ICICI Prudential Life Insurance Company Ltd

5Regular and Limited pay persistency in accordance with IRDAI circular on ‘Public Disclosures by Insurers' dated September 30, 2021; 12 month rolling persistency for March to February measured at March 31 ⁶Total Cost including commission/ TWRP TWRP: Total weighted received premium (Total premium - 90% of single premium)

The total life insurance premiums grew from ' 500.94 billion in FY2002 to ' 8,299.29 billion in FY2024 (13.6% CAGR). Additionally, new business premiums (retail weighted received premium) grew from '116.00 billion in FY2002 to ' 1,203.73 billion in FY2025 (10.7% CAGR). According to a report by Swiss Re, between CY2025-CY2029, total life insurance premiums in India are expected to grow at a CAGR of 6.9% in real terms, well above the global (2.7%) and emerging economies (5.3%). At this rate, India will have the fastest growing insurance sector of the G20 countries. With rising per capita income, increased financial awareness, product innovation, demographic changes and favourable regulatory reforms, the life insurance industry is poised for long term sustainable growth in India.

During FY2025, the Company had issued 1,40,000 rated, listed, redeemable, unsecured, subordinated, taxable, fully paid-up, non-cumulative, non-convertible debentures, as per the details given below:

During FY2025, the funds raised by the Company through issue of non - convertible Debentures, have been utilized in the normal course of the business activities, including strengthening the Company's solvency ratio.

The Company reaches its customers through 459 offices in 397 locations as of March 31, 2025. At March 31, 2025, the Company had 20,035 employees and 229,441 advisors to cater to the needs of its customers. The Company distributes its products through agents, corporate agents, banks, brokers, proprietary sales force (PSF) and online channels.

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

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

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

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

The Company settled over 368,102 mortality claims amounting to a total of ' 48.81 (Individual ' 18.14, Group ' 30.67) billion in FY2025 with individual claim settlement ratio of 99.3% and group claim settlement ratio of 99.9%. The overall claims settlement ratio with individual claims and group claims is 99.8%.

Further, the Company has also paid 1,41,934 maturity claims from its retail business operations and over 4,02,254 survival benefit claims amounting to ' 95.78 billion and ' 11.96 billion, respectively for FY2025. Additionally, the Company has settled 3,20,904 surrender claims from its retail business operations and 5,31,173 from group business, amounting to a total of ' 311.65 billion.

For non-investigated retail individual death claims, the settlement was completed within an average turnaround time of 1.2 days from the receipt of the last requirement.

The Company's wholly owned unlisted subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM) acts as a pension fund manager under the National Pension System (NPS) with an objective of providing a strategic platform to leverage the substantial pension opportunity in India. Further, PFM is also registered to serve as a Point of Presence (PoP) entity for distribution of NPS products and servicing.

During FY2025, the subscriber assets managed by PFM increased by 59.9%, from ' 284.19 billion at March 31, 2024 to ' 454.55 billion at March 31, 2025. Additionally, PFM enrolled 206,065 new subscribers during the year. The loss after tax of PFM increased from ' 17.2 million in FY2024 to a loss of ' 35.4 million in FY2025, primarily on account of increase in IT related spending and wage cost, reflecting the expansion of capacity as part of the overall growth plan. The overall contribution of the subsidiary to the financial results of the Company is not significant currently. The subsidiary is committed towards increasing its presence in the industry and is focused on scaling up the business and revenue.

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

• Rural

The Company is aligned to the objective of “Insurance for All' by 2047 and has been allocated 1196 gram panchayats spread across the states of Tamil Nadu, Uttar Pradesh, Bihar and Karnataka in FY2025, and is assigned the role of driving insurance penetration through covering a certain defined percentage of population in these GPs. Against a target of collectively attaining minimum of 10% of lives in each gram panchayat for FY2025, the Company by itself, has ensured 10% of population coverage in each of its 1196 allocated GPs with aggregate count of 15,44,623 lives.

• Social

The Company has micro insurance products in both group and retail segments to cater to the protection needs of the social segment, which are people working in informal or unorganized sector and those falling in economically vulnerable section of the society. The Company partners with micro finance institutions, banks and extends both retail and group micro insurance cover to customers for covering their loss of income risk arising out of unfortunate or untimely demise. Social lives covered by the Company amounts to 1,04,08,315 (11.35%) of the total lives of the Company in FY2025.

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

(' billion)

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

The financial position of the Company remained strong with a solvency ratio of 212.2 % at March 31, 2025 (191.8 % at March 31, 2024) against the minimum regulatory requirement of 150%.

During FY2025, profit after tax amounting to ' 11.03 billion after all adjustment and appropriation, was carried to reserve & surplus in Balance sheet.

The operations have resulted in a profit after tax of ' 11.89 billion in FY2025 as compared to a profit after tax of ' 8.52 billion for the previous year.

During the year, the Company has paid the interest on non-convertible debentures of ' 12.00 billion that was raised during FY2021. The interest accrued thereafter together with interest accrued on the subsequent non-convertible debentures of ' 14.00 billion raised during FY2025 have been duly provided for in the books of accounts. The Company's solvency ratio stood at 212.2 % on March 31, 2025. The Board has proposed a final dividend of ' 0.85 per equity share for FY2025 amounting to ' 1.23 billion for FY2025, representing a dividend payout ratio of 10.33% of PAT.

In terms of Regulation 43A of Listing Regulations, the Dividend Distribution Policy of the Company is disclosed on its website https://www.iciciprulife.com/about-us/ corporate-policies.html.

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.

During the financial year ended March 31, 2025, dividend amount of ' 2.99 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,

during the financial year ended March 31, 2025, 5,219 equity shares in respect of which the dividend has not been claimed for seven consecutive years have been transferred to the designated demat account of the IEPF Authority.

The unclaimed dividend and the equity shares transferred to IEPF can be claimed by making an application in the prescribed form available on the website of IEPF at www.iepf.gov.in

of the Company, as per the applicable provisions of the CA2013 and the Insurance Regulatory and Development Authority of India (Corporate Governance for Insurers) Regulations, 2024.

Walker Chandiok & Co LLP were re-appointed as the joint statutory auditor on June 25, 2021 for a term of five years i.e. from the conclusion of the 21^st Annual General Meeting (AGM) up to the conclusion of the 26^th AGM.

The unclaimed dividend for the financial year ended March 31, 2018 and March 31, 2019 shall be transferred to the IEPF in FY2026. The corresponding shares, if the dividend is unclaimed for a period of seven years along with the unclaimed dividend shall also be transferred to the dematerialised account of the IEPF Authority.

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

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.

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 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 holding in the Company of 10% or more. The transactions with these entities are disclosed in note 3.12 of related party transactions under notes to accounts.

The Company has a Board approved policy on Related Party Transactions, which has been hosted on the website of the Company at https://www.iciciprulife.com/ about-us/corporate-policies.html.

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

Walker Chandiok & Co LLP, bearing registration number 001076N/N500013, Chartered Accountants and M. P. Chitale & Co. bearing registration number 101851W, Chartered Accountants are the joint statutory auditors

The Members at the AGM held on June 28, 2024 had appointed M. P. Chitale & Co. bearing ICAI registration 101851W as the joint statutory auditor of the Company for a period of four years up to the conclusion of the 28^th AGM.

The Company has incurred ' 24.0 million as statutory audit fees for the year ended March 31, 2025. 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, 2025.

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

The Company has complied with internal financial controls (IFC) as per section-134 (5) of CA2013 and regulation 17(8) of the Listing Regulations in terms of internal controls over financial reporting and section 404 of Sarbanes Oxley Act (SOX), 2002. To ensure effective internal financial controls, the Company has implemented Internal Control Framework, 2013 endorsed by the Committee of Sponsoring Organisations (COSO) of the Treadway Commission. The Company's internal financial control framework comprises 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 Company's size and level of complexity to establish standards of conduct, including a code of conduct, whistle blower policy, prevention of harassment in the workplace, conflict of interest, corporate communications, insurance awareness and customer education policy, grievance redressal policy, record maintenance policy, delegation of financial powers, accounting policy, etc.

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

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

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

Notes:

(a) Remuneration of ' 1.0 million plus out of pocket expenses (subject to a maximum of five (5) percent of the audit remuneration) and taxes, as applicable,- to M. P. Chitale & Co. and Walker Chandiok & Co., LLP for review / audit of the Group Reporting Pack for FY2026, subject to the approval of the Members at the 25^th AGM

(b) Remuneration of ' 1.75 million plus out of pocket expenses (subject to a maximum of five (5) percent of the audit remuneration) and taxes, as applicable, to M. P. Chitale & Co. for limited review of Ind AS compliant proforma financial statements for FY2025 and FY2026, subject to the approval of the Members at the 25^th AGM.

The Company had, with the approval of its Board of Directors, appointed M/s. Alwyn Jay & Co., Company Secretaries to undertake secretarial audit of the Company for FY2025. The secretarial audit report is annexed herewith as Annexure B.

The Board at its meeting held on April 15, 2025, has appointed M/s. Parikh & Associates (FRN: P1988MH009800), Company Secretaries as the Secretarial Auditor of the Company for a period of five years i.e. from FY2026 to FY2030, subject to approval of the members of the Company at the 25^th AGM of the Company.

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 FY2025.

(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.

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

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 Company's website, etc.

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

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

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 & Governance 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.

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 AntiCorruption 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.

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

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

In addition to these risks, the life insurance industry faces a number of emerging risks. Geo-political tensions and the potential for disruption to energy supplies are an additional source of uncertainty for financial and commodity markets and a trigger for inflation (which could impact credit quality of counterparties, as well as reduce real wages thereby impacting discretionary savings, insurance new business and persistency risk). There are also emerging risks related to ESG (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 Company's reputation.

The risk management framework of the Company seeks to identify, measure and control its exposures to all these risks within its overall risk appetite. The Company periodically carries out stress testing of its assets and liabilities to identify impact on regulatory and economic solvency, statutory profits and liquidity position. Such testing is used as an aid in identifying significant existing or emerging risks to its financial position, including the potential impact of severe economic shocks and catastrophic events like pandemics, which could materialize as a consequence of several risk factors including climate change and other sustainability risks. The Company has a framework for information and cyber security as well as business continuity management to analyse emerging risks through regular monitoring of the external and internal environment. The Company also has a privacy policy to ensure protection of sensitive personal data or information collected. The Company has updated the Board risk policy by integrating sustainability risks in the risk management framework. The key aspects of the Company's risk management framework have been outlined below. Further information on the Company's approach to risk management is available in the sections on ‘Enterprise Risk Management' and ‘Risks and Opportunities' of the Annual Report.

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

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

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

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

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

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

Insurance risk is the risk arising because of variance to

the best estimate or because of random fluctuations in

the frequency, size and timing of insurance liabilities.

Insurance risk comprise the following components:

mortality, morbidity, persistency and expense risk.

These risks are mitigated through the following:

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

(b) Reinsurance: The Company uses appropriate

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

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

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

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

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

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

Operational risk is the risk of loss, resulting from inadequate or failed internal processes, people and systems, or from external events.

The Company uses the following approaches to manage operational risk:

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

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

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

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

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

(f) Business Continuity Management (BCM): The Company has a BCM policy and framework to ensure resilience and continuity of key products and services at a minimum acceptable level. BCM covers systems and processes for management of business continuity risk. The Company has business continuity and disaster recovery plans in place 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, network access control (NAC) 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, practices and advance level controls for protecting data and IT infrastructure has been implemented. Cyber security operations centre (SOC) has been setup for proactive monitoring (24x7), incident response, recovery and remediation activities. An awareness programme aimed at educating users on best practices is in place, for protecting sensitive data and systems, covering aspects related to cybersecurity, data security, business continuity and privacy. Cyber security advisories issued by security 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 27001:2022 standard.

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

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.

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 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.

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

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

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

The Company was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India for FY2025.

A copy of the annual return for FY2025 will be hosted on the website of the Company at https://www.iciciprulife. com/about-us/shareholder-information/other.html

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, 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.

The Corporate Social Responsibility policy as approved by the Board has been hosted on the Company's website (https:// www.iciciprulife.com/about-us/corporate-policies.html).

In accordance with the provisions of Section 135 of the CA2013, and considering the applicable dividend exemptions, the Company was not required to allocate any funds towards CSR activities for FY2025. Notwithstanding this exemption, the Company, in alignment with its values and commitment to social responsibility, voluntarily spent ' 25.1 million on CSR initiatives during FY2025.

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

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

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

a. number of complaints filed during the financial year: 21

b. number of complaints disposed of during the financial year: 21

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.

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.

The Policy has been periodically communicated to the employees and for stakeholders, an extract of the same has also been hosted on the Company's intranet. The Whistle Blower Policy complies with the requirements of vigil mechanism as stipulated under Section 177 of the Companies Act, 2013 and other applicable laws, rules and regulations. The details of establishment of the Whistle Blower Policy are hosted on the website at https://www.iciciprulife.com/about-us/corporate-policies. html?ID=about-corp.

The Company has a code of conduct (Code) for Directors and employees of the Company, which was last reviewed and amended by the Board of Directors at its meeting held on July 23, 2024. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company. The Code lays down the broad framework of general guiding principles for conducting day-to-day business. This Code is available on the website of the Company (https:// www.iciciprulife.com/about-us/corporate-policies.html). Pursuant to the Listing Regulations, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and senior management forms part of this Annual Report.

In accordance with the requirements of the Listing Regulations, the Company has formulated a policy for determining material subsidiaries and the same has been hosted on the website of the Company (https:// www.iciciprulife.com/about-us/corporate-policies.html).

The Company's Board is constituted in compliance with the CA2013, in accordance with Listing Regulations,

IRDAI (Corporate Governance for Insurers) Regulations, 2024 and Master Circular on Corporate Governance for Insurers, 2024.

At March 31, 2025, the Board of Directors of the Company comprised six independent Directors, three non-executive non-independent Directors and the Managing Director & CEO. Out of the three non-executive non-independent Directors, two Directors represents ICICI Bank Limited and one Director represents Prudential Corporation Holdings Limited. As at March 31, 2025, the Chairman of the Board is a non-executive non-independent Director. Except the Managing Director & CEO, all other Directors including the Chairman of the Board are non-executive Directors and/or independent Directors. The Board is responsible for the corporate strategy and other responsibilities as laid down by IRDAI under the IRDAI (Corporate Governance for Insurers) Regulations, 2024. The Managing Director & CEO oversees implementation of the strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of executive, non-executive and independent Directors on various Board Committees. None of the Directors is/are related to any other Director of the Company.

The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has constituted Committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Policyholder Protection, Grievance Redressal and Claims Monitoring Committee, Board Nomination and Remuneration Committee, Board Sustainability and Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Board Information Technology Strategy Committee and With Profits 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 those in senior management positions that is who may be appointed as key managerial person/ personnel (KMP) or as senior managerial personnel (SMP)', identified by the Board, the areas of qualification and positive attributes 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, 2025.