Go Digit General Insurance544179Scheme of arrangement

Shareholders approve scheme of amalgamation of the transferor company into the insurer

Equity shareholders have approved the Scheme of Amalgamation of Go Digit Infoworks Services Private Limited (Transferor Company) with Go Digit General Insurance Limited (Transferee Company).

By ScoutQuest · Thu 5 Nov 2026, 5:42 PM IST · 3 min read

21.07%Votes polled as % of shares (total

Votes polled as % of shares (total: 21.065%.

Votes Polled (% of shares): 21.065%
Public Non-Institution Votes in Favour: 99.999%
Votes Not Considered (Reg 23(4)): 67,55,36,243

What was placed before shareholders

The company convened a meeting of its equity shareholders on Thursday, 5th November 2026 at 11:00 a.m. (IST) through video conferencing and other audio visual means, as directed by the Order dated 13th August 2026 of the National Company Law Tribunal, Mumbai Bench. The single item was a resolution to approve the Scheme of Amalgamation amongst Go Digit Infoworks Services Private Limited (Transferor Company) and Go Digit General Insurance Limited (Transferee Company) and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013, read with Section 35 of the Insurance Act, 1938.

How the vote went

The resolution was approved with the requisite majority under Sections 230 to 232 and other applicable provisions.
The scrutinizer's report states that the number of votes cast in favour by public shareholders was more than the number cast against.
Public institutions: 100% of the votes cast were in favour.
Public non-institutions: 99.999% in favour and 0.001% against, with 69 votes recorded against.
Votes polled across all categories were equal to 21.065% of the shares.

Who holds and who voted

Promoter and Promoter Group held 67,48,09,606 shares and polled no votes at the meeting.
The number of shareholders on the record date was 60777.
52 members attended the meeting through video conferencing or other audio visual means, of which 1 was from the Promoter and Promoter Group and 51 from the public.
Remote e-voting ran from Sunday, 1st November 2026 at 9:00 a.m. (IST) to Wednesday, 4th November 2026 at 5:00 p.m. (IST). Members who had not voted remotely could vote electronically during the meeting and for 15 minutes after it concluded.
The meeting commenced at 11:00 a.m. (IST) and concluded at 11:25 a.m. (IST).

One item to note in the numbers

67,55,36,243 votes were not considered for the purpose of the resolution, pursuant to Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Second Proviso to Section 188(1) of the Companies Act, 2013. This is the excluded vote block, so the percentages above are calculated on the counted votes only.

What the scheme says, as described at the meeting

The Company Secretary briefed members on the salient features and rationale of the scheme, including modifications made following the regulatory advisory of the Insurance Regulatory and Development Authority of India, the share exchange ratio, and the fact that no cash consideration is payable under the scheme.
In simple terms, this is an amalgamation of the transferor company into the listed insurer, with shareholders of the transferor company to receive shares of the insurer in the ratio set out in the scheme, rather than cash.

What happens with the result

The voting results, together with the consolidated scrutinizer's report, are to be shared with the stock exchanges and placed on the company's website and on the NSDL e-voting website.
The e-voting data and related records were sealed and handed over to the management for safe keeping.

How a retail shareholder can read this

This is the shareholder-approval step of a court-convened process. The resolution passing with a large majority, and public shareholders also voting in favour, is the outcome of that step.
The practical effect on a retail holder depends on the share exchange ratio in the scheme and on the scheme becoming effective, which involves the remaining steps of the process before the tribunal.
The vote was carried mainly on institutional votes: public institutions polled 99.835% of the shares they held, while public non-institutions polled 91.760% of the shares they held, so a large part of the retail/public non-institution base did not vote.

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