ICICI Prudential Life Insurance Company Ltd Directors Report

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

Pursuant to the provisions of Section 124 of the Companies Act, 2013 (CA2013), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the ‘unpaid dividend account/s of the Company, are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

For the financial year ended March 31, 2024, dividend amount of Rs 1.32 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 CA2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, for the financial year ended March 31, 2024, 9845 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 for the financial year ended March 31, 2017 and March 31, 2018 shall be transferred to the IEPF in FY2025. 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.

Particulars of loans, guarantees or investments

The provisions of Section 186(4) of the CA2013, requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided including the purpose for which the loan or guarantee or security is proposed to be utilised by the Company, are not applicable to an insurance company.

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 CA2013 including certain arms length transactions under third proviso thereto are disclosed in Form AOC -2 appended as Annexure A. Further, as per the shareholding pattern of the Company, only ICICI Bank Limited and Prudential Corporation Holdings Limited have a 10% or more shareholding in the Company. The transactions with these entities are disclosed in note 3.12 of related party transactions under notes to accounts.

Public deposits

During the year under review, the Company has not accepted any deposits under Section 73 of the CA2013.

Auditors Statutory auditors

B S R & Co. LLP, bearing registration number 101248W/ W-100022, Chartered Accountants and Walker Chandiok & Co. LLP bearing registration number 001076N/N500013, Chartered Accountants are the joint statutory auditors of the Company, as per the applicable provisions of the CA2013 and the IRDAI Corporate Governance guidelines for insures in India, 2016 (IRDAI CG Guidelines) for FY2024.

B S R & Co. LLP were originally appointed as one of the joint statutory auditors from FY2015 and were re- appointed on July 17, 2019 for a term of five years i.e. from conclusion of the 19^th Annual General Meeting (AGM) up to the conclusion of the ensuing AGM.

The Board in its meeting held on January 17, 2024, has appointed M. P. Chitale & Co. bearing ICAI registration 101851W in place of B S R & Co. LLP as joint statutory auditor of the Company, in accordance with the requirements specified in the Companies Act, 2013 and the IRDAI Regulations, as amended.

Walker Chandiok & Co. LLP were originally appointed as one of the joint statutory auditors from FY2016-17 and were re-appointed on June 25, 2021, for a term of five years i.e. from the conclusion of the 21^st AGM up to the conclusion of the 26^th AGM of the Company.

Fees for services to statutory auditors

The Company has incurred Rs 23.96 million as statutory audit fees for the year ended March 31, 2024. Further, the Company has not availed any other services except mentioned below, from the statutory auditors or its network entities/affiliated firms during the year ended March 31, 2024.

Pursuant to IRDAI CG Guidelines, the additional work entrusted to the statutory auditor is given below:

(Rs million)

Secretarial auditors

The Company had, with the approval of its Board of Directors, appointed M/s. Makarand M. Joshi & Co., Company Secretaries to undertake secretarial audit of the Company for FY2024. The secretarial audit report is annexed herewith as Annexure B.

Auditors 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 FY2024.

Statement in respect of adequacy of internal financial controls

The Company has complied with internal financial controls (IFC) as per section-134 (5) of Companies Act, 2013 and regulation 17(8) of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Companys internal financial control framework comprises of 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 Companys 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. Framework to ensure compliance of 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.

Process controls: These comprise of 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. Any material deficiency is discussed at the Audit Committee meetings.

(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. 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 of investment assets, IT assets and other assets). These controls are based on value and custody of assets.

Review controls: Review controls comprise of 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. They are also submitted to the Insurance Regulatory and Development Authority of India (IRDAI).

(b) 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.

(c) 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.

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

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 Risk Management Committee (ORMC) which independently monitors frauds. The ORMC 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 Companys website, etc.

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

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

Internal audit and compliance framework Internal audit:

The Internal Audit Department (IAD) of the Company 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 Risk & Compliance Officer. 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 Board Audit Committee and Board of Directors meetings 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 Product Management Committee (PMC), the Executive Risk Committee (ERC) and its supporting 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 (environmental, social and governance) 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 Companys 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 which has been further augmented in the current situation. 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 Companys risk management framework have been outlined below. Further information on the Companys approach to risk management is available in the sections on ‘Enterprise Risk Management and ‘Risks and Opportunities of this 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 can significantly alter the risk profile of the Companys Balance Sheet. Investment risks inherent in new products or significant modifications to existing products are identified at the 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 Companys 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 comprises 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 Companys 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 with IRDAI approval (if required) 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 Companys 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 BCM policy and framework to ensure resilience and continuity of key products and services at a minimum acceptable level. BCM includes systems and processes for management of risk including use of disaster recovery sites and business continuity plans for critical processes 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 like firewalls, intrusion prevention systems, anti-malware solutions, end-point detection and response (EDR), email security, data leakage prevention and web proxy. Vulnerability assessment and penetration testing program for critical information technology applications and infrastructure has been defined, to ensure IT Systems are secured for operations during its life cycle. Further, cloud security strategy and practices 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. Cyber security advisories issued by security experts are being monitored and suitable actions are being initiated. Based on the Information Security Management System (ISMS) controls implemented and the assessment conducted by the certification body, the Company has been awarded a certification under ISO 27001:2013 standard.

(h) Privacy policy: The Company has a privacy policy in accordance with Information technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011. The policy provides the Companys 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 and protect it from unauthorised access or alteration, disclosure or destruction.

(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. The Code is applicable to the Directors, employees of the Company, Designated Persons and their immediate relatives, as detailed therein. The objective of the Code is to achieve compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. Any infractions/violations of the Code are suitably dealt with as provided for in the Code.

CEO/CFO certification

In terms of the Listing Regulations, the certification by the Managing Director & CEO and Chief Financial Officer on the financial statements and internal controls relating to financial reporting has been obtained.

CORPORATE GOVERNANCE

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 Companys corporate governance philosophy is based on an effective independent Board including the separation of Boards 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, to oversee critical areas of business operations.

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

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

Compliance to Secretarial Standards

The Company was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India for FY2024.

Annual return

Particulars of employees

The statement containing the particulars of employees as required to be disclosed under Section 197(12) of the CA2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in an Annexure and forms part of this Report. In terms of Section 136(1) of CA2013, 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 Company has spent Rs 26.5 million for FY2024 towards CSR programs as against Rs 26.4 million required to be spent, which is 2% of the average net profits made during the three immediately preceding financial years, in accordance with Section 135 of CA2013.

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 Companys 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: 15

b. number of complaints disposed of during the financial year: 15

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.

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 covers all employees, including Directors of the Company and stakeholders. The policy encourages any employee, stakeholder or Director to report any breach of any law, statute or regulation, issues related to accounting policies and procedures, acts resulting in financial loss or loss of reputation, 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 (UPSI) pursuant to SEBI Regulations or any such information prescribed pursuant to any regulations/laws, as amended from time to time. Such complaints are reported to the Audit Committee of the Board.

Code of conduct

Policy for determining material subsidiaries

Board of Directors

The Companys Board is constituted in compliance with the CA2013, in accordance with Listing Regulations and IRDAI Corporate Governance Guidelines, 2016, as at March 31, 2024.

At March 31, 2024, the Board of Directors of the Company comprised six independent Directors, three non-executive Directors and the Managing Director & CEO. Out of the three non-executive Directors, two Directors represent ICICI Bank Limited and one Director represent Prudential Corporation Holdings Limited. As at March 31, 2024, the Chairman of the Board is an Independent Director. Except the Managing Director & CEO, all other Directors including the Chairman of the Board are non-executive Directors and/or independent

Directors. The Board is responsible for the corporate strategy and other responsibilities as laid down by IRDAI under the Corporate Governance guidelines. 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. None of the Directors is/are related to any other Director or employee 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 Strategy 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 Directors.

In accordance with the ‘criteria for appointment of the Directors and official(s) who may be appointed in senior management of the Company, identified by the Board, the areas of knowledge, skills and expertise which would be required to be possessed by the Board of the 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, 2024.

1 Mr. M. S. Ramachandran shall retire as a Non-Executive Independent Director and Chairman of the Board with effect from June 30, 2024. Consequently, Mr. Sandeep Batra, a Non-Executive Director of the Company is re-designated and appointed as Chairman of the Board of Directors, with effect from June 30, 2024 or date of regulatory approval, if any, whichever is later.

2Appointed as a non-executive Director of the Company w.e.f. May 1, 2023 ³Appointed as a non-executive Director of the Company w.e.f. August 22, 2023

4 Mr. Naved Masood is appointed as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from March 7, 2024 till March 6, 2029.

5Appointed as the Managing Director & CEO of the Company with effect from June 19, 2023. Prior to this, he was a non-executive Director representing ICICI Bank Limited up to April 30, 2023 and an Executive Director & Chief Operating Officer of the Company with effect from May 1, 2023.

During the year ended March 31, 2024, based on the recommendation of the Board Nomination and Remuneration Committee, the Board of Directors of the Company approved the following changes in the Board composition:

1. Appointment of Mr. Anuj Bhargava (DIN: 02647635) as a non-executive (Additional) Director of the Company, representing ICICI Bank, with effect from May 1, 2023, through resolution dated April 20, 2023

2. Appointment of Mr. Anup Bagchi (DIN: 00105962) as the Managing Director and Chief Executive Officer of the Company for a period of five consecutive years with effect from June 19, 2023 and as the Executive Director & Chief Operating Officer of the Company with effect from May 1, 2023 vide resolution dated March 16, 2023

3. Appointment of Mr. Solmaz Altin (DIN: 08206960) as a non-executive (Additional) Director of the Company, representing Prudential Corporation Holdings Limited, with effect from August 22, 2023, through resolution dated August 22, 2023; and

4. Appointment of Mr. Naved Masood (DIN: 02126497) as a non-executive Additional (Independent) Director of the Company, with effect from March 7, 2024, for a term of 5 (five) consecutive years commencing from March 7, 2024 till March 6, 2029, vide resolution dated March 7, 2024.

Accordingly, the Board had recommended the above appointments for approval of members of the Company to transact the following special businesses:

1. Appointment of Mr. Anuj Bhargava (DIN: 02647635) as a non-executive Director of the Company, by way of Ordinary resolution and appointment of Mr. Anup Bagchi (DIN: 00105962) as Executive Director and Chief Operating Officer with effect from May 1, 2023 and Managing Director and Chief Executive Director with effect from June 19, 2023, by way of Ordinary resolution at the Annual General Meeting held on July 28, 2023;

2. Appointment of Mr. Solmaz Altin (DIN: 08206960) as a non-executive Director of the Company with effect from August 22, 2023, by way of an Ordinary resolution, passed through postal ballot; and

3. Appointment of Mr. Naved Masood (DIN: 02126497) as a non-executive Independent Director of the Company, with effect from March 7, 2024, for a term of 5 (five) consecutive years commencing from March 7, 2024 till March 6, 2029, by way of a Special resolution, passed through postal ballot.

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

There were seven meetings of the Board held during FY2024: Meetings were held on April 20, 2023, May 17, 2023, June 10, 2023, July 18, 2023, October 17, 2023, January 17, 2024, and March 15, 2024. The maximum interval between any two meetings did not exceed 120 days. The attendance of Directors at the Board meetings during the year is set out in the following table:

1 Ceased to be a Director of the Company w.e.f. August 22, 2023 ²Appointed as a Non-executive Director of the Company w.e.f. August 22, 2023 ³ Appointed as a Non-executive Director of the Company w.e.f. May 1, 2023 ⁴Appointed as an Independent Director of the Company w.e.f. March 7, 2024

Superannuated from the services of the Company on the completion of tenure of his appointment as Managing Director & Chief Executive Officer on June 18, 2023.

6 Appointed as the Managing Director & CEO of the Company with effect from June 19, 2023. Prior to this, he was a non-executive Director representing ICICI Bank Limited up to April 30, 2023 and an Executive Director & Chief Operating Officer of the Company with effect from May 1, 2023.

The details of other directorships/committee membership held by the Directors of the Company as at March 31, 2024 are set out below:

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 chairmanship including alternate chairpersonship.

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, 2024 comprised of ten Directors, out of which six are independent Directors.

All independent Directors have confirmed that they meet the criteria of independence as laid down under Section 149(6) of the CA2013 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 23, 2024, 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 an 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.

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) and to review and monitor the auditors 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. Approval of payment to statutory auditors and internal auditors or any of its associated persons or companies, for any other services rendered by them;

vii. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

• Matters required to be included in the directors responsibility statement to be included in the Boards 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.

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

ix. 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;

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

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

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

xiii. To review the utilisation of loans and/ or advances from/investment by the holding company in the subsidiary exceeding Rs 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 Companys risk profile in respect of compliance with external laws and regulations and internal policies, including the Companys code of ethics or conduct;

ii. Review reports on the above and on proactive compliance activities aimed at increasing the Companys 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 Companys 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 Companys 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 Companys 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; and

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.

xiii. Carrying out any other function, if any, as is mentioned in the terms of reference of the Audit 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 ("Listing Regulations"), or by any other regulatory authority.

Composition

There were twelve meetings of the Board Audit Committee held during FY2024: Meetings were held on April 15, 2023, April 20, 2023, May 17,

2023, June 21, 2023, July 15, 2023, July 18, 2023, October 13, 2023, October 17, 2023, January 15,

2024, January 17, 2024, February 19, 2024, and March 15, 2024. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

1 Ceased to be a member w.e.f. August 22, 2023 ²Appointed as a member w.e.f. August 22, 2023 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.

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

v. Monitoring and reviewing the cyber security system of the Company;

vi. Maintain a group wide and aggregated view on the risk profile of the Company in addition to the solo and individual risk profiles;

vii. 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; set the risk tolerance limits and assess the cost and benefits associated with risk exposure and review, monitor and challenge where necessary, risks undertaken by the Company;

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

ix. Review the Companys risk-reward performance to align with overall policy objectives;

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

xi. 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.;

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

xiii. Monitor and review regular updates on business continuity;

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

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

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

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

xviii. 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 by any other regulatory authority.

b. Asset liability management (ALM)

i. Formulating and implementing optimal ALM strategies, both at the product level an enterprise level and meeting risk v/s reward objectives and ensuring they remain within acceptable monitored tolerances for liquidity, solvency and the risk profile of the entity;

ii. Reviewing the Companys overall risk appetite and laying down the risk tolerance limits including annual review of strategic asset allocation;

iii. Monitor risk exposures at periodic intervals and revising strategies as appropriate including those for ALM;

iv. Placing information pertaining to ALM before the Board at periodic intervals;

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

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

vii. Ensuring that management and valuation of all assets and liabilities comply with the standards,

prevailing legislation and internal and external reporting requirements;

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

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

x. Reviewing, approving and monitoring capital plans and related decisions over capital transactions;

xi. To carry out any other function, if any, as prescribed in the terms of reference of the 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 by any other regulatory authority.

Composition

There were four meetings of the Board Risk Management Committee held during FY2024: The meetings were held on April 18, 2023, July 15, 2023, October 14, 2023 and January 16, 2024. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

1 Ceased to be a member w.e.f. May 17, 2023 ²Appointed as a member w.e.f. May 17, 2023 ³Ceased to be a member w.e.f. August 22, 2023 ⁴Appointed as a member w.e.f. August 22, 2023 Note: Mr. Deepak Kinger, Chief Risk & Compliance Officer of the Company attended all the four meetings of the Board Risk Management Committee.

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, focus on a prudential asset liability management supported by robust internal control systems; and 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 portfolios 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.

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 CA2013 or by any other regulatory authority.

Composition

There were five meetings of the Board Investment Committee held during FY2024: The meetings were held on April 18, 2023, July 15, 2023, October 14, 2023, December 5, 2023, and January 16, 2024. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

1Ceased to be a member w.e.f. August 22, 2023 ²Appointed as a member w.e.f. August 22, 2023 ³Ceased to be a member w.e.f. June 19, 2023 ⁴Appointed as a member w.e.f. June 19, 2023 ⁵Ceased to be Member w.e.f. May 18, 2023 ⁶Appointed as Member w.e.f. May 18, 2023.

*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 Customer Service & Policyholders Protection Committee (now renamed as 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. Putting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including mis- selling by intermediaries;

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

iii. Review of the mechanism at periodic intervals;

iv. Ensure adequacy of disclosure of "material information" to the policyholders. These disclosures shall, for the present, comply with the requirements laid down by the Authority both at the point of sale and at periodic intervals;

v. Review the status of complaints of the policyholders, and take steps to reduce these complaints, at periodic intervals;

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

vii. Provide details of insurance ombudsmen to the policyholders;

viii. Shape the customer service philosophy and policies of the organisation based on the overall environment in the financial services industry;

ix. Oversee the functions of the customer service council;

x. Review measures for enhancing the quality of customer service;

xi. Provide guidance to improve in the overall satisfaction level of customers;

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

xiii. 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;

xiv. Review all the awards given by Insurance Ombudsman/Consumer Forums remaining unimplemented for more than three (3) months with reasons therefor and report the same to the Board for initiating remedial action, where necessary;

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

xvi. Reviewing repudiated claims with analysis of reasons;

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

xviii. Review of unclaimed amounts of policyholders, as required under the circulars and guidelines issued by the 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.

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 Customer Service & Policyholders Protection Committee held during FY2024: Meetings were held on April 15, 2023, July 17, 2023, October 14, 2023 and January 15, 2024. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

1 Ceased to be a member w.e.f. May 17, 2023 ²Appointed as a member w.e.f. May 17, 2023 ³ Ceased to be a member w.e.f. August 22, 2023 ⁴Appointed as a member w.e.f. August 22, 2023

Note: Mr. Rajagopalan Venkatarama, independent customer representative attended the Committee meeting held on July 17, 2023, October 14, 2023, and January 15, 2024 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 and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;

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

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

iv. 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 directors performance, evaluation of the performance of Board and its committees; and review its implementation and compliance;

v. To recommend to the Board, all remuneration, in whatever form, payable to senior management;

vi. 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;

vii. 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;

viii. 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;

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

x. To approve the compensation program and to ensure that remuneration to directors, key managerial personnel 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;

xi. To ensure that the proposed appointments/ re-appointments of key managerial personnel or directors are in conformity with the Board approved policy on retirement/ superannuation; and

xii. 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 by any other regulatory authority.

Composition

There were nine meetings of the Board Nomination

and Remuneration Committee held during FY2024:

April 20, 2023, May 17, 2023, June 7, 2023, June 10,

2023, July 15, 2023, October 14, 2023, January 16,

2024, March 7, 2024 and March 15, 2024. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Changes in the composition of the Board of Directors and other key managerial personnel (KMP) as per CA2013 during the year ended March 31, 2024

* Mr. N. S. Kannan superannuated from the services of the Company on the completion of tenure of his appointment as Managing Director & Chief Executive Officer effective from June 19, 2023. Mr. Anup Bagchi was appointed as the Managing Director & CEO of the Company effective from June 19, 2023. Prior to this, he was a non-executive Director representing ICICI Bank Limited up to April 30, 2023 and an Executive Director & Chief Operating Officer of the Company effective from May 1, 2023.

Changes in the SMP during the year ended March 31 2024

List of SMP as on the date of this Report:

1 Shall cease to be the Company Secretary and SMP with effect from May 21, 2024

2Appointed as the Company Secretary and SMP with effect from May 21, 2024

3 Designated as SMP with effect from May 1, 2024

Separate meeting of independent Directors

During FY2024, a separate meeting of the

Independent Directors was held on April 20, 2023. 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 AGM. Mr. Sandeep Batra, being eligible has offered himself for re-appointment.

Criteria for appointment of a Director and official(s) who may be appointed as key managerial person/ personnel or as senior managerial personnel

The Company with the approval of its Board Nomination & Remuneration Committee (Committee) has put in place a policy on criteria for appointment of Directors and those in senior management positions that is who may be appointed as key managerial person/personnel (KMP) or as senior managerial personnel (SMP). The policy has been framed based on the broad principles as outlined hereinafter. The Committee evaluates the composition of the Board and vacancies arising in the Board from time to time. The Committee while recommending candidature of a Director considers the special knowledge or expertise possessed by the candidate. The Committee 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 guidelines and the internal norms adopted by the Company. For the above assessment, the Committee is guided by the guidelines issued by IRDAI in this regard.

The Committee 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 he/she must satisfy the criteria of independence as prescribed and sign a declaration of independence. The Board reviews the same and determine the independence of a Director.

Remuneration Remuneration policy

The Company has in place a policy on Compensation & Benefits ("Compensation Policy") for Managing Director & CEO, other wholetime Directors, non- executive Directors, Key Management Person (KMP), Senior Management Personnel (SMP) and other employees, in compliance with the requirements as prescribed under the CA2013 and IRDAI. The Compensation Policy is divided into five parts. Part A outlines the measures taken by the Company for effective governance of compensation, Part B lays down the guidelines relating to compensation of the MD & CEO, other WTDs, KMPs and SMPs, Part C deals with compensation of all other employees, Part D is for non-executive Directors (including non- executive non-Independent Chairman/Chairperson) and Part E for non-executive Independent Director as Chairman/Chairperson of the Company, if any.

Details of remuneration paid to whole-time Directors

The Board Nomination and Remuneration Committee (BNRC) determines and recommends to the Board the remuneration, including performance bonus and non-cash benefits and perquisites, payable to the wholetime Directors.

The followingtable sets out the details of remuneration (including perquisites and retiral benefits) paid to the wholetime Director during FY2024:

Note: For the year ended March 31, 2024 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 FY2024 pertaining to performance of previous financial year and includes deferred variable pay for previous financial years. It does not include the variable pay for performance of FY2024 or previous financial years, that is payable in FY2025 or thereafter.

2 Allowances also include Superannuation.

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 wholetime 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.

The retirement benefits comprising gratuity paid during FY2024 of Rs 477 lakhs includes the amount of Rs 388 lakhs earned by N. S. Kannan while rendering service to ICICI Bank.

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 CA2013.

For FY2024, the Company has paid Rs 100,000 as sitting fees for each meeting of the Board, Rs 100,000 for each Board Audit Committee meeting and Rs 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 CA2013.

The members of the Company at the Annual General Meeting (AGM) held on July 17, 2019, have approved the payment of compensation in form of profit related commission up to Rs 1 million per annum, in proportion to the time served by him/her as a Director in a year, to each non-executive Director of the Company (other than the non-executive directors representing ICICI Bank Limited and Prudential Corporation Holdings Limited). 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. Further, the members of the Company at the AGM held on July 28, 2023 have approved the increase in remuneration in the form of profit related commission to Chairperson designated in the category of non-executive, Independent Director of the Company from Rs 1 million per annum to Rs 2 million per annum effective from FY2024. Sitting fees paid to independent Directors are outside the purview of the above limits. Further, the Board at its meeting held on May 15, 2024 has approved the increase in payment of remuneration in the form of profit related commission up to Rs 2 million per annum in proportion to the time served as a Director in a year, to each non-executive independent Director of the Company, effective from financial year ending March 31, 2025, subject to approval of the members of the Company at the ensuing AGM.

Further, Mr. M. S. Ramachandran, non-executive Independent Director, Chairman of the Company, was also provided an office, including its maintenance, at the Companys expense, for attending to his duties as the Chairman of the Company pursuant to the resolution passed by the members of the Company on October 30, 2020, through postal ballot.

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

Sitting fees paid to independent Directors for the financial year ended March 31, 2024:

Commission to be paid to independent Directors for the financial year ended March 31, 2024:

Remuneration disclosures pursuant to IRDAI guidelines

Pursuant to IRDAI guidelines on remuneration of non-executive Directors and Managing Director/ Chief Executive Officer/wholetime Directors of Insurers (IRDAI Guidelines) issued vide reference no. IRDA/F&A/GDL/MISC/141/6/2023 dated June 30, 2023, requires the Company to make the following disclosures on remuneration in the Annual Report:

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 directors 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; recommending to the Board a policy relating to the remuneration for the Directors, key management persons and other employees; 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.

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

The Companys Policy on Compensation & Benefits ("Compensation Policy") for Managing Director & CEO, Other wholetime Directors, non-executive Directors, Key Management Person (KMP), Senior Management Personnel (SMP) and other employees was last amended and approved by the BNRC and the Board at its Meeting held on October 14, 2023 and October 17, 2023 respectively.

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, 2024 was 18,844.

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 Companys 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 Companys 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 wholetime 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, if applicable. The BNRC assesses business performance against the KPIs and on various risk parameters as prescribed by IRDAI. Based on its assessment, it makes recommendations to the Board regarding compensation for MD & CEO and other wholetime 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 variable pay, with a higher proportion of variable pay at senior levels. For the MD & CEO and other wholetime Directors and KMPs/SMPs, compensation is sought to be aligned to both pre- defined performance objectives of the Company as well as prudent risk parameters. 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 firms remuneration policy during the past year, and if so, an overview of any changes that were made:

The BNRC reviewed the Companys Compensation Policy at its meetings held on April 20, 2023, July 15, 2023 and October 14, 2023 respectively.

• Insurance Regulatory and Development Authority of India (IRDAI) had released ‘Guidelines on Remuneration of Directors and Key Management Persons of Insurers (‘Compensation Guidelines) on June 30, 2023, with the objective of promoting the alignment of remuneration policies with the long-term interest of insurers to avoid excessive risk taking, thereby promoting sound overall governance of insurers and fair treatment of customers. These guidelines are applicable for remuneration payable to whole-time Directors (WTDs), Key Management Persons (KMPs) and Senior Management Persons (SMPs) of private insurers from Financial Year 2023-24.

• A comprehensive evaluation was undertaken of the Compensation Policy for compliance, consistency, and structure, and accordingly a new policy was proposed to the Committee, in line with the Compensation Guidelines. The key changes involved including a detailed section on effective governance of compensation, changes to the definition of variable pay for WTDs/ KMPs/SMPs to include performance bonus and/ or share-linked instruments, such as employee stock options or employees stock units, changes to the composition, mix and deferral of variable pay for WTDs/KMPs/SMPs, alignment of compensation to defined parameters & weightages to align compensation with the long-term interest of the Company for WTDs/ KMPs/SMPs, malus and claw-back provisions for employees at levels where long-term pay is granted (including for deterioration of financial performance of the Company for WTDs/KMPs/ SMPs), age & tenure restrictions for the MD & CEO, other WTDs and non-executive Directors, specific guidelines for compensation of staff in control functions, and enhanced disclosure & accounting requirements.

The revised compensation policy was approved by the BNRC and the Board at its meetings held on July 15, 2023 and July 18, 2023 respectively.

The policy was further amended by the BNRC and the Board in October 2023 to specify a cap on the age and continuous tenure of the MD & CEO, WTDs and KMPs/SMPs.

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 Board Nominations & Remuneration Committee (BNRC). The Companys 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 wholetime Directors and KMPs/SMPs, compensation is sought to be aligned to both pre-defined performance objectives of the Company as well as prudent risk parameters. ^•

• For the MD & CEO, other wholetime Directors and KMPs/SMPs, the quantum of bonus does not exceed a certain percentage (as stipulated in the Compensation Policy) of total fixed pay in a year; a minimum of 50% (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 prorata basis. Additionally, vesting will not be more frequent than on a yearly basis.

• The deferred part of the variable pay (performance bonus and long term pay in the form of stock options/stock units) for wholetime 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 an enquiry determining gross negligence or integrity breach.

• In malus clawback arrangements with wholetime Directors and KMPs/SMPs, the employee agrees to return, in case asked for, the previously paid variable pay to the Company in the events as stated in the Compensation Policy including gross negligence, misconduct, integrity breach, deterioration in financial performance.

• Errors 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 Companys 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 wholetime Directors and KMPs/SMPs to ensure effective alignment of compensation with prudent risk parameters, the Company takes into account various risk parameters along with other pre-defined performance objectives of the Company.

2. Quantitative Disclosures

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

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

Notes:

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

2. 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.

3. During the year, N. S. Kannan was granted 555,400 equity options as deferred non-cash variable pay for the performance in FY2023 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 Companys 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.

4. Deferred variable pay amounting to Rs 212 lakhs of N. S. Kannan pertaining to previous years paid in current year has been considered for the purpose of calculating remuneration paid in excess of specified limit of Rs 400 lakhs.

5. The retirement benefits comprising gratuity paid during the FY2024 of Rs 477 lakhs includes the amount of Rs 388 lakhs earned by N. S. Kannan while rendering service to ICICI Bank.

Details of Outstanding Deferred Remuneration of MD/CEO/WTD as at March 31, 2024

Disclosures required with respect to Section 197(12) of the CA2013

The ratio of the remuneration of each Director to the median employees remuneration and such other details in terms of Section 197(12) of the CA2013 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 annualised.

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

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

The percentage increase in remuneration of wholetime Director i.e. Managing Director & CEO, Chief Financial Officer, and Company Secretary ranged between 5% and 9%.

(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 15.5%.

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

The number of employees as on March 31, 2024 is 18,844.

(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 2023 was around 14.7%, while the average increase in the remuneration of the key management persons was in the range of 5% to 9%.

(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, 2023. 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 Board Nomination and Remuneration Committee (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 of the Company at its Annual General Meeting held on July 17, 2019.

Further, the meeting of Board Nomination and Remuneration Committee (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 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.

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 3.54% 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 Companys Compensation and Benefit policy.

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

Note: The exercise price for all the options granted by the Board/BNRC of the Company, after listing (as tabulated above), is 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 options under the Companys Employee Stock Option Scheme.

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 schemes is Rs 468.60, Rs 388.40, Rs 388.40, Rs 351.65, Rs 369.50, Rs 383.10, Rs 400.10, Rs 396.95, Rs 501.90, Rs 451.05, Rs 626.25, Rs 656.80, Rs 615.65, Rs 541.00, Rs 541.00, Rs 445.60 and Rs 522.20 respectively.

Particulars of options for the year ended March 31, 2024 are given below:

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

1 54,450 options exercised in March, 2024 were allotted in April, 2024. 5260 option exercised in March 2023 were allotted in April 2023.

The following key management persons and senior management personnel (SMP), other than wholetime Director, were granted stock options of the Company up to a maximum of 1,67,100 options to an individual, aggregating to 1,075,700 options during FY2024.

Note: Mr. Souvik Jash, Appointed Actuary of the Company, was also granted options of the Company pertaining to FY2023 during the year ended March 31, 2024 after

receiving IRDAI approval in September 2023. These options are not included in the aggregate options specified above since they were granted for the previous financial year.

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, 2024, 4,905,619 options vested during the year ended March 31, 2024 and Rs 825.6 million was realised by exercise of options during the year ended March 31, 2024.

During the year ended March 31, 2024 the Company has recognised a compensation cost of Nil (year ended March 31, 2023: Nil) as the intrinsic value of the options.

Had the company followed fair value method based on Black Scholes model valuing its options compensation cost for the year ended would have been higher by 845,465 thousand (March 31, 2023: 716,851 thousand) and the proforma profit after tax would have been 7,678,391 thousand (March 31, 2023: 7,389,803 thousand). On a proforma basis, the companys basic and diluted earnings per share would have been 5.33 for the year ended March 31, 2024 (March 31, 2023: 5.14) and 5.31 for the year ended March 31, 2024 (March 31, 2023: 5.13) respectively.

Fair value methodology

The assumptions considered in the pricing model for the ESOPs granted during the year are as below:

The weighted average price of options exercised during the year ended March 31, 2024 is Rs 394.28 (March 31, 2023: Rs 384.94).

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

includes FY2018-19 options and FY2018-19 special options

For the year ended March 31 2024, ICICI Bank Limited ("the Holding Company") has not granted options to the employees of ICICI Prudential Life Insurance Co. Ltd. (Previous year grant: Nil) and accordingly no cost was recognised.

Employee Stock Unit Scheme ("Unit Scheme")

In addition, the ‘ICICI Prudential Employees Stock Unit Scheme - 2023 (Unit Scheme), designed in accordance with SEBI Regulations and other applicable regulations, was discussed by the Committee at its meetings held on June 7, 2023, and June 10, 2023, and was approved by the Committee at its meeting held on June 10, 2023. Subsequent to the approval of the Unit Scheme by the Board, 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 5 years from date of vesting within which the Participant can Exercise the 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.

Performance evaluation of Directors, Chairman, the Board and its Committees

The Company, with the approval of its Board Nomination and Remuneration Committee, has put in place a framework for evaluation of the Directors, Chairman, the Board and its Committees.

The performance evaluation was undertaken through an online survey portal. 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 Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors was 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. 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 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:

The following special resolutions were passed by the

members during the last three Annual General Meetings:

Annual General Meeting held on June 25, 2021

• Re-appointment of Mr. Dilip Karnik as an Independent Director of the Company for a second term of five consecutive years commencing from June 29, 2021 till June 28, 2026.

• Continuation of the directorship of Mr. Dilip Karnik after attaining the age of seventy five (75) years, as an Independent Director of the Company, till June 28, 2026.

• Amendment to ICICI Prudential Life Insurance Company Limited - Employees Stock Option Scheme (2005) (Scheme).

Annual General Meeting held on June 27, 2022

• Re-appointment of Mr. R. K. Nair as an Independent Director of the Company for a second term of five consecutive years commencing from July 25, 2022, till July 24, 2027.

• Re-appointment of Mr. Dileep Choksi as an Independent Director of the Company for a second term commencing from January 19, 2023 till December 25, 2024.

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.

Postal ballot

During FY2024, the Company had passed following

resolutions through postal ballot:

1. Ordinary resolution for appointment of Mr. Solmaz Altin as a non-executive Director of the Company effective from August 22, 2023, vide postal ballot notice dated August 22, 2023. The resolution is deemed to have been passed on the last date specified for remote e-voting i.e. September 27, 2023. The details of the voting pattern are as follows:

2. Special resolution for appointment of Mr. Naved Masood as a non-executive Independent Director of the Company, for a first term of five consecutive years commencing from March 7, 2024 to March 6, 2029, vide postal ballot notice dated March 15, 2024. The resolution is deemed to have been passed on the last date specified for remote e-voting i.e. April 20, 2024. The details of the voting pattern are as follows:

For the aforesaid resolutions passed through postal ballot, the Board of Directors of the Company, had appointed Mr. Alwyn Dsouza of Alwyn Dsouza & Co., Practicing 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 Companies Act 2013, read with the Rules framed thereunder and applicable circulars issued by the Ministry of Corporate Affairs from time to time.

Further, at present, no special resolution is proposed to be passed through postal ballot.

Means of communication

The Companys 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 Companys 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 (NEAP) System and through BSE Listing Centre and are also available on their respective websites in addition to the Companys website. Additionally, information is also disseminated to BSE/NSE where required, through email.

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 Companies Act, 2013 read with General Circular No. 09/2023 dated September 25, 2023 issued by Ministry of Corporate Affairs (MCA) and Circular dated October 7, 2023 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 24^th 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.

Financial Year: April 1, 2023 to March 31, 2024

Book Closure: June 14, 2024 to June 28, 2024 (both days inclusive)

Dividend payment date: Within 30 days of the AGM

Fit and Proper criteria for investors and continuous monitoring requirement

The IRDAI guidelines for Listed Indian Insurance Companies prescribe the following:

• Self-certification of "fit and proper person" criteria by a person holding/intending to acquire equity shares of 1% or more of paid-up equity share capital; and

• Prior permission of IRDAI for holding shares beyond 5% of the paid-up equity share capital.

Business Responsibility and Sustainability Report, Environmental, Social and Governance (ESG) and Conservation of Energy and Technology absorption

Reporting Criteria

The reporting criteria used by the Company to prepare the BRSR is issued under SEBI Listing Regulations read with SEBI Circular dated July 12, 2023 and the Guidance note for BRSR read with National Guidelines for Responsible Business Conduct Issued by Ministry of Corporate Affairs.

Reasonable Assurance Report

The Reasonable Assurance Report of Walker Chandiok & Co., LLP confirming that the Identified Sustainability Information in the BRSR is prepared in all material respects, in accordance with the Reporting Criteria, is annexed to the BRSR and shall form part of the Annual Report for FY2024.

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 completely 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 Companys paper usage has decreased significantly over the

years. These measures and digital processes have not only increased speed and convenience for employees, customers and distributors, but they have also had a good 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 Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, is not required.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith 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, 2024.

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, 2024.

Credit Rating during FY2024

Foreign exchange earnings and outgo

Commodity price risk or foreign exchange risk and hedging activities

None of the above is applicable to the Company as the Company neither undertake any commodities business nor has any exposure to foreign currencies that may require implementing any hedging strategies.

C

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, 2024.

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

(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 (SEBI), Insurance Regulatory and Development Authority of India (IRDAI) 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 Companys 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 CA2013 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.

In order to support the cause, we have been regularly requesting Members to register/update their email ids with their Depository Participants so as to enable the Company to send various communication through electronic mode. We believe and endorse the ‘Green Initiative as it would not only rationalise the use of paper but also ensure prompt communication, avoid loss in transit and have reference value of the communication.

DETAILS PERTAINING TO SHAREHOLDING Listing of equity shares on Stock Exchange

The Company has listed its equity shares on the following stock exchanges:

The Company has paid the annual listing fees for the relevant periods to BSE and NSE where its equity shares are listed.

Market price Information

The reported high and low closing prices and volume of equity shares of the Company traded during fiscal 2024 on BSE and NSE are set out in the following table:

Share price/index are rebased to 100 for closing value on March 31,2024

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

Selenium Building, Tower-B, Plot No 31 & 32, Financial District,

Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India - 500 032.

Toll Free/ Phone Number: 1800 309 4001

WhatsApp Number: (91) 910 009 4099

Debenture Trustees

Axis Trustee Services Limited

Registered Office: Axis House, Bombay Dyeing Mills Compound,

Pandhurang Budhkar Marg, Worli Mumbai - 400 025

Telephone Number: 022-6226 0054

Fax Number: 022-6226 0050

Information on shareholding

Shareholding pattern of the Company as at March 31, 2024

*Domestic Banks hold 4,004 shares in the Company constituting to 0.00028%.

Note: Employees of the Company hold 488,226 shares in the Company constituting to 0.034%

Shareholders of the Company with more than 1% holding as at March 31, 2024 (other than promoters of the Company)

Distribution of shareholding of the Company as at March 31, 2024

The Companys equity shares are traded mainly in dematerialised form. At March 31, 2024, 99.99% of paid- up equity share capital is held in dematerialised form.

Increase in share capital

The paid-up capital of the Company increased by Rs 2.04 million from the previous financial year, consequent to allotment of shares resulting due to the exercise of stock options granted under the Companys Employee Stock Option Scheme, and the paid-up capital was Rs 1440.62 million at March 31, 2024.

Details of equity shares held by the non-executive Directors of the Company at March 31, 2024 is as set out in the table below:

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.

ICICI Prulife Towers, 1089, Appasaheb Marathe Marg,

Prabhadevi, Mumbai 400025

Telephone: (91 22) 40391600

Fax: (91 22) 2422 4484

Address for Correspondence

Company Secretary

ICICI Prudential Life Insurance Company Limited

1089, ICICI Prulife Towers, Appasaheb Marathe Marg,

Prabhadevi, Mumbai - 400025

Telephone: (91 22) 4039 1600

Fax: (91 22) 2422 4484

COMPLIANCE CERTIFICATE OF THE AUDITORS

The Company has annexed to this Report (Annexure D), a certificate obtained from the statutory auditors, B S R & Co. LLP, Chartered Accountants and Walker Chandiok & Co LLP, 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 Mr. Tushar Shridharani, a Practicing Company Secretary, 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 FY2024 forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c) of the CA2013 and the Corporate Governance Guidelines, the Board of Directors confirm:

1. 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.