Go Digit shareholders approve Infoworks amalgamation 99.999% support

Go Digit General Insurance Limited shareholders approved the Infoworks amalgamation on 5 November 2026, with 180,357,260 votes in favour and 69 against among votes counted, giving 99.999% support in the scrutinizer’s report. Public institutions cast all 172,266,044 of their votes for the scheme.

What did Go Digit shareholders approve?

Go Digit shareholders approved a scheme to amalgamate Go Digit Infoworks Services Private Limited, the transferor company, with Go Digit, the transferee company. The resolution was considered at a meeting directed by the National Company Law Tribunal, Mumbai Bench (NCLT), and required the requisite majority under Sections 230 to 232 of the Companies Act, 2013.

The resolution also referred to Section 35 and other applicable provisions of the Insurance Act, 1938. Go Digit told shareholders that no cash consideration would be payable under the scheme, while the meeting briefing referred to a share exchange ratio.

Go Digit’s filing says the briefing covered the scheme’s rationale and modifications incorporated after a regulatory advisory from the Insurance Regulatory and Development Authority of India (IRDAI). However, the supplied voting-result pages do not state the exchange ratio or describe the modifications, limiting what can be concluded about the transaction’s detailed terms.

The NCLT ordered the meeting on 13 August 2026, and former judicial member Kuldeep Kumar Kareer chaired it on 5 November 2026. The virtual meeting ran from 11:00 a.m. to 11:25 a.m., followed by a 15-minute voting facility for eligible shareholders who had not already voted remotely.

How decisive was the Go Digit amalgamation vote?

Go Digit received 180,357,329 votes on the amalgamation resolution, of which 180,357,260 were in favour and 69 were against. The scrutinizer’s report records 99.999% support and 0.001% opposition, while the voting-results annexure rounds the result to 100.000% in favour and 0.000% against.

Public institutions accounted for 172,266,044 counted votes from 172,551,130 shares held, representing 99.835% participation by that category. Every institutional vote cast supported the scheme, with zero votes recorded against it.

Public non-institutional shareholders cast 8,091,285 votes from 8,817,922 shares held, equating to 91.760% participation. This category supplied all 69 opposing votes, but 8,091,216 votes, or 99.999% of its votes cast, supported the amalgamation.

Institutional participation was 99.835%, compared with 91.760% among public non-institutional shareholders, a difference of 8.075 percentage points. Despite that turnout difference, both public categories delivered at least 99.999% support among votes cast, and Go Digit reported that the resolution had passed with the requisite majority.

Why were Go Digit promoter votes not counted?

Go Digit’s promoter and promoter group held 674,809,606 shares, but the voting table records zero votes from that category through remote e-voting, voting at the meeting or postal ballot. The voting-results annexure also identifies the promoter and promoter group as interested in the resolution.

Separately, Go Digit disclosed that 675,536,243 votes were not considered for Resolution No. 1 under Regulation 23(4) of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements Regulations, 2015, and the second proviso to Section 188(1) of the Companies Act, 2013. The filing does not provide a line-by-line reconciliation between the excluded-vote figure and the promoter holding shown in the voting table.

The 180,357,329 votes counted represented 21.065% of the 856,178,658 shares shown as outstanding in the table. This means the reported outcome was determined by votes considered eligible under the disclosed governance provisions rather than by the full outstanding share base.

Public institutional and public non-institutional votes together totalled 180,357,329, exactly matching the overall number of votes polled. Go Digit therefore recorded approval without any promoter or promoter-group vote appearing in the category-level voting results.

How did Go Digit conduct the shareholder meeting?

Go Digit held the NCLT-directed shareholder meeting through video conferencing (VC) and other audio-visual means (OAVM) on 5 November 2026. The voting-results annexure records 52 attendees, comprising one attendee from the promoter and promoter group category and 51 public shareholders.

Remote e-voting opened at 9:00 a.m. on 1 November 2026 and closed at 5:00 p.m. on 4 November 2026 through National Securities Depository Limited (NSDL). The cut-off date was 29 October 2026 for members or beneficial owners eligible to vote.

Remote voting accounted for all 172,266,044 institutional votes and 8,087,308 public non-institutional votes. Public non-institutional shareholders added 3,977 votes at the meeting, all in favour, while the 69 votes against were recorded in remote voting.

NCLT-appointed scrutinizer Sunil Nanal reported on 5 November 2026 that electronically cast votes were counted and reconciled with Go Digit, registrar and transfer-agent records, along with authorisations lodged with Go Digit. The filing says the electronic data and relevant records were sealed and handed to management for safekeeping after the voting process.

Conclusion

The 5 November 2026 result gives Go Digit shareholder approval for the Infoworks amalgamation under the disclosed Companies Act and Insurance Act framework. Counted public votes were nearly unanimous: institutions submitted 172,266,044 votes in favour and none against, while public non-institutional shareholders cast 8,091,216 votes in favour and 69 against.

The next disclosed matter to watch is the remaining implementation process after the NCLT-directed meeting. Go Digit’s supplied pages do not state an effective date, reproduce the share exchange ratio, or confirm further approvals or completion steps, even though the meeting briefing referred to the ratio and IRDAI-related modifications.