

Why it matters for investors

An amalgamation merges the Transferor Company into the listed insurer, and shares are typically issued in line with the share exchange ratio, which changes the post-merger shareholding pattern. Shareholders holding shares on the cut-off date get a direct say through e-voting. The outcome remains conditional on NCLT sanction and IRDAI approval, so the process is not yet complete.

Documents are available on the Company's investor relations page, on the BSE and NSE websites, and on the NSDL e-voting website, and can be obtained free of charge on request.

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