2. Change in Nature of Business, if any

There has been no change in the business carried on
by the Company during the year.

3. State of Affairs and Business Review

The industry’s Gross Direct Premium (“GDP”)
grew from ^ 3,07,66,069 Lakhs in FY2024-25 to
^ 3,36,12,268 Lakhs in FY2025-26, marking a
growth of 9.3%. Your Company’s Gross Written
Premium (“GWP”) grew from ^ 10,28,214 Lakhs in
FY2024-25 to ^ 11,29,409 Lakhs in FY2025-26. The
market share of the Company on GWP stood at 3.4%
as compared to 3.3% for the previous financial year.
Out of Company’s total GWP, Fire contributed 9.7%,
Motor 59.9%, Engineering 2.0%, Health, Travel &
Personal Accident 18.3% and other lines of business
10.1%. The net retention ratio and the net earning
ratio (net earned premium to net written premium
ratio) of the Company for the financial year ended
March 31, 2026 were 73.7% and 101.1% respectively
as against 80.0% and 97.8% respectively for the
previous financial year. The loss ratio of the Company
for financial year ended March 31, 2026 was 72.9%
as against 72.8% for the previous financial year.
The combined ratio of the Company for the financial
year ended March 31, 2026 was 110.7% as against
109.3% for the previous financial year.

Solvency

I nsurance Regulatory and Development Authority
of India (“IRDAI”) requires insurance companies to
maintain a minimum solvency of 1.5 times which
is calculated in a manner as specified in the IRDAI
(Actuarial, Finance and Investment Functions of
Insurers) Regulations, 2024. The solvency position of
the Company as at March 31, 2026 was 2.42 times
as compared to 2.24 times as at March 31, 2025. The

net worth of the Company increased from ^ 4,03,292
Lakhs as at March 31, 2025 to ^ 4,58,641 Lakhs as at
March 31, 2026.

Material Events having Impact on the affairs
of the Company :

A. Details of Scheme of Amalgamation
amongst Go Digit Infoworks Services
Private Limited, the Company and their
respective shareholders

The Board of Directors of the Company
(“Board”), at its meeting held on December
19, 2025 and after considering the respective
recommendations of the Audit Committee
and Independent Directors of the Company
have approved the scheme of amalgamation
amongst Go Digit Infoworks Services Private
Limited (“Transferor Company”/”GDISPL”) and
the Company and their respective shareholders
under Sections 230 to 232 of the Companies
Act, 2013 as may be applicable and the rules
framed thereunder (“Scheme”).

The Scheme provides for the amalgamation
of GDISPL into and with the Company in
accordance with Sections 230 to 232 of the
Companies Act, 2013 and other applicable laws,
including Section 2(1B) and other provisions
of the Income Tax Act, 1961. In consideration
of the amalgamation, the Company shall issue
fully paid-up equity shares to the equity and
preference shareholders of GDISPL, and the
shares held by GDISPL in the Company shall
be cancelled as an integral part of the Scheme.
Upon the Scheme taking effect, GDISPL shall
stand dissolved without winding up. The
Appointed Date under the Scheme shall mean

the Effective Date, which shall be the last of the
dates on which the certified copies of the NCLT
orders sanctioning the Scheme are filed with the
Registrar of Companies, Pune by GDISPL and
the Company, and all references in Part III of the
Scheme to the Scheme becoming effective shall
be construed accordingly.

The Scheme is conditional upon receipt of
observation/no-objection letters from the Stock
Exchanges under the SEBI LODR Regulations,
2015 and the SEBI Master Scheme Circular
dated 20^th June 2023, and approval by the
requisite majority of each class of creditors and
members of the Companies. It further requires
approval by the shareholders, with votes in
favour exceeding those against, and the receipt
of approvals from the Competition Commission
of India and the IRDAI under the Insurance Act,
1938. The Scheme is also subject to sanction
by the National Company Law Tribunal under
Sections 230 to 232 of the Companies Act,
2013. It shall become effective upon filing of the
certified copies of the Sanction Order with the
Registrar of Companies having jurisdiction over
GDISPL and the Company, unless otherwise
decided or waived by the Companies to the
extent permissible under Applicable Law.

The proposed amalgamation will, inter alia,
result in the following benefits:

(i) The amalgamation would lead to
simplification of the structure and
reduction of shareholding tiers. The holding
of shares in the Transferee Company will
enable the shareholders to contribute to
the Transferee Company’s capital infusion
needs, and growth objectives.

(ii) Simplifies the corporate structure, reducing
administrative overheads, formalities and
compliance requirements associated with
maintaining multiple companies.

(iii) The amalgamation pursuant to this
Scheme would also demonstrate the
Transferor Company’s shareholders’ direct
commitment to and engagement with the
Transferee Company.

(iv) The amalgamation will further
strengthen the Transferee Company’s
ownership structure.

(v) Eliminate the complexity of the holding
company structure, and result in a
simplified structure of holdings, which will
also be in line with the regulatory intent to

move towards leaner holding structures in
the insurance business, with fewer layers.

B. Execution of Brand License Agreement

During the year, the trademarks and brand
names “DIGIT” and “GO DIGIT”, together
with other related trademarks central to
the Company’s business and brand identity,
were assigned by Go Digit Infoworks Services
Private Limited (“the holding Company”) to
Go Digit Solutions Private Limited, a Promoter
Group entity, pursuant to a brand assignment
arrangement. Consequent to such assignment,
the existing brand licence agreement entered
into by the Company with the holding Company
was terminated, and a new brand licence
agreement was executed with Go Digit
Solutions Private Limited, as the new registered
proprietor of the trademarks.

Pursuant to the new brand licence agreement,
the Company continues to enjoy uninterrupted
and similar rights to use the “GO DIGIT” brand
and related trademarks for the purpose of
carrying on its insurance business in India, as
existed previously. The Board is satisfied that the
transition of brand ownership and the execution
of the new brand licence arrangement ensures
continuity of brand usage and does not have any
adverse impact on the Company’s operations,
business continuity, or brand positioning.

4. Material changes and commitments
affecting the financial position
occurred between the end of financial
year and date of this report

There have been no material changes or
commitments, affecting the financial position of the
Company which have occurred between the end
of financial year of the Company and the date of
this report.

5. Weblink of the Annual Return

Pursuant to Section 134(3)(a) of the Act, the annual
return of the Company prepared as per Section
92(3) of the Act for FY2025-26 will be placed on
the website of the Company once the return is
filed with the Registrar of Companies, within the
prescribed timelines.

The annual return can be accessed on the website of
the Company athttps://www.godigit.com/investor-
relations

6. Board of Directors

As on the date of this report, the Board of the
Company comprises of nine (9) Directors, including
a Managing Director and Chief Executive Officer
(Woman Director), Three (3) Non-Executive
Directors (including the Chairman), and five (5)
Independent Directors (one of whom is a Woman
Director) as detailed in the Corporate Governance
Report annexed to this Report.

Further, none of the Directors of the Company are
disqualified from being appointed as Directors as
specified in Section 164(2) of the Act and all the
Directors have confirmed that they fulfill the ‘fit and
proper’ criteria as laid down under IRDAI (Corporate
Governance for Insurers) Regulations, 2024 ("IRDAI
CG Regulations”) read with Master Circular on
Corporate Governance for Insurers, 2024 dated May
22, 2024 ("CG Master Circular”) issued by IRDAI.

i) Appointments

During the year under review the following
Directors have been appointed in the Company:

a) Giridhar Aramane (DIN: 00483130) was
appointed as an Additional Director in the
category of Non-Executive Independent
Director of the Company for the period
starting from November 1, 2025, to
October 31, 2030, not liable to retire by
rotation. Subsequently, the Members of the
Company have approved his appointment
through a postal ballot on November
29, 2025.

The Board is of the opinion that Giridhar
Aramane is a person of integrity, expertise
and has relevant experience to serve the
Company as a Non-Executive Independent
Director that can strengthen the overall
composition of the Board.

b) Michael Wallace (DIN: 10214400) was
appointed as an Additional Director in
the category of Non-Executive Director
with effect from November 1, 2025, liable
to retire by rotation. Subsequently, the
Members of the Company have approved
his appointment through a postal ballot on
November 29, 2025.

ii) Retirement by Rotation

At the ensuing Annual General Meeting ("AGM”),
pursuant to provisions of Section 152 of the Act,
Gopalakrishnan Soundarajan (DIN: 05242795)
will retire by rotation and being eligible, he has

offered himself for re-appointment. Pursuant
to the recommendations of the Nomination
and Remuneration Committee ("NRC”), the
Board recommends his re-appointment at the
ensuing AGM.

The item relating to the appointment of a Director
in place of Gopalakrishnan Soundarajan (DIN:
05242795), who retires by rotation and, being
eligible, offers himself for re-appointment, is set
out in the Notice of the 10^th AGM for the approval
of the Members. Gopalakrishnan Soundarajan
is not disqualified from being appointed as a
Director under Section 164 of the Act.

The profile and particulars of experience,
attributes and skills of Gopalakrishnan
Soundarajan along with details as required
have been disclosed in the annexure to the 10^th
AGM Notice.

Declaration of Independence

All Independent Directors have given
declarations that they meet the criteria of
independence as laid down under Section
149(6) and (7) of the Act read with the
Companies (Appointment and Qualification
of Directors) Rules, 2014 and Regulation 16(1)

(b) and Regulation 25 of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations”), as amended
from time to time. All the Independent
Directors have also confirmed that they have
complied with Schedule IV of the Act and
the applicable provisions. Further, in terms of
Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification
of Directors) Rules, 2014, the Independent
Directors of the Company have confirmed
that they have registered themselves with the
databank maintained by the Indian Institute of
Corporate Affairs.

Accordingly, based on the said declarations and
after reviewing and verifying its veracity, the
Board is of the opinion that the Independent
Directors are persons of integrity and possess
relevant expertise, proficiency, experience,
fulfil the conditions of independence specified
in the Act and SEBI Listing Regulations and
are independent of the management of
the Company.

Key Managerial Personnel

The details of Key Managerial Personnel of the
Company as per Section 203 of the Act, as on
March 31, 2026 are as under :

1. J asleen Kohli - Managing Director and
Chief Executive Officer

2. Ravi Khetan - Chief Financial Officer

3. Tejas Saraf - Company Secretary and
Compliance Officer

There was no change in the Key Managerial
Personnel appointed by the Company,
pursuant to Section 203 of the Act, during the
financial year.

The details of Key Management Persons as
per IRDAI CG Regulations read with IRDAI
(Registration, Capital Structure, Transfer
of Shares and Amalgamation of Insurers)
Regulations, 2024 are provided in the Corporate
Governance Report annexed to this Report.

7. Number of Meetings of the Board and
Committees

The Board of Directors met six (6) times during
the year. The detailed information of the dates
of meetings of the Board and its Committees,
attendance of Directors/Committee Members at
the meetings, constitution of the Board including
name, qualification, field of specialization, status
of Directorship held, etc. and Committees of the
Board including its terms of reference, are provided
in the Corporate Governance Report annexed to
this Report.

8. Composition of Audit Committee

The Audit Committee was constituted by the Board in
accordance with Section 177 of the Act, SEBI Listing
Regulations, IRDAI CG Regulations and CG Master
Circular. The Composition of the Audit Committee
as approved by the Board is, Mahender Kumar Garg
(DIN: 00081454), Gopalakrishnan Soundarajan
(DIN: 05242795), Vandana Gupta (DIN: 07790005)
and Christof Mascher (DIN: 09083996)

The details in this regard are given in the Corporate
Governance Report annexed to this Report.

During FY2025-26, all recommendations of the Audit
Committee were accepted by the Board.

9. Directors’ Responsibility Statement

I n accordance with the requirements of clause

(c) of sub-section (3) of section 134 read with

sub-section (5) of 134 of the Act, the Board of
Directors confirm that:

(a) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

(b) J he Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2026 and
of the profit of the Company for that period;

(c) the Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Act for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a
going concern basis;

(e) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate
and operating effectively;

(f) the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems are
adequate and operating effectively.

10. Policy on Appointment and
Remuneration of Directors and Policy
on Remuneration of Employees

Pursuant to the provisions of Section 178 of the
Act, Regulation 19 of the SEBI Listing Regulations,
IRDAI CG Regulations and CG Master Circular, the
Company has formulated the Policy on Appointment
and Remuneration of Directors of the Company and
the Policy on Remuneration of Employees and Key
Managerial Persons ("the Remuneration Policies”),
including the criteria for remuneration to Directors,
KMP and other employees as recommended by
the NRC and duly approved by the Board. The
Remuneration Policies further lay down the criteria for
identification of persons who are qualified and fit and
proper to become Directors on the Board including
criteria for determining qualifications, positive
attributes and independence of a Director.

During FY2025-26, the Company revised the Policy
on Remuneration of Employees and Key Managerial
Persons to provide clarity on the deferral provisions
applicable to variable pay. The Policy was further

12. Foreign Exchange Earnings and Outgo

Foreign exchange earnings during the year were ^
7,634 Lakhs (USD 8.06 million). The foreign exchange
outgo during the year was ^ 14,899 Lakhs (USD
15.74 million).

13. Risk Management Policy and
Framework

Your Company has a risk management policy to
identify and mitigate possible risks, which might
endanger the existence of the Company. The Risk
management policy of the Company is available on
the website of the Company athttps://www.godigit.
com/investor-relations

A statement on Risk Management Framework of the
Company and key risks and their mitigation is given
in the Corporate Governance Report annexed to
this Report.

14. Corporate Social Responsibility

The Company’s Corporate Social Responsibility
initiatives are guided by a commitment to create
sustainable and inclusive impact in society,
with focus areas encompassing education, skill
development, healthcare support, livelihood
enhancement and environmental sustainability.
These initiatives are undertaken through structured
programs and collaborations with implementing
partners, with the objective of addressing community
needs, supporting inclusive growth and contributing
meaningfully to society and environment.

Your Company has constituted a Corporate Social
Responsibility (“CSR”) Committee in accordance
with the provisions of the Act. The Composition of the
CSR Committee and the disclosure requirement as
envisaged under Section 134(3)(o) and Section 135
of the Act and Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 are given in
the Annual Report on Corporate Social Responsibility
activities, annexed to this Report.

The CSR Activities undertaken by the Company were
in accordance with the activities specified under
Schedule VII to the Act.

The CSR policy outlines the activities that can be
undertaken or supported by the Company within the
applicable provisions of the Act and alignment of
such activities as per the sustainable development
goals and principles. Apart from the composition
requirements of the CSR Committee, the CSR policy,
inter alia, lays down the criteria for selection of
projects and areas, annual allocation, modalities of

execution/implementation of activities, monitoring
mechanism of CSR activities/projects including the
formulation of annual action plan. The CSR policy
of the Company is available on the website of the
Company athttps://www.godigit.com/investor-
relations/corporate-social-responsibilitv-policv.

15. Significant and Material Orders
passed by the Regulators or Courts or
Tribunals

There were no significant and material orders passed
by the Regulators or Courts or Tribunals during
FY2025-26 impacting the going concern status of
your Company and its operations in future.

16. Adequacy of Internal Financial Controls

The Company has established and maintained
adequate internal financial controls with reference
to financial statements, commensurate with the
size, scale and complexity of its operations. These
controls are designed to ensure the orderly and
efficient conduct of business, safeguarding of
assets, prevention and detection of frauds and
errors, accuracy and completeness of accounting
records, and timely preparation of reliable financial
information in accordance with applicable
accounting standards and regulatory requirements.

During FY2025-26, such controls were tested and
no reportable material weakness in the design or
operations were observed.

The Internal Audit function carried out a risk-based
audit in accordance with the approved Annual
Audit Plan. The scope of internal audits covered
critical operational and financial processes such
as motor and non-motor underwriting, claims
processing (including motor OD, health, third party
and theft claims), commission payments, anti¬
money laundering and KYC compliance, legal and
compliance functions and information technology
controls. The internal audits were conducted with
a focus on assessing the adequacy and operating
effectiveness of internal controls, regulatory
compliance and process governance.

The internal financial control framework is supported
by a robust system of policies, standard operating
procedures, delegation of authority, system-based
validations, and defined approval mechanisms
across key functional areas including underwriting,
claims management, commission payments,
financial reporting, information technology, anti¬
money laundering and KYC compliance, human
resources and legal and compliance.

The Disclosures containing particulars of employees
as required under Section 197 of the Act read with
Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report.

The statement containing particulars of employees
as required under Section 197 of the Act read with
Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 forms part of this Report. Pursuant to the
provisions of the Act, the Annual Report including
financial statements are being sent to the Members
of the Company excluding the aforesaid statement.
Further in terms of Section 136 of the Act, the said
annexure is open for inspection and any Member
interested in obtaining a copy of the same may write
to the Company Secretary of the Company at the
registered office of the Company for a copy thereof.

18. Disclosure under the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)
Act, 2013 (“POSH Act”)

The Company has constituted an Internal Complaints
Committee for redressal and timely management of
sexual harassment complaints in line with the POSH
Act. The Internal Committee has minimum 50%
women representatives. The Internal Committee has
a senior woman leader as the presiding officer of
the Committee and one external member who is a
subject matter expert in this regard.

To create awareness on this topic and to sensitize
and educate the employees on the nuances of
sexual harassment at workplace, the employees
have to mandatorily undergo e-learning module on
Prevention of Sexual Harassment (“POSH”) during
the year.

During the year under review, the complaints
received, disposed and pending, pursuant to the
POSH Act, are as follows:

Further, no complaints were pending for more than a
period of ninety days.

19. Compliance with the Maternity Benefit
Act, 1961

Pursuant to the applicable provisions of law, the
Company hereby confirms that it has complied with
all relevant provisions of the Maternity Benefit Act,
1961, during the year under review. The Company
ensures that all eligible women employees are
extended maternity benefits in accordance with
the provisions of the Maternity Benefit Act, 1961,
including paid maternity leave, nursing breaks, and
creche facilities (where applicable). The Company
continues to uphold a supportive and inclusive work
environment for its women employees.

20. Establishment of Vigil Mechanism

Your Company has a vigil mechanism in place in the
form of Whistle Blowing Mechanism. The Company
has framed a Whistle Blowing Policy that outlines
the instances and the manner of raising concern by
employees, establishment, powers and functions
and decision making of Whistle Blower / Ethics
Committee (Management level), whistle blower’s
access to the Audit Committee in appropriate cases,
protection to the employees raising concerns in good
faith and action against false and frivolous concern.

Necessary actions have been taken against the
complaints received during the year under review.
No complaints were open as at the end of the year.

The Company has also formulated a policy on leak
or suspected leak of unpublished price sensitive
information pursuant to the SEBI (Prohibition
of Insider Trading) Regulations, 2015, to ensure
necessary actions be initiated in case of reporting
of any such cases and to entrust the employees
with a sense of responsibility and vigilance and to
prevent or take necessary actions in case of any
such occurrence.

No complaints were received during the period
under report

21. Contracts or Arrangements with
Related Parties

During the year, all the transactions with related
parties were carried out in ordinary course of
business and at arms’ length basis.

There were no material contracts or arrangement or
transactions at arm’s length basis that need to be
disclosed in Form AOC-2 as required under the Act.
As required under Accounting Standard (“AS”) 18
on Related Party Disclosures, the details of related
party transactions entered into by the Company
during FY2025-26 are covered in the Notes to
Accounts forming part of the financial statements.
The Joint Statutory Auditors of the Company have
issued an unmodified opinion on the financial
statements for FY2025-26 which includes related
party transactions and related disclosures thereon.

22. Dividend

The Directors do not recommend any dividend for
FY2025-26. In accordance with Regulation 43A
of the SEBI Listing Regulations, the Company has
adopted the Dividend Distribution Policy, which
covers various parameters based on which the Board
may recommend or declare dividend. The Dividend
Distribution Policy of the Company is hosted on the
website of the Company athttps://www.godigit.
com/investor-relations.

23. Details of Subsidiary or Joint Venture
or Associate Company

Your Company does not have any subsidiary or joint
venture or associate company.

24. Share Capital, Debentures and ESOPs

Equity Share Capital

As on March 31, 2026, the authorized share capital
of the Company was ^1,00,000 Lakhs divided into
1,00,00,00,000 Equity Shares of ^ 10 each and paid-
up capital of the Company was ^ 92,449.90 Lakhs
divided into 92,44,99,031 Equity Shares of ^ 10 each.

Debentures

As on March 31, 2026, the Company had 3,500
unsecured, unrated, unlisted, subordinated,
redeemable and Non-Convertible Debentures
(“NCDs”) outstanding. There was no unclaimed
interest amount lying with the Company.

The terms of issuance of NCDs are covered in Note
no. 37 of Notes to Accounts forming part of the
financial statements.

ESOPs

In compliance with the provisions of the Companies
(Share Capital and Debentures) Rules, 2014 and
the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, the Company has
implemented the Employee Stock Option Plan, 2018
(“ESOP Plan”) with the objective of attracting and
retaining employees. The ESOP Plan is administered
for the grant of stock options to eligible employees
of the Company, including employees of its holding
company, as detailed below:

The details can be accessed on the website of the
Company at https://www.godigit.com/investor-
relations.

25. Amounts to be carried to reserves

Your Company does not propose to transfer any
amounts to reserve.

26. Auditors and Auditors’ Report

Joint Statutory Auditors

Pursuant to the provisions of Sections 139, 142 and
other applicable provisions, if any, of the Act read
with the Companies (Audit and Auditors) Rules,
2014 (including any statutory modification(s) or re¬
enactments) thereof, for the time being in force)

and the IRDAI CG Regulations read with CG Master
Circular and other applicable laws, the Members
of the Company have appointed Kirtane & Pandit
LLP, Chartered Accountants (Firm Registration
Number 105215W / W100057) and PKF Sridhar
& Santhanam LLP, Chartered Accountants (Firm
Registration Number 003990S / S200018) as the
joint statutory auditors of the Company.

Kirtane & Pandit LLP holds office from the conclusion
of Sixth AGM till the conclusion of Eleventh AGM of
the Company and PKF Sridhar & Santhanam LLP
holds office from the conclusion of Seventh AGM till
the conclusion of Twelfth AGM of the Company.

The observations made, if any, in the Auditors’
Report, read with the relevant notes to financial
statements referred therein, are self-explanatory
and hence do not call for any comments under
Section 134 of the Act.

Secretarial Auditor

Pursuant to Section 204 of the Act read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI Listing Regulations, the Members
of the Company have approved the appointment of
Kanj & Co. LLP, Practicing Company Secretaries, as
the Secretarial Auditor of the Company for a period
of five (5) years from April 1, 2025 till March 31, 2030.

A report from the secretarial auditor in the prescribed
form MR-3 is annexed to this Report. It does not
contain any qualification, reservation or adverse
remark or disclaimer made by secretarial auditor and
hence do not call for any comments from the Board.

Since the auditors i.e. Joint statutory auditors and
secretarial auditor have not reported any matter
under section 143(12) of the Act to the Audit
Committee, no detail is required to be disclosed
under section 134(3)(ca) of the Act.

27. Cost records

The provisions pertaining to maintenance of cost
records as per Section 148 of the Act, are not
applicable to the Company. Therefore, the Company
is not required to maintain cost records.

28. Deposits

Your Company has not accepted any public deposits
during FY2025-26.

29. Particulars of Loans, Guarantees or
Investments

The Company being an insurance company, the
provisions of Section 186(4) of the Act, requiring

disclosure in the financial statements of the full
particulars of the loans given, investment made or
guarantee given or security provided including the
purpose for which the loan or guarantee or security
is proposed to be utilised by the recipient of the loan
or guarantee or security, are not applicable.

30. Compliance with Secretarial Standards

The Company has complied with the provisions
of Secretarial Standards issued by the Institute of
Company Secretaries of India, for the time being in
force and applicable, during FY2025-26.

31. Disclosures in relation to the Companies
(Share Capital and Debenture)
Rules, 2014 and SEBI (Share Based
Employee Benefits and Sweat Equity)
Regulations, 2021

(a) the Company has not issued any equity shares
with differential rights during the year and
hence no information as per provisions of Rule
4(4) has been furnished;

(b) the Company has not issued any sweat
equity shares during the year and hence no
information as per provisions of Rule 8(13) has
been furnished; and

(c) Employee Stock Option Plan-

The Company has formulated an Employee Stock
Option Plan titled as Go Digit Employee Stock Option
Plan 2018 ("ESOP Plan”) with the aim of retaining
and attracting talent and in administering the issue
of Stock Options to its eligible employees including
the employees of the holding company.

There has been no material variation in the terms of
the options granted under the ESOP Plan except for
the modification to increase the exercise period in
the plan from ‘Four (4) years from the date of Vesting
of such Option’ to ‘Eight (8) years from the date of
Vesting of such Option’ in compliance with SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SBEB & SE Regulations”), as
approved by the Members of the Company by means
of a special resolution passed on November 29, 2025
vide Postal Ballot process.

The annual certificate on compliance with SBEB & SE
Regulations, issued by the Kanj & Co. LLP, Secretarial
Auditors of the Company shall be made available for
inspection by the Members of the Company at the
ensuing AGM.

There were no instances of loan granted by
the Company to its employees for purchasing/
subscribing its shares.

The statutory disclosures as mandated under
the SBEB & SE Regulations and the SEBI Listing
Regulations, have been hosted on the website of the
Company athttps://www.godigit.com/investor-
relations.

32. Update on IndAS

The Ministry of Corporate Affairs (‘MCA’),
vide notification dated August 12, 2024, has
notified Indian Accounting Standard (‘Ind AS’)
117 - Insurance Contracts (Indian equivalent of
International Financial Reporting Standard 17),
applicable to annual reporting periods beginning on
or after April 1, 2024.

IRDAI, vide the IRDAI (Actuarial, Finance and
Investment Functions of Insurers) (Amendment)
Regulations, 2026 notified on March 30, 2026,
has amended the IRDAI (Actuarial, Finance and
Investment Functions of Insurers) Regulations, 2024,
providing for implementation of Ind AS by insurers
with effect from April 1, 2026. IRDAI has further
issued a clarificatory circular dated April 1, 2026
providing operational, accounting and regulatory
clarifications on the implementation.

I RDAI had further allowed that the Insurers may
apply for seeking forbearance upto one year for
preparation of Ind AS financial statements under the
IRDAI (Actuarial, Finance and Investment Functions
of Insurers) Regulations, 2024, by submitting an
application on or before 30^th April, 2026, along with
a Board approved action plan.

I n respect of insurers to whom forbearance is
granted for one year, financial statements shall be
prepared in accordance with Schedule - II of the
IRDAI (Actuarial, Finance and Investment Functions
of Insurers) Regulations, 2024 and shall be the basis
of financial reporting.

Insurers shall, during the period of forbearance,
prepare Financial Information (Ind AS Proforma
statements) in accordance with Schedule - IIA of the
Insurance Regulatory and Development Authority of
India (Actuarial, Finance and Investment Functions

of Insurers) Regulations, 2024 and submit to
the Authority.

Although the Company is fully Ind AS-ready from
an operational, actuarial, finance and systems
standpoint and has already prepared audited
special-purpose Ind AS financial statements for
FY2025-26, certain material income-tax implications
arising from Ind AS adoption remain unresolved.
Accordingly, pursuant to the approval of the Board
and in terms of Regulation 6A of the Amendment
Regulations, the Company has decided to seek one-
year forbearance for FY2026-27.

Subject to the Authority’s approval, the Company
shall continue to prepare its financial statements
under the existing IGAAP framework for all statutory
purposes, while parallelly preparing and disclosing
Ind AS Proforma Financial Information in accordance
with the Circular dated 1 April 2026.

33. Any revision of financial statements or
report of the Board

There has been no revision of financial statements or
reports of the Board during FY2025-26.

34. Credit Rating

During FY2025-26, CRISIL Ratings Limited ("CRISIL”)
undertook multiple rating actions in respect of the
Company’s Corporate Credit Rating. Vide its letter
dated September 17, 2025, CRISIL upgraded the
Company’s Corporate Credit Rating to "CRISIL AA-/
Stable” (pronounced as CRISIL double A minus rating
with Stable outlook) from the erstwhile "CRISIL A /
Positive”. Thereafter, vide its letter dated December
31, 2025, CRISIL reaffirmed the rating at "CRISIL
AA-” and placed the same under "Rating Watch
with Developing Implications”. The said rating and
Rating Watch were further reaffirmed by CRISIL vide
its letter dated March 31, 2026. The credit rating
letters issued by CRISIL during the year have been
made available on the website of the Company at
www.godigit.com/investor-relations.

35. Business Responsibility and
Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Company is required to publish
Business Responsibility and Sustainability Report
(“BRSR”) as a part of its Annual Report. The
BRSR maps the sustainability disclosure of the
Company against the nine principles of the ‘National
Guidelines on Responsible Business Conduct’ issued
by the MCA.

The disclosure related to BRSR of the Company
for FY2025-26 is annexed to this report and is also
hosted on the website of the Company and can be
viewed on www.godigit.com/investor-relations.

36. Disclosures under Insolvency and
Bankruptcy Code, 2016

a. Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016

During the year, the Company has not filed
any application nor any such proceeding is
pending under the Insolvency and Bankruptcy
Code, 2016.

b. Details of one time settlement under
Insolvency and Bankruptcy Code, 2016

The requirement of disclosing details of
difference between amount of the valuation
done at the time of one time settlement and
the valuation done while taking loan from the
banks or financial institutions is not applicable,
as the Company has not filed any application for
settlement under the Insolvency and Bankruptcy
Code, 2016 during FY2025-26.

37. Acknowledgements

The Directors would like to take this opportunity to
express their sincere appreciation for the continued
support and guidance of all the Regulatory
Authorities, Company’s Bankers, Consultants,
Advisors and Members.

The Directors also wish to place on record their
appreciation for the dedicated efforts put in by the
employees of the Company at all levels.

For and on behalf of Board of Directors
Go Digit General Insurance Limited

Sd/-

Kamesh Goyal

Chairman
DIN - 01816985

Date of Signing: April 28, 2026
Place: Bengaluru, India