Amalgamation of Go Digit Infoworks Services Private Limited with Go Digit General Insurance Limited

SUMMARY OF THE COMBINATION (Under Regulation 13(2) of the Competition Commission of India (Combinations) Regulations, 2024)

1. Names of the parties to the combination (a) FAL Corporation (FAL). (b) Go Digit Infoworks Services Private Limited (Infoworks). (c) Go Digit General Insurance Limited (Digit General). Together, FAL, Infoworks and Digit General are referred to as the Parties.

2. Nature and purpose of the combination The proposed transaction involves the amalgamation of Infoworks, the holding company of Digit General, with Digit General such that Digit General will be the surviving entity. As consideration and as per the scheme of amalgamation as approved by the board of directors of both Infoworks and Digit General, Digit General shall issue its equity shares against the following: (a) equity shares held by the equity shareholders of Infoworks i.e., FAL, Mr. Kamesh Goyal (KG) and Oben Ventures LLP (a limited liability partnership controlled by KG); and (b) compulsorily convertible preference shares held by FAL in Infoworks (collectively, the Proposed Transaction).

The Proposed Transaction is being notified to the Hon’ble Commission as an acquisition of voting rights and control and an amalgamation under Sections 5(a)(i) and 5(c)(i) of the Competition Act, 2002 (as amended).

3. Products, services and business(es) of the parties to the combination

(a) FAL: FAL is a private company limited by shares incorporated in Mauritius. It is an investment holding company which is focused on making long-term investments in diversified businesses across Asia including in India. It holds a Global Business Licence (formerly known as Category 1 Global Business Licence) issued by the Financial Commission of Mauritius. It does not, however, carry out any other business activities, whether in India or globally. FAL is part of the Fairfax group. Fairfax Financial Holdings Limited, the ultimate parent entity of the Fairfax group, is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and associated investment management.

(b) Infoworks: Infoworks is a private limited company incorporated in India. It is authorised to engage in the business of providing consultancy and advisory services in all areas of information technology and facilities management services. It is, however, not engaged in any market-facing business activity at present, whether in India or outside.

(c) Digit General: Digit General is a public limited company incorporated in India. It is engaged in the provision of various types of general and health insurance products and services in India (with a specialised focus on general insurance). It does not carry on any business activity outside India.

4. The respective markets in which the parties to the combination operate

The Proposed Transaction does not raise any competition concerns irrespective of the way in which the relevant markets are defined and will not lead to any change in the competitive landscape in any market in India. Accordingly, the precise definition of the relevant markets may be left open.

However, for the ease of the Hon’ble Commission, the Parties have defined the following vertically and complementarily linked relevant markets:

(a) The upstream market for provision of general insurance products and services in India;

(b) The downstream market for distribution of general insurance products and services in India;

(c) The downstream market for provision of reinsurance services in India;

(d) The complementary market for provision of travel insurance products in India; and

(e) The complementary market for provision of travel-related services in India.