Your Directors have pleasure in presenting the 26^th
Annual Report of ICICI Prudential Life Insurance Company
Limited (the Company) with the audited statement of
accounts for the year ended March 31, 2026.

PERFORMANCE & OUTLOOK
Overview of Economy

Fiscal 2026 was marked by macro-economic volatility
and shifts in global trade. The imposition of trade
tariffs triggered a global spiral and subsequent
legal challenges that tempered the pace of global
economic expansion. Geopolitical shocks, including
regional tensions in South Asia and the closure of
the Strait of Hormuz, saw oil prices surge to $120
per barrel. Despite these disruptions and sticky US
inflation near 2.7%¹, India benefited from a mostly
benign oil environment for much of the year due to
strong shale output and moderate demand from China.
The outlook was further supported by Germany's massive
infrastructure pivot and a fragile US-China trade truce.

India's Gross Domestic Product (GDP)² demonstrated
resilience during the year, opening at 6.7% in the first
quarter, growth accelerated sharply to 8.4% in the
second quarter, driven by front-loaded Government
capital expenditure and a consumption boost followed
by personal income tax reforms. Growth moderated to
a healthy 7.8% in the third quarter as manufacturing
and private consumption remained resilient despite
global uncertainty. The economy benefited from a shift
toward consumption-driven fiscal policy, the Goods and
Service Tax (GST) reforms and a second consecutive
year of above-normal monsoons providing tailwind to
the agricultural sector. Consequently, the RBI revised its
full-year outlook to 7.3%, with MoSPI's second advance
estimate projecting full-year real GDP growth rate of 7.6%.

Life insurance products, particularly the retail protection
segment, received a significant boost partly aided by the
GST reforms effective September 2025. The retail sum
assured growth for the industry was higher by 2.5 times
in the post reform period as compared to pre-reform
levels. For the fiscal year 2026, the retail sum assured for
the industry grew by 26.1% to ' 43.61 trillion and total
sum assured grew by 23.6% to ' 126.91 trillion. The life
insurance industry recorded a 15.7% year-on-year growth
in new business premium (NBP) in FY2026, crossing the
' 4 trillion mark for the first time to end at the ' 4.60
trillion³. The new business Retail Weighted Received

Premium (RWRP) for the overall industry grew by 10.2%
from ' 1,203.73 billion in FY2025 to ' 1,326.66 billion in
FY2026 and market share of private players increased
from 70.6% in FY2025 to 72.1% in FY2026.

Performance of the Company

The Company is proud to celebrate 25 years of service
to its customers in FY2026. Trusted by over 20 crore
Indians, it has carried the responsibility and pride
in protecting families and supporting them in their
long-term savings goal.

The Company's primary objective is to create
stakeholder value by driving absolute Value of New
Business (VNB) growth for its customers, employees
and shareholders. Customer-centricity continues
to be at the core of everything the Company does.
Through the “3C framework” comprising Customer
centricity, Competency, and Catalyst, the Company
aims to deliver sustainable VNB⁴ growth by balancing
business growth and profitability, with risk and prudence.
Furthermore, Environmental, Social, and Governance
(ESG) factors have been integrated into the business
processes. The Company continues to monitor its
performance against this 3C framework; for further
details, please refer to the ‘Strategy and Performance'
section within the “Management Discussion and
Analysis” portion of this Report.

Customer Centricity

The Company aims to deliver superior customer value
through tailored product propositions, seamless
onboarding, best-in-class service, complemented by a
commitment to settling claims with utmost sensitivity and
care. To achieve this, the Company endeavors to provide
frictionless digital onboarding and 24x7 assistance
for maximum convenience. Furthermore, the Company
remains committed to fulfill the claim promise through
faster settlements, while striving to offer superior customer
experience and maintain healthy persistency ratios.

Competency

The Company continues to leverage its core strengths: a
comprehensive product suite, an extensive distribution
network and superior operational efficiency. It endeavors
to provide the right product to the right customer
and offer innovative product propositions addressing
dynamic customer needs across life stages. In line with
the Company's objective to build a diversified distribution
network, it continuously focusses on investment & growth
in proprietary channels, adding new partnerships and

improving the share of shop in existing ones, deepen
penetration in micro markets and be the most partnerable
insurer. By deepening distribution, it intends to gain access
to a wider range of customer profiles, which enhances the
ability to seamlessly shift between product segments as
per macro-environment.

The Company is committed to delivering a seamless
and hassle-free experience throughout the entire policy
life cycle. By leveraging external data sources for KYC,⁵
financial underwriting through ecosystem enablers,
advanced underwriting and integration with new age
payment technologies, the Company has simplified the
onboarding process. The Company's claims philosophy &
framework entails easy accessibility & sensitive handling,
proactive communication, settlement of genuine claims
expeditiously and zero tolerance for fraud.

Catalyst:

The Company's key to unlock the true potential of its
competency and improve the overall customer experience
is through the three catalysts namely People, Technology
and Analytics.

The Company endeavours to create ‘people' edge
through learning & development, supporting environment
and fairness & meritocracy. The Company continues to
build capacity for growth, deepen organisation capability
and foster alignment to strategy & culture. The Company
continues to leverage ‘technology' to deliver value through
its mobile application. The Company enables technology
right from pre-sales, onboarding & issuance, partner
integration to customer service and claims. The Company
endeavours to utilise ‘analytics' by embedding AI/ML⁶
across the customer journey - driving targeted demand
generation, automated underwriting, improved renewal
retention, enhanced customer service, and effective
claims investigation.

The 3C strategic elements are aimed at helping the
Company deliver sustainable VNB growth by balancing
business growth, profitability and risk & prudence.
The Company strives to deliver superior customer
value through its core competencies of comprehensive
product suite with seamless onboarding and sourcing
via diversified distribution network and best-in-class
servicing and claim settlement. The Company
endeavours to strategically leverage the synergies of
people, technology, and analytics to fully realise its
core competencies and enhance the overall customer
experience. The Company believes that this 3C framework
is appropriate in the context of the large insurance
opportunity in the country, a facilitative regulatory regime
and coupled with the objective to grow absolute VNB.

Business Growth

The Company is focused on further strengthening its
leadership position amongst India's top private sector life
insurance companies and gain new business premium
market share and overall sum assured market share.

The Company is committed to offering right products
to the right customers and delivering them through the
right channel. By leveraging its strong brand, continuous
product innovation and well-diversified distribution,
it is confident to deliver sustainable business growth.
The Company continuously works at strengthening its
distribution network by closely aligning distribution
verticals with specific customer needs and products.
Acquiring new partners and investing in innovative
sourcing channels also remain key focus areas. Further, the
endeavour is to drive business growth through micro
market strategy. By deepening distribution, the Company
intends to gain access to a wider range of customer
profiles, which enhances its ability to seamlessly shift
between product segments as per the prevailing macro
environment. This strategy helps the Company keep
product and channel mix balanced and deliver sustainable
growth irrespective of the market environment.

The protection business remains a core priority.
Retail protection segment offers a multi-decadal growth
opportunity due to the current under-penetration, further
complemented by GST reforms effective September 2025.
Significant opportunities also lie in the credit life and
group term segments as the economy expands.

Additionally, the Company will continue to address
retirement saving needs. The Company also has product
innovation as a core focus of its business strategy.
It continues to build on its legacy of innovation to meet
the evolving needs of the customers through continuous
innovation and expansion of its product portfolio and
thereby broadening the customer base.

In FY2026, the Company's retail new business sum
assured grew by 35.3% year-on-year from ' 3,324.49
billion in FY2025 to ' 4,497.74 billion. Total in-force sum
assured, which is the quantum of life cover taken by
customers of the Company, grew by 16.9% year-on-year
from ' 39.43 trillion on March 31, 2025, to ' 46.11 trillion
on March 31, 2026.

The Company's new business received premium grew
by 9.9% year-on-year from ' 225.83 billion in FY2025 to
' 248.10 billion in FY2026. The Company's Annualised
Premium Equivalent (APE) for FY2026 stood at ' 106.41
billion. Within that, savings including annuity business
APE stood at ' 87.35 billion and overall protection APE
stood at ' 19.06 billion.

The overall protection APE registered a growth of 16.4%
year-on-year in FY2026. Retail protection APE grew by
32.3% year-on-year from ' 5.98 billion in FY2025 to ' 7.91
billion in FY2026. Notably, in H2-FY2026, it registered a
robust growth of 50.9% year-on-year, in part aided by the
reduction in GST post September 2025.

Profitability

The Company endeavours to achieve its core objective
of increasing absolute VNB while delivering value to our
customers. It also continues to work towards aligning a
cost structure commensurate with the product mix.

The Company's Value of New Business (VNB) grew
by 10.9% from ' 23.70 billion in FY2025 to ' 26.29
billion in FY2026, while its VNB margin stood at 24.7%.
The Company's Profit After Tax (PAT) grew by 34.6%
year-on-year from ' 11.89 billion in FY2025 to ' 16.00
billion in FY2026.

Cost-to-premium ratio for the savings line of business
reduced by 40 basis points from 12.5% in FY2025 to
12.1% in FY2026. The reduction in cost ratios is a result
of the various cost optimisation initiatives undertaken
in the past two years to make the cost structure aligned
to the prevailing product mix. The cost ratio reduction
is after accounting for unavailability of input tax credit,
effective September 22, 2025. The total cost-to-premium
ratio for FY2026 stood at 18.2% and remained stable at
previous year's levels.

Risk and Prudence

The Company's strong and resilient balance sheet is an
outcome of its robust governance framework. With a
disciplined focus on right selling, right sourcing and right
onboarding, risk management is embedded across
organisational culture, sales & processes.

•    Persistency experience & mortality experience is
monitored regularly

•    65.1% of liabilities largely pass on market
performance to customers

•    Non-par guaranteed savings, protection & annuities:
Derivatives to hedge interest rate risks

•    94.5% of fixed income in sovereign or AAA; 99.6% of
fixed income AA & above

•    Zero NPA since inception

•    Re-raised sub-debt of ' 11.96 billion, (1,19,500
non-convertible debentures of face value ' 100,000
each, including a premium of ' 1.13 crore) further
strengthening the solvency ratio to 227.3% as
of March 31, 2026

Environmental, Social and Governance (ESG)

At its core, Sustainability is the foundation of the
Company's customer-centric strategy. The Company is
dedicated to providing families with a robust financial
safety net while empowering them to reach their
long-term financial milestones. The Company remains

steadfast in its commitment to embedding ESG principles
into its core business processes.

A summary of key financial and business parameters is
set out below:

Fund Raise during FY2026

During FY2026, the Company, by exercising the first call
option available post issue, redeemed and repaid the
non-convertible debentures issued on November 6, 2020,
amounting to T 1,200 crore. Subsequently, the Company
raised a fresh issue of unsecured, rated, listed,
subordinated, redeemable, fully-paid, non-cumulative,
non-convertible debentures in the nature of ‘Subordinated
Debt' in accordance with the IRDAI (Registration, Capital
Structure, Transfer of Shares and Amalgamation of
Insurers) Regulations, 2024 aggregating to T 1,196
crore (including premium). The details of the issue
are given below:

During FY2026, the funds raised by the Company through
issue of NCDs, have been utilised in the normal course
of the business activities, including strengthening the
Company's solvency ratio.

Our Reach

The Company reaches its customers through 470 offices
in 405 locations and 353 districts at March 31, 2026.
At March 31, 2026, the Company had 19,303 employees
and 2,42,074 advisors to cater to the needs of its
customers. The Company distributes its products through
agents, corporate agents, banks, brokers, proprietary
sales force (PSF) and online channels.

Products

Broadly, the Company's products can be categorised into
savings, protection and annuities. Savings products are
offered on three platforms i.e. linked, participating and
non-participating.

These plan offers life cover as well as savings which is paid
either in lump sum in form of regular stream of income.

Protection products are available on retail, group and
credit life platforms. These products provide cover for life,
disability, critical illness and accidental death.

Annuity products are available on retail and group
platforms. These products provide a regular stream of
guaranteed income.

Claims

The Company settled over 301,811 mortality claims
amounting to a total of ' 51.49 (Individual ' 18.79, Group
' 32.70) billion in FY2026 with individual claim settlement
ratio of 99.3% and group claim settlement ratio of 99.8%.
The overall claims settlement ratio with individual claims
and group claims is 99.8%.

Further, the Company has also paid 203,775 maturity
claims from its retail business operations and over 470,396
survival benefit claims amounting to ' 136.45 billion and
' 14.75 billion, respectively for FY2026. Additionally, the
Company has settled 289,911 surrender claims from
its retail business operations and 519,540 from group
business, amounting to a total of ' 274.70 billion.

For non-investigated retail individual death claims, the
settlement was completed within an average turnaround
time of 1.1 days from the receipt of the last requirement.

Rural and Social Business

• Rural

The Company is aligned to the objective of
“Insurance for All by 2047” and has been allocated
1421 gram panchayats spread across the states of
Tamil Nadu, Uttar Pradesh, Bihar, Madhya Pradesh,
Odisha , Maharashtra, Rajasthan, West Bengal and
Gujarat in FY2026, and is assigned the role of driving
insurance penetration through covering a certain
defined percentage of population in these GPs.
Against the target of attaining minimum of 15%
of lives in each gram panchayat for FY2026, the
Company has ensured 15% of population coverage
in each of its 1421 allocated GPs with aggregate
count of 2,437,122 lives.

• Social

The Company offers micro-insurance products in
both group and retail segments to cater protection
needs of the social segments, specifically people
working in informal or unorganised sectors and
those falling into economically vulnerable sections
of society. The Company partners with micro finance
institutions, banks and extends both retail and group
micro insurance cover to customers to mitigate
the risk of income loss resulting from an untimely
demise. Social lives covered by the Company
amount to 8,971,153 (12.17%) of total lives of the
Company in FY2026.

To make insurance available, affordable, and
accessible to underserved section of customers, the
Company continues to seek ways of augmenting its
product suite, exploring new modes of distribution
and increasing the width of existing distribution
through addition of partners.

FINANCIALS & AUDIT
Financials

Note: Components may not add up to the totals due to rounding off

Subsidiary

ICICI Pension Fund Management Limited (Formerly
known as “ICICI Prudential Pension Funds Management
Company Limited”) was a wholly owned subsidiary of
the Company as of March 31, 2025.

The Board of Directors, at its meeting held on July 19, 2025,
had approved the sale of entire 100% equity shareholding
in ICICI Pension Funds Management Company Limited (
PFM), [PN1.1]erstwhile ICICI Prudential Pension Funds
Management Company Limited, to ICICI Bank Limited.
The approval from the Pension Funds Regulatory and
Development Authority (PFRDA) was received on
January 5, 2026 and the transaction for sale of shares
was executed on January 12, 2026.

Accordingly, the financial statements of PFM have been
consolidated from April 1, 2025 to January 12, 2026.

The financial position of the Company remained strong
with a solvency ratio of 227.3% at March 31, 2026
(212.2% at March 31, 2025 ) against the minimum
regulatory requirement of 150%.

PFM acts as a pension fund manager under the National
Pension System (NPS) with an objective of providing a
strategic platform to leverage the substantial pension
opportunity in India. Further, PFM is also registered to
serve as a Point of Presence (PoP) entity for distribution
of NPS products and servicing.

The subscriber assets managed by PFM increased by
32.6%, from ^ 454.55 billion at March 31, 2025 to ^ 602.77
billion at January 12, 2026. Additionally, PFM enrolled
129,339 new subscribers during the period ended
January 12, 2026. The loss after tax of PFM increased
from ^ 35.4 million in FY2025 to a loss of ^ 77.9 million
till January 12, 2026, primarily on account of increased
spending on capacity creation to support future growth,
including investments in workforce expansion and digital
initiatives, reflecting the expansion of capacity as part of
the overall growth plan. The overall contribution of the
subsidiary to the financial results of the Company was
not significant.

The audited financial statements of the subsidiary are
available on the Company's website (www.iciciprulife.
com) and are available for inspection by any Member
of the Company at its registered office. A statement
containing salient features of the financial statements
of the subsidiary company forms part of the financial
statements of the Company

Transfer to Reserves

During FY2026, profit after tax amounting to ' 14.77
billion after all adjustment and appropriation, was
carried to reserve & surplus in Balance sheet.

Dividend and Dividend Distribution Policy

The operations have resulted in a profit after tax of
' 16.00 billion in FY2026 as compared to a profit after
tax of ' 11.89 billion for the previous year.

During the year, the Company has paid interest on
non-convertible debentures of ' 14.00 billion that was
raised during FY2025 and ' 12.00 billion that was
raised during FY2021 and called back during FY2026.
The interest accrued thereafter has been duly provided
for in the books of accounts. The Company's solvency
ratio stood at 227.3% on March 31, 2026. The Board
has proposed a final dividend of ' 1.65 per equity share
for FY2026 amounting to ' 2.39 billion for FY2026,
representing a dividend payout ratio of 14.94% of PAT.

In terms of Regulation 43A of Listing Regulations, the
Dividend Distribution Policy of the Company is disclosed
on its websitehttps://www.iciciprulife.com/content/
dam/icicipru/about-us/corporate policies/Dividend
distribution policy April 2026.pdf.

Transfer of unclaimed dividend and shares to
Investor Education & Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the
Companies Act, 2013 (the Act), the amount of dividend
remaining unpaid or unclaimed for a period of seven
years from the date of its transfer to the ‘unpaid
dividend accounts' of the Company, is required to be
transferred to the Investor Education and Protection
Fund (IEPF) established by the Central Government.

During the financial year ended March 31, 2026, dividend
amount of ' 1.47 million remaining unclaimed for a
period of seven years from the date of its transfer to
the unpaid dividend accounts of the Company has been
transferred to IEPF.

Pursuant to Section 124(6) of the Act read with
the Investor Education & Protection Fund Authority
(Accounting, Audit, Transfer & Refund) Rules, 2016,
during the financial year ended March 31, 2026, 6,607
equity shares in respect of which the dividend has not
been claimed for seven consecutive years have been
transferred to the designated demat account of the
IEPF Authority.

The unclaimed dividend and the equity shares transferred
to IEPF can be claimed by making an application in the
prescribed form available on the website of the Ministry
of Corporate Affairs (MCA) at www.mca.gov.in

The unclaimed dividend for the financial year ended
March 31, 2019 and March 31, 2020 shall be transferred
to the IEPF in FY2027. The corresponding shares, if the
dividend is unclaimed for a period of seven years along
with the unclaimed dividend shall also be transferred to
the dematerialised account of the IEPF Authority.

Members who have not yet encashed their dividend
warrant(s) can claim the same in accordance with the
process made available on the website of the Company
by accessing the following linkhttps://www.iciciprulife.
com/about-us/shareholder-information/dividends.
html?ID=about-dividends.

Particulars of Loans, Guarantees or Investments

Pursuant to Section 186(11) of the the Act the provisions
of Section 186 of the the Act except sub-section (1),
are not applicable to a loan made, guarantee given
or security provided by an insurance company in the
ordinary course of business.

Particulars of contracts or arrangements with
related parties

The particulars of contracts or arrangements entered
into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Act including certain
arm's length transactions under third proviso thereto are
disclosed in Form AOC -2 appended as Annexure A.

During the year, approval of the Board was sought, as per
Section 188 of the Act and Rules prescribed thereunder,

for the sale of entire 100% of equity shareholding in PFM
to ICICI Bank Limited.

The PFM business had been incurring losses owing to
recent initial investments on capacity creation to support
future growth, including investments in workforce
expansion, digital initiatives etc. Further, given the
growth expectations of PFM, it might require further
capital infusion. ICICI Bank Limited with a net worth
greater than ' 3 trillion at March 31, 2025, was in a better
position to absorb the volatility and provide adequate
capital support as and when required for growth of
PFM's business.

The arms' length norms, applicable to the sale transaction
was addressed through the approval of the Audit
Committee and Board of Directors as per the governing
regulations as well as through an independent fair
valuation of equity of ICICI Pru PFM as on June 30, 2025.

The proceeds from the sale of 100% stake in ICICI Pru
PFM would boost the solvency margin of the Company
and free up capital that could be deployed for additional
business growth.

Further, as of March 31, 2026, ICICI Bank Limited
and Prudential Corporation Holdings Limited have
a shareholding in the Company of 10% or more.
The transactions with these entities are disclosed in Note
3.12 of related party transactions under notes to accounts.

The Company has a Board approved policy on Related
Party Transactions, and policy has been hosted on the
website of the Company athttps://www.iciciprulife.
com/content/dam/icicipru/about-us/corporate policies/
Policy on dealing with related party transactions
lanuarv 13 2026.pdf.

Public Deposits

During the year under review, the Company has not
accepted any deposits under Section 73 of the Act.

AUDITORS
Statutory Auditors

Walker Chandiok & Co LLP, Firm Registration Number
(001076N/N500013), Chartered Accountants and M.
P. Chitale & Co (Firm Registration Number 101851W),
Chartered Accountants are the Joint Statutory Auditors,
as per the applicable provisions of the Act and the
Insurance Regulatory and Development Authority of India
(Corporate Governance for Insurers) Regulations, 2024.

Walker Chandiok & Co. LLP, Chartered Accountants,
(Firm Registration No. 001076N/N500013, have been
holding office for ten years and are due for retirement
at the conclusion of the ensuing 26^th Annual General
Meeting (AGM) of the Company.

The Board at its meeting held on April 14, 2026 has
appointed Chaturvedi & Co LLP, (Firm Registration
No.302137E/E300286) as a Joint Statutory Auditor of the
Company for a period of four years from the conclusion of
the 26^th AGM till the conclusion of the 30^th AGM, subject
to the approval of the Members of the Company.

Fees for services to statutory auditors

The Company has incurred ' 24.1 million as statutory
audit fees for the year ended March 31, 2026. Further, the
Company has not availed any other services except as
mentioned below, from the statutory auditors or its
network entities/affiliated firms during the year ended
March 31, 2026.

Pursuant to IRDAI Master Circular on Corporate
Governance for Insurers, 2024, the additional work
entrusted to the statutory auditor is given below:

The proposed remuneration to Statutory Auditors in
FY2027 is subject to the approval of the Members of the
Company at the 26^th Annual General Meeting. Members
are requested to refer to the Notice and Explanatory
Statement for more information, in this regard.

Secretarial Auditors

The Company had, at the 25^th annual general meeting
held on June 27, 2025, appointed Parikh & Associates
(FRN: P1988MH009800), Company Secretaries as the
Secretarial Auditor of the Company for a period of five
years i.e. from FY2026 to FY2030 at such remuneration as
may be mutually agreed between the Board of Directors
and Secretarial Auditor

Based on the recommendation of the Board Audit
Committee, the Board of Directors and the Members had
its meeting held on April 15, 2025 and June 27, 2025
respectively, had approved an audit remuneration of
^ 0.4 million for FY2026.

The proposed remuneration to Secretarial Auditors for
FY2027 is subject to the approval of the Members at the
26^th Annual General Meeting. Members are requested to
refer to the Notice and Explanatory Statement for more
information, in this regard.

The secretarial audit report for FY2026 is annexed
herewith as Annexure B.

Auditor’s Report

There is no qualification, reservation or adverse remark
made by both the statutory auditors and secretarial
auditors in their report. There were no reportable frauds
identified by the auditors during FY2026.

COMPLIANCE AND RISK

Statement in respect of adequacy of internal

financial controls

The Company has complied with internal financial
controls (IFC) as per Section-134 (5) of Act, and
Regulation 17(8) of the Listing Regulations in terms of
internal controls over financial reporting and Section
404 of Sarbanes Oxley Act (SOX), 2002. To ensure
effective internal financial controls, the Company has
implemented Internal Control Framework, 2013 endorsed
by the Committee of Sponsoring Organisations (COSO)
of the Treadway Commission.

The Company's internal financial control framework
comprises internal controls over financial reporting,
operating controls, and fraud prevention controls.

The framework is designed to ensure accuracy,
completeness and reliability of financial records, orderly
and efficient conduct of business and safeguarding
of assets as well as prevention and detection of fraud.
The Company has a mechanism of testing the controls at
regular intervals for design and operating effectiveness.
Further, the auditors opine on the adequacy and operating
effectiveness of internal financial controls over financial
reporting. The Company believes that strengthening of
internal controls is an ongoing process and there will be
continuous efforts to keep pace with changing business
needs and environment. The key components of the
internal financial control framework include:

Entity level controls: The control environment of the
Company relies on a set of Entity Level Controls (ELCs)
that operate at an organisation level and may not
be embedded in any single process of the Company.
The ELCs set up by the Company include:

(a)    Corporate governance framework comprising Board
and Executive Committees for oversight of the
management of the Company.

(b)    Policies commensurate with the Company's size
and level of complexity to establish standards of
conduct, including a code of conduct, whistle blower
policy, prevention of harassment in the workplace,
conflict of interest, corporate communications,
insurance awareness and customer education
policy, grievance redressal policy, record
maintenance policy, delegation of financial powers,
accounting policy, etc.

(c)    Risk and fraud management framework to identify,
measure, monitor and control various risks including
operational risks, and a framework for identifying,
monitoring and control over outsourced activities.

(d)    Independent Internal Audit Department with
oversight from the Audit Committee.

(e)    Employee management framework comprises
hiring, diversity and inclusion, retention, training,
performance evaluation, remuneration structure,
compensation, succession planning through
leadership cover index, etc.

(f)    Framework to ensure compliance with regulations,
laws including compliance certification, regular
communication of changes in regulations/ laws,
and litigation management and framework to
ensure compliance with internal control over
financial reporting.

(g)    Budgeting, monitoring, and reporting of the
performance with key performance indicators.

(h)    Information and cyber security policy and information
security framework along with framework to ensure
business continuity and disaster recovery.

(i)    Information technology governance standards and
procedures to ensure delivery of value and a secure
working environment that meets legal stipulations
and regulatory guidelines.

Underlying governing policies associated with the
applicable ELC are reviewed periodically in accordance

with the defined review frequency, with appropriate
oversight in place to ensure effective communication of
the respective ELC to relevant stakeholders.

Process controls: These comprise controls operating at
process level with the objective of providing assurance at
a transaction recording stage. The salient aspects of the
control framework include:

(a)    All business processes having implications on
financial results, regulatory and shareholder
reporting are subject to quarterly reviews. Under the
Company's framework, issues involving significant
deficiencies or material weaknesses are reported to
the Audit Committee considering both quantitative
and qualitative factors in determining impact of the
deficiencies in financial reporting.

(b)    The Company has deployed automation in most
aspects of transaction processing (including
policy administration, investment management,
actuarial computations, expense processing, claims
management, human resource processes and
accounting) to ensure greater control and efficiency.

Information Technology (IT) controls: The Company has
in place a robust IT control environment including controls
pertaining to change management, system & database
management, access management, master maintenance,
interface, job scheduling, datacenter, cloud management,
backup and disaster recovery and cybersecurity to ensure
data integrity and accuracy of information stored in IT
systems along with data governance checks ensuring
comprehensive monitoring of system setup. Further the
Company has been compliant with the requirements
prescribed under amendments in the Companies
(Account) Rules, 2014, of using accounting software
which has a feature of recording audit trail and creating
an edit log of each change made in the books of account.

Control over third parties providing services:
The Company has a vendor on-boarding process with due
diligence, risk assessment, document review and periodic
assessment to ensure controls over third-party service
providers relevant from a financial reporting perspective.
Further, the Board Risk Management Committee has
oversight on the implementation of controls and monitors
the performance of the outsourced vendors.

Safeguarding of assets: The Company has adequate
controls over safeguarding of assets (comprising
investment assets, IT assets and other assets).
These controls are based on value and custody of assets.

Review controls: Review controls comprise multiple
levels of oversight over financial reporting by way of a
strong reporting and review framework as follows:

(a) The financials are audited by joint statutory auditors
and are reviewed and approved by the Audit
Committee and Board. Post approval, the financials
are submitted to the Insurance Regulatory and
Development Authority of India (IRDAI).

(b)    The Audit Committee also meets the Company's
Statutory Auditors to ascertain their views on
the adequacy of internal control systems and
keeps the Board of Directors informed of material
observations, if any.

(c) The    Internal    Audit    Department exercises

independent oversight over operational and
financial processes. Any significant observations
and recommendations are presented to the Audit
Committee. The investment operations function
is subject to concurrent audit certification and an
Investment Risk Management Systems (IRMS) audit
once in two years. Any significant findings in the
concurrent audit or IRMS audit are presented to the
Audit Committee.

(d) The Company has an effective organisation
structure that segregates duties among business
groups, thereby, ensuring orderly and efficient
conduct of business. Additionally, the Board has
constituted various committees responsible for
specific operational areas, formulation of policies
and frameworks, and identification, assessment and
monitoring of principal risks in accordance with the
policies and procedures.

(e)    There are senior management controls comprising
high-level controls (HLC) and management
review controls (MRC) to monitor and identify any
significant deficiency and material weakness.
The management exercises review control by way
of in-depth reviews of financials, ledger balances,
suspense items and payables, liability assumptions,
information security and assessment, regulatory
compliance, communication and reporting, key
compliance issues, supervision of risk management
function, etc. conducted by the Chief Financial
Officer, Chief & Appointed Actuary, Chief Technology
Officer, Chief-Service Delivery, Chief Risk Officer and
Chief Compliance Officer.

Fraud prevention: The Company has a Board approved
fraud risk management policy which is based on
‘Insurance Fraud Monitoring Framework' guidelines
issued by IRDAI. The Company has an Operational and
Fraud Risk Management Committee (OFRMC) which
independently monitors frauds. The OFRMC reports to
the Executive Risk Committee which ultimately reports to
the Board Risk Management Committee (BRMC).

(a) The fraud control framework consists of preventive
measures, incident management and awareness
activities. Preventive measures include fraud risk
assessment for design of processes, investigation
triggers across policy life cycle and proactive
use of analytics to identify fraud patterns.
Incident management includes recovery of loss,
action through law enforcement agencies, detailed
investigation and root cause analysis, and fraud
incident reporting to BRMC. Awareness includes
mandatory induction training and awareness

program for employees, regular communication
to policy holders, fraud prevention tips on the
Company's website, etc.

(b)    The Company ensures implementation of controls
to prevent repetition of incidents, financial recovery
process, and disciplinary action against involved
employees. It also initiates actions through
law enforcement authorities based on severity
of the incident.

(c)    The Company undertakes several measures from time
to time to create awareness amongst its employees
and customers against fraudulent practices.

INTERNAL AUDIT AND COMPLIANCE

FRAMEWORK

Internal Audit

The Internal Audit Department (IAD) acts as an
independent entity and reports to the Audit Committee
of the Board. IAD has an unrestricted access to the Audit
Committee Chairperson and the Managing Director and
Chief Executive Officer (MD & CEO).

The Head-Internal Audit reports directly to the Audit
Committee of the Board and administratively reports
to the Chief of Service Delivery. The IAD has developed
a Risk Based Audit Plan (RBAP) and the same has
been approved by the Audit Committee of the Board.
The basic philosophy of risk-based audit framework is
to provide reasonable assurance to the Audit Committee
of the Board and management about the adequacy
and effectiveness of the risk management and control
framework in the Company. The scope of Internal Audit
includes the review of risk management procedures,
internal control systems, information systems and
governance processes. Key audit observations and
recommendations made are reported to and discussed
at the Audit Committee of the Board. Implementation of
the recommendations is actively monitored.

Compliance

The Board Audit Committee oversees the compliance
framework of the Company. The Company has
formulated various internal policies/procedures, such
as the Compliance Policy, Anti- Bribery and Anti¬
Corruption Policy, Anti-Money Laundering Policy and an
employee code of conduct, which govern the day-to-day
activities to ensure compliance. The Compliance Function
disseminates the information regarding relevant laws,
regulations and circulars related to insurance and
anti-money laundering to various functions. It also serves
as a reference point for the staff of various functions for
seeking clarifications on applicable laws, regulations and
circulars issued on these aspects. The compliance team
also monitors the adequacy of the compliance framework
across the Company with the Internal Audit Department
through an integrated risk-based audit plan. Key issues
observed as a part of this monitoring are reported to
the Board Audit Committee and implementation of
recommendations is actively monitored.

A compliance certificate signed by the Managing Director
& CEO, based on the certification from respective
functional heads, is placed at the meetings of the
Board Audit Committee and Board of Directors on a
quarterly basis.

Risk Management

The Company recognises that risk is an integral element
of the business and managed acceptance of risk is
essential for generating shareholder value.

The risk governance structure of the Company consists
of the Board, the Board Risk Management Committee
(BRMC), the Executive Risk Committee (ERC) and its
sub committees. The risk philosophy of the Company
is outlined in the Board approved risk policy which is
reviewed by the Board at least annually. The Board risk
policy details identification, measurement, monitoring
and control standards relating to various individual
risks, namely investment (market, credit and liquidity),
insurance, operational (including fraud, legal, compliance,
outsourcing, customer dissonance, business continuity,
information and cyber security) and reputation. The Board
periodically reviews the potential impact of strategic risks
such as changes in macro-economic factors, government
policies, regulatory environment and tax regime on the
business plan of the Company.

In addition to these risks, the life insurance industry
faces a number of emerging risks. Geo-political tensions
and the potential for disruption to energy supplies are
an additional source of uncertainty for financial and
commodity markets and a trigger for inflation (which
could impact credit quality of counterparties, as well
as reduce real wages thereby impacting discretionary
savings, insurance new business and persistency risk).
There are also emerging risks related to ESG issues.
One of the most prominent ESG risks is that of climate
change which could potentially have wide-ranging
implications including (but not limited to) adverse impact
on economic growth and investment markets and higher
than expected claims due to increased risk of future
weather related catastrophes, pandemics as well as
possible changes in long-term mortality/morbidity rates.
Apart from climate change, there are emerging risks
associated with public health trends such as increase in
obesity related disorders and demographic changes such
as population urbanisation and ageing. Other important
ESG elements include data privacy which has an
increasing material impact on Company's reputation.

The risk management framework of the Company seeks
to identify, measure and control its exposures to all
these risks within its overall risk appetite. The Company
periodically carries out stress testing of its assets and
liabilities to identify impact on regulatory and economic
solvency, statutory profits and liquidity position.
Such testing is used as an aid in identifying significant
existing or emerging risks to its financial position,
including the potential impact of severe economic shocks
and catastrophic events like pandemics, which could
materialize as a consequence of several risk factors

including climate change and other sustainability risks.
The Company has a framework for information and cyber
security as well as business continuity management to
analyse emerging risks through regular monitoring of the
external and internal environment. The Company also has
a privacy policy to ensure protection of sensitive personal
data or information collected. The Company has updated
the Board risk policy by integrating sustainability risks
in the risk management framework. The key aspects of
the Company's risk management framework have been
outlined below. Further information on the Company's
approach to risk management is available in the
sections on ‘Enterprise Risk Management' and ‘Risks and
Opportunities' of the Annual Report.

1.1.    Investment risk

Investment risk is the risk arising out of variations in the
level or volatility of market prices of assets and financial
instruments, including the risk arising from any mismatch
between assets and liabilities, due to external market and
economic factors. The Company faces limited liquidity
risk due to the nature of its liabilities. The key mitigation
approaches for this risk are as follows:

(a)    Product approval process: Launching new products
or significant modifications to existing products can
significantly alter the risk profile of the Company's
Balance Sheet. Investment risks inherent in new
products or significant modifications to existing
products are identified at product design stage and
products are launched only after approval by the
ERC and the PMC.

(b)    Asset Liability Management (ALM): The Company
has detailed Investment Specifications that govern
the investment strategy and limits for each fund
depending on the profile of the liability backed
by those assets. For each category of products,
the Investment Specifications define limits to
permissible exposures to various asset classes,
duration guidelines for fixed income instruments and
minimum investment in liquid assets. The Company
uses derivatives to hedge interest rate risk.

(c)    Exposure limits have been defined for companies,
groups and industries in accordance with regulatory
guidelines and the Company's internal Investment
Policy. The Company restricts investments primarily
to securities rated AA and above.

(d)    The Company has a liquidity contingency plan
in place.

(e)    As part of its ESG philosophy, the Company has
implemented a framework for investment decisions
that will support mitigation of risks due to climate
change as well as other ESG risks by factoring these
in its investment decisions.

1.2.    Insurance Risk

Insurance risk is the risk arising because of variance to
the best estimate or because of random fluctuations in
the frequency, size and timing of insurance liabilities.

Insurance risk comprise the following components:

mortality, morbidity, persistency and expense risk.

These risks are mitigated through the following:

(a)    Product approval process: Insurance risks inherent
in the new products or significant modifications
to existing products are identified at product
design stage and products are launched only after
approval by the ERC and the PMC. The Company,
in its product design, incorporates product features
and uses appropriate policy wordings to mitigate
insurance risk.

(b)    Reinsurance: The Company uses appropriate
reinsurance arrangements, including catastrophe
reinsurance, to manage insurance risk.
Such reinsurance arrangements may be used to
support risk transfer of sustainability risks as well.
The arrangements are with select and financially
sound reinsurers. The Company's reinsurance
exposures are considered and approved by the
ERC periodically.

(c)    Underwriting and claims controls: Underwriting
and claims policies and procedures are in place to
assess and manage mortality and morbidity risks.
The Company seeks to minimise these risks by
diversifying its business portfolio and adhering to
appropriate and segmented underwriting norms.
The Company conducts periodic reviews of both
underwriting and claims procedures. Adjustments to
the underwriting strategy may be made to allow
for any changes in the insurance risk landscape or
emerging risks.

(d)    Experience analysis: The Company conducts its
experience analysis regularly in order to monitor
trends, gain insights on emerging risks, if any and
to ensure that corrective actions can be initiated
at the earliest opportunity and that assumptions
used in product pricing, reserving and embedded
value reporting are in line with the experience.
The Company actively monitors its claims
experience, persistency levels and expense ratios.

(e)    Aligning key performance indicators: The Company
uses appropriate key performance indicators for
different levels of hierarchy in sales and operations
to align interests and ensure adequate focus on
insurance risk especially, persistency and expense.

(f)    Product contracts: The Company designs exclusions
and terms and conditions in consultation with
reinsurers and with due regard to market practices
to manage insurance risk, especially mortality and
morbidity risk. In order to deal with a changing
insurance landscape or emerging risks, new
products may be developed with more suitable
product features, policy wordings, exclusions and
terms and conditions.

(g)    Repricing: The Company reserves the right to
re-price future new business in case of adverse
experience, which could materialize due to various
factors including sustainability issues.

1.3. Operational risk

Operational risk is the risk of loss, resulting from

inadequate or failed internal processes, people and

systems, or from external events.

The Company uses the following approaches to manage

operational risk:

(a)    The Company develops and monitors mitigation
plans for high-risk items identified through the Risk
and Control Self-Assessment (R&CSA) conducted
for each business function, through analysis of loss
events and review of audit findings.

(b)    The Company continuously monitors internal
loss events and ensures adequate mitigation for
material impact events.

(c)    The Company actively promotes a risk awareness
culture by improving understanding through
communication and education. It further engages
with law enforcement agencies to create awareness
on various insurance frauds and emerging issues.

(d)    Fraud Management: The Company has a fraud risk
management policy that sets out the approach
and guidelines for management of fraud risk.
The Company follows both a proactive and reactive
approach to manage fraud. Proactive management
is done by using triggers to identify suspected
frauds and through random sample checks.
Reactive management is done through incident
management. The Company ensures implementation
of controls to prevent recurrence of such incidents,
financial recovery whenever applicable and
disciplinary action against involved employees in
accordance with the Company's Code of Conduct.
It also initiates actions through law enforcement
authorities based on severity of incidents.

(e)    Outsourcing Risk: The Company has an outsourcing
policy to ensure effective oversight and adequate
due diligence with regard to outsourcing of
activities. The Company outsources processes which
are permitted based on the regulatory guidelines.
The Company carries out required due diligence
for any new vendor empanelment and annual
assessment of outsourced vendors.

(f)    Business Continuity Management (BCM):
The Company has a Business Continuity
Management (BCM) policy and framework to
ensure resilience and continuity of key products and
services at minimum acceptable level. The Company
has business continuity and disaster recovery plans
in place for critical processes and systems which are
being tested periodically. The Company has been
accredited with the ISO 22301:2019 certification for
the business continuity management systems.

(g)    Information and Cyber security: The Company
has an Information and Cyber security policy and
framework that ensures all information assets
are safeguarded by establishing comprehensive

management processes throughout the
organisation. The Company has defence-in-depth
approach and has deployed security solutions
across all layers to ensure systems and data are
secured. A security assessment program is in place,
to undertake regular vulnerability assessment and
penetration testing of critical IT applications and
infrastructure. Further, cloud security strategy,
practices and advance level controls for protecting
data and IT infrastructure has been implemented.
Cyber security operations centre (SOC) has been
setup for proactive monitoring (24x7), incident
response, recovery and remediation activities.
An awareness programme aimed at educating
users on best practices is in place, for protecting
sensitive data and systems, covering aspects related
to cybersecurity, data security, business continuity
and privacy. Cyber security advisories issued by
security agencies and experts are being monitored
and suitable actions are initiated. The Company
is accredited with ISO 27001:2022 certificate for
Information Security Management Systems (ISMS)
covering critical process and systems.

(h)    Privacy policy: The Company has a privacy policy
in place which provides commitment to privacy
throughout the life cycle of the information from,
collection, processing, sharing, retention, and
destruction, by taking reasonable steps to protect the
confidentiality of the personal information provided.

(i)    The Company has adopted highest business,
governance, ethical and legal standards. The Whistle
blower policy aims to provide a mechanism to
ensure that concerns are appropriately raised,
independently investigated and addressed.

1.4. Reputation Risk

Reputation risk is defined as the risk of negative opinion
about the financial stability, service levels, integrity,
transparency or any other aspect, as perceived by
the stakeholders, resulting in a decline in business
volumes and eventually impacting continuity of
business. The Company has a framework in place for
managing reputation risk and periodically monitors
various parameters that could impact the reputation
of the Company.

Code of conduct under Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations,
2015

The Company has in place a Code of conduct to regulate,
monitor and report trades in Securities by Designated
Persons (“Code”) which is in accordance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015 as
amended from time to time. Any infractions/violations
of the Code are dealt with as provided for in the Code
subject to applicable regulations.

CEO/CFO certification

In terms of the Listing Regulations, the Managing
Director & CEO and Chief Financial Officer have certified
the financial statements and internal controls relating to
financial reporting.

CORPORATE GOVERNANCE PHILOSOPHY

The Company considers its stakeholders as partners
in success and remains committed to delivering value
to stakeholders. The Company believes that a sound
corporate governance mechanism is critical to retain
and enhance stakeholders' trust. It is committed to
exercise overall responsibilities rigorously and diligently
throughout the organisation, managing its affairs
in a manner consistent with corporate governance
requirements and expectations.

The Company's corporate governance philosophy is
based on an effective independent Board including the
separation of Board's supervisory role from the executive
management. The Board Committees are generally
comprising of a majority of independent/non-executive
Directors and are chaired by Independent Directors.

Significant and material orders passed by the regulators
or courts or tribunals impacting the going concern
status of the Company and its future operations.

There were no significant and/or material orders passed
by the regulators or courts or tribunals impacting the going
concern status of the Company and its future operations

Compliance to Secretarial Standards

The Company was in compliance with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India for FY2026.

Annual return

A copy of the annual return for FY2026 will be hosted on
the website of the Company athttps://www.iciciprulife.
com/about-us/shareholder-information/other.html

Particulars of employees

The statement containing the particulars of employees
as required to be disclosed under Section 197(12) of the
Act, read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
forms part of this Report. In terms of Section 136(1)
of Act, the Report and the Accounts are sent to the
members excluding the aforesaid Annexure. Any member
interested in obtaining a copy of this Annexure may
write to the Company Secretary at the Registered Office
of the Company.

Corporate Social Responsibility (CSR) initiatives

The Corporate Social Responsibility policy as approved
by the Board has been hosted on the Company's website.
(https://www.iciciprulife.com/content/dam/icicipru/
about-us/corporate policies/CSR Policy April 2026.pdf).

In accordance with the provisions of Section 135 of the
Act, and considering the applicable dividend exemptions,
the Company was required to spend ' 15.8 million
towards CSR. The Company, in alignment with its values
and commitment to social responsibility, voluntarily spent
' 26.4 million on CSR initiatives during FY2026.

The detailed annual report on Corporate Social
Responsibility activities is annexed herewith as
Annexure C.

Disclosures as per the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
provides protection against sexual harassment of
women at the workplace and lays down guidelines for
the prevention and redressal of complaints of sexual
harassment. The Company has implemented its policy on
prevention of sexual harassment at the workplace and
has made it available to all employees on the Company's
intranet. The Company in its endeavor to extending a
safe and secure working environment, on an ongoing
basis, ensures awareness and sensitization of the policy
amongst its employees.

Disclosures in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

a.    number of complaints filed during the financial
year: 16

b.    number of complaints disposed of during the financial
year: 16

c.    number of complaints pending to be resolved as on
end of financial year: NIL

Further, the Company has complied with provisions
relating to the constitution of Internal Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

Compliance with the Maternity Benefit Act, 1961

The Company affirms its compliance with the provisions
of the Maternity Benefit Act, 1961, for the financial year
ended March 31, 2026.

Whistle blower policy

The Company has adopted highest business,
governance, ethical and legal standards. The Whistle
Blower Policy aims to provide a mechanism to ensure
that concerns are appropriately raised, independently
investigated and addressed.

The purpose of the Policy is to encourage employees/
stakeholders to report matters without the risk of
subsequent victimisation, discrimination or disadvantage.

The Whistle Blower Policy comprehensively provides
an opportunity to employees, including Directors of the
Company and stakeholders working for the Company.
The Policy encourages any employee, stakeholder
or Director to raise any issue concerning breaches of
law, statute or regulation, accounting policies, acts
resulting in financial or reputation loss, misuse of
office, suspected/actual fraud and criminal offences,
non-compliance to anti-bribery and anti-corruption
policy. Besides, it also includes leak of any unpublished
price sensitive information pursuant to SEBI Regulations
or any such information prescribed pursuant to any
regulations/laws, as amended from time to time.
The policy lays down the mechanism to report such
concerns to the Audit Committee of the Board.

The Policy has been periodically communicated to
the employees and for stakeholders, an extract of the
same has also been hosted on the Company's website.
The Whistle Blower Policy complies with the requirements
of vigil mechanism as stipulated under Section 177 of the
Act, and other applicable laws, rules and regulations.
The details of establishment of the Whistle Blower Policy
are hosted on the website athttps://www.iciciprulife.
com/content/dam/icicipru/about-us/corporate policies/
Summary of Whistle Blower Policy.pdf.

Code of conduct

The Company has a code of conduct (Code) for Directors
and employees of the Company, which was last reviewed
and amended by the Board of Directors at its meeting held
on July 15, 2025. The Code aims at ensuring consistent
standards of conduct and ethical business practices
across the constituents of the Company. The Code lays
down the broad framework of general guiding principles
for conducting day-to-day business. This Code is available
on the website of the Company (https://www.iciciprulife.
com/content/dam/icicipru/about-us/corporate policies/
Code of Conduct lulv 2025.pdf). Pursuant to the
Listing Regulations, a confirmation from the Managing
Director & CEO regarding compliance with the Code by
all the Directors and senior management forms part of
this Annual Report.

Policy for determining material subsidiaries

In accordance with the requirements of the Listing
Regulations, the Company has formulated a policy for
determining material subsidiaries and the same has
been hosted on the website of the Company.https://
www.iciciprulife.com/content/dam/icicipru/about-us/
corporate policies/Policy on material subsidiary
lanuary 13 2026.pdf.

Board of Directors

The Company's Board is constituted in compliance
with the Act, in accordance with Listing Regulations,
IRDAI (Corporate Governance for Insurers) Regulations,
2024 and Master Circular on Corporate Governance for
Insurers, 2024.

At March 31, 2026, the Board of Directors of the
Company comprised of five Independent Directors,
three non-executive non-Independent Directors and the

Managing Director & CEO. Out of the three non-executive
non-Independent Directors, two Directors represent ICICI
Bank Limited and one Director represents Prudential
Corporation Holdings Limited. As at March 31, 2026, the
Chairman of the Board is a non-executive non-Independent
Director. Except the Managing Director & CEO, all other
Directors including the Chairman of the Board are
non-executive Directors and/or Independent Directors.
The Board is responsible for the corporate strategy and
other responsibilities as laid down by IRDAI under the IRDAI
(Corporate Governance for Insurers) Regulations, 2024.
The Managing Director & CEO oversees implementation
of the strategy, achievement of the business plan and
day-to-day operations. There is an appropriate mix of
executive, non-executive and Independent Directors on
various Board Committees. Disclosure under Section 149
(10) of the Act is not applicable for FY2026. Further, none
of the Directors is/are related to any other Director
of the Company.

The Board functions either as a full Board or through
various Committees constituted to oversee specific areas.
The Board has constituted Committees, namely, Board
Audit Committee, Board Risk Management Committee,
Board Investment Committee, Board Policyholder
Protection, Grievance Redressal and Claims Monitoring
Committee, Board Nomination and Remuneration
Committee, Board Sustainability and Corporate Social
Responsibility Committee, Stakeholders Relationship
Committee, Board Information Technology Strategy
Committee, With Profits Committee and Those Charged
With Governance (TCWG) Committee.

The Company recognises that a diverse Board will
have different thoughts, perspectives, knowledge, skill,
industry experience, age and gender, which will ensure
that the Company retains its competitive advantage.
The Board Nomination and Remuneration Committee
recommends the appointment of Director(s) to the Board
of the Company based on the Criteria for appointment of
officials who may be appointed as key managerial person/
personnel (KMP) or as senior managerial personnel
(SMP), and Directors.

In accordance with the criteria, identified by the Board,
the areas of qualification and positive attributes which
would be required to be possessed by the Board of
Directors of the Company in the context of life insurance
business, included finance & accountancy, banking,
insurance, strategy and corporate planning, risk
management, securities market, economics, law and
governance, consumer insights, marketing and human
resources. The Directors of the Company have the skills
and expertise as prescribed in the criteria, details of which
are given below along with their educational qualification,
as at March 31, 2026.

¹    Mr. Naveen Tahilyani was appointed as a non- executive Director representing Prudential Corporation Holdings Limited with effect
from September 13, 2025.

²    Mr. Samit Upadhyay was appointed as a non-executive Director representing ICICI Bank Limited with effect from September 13, 2025.

During the year ended March 31, 2026, based on the recommendation of the Board Nomination and Remuneration
Committee, the Board of Directors of the Company considered the following changes:

1.    Retirement of Mr. Dilip Karnik (DIN: 06419513) as a non-executive Independent Director from close of business
hours on May 9, 2025.

2.    Appointment of Mr. Samit Upadhyay (DIN: 11288692) and Mr. Naveen Tahilyani (DIN: 06594510) as non-executive
(Additional) Directors of the Company with effect from September 13, 2025, liable to retire by rotation.

3.    Resignation of Mr. Anuj Bhargava (DIN: 02647635) and Mr. Solmaz Altin (DIN: 08206960) as the Directors of the
Company from close of business hours on September 12, 2025.

Accordingly, the Board had also recommended the following appointments for approval of members of the Company
to transact the following special business(es):

1.    Appointment of Mr. Samit Upadhyay (DIN: 11288692) as a non-executive, non- Independent Director of the
Company, with effect from September 13, 2025, shall be liable to retire by rotation, by way of Ordinary Resolution,
passed through postal ballot; and

2.    Appointment of Mr. Naveen Tahilyani (DIN: 06594510) as a non-executive, non- Independent Director of the
Company, with effect from September 13, 2025, shall be liable to retire by rotation, by way of Ordinary Resolution,
passed through postal ballot.

All the above resolutions were passed by the members, with requisite majority.

There were nine meetings of the Board held during FY2026: Meetings were held on April 15, 2025, May 16, 2025,
July 15, 2025, July 19, 2025, September 12, 2025, October 14, 2025, January 13, 2026, February 5, 2026 and March 6,
2026. The maximum interval between any two meetings did not exceed 120 days. The attendance of Directors at the
Board meetings during the year is set out in the following table:

¹ Ceased to be a Director of the Company from close of business hours on September 12, 2025.
²Ceased to be a Director of the Company from close of business hours on September 12, 2025.

³    Appointed as a non-executive Independent Director of the Company w.e.f. September 13, 2025.

⁴    Appointed as a non-executive Independent Director of the Company w.e.f. September 13, 2025.

⁵    Retired as a non-executive Independent Director from close of business hours on May 9, 2025.

The details of other directorships/committee memberships held by the Directors of the Company as at March 31, 2026
are set out below: ^{1 2 3}

In terms of the Listing Regulations, the number of
Committees (Audit Committee and Stakeholders
Relationship Committee) of public limited companies in
which a Director is a member/chairperson were within
the limits prescribed under Listing Regulations, for all the
Directors of the Company. The number of directorships
of each Independent Director is also within the limits
prescribed under Listing Regulations.

Independent Directors

The Board of Directors of the Company at March 31,
2026 comprised of nine Directors, out of which five are
Independent Directors.

All Independent Directors have confirmed that they meet
the criteria of independence as laid down under Section
149(6) of the Act and the Listing Regulations and have
confirmed that their names have been added in the data
bank maintained by the Indian Institute of Corporate
Affairs for independent directors, in accordance with
Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

Pursuant to the provisions of Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules,
2014, every individual whose name is so included
in the data bank shall pass an online proficiency
self-assessment test. However, an individual who
has fulfilled the criteria prescribed in Rule 6(4) of
the said Rules, is exempt from passing the online
self-assessment test. In view of the same, none of
the Independent Directors were required to take the
proficiency self-assessment test. The Board at its
meeting held on April 14, 2026, has reviewed the
submissions received from all the Independent Directors
and has confirmed that the Independent Directors fulfil
the criteria laid down by requisite regulations and are
independent from the management. Further, based
on these disclosures and confirmations, the Board is
of the opinion that the Directors of the Company are
eminent persons with integrity and have necessary
expertise and experience to continue to discharge their
responsibilities as the Director of the Company.

BOARD COMMITTEES

The details of Board Committees are as follows:

A. Board Audit Committee

The primary objective of the Committee is to
monitor and provide effective supervision of the
financial reporting process, with high levels of
transparency, integrity and quality of financial
reporting. The Committee oversees the functions of
internal audit & compliance functions and ensures
deployment of policies for an effective control
mechanism including mechanism to address
potential conflict of interest amongst stakeholders.
The Committee has the authority and responsibility
to select, evaluate and recommend the statutory
auditors in accordance with law. The Committee
ensures independence of control functions
demonstrated by a credible reporting arrangement.

Terms of reference:

i. Accounts & Audit

i.    Oversee the financial statements, financial
reporting process, statement of cash flow
and disclosure of its financial information,
both on an annual and quarterly basis,
to ensure that the financial statement is
correct, sufficient and credible;

ii.    Recommend    the    appointment,

re-appointment, terms of appointment
and, if required, the replacement or
removal; remuneration, reviewing (with
management) performance and oversight of
the work of the auditors (internal/ statutory/
concurrent/ Secretarial / Forensic / Systems
Audit) and to review and monitor the
auditor's independence and performance,
and effectiveness of audit process;

iii.    Oversight of the procedures and processes
established to attend issues relating
to maintenance of books of account,
administration procedures, transactions
and other matters having a bearing on
the financial position of the Company,
whether raised by the auditors or by
any other person;

iv.    Evaluation of internal financial controls
and risk management systems;

v.    Discuss with the statutory auditors before
the audit commences, about the nature and
scope of audit, as well as, have post-audit
discussions to address areas of concern;

vi.    To oversee the overall management costs
of the insurer in compliance with the limits
prescribed by the Insurance Regulatory
and Development Authority of India
(IRDAI), with the objective of protecting
the interests of the policyholders;

vii.    Approval of any additional work, other than
statutory / internal audit, to the statutory
auditors or any of their associated persons
or companies, with due consideration
for maintaining the independence and
integrity of the audit relationship, ensuring
necessary disclosure related to such work
entrusted to the auditor or its associates in
the Notes to Accounts forming part of the
annual accounts of the insurer;

viii.    Reviewing, with the management, the annual
financial statements and auditor's report
thereon before submission to the Board for
approval, with particular reference to:

• Matters required to be included
in the director's responsibility
statement to be included in the
Board's report in terms of clause (c) of

sub-section (3) of Section 134 of the
Companies Act, 2013;

•    Changes, if any, in accounting
policies and practices and
reasons for the same;

•    Major accounting entries involving
estimates based on the exercise of
judgment by management;

•    Significant adjustments made in the
financial statements arising out of
audit findings;

•    Compliance with listing and other
legal requirements relating to financial
statements to the extent applicable;

•    Approval or any subsequent
modification and disclosure of
any related party transactions of
the Company, in accordance with
applicable provisions, as amended
from time to time; and

•    Modified opinion(s) in the draft audit
report.

ix.    Reviewing, with the management, the
quarterly, half-yearly and annual financial
statements before submission to the
Board for approval;

x.    To the extent applicable, review with the
management, the statement of uses/
end use/application of funds raised
through an issue (public issue, rights
issue, preferential issue, etc.) and related
matter, the statement of funds utilised for
purposes other than those stated in the
offer document/ prospectus/ notice and
the report submitted by the monitoring
agency monitoring the utilisation of
proceeds of a public or rights issue, and
making appropriate recommendations to
the Board to take up steps in this matter;

xi.    Review of housekeeping items,
particularly review of suspense balances,
reconciliations (including subsidiary
general ledger (SGL) accounts) and other
outstanding assets & liabilities;

xii.    Scrutiny of inter-corporate loans and
investments, if any;

xiii.    Valuation of undertakings or assets of the
Company, wherever it is necessary; and

xiv.    To review the utilisation of loans and/ or
advances from/investment by the holding
company in the subsidiary exceeding
' 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including
existing loans/advances/investments.

ii.    Internal audit

i.    Review the adequacy of internal audit
function, if any, including the structure of
the internal audit department, staffing
and seniority of the official heading the
department, reporting structure, coverage
and frequency of internal audit;

ii.    Oversee the efficient functioning of the
internal audit department and review its
reports. The Committee would additionally
monitor the progress made in rectification
of irregularities and changes in processes
wherever deficiencies have come to notice;

iii.    Set-up procedures and processes to
address all concerns relating to adequacy
of checks and control mechanisms;

iv.    Discussion with internal auditors of any
significant findings and follow up there on;

v.    Review the findings of any internal
investigations by the internal auditors into
matters where there is suspected fraud or
irregularity or a failure of internal control
systems of a material nature and reporting
the matter to the Board;

vi.    Review with the management,
performance of internal auditors and the
adequacy of the internal control systems;

vii.    Look into the reasons for substantial
defaults in the payment, if any, to
the depositors, debenture holders,
shareholders (in case of non-payment of
declared dividends) and creditors; and

viii.    Review the functioning of the whistle
blower/vigil mechanism.

iii.    Compliance & ethics and others

i.    Monitor the compliance function and
the Company's risk profile in respect
of compliance with external laws and
regulations and internal policies, including
the Company's code of ethics or conduct;

ii.    Review reports on the above and on
proactive compliance activities aimed at
increasing the Company's ability to meet its
legal and ethical obligations, on identified
weaknesses, lapses, breaches or violations
and the controls and other measures in
place to help detect and address the same;

iii.    Discuss the level of compliance in the
Company and any associated risks and
to monitor and report to the Board on any
significant compliance breaches;

iv.    Supervise and monitor matters reported
using the Company's whistle blowing
or other confidential mechanisms for

employees and others to report ethical
and compliance concerns or potential
breaches or violations;

v.    Advise the Board on the effect of the above
on the Company's conduct of business and
helping the Board set the correct ‘tone at
the top' by communicating, or supporting
the communication, throughout the
Company of the importance of ethics
and compliance;

vi.    Approve compliance programmes,
reviewing their effectiveness on a regular
basis and signing off on any material
compliance issues or matters;

vii.    Review key transactions involving
conflict of interest;

viii.    Review the anti-money laundering (AML)/
counter - financing of terrorism (CFT) policy
annually and review the implementation of
the Company's AML/CFT program;

ix.    Review compliance of Insurance Regulatory
& Development Authority of India (IRDAI)
corporate governance guidelines;

x.    Monitor the directives issued/ penalties
imposed/ penal action taken against the
Company under various laws and statutes
and action taken for corrective measures;

xi.    Approval of appointment of chief financial
officer or any other person heading the
finance function or discharging that
function after assessing the qualifications,
experience and background, etc.
of the candidate;

xii.    Consider and comment on rationale,
cost-benefits and impact of schemes
involving merger, demerger, amalgamation
etc., on the Company and its
shareholders; and

xiii.    Carrying out any other function, if any, as
is mentioned in the terms of reference of
the Board Audit Committee and any other
terms of reference as may be decided by
the Board and/or specified/ provided under
the Act or the Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015, or the IRDAI (Corporate Governance
for Insurers) Regulations, 2024 read with
Master Circular on Corporate Governance
for Insurers, 2024 or by any other
regulatory authority.

Composition

There were twelve meetings of the Board Audit

Committee held during FY2026: Meetings were held

on April 12, 2025, April 15, 2025, June 23, 2025, July 12,

2025,    July 15, 2025, July 19, 2025, October 13, 2025,
October 14, 2025, January 12, 2026, January 13,

2026,    February 5, 2026 and February 16, 2026.
The details of the composition of the Committee
and attendance at its meetings are set out in the
following table:

¹Retired as a Member from close of business hours
on May 9, 2025.

²    Ceased to be a Member from close of business hours on
September 12, 2025.

³    Ceased to be a Member from close of business hours on
September 12, 2025.

⁴    Appointed as Member w.e.f. September 13, 2025.

⁵    Appointed as Member w.e.f. September 13, 2025.

B. Board Risk Management Committee

The Committee reviews the Risk Management
Policy of the Company, including Asset Liability
Management (ALM), to monitor all risks across
the various lines of business of the Company and
establish appropriate systems to mitigate such risks.
The Committee also reviews the risk appetite and
risk profile of the Company. The Committee oversees
the effective operation of the risk management
system and advises the Board on key risk issues.

Terms of reference:

a. Risk management

i.    Establish effective Risk Management framework
for identification of internal and external risks,
in particular including financial, operational,
sectoral, sustainability (particularly ESG
related risks), information and cyber security
risks, business continuity risk or any other risk
as may be determined by the Committee and
recommend to the Board the Risk Management
Policy and processes for the organisation which
should include measures for risk mitigation
including systems and processes for internal
control of identified risks;

ii.    Monitor and oversee implementation of the Risk
Management Policy, including evaluating the
adequacy of risk management systems;

iii.    Ensure that appropriate methodology,
processes and systems are in place to monitor
and evaluate risks associated with the business
of the Company;

iv.    Set the risk tolerance limits and assess the cost
and benefits associated with risk exposure;

v.    Review the Company's risk-reward performance
to align with overall policy objectives;

vi.    Discuss and consider best practices in risk
management in the market and advise the
respective functions;

vii.    Assist the Board in effective operation of the risk
management system by performing specialised
analyses and quality reviews;

viii.    Maintain an aggregated view on the risk
profile of the Company for all categories of risk
including insurance risk, market risk, credit risk,
liquidity risk, operational risk, compliance risk,
legal risk, reputation risk, etc.;

ix.    Advise the Board with regard to risk
management decisions in relation to strategic
and operational matters such as corporate
strategy, acquisitions and related matters;

x.    Report to the Board, the nature and content
of its discussions, recommendations and
actions to be taken including details on the risk
exposures and the actions taken to manage the
exposures, review, monitor and challenge where
necessary, risks undertaken by the Company;

xi.    Review the solvency position of the Company
on a regular basis;

xii.    Monitor and review regular updates on
business continuity;

xiii.    Formulation of a Fraud monitoring policy and
framework for approval by the Board;

xiv.    Monitor implementation of Anti-fraud policy for
effective deterrence, prevention detection and
mitigation of frauds;

xv.    Review compliance with the guidelines on
Insurance Fraud Monitoring Framework dated
January 21, 2013, issued by the Authority;

xvi.    Monitor and review the cyber security practice;

xvii.    Approve Business Continuity Plan (BCP) of the
Company annually;

xviii.    Review the appointment, removal and terms of
remuneration of the Chief Risk Officer;

xix.    Effective oversight of Product Management
Committee of the Company in line with
the provisions under the IRDAI (Insurance
Products) Regulations, 2024; and to review any
deviations to Product Management & Pricing
(“PMP”) policy and recommend changes to

the PMP policy or the controls put in place to
implement the PMP policy; and

xx. Carry out any other function, if any, as prescribed
in the terms of reference of the BRMC and any
other terms of reference as may be decided
by the Board and/or specified/provided under
the Companies Act, 2013 or the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015, as amended, or the IRDAI (Corporate
Governance for Insurers) Regulations, 2024
read with Master Circular on Corporate
Governance for Insurers, 2024 or by any other
regulatory authority.

b. Asset Liability Management (ALM)

i.    Setting the risk/reward objectives i.e.
risk appetite of the Company informed by
assessment of policyholder expectations and
other relevant factors;

ii.    Quantifying the level of risk exposures (e.g.
market, credit and liquidity) and assessing the
expected rewards and costs associated with
the risk exposure;

iii.    Formulating and implementing optimal
ALM strategies, both at the product level an
enterprise level;

iv.    Ensuring that liabilities are backed by
appropriate assets and manage mismatches
between assets and liabilities to ensure they
remain within acceptable monitored tolerances
for liquidity, solvency and the risk profile
of the Company;

v.    Monitor risk exposures at periodic intervals and
revising ALM strategies where required;

vi.    Reviewing, approving and monitoring systems,
controls and reporting used to manage balance
sheet risks including any mitigation strategies;

vii.    Ensuring that management and valuation of all
assets and liabilities comply with the standards,
prevailing legislation and internal and external
reporting requirements;

viii.    Submitting the ALM information before the
Board at periodic intervals. Annual review of
strategic asset allocation;

ix.    Reviewing key methodologies and assumptions
including actuarial assumptions, used to value
assets and liabilities;

x.    Managing capital requirements at the company
level using the regulatory solvency requirements;

xi.    Reviewing, approving and monitoring
capital plans and related decisions over
capital transactions (e.g. dividend payments,
acquisitions, disposals, etc.);

xii.    Reviewing the reinvestment decisions of
matured investments considering the duration
of liabilities; and

xiii.    Carrying out any other function, if any, as
prescribed in the terms of reference of the
Board Risk Management Committee and any
other terms of reference as may be decided
by the Board and/or specified/provided under
the Companies Act, 2013 or the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended, or IRDAI (Corporate Governance for
Insurers) Regulations, 2024 read with Master
Circular on Corporate Governance for Insurers,
2024 or by any other regulatory authority.

Composition

There were four meetings of the Board Risk
Management Committee held during FY2026: The
meetings were held on April 12, 2025, July 12, 2025,
October 13, 2025 and January 12, 2026. The details
of the composition of the Committee and attendance
at its meetings are set out in the following table:

C. Board Investment Committee

The Investment Committee assists the Board in
fulfilling its oversight responsibility for the investment
assets of the Company. The Committee is responsible
for formulating the overall investment policy
and establishing a framework for its investment
operations with adequate controls. The Committee
also monitors investment performance against the
applicable benchmarks and provide guidance for
protection of shareholders' and policyholders' funds.

Terms of reference:

i.    Responsible for the recommendation of the
Investment Policy and laying down of the
operational framework for the investment
operations of the Company. The Investment
Policy and operational framework should, inter
alia, encompass aspects concerning liquidity for
smooth operations, compliance with prudential
regulatory norms on investments, risk
management/mitigation strategies to ensure
commensurate yield on investments in line with
policyholders' reasonable expectations and
above all protection of policyholders' funds;

ii.    Put in place an effective reporting system to
ensure compliance with the Investment Policy
set out by it apart from internal/concurrent
audit mechanisms for a sustained and on-going
monitoring of investment operations;

iii.    To submit a report to the Board on the
performance of investments at least on a
quarterly basis and provide an analysis of its
investment portfolio (including with regard to
the portfolio's safety and soundness) and on
the future outlook;

iv.    The Committee should independently review its
investment decisions and ensure that support by
the internal due diligence process is an input in
making appropriate investment decisions; and

v.    To carry out any other function, if any, as
prescribed in the terms of reference of the Board
Investment Committee and any other terms
of reference as may be decided by the Board
and/or specified/provided under the Act or the
IRDAI (Corporate Governance for Insurers)
Regulations, 2024 read with Master Circular on
Corporate Governance for Insurers, 2024 or by
any other regulatory authority.

Composition

There were four meetings of the Board Investment
Committee held during FY2026: The meetings were
held on April 12, 2025, July 12, 2025, October 11, 2025
and January 10, 2026. The details of the composition
of the Committee and attendance at its meetings are
set out in the following table:

¹    Ceased to be a Member from close of business hours on
September 12, 2025.

²    Appointed as Member w.e.f. September 13, 2025.

³    Ceased to be Member from close of business hours on
December 7, 2025.

⁴    Appointed as a Member w.e.f. December 8, 2025.

* As per IRDAI Corporate Governance guidelines 2016
and the IRDAI Investment Regulations, 2016, the Board
Investment Committee shall also have Chief Financial
Officer, Chief Risk Officer, Chief Investment Officer and
Appointed Actuary as members.

D. Board Policyholder Protection, Grievance
Redressal and Claims Monitoring Committee

The Committee assists the Board to protect the
interests of the policyholders and improve their
experiences in dealing with the Company at all stages
and levels of their relationship with the Company.
In this connection, the Committee aims to upgrade
and monitor policies and procedures for grievance
redressal and resolution of disputes, disclosure of
“material information” to the policy holders, and
compliance with the regulatory requirements.

Terms of reference:

i.    Adopt standard operating procedures to treat
the customer fairly including time-frames for
policy and claims servicing parameters and
monitoring implementation thereof;

ii.    Establish effective mechanism to address
complaints and grievances of policyholders
including mis-selling by intermediaries;

iii.    Put in place a framework for review of awards
given by Insurance Ombudsman/Consumer
Forums. Analyse the root cause of customer
complaints, identify market conduct issues and
advise the management appropriately about
rectifying systemic issues, if any;

iv.    Review all the awards given by Insurance
Ombudsman/Consumer Forums remaining
unimplemented for more than Thirty (30) days
with reasons thereof and report the same

to the Board for initiating remedial action,
where necessary;

v.    Review the measures and take steps to reduce
complaints at periodic intervals;

vi.    Ensure compliance with the statutory
requirements as laid down in the
regulatory framework pertaining to
policyholders' protection;

vii.    Provide the details of grievances at periodic
intervals in such formats as may be prescribed
by the Authority;

viii.    Ensure details of insurance ombudsmen are
provided to the policyholders;

ix.    Review of claims report, including status
of outstanding claims with ageing of
outstanding claims;

x.    Reviewing repudiated claims with
analysis of reasons;

xi.    Status of settlement of other customer benefit
payouts like surrenders, loan, and partial
withdrawal requests, etc; and

xii.    Review the settlement of unclaimed amounts
on a quarterly basis, including the number and
amounts of claims. Also, review the steps taken
to reduce unclaimed amounts by identifying
policyholders or beneficiaries and creating
awareness in accordance with the Standard
operating procedure/policy approved by
the Committee;

xiii.    Ensure that there is a Grievance Redressal
officer in place who shall be responsible for
grievance redressal and whose details shall be
made available at the website; and

xiv.    Carrying out any other function, if any, as
prescribed in the terms of reference of the Board
Policyholder Protection, Grievance Redressal
and Claims Monitoring Committee and any
other terms of reference as may be decided
by the Board and/or specified/provided under
IRDAI (Corporate Governance for Insurers)
Regulations, 2024 read with Master Circular on
Corporate Governance for Insurers, 2024 or by
any other regulatory authority.

The Grievance Redressal Committee (GRC) is chaired
by Mr. Rajagopalan Venkatarama, an eminent
independent member. The other members of the
Committee comprise of Ms. Poonam Bharadwaj,
an independent member and three other internal
members. As part of the grievance redressal
mechanism, the GRC is constituted as the
final authority to address the policyholders'
grievances before approaching the Regulator and
the Ombudsman office. A summary of the key
discussions of the GRC meeting are placed at the

Board Policyholder Protection, Grievance Redressal
and Claims Monitoring Committee for information.

The GRC meets on a quarterly basis with the
following terms of reference:

a.    Evaluate feedback on quality of customer
service and claims experience;

b.    Review and approve representations received
on claims repudiations and complaints;

c.    Ensure that the Company follows all
prescribed regulatory requirements on
policyholder service; and

d.    Submit report on its performance to the Board
Policyholder Protection, Grievance Redressal
and Claims Monitoring Committee on a
quarterly basis.

Composition

There were four meetings of the Board Policyholder
Protection, Grievance Redressal and Claims
Monitoring Committee held during FY2026:
Meetings were held on April 14, 2025, July 14, 2025,
October 13, 2025 and January 12, 2026. The details
of the composition of the Committee and attendance
at its meetings are set out in the following table:

¹ Retired as a Member from close of business hours
on May 9, 2025.

^2.    Ceased to be a Member from close of business hours on
September 12, 2025.

^3. Ceased to be a Member from close of business hours on
September 12, 2025.

⁴    Appointed as Member w.e.f. September 13, 2025.

⁵    Appointed as Member w.e.f. September 13, 2025

Note: Mr. Rajagopalan Venkatarama, independent
customer representative attended the Committee meetings
held on April 14, 2025, July 14, 2025 and October 13, 2025,
as an invitee.

E. Board Nomination and Remuneration Committee

The Board Nomination and Remuneration
Committee assists the Board to formulate policies
relating to the composition and remuneration of
the Directors, key managerial personnel, other
employees consistent with criteria approved by the
Board. The Committee coordinates and oversee the
self-evaluation of the performance of the Board

and succession planning for senior management.

The Committee ensures that the Board comprises of

competent and qualified Directors.

Terms of reference:

i.    To formulate the criteria for determining
qualifications, positive attributes and
independence of a director;

ii.    To devise a policy on diversity of the Board;

iii.    To identify persons who are qualified to
become directors and who may be appointed
in senior management in accordance with the
criteria laid down, recommend to the Board
their appointment and removal and formulate
a criteria and specify the manner for effective
evaluation of every individual director's
performance, evaluation of the performance
of Board and its committees; and review its
implementation and compliance;

iv.    To scrutinise the declarations of intending
applicants before the appointment/
re-appointment/ election of directors by the
shareholders at the annual general meeting;
and to scrutinise the applications and details
submitted by the aspirants for appointment as
the key managerial personnel/ key management
persons (KMPs); and to make independent/
discreet references, where necessary, well in
time to verify the accuracy of the information
furnished by the applicant;

v.    To consider whether to extend or continue the
term of appointment of the independent director,
on the basis of the report of performance
evaluation of independent directors;

vi.    To ensure that the proposed appointments/
re-appointments of KMPs or directors are in
conformity with the Board approved policy on
retirement/ superannuation;

vii.    To ensure that an annual declaration is
obtained from the Directors/ KMPs that the
information provided in the declaration at the
time of appointment/ reappointment has not
undergone any change subsequently and the
changes, if any, are apprised by the concerned
Director to the Board;

viii.    To determine and recommend to the Board
a policy, relating to the remuneration for the
directors, the CEO, KMPs, and other employees,
in alignment with applicable guidelines
and framework;

ix.    To consider and approve employee stock
option schemes and to administer and
supervise the same;

x.    To recommend to the Board, all remuneration,

in    whatever form, payable    to senior

management and ensure that the remuneration
for KMPs is as per the Compensation Policy
approved by the Board;

xi.    To ensure that the level and composition of
remuneration is reasonable and sufficient to
attract, retain and motivate directors of the
quality required to run the Company successfully;

xii.    To approve the compensation program and
to ensure that remuneration to directors,
KMPs and senior management involves a
balance between fixed and incentive pay
reflecting short and long term performance
objectives appropriate to the working of the
Company and its goals;

xiii.    To ensure that relationship of remuneration to
performance is clear and meets appropriate
performance benchmarks;

xiv.    To ensure the succession planning for the
Directors and the KMPs of the Company
including its implementation; and

xv.    To carry out any other function, if any, as
prescribed in the terms of reference of the Board
Nomination and Remuneration Committee and
any other terms of reference as may be decided
by the Board and/or specified/provided under
the Companies Act, 2013 or the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015, as amended, or the IRDAI (Corporate
Governance for Insurers) Regulations, 2024
read with Master Circular on Corporate
Governance for Insurers, 2024 or by any other
regulatory authority.

Composition

There were six meetings of the Board Nomination
and Remuneration Committee held during FY2026:
April 15, 2025, May 16, 2025, October 11, 2025,
January 10, 2026, February 5, 2026 and March 6,
2026. The details of the composition of the Committee
and attendance at its meetings are set out in the
following table:

¹    Appointed as Chairman w.e.f. May 10, 2025.

²    Retired as a Chairman and Member from close of business
hours on May 9, 2025.

³    Ceased to be a Member from close of business hours on
September 12, 2025.

⁴    Appointed as Member w.e.f. September 13, 2025.

F. Board Sustainability and Corporate Social
Responsibility Committee

The purpose of the Committee is to formulate and
recommend to the Board the CSR policy of the
Company, formulate the annual CSR plan, and
monitor the CSR activities and compliance with
the CSR policy from time to time. Corporate Social
Responsibility Policy of the Company as per section
135 of the Act is put up on the Company's website.
Further, the Committee oversees and monitors
the matters related to Sustainability including
Environment, Social and Governance (ESG) and
Business Responsibility and Sustainability initiatives
undertaken by the Company.

Terms of reference:

i.    To formulate and recommend to the Board, a
Corporate Social Responsibility Policy which
shall indicate the activities to be undertaken
by the Company;

ii.    To recommend the amount of expenditure
to be incurred on the Corporate Social
Responsibility activities;

iii.    To monitor the Corporate Social Responsibility
Policy of the Company from time to time;

iv.    To oversee and monitor Sustainability activities
including ESG initiatives undertaken by the
Company, related key disclosures, review
its performance thereon and advice on
related matters; and

v.    To review and monitor matters related to
Sustainability such as the ESG Report, Business
Responsibility and Sustainability Report.

Composition

There were two meetings of the Board Sustainability
and Corporate Social Responsibility Committee held
during FY2026: Meetings were held on April 14, 2025
and October 13, 2025. The details of the composition
of the Committee and attendance at its meetings are
set out in the following table:

¹    Appointed as Chairperson w.e.f. May 10, 2025.

²    Retired as a Chairman and Member from close of business
hours on May 9, 2025.

³    Ceased to be a Member from close of business hours on
September 12, 2025.

⁴    Appointed as Member w.e.f. September 13, 2025.

G. Stakeholders Relationship Committee
Terms of reference:

i.    Consider and review redressal and resolutions
of the grievances and complaints of the
security holders of the company, including
those of shareholders, debenture holders
and other security holders related to transfer/
transmission of shares, non-receipt of annual
report, non-receipt of declared dividends, issue
of new/duplicate certificates, general meetings;

ii.    Approval and rejection of transfer and
transmission of shares or securities, including
preference shares, bonds, debentures
and securities;

iii.    Approval and rejection of requests for split and
consolidation of share certificates;

iv.    Approval and rejection of issue of duplicate
share, issued from time to time;

v.    Redemption of securities and the listing of
securities on stock exchanges;

vi.    Allotment of shares and securities;

vii.    Review of measures taken for effective exercise
of voting rights by shareholders;

viii.    Review of adherence to the service standards
adopted by the Company in respect of various
services being rendered by the Registrar &
Share Transfer Agent;

ix.    Review of various measures and initiatives
taken by the Company for reducing the
quantum of unclaimed dividends and ensuring
timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of
the company; and

x.    Any other activities which are incidental or
ancillary to the various aspects of interests of
shareholders, debenture holders and/or other
security holders.

Composition

There were four meetings of the Stakeholders
Relationship Committee held during FY2026:
April 15, 2025, July 12, 2025, October 13, 2025 and
January 12, 2026. The details of the composition of
the Committee and attendance at its meetings are
set out in the following table:

Composition

There was one meeting of the With Profits
Committee held during FY2026: Meeting was held
on April 12, 2025. The details of the composition of
the Committee and attendance at its Meeting are set
out in the following table:

¹    Appointed as Member w.e.f. September 13, 2025.

²    Appointed as Member w.e.f. September 13, 2025.

³    Ceased to be a Member from close of business hours on
September 12, 2025.

⁴    Ceased to be a Member from close of business hours on
September 12, 2025.

⁵    Ceased to be a Member w.e.f. October 14, 2025.

⁶    Appointed as Member w.e.f. October 14, 2025.

* As per IRDAI (Non-linked Insurance Products)
Regulations 2019, With Profits Committee shall also have
the Chief Financial Officer, the Appointed Actuary and an
Independent Actuary, as members.

Composition

There were four meetings of the Information
Technology Strategy Committee held during FY2026:
Meetings were held on May 26, 2025, August 8,
2025, November 12, 2025 and February 16, 2026.

The details of the composition of the Committee
and attendance at its Meeting are set out in the
following table:

¹    Ceased to be a Member from close of business hours on
September 12, 2025.

²    Appointed as Member w.e.f. September 13, 2025.

J. Those Charged With Governance Committee

Pursuant to the circular dated January 7, 2026,
issued by National Financial Reporting Authority
(NFRA), and in furtherance to the recommendation
of the Board Audit Committee, the Board of Directors
at its meeting held on March 6, 2026 had constituted
a TCWG Committee for Effective Communication
between Statutory Auditors and Those Charged
With Governance, including Audit Committees'.

No meeting of TCWG Committee was held
during the year.

Familiarisation programme for Independent
Directors Independent Directors are familiarised
with their roles, rights and responsibilities in the
Company as well as with the nature of the industry
and the business model of the Company through
induction programmes and regular updates as
follows:

Induction Programme for new Appointee:

Induction programmes are organised for new
appointees, wherein an overview of the Company,
its vision and mission, the industry in which it
operates, its business, strategies, risk management,
organisation structure and other areas of relevance is
shared with the Director. The Director is also briefed
on the regulatory requirements and disclosure
norms. Each of functional heads of the Company
brief the new Director on the different aspects of the
business as well as critical support functions of the
Company.

Regulatory Updates

Presentations are made at quarterly Board Meetings
on performance review, strategy and key regulatory
developments. An exclusive meeting of the Board of

Directors to discuss and approve the strategy of the
Company is convened on an annual basis.

The details of the familiarisation programmes have
been hosted on the website of the Company and can
be accessed on the link:https://www.iciciprulife.com/
about-us/company-overview/familiarization.html.

Changes in the composition of the Board of
Directors as per Act during the year ended March
31, 2026

Particulars of Key Managerial Personnel / Key
Management Persons (KMP) as per the Act and
Listing Regulations and IRDAI (Registration,
Capital Structure, Transfer of Shares and
Amalgamation of Insurers) Regulations, 2024
and IRDAI (Corporate Governance for Insurers)
Regulations, 2024 (collectively referred to as
“IRDAI Regulations”) and Senior Management
Personnel (SMPs) as per the Act and the Listing
Regulations and changes during the year ended
March 31, 2026

i) KMPs as per the Act and Listing Regulations:

iii) SMPs as per the Act and Listing Regulations:

Changes in the SMP and KMP during the year
ended March 31, 2026

*.Effective from close of business hours of December 7, 2025

Criteria for appointment of officials who may be
appointed as key managerial person/personnel
(KMP) or as senior managerial personnel (SMP),
and Directors

The Company with the approval of its Board
Nomination & Remuneration Committee (BNRC)
has put in place a criteria for appointment of
officials who may be appointed as KMP or SMP,
and Directors (Criteria). The policy has been framed
based on the broad principles as outlined hereinafter.
The BNRC evaluates the composition of the Board
and vacancies arising in the Board from time to time.
The BNRC while recommending candidature of a
Director considers the special knowledge and areas
of expertise possessed by the candidate. The BNRC
assesses the fit and proper credentials of the
candidate and the companies/ entities with which
the candidate is associated either as a director or
otherwise and as to whether such association is
permissible under IRDAI (Corporate Governance for
insurers) Regulations, 2024 (IRDAI CG Regulations)
and Master Circular on Corporate Governance for
Insurer, 2024 (Master Circular) and the internal
norms adopted by the Company. For the above
assessment, the Committee is guided by the Rules,
regulations, circulars issued by the Act, IRDAI, SEBI,
in this regard.

The BNRC also evaluates the prospective candidate
for the position of a Director from the perspective of
the criteria for independence. For a Non-Executive
Director to be classified as Independent Director,
he/she must satisfy the criteria of independence as
prescribed and sign a declaration of independence.
The Board will review the same and determine the
independence of a Director after taking note of the
recommendations of the BNRC.

The KMP and SMP shall be personnel as defined
under the Act, the Listing Regulations and IRDAI
Master Circular and any amendments thereto.
The BNRC shall recommend the candidature for KMP
or SMP who shall have proven skills, performance
track record, relevant competencies, maturity and
experience in handling core functions relevant to
an organisation.

The criteria has also been hosted on the website
of the Company at:https://www.iciciprulife.com/
content/dam/icicipru/about-us/corporate policies/
Criteria for appointment of officials KMP or
SMP and Directors.pdf.

Remuneration
Remuneration policy

The Company has in place a policy on Compensation
& Benefits (“Compensation Policy”) for Managing
Director & CEO, other Whole-time Directors,
non-executive Directors, KMP and SMP and
other employees.

Further details with respect to the Compensation
policy are provided under the section titled
“Compensation & Benefit policy”, which has also
been hosted on the website of the Company and can
be accessed on the link:https://www.iciciprulife.com/
content/dam/icicipru/about-us/corporate policies/
Compensation Policy.pdf.

Service contracts, notice period, severance fees of
Directors:

The terms of appointment and remuneration of
Directors are subject to applicable regulations.
However all personnel policies of the Company
and the related rules which are applicable to other
employees of the Company shall also be applicable
to the Whole Time Directors, unless specifically
provided otherwise.

Details of remuneration paid to Wholetime
Directors

determines and recommends to the Board the
remuneration, including performance bonus and
non-cash benefits and perquisites, payable to the
Whole-time Director.

The following table sets out the details of
remuneration (including perquisites and retiral
benefits) paid to the Whole-time Director
during FY2026:

Note: For the year ended March 31, 2026 the remuneration
details pertain to the amount paid/options granted during
the period of service as per IRDAI approval.

¹    Variable pay is the actual amount paid during FY2026
pertaining to performance of previous financial year.
It does not include the variable pay for performance of
FY2026 or previous Financial years, that is payable in
FY2027 or thereafter.

²    Allowances also include Superannuation and
contribution to NPS.

³    Perquisites are evaluated as per Income-Tax rules
wherever applicable, and exclude perquisites on Provident
Fund and perquisites on exercise of stock options, if any.
Stock options exercised during the year does not constitute
remuneration paid to the Whole-time directors and
accordingly is not considered here.

⁴    Provision towards gratuity is actuarially valued for the
group of all eligible employees on an overall basis, however,

for the purpose of this section, annual contribution towards
gratuity fund of the Company as approved by BNRC/Board
has been given.

Details of remuneration paid to non-executive
Directors

As provided in the Articles of Association of the
Company, the fees payable to the non-executive
Independent Directors for attending a Meeting of
the Board or Committee thereof is decided by the
Board of Directors from time to time within the limits
prescribed by the Act.

For FY2026, the Company has paid ' 100,000 as
sitting fees for each meeting of the Board, ' 100,000
for each Board Audit Committee meeting and
' 50,000 as sitting fees for each Meeting of other
Board Committee meetings attended. This amount
is within the limits prescribed as per Rule 4 of
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 of the Act.

The Members at the AGM held on June 28, 2024,
have approved the payment of compensation
in form of profit related commission up to ^ 2
million per annum, each year, effective from
financial year commencing from April 1, 2024,
to each non-executive Independent Director of
the Company. The payments are subject to the
regulatory provisions applicable to the Company, if
any and availability of net profits at the end of each
financial year.

Subsequently, the Members at the AGM held on
July 28, 2023 have approved the remuneration in
the form of profit related commission to Chairperson
designated in the category of non-executive,
Independent Director of the Company at ^ 2 million
per annum effective from financial year commencing
from April 1, 2024. Sitting fees paid to Independent
Directors are outside the purview of the above limits.

The details of the sitting fees and commission
are as below:

Sitting fees paid to Independent Directors for the
financial year ended March 31, 2026:

Commission to be paid to Independent Directors
for the financial year ended March 31, 2026:

Remuneration related disclosures pursuant to
IRDAI Master Circular on Corporate Governance
for Insurers, 2024

Pursuant to IRDAI Master Circular on Corporate
Governance for Insurers, 2024 issued vide reference
no. IRDAI/F&I/CIR/MISC/82/5/2024 dated May 22,
2024, the Company is required to make the following
disclosures on remuneration in the Annual Report:

Compensation policy and practices
1. Qualitative disclosures

A) I nformation relating to the composition and
mandate of the Nomination and Remuneration
Committee

Name, composition and mandate of the main
body overseeing remuneration:

The Board Nomination and Remuneration
Committee (BNRC/Committee) is the body which
oversees aspects pertaining to remuneration.
The functions of the Committee include
identifying persons who are qualified to become
Directors and who may be appointed in senior
management in accordance with the criteria
laid down and recommending to the Board
their appointment & removal and formulating a
criteria and specifying the manner for effective
evaluation of every individual director's
performance, evaluation of the performance of
the Board and its Committees, and reviewing
its implementation and compliance; considering
to extend or continue the term of appointment
of the Independent Directors, on the basis
of the report of performance evaluation of
Independent Directors; determining and
recommending to the Board a policy relating
to the remuneration for the Directors, the CEO,
key management persons and other employees
in alignment with applicable guidelines and
framework; recommending to the Board all
remuneration, in whatever form, payable to
senior management; ensuring that the level
and composition of remuneration is reasonable
and sufficient to attract, retain and motivate
Directors of the quality required to run the
Company successfully; ensuring that the
relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks; approving the compensation
program and ensuring that remuneration
to Directors, key management persons and
senior management involves a balance
between fixed and incentive pay reflecting
short and long-term performance objectives
appropriate to the working of the Company
and its goals; formulating the criteria for

determining qualifications, positive attributes
and independence of a Director; devising a
policy on diversity of the Board; considering
and approving employee stock option schemes
and administering & supervising the same;
ensuring that the proposed appointments/
re-appointments of key management
persons or Directors are in conformity with
the Board approved policy on retirement/
superannuation; scrutinising the declarations
of intending applicants before the appointment/
re-appointment/election of Directors by the
shareholders at the annual general meeting;
and scrutinising the applications and details
submitted by the aspirants for appointment
as the key management person and to make
independent/ discreet references, where
necessary, well in time to verify the accuracy of
the information furnished by the applicant.

External consultants whose advice has
been sought, the body by which they were
commissioned and in what areas of the
remuneration process:

The Company employed the services of reputed
consulting firms for market benchmarking in
the area of compensation.

Scope of the Company's remuneration policy
(e.g. by regions, business lines), including
the extent to which it is applicable to foreign
subsidiaries and branches:

The Company's Policy on Compensation &
Benefits (“Compensation Policy”) for Managing
Director & CEO, other Whole-time Directors,
non-executive Directors, Key Management
Person (KMP), Senior Management Personnel
(SMP) and other employees was last amended
and approved by the BNRC at its Meetings held
on April 23, 2024 and July 22, 2024 respectively
and the Board at their Meeting held on
April 15, 2025.

Type of employees covered and number of
such employees:

All employees of the Company are governed
by the Compensation Policy. The total number
of permanent employees governed by the
Compensation Policy of the Company at
March 31, 2026 was 19,303.

B) Information relating to the design and
structure of remuneration process and the
key features and objectives of remuneration
policy.

Key features and objectives of remuneration
policy:

The Company has historically followed prudent
compensation practices under the guidance
of the Board and the BNRC. The Company's
approach to compensation is based on the
ethos of meritocracy and fairness within the

framework of prudent risk management.
This approach has been incorporated in the
Compensation Policy, the key elements of which
are given below:

Effective governance of compensation:

The Company follows prudent compensation
practices under the guidance of the BNRC
and the Board. The BNRC has the oversight
for framing, review and implementation of the
Company's Compensation Policy on behalf of
the Board, and shall work in close coordination
with the Board Risk Management Committee
for an integrated approach to the formulation
of the Compensation Policy where required.

The decision relating to the remuneration of
the Managing Director and CEO (MD & CEO),
other Whole-time Directors and KMPs/SMPs
is reviewed and approved by the BNRC and
the Board. The BNRC and the Board approves
the Key Performance Indicators (KPIs) and
the performance threshold for payment of
performance bonus and grant of long-term
pay, if applicable. The BNRC assesses business
performance against the KPIs as prescribed
by IRDAI. Based on its assessment, it makes
recommendations to the Board regarding
compensation for MD & CEO and other
Whole-time Directors, performance bonus
and long-term pay for all eligible employees,
including senior management and key
management persons.

Alignment of compensation philosophy with
prudent risk taking:

The Company seeks to achieve a prudent mix of
fixed and performance-linked variable pay, with
a higher proportion of variable pay at senior
levels. For the MD & CEO and other Whole-time
Directors and KMPs/SMPs, compensation
is sought to be aligned to the pre-defined
performance objectives of the Company.
In addition, the Company has an Employees
Stock Option Scheme and an Employee Stock
Unit Scheme aimed at enabling employees
to participate in the long-term growth and
financial success of the Company through stock
option grants/stock unit grants that vest over a
period of time.

Whether the Remuneration Committee
reviewed the firm's remuneration policy
during the past year, and if so, an overview of
any changes that were made:

The BNRC reviewed the Company's
Compensation Policy at its meeting held on
April 15, 2025.

• The Compensation Policy had a clause
on maximum cap on performance-linked

variable pay and long-term pay together
of 300% of fixed pay for all employees,
which was amended to be applicable to
full-time employees.

The    revised compensation policy was

approved by the BNRC at its meeting held on
April 15, 2025

Description of the ways in which current and
future risks are taken into account in the
remuneration processes.

•    The Company follows prudent
compensation practices under the
guidance of the Board and the BNRC.
The Company's approach to compensation
is based on the ethos of meritocracy and
fairness within the framework of prudent
risk management. The performance rating
assigned to employees is based on an
assessment of performance delivered
against a set of defined performance
objectives. These objectives are balanced
in nature and comprise a holistic mix
of financial, customer, people, process,
quality, compliance objectives and/or any
other parameters as may be deemed fit.

•    For the MD & CEO, other Whole-time
Directors and KMPs/SMPs, compensation
is sought to be aligned to pre-defined
performance objectives of the
Company which are approved by the
BNRC and the Board.

•    For the MD & CEO, other Whole-time
Directors and KMPs/SMPs, the quantum
of variable pay does not exceed 300% (as
stipulated in the Compensation Policy) of
total fixed pay in a year; a minimum of
50% of the variable pay (as stipulated in
the Compensation Policy) will be under
deferment. If the bonus amount is under
' 25 lacs, the deferment shall not be
applicable. The deferral period would be
spread over a minimum period of three
years (deferment period). The frequency
of vesting will be on annual basis and the
first vesting shall not be before one year
from the commencement of deferral period.
The vesting shall be no faster than a pro
rata basis. Additionally, vesting will not be
more frequent than on a yearly basis.

•    Ensuring balance in setting performance
objectives, capping the payout of
performance bonus and following an
annual payout cycle for variable pay
ensures that prudent behaviour is suitably
encouraged and rewarded.

•    The deferred part of the variable pay
(performance bonus and long term pay
in the form of stock options/stock units)
for Whole-time Directors and KMPs/
SMPs is subject to malus, under which,
the Company will prevent vesting of all
or part of the variable pay in the event
of act of willful or gross misconduct or
neglect, the commission of felony, fraud,
misappropriation, embezzlement, breach
of trust or an offence involving moral
turpitude or breach of integrity, gross
or willful insubordination, or materially
inaccurate financial statements due to the
result of misconduct including fraud, or
poor compliance in respect of corporate
governance and regulatory matters, or
any other act detrimental to the interest
of the Company. The details of malus
and clawback arrangements are defined
in the Company's Compensation Policy.
In addition, under the events mentioned
above and defined in the Compensation
Policy, as per clawback arrangements with
Whole-time Directors and KMPs/SMPs,
the employee agrees to return, in case
asked for, the previously paid variable pay
to the Company.

•    Due process including inquiries or
investigations as required and/or adherence
to principles of natural justice are ensured
prior to conclusion on the above events of
breaches and which would form the basis
of decisions. Error of judgment shall not be
construed to be breaches.

Description of the ways in which the
Company seeks to link performance during a
performance measurement period with levels
of remuneration.

The Company's approach to compensation
is based on the ethos of meritocracy and
fairness within the framework of prudent risk
management. The extent of variable pay for
individual employees is linked to individual

performance for sales frontline employees and to individual & organisation performance for non-sales
frontline employees & employees in the management cadre. For the latter, the performance rating assigned
is based on assessment of performance delivered against a set of defined performance objectives.
These objectives are balanced in nature, and comprise a holistic mix of financial, customer, people, process,
quality and compliance objectives and/or any other parameters as may be deemed fit. For the MD & CEO,
other Whole-time Directors and KMPs/SMPs to ensure effective alignment of compensation with prudent risk
parameters, the Company takes into account certain minimum parameters (as defined in the Compensation
Policy and in line with the IRDAI Master Circular) to determine the performance assessment along with any
other pre-defined performance objectives of the Company as may be determined by the BNRC and the Board.

2. Quantitative Disclosures

The following table sets forth, for the period indicated, the details of quantitative disclosure for remuneration
of the Managing Director & CEO:

Remuneration and other payments made during the Financial Year to MD/CEO/WTD

Notes:

1.    During the year, Anup Bagchi was granted 536,500 equity options as deferred non-cash variable pay for the
performance in FY2025 at the closing price on the recognised stock exchange having higher trading volume, on the
date immediately prior to the date of meeting of the BNRC scheduled to consider granting the said options under
the Company’s Employee Stock Option Scheme. The Company follows intrinsic value method and no charge was
recognised in the Revenue account and the Profit and Loss account, accordingly Nil amount has been reported as
remuneration against these grants.

2.    Deferred variable pay amounting to ' 67 lakhs of Anup Bagchi pertaining to previous year paid in current year has
been considered for the purpose of calculating remuneration paid in excess of specified limit of ' 400 lakhs.

Details of Outstanding Deferred Remuneration of MD/CEO/WTD as at March 31, 2026

Notes:

1.    Mr. Anup Bagchi was appointed as Executive Director and Chief Operating Officer w.e.f. May 1, 2023 and as Managing Director & CEO
w.e.f. June 19, 2023.

2.    Mr. N. S. Kannan ceased to be Managing Director & CEO w.e.f. June 19, 2023.

Disclosures required with respect to Section 197(12) of
the Act

The ratio of the remuneration of each Director to the
median employee's remuneration and such other details
in terms of Section 197(12) of the Act read with Rule 5
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. For the purpose of
this section, aspects of fixed remuneration which includes
basic salary, supplementary allowance and retirals
(provident fund, gratuity and superannuation) have been
considered and have been annualised.

(i) The ratio of the remuneration of each director to the
median remuneration of the employees, who are
part of annual bonus plan (excluding frontline sales),
of the Company for the financial year:

(ii)    The percentage increase in remuneration of each
Whole-time Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if
any, in the financial year:

The percentage increase in remuneration of
Whole-time Director i.e. Managing Director & CEO,
Chief Financial Officer, and Company Secretary
ranged between 3% and 5%.

(iii)    The percentage increase in the median remuneration
of employees, who are part of annual bonus plan
(excluding frontline sales), in the financial year:

The percentage increase in the median remuneration
of employees, who are part of annual bonus plan, in
the financial year was around 9%

(iv) The number of permanent employees on the
rolls of Company:

The number of employees as on March 31,
2026 is 19,303.

(v)    Average percentile increase already made in the
salaries of employees other than the managerial
personnel in the last financial year and its comparison
with the percentile increase in the managerial
remuneration and justification thereof and point
out if there are any exceptional circumstances for
increase in the managerial remuneration:

The average percentage increase in the salaries of
total employees other than the key management
persons for fiscal 2025 was around 8%, while the
average increase in the remuneration of the key
management person was in the range of 3% to 5%.

(vi)    Affirmation that the remuneration is as per the
remuneration policy of the Company:

Yes

Employee Stock Option Scheme (ESOS)

The Company granted options to its employees under its
Employees Stock Option Scheme, prior to listing, further

to the approval of its Employees Stock Option Scheme -
2005. This pre-IPO Scheme shall be referred to as ‘ESOS
2005' or ‘Scheme'. The Scheme had six tranches namely
Founder, 2004-05, 2005-06, 2006-07, Founder II and
2007-08, pursuant to which shares have been allotted
and listed in accordance with the in-principle approval
extended by the stock exchanges. All six tranches under
the pre-IPO Scheme stand lapsed as on March 31,
2026. The Scheme was instituted vide approval of its
members at the Extra-Ordinary General Meeting (EGM)
dated March 28, 2005 and subsequently amended by the
members of the Company vide its EGM dated February 24,

2015.    The Scheme was ratified and amended by the
members of the Company at its Annual General Meeting
held on July 17, 2017 which is in compliance with the
SEBI (Share Based Employee Benefits) Regulations, 2014
(referred to as the ‘Revised Scheme').

The meeting of the BNRC and the Board held on April 24,
2019 had approved the amendment to the definition
of “Exercise Period”. The revision to the definition was
approved by the Members at its Annual General Meeting
held on July 17, 2019.

The meetings of BNRC and the Board held on April 17,
2021 and April 19, 2021 respectively had approved the
increase in the limit of the number of shares issued or
issuable since March 31, 2016 pursuant to the exercise
of any Options granted to the Eligible Employees issued
pursuant to the Revised Scheme or any other stock
option scheme of the Company, by 0.90% of the number
of shares issued as on March 31, 2016, i.e. from a limit of
2.64% of the number of shares issued as on March 31,
2016 to 3.54%. The revision to the limit was approved
by the members of the Company at its Annual General
Meeting held on June 25, 2021.

Further, the meetings of BNRC and the Board held on
May 16, 2025 had approved the increase in the limit of
the number of shares issued or issuable since March 31,
2016 pursuant to the exercise of any options granted
to the eligible employees issued pursuant to the revised
scheme or any other stock option scheme of the Company,
by 1.76% of the number of shares issued as on March 31,

2016,    i.e. from a limit of 3.54% of the number of shares
issued as on March 31, 2016 to 5.30%. The revision to the
limit was approved by the members of the Company at
its Annual General Meeting held on June 27, 2025.

As per the Revised Scheme, the aggregate number of
shares issued or issuable since March 31, 2016, pursuant
to the exercise of any Options granted to the Eligible
Employees issued pursuant to the Scheme or any other
stock option scheme of the Company, shall not exceed
5.30% of the number of shares issued at March 31, 2016.
Further, pursuant to the Revised Scheme the maximum
number of Options that can be granted to any Eligible
Employee in a financial year shall not exceed 0.1% of
the issued Shares of the Company at the time of grant
of Options. The Revised Scheme provides for a minimum

period of one year between the grant of Options and vesting of Options. The exercise price shall be determined by
the Board Nomination & Remuneration Committee in concurrence with the Board of Directors of the Company on the
date the options are granted and shall be reflected in the award confirmation. Shares are allotted/issued to all those
who have exercised their Options, as granted by the Board/BNRC of the Company in accordance with the criteria
ascertained pursuant to the Company's Compensation policy.

Pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014, the disclosures are available on the website of
the Company at the following linkhttps://www.iciciprulife.com/about-us/investor-relations/financial-information.html.

The salient features of tranches issued under the Revised Scheme are as stated below:

Note: The exercise price for all the options granted by the Board/BNRC of the Company, after listing (as tabulated above), is based on
the last closing price of the shares of the Company at a domestic stock exchange having highest volumes on the immediate business
day prior to grant.

Exercise price of all the options outstanding for all years/quarter for tranches 2017-18, 2018-19, 2018-19 Special Options and 2018¬
19 Joining Options, 2019-20, 2019-20 Joining Options, 2020-21, 2020-21 Joining Options (1), 2020-21 Joining Options (2), 2021-22,
2021-22 Joining Options (1), 2021-22 Joining Options (2), 2021-22 Joining Options (3), 2022-23, 2022-23 Joining Options, 2023-24,
2023-24 Joining Options, 2024-25, 2025-26, 2025-26 Joining Options schemes is ' 468.60, ' 388.40, ' 388.40, ' 351.65, ' 369.50,
' 383.10, ' 400.10, ' 396.95, ' 501.90, ' 451.05, ' 626.25, ' 656.80, ' 615.65, ' 541.00, ' 541.00, ' 445.60, ' 522.20, ' 580.30, ' 552.95
and ' 597.70 respectively.

Particulars of options for the year ended March 31, 2026
are given below:

Note: For details on changes in the number of options due to
actions like grants, forfeitures, vesting exercise, lapsation during
the year and resultant options outstanding at the end of the year
vis-a-vis start of the year, refer Notes to accounts.

“‘Options exercised’ includes options exercised by employees
where payments have been received and does not include
options exercised by employees where payments are due.

* ‘Total number of options in force’ includes options exercised by
employees where payment is yet to be received.

¹ Excludes 44,140 options exercised in March 2026 (FY2026)
were allotted in April 2026 (FY2027).

The following KMPs and SMPs, other than Whole-time
Director, were granted stock options of the Company
up to a maximum of 154,900 options to an individual,
aggregating to 929,500 options during FY2026

No employee was granted options during any one year
equal to or exceeding 0.1% of the issued equity shares of
the Company at the time of the grant.

Out of the total outstanding options at April 1, 2025,
4,113,092 options vested during the year ended
March 31, 2026 and ' 14,924 Lakhs was realised by
exercise of options during the year ended March 31, 2025.
Amount realised by exercise of options does not include
options exercised by employees during the financial year
where payments are received after March 31, 2026.

The Company follows intrinsic value method. During the year ended March 31, 2026, the Company has recognised a
compensation cost of ' Nil (year ended March 31, 2025: ' Nil) as the intrinsic value of the unit.

The weighted average remaining contractual life of options outstanding at the end of the year is as follows: