Dear Members,
Your Directors have pleasure in presenting the 26th 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 Rs. 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 Rs.
23.70 billion in FY2025 to Rs. 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 Rs.
11.89 billion in FY2025 to Rs. 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:
|
|
(Rs. billion) |
| Particulars |
FY2025 |
FY2026 |
Retail new business sum assured |
3,324.49 |
4,497.74 |
Total in-force sum assured (` trn) |
39.43 |
46.11 |
New business received premium |
225.83 |
248.10 |
Total premium |
489.51 |
531.25 |
Annualised Premium Equivalent |
104.07 |
106.41 |
- Savings including annuity |
87.69 |
87.35 |
- Protection |
16.38 |
19.06 |
Profit/(Loss) After Tax (PAT) |
11.89 |
16.00 |
Value of New Business (VNB) |
23.70 |
26.29 |
VNB Margin |
22.8% |
24.7% |
Cost/Total premium |
18.1% |
18.2% |
Cost to Premium (savings) |
12.5% |
12.1% |
Solvency |
212.2% |
227.3% |
Net worth |
119.41 |
136.31 |
Assets under management |
3,093.59 |
3,136.34 |
Embedded Value (EV) |
479.51 |
529.89 |
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 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 1,196 crore (including
premium). The details of the issue are given below:
| Particulars |
Issue Details |
Date of Allotment of the Securities |
November 28, 2025 |
Number of securities |
1,19,500 non-convertible debentures |
Whether the issue of the securities was by
way of preferential allotment, private placement or public issue |
Private Placement |
Brief details of the debt restructuring
pursuant to which the securities are issued |
Not Applicable |
Issue price |
1,00,000 per debenture |
Coupon rate |
7.69% per annum |
Maturity date |
November 28, 2035 |
Amount raised |
` 11.96 billion (including premium) |
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
claimsfromitsretailbusinessoperationsandover470,396 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
|
|
|
|
(Rs. billion) |
| Particulars |
Standalone |
Consolidated |
|
FY2025 |
FY2026 |
FY2025 |
FY2026 |
Profit after tax |
11.89 |
16.00 |
11.86 |
16.08 |
Balance brought forward from the previous
year |
55.75 |
66.78 |
55.71 |
66.70 |
Profit available for appropriations |
67.64 |
82.78 |
67.57 |
82.78 |
Appropriations: |
|
|
|
|
Interim Equity |
- |
- |
- |
- |
Dividend |
|
|
|
|
Final Equity |
0.87 |
1.23 |
0.87 |
1.23 |
Dividend |
|
|
|
|
Tax on Equity |
- |
- |
- |
- |
Dividend |
|
|
|
|
Surplus carried to next year's account |
66.78 |
81.55 |
66.70 |
81.55 |
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 Rs.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 Rs. 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 website
https://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 link https://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 at
https://www.iciciprulife. com/content/dam/icicipru/about-us/corporate_policies/
Policy_on_dealing_with_related_party_transactions_ January_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 26th
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 26th AGM till
the conclusion of the 30th 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:
|
|
|
(Rs. million) |
| Name of the Auditor |
Services rendered |
Year ended March 31, 2026 |
Year ended March 31, 2025 |
Walker Chandiok & Co LLP |
Assurance Provider for BRSR core report as
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations) |
1.4 |
1.2 |
Walker Chandiok & Co LLP |
Review and Audit of the Group Reporting
Pack, required for the consolidation of ICICI Bank's financial statements with those
of its subsidiaries |
1.0 |
0.9 |
Walker Chandiok & Co LLP |
Consent letters from auditors for specific
references to the Auditors in the KID and GID filled with SEBI and Stock exchanges in
connection to issue of non-convertible debentures amounting to ` 14.00 billion. |
- |
0.7 |
M. P. Chitale & Co |
Review and Audit of the Group Reporting
Pack, required for the consolidation of ICICI Bank's financial statements with those
of its subsidiaries |
1.0 |
0.9 |
M. P. Chitale & Co |
Consent letters from auditors for specific
references to the Auditors in the KID and GID filled with SEBI and Stock exchanges in
connection to issue of non-convertible debentures amounting to ` 14.00 billion. |
- |
0.7 |
M. P. Chitale & Co |
Review of Ind AS compliant proforma
financial statements |
3.5 |
- |
Total |
|
6.9 |
4.4 |
The proposed remuneration to Statutory Auditors in FY2027 is subject to
the approval of the Members of the Company at the 26th 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 25th 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 26th 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) TheCompanyundertakesseveralmeasuresfromtime 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.
Significantandmaterialorderspassedbytheregulators 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 at https://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 at
https://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_July_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_ January_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 undertheIRDAI (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.
| Name of the Director |
Directors Identification Number (DIN) |
Educational Qualification |
Field of specialisation/ areas of core
expertise |
Non-executive non-Independent Directors |
|
|
|
Mr. Sandeep Batra, Chairman, non-executive
Director representing ICICI Bank Limited |
03620913 |
Chartered Accountant and Company Secretary |
Accountancy, Banking, Finance, Law,
Information Technology, Human Resources, Risk Management, Business Management, Insurance,
Securities, Governance, Economics |
Mr. Naveen Tahilyani, non- executive
Director representing Prudential Corporation Holdings Limited 1 |
06594510 |
Postgraduate Diploma in Business
Management from the Indian Institute of Management (IIM), Ahmedabad and a B Tech in
Electronics and Communication from the Indian Institute of Technology (IIT), Madras. |
Business Management, Insurance (life and
health), corporate strategy, Banking |
Mr. Samit Upadhyay2 non-executive Director
representing ICICI Bank Limited Non-executive Independent Directors |
11288692 |
Fellow of the Institute of Actuaries of
India and a Chartered Accountant. |
Finance, insurance, actuarial, banking,
strategy and corporate planning |
Mr. R. K. Nair |
07225354 |
Master's degree in Science,
Bachelor's degree in Law, Master of Business Administration – Financial
Management, Diploma in Securities Law |
Finance & accountancy, banking,
insurance, securities and economics, law, human resources, risk management, information
technology |
Ms. Vibha Paul Rishi |
05180796 |
Master of Business Administration in
Marketing from the Faculty of Management Studies, University of Delhi and Honours in
Economics from Lady Sri Ram College, Delhi University |
Consumer insights, marketing, human
resources, strategy, corporate planning, Finance & accountancy, agriculture and rural
economy, information technology, economics and risk management |
Mr. Naved Masood |
02126497 |
B. Sc (Hons), LLB (Hons) |
Securities, law and governance, risk
management, Corporate Regulations, Business Management and Public Policy |
Mr. Suresh Vaswani |
02176528 |
Management degree from Indian Institute of
Management (IIM) Ahmedabad and an engineering degree from Indian Institute of Technology
(IIT) Kharagpur. |
Information technology, Investments,
Business Management, strategy and corporate planning, Merger & Acquisitions |
Ms. Anuradha Bhatia Whole-time Director(s) |
07278138 |
Master's degree in political science
and a Bachelor's degree in law from Delhi University |
Law and governance, Finance &
accountancy, Taxation, Business Management |
Mr. Anup Bagchi, Managing Director and
Chief Executive Officer |
00105962 |
Management degree from Indian Institute of
Management (IIM) Bangalore and an engineering degree from Indian Institute of Technology
(IIT) Kanpur. |
Finance & accountancy, securities
markets, insurance, banking, strategy and corporate planning |
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:
| Name of the Director |
Board meetings attended/held during the
year ended March 31, 2026 |
Attendance at last AGM (June 27, 2025) |
Non-executive non-Independent Directors |
|
|
Mr. Sandeep Batra, non-executive Director
representing ICICI Bank Limited (Chairman) |
9/9 |
Present |
Mr. Anuj Bhargava, non-executive Director
representing ICICI Bank Limited1 |
5/5 |
Present |
Mr. Solmaz Altin, non-executive Director
representing Prudential Corporation Holding Limited2 |
5/5 |
Present |
Mr. Samit Upadhyay, non-executive Director
representing ICICI Bank Limited3 |
4/4 |
Not Applicable |
Mr. Naveen Tahilyani, non-executive
Director representing Prudential Corporation Holding Limited4 |
3/4 |
Not Applicable |
Non-executive Independent Directors |
|
|
Mr. Dilip Karnik5 |
1/1 |
Not Applicable |
Mr. R. K. Nair |
9/9 |
Present |
Ms. Vibha Paul Rishi |
9/9 |
Present |
Mr. Naved Masood |
8/9 |
Present |
Mr. Suresh Vaswani |
9/9 |
Present |
Ms. Anuradha Bhatia |
9/9 |
Present |
Whole-time Director(s) |
|
|
Mr. Anup Bagchi, Managing Director &
CEO |
9/9 |
Present |
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:
|
Number of other
directorships |
|
|
| Name of the Director |
Indian public limited companies1 |
other companies2 |
Number of other committee memberships3
(Audit Committee and Stakeholders Relationship Committee of Indian public limited
companies) |
Names of other listed entities where the
person is a director and category of directorship |
Non-executive non-Independent Directors |
|
|
|
|
Mr. Sandeep Batra, non-executive Director
representing ICICI Bank Limited |
4(2) |
- |
3 |
1. ICICI Bank Limited, Executive Director |
|
|
|
|
2. ICICI Lombard General Insurance Company
Limited, Non-Executive - Non Independent Director |
|
|
|
|
3. ICICI Prudential Asset Management
Company Limited, Non-Executive - Non Independent Director-Chairperson |
Mr. Samit Upadhyay, Non-executive Director
representing ICICI Bank Limited |
- |
- |
- |
- |
Mr. Naveen Tahilyani, Non-executive
Director representing |
1 |
1 |
- |
- |
Prudential Corporation Holdings Limited
Non-executive Independent Directors |
|
|
|
|
Mr. R. K. Nair |
3 |
3 |
1 |
1. ICICI Bank Limited, Non-Executive -
Independent Director |
|
|
|
|
2. One Mobikwik Systems Limited,
Non-Executive - Independent Director |
Ms. Vibha Paul Rishi |
3 |
- |
3(2) |
1. ICICI Bank Limited, Non-Executive -
Independent Director |
|
|
|
|
2. Piramal Pharma Limited, Non-Executive
– Independent Director |
|
|
|
|
3. Cummins India Limited –
Non-Executive-IndependentDirector |
Mr. Naved Masood |
1 |
- |
1 |
1. ICICI Prudential Asset Management
Company Limited, Non-Executive, Independent Director |
Mr. Suresh Vaswani |
2 |
6 |
3 |
1. Vodafone Idea Limited, Non-Executive -
Independent Director |
|
|
|
|
2. Mastek Limited, Non-Executive –
Independent Director |
Ms. Anuradha Bhatia Whole-time Director(s) |
- |
- |
- |
- |
Mr. Anup Bagchi, Managing Director &
CEO |
1 |
- |
- |
- |
1 Comprises of other public limited companies incorporated in India.
Figures in parentheses indicate Board chairpersonship by the Directors in other unlisted
public companies.
2 Comprises of private limited companies incorporated in India and
foreign companies but excludes Section 8 companies and not for profit foreign companies.
Figures in parentheses indicate Board chairpersonship.
3 Figures in parentheses indicate committee chairpersonship including
alternate chairmanship.
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 onApril12,2025,April15,2025,June23,2025,July12, 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:
| Name of the Member |
Number of meetings attended/held |
Mr. R. K. Nair – Chairman |
12/12 |
Ms. Vibha Paul Rishi |
12/12 |
Mr. Suresh Vaswani |
12/12 |
Ms. Anuradha Bhatia |
12/12 |
Mr. Dilip Karnik1 |
2/2 |
Mr. Solmaz Altin2 |
2/6 |
Mr. Anuj Bhargava3 |
6/6 |
Mr. Samit Upadhyay4 |
6/6 |
Mr. Naveen Tahilyani5 |
4/6 |
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:
| Name of the Member |
Number of meetings attended/held |
Mr. Naved Masood - Chairman |
4/4 |
Mr. Sandeep Batra |
4/4 |
Mr. R. K. Nair |
4/4 |
Mr. Suresh Vaswani |
4/4 |
Mr. Solmaz Altin 1 |
0/2 |
Mr. Naveen Tahilyani2 |
1/2 |
Mr. Anup Bagchi |
4/4 |
* Mr. Deepak Kinger3 |
3/3 |
* Mr. Dhiren Salian |
4/4 |
* Mr. Souvik Jash |
4/4 |
* Mr. Anand Desai4 |
1/1 |
1 Ceased to be a Member from close of business hours on September 12,
202.
2 Appointed as Member w.e.f. September 13, 2025.
3Ceased to be Member from close of business hours on December 7, 2025.
4 Appointed as a Member w.e.f. December 8, 2025.
*Pursuant to IRDAI (Corporate Governance for Insurers) Regulations,
2024 effective March 22, 2024 and the Master Circular on Corporate Governance for
Insurers, 2024 effective May 22, 2024 (Master Circular), the Authority has prescribed
various operational and procedural aspects for adoption by all Insurers, as part of their
respective Corporate Governance framework. The Risk Management Committee shall comprise of
at least two non-executive directors, one independent director, the Chief Executive
Officer, the Chief Financial Officer, the Appointed Actuary and the Chief Risk Officer.
Meetings of the Risk Management Committee shall be chaired by an Independent Director who
shall not be chair of the Audit Committee of the Board.
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:
| Name of the Member |
Number of meetings attended/held |
Mr. Suresh Vaswani – Chairman |
4/4 |
Mr. Sandeep Batra |
4/4 |
Mr. R. K. Nair |
4/4 |
Mr. Solmaz Altin1 |
0/2 |
Mr. Naveen Tahilyani2 |
2/2 |
Mr. Anup Bagchi |
4/4 |
*Mr. Dhiren Salian |
4/4 |
*Mr. Manish Kumar |
4/4 |
*Mr. Deepak Kinger3 |
3/3 |
*Mr. Souvik Jash |
4/4 |
*Mr. Anand Desai4 |
1/1 |
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:
| Name of the Member |
Number of meetings attended/held |
Ms. Vibha Paul Rishi – Chairperson |
4/4 |
Mr. Dilip Karnik1 |
1/1 |
Mr. Naved Masood |
3/4 |
Mr. Anuj Bhargava2 |
2/2 |
Mr. Solmaz Altin3 |
1/2 |
Mr. Samit Upadhyay4 |
2/2 |
Mr. Naveen Tahilyani 5 |
1/2 |
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:
| Name of the Member |
Number of meetings attended/held |
Mr. R. K. Nair – Chairman1 |
6/6 |
Mr. Dilip Karnik 2 |
1/1 |
Mr. Naved Masood |
5/6 |
Ms. Anuradha Bhatia |
6/6 |
Ms. Vibha Paul Rishi |
6/6 |
Mr. Sandeep Batra |
6/6 |
Mr. Solmaz Altin3 |
0/2 |
Mr. Naveen Tahilyani4 |
4/4 |
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:
| Name of the Member |
Number of meetings attended/held |
Ms. Anuradha Bhatia – Chairperson1 |
2/2 |
Mr. Dilip Karnik 2 |
1/1 |
Mr. Naved Masood |
1/2 |
Mr. Solmaz Altin3 |
1/1 |
Mr. Naveen Tahilyani4 |
1/1 |
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:
| Name of the Member |
Number of meetings attended/held |
Mr. Naved Masood - Chairman |
4/4 |
Mr. R. K. Nair |
4/4 |
Mr. Anup Bagchi |
4/4 |
Ms. Priya Nair, Company Secretary is designated as the Compliance
Officer of the Company in accordance with the requirements of the Listing Regulations. The
total number of complaints from shareholders in FY2026 were 4 (four), pertaining to
non-receipt of the Annual Report and non-receipt of the statement referred in Section
197(12) of the Act 2013 and Memorandum and Articles of Association of the Company. The
said complaints was addressed within the prescribed timeline. As on March 31, 2026, no
complaints were pending for resolution.
H. With Profits Committee Terms of reference:
i. Maintaining the asset shares;
ii. Providing approval for the detailed working of the asset share, the
expense allowed for in the asset share, the investment income earned on the fund, and
other associated elements which were represented in the asset share determined by the
Appointed Actuary;
iii. To submit a report to the Board covering at least:
1. appropriateness of the methodology and basis used in calculation of
asset shares and justification for any change,
2. bonus earning capacity including its calculation,
3. sensitivity analysis of bonus rates and basis as appropriate,
4. a brief note on how policyholders' reasonable expectations
(PRE) is met,
5. any change in special surrender value with justification,
6. treatment of With Profit fund for future appropriation (FFA) along
with details on reconciliation of opening FFA to closing FFA, and
7. the expenses debited to the With Profit fund and its
appropriateness;
iv. To carry out any other function, if any, as prescribed in the terms
of reference of the With Profits 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.
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:
| Name of the Member |
Number of meetings attended/held |
Mr. R. K. Nair – Chairman |
1/1 |
Mr. Samit Upadhyay1 |
- |
Mr. Naveen Tahilyani2 |
- |
Mr. Anuj Bhargava3 |
1/1 |
Mr. Solmaz Altin4 |
0/1 |
Mr. Anup Bagchi |
1/1 |
*Mr. Heerak Basu5 |
1/1 |
* Mr. Dhiren Salian |
1/1 |
* Mr. Souvik Jash |
1/1 |
*Mr. Saisrinivas Dhulipala6 |
- |
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.
I. Information Technology Strategy Committee
Given the increase demphasis surrounding therapidly evolving digital
landscape including enhanced cyber risk, the Board Information Technology Strategy
Committee has been constituted to provide oversight in the strategic aspects for
leveraging technology for the Company's business.
Terms of reference
i. To review IRDAI directives in the areas of information technology
and cyber security for necessary implementation;
ii. To approve Information Technology (IT) Strategy and Policy
documents;
iii. To review IT risks;
iv. To review cyber risk;
v. To oversee performance of critical IT systems;
vi. To review key IT initiatives and its alignment with Business
strategy;
vii. To oversee IT investments for sustaining the Company's growth
and ascertaining the availability of resources for managing IT risks; and
viii. To review Technology from a future readiness perspective.
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:
| Name of the Member |
Number of meetings attended/held |
Mr. Suresh Vaswani – Chairman1 |
4/4 |
Ms. Vibha Paul Rishi |
4/4 |
Mr. Sandeep Batra |
4/4 |
Mr. Solmaz Altin1 |
1/2 |
Mr. Anup Bagchi |
4/4 |
Mr. Naveen Tahilyani2 |
1/2 |
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
| Name of Director |
Appointment/ Resignation/ Cessation of
tenure/Retirement/ Superannuation/ Withdrawal of nomination |
With effect from |
Mr. Dilip Karnik |
Retirement as non- executive Independent
Director |
May 10, 2025 |
Mr. Solmaz Altin |
Cessation as non- executive, non -
Independent Director |
September 13, 2025 |
Mr. Anuj Bhargava |
Cessation as non- executive, non -
Independent Director |
September 13, 2025 |
Mr. Naveen Tahilyani |
Appointment as non-executive, non -
Independent Director |
September 13, 2025 |
Mr. Samit Upadhyay |
Appointment as non-executive, non-
Independent Director |
September 13, 2025 |
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:
Sr. No. Name & designation of the KMP
1. Mr. Anup Bagchi, Managing Director & CEO
2. Mr. Dhiren Salian, Chief Financial Officer
3. Ms. Priya Nair, Company Secretary
ii) KMPs as per IRDAI Regulations:
Sr. Name & designation of the KMP No.
1. Mr. Anup Bagchi, Managing Director & CEO
2. Mr. Judhajit Das, Chief - Service Delivery
3. Mr. Amit Palta, Chief Product and Distribution Officer
(cessation with effect from June 1, 2026)
4. Mr. Manish Kumar, Chief Investment Officer
5. Mr. Souvik Jash, Appointed Actuary
6. Mr. Dhiren Salian, Chief Financial Officer
7. Ms. Priya Nair, Company Secretary
8. Mr. Ganessan Soundiram, Chief Technology Officer
9. Mr. Rajiv Adhikari, Head – Corporate Communications
(cessation with effect from May 31, 2026)
10. Mr. Anand Desai, Chief Risk Officer
11. Mr. Manish Bhandari, Chief Compliance Officer
12 Mr. Amish Banker, Chief Distribution Officer (appointment
with effect from April 14, 2026)
iii) SMPs as per the Act and Listing Regulations:
Sr. Name & designation of the KMP No.
1. Mr. Judhajit Das, Chief - Service Delivery
2. Mr. Amit Palta, Chief Product and Distribution Officer
(cessation with effect from June 1, 2026)
3. Mr. Manish Kumar, Chief Investment Officer
4. Mr. Souvik Jash, Appointed Actuary
5. Mr. Dhiren Salian, Chief Financial Officer
6. Ms. Priya Nair, Company Secretary
7. Mr. Ganessan Soundiram, Chief Technology Officer
8. Mr. Rajiv Adhikari, Head – Corporate Communications
(cessation with effect from May 31, 2026)
9. Mr. Anand Desai, Chief Risk Officer
10. Mr. Manish Bhandari, Chief Compliance Officer 11. Mr. Amish Banker,
Chief Distribution Officer (appointment with effect from April 14, 2026)
Changes in the SMP and KMP during the year ended March 31, 2026
| SMP and KMP |
Appointment/ Resignation/ Cessation of
tenure/Retirement/ Superannuation/ Re-designation/ Withdrawal of nomination |
With effect from |
Mr. Deepak Kinger |
Resigned as Chief Risk and Governance
Officer |
December 7, 2025* |
Mr. Manish Bhandari |
Appointment as Chief Compliance Officer |
December 8, 2025 |
Mr. Anand Desai |
Appointment as Chief Risk Officer |
December 8, 2025 |
*.Effective from close of business hours of December 7, 2025
Separate meeting of Independent Directors
During FY2026, a separate meeting of the Independent Directors was held
on April 15, 2025.
Retirement by rotation
In accordance with Section 149, Section 152 of the CA2013 and the
Articles of Association of the Company, Mr. Sandeep Batra (DIN: 03620913 ) would retire by
rotation at the ensuing Annual General Meeting. Mr. Sandeep Batra, being eligible has
offered himself for re-appointment.
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:
| Particulars |
Details of remuneration (Rs. in
million) |
|
Mr. Anup Bagchi |
Basic |
31.47 |
Variable pay1 |
6.71 |
Allowances2 and perquisites3 |
30.23 |
Contribution to provident fund |
3.78 |
Contribution to gratuity fund4 |
2.62 |
Stock options of the Company (Numbers) |
|
Granted in FY2026 |
536,500 |
Granted in FY2025 |
400,500 |
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:
| Name of the Director |
Amount (Rs. in million) |
Mr. Dilip Karnik |
0.45 |
Mr. R. K. Nair |
3.05 |
Ms. Vibha Paul Rishi |
2.80 |
Mr. Naved Masood |
1.65 |
Mr. Suresh Vaswani |
2.70 |
Ms. Anuradha Bhatia |
2.50 |
Commission to be paid to Independent Directors for the financial year
ended March 31, 2026:
| Name of the Director |
Amount (Rs. in million) |
Mr. Dilip Karnik |
0.21 |
Mr. R. K. Nair |
2.00 |
Ms. Vibha Paul Rishi |
2.00 |
Mr. Naved Masood |
2.00 |
Mr. Suresh Vaswani |
2.00 |
Ms. Anuradha Bhatia |
2.00 |
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) Information 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 Rs. 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
investigationsasrequiredand/oradherence 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:
| Particulars |
At March 31, 2026 |
Number of WTD/ CEO/ MD having received a
variable remuneration award during the financial year |
1 |
Number and total amount of sign on awards
made during the financial year |
Nil |
Details of guaranteed bonus, if any, paid
as joining/ sign on bonus |
Nil |
Total amount of outstanding deferred
remuneration split into cash, shares, share linked instruments and other forms |
Given Below |
Total amount of deferred remuneration paid
out in the financial year |
Given Below |
Breakup of amount of remuneration awarded
for the financial year to show fixed and variable, deferred and non deferred |
Given Below |
Remuneration and other payments made during the Financial Year to
MD/CEO/WTD
|
|
Fixed pay |
Variable pay |
|
|
|
|
|
|
| SI. No. Name of the MD/ CEO/ WTD |
Designation |
Pay and allowances (a) |
Perquisites etc. (b) |
|
Total (c )= (a)
+ (b) |
Cash components (d) |
Non-cash components (e) |
Total (f )= (d) + (e) |
Total of fixed and variable pay (c ) +(f
) Deferred |
Amount debited to revenue a/c |
Amount debited to profit and loss a/c |
Value of joining/ sign on bonus |
Retirement benefits like gratuity/
pension etc. paid during the year |
Amount of deferred remuneration of
earlier years paid/ settled during the year |
|
|
|
|
|
Paid |
Deferred |
Settled |
Deferred |
Paid/ Settled |
Deferred |
|
|
|
|
|
|
1 Mr. Anup Bagchi |
MD and CEO |
675 |
6 |
681 |
- |
323 |
- |
- |
- |
323 |
1,004 |
|
|
- |
- |
67 |
Total |
|
675 |
6 |
681 |
- |
323 |
- |
- |
- |
323 |
1,004 |
|
|
- |
- |
67 |
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
| Sr. No Name of WTD/ MD/ CEO |
Designation |
Remuneration pertains to FY |
Nature of remuneration outstanding |
Amount outstanding (in Lakhs) |
1 Mr. Anup Bagchi |
MD/CEO (Please refer Note no. 1) |
FY2024 |
Performance Bonus |
60 |
|
|
FY2025 |
|
37 |
|
Total |
|
|
97 |
|
MD/CEO |
FY2023 |
|
54 |
2 Mr. N. S. Kannan |
(Please refer Note no. 2) |
FY2024 |
Performance Bonus |
14 |
|
Total |
|
|
68 |
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:
Mr. Anup Bagchi, Managing Director &
CEO |
67:1 |
(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 link
https://www.iciciprulife.com/about-us/investor-relations/financial-information.html.
The salient features of tranches issued under the Revised Scheme are as
stated below:
|
|
|
|
Graded Vesting Period |
|
| Scheme 2017-18 |
Date of Grant July 25, 2017 |
Number of options granted 6,56,300 |
Maximum term for exercising the options
granted Exercise period would commence from the date of vesting and expire on completion
of ten years from the date of vesting of stock options |
1st Year 30% of options granted |
2nd Year 30% of options granted |
3rd Year 40% of options granted |
4th Year - |
Mode of settlement |
2018-19 |
April 24, 2018 |
21,67,900 |
|
|
|
|
|
|
2018-19 Special Options |
April 24, 2018 |
49,80,250 |
|
- |
- |
50% of options granted |
50% of options granted |
|
2018-19 |
January 22, 2019 |
1,56,000 |
|
|
|
|
|
|
Joining Options |
|
|
|
|
|
|
|
|
2019-20 |
April 24, 2019 |
49,93,600 |
|
|
|
|
|
|
2019-20 |
July 24, 2019 |
80,000 |
|
|
|
|
|
|
Joining Options |
|
|
|
|
|
|
|
|
2020-21 |
May 10, 2020 |
50,72,200 |
|
|
|
|
|
|
2020-21 |
June 11, 2020 |
25,000 |
|
|
|
|
|
|
Joining Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
2020-21 |
January 27, 2021 |
50,000 |
|
|
|
|
|
|
Joining Options |
|
|
|
|
|
|
|
|
2021-22 |
April 19, 2021 |
50,01,600 |
Five years from the date of vesting of
stock options |
|
|
|
|
|
2021-22 |
July 20, 2021 |
5,500 |
|
|
|
|
|
|
Joining Options |
|
|
|
|
|
|
|
|
2021-22 |
October 19, 2021 |
5,000 |
|
30% of options granted |
30% of options granted |
40% of options granted |
- |
|
Joining Options |
|
|
|
|
|
|
|
|
2021-22 |
January 18, 2022 |
49,500 |
|
|
|
|
|
|
Joining Options |
|
|
|
|
|
|
|
|
2022-23 |
April 16, 2022 |
53,36,930 |
|
|
|
|
|
|
2022-23 |
April 16, 2022 |
99,300 |
|
|
|
|
|
|
Joining Options |
|
|
|
|
|
|
|
|
2023-24 |
April 20, 2023 |
69,50,700 |
|
|
|
|
|
|
2023-24 |
January 17, 2024 |
56,100 |
|
|
|
|
|
|
Joining Options |
|
|
|
|
|
|
|
|
2024-25 |
April 23,2024 |
6,40,100 |
|
|
|
|
|
|
2025-26 |
April 15, 2025 |
43,94,900 |
|
|
|
|
|
|
2026-26 |
October 14, 2025 |
21,900 |
|
|
|
|
|
|
Joining Options |
|
|
|
|
|
|
|
|
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:
Options granted |
4,416,800 |
Options forfeited/ lapsed |
465,130 |
Options vested |
4,113,092 |
Options exercised# |
3,650,897 |
Total number of options in force* |
24,556,368 |
Number of shares allotted pursuant to
exercise of options1 |
3,606,757 |
Extinguishment or modification of options |
Nil |
Amount realised by exercise of options (`) |
1,492,385,614 |
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-?-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
| Sr. No. Name |
Designation |
1 Mr. Judhajit Das |
Chief – Service Delivery |
2 Mr. Amit Palta |
Chief Product and Distribution Officer |
3 Mr. Manish Kumar |
Chief Investment Officer |
4 Mr. Deepak Kinger |
Chief Risk and Governance Officer |
5 Mr. Souvik Jash |
Appointed Actuary |
6 Mr. Dhiren Salian |
Chief Financial Officer |
7 Mr. Ganessan Soundiram |
Chief Technology Officer |
8 Mr. Rajiv Adhikari |
Head – Corporate Communications |
9 Mr. Anand Desai |
Chief Risk Officer |
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 Rs. 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:
|
At March 31, 2026 |
At March 31, 2025 |
| Exercise price range (in Rs.) |
Weighted average Options
remaining contractual life outstanding (in years) |
Weighted average Options
remaining contractual life outstanding (in years) |
468.60 |
506,300 |
3.4 |
506,300 |
4.4 |
388.401 |
1,421,845 |
0.3 |
2,320,815 |
1.3 |
369.50 |
1,285,570 |
0.2 |
2,034,470 |
1.2 |
383.10 |
- |
- |
- |
- |
400.10 |
2,638,260 |
2.2 |
3,691,090 |
3.2 |
396.95 |
- |
- |
- |
- |
451.05 |
3,570,280 |
2.1 |
3,933,500 |
3.1 |
626.25 |
- |
- |
- |
- |
656.80 |
4,000 |
2.6 |
4,000 |
3.6 |
615.65 |
49,500 |
2.9 |
49,500 |
3.9 |
541.00* |
4,452,600 |
3.1 |
4,667,600 |
4.1 |
445.60 |
5,840,913 |
4.2 |
6,352,120 |
5.2 |
522.20 |
- |
- |
56,100 |
5.9 |
580.30 |
640,100 |
5.2 |
640,100 |
6.2 |
552.95 |
4,125,100 |
6.1 |
- |
- |
597.70 |
21,900 |
6.6 |
- |
- |
Total |
24,556,368 |
3.4 |
24,255,595 |
3.6 |
1Includes FY2018-19 options and FY2018-19 special options *Includes
FY2022-23 options and FY2022-23 joining options
For the year ended March 31 2026, ICICI Bank Limited ("the Holding
Company") has not granted options to the employees of the Company (Previous year
grant: Nil) and accordingly no cost was recognised.
The below employees transferred from ICICI Bank Limited ("the
Holding Company") during FY2026 were granted options aggregating to 25,500 options as
employees of the Holding Company in FY2026 prior to the transfer and accordingly no cost
was recognised by the Company for the year ended March 31, 2026.
| Sr. No. Name |
Designation |
Designation |
1 Mr. Manish Bhandari |
Chief Compliance Officer |
December 08, 2025 |
2 Mr. Varun Kumar |
Head – Internal Audit |
February 06, 2026 |
Employee Stock Unit Scheme ("Unit Scheme")
The BNRC at its meeting held on June 10, 2023, approved the ‘ICICI
Prudential Employees Stock Unit Scheme – 2023' (Unit Scheme), designed in
accordance with SEBI Regulations and other applicable regulations. Subsequent to the
approval of the Unit Scheme by the Board at its meeting held on June 10, 2023 it was
approved by the shareholders of the Company at its meeting held on July 28, 2023.
The maximum number of Shares that can be issued under this Unit Scheme
shall be 1,45,00,000 (One Crore Forty-Five Lacs). Each Unit on Exercise will entitle the
Participant to 1 (One) Share. The Grants under the Unit Scheme shall be made in one or
more tranches as may be determined by the Committee over a period of 6 (Six) years from
the date of approval of the Unit Scheme by the shareholders. The maximum number of Units
granted to any Eligible Employee shall not exceed 60,000 (Sixty Thousand) Units in any
financial year.
The vesting shall commence on the expiry of minimum period of one (1)
year from the date of Grant of the Units and the Vesting Period would be spread over a
minimum period of three (3) years from the date of Grant of the Units. The Committee has
the authority to prescribe the Exercise Period not exceeding five (5) years from date of
vesting within which the Participant can Exercise the vested Units and that would lapse on
failure to Exercise the same within the Exercise Period. The Exercise Price shall be the
face value of the Shares of the Company.
The salient features of the tranche issued under the Employee Stock
Unit Scheme is as stated below:
| Scheme |
Date of Grant |
Number of units granted |
Maximum term for exercising the units
granted Five years from the date of vesting of stock units |
Graded Vesting Period |
Mode of settlement |
|
|
|
|
1st Year |
2nd Year |
3rd Year |
4th Year |
|
FY2024 |
April 23, 2024 |
1,710,600 |
|
|
|
|
|
|
FY2026 |
April 15, 2025 |
4,28,880 |
Five years from the date of vesting of
stock units |
30% of units granted |
30% of units granted |
40% of units granted |
- |
Equity |
FY2026 Joining Unit |
October 14, 2025 |
7,680 |
Five years from the date of vesting of
stock units |
|
|
|
|
|
Note: The exercise price for all the units granted by the Board/BNRC of
the Company, after listing (as tabulated above), is the face value of the Shares of the
Company.
Besides continuity of employment, Vesting shall also be dependent on
achievement of any corporate performance parameter(s) as the Committee may determine,
including but not limited to:
• Embedded Value Operating Profit; and/or
• Value of New Business; and/or
• Any other parameter(s), if any, as the Committee may
determine Particulars of units for the year ended March 31, 2025 are given below:
Units granted |
436,560 |
Units forfeited/ lapsed |
122,763 |
Units vested |
509,283 |
Units exercised |
349,748 |
Total number of units in force |
1,664,819 |
Number of shares allotted pursuant to
exercise of units1 |
349,748 |
Extinguishment or modification of units |
Nil |
Amount realised by exercise of units (`) |
349,7480 |
Note: For details on changes in the number of units due to actions like
grants, forfeitures, vesting exercise, lapsation during the year and resultant units
outstanding at the end of the year vis-?-vis start of the year, refer Notes to accounts.
The following key managerial personnel (KMP) and senior managerial
personnel (SMP), other than Whole-time Director, were granted stock units of the Company
up to a maximum of 2,300 units to an individual, aggregating to 2,300 units during FY2026.
| Sr. No. Name |
Designation |
1 Mr. Rajiv Adhikari* |
Head - Corporate Communications |
* Designated KMP as per IRDAI Regulations effective May 1, 2024
Out of the total outstanding units on April 01, 2025, 509,283 units
were vested during the year ended March 31, 2026, and ` 34.97 Lakhs was realised
for exercise of units during the year ended March 31, 2026 The Company follows intrinsic
value method. During the year ended March 31, 2026 the Company has recognized a
compensation cost of ` 3,704 lakhs( March 31, 2025:
` 5,008 ) as the intrinsic value of the unit exercised.
The weighted average remaining contractual life of units outstanding at
the end of the year is as follows:
|
At March 31, 2026 |
At March 31, 2025 |
| Exercise price range (in `) |
Weighted average Units
remaining contractual life |
Weighted average Units remaining
contractual life |
|
Outstanding |
(in years) |
Outstanding |
(in years) |
10 |
12,60,939 |
5.2 |
1,700,770 |
6.2 |
10 |
3,96,200 |
6.1 |
- |
- |
10 |
7,680 |
6.6 |
- |
- |
Total |
16,64,819 |
5.5 |
17,00,770 |
6.2 |
Fair value methodology
The assumptions considered in the pricing model for the ESOPs and ESUs
granted during the year are as below:
| Particulars |
March 31, 2026 |
March 31, 2025 |
Basis |
Risk-free interest rate |
6.08% to 6.19% |
7.08% to 7.12% |
G-Sec yield at grant date for tenure equal
to the expected term of ESOPs |
Expected life of the options/units |
3.5 to 5.5 years |
3.50 to 5.58 years |
Simplified method (average of minimum and
maximum life of options) |
Dividend yield |
0.11% |
0.10% |
Based on recent dividend declared |
Expected volatility |
14.28% to 18.78% |
14.48% to 18.85% |
Based on historical volatility determined
on the basis of Nifty 50 |
Had the Company followed fair value method based on Black Scholes model
valuing its options and units compensation cost for the year ended would have been higher
by ` 5,383 lakhs (March 31, 2025: ` 4,467 lakhs) in case of ESOS and `
280 lakhs (March 31, 2025: ` 7 lakhs) in case of ESU and the proforma profit after
tax would have been ` 154,373 lakhs (March 31, 2025:
` 114,433 lakhs). On a proforma basis, the Company's basic and
diluted earnings per share would have been ` 10.67 for the year ended March 31,
2026 (March 31, 2025: ` 7.93) and ` 10.61 for the year ended March 31, 2026
(March 31, 2025: ` 7.87) respectively.
Performance evaluation of the Board as a whole, the Directors, the
Chairman of the Board and the Board Committees
The Company, with the approval of its Board Nomination and Remuneration
Committee, has put in place a framework for evaluation of the Board as a whole, the
Directors, the Chairman, and the Board Committees. The performance evaluation was
undertaken through an online survey portal, as follows:
a) Evaluation of Board as a whole: The performance of the Board was
assessed on parameters relating to roles, responsibilities and obligations of the Board
and functioning of the Committees including but not limited to assessing the quality,
quantity and timeliness of flow of information between the management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.
b) Evaluation of Non-Independent Directors and other Non-Executive
Directors: The evaluation criteria for the Non-Independent Directors and other
Non-Executive Directors were based on their participation, contribution and offering
guidance to the management in their capacity as members of the Board/respective Board
Committees, especially in the areas of their expertise.
c) Evaluation of Chairman of the Board of Directors:
The evaluation criteria for the Chairman of the Board, besides the
general criteria adopted for assessment of all Directors, focuses incrementally on
leadership abilities, effective management of meetings and safeguarding the interest of
the stakeholders. The views of the Executive and Non-Executive Directors were taken into
consideration, during the evaluation of the Chairman. d) Evaluation of the Board
Committees: The evaluation criteria for the Committees were based on effective discharge
of its terms of reference and their contribution to the functioning of the Board. The
Board Nomination and Remuneration Committee evaluated the performance of the Whole-time
Director i.e. Managing Director & CEO. The details about the evaluation of the
Whole-time Director are further provided under the section titled "Compensation
policy and practices."
Directors and Officers liability insurance policy
The Company has taken Directors and Officers Liability Insurance for
all its Directors and Officers.
General Body Meetings
The details of the last three Annual General Meetings (AGM) are as
given below:
| Financial Year ended |
Day, Date |
Start time |
Venue |
Twenty- third AGM |
Friday, July 28, 2023 |
3.00 p.m. |
Through Video Conference (VC)/ Other Audio
Visual Means (OAVM). Deemed venue - Registered Office of the Company |
Twenty- fourth AGM |
Friday, June 28, 2024 |
3.00 p.m. |
Through Video Conference (VC)/ Other Audio
Visual Means (OAVM). Deemed venue - Registered Office of the Company |
Twenty-fifth AGM |
Friday, June 27, 2025 |
3.30 p.m. |
Through Video Conference (VC)/ Other Audio
Visual Means (OAVM). Deemed venue - Registered Office of the Company |
The following special resolutions were passed by the members during the
last three Annual General Meetings: Annual General Meeting held on July 28, 2023
• Re-appointment of Ms. Vibha Paul Rishi as an Independent
Director of the Company for a second term of five consecutive years commencing from
January 1, 2024, till December 31, 2028.
• Alteration of the Articles of Association of the Company
• Approval of the ‘ICICI Prudential Life Insurance
Company Limited Employees Stock Unit Scheme - 2023'
• Approval of grant of employee stock units to the
employees of unlisted wholly-owned Subsidiary of the Company under ‘ICICI Prudential
Life Insurance Company Limited Employees Stock Unit Scheme - 2023'
Annual General Meeting held on June 28, 2024
• No special resolutions were passed at the meeting.
Annual General Meeting held on June 27, 2025
• To approve amendment to the Employee Stock Option Scheme
of the Company.
Postal ballot
During FY2026, the Company had passed following resolutions through
postal ballot:
1. Special resolution for appointment of Ms. Anuradha Bhatia as
a non-executive Independent Director of the Company, for a term of five consecutive years
commencing from March 12, 2025 to March 11, 2030, vide postal ballot notice dated March
12, 2025. The resolution is deemed to have been passed on the last date specified for
remote e-voting i.e. April 18, 2025. The details of the voting pattern are as follows:
| Number of votes polled |
% of votes Polled on outstanding shares |
Number of votes cast in favour of the
Resolution |
Number of votes cast against the
Resolution |
% of votes in favour on votes polled |
% of votes against on votes polled |
1,316,084,863 |
91.06 |
1,315,580,959 |
503,904 |
99.96 |
0.04 |
For the aforesaid resolutions passed through postal ballot, the Board
of Directors of the Company, had appointed Mr. Mitesh Dhabliwala of Parikh &
Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal
Ballot e-voting process in a fair and transparent manner
2. Appointment of Mr. Naveen Tahilyani (DIN:06594510) as
Non-Executive Director of the Company liable to retire by rotation(Ordinary Resolution):
| Number of votes polled |
% of votes Polled on outstanding shares |
Number of votes cast in favour of the
Resolution |
Number of votes cast against the
Resolution |
% of votes in favour on votes polled |
% of votes against on votes polled |
1,316,113,814 |
90.97 |
1,304,876,457 11,237,357 |
99.14 |
0.85 |
|
3. Appointment of Mr. Samit Upadhyay (DIN: 11288692) as
Non-Executive Director of the Company liable to retire by rotation (Ordinary Resolution):
| Number of votes polled |
% of votes Polled on outstanding shares |
Number of votes cast in favour of the
Resolution |
Number of votes cast against the
Resolution |
% of votes in favour on votes polled |
% of votes against on votes polled |
1,314,934,637 |
90.89 |
1,305,416,695 9,517,942 |
99.27 |
0.72 |
|
For the aforesaid resolutions passed through postal ballot, the Board
of Directors of the Company, had appointed Alwyn D'Souza, proprietor of Alwyn
D'Souza & Co, Company Secretaries, as the Scrutinizer for conducting the Postal
Ballot e-voting process in a fair and transparent manner.
The postal ballot was carried out as per the provisions of Sections 108
and 110 and other applicable provisions of the Act, read with the Rules framed thereunder
and applicable circulars issued by the Ministry of Corporate Affairs from time to time.
The postal ballot notice(s) and results alongwith the
scrutinizer's report were submitted to the stock exchange(s) and displayed on the
Company's website at www.iciciprulife.com.
Further, at present, no special resolution is proposed to be passed
through postal ballot.
Means of communication
It is the Company's belief that all stakeholders should have
access to complete information regarding its position to enable them to accurately assess
its future potential. The Company disseminates information on its operations and
initiatives on a regular basis. The Company's website (www.iciciprulife.com) serves
as an important information dissemination platform for all its stakeholders, allowing them
to access various details of the Company at their own convenience. It provides
comprehensive information about the Company including Company's products, financial
performance, Board of Directors and Board Committees, management/key personnel, customer
service-related touch points, and other statutory/ public disclosures.
The Company's investor relations personnel respond to specific
queries and play a proactive role in disseminating information to both analysts and
investors. All information which could have a material bearing on the Company's share
price is disclosed to the Stock Exchanges as per applicable regulatory provisions. The
information is also disclosed to the National Stock Exchange of India Limited (NSE) and
BSE Limited (BSE) from time to time in compliance with Listing Regulations and other
applicable laws. The financial and other information and various compliances as
required/prescribed under the Listing Regulations are filed electronically with NSE and
BSE through NSE Electronic Application Processing System (NEAPS) and through BSE Listing
Centre and are also available on their respective websites in addition to the
Company's website. Additionally, information is also disseminated to BSE/NSE where
required, through email.
The extract of the Company's quarterly financial results are
published in the Financial Express (Mumbai, Pune, Ahmedabad, New Delhi, Chandigarh,
Lucknow, Kolkata, Bangalore, Chennai, Hyderabad and Kochi editions) and Loksatta (Mumbai,
Pune, Nagpur, Ahmednagar, New Delhi, Aurangabad editions). The financial results, official
news releases, analyst call transcripts and presentations are also available on the
Company's website at www.iciciprulife.com.
General Shareholder Information
The Annual General Meeting (‘AGM') is proposed to be convened
through Video Conference (VC) or/and Other Audio Visual Means (OAVM), in compliance with
applicable provisions of the Act read with General Circular dated September 22, 2025,
September 19, 2024 read with General Circular dated September 25, 2023 issued by Ministry
of Corporate Affairs (MCA) and
Circular dated October 3, 2024 issued by Securities and Exchange Board
of India read with earlier Circular(s) issued in this regard by the respective
Authorities, Secretarial Standard on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India and any other applicable law, rules and regulations including
any statutory modification(s) or re-enactment(s) thereof for the time being in force.
Considering the same, the deemed venue for 26th AGM shall be the registered office of the
Company.
In view of the virtual AGM, the Members are given the facility to
attend and participate in the AGM through Video Conference (VC)/ Other Audio Visual Means
(OAVM), by following the procedure mentioned in the Notice of the AGM.
| General Body Meeting |
Day, Date & Time |
Twenty sixth AGM |
Tuesday June 30, 2026 at 11:00 a.m. |
Financial Year: April 1, 2025 to March 31, 2026 Record Date for
Dividend: June 5, 2026 Dividend payment date: Within 30 days of the AGM
Self-Certification and Fit and Proper Declaration
Pursuant to IRDAI (Registration, Capital Structure, Transfer of Shares
and Amalgamation of Insurers) Regulations, 2024 (IRDAI Registration Regulations), read
with its Master Circular, in case of a Listed Insurance Company, a person/entity shall be
required to: i. Submit a Self-Certification, for transferring more than 1% but less than
5% of the paid-up equity capital of the Company, immediately upon execution of the
transaction. ii. Take prior approval of IRDAI, for acquiring more than
5% of the paid-up equity capital of the Company Accordingly, the format
of Self-Certification and Fit and Proper Declaration, IRDAI Registration Regulations and
its Master Circular has been hosted on the website of the Company at
https://www.iciciprulife.com/about-us/ shareholder-information/other.html?ID=about-other.
Business Responsibility and Sustainability Report, ESG and Conservation
of Energy and Technology absorption
Business Responsibility and Sustainability Report (BRSR) as stipulated
under Regulation 34 of the Listing Regulations has been hosted on the website of the
Company and can be viewed at https://www.iciciprulife.
com/about-us/shareholder-information/other.html.
Reporting Criteria
The reporting criteria used by the Company to prepare the BRSR is
issued under SEBI Listing Regulations read with SEBI Master Circular dated January 30,
2026 and other applicable laws.
Reasonable Assurance Report
The Reasonable Assurance Report of Walker Chandiok & Co., LLP, is
annexed to the BRSR and shall form part of the Annual Report for FY2026.
The Company has an elaborate ESG Report that details the efforts of the
Company on sustainability and is also available on its website at
https://www.iciciprulife. com/about-us/investor-relations.html?ID=about1. The Company
constantly undertakes technology and digitalization initiatives and works with employees,
partners and customers to offer simple and robust technology solutions towards reducing
the Company's carbon footprint.
The Company has undertaken various initiatives for energy conservation
at its premises and has used information technology extensively in its operations, which
includes technological interventions in aspects pertaining to policy lifecycle, marketing
& lead generation, partner integration, analytics and assurance.
Digitisation
The Company has fully digitised its policy issuance and servicing
operations. More than 98% of our policies are logged in digitally. The Company has also
given its customers the facility of opening an e-insurance accounts, which is an
electronic repository of policies. This allows our customers to electronically store and
manage their insurance policies.
To the extent permitted, the Company communicates with its customer via
SMS and email to limit the usage of paper. Employees, advisors, and partners use our
digital platforms. Due to these initiatives, the Company's paper usage has decreased
significantly over the years. These digital initiatives have not only enhanced speed and
convenience for all stakeholders but have also delivered a significant positive
environmental impact.
Maintenance of cost records
Being an Insurance Company, the maintenance of cost records, for the
services rendered by the Company, pursuant to Section 148(1) of the Act read with Rule 3
of the Companies (Cost Records and Audit) Rules, 2014, is not applicable.
Details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end
of the financial year.
The Company has not filed any application for settlement nor are any
such proceedings pending under the Insolvency and Bankruptcy Code, 2016, against the
Company, as at March 31, 2026.
Details of difference between amount of the valuation done at the time
of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
The above is not applicable given that the Company has not filed any
application for settlement under the Insolvency and Bankruptcy Code, 2016 during the
financial year ended March 31, 2026.
Credit Rating during FY2026
| Type of Instrument |
Name of the Rating Agency |
Rating assigned |
Date on which credit rating letter was
obtained |
Unsecured, subordinated, listed, rated,
redeemable, taxable, non-cumulative, non-convertible debentures in the nature of
‘Subordinated Debt' aggregating to ` 12.00 billion |
ICRA Limited |
AAA(Stable) |
November 24, 2025 |
|
CRISIL Limited |
AAA/Stable |
November 21, 2025 |
Unsecured, subordinated, listed, rated,
redeemable, taxable, non-cumulative, non-convertible debentures in the nature of
‘Subordinated Debt' aggregating to 14.00 billion |
ICRA Limited CRISIL Limited |
AAA(Stable) AAA/Stable |
November 24, 2025 November 21, 2025 |
Foreign exchange earnings and outgo
Details of foreign exchange earnings and outgo required under section
134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) Rules, 2014 are as
under:
( ` billion)
| Particulars |
FY2025 |
FY2026 |
Foreign exchange earnings and outgo |
|
|
- Earnings |
0.60 |
0.51 |
- Outgo |
0.85 |
0.94 |
Commodity price risk or foreign exchange risk and hedging activities
None of the above is applicable to the Company as the Company neither
undertakes any commodities business nor has any exposure to foreign currencies that may
require implementing any hedging strategies.
Plant Locations
The Company has various branches across the country, however, there are
no plants as the Company is not a manufacturing entity.
Details of unclaimed suspense account as provided by our RTA i.e. KFin
Technologies Limited pursuant to Regulation 39 read with Part F of Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
No shares were lying in the unclaimed suspense account as of March 31,
2026.
Events after Balance Sheet date
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end of the financial
year of the Company to which the Balance Sheet relates and the date of this Report.
Disclosures for FY2026:
(a) There are no materially significant related party transactions that
may have potential conflict of interest with the overall business operations of the
Company. (b) No penalties or strictures have been imposed on the Company by the Stock
Exchanges, the Securities
& Exchange Board of India, Insurance Regulatory and Development
Authority of India or any other statutory authority, for any non-compliance on any matter
relating to capital markets, during the last three years.
(c) In terms of the Whistle Blower Policy of the Company, no employee
of the Company has been denied access to raising concerns through the mechanism of the
Whistle Blower Policy.
(d) There are no agreements binding the Company under clause 5A of
paragraph A of Part A of Schedule III of Listing Regulations.
Adoption of mandatory and non-mandatory requirements
The Company has complied with all mandatory requirements specified in
Regulations 17 to 27 and clauses (b) to (i) of sub regulation 2 of Regulation 46 and some
of the non-mandatory requirements pertaining to Corporate Governance stipulated under the
Listing Regulations. The Company has adopted non-mandatory requirement regarding the
reporting requirement of the internal auditor, which in the Company's instance,
reports directly to the Board Audit Committee.
Green Initiatives in Corporate Governance
In line with the ‘Green Initiative', the Company has effected
electronic delivery of notice of Annual General Meeting, Postal Ballot and Annual Report
to those Members whose e-mail ids were registered with the respective Depository
Participants and downloaded from the depositories viz. National Securities Depository
Limited/ Central Depository Services (India) Limited. The Act and the underlying rules as
well as Regulation 36 of the Listing Regulations, permit the dissemination of financial
statements and annual report in electronic mode to the Members. The Directors are thankful
to the Members for actively participating in the Green Initiative and seek their continued
support for effectively implementing the Green Initiative cause.
DETAILS PERTAINING TO SECURITIES Listing of securities on Stock
Exchange
The Company has listed its securities on the following stock exchanges:
| Stock Exchange |
Equity Code |
Debt Code |
BSE Limited (BSE) (Equity) |
540133 |
- |
Phiroze Jeejeebhoy Towers |
|
|
Dalal Street |
|
|
Mumbai 400 001 |
|
|
National Stock Exchange of India Limited
(NSE) (Equity) |
ICICIPRULI |
ICPR30 and ICPR34 |
‘Exchange Plaza' |
|
|
Bandra-Kurla Complex |
|
|
Bandra (East), Mumbai 400 051 |
|
|
The Company has paid the annual listing fees for the relevant periods
to BSE and NSE where its securities are listed.
Share Transfer System
SEBI has mandated transfer of securities only in dematerialized form,
except for transmission and transposition of securities. The Share Transfer Systems of the
Company is managed by KFin Technologies Limited, Registrar and Share Transfer Agent (RTA)
of the Company. The address of the RTA is as follows:
KFin Technologies Limited
Ms. C Shobha Anand
Selenium Building, Tower-B, Plot No 31 & 32, Financial District
Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India - 500 032. Email
ID: einward.ris@kfintech.com and shobha. anand@kfintech.com Toll Free/ Phone Number: 1800
309 4001 KPRISM (Mobile Application): https:// kprism.kfintech.com/
KFINTECH Corporate Website: https://www.kfintech.com RTA website:
https://ris.kfintech.com Investor Support Centre (DIY Link): https://ris.kfintech.
com/clientservices/isc
KFin Technologies Limited, RTA of the Company, have in compliance with
the SEBI circular dated June 8, 2023, created an online application for processing
investor service request and complaints. The same can be accessed at
https://ris.kfintech.com/default.aspx# > Investor Services > Investor Support.
Debenture Trustees
Axis Trustee Services Limited
Registered Office:The Ruby, 2nd Floor (SW) 29, Senapati Bapat Marg,
Dadar West, Mumbai – 400 028 Telephone Number: 022-6226 0054 Fax Number: 022-6226
0050 Email id: debenturetrustee@axistrustee.in Website: www.axistrustee.in
Information on shareholding
Shareholding pattern of the Company as at March 31, 2026
| Sr. No. Category/Name of the Shareholder |
Number of shares on March 31, 2026 (in
million) |
% Total |
1 ICICI Bank Limited (Promoter) |
737.61 |
50.89 |
2 Prudential Corporation Holdings Limited
(Promoter) |
317.52 |
21.91 |
3 Foreign Institutional Investors /Foreign
Portfolio Investors/ |
189.85 |
13.10 |
Foreign Bodies/Non-resident individuals |
|
|
4 Domestic Mutual Funds |
136.94 |
9.45 |
5. Retail Investors & Others |
39.18 |
2.70 |
6. Domestic Insurance Company |
15.27 |
1.05 |
7. Domestic Body corporates, Institutions,
Trust & NBFC |
7.92 |
0.55 |
8. Alternative Investment Fund |
5.00 |
0.35 |
9. Domestic Banks |
0.00* |
0.00 |
Total |
1449.28 |
100.00 |
Note: *Domestic Banks hold 4 shares in the company constituting to
0.00000028%.
Shareholders of the Company with more than 1% holding as at March 31,
2026 (other than promoters of the Company)
| Sr. No. Category/Name of the Shareholder |
Number of shares (in million) |
% to total |
1 Government of Singapore |
27.56 |
1.90 |
2 Compassvale Investments Pte. Ltd. |
28.72 |
1.98 |
3 Camas Investments Pte. Ltd. |
25.53 |
1.76 |
4 Government Pension Fund Global |
16.66 |
1.15 |
5 SBI mutual funds |
55.47 |
3.83 |
6 ICICI Prudential Mutual Funds |
49.49 |
3.42 |
Distribution of shareholding of the Company as at March 31, 2026
|
|
Distribution schedule at
March 31, 2026 (Total) |
| Sr. No |
Category |
No. of holders |
% of holders |
Number of shares |
% of equity |
1 |
1-5,000 |
3,24,181 |
96.78 |
1,98,38,038 |
1.37 |
2 |
5,001-10,000 |
5,447 |
1.63 |
39,40,539 |
0.27 |
3 |
10,001-20,000 |
2,538 |
0.76 |
36,38,765 |
0.25 |
4 |
20,001-30,000 |
779 |
0.23 |
19,14,930 |
0.13 |
5 |
30,001-40,000 |
386 |
0.11 |
13,49,344 |
0.09 |
6 |
40,001-50,000 |
256 |
0.08 |
11,61,470 |
0.08 |
7 |
50,001-100,000 |
501 |
0.15 |
36,03,424 |
0.26 |
8 |
100,001 and above |
877 |
0.26 |
1,41,38,31,751 |
97.55 |
|
TOTAL: |
3,34,965 |
100.00 |
1,44,92,78,261 |
100.00 |
The Company's equity shares are traded mainly in dematerialised
form. At March 31, 2026, 100% of paid-up equity share capital is held in dematerialised
form.
Increase in share capital
The paid-up capital of the Company increased by ` 39.56 million
from the previous financial year, consequent to allotment of shares resulting due to the
exercise of stock options granted under the Company's Employee Stock Option Scheme,
and the paid-up capital was ` 14,492.78 million at March 31, 2026.
Details of equity shares held by the non-executive Directors of the
Company at March 31, 2026:
| Sr. No. Name |
Designation |
Number of Equity shares held as on March
31st , 2026 |
1 Mr. Sandeep Batra |
Chairman, Non-Executive - Non Independent
Director |
26,600 |
2 Mr. Naveen Tahilyani |
Non-Executive - Non Independent Director |
2317 |
3 Mr. Samit Upadhyay |
Non-Executive - Non Independent Director |
- |
4 Mr. R. K. Nair |
Non-executive Independent Directors |
- |
5 Ms. Vibha Paul Rishi |
Non-executive Independent Directors |
- |
6 Ms. Anuradha Bhatia |
Non-executive Independent Directors |
- |
7 Mr. Suresh Vaswani |
Non-executive Independent Directors |
- |
8 Mr. Naved Masood |
Non-executive Independent Directors |
- |
Queries related to the operational and financial performance of the
Company may be addressed to:
Mr. Dhiraj Chugha Investor Relations Registered office:
ICICI Prudential Life Insurance Co. Ltd.
1089, ICICI Prulife Towers, Appasaheb Marathe Marg, Prabhadevi, Mumbai
- 400025 Telephone: (91 22) 40391600 Fax: (91 22) 2437 6638 Email id: ir@iciciprulife.com
Address for Correspondence
Ms. Priya Nair
Company Secretary and Compliance Officer ICICI Prudential Life
Insurance Company Limited 1089, ICICI Prulife Towers, Appasaheb Marathe Marg, Prabhadevi,
Mumbai - 400025 Telephone: (91 22) 4039 1600 Fax: (91 22) 2437 6638 Email id:
investor@iciciprulife.com
COMPLIANCE CERTIFICATE OF THE AUDITORS
The Company has annexed to this Report as Annexure D a certificate
obtained from the statutory auditors, Walker Chandiok & Co LLP, Chartered Accountants
and M. P. Chitale & Co, Chartered Accountants, regarding compliance of conditions of
Corporate Governance as stipulated in the Listing Regulations.
CERTIFICATE FROM A PRACTICING COMPANY SECRETARY
In terms of the Listing Regulations, the Company has obtained a
Certificate from M/s. Dholakia & Associates LLP, Company Secretaries, confirming that
none of the Directors on the Board of the Company have been debarred or disqualified from
being appointed or continuing as directors of companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such statutory authority. The
certificate of Company Secretary in practice is annexed herewith as Annexure E.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report for FY2026 forms part of
the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 134(3)(c) of the Act,
the Board of Directors confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures; 2. that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period; 3. that they
have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
4. that they have prepared the annual accounts on a going concern
basis; 5. that they have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and 6. that they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENTS
The Company is grateful to the Insurance Regulatory & Development
Authority of India, Securities and Exchange Board of India, Reserve Bank of India and
Government of India for their continued co-operation, support and advice.
The Board of Directors and the Company would also like to take this
opportunity to express sincere thanks to our valued customers for their continued
patronage and the investors for reposing confidence in the Company.
The Directors express their gratitude for the valuable advice and
guidance received from time to time, from the auditors, the statutory authorities, Stock
Exchanges and Depositories. The Directors express their sincere appreciation to all
employees and distributors, who continue to display outstanding professionalism and
commitment, enabling the organisation to deliver and extend quality services. The
Directors also wish to express their gratitude to ICICI Bank Limited and Prudential
Corporation Holdings Limited for their continued trust and support.
|
For and on behalf of the Board |
Date: May 14, 2026 |
Sandeep Batra |
Place: Mumbai |
Chairman |
|
DIN: 03620913 |
|