GO DIGIT GENERAL INSURANCE LIMITED
3
IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
(Please scan this QR Code to view the RHP)
This is an abridged prospectus containing salient features of the red herring prospectus of Go Digit General Insurance Limited (the
“Company”) dated May 8, 2024 led with the Registrar of Companies, Maharashtra at Pune (the “RHP” or “Red Herring Prospectus”).
You are encouraged to read greater details available in the RHP, which is available at https://www.sebi.gov.in/sebiweb/home/HomeAction.
do?doListing=yes&sid=3&ssid=15&smid=11. Unless otherwise specied all capitalized terms used herein and not specically dened
shall bear the same meaning as ascribed to them in the RHP.
THIS ABRIDGED PROSPECTUS CONSISTS OF FOUR PAGES OF BID CUM APPLICATION FORM ALONG WITH INSTRUCTIONS AND EIGHT PAGES
OF ABRIDGED PROSPECTUS. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.
Please ensure that you have read the RHP (if in India), the preliminary international wrap dated May 8, 2024 together with the RHP (the “Preliminary Oering
Memorandum”) (if outside India), this abridged prospectus (“Abridged Prospectus”) and the general information document for investing in public issues
(“GID”) undertaken through the Book Building Process before applying in the Oer (as dened below). The investors are advised to retain a copy of the RHP/
Abridged Prospectus for their future reference. You may obtain a physical copy of the Bid cum Application Form and the RHP from the Stock Exchanges (dened
below), Syndicate Members (dened below), Registrar to the Oer, Registrar and Share Transfer Agents (“RTAs”), Collecting Depository Participants (“CDPs”),
Registered Brokers, Bankers to the Offer, Investors’Associations or Self Certified Syndicate Banks (“SCSBs”). You may also download the RHP from the
website of Securities and Exchange Board of India (“SEBI”) at www.sebi.gov.in, at the websites of National Stock Exchange of India Limited (“NSE”) and BSE
Limited (“BSE”, and together with NSE, the “Stock Exchanges”) at www.nseindia.com and www.bseindia.com, respectively, and the website of our Company at
https://www.godigit.com and Book Running Lead Managers at www.icicisecurities.com; www.morganstanley.com/india; www.axiscapital.co.in;
www.hdfcbank.com; www.iicap.com and www.nuvama.com.
GO DIGIT GENERAL INSURANCE LIMITED
Corporate Identity Number: U66010PN2016PLC167410; IRDAI Registration Number: 158; Date of Incorporation: December 7, 2016
REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON TELEPHONE AND EMAIL WEBSITE
1 to 6 Floor, Ananta One, Pride Hotel Lane,
Narveer Tanaji Wadi, City Survey No.1579,
Shivajinagar, Pune 411005,
Maharashtra, India
Atlantis, 95, 4
th
B Cross Road,
Koramangala Industrial Layout,
5th Block, Bengaluru 560095,
Karnataka, India
Tejas Saraf
Company Secretary
and
Compliance Ocer
Telephone: +91 20 67495400
https://www.godigit.com
OUR PROMOTERS: KAMESH GOYAL, GO DIGIT INFOWORKS SERVICES PRIVATE LIMITED, OBEN VENTURES LLP AND FAL CORPORATION
DETAILS OF OFFER TO PUBLIC
Type of
Oer
Fresh Issue
size (by
number of
shares or
by amount
in million)
Oer for
Sale size (by
number of
shares or by
amount in
million)
Total Oer
size
Eligibility and Reservation
among QIBs, NIIs, &
RIBs
Share Reservation among QIBs, NIBs, RIBs
QIBs NIBs RIBs
Fresh
Issue and
Oer for
Sale
Up to [●]
Equity
Shares of
face value
of 10 each
aggregating
up to
11,250
million
Up to
54,766,392
Equity
Shares of
face value of
10 each
aggregating
up to ₹[●]
million
Up to [●]
Equity
Shares
of face
value of
10 each
aggregating
up to [●]
million
The Offer is being made
pursuant to Regulation 6(2) of
the SEBI ICDR Regulations,
as our Company does not
full the requirements under
Regulation 6(1) of the SEBI
ICDR Regulations of having
operating prot in each of
the preceding three years.
For details in relation to share
reservation among QIBs,
NIIs and RIBs, see “Oer
Structure” on page 609 of
the RHP.
Not less than 75% of the Oer
shall be available for allocation
to QIB Bidders.
However, up to 5% of the Net
QIB Portion shall be available
for allocation proportionately to
Mutual Funds only. Mutual Funds
participating in the 5% reservation
in the Net QIB Portion will
also be eligible for allocation in
the remaining QIB Portion. The
unsubscribed portion in the Mutual
Fund reservation will be added to
the Net QIB Portion.
Not more than 15% of the Oer or the
Oer less allocation to QIB and RIBs
Further, (a) 1/3
rd
of the portion available
to NIIs shall be reserved for applicants
with application size of more than
200,000 and up to 1,000,000, and (b)
2/3
rd
of the portion available to NIIs
shall be reserved for applicants with
application size of more than ₹ 1,000,000.
Provided that the unsubscribed portion
in either of the sub-categories specied
in clauses (a) or (b), may be allocated
to applicants in the other sub-category
of NIIs.
Not more
than 10%
of the
Oer
or the
Oer less
allocation
to QIB
Bidders
and NIBs
The Equity Shares are proposed to be listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). For the purpose of the Oer, the Designated
Stock Exchange shall be NSE (the “Designated Stock Exchange”).
DETAILS OF OFFER FOR SALE BY THE SELLING SHAREHOLDERS AND THEIR RESPECTIVE WEIGHTED AVERAGE COST OF ACQUISITION
PER EQUITY SHARE OF FACE VALUE OF 10 EACH
NAME OF THE SELLING
SHAREHOLDER
TYPE NUMBER OF EQUITY SHARES OF FACE VALUE
OF 10 EACH OFFERED / AMOUNT
WEIGHTED AVERAGE COST OF
ACQUISITION PER EQUITY SHARE OF
FACE VALUE OF 10 EACH (IN ₹)*
Go Digit Infoworks Services Private Limited Promoter Selling
Shareholder
Up to 54,755,614 Equity Shares of face value of 10
each aggregating up to [●] million
13.57
Nikita Mihir Vakharia, jointly with Mihir
Atul Vakharia
Other Selling
Shareholder
Up to 4,000 Equity Shares of face value of 10 each
aggregating up to [●] million
172.00
Nikunj Hirendra Shah, jointly with Sohag
Hirendra Shah
Other Selling
Shareholder
Up to 3,778 Equity Shares of face value of 10 each
aggregating up to [●] million
250.57
Subramaniam Vasudevan, jointly with
Shanti Subramaniam
Other Selling
Shareholder
Up to 3,000 Equity Shares of face value of 10 each
aggregating up to [●] million
221.23
* As certied by Kirtane & Pandit LLP, Chartered Accountants and PKF Sridhar & Santhanam LLP, Chartered Accountants, the Joint Statutory Auditors, by way of their certicate dated May 8, 2024.
4
GO DIGIT GENERAL INSURANCE LIMITED
IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
PRICE BAND, MINIMUM BID LOT & INDICATIVE TIMELINES
Price Band
For details of the Price Band and the basis for the Oer Price, please refer to the price band
advertisement and the section titled “Basis for Oer Price” on page 199 of the RHP.
258 per Equity Share to 272 per Equity Share of face value of 10 each
Minimum Bid Lot Size A minimum of 55 Equity Shares and in multiples of 55 Equity Shares thereafter
Bid/Oer Opens On
*
Wednesday, May 15, 2024
Bid/Oer Closes On Friday, May 17, 2024
#
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about Tuesday, May 21, 2024
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account*** On or about Wednesday, May 22, 2024
Credit of Equity Shares to demat accounts of Allottees On or about Wednesday, May 22, 2024
Commencement of trading of the Equity Shares on the Stock Exchanges On or about Thursday, May 23, 2024
*Our Company through its Board of Directors, may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Oer Period shall be one Working
Day prior to the Bid/Oer Opening Date.
#
UPI mandate end time and date shall be at 5.00 PM on Bid/Oer Closing Date, i.e., on Friday, May 17, 2024. *** In case of any delay in unblocking of amounts in the ASBA Accounts
(including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/Oer Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of 100 per day
or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked
(ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate 100 per day or 15% per annum of the total cumulative blocked
amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be
compensated at a uniform rate of 100 per day or 15% per annum of the dierence in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of
non-allotted/partially allotted Bids, exceeding two Working Days from the Bid/Oer Closing Date, the Bidder shall be compensated at a uniform rate of 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire
duration of delay exceeding two Working Days from the Bid/Oer Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and x the liability on such intermediary or
entity responsible for such delay in unblocking. The Bidder shall be compensated in the manner specied in the SEBI Master Circular and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended
pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76
dated May 30, 2022 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (to the extent these have not been rescinded by the SEBI RTA Master Circular, and SEBI Master Circular), which for the avoidance of
doubt, shall be deemed to be incorporated in the agreements to be entered into between our Company with the relevant intermediaries, to the extent applicable. For details of the Price Band and Basis for Oer Price, please refer to the
price band advertisement and the section titled “Basis for Oer Price” on page 199 of the RHP.
Investors intending to acquire Equity Shares in the Oer amounting to more than 1%, but less than 5% of our paid up equity share capital, should note that a self-certication is required to be led with our company immediately upon
execution of the acquisition.
Further, investors intending to acquire Equity Shares in the Oer such that (i) the aggregate holding of such investor, would increase to 5% or more of our paid up equity share capital or the total voting rights, or (ii) the aggregate holding
of the investor, increasing to in excess of 10% of our paid-up equity share capital of the insurer, should note that each such acquisition would require prior approval of the IRDAI.
The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written conrmation on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent these have not been rescinded
by the SEBI RTA Master Circular), and the SEBI Master Circular. The above timetable other than the Bid/Oer Closing Date, is indicative and does not constitute any obligation or liability on our Company, the Selling Shareholder or the
BRLMs or the members of the Syndicate.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”), and may not be oered or sold within
the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state
securities laws. Accordingly, the Equity Shares are only being oered and sold (i) within the United States only to persons reasonably believed to be “qualied institutional
buyers” (as dened in Rule 144A under the U.S. Securities Act) in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act, and
(ii) outside the United States in oshore transactions in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those
oers and sales occur. There will be no public oering of the Equity Shares in the United States.
WEIGHTED AVERAGE COST OF ACQUISITION OF EQUITY SHARES TRANSACTED IN THE LAST ONE YEAR, EIGHTEEN MONTHS AND
THREE YEARS PRECEDING THE DATE OF THIS RED HERRING PROSPECTUS:
Period Weighted average cost
of acquisition per Equity
Share (in ₹)
1
*
Cap Price is ‘x’ times the
weighted average cost of
acquisition*^
Range of acquisition price per
Equity Share: lowest price –
highest price (in ₹)*
Last one year preceding the date of the Red Herring Prospectus 386.69 [●] 385.00 to 387.00
Last 18 months preceding the date of the Red Herring Prospectus 385.36 [●] 385.00 to 387.00
Last three years year preceding the date of the Red Herring Prospectus 320.25 [●] 172.00 to 387.00
(1) Based on the information with respect to secondary transfers and consideration details available with the Company.
*As certied by Kirtane & Pandit LLP, Chartered Accountants and PKF Sridhar & Santhanam LLP, Chartered Accountants, the Joint Statutory Auditors, by way of their certicate dated May 8, 2024.
^To be updated in the Prospectus following nalisation of Cap Price, as per the nalised Price Band.
RISKS IN RELATION TO THE FIRST OFFER
This being the rst public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is 10
each. The Floor Price, Cap Price and Oer Price (determined by our Company through its Board of Directors, in consultation with the BRLMs and on the basis of the
assessment of market demand for the Equity Shares of face value of 10 each by way of the Book Building Process, as stated under Basis for Oer Price” on page
199 of the RHP), should not be taken to be indicative of the market price of the Equity Shares of face value of 10 each after the Equity Shares of face value of 10
each are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of face value of 10 each of our Company, or regarding the
price at which the Equity Shares of face value of 10 each will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Oer unless they can aord to take the risk of
losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Oer. For taking an investment decision,
investors must rely on their own examination of our Company and the Oer, including the risks involved. The Equity Shares of face value of 10 each in the Oer
have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specic attention
of the investors is invited to “Risk Factors” on page 41 of the RHP and on page 9 of this Abridged Prospectus.
PROCEDURE
You may obtain a physical copy of the Bid cum Application Form and the RHP from the Stock Exchanges, Syndicate Members, Registrar to the Oer, Registrar and
share transfer agents (“RTAs”), collecting depository participants (“CDPs”), registered stock brokers, underwriters, bankers to the oer, investors’ associations or self
certied syndicate banks (“SCSBs”).
If you wish to know about processes and procedures applicable to the Oer, you may request for a copy of the RHP and/or the GID from the BRLMs or download it
from the website of SEBI at www.sebi.gov.in, the websites of NSE and BSE at www.nseindia.com and www.bseindia.com, respectively, and the websites of the BRLMs at
www.icicisecurities.com; www.morganstanley.com/india; www.axiscapital.co.in; www.hdfcbank.com; www.iicap.com and www.nuvama.com
GO DIGIT GENERAL INSURANCE LIMITED
5
IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
PRICE INFORMATION OF BRLM
Sr.
No.
Issue name
+/- % change in closing price, [+/- % change in closing benchmark]
Name of the BRLM 30
th
calendar days from listing 90
th
calendar days from listing 180
th
calendar days from listing
1 Rashi Peripherals Limited^ I-Sec -0.77% [+1.77%] NA* NA*
2 Jana Small Finance Bank Limited^ I-Sec, Axis Cap -5.23% [+1.77%] NA* NA*
3 Entero Healthcare Solutions Limited^ I-Sec -19.65% [+0.30%] NA* NA*
4 Juniper Hotels Limited^^ I-Sec +43.76% [+1.71%] NA* NA*
5 Popular Vehicles and Services Limited^^ I-Sec, Nuvama -15.59% [+1.51%] NA* NA*
6 Bharti Hexacom Limited^ I-Sec, IIFL, Axis Cap NA* NA* NA*
7 JNK India Limited^^ I-Sec, IIFL NA* NA* NA*
8 Delhivery Limited^^ Morgan Stanley +3.50% [-4.90%] +17.00% [+9.50%] -28.00% [+12.90%]
9 Apeejay Surrendra Park Hotels Limited
@^^
Axis Cap +17.39% [+3.33%] NA* NA*
10 EPACK Durable Limited
^
Axis Cap -19.96% [+1.64%] NA* NA*
11 Medi Assist Healthcare Services Limited
^
Axis Cap, IIFL, Nuvama +22.32% [+3.20%] +15.66% [+3.86%] NA*
12 Azad Engineering Limited
^
Axis Cap +29.06% [-2.36%] +153.72% [+0.08%] NA*
13 Gopal Snacks Limited
!
^ Axis Cap -18.13% [+1.57%] NA* NA*
14 IRM Energy Limited
#
^^ HDFC -7.20% [4.49%] -0.25% [12.63%] 19.69% [18.45%]
15 Sai Silks (Kalamandir) Limited^ HDFC, Nuvama 8.09% [-4.49%] 25.09% [7.54%] -12.30% [10.15%]
16 Aether Industries Limited^ HDFC +21.00% [-5.13%] +34.54% [+6.76%] +40.15% [+12.40%]
17 Protean eGov Technologies Limited^ IIFL +45.21% [+7.11%] +73.18% [+10.26%] NA*
18 ASK Automotive Limited^^ IIFL, Axis Cap +2.73% [+7.66%] +6.29% [+9.86%] NA*
19 DOMS Industries Limited^ IIFL +80.59% [+0.97%] +82.13% [+3.18%] NA*
20 R K Swamy Limited^ IIFL -1.30% [+1.86%] NA* NA*
21 Flair Writing Industries Limited^^ Nuvama, Axis Cap 14.69% [7.22%] -8.63% [8.31%] NA*
22 Capital Small Finance Bank Limited^ Nuvama -25.25% [1.77%] NA* NA*
23 Gandhar Oil Renery (India) Limited^^ Nuvama 61.51% [7.94%] 41.57% [10.26%] NA*
24 ESAF Small Finance Bank Limited**^ Nuvama 12.87% [7.58%] 31.18% [11.17%] 0.77% [13.26%]
* Data not available ^ BSE as a designated stock exchange ^^ NSE as a designated stock exchange @ Oer Price was 148.00 per equity share to Eligible Employees @* Oer Price was 277.00 per equity share to Eligible
Employees ** A discount of 5 per equity share was oered to eligible employees bidding in the employee reservation portion ! Oer Price was 363.00 per equity share to Eligible Employees # Issue price to eligible employees was
₹457 after a discount of ₹48 per equity share
For further details, please refer to “Other Regulatory and Statutory Disclosures Price information of past issues handled by the BRLM on page 587 of the RHP.
Book Running Lead Managers
ICICI Securities Limited
Tel: +91 22 6807 7100;
Investor grievance ID: [email protected]
Morgan Stanley India Company Private Limited
Tel: +91 22 6118 1000;
E-mail: digitipo@morganstanley.com;
Investor grievance ID: investors_india@morganstanley.com
Axis Capital Limited
Tel: + 91 22 4325 2183;
Investor grievance ID: [email protected]
HDFC Bank Limited
Tel: +91 22 3395 8233;
Investor grievance ID: investor[email protected]
IIFL Securities Limited
Tel: +91 22 4646 4728;
E-mail: godigit.ipo@iicap.com;
Investor grievance ID: ig.ib@iicap.com
Nuvama Wealth Management Limited
(formerly known as Edelweiss Securities Limited)
Tel: +91 22 4009 4400;
Investor grievance ID: [email protected]
Name of Syndicate Members
HDFC Securities Limited and Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited)
Name of Registrar to the Oer Link Intime India Private Limited
Tel: +91 810 811 4949; E-mail: [email protected]; Investor grievance e-mail: [email protected]
Name of Joint Statutory Auditor
Kirtane & Pandit LLP, Chartered Accountants and PKF Sridhar & Santhanam LLP, Chartered Accountants
Name of Credit Rating Agency and the
rating or grading obtained, if any
Not Applicable
Name of Debenture Trustee
Not Applicable
Self Certified Syndicate Bank(s) or
“SCSB(s)”
The banks registered with the SEBI, which oer the facility of ASBA services, (i) in relation to ASBA, where the Bid Amount will be
blocked by authorizing an SCSB, a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.
do?doRecognisedFpi=yes&intmId=34 and updated from time to time and at such other websites as may be prescribed by SEBI
from time to time, (ii) in relation to UPI Bidders using the UPI Mechanism, a list of which is available on the website of SEBI at
sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as updated from time to time.
Eligible SCSBs and mobile applications
enabled for UPI Mechanism
Applications through the UPI Mechanism in the Oer can be made only through the SCSBs mobile applications (apps) whose
name appears on the SEBI website. A list of SCSBs and mobile application, which are live for applying in public issues using UPI
Mechanism is provided as Annexure ‘A to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The list
is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated
from time to time and at such other websites as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors) submitted under the ASBA process to a member of the Syndicate, the list
of branches of the SCSBs at the Specied Locations named by the respective SCSBs to receive deposits of Bid cum Application
Forms from the Members of the Syndicate is available on the website of the SEBI (www.sebi.gov.in/sebiweb/other/OtherAction.
do?doRecognised=yes&intmId=35) and updated from time to time or any such other website as may be prescribed by SEBI from time
to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specied Locations, see
the website of the SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, as updated from time to time.
Non-Syndicate Registered Brokers
You can submit Bid cum Application Forms in the oer to Non-Syndicate Registered Brokers at the Non-Syndicate Broker Centres.
The list of the Registered Brokers eligible to accept ASBA Forms, including details such as postal address, telephone number and
e-mail address, is provided on the websites of the BSE and the NSE at www.bseindia.com/Markets/PublicIssues/brokercentres_new.
aspx? and https://www1.nseindia.com/ products/content/equities/ipos/ipo_mem_terminal.htm, respectively, as updated from time to time.
For further details, see section titled “Oer Procedure” beginning at page 612 of the Red Herring Prospectus.
6
GO DIGIT GENERAL INSURANCE LIMITED
IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
Details regarding website address(es)/
link(s) from which the investor can
obtain a list of RTAs, CDPs and stock
brokers who can accept applications from
investors, as applicable
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone
number and e-mail address, is provided on the websites of Stock Exchanges at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.
aspx? and www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time. The list
of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and contact details,
is provided on the websites of BSE at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the website of NSE at
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time. For further details, see section
titled “Oer Procedure” beginning at page 612 of the Red Herring Prospectus.
PROMOTERS OF OUR COMPANY
Sr.
No.
Name Individual/
Corporate
Experience and Educational Qualification /Corporate information
1. Kamesh Goyal Individual
Promoter
Kamesh Goyal, aged 57 years is the Non-Executive Chairman of our Company and a nominee of GDISPL and has been a Director of our
Company since its incorporation. He holds a bachelors degree in science from the University of Delhi. He holds a bachelors degree in law
and masters degree in business administration from the University of Delhi. He has several years of experience in the insurance industry
and has served as the chief executive ocer of Bajaj Allianz General Insurance and Bajaj Allianz Life Insurance Company Limited. He is
also an associate of the Insurance Institute of India.
2. Go Digit
Infoworks
Services Private
Limited
Corporate
Promoter
Go Digit Infoworks Services Private Limited is a private limited company, incorporated on December 21, 2016, under the Companies Act,
2013. Its registered oce is situated at 1 to 6 Floor, Ananta One, Pride Hotel Lane, Narveer Tanaji Wadi, City Survey No.1579, Shivajinagar,
Pune 411005, Maharashtra, India. The PAN of Go Digit Infoworks Services Private Limited is AACCO4197P. It is, inter alia, engaged in
the business of development and consultancy services in all areas of information technology, and support services including information
technology support, facility management services, etc.
3. Oben Ventures
LLP
Corporate
Promoter
Oben Ventures LLP is a limited liability partnership, which was originally incorporated as a private limited company, Oben Ventures Private
Limited, on December 20, 2016, under the Companies Act, 2013. It was converted into a limited liability partnership on November 9,
2021 under the Limited Liability Partnership Act, 2008, with its registered oce situated at FL 3 BL E Konark Campus SN 230/A1/1 to
6, Viman Nagar, Lohegaon Pune 411014, Maharashtra, India. Its LLP identication number is AAZ-3869. Oben Ventures LLP is engaged
in the business of consultancy services.
4. FAL Corporate
Promoter
FAL was incorporated on December 23, 2003 as a private limited company in Mauritius. Its registration number is 48869C1/GBL. The
principal business activity of FAL is investment holding.
For further information please see the section entitled “Our Promoters and Promoter Group” beginning on page 356 of the RHP.
BUSINESS OVERVIEW AND STRATEGY
Company Overview: We are one of the leading digital full stack insurance companies, leveraging our technology to power what we believe to be an innovative approach to product
design, distribution, and customer experience for non-life insurance products. Digital full stack insurance companies are licensed insurance operators or companies that have end-to-end
digital capabilities and a digital rst approach across customers’ insurance value chain. According to the report titled Indian Digital Insurance Market” dated April 29, 2024, issued
by RedSeer which has been exclusively commissioned and paid for by our Company in connection with the Oer (the RedSeer Report”), in the nine months ended December 31,
2023 and Financial Year 2023, our Company catered for approximately 82.5% (equating to ₹66.80 billion) and 82.1% (equating to ₹72.43 billion), respectively, of the Gross Written
Premium (“GWP”) written by these digital full stack insurance players which, in addition to our company, includes Acko and Navi, making us the largest digital full stack insurance
player in India. According to the RedSeer Report, we were the fastest growing insurer among private non-life insurers by GWP from Financial Year 2022 to Financial Year 2023,
growing by approximately 37.5% over the period while the private non-life insurers (excluding standalone health insurers) overall grew by approximately 20.1% during the same period.
Product/ Service Oering: We oer motor insurance, health insurance, travel insurance, property insurance, marine insurance, liability insurance and other insurance products,
which the customer can customize to meet his or her needs. We launched 74 active products across all business lines. In the nine months ended December 31, 2023, our motor,
liability, property and engineering, health (excluding travel and personal accident), other (including mobile), personal accident and travel insurance products contributed to 61.1%,
1.7%, 11.4%, 14.9%, 7.0%, 3.6% and 0.3% of our GWP, respectively.
Geographies Served: As of December 31, 2023, we maintain a broad distribution footprint across 24 of the 36 states and union territories in India.
Key Performance Indicators:
Particulars Units
As at the end and/or for the
Nine months ended
December 31, 2023
Nine months ended
December 31, 2022
Financial
Year 2023
Financial
Year 2022
Financial
Year 2021
# of Customers
(1)
millions 43.26 35.33 38.77 25.77 14.27
# of Policies Issued millions 8.46 7.71 10.63 7.76 5.56
GWP millions 66,796.78 52,883.94 72,429.85 52,676.33 32,433.88
Retention Ratio % 84.3 79.1 81.6 79.4 81.2
Total investment income millions 7,765.47 5,165.09 7,217.81 4,367.36 3,083.00
AUM millions 149,090.11 118,262.46 126,683.59 93,938.75 55,901.11
GDPI millions 59,705.31 45,345.07 61,600.79 46,739.41 24,176.20
Net Earned Premium millions 51,146.09 37,673.19 51,636.73 34,042.26 19,436.88
Net Written Premium millions 56,314.71 41,839.93 59,093.38 41,800.98 26,323.05
Available Solvency Margin millions 26,281.01 22,692.83 23,103.36 18,676.23 11,500.41
Required Solvency Margin millions 16,446.34 11,974.59 12,978.67 9,282.63 5,728.88
Yield on total investments
(2)
% 7.4 6.2 6.3 6.2 6.9
Loss ratio % 69.6 70.2 67.2 74.0 74.0
Expense Ratio % 14.4 36.6 37.8 34.8 32.8
Net Expense Ratio % 39.1 38.9 40.2 38.7 35.4
Combined ratio % 108.7 109.1 107.4 112.7 109.4
Solvency ratio times 1.60 1.90 1.78 2.01 2.01
Commission Ratio % 24.7 2.3 2.4 3.8 2.6
IBNR (Gross) millions 55,056.59 44,150.23 45,825.30 32,297.83 18,966.08
IBNR (Net) millions 50,412.19 39,547.78 41,136.02 29,310.30 17,121.33
(1)
Customers referred above is cumulative count of people since inception who were covered by at least one policy we underwrote during the respective period.
(2)
For the nine months ended December 31, 2023 and the nine months ended December 31, 2022, the yield on total investments is annualized by multiplying by 12 and dividing by 9.
GO DIGIT GENERAL INSURANCE LIMITED
7
IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
Investors should refer for “Key Performance Metrics” and “Basis for the Oer Price - Key Performance Indicators (“KPIs”)” beginning on page 31 and 201,
respectively, of the RHP.
Industries Served: The current insurance lines in which we write and assume business include motor insurance, health insurance, property and engineering insurance,
travel insurance, personal accident insurance, liability insurance and other insurance.
Intellectual Property: Our Company does not own any registered trademarks in its own name. Pursuant to a deed of assignment dated May 21, 2018 and addendum
to deed of assignment dated May 22, 2018, our Company has assigned all rights, title and interest in 8 trademarks, including ‘GODIGIT’, ‘DIGIT’ (device mark)
and all goodwill associated therewith to Go Digit Infoworks Services Private Limited, one of our Promoters. Subsequently, pursuant to the brand licensing agreement
dated May 22, 2018 (“Brand Licensing Agreement”), and addendum (“Addendum”) dated March 3, 2020, to Brand Licensing Agreement, our Company has
been granted a royalty-free, non-exclusive, non-transferable license to use 20 trademarks in Go Digit Infoworks Services Private Limited’s corporate name, trade
name and trading style and logos for and in connection with the business of our Company. We use these Identied Trademarks licensed to us by way of the Brand
Licensing Agreement and the Addendum. For details, see “Our Business Intellectual Property”, “History and Certain Corporate Matters Other Agreements” and
Government and other Approvals Intellectual Property” on pages 290, 329 and 570, respectively, of the RHP.
Market Share: Our market share among the overall general insurers is estimated to be 3.0% in the nine months ended December 31, 2023, as compared to 2.7%
in the nine months ended December 31, 2022, in terms of total GWP from private and public general insurers, according to the RedSeer Report. Further, as of the
nine months ended December 31, 2023 and Financial Year 2023, we have achieved a market share of approximately 6.0% and 5.4%, respectively, in the motor
insurance segment which was one of the largest non-life insurance segment in India as of Financial Year 2023, according to the RedSeer Report.
Employee Strength: As of December 31, 2023 and March 31, 2023, we had 3,957 and 3,333 employees (excluding undergraduate trainees and contract sta),
respectively, all of whom were based in India. For further details, please see “Our Business - Employees” on page 283 of the RHP.
BOARD OF DIRECTORS
Sr. No. Name Designation Experience and Educational Qualification Other Directorships
1. Kamesh Goyal Non-Executive
Chairman (Nominee
of GDISPL)
Kamesh Goyal has been a Director of our Company since its
incorporation. He holds a bachelors degree in science from the
University of Delhi. He holds a bachelors degree in law and
masters degree in business administration from the University
of Delhi. He has several years of experience in the insurance
industry and has served as the chief executive ocer of Bajaj
Allianz General Insurance and Bajaj Allianz Life Insurance
Company Limited. He is also an associate of the Insurance
Institute of India.
Indian Companies:
Public Companies: 1. Valueattics Reinsurance Limited
#
; and
2. Go Digit Life Insurance Limited.
Private Company: 1. Go Digit Infoworks Services Private
Limited
Foreign Companies: Nil
2. Jasleen Kohli Managing Director
and Chief Executive
Ocer
She has attended the K J Somaiya Institute of Management
Studies and Research for post graduate programme in management
studies. She has several years of experience in the insurance
industry and has served as the head - operations of Bajaj Allianz
General Insurance.
Indian Companies: Nil
Foreign Companies: Nil
3. Chandran
Ratnaswami
Non-Executive
Director (Nominee
of FAL)
He holds a bachelors degree in technology (civil engineering)
from the Indian Institute of Technology, Madras and a masters’
degree in business administration from the University of Toronto,
Canada. He is the chief executive ocer and director of Fairfax
India Holdings Corporation, a company listed on the Toronto
Stock Exchange, and a senior managing director of Hamblin
Watsa Investment Counsel Ltd., a wholly owned investment
management company of Fairfax Financial Holdings Limited. He
also serves on the boards of Fairbridge Capital Private Limited,
Chemplast Sanmar Limited, IIFL Finance Limited, Bangalore
International Airport Limited, National Commodities Management
Services Limited, Thomas Cook (India) Limited, Quess Corp
Limited, Thai Reinsurance Public Company Limited, Zoomer
Media Limited and Fairrst Insurance Limited. He has several
years of experience in investment sector.
Indian Companies:
Public Companies:
1. Bangalore International Airport Limited; 2. Chemplast
Sanmar Limited; 3. IIFL Finance Limited (Formerly known as
IIFL Holdings Limited); 4. National Commodities Management
Services Limited; 5. Quess Corp Limited; 6. Sanmar Engineering
Services Limited; and 7. Thomas Cook (India) Limited.
Private Companies: 1. Fairbridge Capital Private Limited; and
2. Go Digit Infoworks Services Private Limited.
Foreign Companies: 1. 11470370 Canada Inc.; 2. Fairbridge
Capital (Mauritius) Limited; 3. Fairbridge Investments (Mauritius)
Limited; 4. Fairrst Insurance Limited; 5. Fairfax Consulting
Services India Limited; 6. Fairfax India Holdings Corporation;
7. FAL; 8. FIH Mauritius Investments Ltd; 9. FIH Private
Investments Ltd; 10. H Investments Limited; 11. HW Private
Investments Limited; 12. HWIC Asia Fund; 13. I Investments
Limited; 14. Primary Real Estate Investments; 15. Zoomer
Media Limited; 16. Thai Reinsurance Public Company Limited;
17. ORE Holdings Limited; 18. 10955230 Canada Inc; and 19.
Chanvima Ltd.
4. Rajendra Beri Independent Director He holds a bachelors degree in arts (history honours) from
the University of Delhi and a masters degree in business
administration from the Birla Institute of Technology & Science,
Pilani. He has several years of experience in general insurance
sector and presently he is a director in TransAfrica Assurance
Co. Ltd. He has served as an insurance ombudsman for Delhi
and Rajasthan. He was the chairman-cum-managing director of
the New India Assurance Company Limited.
Indian Companies:
Nil
Foreign Companies:
1. TransAfrica Assurance Company Limited.
5. Vandana Gupta Independent Director She has a bachelors degree in medical sciences and surgery
from Kanpur University and doctor of medicine degree from
Bundelkhand University. She has several years of experience in
the medical eld and has worked as a senior pathologist in a
private hospital since 2003.
Indian Companies:
Nil
Foreign Companies:
Nil
8
GO DIGIT GENERAL INSURANCE LIMITED
IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
Sr. No. Name Designation Experience and Educational Qualification Other Directorships
6. Christof Mascher Independent Director He holds a masters degree in Philosophy from the University
of Vienna and doctorate degree in law from the University of
Innsbruck. He was appointed as the chief operating ocer of
Allianz SE and the chairman of supervisory board of Syncier
GmbH.
Indian Companies:
Nil
Foreign Companies:
Nil
#
VRL has made applications to the IRDAI dated December 14, 2017 and November 26, 2021, under Regulations 3 and 5 of the erstwhile IRDA Registration Regulations 2000, for issuance of requisition for registration
application form IRDAI/R1, in order to carry out reinsurance business in India, and has provided additional documents requested by the IRDAI in connection therewith, from time to time. Subsequently, post acceptance of its
requisition by IRDAI on June 14, 2022, VRL has made an application to the IRDAI dated August 3, 2022, under Regulation 10 of the erstwhile IRDA Registration Regulations 2000, in form IRDAI/R2 for grant of a certicate
of registration. On January 17, 2023, VRL had requested the IRDAI to grant additional time to comply with the formalities pertaining to the registration application and proposed that the same shall be taken up subsequent to
the successful completion of the Oer and receipt of the approval of the IRDAI on the registration application of GDLIL. Pursuant to the letter received from the IRDAI dated April 25, 2023, VRL had submitted its response
on June 13, 2023 and August 4, 2023. Due to change in the IRDA Registration Regulations 2000, the IRDAI vide its email dated August 17, 2023 further advised VRL to submit complete information and documents as per
the IRDAI Registration Regulations, 2022 read Master Circular on Registration of Indian Insurance Company, 2023 dated April 24, 2023. Accordingly, VRL has submitted its response on January 17, 2024 and is awaiting
further update from the IRDAI on the same.
For further details in relation to our Board of Directors, see section titled “Our Management” on page 331 of the RHP.
OBJECTS OF THE OFFER
The Oer comprises the Fresh Issue and the Oer for Sale.
The Oer for Sale: The proceeds from the Oer for Sale will be received by the Selling Shareholders. Our Company will not receive any proceeds from the Oer for
Sale and the proceeds received from the Oer for Sale will not form part of the Net Proceeds. The Selling Shareholders will be entitled to the proceeds from the Oer
for Sale, net of its portion of the Oer related expenses and relevant taxes thereon. For further details of the Oer for Sale, see “The Oer” on page 121 of the RHP.
The Fresh Issue: Our Company proposes to utilise the Net Proceeds, as per the applicable IRDAI regulations, towards maintenance of our solvency ratio by investing in
instruments and in the manner prescribed under the IRDAI Actuarial & Allied Regulations, 2024 (the “Objects”).
Net Proceeds:
The details of the proceeds from the Fresh Issue are summarised in the following table:
Particulars Estimated amount (₹ in million)
Gross Proceeds of the Fresh Issue
(1)
11,250
(Less) Oer related expenses in relation to the Fresh Issue
(1)
* [●]
Net Proceeds*
[●]
(1)
For details see, “Oer expenses” on page 196 of the RHP.
*To be determined upon nalisation of the Oer Price and updated in the Prospectus prior to ling with the RoC.
For further details in relation to the Objects of the Oer, see section titled “Objects of the oer” on page 193 of the RHP.
Proposed schedule of implementation and deployment of Net Proceeds:
The Net Proceeds are proposed to be deployed in Financial Year ended March 31, 2025 towards maintenance of our solvency ratio.
Our proposed deployment of the Net Proceeds has not been appraised and it is based on management estimates, current circumstances of our business and prevailing market
conditions, which may be subject to change. Our management will therefore have broad discretion to use the Net Proceeds. The deployment of funds described herein has
not been appraised by any bank or nancial institution or any other independent agency. As stipulated in the proviso to Regulation 41(1) of the SEBI ICDR Regulations, we
are not required to appoint a monitoring agency for the use of the Net Proceeds and we do not intend to do so. There may be variations in the actual utilization of funds
earmarked for the purposes set forth above on account of various factors, such as nancial and market conditions, competition, business and strategy, as well as interest/
exchange rate uctuations owing to import of equipment and other external factors, which may not be within the control of our management. This may entail rescheduling
the proposed utilisation of the Net Proceeds and changing the allocation of funds from its planned allocation at the discretion of our management, subject to compliance
with applicable law. Our historical expenditure may not be reective of our future expenditure plans. If the Net Proceeds are not utilized (in full or in part) for the Objects
of the Oer during the period stated above due to factors such as (i) economic and business conditions; (ii) the timing of completion of the Oer; (iii) market conditions
outside the control of our Company; and (iv) any other business and commercial considerations, the remaining Net Proceeds will be utilized (in full or in part) in subsequent
periods as may be determined by our Company, in accordance with applicable laws. For further details, see “Risk Factors Internal Risks 15. Our funding requirements
and the proposed deployment of Net Proceeds have not been appraised. While our Company intends to utilize the Net Proceeds towards the objects of the Oer, we may
use them in ways with which you do not agree and in ways that may not enhance our operating results or the price of our Equity Shares” on page 74 of the RHP.
Means of Finance: The fund requirements for the Objects are proposed to be entirely funded from the Net Proceeds. Accordingly, we conrm that there is no requirement
for us to make rm arrangements of nance through veriable means towards 75% of the stated means of nance, excluding the amount to be raised from the Fresh Issue
and existing identiable accruals as required under the SEBI ICDR Regulations.
In case of a shortfall in raising the requisite capital from the Net Proceeds or an increase in the total estimated cost of the Objects, business considerations may require
us to explore a range of options including utilising our internal accruals and seeking additional debt from future lenders. We believe that such alternate arrangements
would be available to fund any such shortfalls. Further, in case of variations in the actual utilisation of funds earmarked for the purpose set forth above, increased funding
requirements for a particular purpose may be nanced by surplus funds, if any, available in respect of other purposes for which funds are being raised in the Fresh Issue.
Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilisation of issue proceeds of past public oers / rights issues, if any,
of our Company in the preceding 10 years: Not Applicable.
Terms of issuance of convertible security, if any: Not Applicable.
Name of Monitoring Agency: Not Applicable.
Shareholding Pattern as on the date of the RHP:
Category of shareholder Number of fully paid up Equity Shares held Shareholding as a % of total number of
shares (calculated as per SCRR, 1957)
Promoters & Promoter Group
729,658,886 83.31
Public
146,183,160 16.69
Total 875,842,046 100.00
Number/amount of equity shares proposed to be sold by selling shareholders: Up to 54,766,392 Equity Shares aggregating up to [●] million.
GO DIGIT GENERAL INSURANCE LIMITED
9
IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
Please refer below for details:
Name of the Selling Shareholder Type Number of Equity Shares of Face Value of 10 each Oered / Amount
Go Digit Infoworks Services Private Limited Promoter Selling Shareholder Up to 54,755,614 Equity Shares of face value of 10 each aggregating up to [●] million
Nikita Mihir Vakharia, jointly with Mihir Atul Vakharia Other Selling Shareholder Up to 4,000 Equity Shares of face value of 10 each aggregating up to [●] million
Nikunj Hirendra Shah, jointly with Sohag Hirendra Shah Other Selling Shareholder Up to 3,778 Equity Shares of face value of 10 each aggregating up to [●] million
Subramaniam Vasudevan, jointly with Shanti Subramaniam Other Selling Shareholder Up to 3,000 Equity Shares of face value of 10 each aggregating up to [●] million
SUMMARY OF RESTATED FINANCIAL STATEMENTS
A summary of the nancial information of our Company as per the Restated Financial Statements is as follows: (₹ million, except per share data)
Particulars
Nine months
ended
December 31, 2023
Nine months
ended
December 31, 2022
Financial Year
ended
March 31, 2023
Financial Year
ended
March 31, 2022
Financial Year
ended
March 31, 2021
Equity share capital 8,747.00 8,738.75 8,740.18 8590.12 8,246.92
Net Worth (Refer Note: 1) 24,593.43 22,995.76 23,254.68 18,668.65 11,345.71
Total Income (Refer Note: 2) 58,911.89 42,840.58 58,857.01 38,409.65 22,519.88
-Policyholder 57,502.35 42,146.30 57,802.39 37,594.63 21,850.45
-Shareholder 1409.54 694.28 1054.62 815.02 669.43
Operating Prot/(Loss) for the period/year (101.22) (570.09) (662.75) (3,751.43) (1,854.92)
Restated Prot/(Loss) for the period/year 1290.17 100.21 355.47 (2,958.51) (1,227.64)
Operating Prot Ratio (Refer Note: 4) (0.2)% (1.5)% (1.3)% (11.0)% (9.5)%
Earnings per share of face value of ` 10 each attributable to equity holders
-Basic, computed on the basis of prot attributable to equity holders `
1.48 0.12 0.41 (3.55) (1.50)
-Diluted, computed on the basis of prot attributable to equity holders `
1.46 0.11 0.40 (3.55) (1.50)
Restated net asset value per Equity Share (Basic) ` (Refer Note: 3)
28.12 26.31 26.61 21.73 13.76
Restated net asset value per Equity Share (Diluted) ` (Refer Note: 3)
27.75 25.93 26.20 21.36 13.52
Total Borrowings 2000.00 - - - -
Notes: 1. Net worth means the aggregate value of the paid-up share capital and all reserves created out of the prots and securities premium account and debit or credit balance of prot and loss account, after deducting the
aggregate value of the accumulated losses, and miscellaneous expenditure not written o but excludes Share application money pending allotment, ESOP outstanding reserve and fair value change account each as applicable
for the Company on a restated basis. 2. Total income = Premium earned (net) + Prot on sale of investments (net of losses) in revenue accounts + Interest, Dividend & Rent (Gross) in revenue accounts + Other income in
revenue accounts + Prot on sale of investments (net of losses) in Prot &Loss Account + Interest, Dividend & Rent (Gross) in Prot & Loss Account on restated basis. + Other Income in Prot & Loss Account (if any). 3.
Net asset value per share (in ₹) = Net worth at the end of the period/ year / Total number of equity shares outstanding as at the end of the period/ year. 4. Operating Prot Ratio = Operating prot / net premium earned.
For further details, please see section titled “Financial Information - Financial Statements” on page 365 of the RHP.
INTERNAL RISK FACTORS
Below mentioned risks are the top 5 risk factors as per the RHP. For further details, see ‘Risk Factors’ on page 41 of the RHP.
1. We have a track record of reporting losses and, we may not be able to maintain protability in the future. Our limited operating history makes it dicult to accurately
evaluate our future business prospects.
2. Our loss reserves are based on estimates as to future claims liabilities and if they prove inadequate, it could lead to further increases in reserves and materially adversely
aect our results of operations.
3. We are required to meet the mandatory control level of solvency margin as prescribed under the Insurance Act and we could be subject to regulatory actions and could
be forced to stop transacting any new business or change our business strategy which can slow down our growth.
4. Catastrophic events, including natural disasters, terrorist attack or nuclear disaster, could materially increase our liabilities for claims by customers, result in losses in
our investment portfolios, and have a material adverse eect on our business, nancial condition and results of operations.
5. There are outstanding legal proceedings involving our Company, our Promoters and our Directors, which may have a material impact on our Company. Certain Equity
Shares Allotted pursuant to this Oer, would be subject to lock-in, in terms of the IRDAI Registration and Allied Regulations, 2024, and would restrict ability of certain
investors to transfer the Equity Shares and may limit the trading market of our Equity Shares and adversely aect the price of the Equity Shares.
SUMMARY OF OUTSTANDING LITIGATION, CLAIMS AND REGULATORY ACTION
A. A summary of outstanding litigation proceedings involving our Company, Promoters, Directors and Group Companies as on the date of this Red Herring Prospectus as
disclosed in the section titled “Outstanding Litigation and Material Developments” in terms of the SEBI ICDR Regulations and the Materiality Policy is provided below:
Name of Entity Criminal
Proceedings
Tax Proceedings
(direct and
indirect tax)
Statutory or
Regulatory
Proceedings
Disciplinary actions by SEBI
or Stock Exchanges against
our Promoters
Material civil
litigation
Aggregate claim
amount involved***
(₹ in million)
Company
By our Company 21 Nil Nil N/A Nil Nil
Against our Company 2 5
(1) (2) (3) (4) (5) (6) *
10 N/A 8 2,346.42
Directors (excluding Kamesh Goyal, one of our Promoters)
By our Directors Nil Nil Nil N/A Nil Nil
Against our Directors 3
#
1^ Nil N/A 4 582.60
Promoters
By our Promoters Nil Nil Nil N/A Nil Nil
Against our Promoters 1
#
1^ Nil N/A Nil 0.09
Group Companies
By our Group Companies Nil Nil Nil Nil Nil Nil
Against our Group Companies Nil Nil Nil Nil Nil Nil
*To the extent quantiable and interest and penalty as included in the order.
#
Excluding the criminal case led by Mukesh Agarwal against the Company and its Directors. For further details, see “‘Outstanding Litigation and Material Developments
Litigations against our Company Criminal Proceedings’ on page 543 of the RHP. *** To the extent ascertainable.
^ Rajendra Beri had received a notice dated March 12, 2024 from the Income Tax Department under Section 133(6) of the Income Tax Act 1961 with respect to sale of land or building during the Financial Year 2020-21, requiring him to furnish the information
about the transaction on or before March 26, 2024. The said information was shared with the income tax department on March 20, 2024 and a response is awaited from income tax department. Hence the amount of demand has not yet been ascertained.
10
GO DIGIT GENERAL INSURANCE LIMITED
IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
(1)
Pending proceedings does not include where departmental audit / scrutiny / inquiry / investigation / proceedings / questioning is still in the process and yet to be concluded at rst level itself with an order of conrmation of demand.
(2)
Disallowance under
Section 14A of the Income Tax Act, 1961 was made to the extent of 12.73 million and losses to be carried forward recomputed in the nal assessment order issued under Section 143(3), read with Section 144B, of Income Tax Act, 1961 and no tax demand
has been raised. Potential exposure considering the allowability of the losses for adjustments in the future nancial years, at the tax rate of 25.168% (tax rate under Section 115BAA of the Income Tax Act, 1961) is 3.20 million.
(3)
Pending proceedings
do not include a matter where during the Financial Year 2021-22, GST authorities had initiated an industry-wide investigation on account of alleged ineligible input tax credit where claims are settled to insured and applicability of GST on salvage adjusted
on motor claims settled during the period from July 2017 to March 2022. The Company, in its Reply to Notice of Summon dated March 29, 2022, and additional summons received, had submitted requested details from time to time and appeared before tax
authorities to record statements and deposited 103.67 million under protest. The Company received a Show Cause Notice (“SCN”) on December 27, 2023 for ₹254.66 million and adjudication of SCN is pending.
(4)
Excludes a matter in which the Income
Tax Investigation Unit Mumbai has issued Summons under Section 131(1A) of the Income Tax Act. In compliance with the summons received, our Company has submitted requested details from time to time and appeared before tax authorities to record
statements. The investigation is ongoing and further response/communication from the Investigation Wing is awaited.
(5)
Excludes a matter in which Summons issued by DGGI Mumbai Zonal Unit under Section 70 of the CGST Act, 2017 to verify health/
group insurance policies issued to SEZ Unit and developers. In compliance with the summons received, the Company’s authorised representatives have submitted requested details from time to time and appeared before tax authorities to record statements.
The proceedings are ongoing.
(6)
Excludes a matter in which Summons issued by DGGI Bengaluru Zonal Unit under Section 70 of the CGST Act, 2017. A physical inspection was conducted by DGGI-BZU on December 27, 2023 in the Bengaluru oce to
verify input tax credit (“ITC”) availed for specied parties in default. One such vendor of the Company was not in compliance with prevailing GST regulations; hence the tax department has put the onus on the Company to reverse the ITC already claimed
against invoices raised by such vendor under exceptional circumstances. The Company has paid 1.8 million for Financial Year 2022-2023 and 10.8 million for Financial Year 2021-2022 via DRC-03 under Section 73(5) of the Central Goods and Services
Tax Act, 2017. Further response/communication from the authorities is awaited.
For further details, see “Outstanding Litigation and Material Developments Tax Proceedings Material Tax Proceedings”, on page 566 of the RHP.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” on page 537 of the RHP.
B. Brief details of top 5 material outstanding litigation/legal proceedings initiated against our Company and amount involved:
Sr.
no.
Particulars Litigation filed
by
Current Status Amount
Involved
1. Vaishali Pankaj Shedge and others (the “Petitioners”) have led a petition before the Motor Accident Claims
Tribunal at Thane under Section 166 of the Motor Vehicles Act, 1988 against Viraj Cement Carrier LLP and our
Company (collectively, the “Respondents”) on account of the death of Pankaj Ramesh Shedge (“Deceased”) in
a motor vehicular accident. The Petitioners alleged that a vehicle insured with our Company was involved in a
motor vehicular accident that led to the death of the Deceased.
Vaishali Pankaj
Shedge and others
The matter is currently
pending before the Motor
Accident Claims Tribunal.
300,000,000
2. Sandhu Palwinderkaur Rajinder Singh and others (the “Applicants”) have led a petition before the Motor Accident
Claims Tribunal at Vadodara under Section 166 of the Motor Vehicles Act, 1988 against Kalpesh Bhai Bhupendra
Bhai Brahmabhatta, Rahuldeep Amarjit Singh Sandhu and our Company (collectively, the “Respondents”) on
account of the death of Rajinder Singh Chanchal Singh Sandhu (“Deceased”) in a motor vehicular accident.
The Applicants alleged that a vehicle insured with our Company was involved in a motor vehicular accident
that led to the death of the Deceased.
Sandhu
Palwinderkaur
Rajinder Singh
and others
The matter is currently
pending before the Motor
Accident Claims Tribunal.
135,000,000
3. Rina Amar Jariwala and others (collectively the “Applicants”) have led a petition before the Motor Accident
Claims Tribunal, Mumbai, Maharashtra under Section 166 of the Motor Vehicle Act, 1988 against Bhupendra
Singh Gurubachan Singh Bedi and our Company (collectively, the “Respondents”) on account of the death of a
family member of the Applicants. The Applicants alleged that a vehicle insured with our Company was involved
in a motor vehicular accident that led to the death of the family member.
Rina Amar
Jariwala and
others
The matter is currently
pending before the Motor
Accident Claims Tribunal.
60,000,000
4. Riddhi Ratnangad Shaha and others (the “Petitioners”) have led a petition before the Motor Accident Claims
Tribunal at Pune under Section 166 of the Motor Vehicles Act, 1988 against the insured and our Company
(collectively, the “Respondents”) on account of the death of Ratnangad Anil Shaha (“Deceased”) in a motor
vehicular accident. The Petitioners alleged that a vehicle insured with our Company was involved in a motor
vehicular accident that led to the death of the deceased.
Riddhi Ratnangad
Shaha and others
The matter is currently
pending before the Motor
Accident Claims Tribunal.
50,000,000
5. Neha Darshan Rajpara and Nayana Chimanlal Rajpara (collectively, “Applicants”) have led a petition before
the Motor Accident Claims Tribunal, Palghar under Section 166 of Motor Vehicles Act, 1988 against Manauar
Gayasuddin Miya, Mohammad Samad Shaikh and our Company (as the insurer of the truck) (collectively,
Respondents”) to claim compensation for the death of Darshan Chimanlal Rajpara (“Deceased”) in a motor
vehicular accident. The petition alleges that the driver of the truck recklessly, at high speed, attempted to
manoeuvre a turn and lost control and hit the Deceased, who was riding on his motorcycle. Our Company has
led an application dated January 24, 2020, for inspection regarding the involvement of the insured vehicle and
the engine and chassis number mentioned in the insurance policy. Our Company claims that the motor vehicle
inspection report submitted by the police did not identify any engine number and the chassis number of the
said vehicle was overwritten.
Neha Darshan
Rajpara and
Nayana Chimanlal
Rajpara
The matter is currently
pending before the Motor
Accident Claims Tribunal.
46,466,832
C. Regulatory Action, if any - Disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any: NIL
D. Brief details of outstanding criminal proceedings against the Promoters: Bajaj Allianz General Insurance Company Limited’s customer Rajesh Sehgal had his claim repudiated due
to a pre-existing disease and aggrieved by this repudiation has led a criminal complaint under Sections 420, 467, 468 and 471 of the IPC against Bajaj Allianz General Insurance
Company Limited (“BAGIC”) and among others, our Promoter and Chairman, Kamesh Goyal. In relation to this criminal proceeding, Kamesh Goyal (“Applicant”) has led a criminal
miscellaneous application in the Allahabad High Court under Section 482 of the Code of Criminal Procedure against the State of Uttar Pradesh, Rajesh Sehgal and others (“the
Opposite Parties”) to quash the private criminal complaint led by Rajesh Sehgal alleging the oence of forgery under Section 420, 467, 468 and 471 the IPC after the settlement
of health claim led by Rajesh Sehgal. The Allahabad High Court has granted a stay order to the Applicant in this regard. The matter is currently pending.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” on page 537 of the RHP.
ANY OTHER IMPORTANT INFORMATION AS PER BRLM / COMPANY - NIL
DECLARATION BY OUR COMPANY
We hereby declare that all relevant provisions of the Companies Act, 2013, and the rules framed and guidelines/regulations issued by the Government of India or
the guidelines/regulations issued by the SEBI, established under Section 3 of the SEBI Act and IRDAI, established under Section 3 of the IRDA Act, 1999, as
the case may be, have been complied with and no statement made in the Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR, the SEBI Act, the Insurance Act, 1938 or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that
all statements made in the Red Herring Prospectus are true and correct.
DECLARATION BY THE SELLING SHAREHOLDERS
Each of the Selling Shareholders, hereby conrm and declare that all statements, disclosures and undertakings made or conrmed by us in the Red Herring
Prospectus in relation to us, as one of the Selling Shareholders and our respective portion of the Oered Shares, are true and correct. We assume no responsibility
as a Selling Shareholder, for any other statements, disclosures and undertakings including, any of the statements and undertakings made or conrmed by or relating
to the Company or any other Selling Shareholder, or any other person(s) in the Red Herring Prospectus.