1. FAL Corporation 2. Go Digit Infoworks Services Private Limited 3. Go Digit General Insurance Limited — Combination C-2026/05/1421

Notice under Section 6(2) of the Competition Act, 2002 jointly given by FAL Corporation, Go Digit Infoworks Services Private Limited, and Go Digit General Insurance Limited.

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 12th May 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) jointly given by FAL Corporation (FAL), Go Digit Infoworks Services Private Limited (Infoworks), and Go Digit General Insurance Limited (Digit General). The Notice was filed pursuant to the execution of (i) scheme of amalgamation (Scheme) amongst Infoworks (Transferor Company) and Digit General (Transferee Company) and their respective shareholders, (ii) board resolutions dated 19th December 2025 passed by the board of directors of each of Infoworks, and Digit General. [Hereinafter, FAL, Infoworks and Digit General are collectively referred to as ‘Parties’.]

2. The Proposed Combination envisages the amalgamation of Infoworks, the holding company of Digit General, with Digit General such that Digit General will be the surviving entity.

3. In terms of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations) vide letter dated 25th May 2026, certain information and clarifications were sought from the Parties. The Parties submitted the response dated 09th June 2026 (Response 1). Since the response was not complete, another letter was issued on 17th June 2026, and the response dated 09th July 2026 (Response 2) was submitted by the Parties after availing an extension of time. Parties vide communication dated 22nd July 2026 have also made certain voluntary submissions.

4. FAL, a Mauritius-based investment holding entity, is focused on making long-term investments in diversified businesses. It does not, however, carry out any other business activities. Fairfax Financial Holdings Limited (Fairfax Financial) is the entity controlling FAL. FAL is part of the Fairfax Financial. Fairfax Financial through its subsidiaries is primarily engaged in property and casualty insurance, reinsurance and associated investment management. FAL currently holds 48% of the equity share capital of Infoworks, which in turn holds 72.17% of the equity share capital of Digit General.

5. Infoworks, an India based entity, is functioning as the holding company of Digit General. Infoworks will stand dissolved once the Scheme becomes effective. Other shareholders of Infoworks are Mr. Kamesh Goyal and Oben Ventures LLP (Oben) who collectively hold 52%. As a result of Proposed Combination, Mr. Kamesh Goyal and Oben’s collective effective voting interest in Digit General will reduce to approximately 14.92%.

6. Digit General, an India based entity registered with Insurance Regulatory and Development Authority of India (IRDAI), is engaged in the provision of various types of general and health insurance products and services in India. The general insurance products and services provided by Digit General include car insurance, two-wheeler insurance, commercial vehicle insurance, property insurance, health insurance, travel insurance and business insurance.

7. For the purposes of mapping of overlaps, the Commission assessed the business activities of the Parties and their respective group entities and affiliates and noted that there are no horizontal overlaps. The Commission also noted the submission of Parties that there is no controlling shareholder of Fairfax Financial who, directly or indirectly, has any controlled entities or affiliates in India that meet the Materiality Thresholds and which have, or could have, a horizontal overlap or vertical or complementary linkage with Digit General’s activities in India.

8. With regard to vertical linkages, Parties have identified following vertical linkages – a. Vertical linkage 1: Digit General is engaged in the provision of general insurance products and services in India (upstream market 1), and certain affiliates of Fairfax Financial are engaged in distribution of general insurance products and services in India (downstream market 1). b. Vertical linkage 2: Digit General is engaged in the provision of general insurance products and services in India (upstream market 2), and certain affiliates of Farifax Financial are engaged in provision of reinsurance services in India (downstream market 2).

9. With regard to complementary linkages, it is noted that Digit General is engaged in the provision of general insurance products and services (specifically travel insurance) in India and certain affiliates of Fairfax Financial are engaged in the provision of travel-related services in India.

10. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in the aforesaid relevant market(s) in India.

11. With regard to vertical linkages, the Commission observed that the market share of Digit General in upstream market 1 and upstream market 2 in terms of volume and value is in the range of [0-5]%, and market share of certain affiliates of Fairfax Financial in downstream market 1 and downstream market 2 in terms of volume and value is in the range of [0-5]%. Accordingly, it appears that there is no ability and incentive to foreclose competition in aforesaid markets to cause competition concerns.

12. With regard to complementary linkages, the Commission observed that the market share of Digit General in provision of general insurance products and services (specifically travel insurance) in India in terms of volume and value is in the range of [0-5]%, and market shares of certain affiliates of Fairfax Financial in provision of travel-related services in India in terms of volume and value is in the range of [0-5]%.

13. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

14. This order may be revoked if, at any time, the information provided by the Parties is found to be incorrect.

15. The information provided by the Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

16. The Secretary is directed to communicate to the Parties accordingly.