Directors Report of Go Digit General Insurance Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their Ninth Annual Report and audited financial statements for the financial year ended March 31, 2025.

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

^ in Crore
Particulars	March 31, 2025	March 31, 2024
Gross written premium	10,282	9,016
Net earned premium	8,046	7,096
Profit / (Loss) after tax	425	182
Net worth	4,033	2,515
Assets under management (including cash)	19,703	15,764

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 gross direct premium grew from ^ 2,89,645 Crore in financial year 2024 to ^ 3,07,659 Crore in financial year 2025, a growth of 6%. Your Company’s gross written premium (“GWP”) grew from ^ 9,016 Crore in financial year 2024 to ^ 10,282 Crore in financial year 2025. The market share of the Company on gross written premium stood at 3.3% as compared to 3.1% for the previous financial year. Out of Company’s total GWP, Fire contributed 8.0%, Motor 57.0%, Engineering 1.5%, Health and Travel 18.1% and other lines of business 15.4%. 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, 2025 were 80.0% and 97.8% respectively as against 85.8% and 91.8% respectively for the previous financial year. The loss ratio of the Company for financial year ended March 31, 2025 was 72.8% as against 70.3% for the previous financial year. The combined ratio of the Company for the financial year ended March 31, 2025 was 109.3% as against 108.7% for the previous financial year.

Insurance 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 Insurance

Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024. The solvency margin position of the Company as at March 31, 2025 was 2.24 times as compared to 1.61 times as at March 31, 2024. The net worth of the Company increased from '' 2,515 Crore as at March 31, 2024 to '' 4,033 Crore as at March 31, 2025.

4. Material changes and commitments affecting the financial position

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 Companies Act, 2013 (“the Act”), the annual return of the Company prepared as per Section 92(3) of the Act for the financial year 2024-25 will be placed on the website of the Company once the return is filed with the Registrar of Companies, Pune.

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

As on the date of this report, the Board of Directors comprises of seven (7) Directors, including a Managing Director & Chief Executive Officer (Woman

Director), two Non-Executive Directors (including the Chairman), and four 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 Insurance Regulatory and Development Authority of India (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) Mahender Kumar Garg (DIN: 00081454) was appointed as Additional Director in the category of Non-Executive Independent Director of the Company for the period starting from June 30, 2024 and till May 9, 2028, not liable to retire by rotation. Subsequently, the Members of the Company at the Annual General Meeting (“AGM”) held on August 14, 2024, approved the appointment of Mahender Kumar Garg as Non-Executive Independent Director of the Company with effect from June 30, 2024.

b) Gopalakrishnan Soundarajan (DIN: 05242795) was appointed as Additional Director in the category of Non-Executive Director with effect from June 30, 2024, liable to retire by rotation. Subsequently, the Members of the Company at the AGM held on August 14, 2024, approved the appointment of Gopalakrishnan Soundarajan as Non-Executive Director of the Company with effect from June 30, 2024.

c) Mukul Kant Gupta (DIN: 08730748) was appointed as Additional Director in the category of Non-Executive Independent Director of the Company for the period of 3 years with effect from November 21, 2024, not liable to retire by rotation. The said appointment was approved by the Members of the Company through a resolution passed through postal ballot on January 18, 2025.

ii) Resignation

Pursuant to the provisions of clause 2.4 (a) of CG Master Circular, the maximum age limit for Non-Executive Directors of the Board, is capped at 75 years and after attaining the age of 75 years, no person should continue on the Board of an insurer. Provided that in cases where the Non-Executive Director had already attained the age of 75 years as on the date of issue of the CG Master Circular, such insurers were required to appoint new incumbent in place of such NonExecutive Director by June 30, 2024.

To meet the abovementioned regulatory requirement, Chandran Ratnaswami had resigned as the Non-Executive Director of the Company w.e.f. June 30, 2024 and Rajendra Beri had resigned as the Non-Executive Independent Director of the Company w.e.f. June 30, 2024 i.e. before the expiry of his current term. The Board placed on record its sincere appreciation for the services rendered by Chandran Ratnaswami and Rajendra Beri during their tenure as Directors of the Company.

iii) Retirement by Rotation

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

A resolution seeking Members approval for appointment of a Director in place of Kamesh Goyal (DIN: 01816985), who retires by rotation and, being eligible, offers himself for reappointment, will form part of the Notice of 9^th AGM. Kamesh Goyal 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 Kamesh Goyal along with details as required will form part of the Notice of the 9^th AGM.

The details of Key Managerial Personnel (“KMPs”) are provided in the Corporate Governance Report annexed to this report.

There is no change in the KMPs appointed by the Company, pursuant to Section 203 of the Act, during the financial year.

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

7. Number of Meetings of the Board

The Board of Directors met eleven (11) 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.

8. Directors’ Responsibility Statement

In 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 confirms:

(a) i n 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 March 31, 2025 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) t he Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. 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 and IRDAI CG Regulations and CG Master Circular, the Company has formulated the Policy on Appointment and Remuneration of Directors of Go Digit General Insurance Limited 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.

The Remuneration Policies are hosted on the website of the Company at https://www.godigit.com/investor-relations.

The key features and objectives of the remuneration policies are given in Annexure II of Notes to Accounts forming part of the financial statements.

10. Conservation of Energy & Technology Absorption

Considering the nature of business of the Company, the information relating to conservation of energy as per Section 134(3) of the Act and Rule 8(3) of Companies (Accounts) Rules, 2014 is not applicable to the Company and the details pertaining to the environmental conservation and usage of energy are detailed in the Business Responsibility and Sustainability Report annexed to this report. Your Company extensively uses technology in its operations. Following are the disclosures for technology absorption required under rule 8(1) of Companies (Accounts) Rules, 2014:

Sr. No.	Particulars	Remarks
1.	Efforts made towards technology absorption;	i. Artificial Intelligence (“AI”) enabled Auto Parts Damage Detection and Recommendation Tool for Motor Claims - An AI tool built completely in-house by Go Digit. ii. E-mail Intent Classification - Go Digit has built an intent-classification AI engine. iii. Instant Customer Sentiment Detection Model - Go Digit has developed an AI-based sentiment analysis model. iv. Go Digit VRL: An ML-based Real-Time NAT-CAT Granular Risk Assessment Tool - Inhouse built Go Digit VRL is ML-based risk assessment tools for natural catastrophes like floods. v. Testing and Deployment Automation - To solve frequent downtimes caused by faulty code deployments, impacting productivity and customer experience, Go Digit has built a mesh map to visualize "Calls From” and "Calls To” relationships between services.
2.	Benefits derived like product improvement, cost reduction, product development or import substitution	i. AI-enabled Auto Parts Damage Detection and Recommendation Tool for Motor Claims - The AI tool makes the claims assessment accurate, faster and quicker, requiring less human resource and also aids in mitigating fraud. ii. E-mail Intent Classification - The model reads incoming emails and predicts their intent, assigns priority and auto-generates replies through robotic automation, thus reducing response time and improving efficiency. It mimics human decision-making to automate routine tasks, allowing human agents to focus on complex issues. iii. Instant Customer Sentiment Detection Model - The model detects sentiments in audio and text, analyze calls in real time and prompt for team leader intervention where the score is a high negative. This approach helps identify and address irate customers quickly, significantly improving customer experience and ensuring timely resolution of concerns. iv. Go Digit VRL: An ML-based Real-Time NAT-CAT Granular Risk Assessment Tool - It scores and classifies risks in real time at a granular level, predicting potential damage to insured assets from riverine, flash, and urban floods. Given India’s diverse terrain, VRL addresses underwriting challenges by analysing multiple parameters to generate unique risk scores, enabling faster, more accurate underwriting decisions. This innovation has improved Go Digit’s Property & Casualty portfolio by reducing the Mean Damage Ratio for NAT-CAT losses, enhancing overall risk management and profitability. v. Testing and Deployment Automation - This has helped in pinpointing dependencies and ensure comprehensive testing enhancing system stability.

Sr. No.	Particulars		Remarks
3.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-		Not Applicable.
	a.	the details of technology imported
	b.	the year of import
	c.	whether the technology been fully absorbed
	d.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
4.	Expenditure incurred on Research and Development		Not Applicable

11. Foreign Exchange Earnings and Outgo

Foreign exchange earnings during the year were ^ 91.5 Crore (USD 10.7 million). The foreign exchange outgo during the year was ^ 185.6 Crore (USD 21.7 million).

12. 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.

13. Corporate Social Responsibility

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 CSR activities, annexed to this Report.

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

Pursuant to the provisions of the Act, SEBI Listing Regulations, IRDAI CG Regulations and CG Master Circular, the Board has carried out an annual performance evaluation of its own performance, and that of its Committees, and individual Directors (including Independent Director and Chairman and except for the Director being evaluated) for the financial year 2024-25 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 (including Independent Director and Chairman and except for the Director being evaluated) 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 on performance evaluation was then noted in the meeting of the Board of Directors;

The NRC reviewed the implementation and compliance of the evaluation process followed by the Company.

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

16. 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.

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

18. Particulars of Employees

The statement 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 read with Rule 5(2) 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.

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

The Company has constituted Internal Complaints Committee for redressal and timely management of sexual harassment complaints in line with the Act as well as Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are as follows:

Particulars	Details
Number of complaints pending at the beginning of the financial year	0
Number of complaints received during the financial year	1
Number of complaints resolved during the financial year	1
Number of complaints pending at the end of the financial year	0

20. Establishment of Vigil Mechanism

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 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.

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.

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

21. Contracts or Arrangements with Related Parties

During the year, all the transactions with related parties were in the ordinary course of business and at arm’s 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 the financial year 2024-25 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 2024-25 which includes related party transactions and related disclosures thereon.

22. Dividend

The Directors do not recommend any dividend for the financial year 2024-25. 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 at https://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

During the year, the Company has allotted 65,01,236 Equity Shares against exercise of employee stock options (ESOPs).

As on March 31, 2025, the authorized 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 ^ 9,23,02,59,340 divided into 92,30,25,934 Equity Shares of ^ 10 each.

Initial Public Offering:

The Company listed its equity shares on both the recognized stock exchanges i.e. National Stock Exchange of India Limited and BSE Limited with effect from May 23, 2024.

Pursuant to Initial Public Offering, the Company had raised capital of '' 1,125 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).

25. Debentures

As on March 31, 2025, 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. 39 of Notes to Accounts forming part of the financial statements.

26. Amounts to be carried to reserves

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

27. 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 Act.

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 Act.

28. 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-enactment(s) thereof, for the time being in force) and the IRDAI CG Regulations read with CG Master Circular and other applicable law, 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.

29. 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 Board has appointed Kanj & Co. LLP, Practicing Company Secretaries, to conduct secretarial audit of the Company for the financial year 2024-25. The secretarial audit report for the financial year 202425 is annexed to this Report. The observations in the secretarial audit report are self-explanatory and do not call for any comments under Section 134 of the Act.

Pursuant to the recent amendments to the provisions of Regulation 24A of the SEBI Listing Regulations, the Board of Directors has approved and recommended to the Members of the Company 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.

30. 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.

31. Deposits

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

32. Particulars of Loans, Guarantees or Investments

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 to the Company, being an insurance company.

33. Compliance with Secretarial Standards

The Company has generally 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 2024-25.

34. 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 in the minimum vesting period of the options from 2 years to 1 year from the date of grant as approved by the Members in their AGM held on August 14, 2024 and the same is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB & SE Regulations”). As required under the SBEB & SE Regulations, post listing of the equity shares of the Company on Stock Exchanges, the ESOP Plan was ratified by the Members of the Company in their AGM held on August 14, 2024.

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 at https://www.godigit.com/investor-relations.

35. Update on IndAS

The Ministry of Corporate Affairs (‘’MCA”) has notified Indian Accounting Standard ("IND AS”) 117 Insurance Contracts (Indian equivalent of International Financial Reporting Standard 17) on August 12, 2024 and is effective from April 1, 2024.

IRDAI vide its approach note dated September 30, 2024 has circulated phase wise implementation plan of IND AS in the insurance sector with the implementation date as April 1, 2027.

Indian Generally Accepted Accounting Principles ("IGAAP”) financial statements shall continue to be considered as the financial statements for all regulatory purposes during this period.

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

There has been no revision of financial statements or reports of the Board during the financial year 202425.

37. Credit Rating

During the year, the rating agency CRISIL Ratings Ltd. ("CRISIL”), has re-affirmed their ratings to A (pronounced as CRISIL A plus rating) in favor of the Company. The credit rating certificate issued by CRISIL has been made available on the website of the Company at www.godigit.com/investor-relations.

38. 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 the financial year 2024-25 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.

39. Disclosures under Insolvency and BankruptcyCode, 2016a. 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 the year.

40. 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.

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Mar 31, 2024

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

'' in Crore

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 Company''s 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 Company''s 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 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.

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 arm''s length basis. During the year under review, 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 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 Auditor''s Report are self-explanatory and do not call for any

comments 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. No.	Particulars	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	'' 10, '' 27, '' 75, '' 172, '' 314, and '' 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;	'' 6,41,50,253, of which '' 1,14,65,110 is towards face value and '' 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, Company''s 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