Go Digit IPO Basis of Allotment

Our Company was incorporated as 'Oben General Insurance Limited' at Pune. Maharashtra, under the Companies Act. 2013. pursuant to a certificate of incorporation dated December 7.2016, issued by the Registrar of Companies. Maharashtra at Pune ("RoC"). Subsequently, pursuant to a resolution of our Board date May 23, 2017 and a resolution of our Shareholders dated May 23.2017. the name of our Company was changed from 'Oben General Insurance Limited' to 'Go Digit General Insurance Limited', and a fresh certificate of incorporation under the Companies Act. 2013 was issued by the RoC on June 12, 2017. For further details in relation to change in name of our Company and Registered office, see "History and Certain Corporate Matters' on page 315 of the Prospectus dated May 17, 2024 filed with the RoC ('Prospectus').

Our Company has filed the Prospectus dated May 17,2024 with the RoC, and the Equity Shares are proposed to be listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (and together, the "Stock Exchange") and trading is expected to commence on May 23,2024.

INITIAL PUBLIC OFFERING OF 96,126,686 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH ("EQUITY SHARES") OF GO DIGIT GENERAL INSURANCE LIMITED (THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF Rs. 272 PER EQUITY SHARES (INCLUDING A SHARE PREMIUM OF Rs. 262 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO Rs. 26,146.46 MILLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 41,360,294 EQUITY SHARES AGGREGATING TO Rs. 11,250.00 MILLION BY OUR COMPANY (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 54,766,392 EQUITY SHARES AGGREGATING TO Rs. 14,896.46 MILLION BY THE SELLING SHAREHOLDERS REFERRED TO IN ANNEXURE A (THE "OFFER FOR SALE"). THE OFFER CONSTITUTED 0.48% OF OUR POST-OFFERS PAID-UP EQUITY SHARE CAPITAL.

1. We have a track record of reporting losses and, we may not be able to maintain profitability in the future. We started our operations in 2017 and our limited operating history makes it difficult to accurately evaluate our future business prospects. For further details, see Risk factor no. 1 on page no. 41 of Prospectus.

2. Our loss reserves are based on estimates as to future claims liabilities and if they prove inadequate, it could lead to further increase in reserves and adversely affect our results of operations

* GWP is for the nine month period ended and not annualised.

3. We have received cautions, warnings and show-cause notices from the IRDAI due to alleged non-compliance with various regulatory prescriptions in the past, and IRDAI has imposed penalties in certain cases, and we may be subject to such regulatory action in the future. We are also subject to extensive supervision and regulatory inspections (onsite and offsite, thematic or otherwise) by the IRDAI. For further details, see Risk factor 5 on page no. 47 of the Prospectus and Outstanding Litigation and Material Developments - Litigation involving our Company - Litigation against our Company - Actions by statutory or regulatory authorities on page 537 of Prospectus.

4. We are required to meet the mandatory control level of solvency margin as prescribed under the Insurance Act and we could be subject to regulatory actions and could be forced to stop transacting any new business or change our business strategy which can slow down our growth. The minimum solvency ratio as specified by IRDAI is 1.50x, whereas as at nine months ended December 31,2023 the ratio maintained by Company is 1,60x. Further, we may need to raise additional capital in order to meet such requirements. We may not be able to obtain additional capital in a timely manner or on acceptable terms or at all, which would adversely affect our business, financial condition, prospects, and results of operations. For details please refer Risk factor 3 on page no. 44 of Prospectus.

5. We rely on motor vehicle insurance products for a substantial amount of our revenues and profitability. Any constraint on sale of these products due to future changes in regulation or customer preference, or any inability to maintain a profitable portfolio mix of products, could have a material adverse effect on our business, financial condition, results of operations and prospects.

6. The promoters of our Company are GDISPL, Kamesh Goyal, Oben Ventures LLP (formerly Oben Ventures Private Limited) and FAL. If any of our Promoters sell a controlling interest in GDISPL to a third party, our Company may become, jointly or solely, subject to the control of a presently unknown third party, which could dilute the shareholding of our Promoters, and would adversely affect our business and future prospects. FAL holds 7,800,000 CCPS issued by GDISPL. Upon conversion of the CCPS, the parties have agreed that the shareholding of FAL in GDISPL will represent up to a maximum of 82.07% of the share capital of GDISPL. Further, upon conversion of the CCPS, the indirect shareholding of FAL in our Company (on a fully diluted basis) could increase up to a maximum of 68.65%. While we believe that upon the CCPS conversion, none of our Promoters shall cease to act as promoters of our Company, we cannot assure you that the regulators will not take an adverse view, in which case such an event may have an adverse effect on our Company or its shareholders. Further, each of FAL and, subject to FAL's consent and right of first refusal, Kamesh Goyal and Oben Ventures LLP has the ability, should they choose to do so, to sell their respective shareholding in GDISPL to a third party, which, if sufficient in size, could result in a change of control of our Company.

7. Weighted average cost of acquisition of Equity Shares transacted in the last one year, eighteen months and three years preceding the date of the Prospectus:

' As certified by Kirtane & Pandit LLP, Chartered Accountants and PKF Sridhar & Santhanam LLP, Chartered Accountants, the Joint Statutory Auditors, by way of their certificate dated May 17,2024.

™ Based on the information with respect to secondary transfers and consideration details available with the Company.

Note:- Excludes details in relation to Equity Shares acquired by shareholders pursuant to exercise of employee stock options/ rights held by them under the ESOP 2018 and erstwhile ESAR2018.

8. The Price/Earnings ratio based on diluted EPS for Fiscal 2023 for the issuer at the upper end of the Price band is as high as 680.00x as compared to the average industry peer group PE ratio of 46.13x.

9. Average cost of acquisition of equity shares for the Selling Shareholders in the Offer is Rs. 13.58 and Offer Price at upper end of the price band is Rs. 272.

10. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares afterthe Offer. Further, the current market price of some securities listed pursuant to certain previous issues managed by the BRLMs is belowthe respective issue price.

11. Weighted Average Return on Net Worth for Financial Years 2023,2022 and 2021 is (6.32)%.

12. The six BRLMs associated with the Offer have handled 84 public Issues in the past three financial years, out of which 27 Issues closed belowthe Offer Price on listing date:

This Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules. 1957. as amended f SCRR"). read with Regulation 31 of the SEBIICDR Regulations. The Offer was made through the Book Building Process in terms of Regulation 6(2) of the SEBI ICDR Regulations, wherein at least 75% of the Offer was allocated to Qualified Institutional Buyers ( ‘QIBs' and such portion, the ‘ QIB Portion'}, provided that our Company, through its Board of Directors, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids having been received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations Further. 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Brds having been received at or above the Offer Price. Further, not more than 15% of the Offer was made available for allocation on a proportionate basis to Non-lnstrtutional Bidders of which (a) one-third portion was reserved for applicants with application size of more than Rs.200.000 and up to Rs.1.000.000: and (b) two-thirds portion was reserved for applicants with application size of more than Rs.1,000,000. All Bidders (except Anchor Investors) were mandatorily required to utilise the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA accounts and UPI ID (defined hereinafter) in case of UPI Bidders (defined hereinafter) using the UPI Mechanism (defined hereinafter), as applicable, pursuant to which their corresponding Bid Amount was blocked by the Self Certified Syndicate Banks (' SC SBs') or by the Sponsor Banks under the UPI Mechanism, as the case may be, to the extent of the respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA Process. For further details, see "Offer Procedure" on page 612 of the Prospectus.

The bidding for Anchor Investor opened and closed on May 14,2024, The Company received 56 applications from 44 Anchor Investors for 4,44,67,390 Equity Shares. The Anchor Investor Offer Price was finalized at Rs.272 per Equity Share. A total of 4,32,57,009 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 11,76,59,06,448,00/-. The Offer received 578,104 banked applications for 552,331,230 Equity Shares (including applications from Anchor Investors and prior to rejections) resulting in 5.75 times subscription. The details of the applications received in the Offer from Retail Individual Bidders. Non-lnstitutional Bidders and QIBs are as under (before rejections):

Final Demand

A summary of the final demand as per NSE and BSE as on the Bid/Offer Closing Date at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on May 21.2024.

A. Allotment to Retail Individual Bidders (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price of Rs. 272 per Equity, was finalized in consultation with NSE. This category has been subscribed to the extent of 4.08 times. The total number of Equity Shares Allotted in Retail Individual Bidders category is 9,612,668 Equity Shares to 174.775 successful applicants. The category-wise details of the Basis of Allotment are as under:

B. Allotment to Non-lnstitutional Bidders (more than Rs.0.20 million and upto Rs.1.00 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs. 0.20 million and upto Rs. 1 million), who have bid at the Offer Price of Rs.272 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 5.14 times. The total number of Equity Shares allotted in this category is 4,806.334 Equity Shares to 6,241 successful applicants. The category-wise details of the Basis of Allotment are as under (Sample)

C. Allotment to Non-lnstitutional Bidders (more than 71.00 million) (After Rejections) (including ASBA Applications)

The Basts of Allotment to the Non-lnstitutional Bidders (more than Rs.1 mdlion), who have bid at the Offer Price of Rs.272 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 8.28 times. The total number of Equity Shares allotted in this category is 9,612.668 Equity Shares to 12,483 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

D. Allotment to QIBs(Excluding Anchor Investors) (After Rejections)

Allotment to QIBs, who have bid at the Offer Price of T272 per Equity Share or above, has been done on a proportionate basis in consultation with NSE. This category has been subscribed to the extent of 12.53 times of Net QIB portion. As per the SEBI Regulations. Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 14,41.901 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 2.73.96.106 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 28.838.007 Ec urty Shares, which were allotted to 81 successful Applicants.

E. Allotment to Anchor Investors (After Rejections)

The Company, in consultation with the BRLMs, have allocated 4.32.57,009 Equity Shares to 44 Anchor Investors (through 56 Anchor Investor Application Forms) (including 11 domestic Mutual Funds through 23 schemes) at an Anchor Offer Price at X272 per Equity Share in accordance with SEBI ICDR Regulations. This represents 60% of the QIB portion.

The Board of Directors of our Company at its meeting held on May 21.2024 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation and/or notices have been dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on May 21.2024 and the payments to non-syndicate brokers have been issued on May 21,2024. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares allotted to the successful allottees have been uploaded on May 22,2024 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with BSE and NSE on May 22,2024. The Company has received the listing and trading approval from BSE & NSE, and trading will commence on May 23,2024

Note All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.

INVESTORS PLEASE NOTE

These details of the Allotment made was hosted on the website of Registrar to the Offer, Link Intime India Private Limited at www.linkintime.co.in.

AJI future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the First/ Sole applicant. Serial number of the Bid cum Application form number. Bidders DP ID, Client ID. PAN. date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares bid for, name of the Member of the Syndicate, place where the bid was submitted and payment details at the address given below:

Link Intime India Private Limited

C-101,1st Floor. 247 Park. L.B.S. Marg. Vikhroli West. Mumbai 400 083. Maharashtra. India. Telephone: + 91 810 811 4949; Email: godigit.ipo@linkintime.co.in;

Investor grievance email: godigit.ipo@linkintime.co.in; Website: www.linkintime.co.in; Contact person: Shanti Gopalkrishnan; SEBI Registration No.: INR000004058

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF GO DIGIT GENERAL INSURANCE LIMITED.

GO DIGIT GENERAL INSURANCE LIMITED has filed a Prospectus dated May 17.2024 with the RoC. The Prospectus is made available on the website of the SEBI at www.sebi.gov.in as well as on the website of the BRLMs i.e.. ICICI Securities Limited at www.icicisecurities.com. Morgan Stanley India Company Private Limited at www.morganstanley.convirvdia. Axis Capital Limited at www.axiscapital.co.in. HDFC Bank Limited at www.hdfcbank.com, IIFL Securities Limited at www.iiflcap.com and Nuvama Wealth Management Limited at www.nuvama.com, the website of the NSE at www.nseindia.com and the website of the BSE at www.bseindia.com and the website of the Company at https://wwwf.godigit.com. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, please see the section titled ' Risk Factors' beginning on page 41 of the Prospectus. Potential investors should not rely on the DRHP for making any investment decision but can only rely on the information included in the Red Herring Prospectus.

The Equity Shares have not been and will not be registered under the United States Securities Act of 1933. as amended f U.S. Securities Act") or any state securities laws in the United States, and unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to. the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold (i) in the United States solely to "qualified institutional buyers' (as defined in Rule 144A under the U.S. Securities Act) in transactions exempt from the registration requirements of the U.S. Securities Act and (ii) outside the United States in offshore transactions in reliance on Regulations of the U.S. Securities Act and the applicable laws of each jurisdiction where such offers and salesare made.