Go Digit General Insurance Ltd Directors Report

To,

The Members of

Go Digit General Insurance Limited

Your Directors have pleasure in presenting their Eighth Annual Report and audited financial statements for the financial year ended 31 Mar 2024.

1. The highlights of the Financial Results are as under:

Financial Highlights

Particulars	31 Mar 2024	31 Mar 2023
Gross written premium	9,016	7,243
Net earned premium	7,096	5,164
Profit / (Loss) after tax	182	36
Net worth	2,515	2,325
Assets under management (including cash)	15,764	12,668

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 premium grew from 256,894 Crore in financial year 2023 to 289,738 Crore in financial year 2024, a growth of 13 %. Your Companys gross written premium grew from 7,243 Crore in financial year 2023 to 9,016 Crore in financial year 2024. The market share of the Company stood at 3.1%.

4. Material changes and commitments affecting the financial position

The Company has raised 1,125 Crore by issuing Equity Shares through the Initial Public Offer from the end of the financial year of the Company to which the balance sheet relates and the date of this report.

5. Weblink of the Annual Return

The Company will place the Annual Return for financial year 2023-24 on the website of the Company once the return is filed on MCA portal.

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

6. Directors and Key Managerial Personnel Board of Directors

As on the date of this report, the Board of Directors comprises six (6) Directors, including a Managing

Director & Chief Executive Officer (woman director), two Non-Executive Directors (including our Chairman), and three Independent Directors (one of whom is a woman director), the details of whom are given in in the Corporate Governance Report annexed to this Report.

Retirement by Rotation

At the ensuing Annual General Meeting (AGM), pursuant to provisions of Section 152 of the Companies Act 2013, Kamesh Goyal (DIN: 01816985) will retire by rotation and being eligible he has offered himself for re-appointment. Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board recommends his re-appointment at the ensuing AGM.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and all the Directors have confirmed that they fulfill the ‘fit and proper criteria as laid down under Guidelines for Corporate Governance for insurers in India issued by IRDAI.

There is no change in the Key Managerial Personnel appointed by the Company, pursuant to Section 203 of the Companies Act, 2013, during the financial year.

7. Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) & (7) of the Companies

Act, 2013 and Regulation 16(1)(b) and Regulation 25 of the Listing Regulations, as amended from time to time. All the Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the applicable provisions. The Board is of the opinion that the Independent Directors are persons of integrity and possess relevant expertise, proficiency and experience.

8. Number of Meetings of the Board

The Board of Directors met nine (9) 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 and Committees of the Board including name, qualification, field of specialization, status of Directorship held, etc. and their terms of reference, are provided in the Corporate Governance Report annexed to this Report.

9. Directors Responsibility Statement

In accordance with the requirements of clause (c) of sub-section (3) of section 134 of the Companies Act, 2013 ("the Act"), the Board of Directors wishes to 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) the 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 31 Mar 2024 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 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

Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 is hosted on the website of the Company and can be viewed at: (https://www.godigit.com/investor-relations )

The Insurance Regulatory and Development Authority of India (IRDAI), vide circular bearing number IRDAI/F&A/GDL/MISC/141/6/2023 dated 30 Jun 2023 has issued the "Guidelines on Remuneration of Directors and Key Managerial Persons of Insurers" (the "Guidelines"), governing the compensation and remuneration of Directors and Key Managerial Persons of the Insurers. Pursuant to the abovementioned Guidelines of IRDAI, the Company has adopted a Policy on Appointment and Remuneration of Directors and Policy on Remuneration of Employees. The Companys Policy on Appointment and Remuneration of Directors and Policy on Remuneration of Employees were reviewed by the Nomination and Remuneration Committee (NRC) and the Board on 7 Feb 2024. The key features and objectives of policy are given in Annexure II of Notes to Accounts forming part of the financial statements.

11. Conservation of Energy & Technology absorption

Your Company does not have a manufacturing activity. The Directors, therefore, have nothing to report on conservation of energy and technology absorption. However, your Company extensively uses technology in its operations.

12. Foreign Exchange Earnings and Outgo

Foreign exchange earnings during the year were 64.6 Crore (US$ 7.8 million). The foreign exchange outgo during the year was 133.9 Crore (US$ 16.2 million).

13. Risk Management Policy

Your Company has a Risk Management policy to identify and mitigate possible risks, which might endanger the existence of the Company. A statement on key risks and their mitigation is given in the Corporate Governance Report annexed to this Report.

14. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions of the Companies Act, 2013. The Composition of the CSR Committee and the disclosure requirement as envisaged under Section 134(3)(o) and Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the annual report on CSR activities, annexed to this Report.

15. Performance Evaluation of the Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and IRDAI Corporate Governance Guidelines, the Board has carried out an annual performance evaluation of its own performance, and that of its Committees, and individual Directors for the financial year 2023-24 in the following manner:

• Evaluation sheets were filled by each of the Directors with regards to the evaluation of the performance of the Board, its Committees and individual Directors for the year;

• The feedback received from all the Directors was then compiled, based on which a report of performance evaluation was prepared by the Chairman;

• The report of performance evaluation was then noted in the meeting of the Board of Directors;

The Nomination and Remuneration Committee reviewed the implementation and compliance of the evaluation process followed by the Company.

16. 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 the year impacting the going concern status of your Company and its operations in future.

17. Adequacy of Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

18. Composition of Audit Committee

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

19. Particulars of Employees

Pursuant to the provisions of section 197 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are annexed to this Report. This Report and financial statements are being sent to Members excluding the said information. Any Member interested in obtaining such information may write to the Company Secretary at the registered office of the Company for a copy thereof.

Further, the disclosures on managerial remuneration as required under Rule 5(1) of the said rules were not applicable to the Company during the year under review and the said details would be furnished from financial year 2024-25 onwards.

20. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. Establishment of Vigil Mechanism

Section 177(9) & (10) of the Companies Act, 2013 and rules made thereunder were not applicable to your Company during the year.

However, your Company has vigil mechanism in place in the form of Whistle Blowing Mechanism. The Whistle Blowing Policy 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 blowers access to the Audit Committee in appropriate cases, protection to the employees raising concerns in good faith and action against false and frivolous concern.

22. Contracts or Arrangements with Related Parties

During the year under review, all the transactions with related parties were in the ordinary course of business and at an arms length basis. During the year under review, there were no material contracts or arrangement or transactions at arms length basis that need to be disclosed in Form AOC-2 as required under the Companies Act, 2013. As required under Accounting Standard (AS) 18 on Related Party Disclosures, the details of related party transactions entered into by the Company during financial year 2024 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 financial year 2024 which includes therein related party transactions and related disclosures thereon.

23. Dividend

The Directors do not recommend any dividend for the financial year 2023-24. In accordance with Regulation 43A of the 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 at (https://www.godigit.com/ investor-relations).

24. Details of Subsidiary or Joint Venture or Associate Company

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

25. Capital

During the year, the Company has made allotment of 11,46,511 Equity Shares pursuant to exercise of ESOPs.

As on 31 Mar 2024, the authorised share capital of the Company was 10,00,00,00,000 divided into 1,00,00,00,000 Equity Shares of 10 each and paid- up capital of the Company was 8,75,16,44,040 divided into 87,51,64,404 Equity Shares of 10 each.

Initial Public Offering:

Pursuant to initial public offering, the Company has raised capital of 1125 Crore by way of fresh issue of 4,13,60,294 Equity Shares at a price of 272 per Equity Share (including a share premium of 262 per Equity Share). The total Equity Share Capital of the Company pursuant to the said issue consist of 91,72,02,340 Equity Shares of face value of 10 aggregating to 9,17,20,23,400.

26. Debentures

During the year, the Company has issued and allotted following unsecured, unrated, unlisted, subordinated, redeemable and Non-Convertible Debentures ("NCDs"):

• 2,000 NCDs of 10,00,000 each on 15 Dec 2023

• 1,500 NCDs of 10,00,000 each on 19 Mar 2024

The terms of issuance of NCDs are covered in Note No. 39 of Notes to Accounts forming part of the financial statements.

27. Amounts to be carried to reserves

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

28. Auditors Report

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 Companies Act, 2013.

During the year, there was no fraud reported by the joint statutory auditors to the Audit Committee under sections 134(3)(ca) and 143(12) of the Companies Act, 2013.

29. Auditors

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Corporate Governance Guidelines issued by the Insurance Regulatory and Development Authority of India (IRDAI) dated 18 May 2016 and other applicable law, Kirtane & Pandit LLP, Chartered Accountants (Firm Registration Number 105215W / W100057), joint statutory auditors of the Company hold office from the conclusion of Sixth AGM till the conclusion of Eleventh AGM of the Company and PKF Sridhar & Santhanam LLP, Chartered Accountants, (Firm Registration Number 003390S/S200018) joint statutory auditors of the Company hold office from the conclusion of Seventh AGM till the conclusion of Twelfth AGM of the Company.

30. Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Kanj & Co. LLP, Practicing Company Secretaries, to conduct secretarial audit of the Company for the financial year 2023-24.

The Secretarial Audit report for the financial year 2023-24 is annexed to this Report. The observations or comments made, if any, in the Secretarial Auditors Report are self-explanatory and do not call for anycomments under Section 134 of the Companies Act, 2013.

31. Cost records

As per section 148 of the Companies Act, 2013 the provisions of Cost Records are not applicable to the Company. Therefore, the Company is not required to maintain its cost records.

32. Deposits

Your Company has not accepted any public deposits during the year.

33. Particulars of Loans, Guarantees or Investments

The provisions of Section 186(4) of the Companies Act, 2013, require 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 to the Company, being an insurance company.

34. 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 the financial year 202324.

35. Disclosures in relation to the Companies (Share Capital and Debenture) Rules, 2014

(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 2018-

The details pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the financial year 2023-24, are as follows:

Sr. Particulars No.	Details
1. options granted during the financial year 2023-24	13,24,812
2. options vested	24,02,310
3. options exercised	11,46,511
4. the total number of shares arising as a result of exercise of option	11,46,511
5. options lapsed	3,18,422
6. the exercise price	Rs. 10, Rs. 27, Rs. 75, Rs. 172, Rs. 314, and Rs. 387
7. variation of terms of options	None.
	The Shareholders at the Annual General Meeting held on 26 Jul 2023 had amended the exercise period from 2 years to 4 years for the benefit of employees.
8. money realized by exercise of options;	Rs. 6,41,50,253, of which
	Rs. 1,14,65,110 is towards face value and
	Rs. 5,26,85,143 is towards securities premium
9. total number of options in force as on 31 Mar 2024	1,47,74,369
10. employee wise details of options granted to;-
(i) key managerial personnel during the financial year 2023-24	None
(ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year	Philip Varghese: 1,33,741 options
(iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;	None

36. Update on IndAS

The IRDAI vide its communication (Ref No. 100/2/ IFRS-Mission Mode/2022-23) dated 15 Sep 2023, has proposed a phase-wise implementation approach for IFRS/Ind AS in insurance sector. All the insurers have been bucketed into three phases based on their listing status and size of assets under management (AUM). The insurers who are listed or are in process of listing or having AUM greater than 35,000 crores as at 31 Mar 2022 are proposed to be covered under phase 1. The implementation dates proposed for each phase are:

Phase Implementation Date

1. 1 Apr 2025

2. 1 Apr 2026

3. 1 Apr 2027

The Company has initiated steps to progress towards IFRS/Ind AS implementation.

37. Any revision of financial statement or report of the Board

There has been no revision of financial statements or reports of the Board during the financial year 202324.

38. Acknowledgements

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

The Directors 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
Jasleen Kohli	Christof Mascher
Managing Director and	Independent Director
Chief Executive Officer	DIN - 09083996
DIN - 07634112	Date of Signing: 11 Jun 2024
Date of Signing: 11 Jun 2024	Place: Bengaluru, India
Place: Bengaluru, India