To, Members,

Your Directors are pleased to present their 16^th Annual Report, together with the Audited Statement of Accounts of IndiaFirst Life Insurance Company Limited ("IndiaFirst Life") for the period ended March 31, 2024.

Financial Performance

(INR in Thousand)

Outlook of Indian Economy and Life Insurance Industry: a) Indian Economy - The year gone by:

Over the past three financial years, Indian economy has outperformed its global counterparts by witnessing a faster growth. Going forward as well, Indian economy is expected to remain strong and would continue to be one of the fastest growing among G-20 economies.

Despite sombre global economic activity and multiple headwinds, the Indian economy has performed very well in FY 2023-24, with real GDP growth accelerating to 8.2% from 7.0% in FY 2022-23. This is the third successive year where India has witnessed a growth upwards of 7%, this trend promises a fast-growing Indian economy in FY 2024-25. India's foreign exchange reserves reached an all-time high in March 2024 to scale the $646 billion level.

The prodigious growth of Indian economy should be attributed to three most important catalysts:

Emphasis on using technology to accumulate and diffuse tacit knowledge

High-end manufacturing capacity

Improving competitiveness through exports

Lower Inflation

India's determined and focused actions in FY 2023-24 helped to convert know-how and capabilities into unique products and solutions for all consumer categories in India.

Buoyancy in services, improving rural demand, strengthening manufacturing activity, and government infrastructure spending have helped India end the current financial year on a high.

b) Life Insurance Industry - F.Y. 2023-24:

The Indian life insurance sector stands as the fourth largest in Asia and is on course to be the sixth largest market in the world by 2032. The total life insurance premiums grew from INR 2.9 lakh crore in FY2013 to INR 7.8 lakh crore in FY2023 (11%

CAGR). This growth can be attributed to initiatives promoting financial inclusion, rapid digitalization of financial services driven by high internet penetration, increased disposable income in the middle class, growing awareness of retirement planning and long-term savings.

Insurance as a sector continues to be a beneficiary of a relatively robust economy, stable savings trends and favourable regulatory regime. Insurance remains a multi-decade opportunity in the Indian context and the sector is backed by the regulator whose vision is "Insurance for all by 2047".

India's insurance regulator IRDAI is set to launch a unique all-in-one insurance product Bima Vistaar soon. It will offer a single insurance policy providing life, health and property cover at very affordable premium. Bima Vistaar will complement 2 other initiatives - Bima Sugam, a one-stop digital platform, and Bima Vahak, a women-oriented distribution channel, to increase insurance penetration, especially in the semi-urban and rural areas.

Bima Trinity will empower consumers and insurers with knowledge and accessibility. Consumers will be benefited with a user-friendly platform, multiple product options and competitive cost. Insurers will be benefited with streamlined process, further penetration, and better risk management.

In F.Y. 2023-24, overall insurance industry grew by 2% year-on-year mainly on account of Individual new business premium growth of 4% followed by group new business premium flattish year-on-year growth of 1%. Overall life insurance industry collected new business premium of ~INR 3.78 Lakh Crores. Private sector life insurers witnessed growth of 12%.

The Insurance sector too witnessed a muted growth of 1% year-on-year. This is despite robust growth of private sector life insurers at 20% year-on-year on the back of 17% year-on-year growth in the prior period.

A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors

The Board is satisfied of the integrity, expertise, and experience [including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder] of all Independent Directors. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. No appointment of Independent Directors was made during the year

Capital

As on March 31, 2024 the Authorised Share Capital and Paid up Equity Share Capital of the Company is INR 10,00,00,00,000/- and

INR 754,37,06,300/- respectively.

The Company has not issued any sweat equity shares or shares with differential voting rights

Reserves

Since the Company has accumulated losses at the end of the year, the Company has not carried any amount to the reserves in the Balance Sheet.

Dividend

The Directors have not recommended any dividend for F.Y. 2023-24.

Public Deposits

During the F.Y. 2023-24, the Company has not accepted any deposit from public, falling within the ambit of Chapter V (section 73) of the Act and The Companies (Acceptance of Deposits) Rules, 2014 and hence provisions of the Act relating to acceptance of Public Deposits are not applicable to the Company.

Particulars of Loans, Guarantees or Investments under Section 186

The Company, being an Insurance Company, provisions of Section 186 of the Companies Act, 2013 are not applicable.

Names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year

There are no subsidiaries, Joint venture or associate companies of the Company during the year.

The Company is a subsidiary Company of Bank of Baroda. Details of Shareholding is disclosed under the annual return on the website of the Company.

Related Party Transactions

Pursuant to Section 177 read with Section 188 of the Act, the Audit Committee approves the related party transactions on a quarterly basis. The Company has obtained omnibus approval for the related party transaction from the Audit Committee. All the related party transactions entered during the year under review were in the ordinary course of business and on an arm's length basis, thereby not requiring a separate Board/ Shareholders' approval. Accordingly, no disclosure is made in respect of related party transaction in Form AOC-2 in terms of Section 134 of the Act and Rules framed thereunder.

The Related Party Transactions Policy of the Company ensures timely approvals and reporting of the concerned transactions between the Company and its related parties to the concerned authorities. The Policy on Related Party Transactions is hosted on the Company's website at the under mentioned link. https://www.indiafirstlife.com/policies As per the requirements of the Accounting Standards (AS) - 18 issued by the ICAI on ‘Related Party Disclosures', the details of related party transactions entered into by the Company are covered under Notes forming part of the financial statements.

Debentures

The Company had borrowed funds in F.Y. 2021-22 from the market in accordance with IRDAI (other form of Capital) Regulations

2015, through issue of 8.40% Subordinated Debt i.e. Rated, Subordinated, Listed, Unsecured, Redeemable, Non-Convertible

Debentures ("NCD") on Private Placement basis INR 125 Crores with lock in period of 10 years and having availability of Call option at the end of the 5^th year from the date of the issue.

The Company has paid interest @ 8.40% amounting to INR 10.50 Crores to the Debenture holders on completion of 2^nd year of issuance to NCDs of INR 125 Cores in March, 2024.

During the year, pursuant to SEBI (Listing Obligations and Disclosure Requirements), 2015; the credit rating was reviewed by Credit Rating Agency ‘CARE' and ‘ICRA' they have reaffirmed the same as "AA Stable."

Corporate Governance

IRDAI has issued Master Circular on Corporate Governance for Insurers, 2024 for adoption of the Insurance Companies. The objective of these circular is to ensure that the structure, responsibilities and functions of the Board of Directors and senior management of the Company, fully recognize the expectations of all stakeholders as well as those of the Regulator. The Company's philosophy on Corporate Governance envisages the attainment of highest levels of transparency, accountability and equity, in all facets of its operations and in all interactions with its stakeholders, including Shareholders, employees, the Government and the society. A Corporate Governance Report is presented in a separate section which forms part of the Annual Report. As required under the Corporate Governance Guidelines, a certificate from the Company Secretary & Compliance Officer of the Company certifying that the Company has complied with the Corporate Governance Guidelines, also forms the part of the Annual Report. A detailed Corporate Governance Report is annexed to this Annual Report as Annexure 1.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Reporting (BRSR) is mandatory for the listed top 1000 companies (by market capitalization) from F.Y. 2022-23 and is voluntary for other companies. IndiaFirst has adopted BRSR reporting on a voluntary basis since F.Y. 2022-

23. A Business Responsibility and Sustainability Report for the F.Y. 2023-24 is annexed hereto as ‘Annexure 2' and forms part of this report.

Products

I. Product Portfolio

IndiaFirst Life Insurance Company Limited (IndiaFirst Life) offers a comprehensive product suite that caters to the unique needs and aspirations of each individual. Our commitment to technology enhances the online life insurance buying experience, making it straightforward and efficient. The robust support from Bank of Baroda and Union Bank of India establishes us as one of the trusted life insurance company in India.

A. Non-Linked Insurance Savings Plan

1. IndiaFirst Life Guarantee of Life Dreams Plan (UIN: 143N080V01)

This is a non-linked, non-participating, individual savings limited premium paying life insurance plan which offers a shorter pay commitment of 6, 8 or 10 years and provides regular income for 30 or 40 years along with a Life Cover to ensure the loved ones stay protected. Not just this, the plan will also ensure continuation of life cover benefit even in case of failure to pay one premium, thus protecting the family with a continued life cover for one year.

2. IndiaFirst Life Fortune Plus Plan (UIN: 143N065V02)

This is a Non-Linked, Participating, Individual, Savings, Life Insurance Plan that provides life insurance cover during the entire policy term of 15 or 20 years. The plan requires a shorter pay commitment (of 6,7,8,9, or 10 years) and gives the benefit of

financial protection along with savings in a single plan. This plan will financially protect the loved ones through life insurance cover in case of an unfortunate event, will provide a regular stream of income or a lumpsum benefit basis the selected option.

3. IndiaFirst Life Long Guaranteed Income Plan (UIN: 143N054V05)

This is a non-linked, non-participating, limited premium, endowment life insurance savings plan which offers guaranteed regular income to ease the fulfilment of financial goals. This plan is designed to help achieve such goals whilst safeguarding the family's future against unforeseen events.

4. IndiaFirst Life Mahajeevan Plus Plan (UIN: 143N059V02)

This is a non-linked, participating, individual, limited pay, money back endowment life insurance plan which not only provides a shorter pay commitment of 12 years but also gives savings and protection in a single plan while keeping the life assured protected for a long term of 15 or 20 years. Not just this, the plan will also ensure continuation of life cover benefit even in case one misses paying one premium, thus protecting family with a continued life cover for one year. This plan will also take care of liquidity needs through multiple money backs during the policy term.

5. IndiaFirst Life Cash Back Plan (UIN: 143N024V04)

This is a non-linked, non-participating, money back life insurance plan. The plan provides periodical payouts and security for the family despite the ups and downs of life. Under this plan, one can choose how much they would like to insure themselves based on their requirements.

6. IndiaFirst Life Maha Jeevan Plan (UIN: 143N018V05)

This is a non-linked, participating, endowment life insurance plan. It promotes long-term saving through premiums paid over a long period.

7. IndiaFirst Simple Benefit Plan (UIN: 143N019V03)

This is a non-linked, participating endowment life insurance plan. The plan offers protection as well as an opportunity to save for the future through safe instruments. Under this plan, one can choose the premium they are willing to contribute regularly, and the sum assured will be determined based on the age, term of the policy and per thousand premium.

8. IndiaFirst Life Guaranteed Monthly Income Plan (UIN:143N047V01)

This non-linked, participating, limited premium, life insurance plan aims to provide risk cover along with a guaranteed monthly income. One can get these monthly guaranteed payouts post completion of the premium payment term & gap year (if opted). In this plan, one also receives enhanced benefits in the form of accumulated simple reversionary bonus and Terminal bonus, if any, at the end of the policy term.

9. IndiaFirst Life Smart Pay Plan (UIN: 143N051V03)

This is a limited premium paying non-linked participating money back life insurance plan which not only provides shorter pay commitments but also gives some liquidity within premium paying period. This plan is designed to ease the fulfilment of one's financial goals through money back during the premium paying period itself, continuation of life cover benefit in case one miss to pay one premium, giving an upside in the form of bonus (if declared) at maturity while protecting the loved ones through a life cover in case of any unfortunate event.

10. IndiaFirst Life Saral Bachat Bima Plan (UIN: 143N063V01)

This is a non-linked, non-participating, individual, limited premium, savings life insurance plan which not only provides a shorter pay commitment of 5/7 years but also gives savings and protection in a single plan while keeping one protected for a long term of 12 or 15 years. Not just this, the plan also provides with yearly guaranteed additions, accidental death benefit in 1^st year, funeral cover along with no medical tests and quick processing.

11. IndiaFirst Life Guaranteed Benefit Plan (UIN: 143N056V06)

This is a non-linked, non-participating, limited premium, endowment life insurance plan which not only provides a shorter pay commitment of 5 / 6 or 7 years but also gives savings and protection in a single plan. Not just this, the plan will also ensure continuation of life cover benefit even in case one miss to pay one premium, thus protecting the family with a continued life cover for one year. This plan will also take care of liquidity needs through its Loan facility.

12. IndiaFirst Life Guaranteed Single Premium Plan (UIN: 143N068V03)

This is a Non-Linked, Non-Participating, Individual, Single Premium, Savings Life Insurance Plan that provides life insurance cover during the entire policy term. The plan requires a single premium payment by the customer and gives the benefit of

financial protection along with savings in a single plan. This plan will financially protect loved ones through life insurance cover in case of an unfortunate event, while providing a guaranteed lumpsum benefit at the end of the policy term.

13. IndiaFirst Life Micro Bachat Plan (UIN: 143N052V02)

This is a non-linked, participating, limited premium paying, savings life insurance plan which not only provides a shorter pay commitment of 5 years but also gives savings and protection in a single plan. Not just this, the plan will also ensure continuation of life cover benefit even in case one misses paying one premium, thus protecting the family with a life cover even in absence of premium payment. This plan will also take care of liquidity needs through its Loan facility.

14. IndiaFirst Life "INSURANCE KHATA" Plan (Micro Insurance Plan) (UIN: 143N057V02)

This is a non-linked, non -participating, micro life insurance, endowment plan. The plan is designed to offer financial protection in the form of a life cover for the family along with an assured benefit on maturity in case the life assured survives till the end of the policy term. This plan works on assured benefits and hence, one knows the benefits even before one buys the policy. Affordable protection is definitely an added advantage. Individuals aged between 18 to 45 years, looking for readymade, easy to buy covers; can purchase this plan. Buying this plan as per convenience is also a possibility as it can be bought online as well.

15. IndiaFirst CSC Shubhlabh Plan (UIN: 143N023V01)

This is a non-linked, non-participating, life insurance plan with a low annualized premium. The plan offers life cover and an opportunity to save for the future through safe investments. The plan will only be available through common service centres

(CSC) and provides a flexibility to pay the premium either monthly, half yearly or yearly as per convenience, during the plan year.

16. IndiaFirst Life POS Cash Back Plan (UIN: 143N034V01)

This is a non-linked, non-participating, limited premium, money back life insurance plan. The plan provides security for family while providing periodical payouts despite the ups and downs of life. Under this plan, one can choose how much one would like to insure self, based on his/her requirements.

B. Term Insurance Plans

1. IndiaFirst Life Plan (UIN: 143N007V03)

This is a Non-Linked, Non-Participating, Individual, pure protection plan which offers an insurance cover on a life. The plan secures the family members/ loved ones in case of unfortunate event of the life assured's demise. This plan can also be bought online.

2. IndiaFirst Life Guaranteed Protection Plus Plan (UIN: 143N069V01)

This is a Non-Linked, Non-Participating, Individual Pure Risk Premium, Life Insurance Plan, designed to ensure financial well-being of the family in case of any untoward event/s.

3. IndiaFirst Life Saral Jeevan Bima Plan (UIN: 143N061V01)

This is a non - linked, non - participating, individual pure term insurance plan, designed to ensure financial well-being of one's family in case of any untoward event/s. This plan will take financial care of the loved ones with the lump sum benefit in case of death of the life assured.

C. ULIP Plans

1. IndiaFirst Life Radiance Smart Invest Plan (UIN: 143L067V01)

This is a unit linked, non-participating, individual, endowment/ savings, life insurance plan, specially designed for high-net-worth individuals, who want to provide overall protection through insurance cover, maximize returns on their savings and create additional wealth for a comfortable life ahead.

2. IndiaFirst Life Wealth Maximizer Plan (UIN: 143L029V04)

This is a unit linked, non-participating savings plan, specially designed for high-net-worth individuals, who want to maximize returns on their savings and create additional wealth for a comfortable life ahead.

3. IndiaFirst Money Balance Plan (UIN: 143L017V06)

This is a unit linked, non-participating, life insurance endowment plan that helps to save for the future, while limiting exposure to market fluctuations. The plan is designed to offers market linked returns along with the security of a life cover.

4. IndiaFirst Smart Save Plan (UIN: 143L10V04)

This is a Unit Linked, Non-Participating, Life Insurance Endowment Plan that offers market linked returns along with the security of a life cover.

D. Child Insurance Plans

IndiaFirst Life Little Champ Plan (UIN: 143N035V01)

This is a non-linked, participating, endowment life insurance plan. It helps to plan the financing for child's education through payouts at regular intervals and securing the child's future even in case of death or ATPD of life assured. By way of its unique liquidity feature of guaranteed payouts, bonus accumulation (if declared), and life insurance benefit, this plan offers a perfect blend for taking care of the financial needs of a child.

E. Retirement & Pension Plans

1. IndiaFirst Guaranteed Retirement Plan (UIN: 143N026V01)

This is a non-linked, participating, endowment deferred pension plan. The plan provides support with a dual benefit - First, where one can earn a fixed benefit of 9% of Total Premium Paid as Guaranteed Additions for the first 2/4/6 policy years under regular and limited premium option depending upon the premium payment term and second, where one can earn bonuses (if declared) by participating in the profits of the fund. The total number of years that one can benefit from both these features each, is subject to the premium paying mode opted. In addition to these, one also has a defined assured benefit that makes sure that a minimum assurance is set. These layered benefits have been put together in a single plan to ensure that they carve out a financially secure future.

2. IndiaFirst Life Guaranteed Annuity Plan (UIN: 143N050V04)

This is a non-linked, non-participating, annuity plan. The plan provides 12 different options to choose from, to get a - regular income on a Monthly / Quarterly / Half-yearly / Yearly basis as chosen. This plan is available for both, our existing as well as new customers.

3. IndiaFirst Life Guaranteed Pension Plan (UIN: 143N066V03)

This is a non-linked, non-participating individual savings Deferred Annuity Plan which provides a shorter pay commitment

(5, 6,7,8,9 or 10 years), but also gives the benefit of a lifetime of assured annuity income. One get to choose from 5 different annuity options to safeguard retirement years with yearly, half yearly, quarterly, or monthly annuity. The return of purchase price options ensure that loved ones are taken care of in case of death or even in diagnosis of critical illnesses. One can choose to buy the annuity just for retirement years under the single life or even choose to protect loved ones with the joint life option in the plan.

4. IndiaFirst Life Saral Pension Plan (UIN: 143N062V01)

This is a non linked, non-participating, single premium, individual immediate annuity plan. The plan provides 2 different options to choose from, to get a - regular income on a Monthly / Quarterly / Half yearly / Yearly basis as chosen. This plan is designed to ensure financial well-being of retirement years.

F. Group Plans

1. IndiaFirst Life Group Living Benefits Plan (UIN: 143N040V01)

This is a non-linked, non-participating, group fixed benefit health insurance plan that offers lumpsum payout in the event of hospitalization, fracture, disability or on diagnosis of Cancer, Vector Borne diseases, on positive diagnosis of COVID-19 or SARS-CoV-2 (and being quarantined in any government authorized hospitals or centers), as per the cover option(s) selected by the Master Policyholder/ Member.

2. IndiaFirst Group Term Plan (UIN: 143N006V06)

This is a non-linked, non-participating, yearly renewable group protection plan offered to a group of individuals having a similar interest such as account holders, credit card holders, depositor/creditor groups, Government agencies, parents of school/ college students, social sector groups, affinity groups, employer-employee groups etc.

3. IndiaFirst Pradhan Mantri Jeevan Jyoti Bima Yojana (UIN: 143G025V01)

This is a non-linked, non-participating, yearly renewable group protection plan offered to a group of bank/ post office customers who have savings bank accounts.

4. IndiaFirst Life Group Credit Life Plus Plan (UIN: 143N036V02)

This is a non-linked, non-participating, group credit life insurance plan that can be offered to

Loanees from Banks and Financial Institutions

Employees taking loans from their employers

The members of Employee welfare societies say employee co-operative societies offering loans to their members

Card holders (Credit Card companies are likely to provide loans to the credit card customers based on their past credit history. Those type of loans which falls under personal loan category for a term of say 2 to 5 years period will be covered here)

Micro-finance loans in Rural or Social Sector

The Master Policyholder can provide an opportunity to the members/ customers to secure their loved ones against the burden of repayment in case of unfortunate event of the life assured's/ member's demise or total permanent disability due to the accident during the cover term. The plan will also help, the Master Policyholder to protect its assets against uncertainty.

5. IndiaFirst Life Group Micro Insurance Plan (UIN: 143N053V03)

This is a non-linked, non-participating, group micro insurance plan, which can be purchased by the master policyholder for the members/ beneficiaries of the group. The plan will provide life cover either against any type of loan and/or as a protection cover for a member of Master Policyholder through One Year Renewable Group Term Assurance (OYRGTA) scheme. The plan provides 4 different cover options to choose from:

Life Cover

Life Cover + Accidental Total Permanent Disability

Life Cover + Critical Illness

Life Cover + Accidental Total Permanent Disability + Critical Illness

6. IndiaFirst Life Group Loan Protect Plan (UIN: 143N055V02)

This is a non-linked, non-participating, group credit linked insurance plan. This plan shall be offered to both Employer Employee and Non-Employer Employee groups. The plan offers the following cover types:

Level Cover

Decreasing Cover

The plan offers the following benefit options:

Life Cover

Life Cover + Accidental Total Permanent Disability (accelerated)

Life Cover + Critical Illness (accelerated)

Life Cover + Accidental Death

Life Cover + Family Income

7. IndiaFirst Life Group HospiCare Plan (UIN: 143N039V01)

This is a non-linked, non-participating, group micro health insurance plan that offers fixed hospital cash benefit per hospitalization or fixed cash benefit on first diagnosis of COVID-19 for the financial protection against medical expenses.

8. IndiaFirst Life Group Living Benefits Plan (UIN: 143N040V01)

This is a non-linked, non-participating, group fixed benefit health insurance plan that offers lumpsum payout in the event of hospitalization, fracture, disability or on diagnosis of Cancer, Vector Borne diseases, on positive diagnosis of COVID-19 or SARS-CoV-2 (and being quarantined in any government authorized hospitals or centers), as per the cover option(s) selected by the Master Policyholder/ Member.

9. IndiaFirst Life Group UL Superannuation Plan (UIN: 143L060V01)

This is a linked, non-participating, fund-based group superannuation plan which covers benefit as per scheme rules for

Employer - Employee Groups. Master policyholder will be the employer/Trustee formed by the employer who will provide or manage funds to meet the benefit under Superannuation scheme as per scheme rules. This unit linked insurance plan offers a flexible & cost-effective way to build corpus to fund employees' pension needs. This plan enables the trustee to maximise investment returns and meet obligations in a cost-effective way.

10. IndiaFirst Group Superannuation Plan (UIN: 143N020V03)

This is a non-linked, participating yearly renewal group superannuation Plan. Under this Plan, the Master Policyholder can invest funds kept aside towards member's retirement benefits such as Pension in a fund that will help to-

Secure member benefits

Earn attractive returns

This plan also offers an assured guaranteed return of 0.5% on an annual basis. However, any additional earnings will be shared through declaration of bonus at the end of each financial year.

11. IndiaFirst New Corporate Benefit Plan (UIN: 143N022V02)

This is a non-linked, participating, yearly renewable group retirement benefit plan providing Gratuity and Leave Encashment benefit. Under this plan, the Master Policyholder can invest funds kept aside towards member's retirement benefits or member liabilities in a controlled fund that will help to-

Secure member benefits

Earn returns by providing security and stability on the Gratuity/ Leave Encashment

The Plan also offers a minimum guaranteed return of 0.5% of the contribution paid on an annual basis. This will be guaranteed during the entire tenure of the Policy. However, any additional earnings will be shared through declaration of bonus at the end of each financial year after adding the guaranteed addition.

II. GIFT CITY

GIFT CITY aims to be a global financial and technology hub, driving reforms to support and expand businesses. GIFT CITY aims to offer a business environment that is on par with or even surpasses leading global financial hubs. Inspired by the vision of the GIFT CITY and to contribute to the India's growth story, IndiaFirst Life Insurance was among the first life insurance Company to take the initiative of applying for a GIFT CITY license. The primary goal behind this strategic move was to expand its reach to customers residing outside of India, thereby targeting a global audience. Further, IndiaFirst

Life Insurance aimed to extend product offering to our Partner banks customer base outside India and to further enhance its market presence and capitalize on the potential opportunities that is available!

This allows the company to function as an international branch, serving NRIs and expats who are interested in investing in dollars. It also provides them with the advantages of global investments, reducing the risk of the rupee against the dollar, building a retirement fund for the future, and investing in treasury/US bonds as a secure investment option.

III. State Insurance Plan

India, one of the world's fastest-growing economies, recognizes the critical importance of accessible and affordable financial services, particularly insurance, in driving economic growth. To further drive this goal, the Insurance Regulatory and Development Authority (IRDAI) had proposed a comprehensive State Insurance Plan (SIP) involving collaboration between state/UT administrations and insurers. This plan aligns with the vision of achieving "Insurance for All by 2047." IndiaFirst Life Insurance has been designated as the lead insurer for the state of Madhya Pradesh, with the primary objective of enhancing insurance awareness and promoting financial literacy. Therefore, to address, this, IndiaFirst Life Insurance has launched the Last Mile Awareness Program, focusing on strengthening capacity, raising insurance awareness and intelligence, and increasing penetration through insurance for individuals and communities, particularly in Madhya Pradesh.

Below are list initiatives undertaken in Madhya Pradesh to promote insurance awareness -

A unified project name and logo have been created to build trust and recognition among the public, emphasizing the collective efforts of all stakeholders involved in the State Insurance Plan. The state government has approved the Project

Name as "Madhya Pradesh Bima Suraksha Kawach" and Tag line given is "Har Ghar Suraksha"

We regularly communicate with other insurers about the progress of the MP state and also provide updates on the progress of the other states on which we have worked. Also, recently hosted an all-insurance partner meeting with an IRDAI representative. Over 52 participants from life, general, and health insurance companies attended.

We conducted a series of awareness campaigns and outreach programs, including mobile van branding activities, engaging with over 3,000 individuals across various communities in eight adopted districts of Madhya Pradesh.

We have collaborated with the State Government and IRDAI to enhance the effectiveness of addressing grievances. As a result, we have introduced a link on the CM Helpline portal where they can access the IRDAI Bima Bharosa link wherein customer grievances will be registered.

Persistency

The 13^th month persistency by annualized premium as on March 31, 2024 at 80.93%.

Customer Service, Grievance Redressal & Awards

Guided by our philosophy of "Customer First", we continue to strive towards exceeding customers' expectations by delivering best-in-class services, innovative solutions, and streamlined processes. a) Key Initiatives In F.Y. 2023-24, we focused on exceeding customer expectations by introducing new services, simplifying, and streamlining our processes, and enhancing our service levels. Some of the key highlights of the year are as follows:

- Net Promoter Scores (NPS) improved from 36 in F.Y. 2022-23 to 42 in F.Y. 2023-24 through execution of several improvement projects that enhanced the quality of interactions in the customer journey and created value for customers

- Self-service options were increased and their robustness improved for customer convenience and efficiency, resulting in self-service usage of 65% for F.Y. 2023-24

- The Inbound Call Centre team were able to upsell to satisfied customers and 538 policies amounting to INR 2.27 Crore premium was sourced

- Query Request Complaint (QRC) Ecosystem: This project enabled customers to access self-servicing help 24/7, including raising requests on the website, uploading documents, and even tracking the status of the QRC without any human intervention

- New CRM: The deployment of a new Salesforce CRM helped improve overall customer servicing with enhanced user interface, improved visibility of customer and policy information for frontline staff, better reporting capabilities and improved decision-making

- Digital Asset Revamp: A revamped Website and Customer Portal was launched, which offers multi language support and intuitive design for better customer experience and digital excellence; The project also integrated the website and portal with other digital channels and systems for a seamless customer journey and reduced query resolution time - Web IRIS: Hindi language support was added to the Web Service BOT, which offered customers the convenience and efficiency of self-service in their preferred language

- Family ID: Family ID helps identify different members of the same family; This aids in improved contactability for better persistency, superior servicing, unclaimed management, delivering additional value-adds to family members, etc. b) Grievance Redressal:

We comply with IRDAI's guidelines on providing superior customer service and grievance handling. We have established a robust Grievance Redressal mechanism to address all our customer complaints effectively and efficiently within the stipulated time frame. In F.Y. 2023-24 we resolved 100% of complaints within 15 days as per IRDAI's norms.

Our Customer Grievances per 10,000 policies/members covered reduced to 1.60 in F.Y. 2023-24 from 2.28 in F.Y. 2022-23. c) Awards:

Our commitment to develop and deploy processes and technology solutions which enabled us to deliver world-class, personalized services to our customers and enhance their customer experience was recognized externally. The following awards were conferred on us in F.Y. 2023-24 for excellence in customer service:

1) CX Summit & Awards 2023 - Best Contact Centre Experience

2) Elets BFSI - Game Changer: Excellent Customer-Centric Culture in Insurance

3) BFSI - Leader in Customer Engagement Initiative 2023

4) Silver Feather Awards - Excellence in Digital Led Multi Channel Customer Service

5) 16^thCustomer Fest Leadership Awards 2023 by Kamikaze B2B Media

Branch Network

The Company has 28 branches spread across India, targeting a larger segment of an urban as well as rural population and one international branch in GIFT City in Gandhi Nagar Gujarat targeting the NRI customers

Claims

Our Claims philosophy ensures speedy and efficient service to genuine claimants by providing wider access and awareness for claim intimation across various touch points i.e. bank branches, website, WhatsApp and call center. The ease of operations of the digital touchpoints offer greater convenience to claimants at their time of distress. Further, the Company handles every claim with a high degree of sensitivity and ensures complete handholding of the claimant at every step of the settlement process.

IndiaFirst Life had claims settlement of 98.04% for Individual claims for F.Y. 2023-24 whereas it was 98.60% for Group Claims. For the year ended March 31, 2024, the Company settled a total of 41,960 death claims amounting to INR 722.63 Crores.

15,736 PMJJBY death claims amounting to INR 314.73 Crores were settled in F.Y. 2023-24.

In our constant effort to design process as per the customer need, IndiaFirst Life measures claimant's feedback post claims settlement through Net Promoter Score (NPS) mechanism and review the opportunity for improvement. In F.Y. 2023-24 the NPS score for claims was 59 which is highest than the company score.

As part of claim service guarantee, IndiaFirst Life has settled 116 non early claims amounting to INR 4.39 Cr in 1 day.

Rural and Social Business

The Company has met its rural and social sector obligations for the year under review:

Internal Financial Controls

The Company has institutionalized a robust and comprehensive internal control mechanism across all the major processes. The

Company has put in place adequate policies and procedures to ensure that the system of internal financial control is commensurate with the size, scale and complexity of its operations. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with corporate policies.

The internal audit, in addition to ensuring compliance to policies, regulations, processes etc., also test and report adequacy of internal financial controls with reference to financial reporting / statements. The audit reports, submitted by the Internal Auditors, are reviewed by the Audit Committee and corrective action if any is initiated to strengthen the controls and enhance the effectiveness of the existing systems. Further, the statutory auditors also provide an audit opinion on adherence to Internal Financial Controls.

The Company has adequate and effective internal controls over financial statements reporting which are commensurate with its size and the nature of the business.

Management Discussion and Analysis Report

Pursuant to the SEBI Listing Regulations, Management Discussion and Analysis (‘MD&A') Report forms part of the Annual Report

Annexure 3.

Information Technology

Technology at IndiaFirst Life is all about Digital at core with the focus on user experience to its customers, distributors, employees, assisting in distributor expansion, reduced time to market, availability of systems always, that is secure by ensuring that the technology stack is updated in aiding the innovation.

The tradition of paperless insurance that started a decade ago is being continued with various integrations with CKYC, e-KYC, e-Mandate, IIB, Credit Bureau(s), consent basis OTP, sharing hyper-personalised product collaterals, and infographic-based quotes which easily helps the customers to fit their need-based assessment. IndiaFirst Life also fosters a culture of innovation and experimentation to offer new products, services, and features to its customers. One of the ways it does this is by partnering with fintech and insurtech startups, which help IndiaFirst to leverage new technologies and business models.

IndiaFirst Life also leverages data science to gain insights and optimize its business performance. In addition to AI/ML based models for various use cases, across functions, it has also piloted a GenAI based project in FY24

Investments

The AUM as on March 31, 2024 was INR. 27073 Crores. The AUM under Traditional Funds is INR. 16659 Crores. The AUM under ULIP Funds as on March 31, 2024 is INR. 9529 Crores. AUM of Shareholder's Funds is INR. 885 Crores.

On an asset allocation basis, the Equity portfolio is INR. 6940 Crores, Debt portfolio is INR. 17919 Crores and the Money market/ other assets is INR. 2214 Crores.

All our Equity Funds have adopted a conscious strategy to maintain exposure in a blend of predominantly good quality large-cap and mid cap stocks backed by good operational cash flows. Our key Equity Funds have outperformed key indices on a 1-year,

3-year, 5-year and since inception time periods on a net basis.

All our Debt Funds have outperformed benchmark index performance on 1 year, 3 year and since inception time periods on a gross returns' basis.

Economy & Markets Equity Market

The F.Y. 2023 - 2024 saw key global and domestic equity indices witnessing elevated volatility due to several concerns arising on the back of escalating geopolitical tensions, significant jump in crude oil prices, interest rate hikes by major global central banks along with signaling of higher interest rates for longer stance and sharp two-way movement in global bond yields. Domestic equity markets have outperformed most global markets during the fiscal. BSE Sensex and Nifty rose ~ 24.9% / 28.6% respectively, on a

Y-o-Y basis. NSE Midcap and NSE Small cap, were up 60.1% and 69.8% respectively on a Y-o-Y basis. NSE Midcap and NSE Small cap registered significant outperformance vis-?-vis NIFTY Index during the year. Commodity prices were volatile as geopolitical tensions escalated on multiple fronts and global economic growth prospects revived. US Fed commentary also drove movement in the US dollar which in turn impacted commodity prices. US and EU area inflation continued to moderate from multi-year highs but remained above target. Global bond yields also witnessed heightened volatility led by the 10-year US Treasury yields.

Performance of some major Indian equity indices (%1 Yr)

Source: Kotak Institutional Equities

During the year, FIIs and DIIs equity flows were both positive to the tune of more than ~USD 20 billion each and thus complementing each other.

Net investments by FPIs, DIIs and MFs in the Indian cash equity market in CY2023 (US $ mln)

Source: Kotak Institutional Equities

On the global front, factors such as further flare up of geopolitical tensions, inflation trajectory, key global central bank monetary policy guidance, bond yield and commodity price trends would be keenly watched. On the domestic front, factors such as government formation and key announcements, monsoon progress, government capital spending push and other measures to ignite economic growth, private CAPEX recovery, RBI's monetary policy stance would determine market sentiments. Armed conflict between Israel-Hamas, Israel-Iran and the Red Sea hostilities has compounded global uncertainties even as the Russia-Ukraine military conflict continues to rage on and threaten to disrupt supply chains. Global central banks have begun to lay the groundwork of reducing borrowing costs even as they maintain that path going ahead would be data dependent.

On the domestic front, factors such as monsoon progress, government capital spending push and other measures to ignite economic growth, private CAPEX recovery, RBI's monetary policy stance would determine market sentiments.

Debt Market

At the beginning of the F.Y. 2023-24, 10-year Benchmark yield was around 7.32% and at the close of the year at 7.06%.

Bond yields were range bound and volatile during the year owing to higher crude oil prices, volatility in the US treasury yields which rose crossing 5% mark during the year and also were seen below 4% mark during expectation of start of the rate cuts cycle from

US FED.

India's Fiscal deficit for the year 2023-24 stood at 5.63% of GDP against the estimated at 5.80% of GDP. The government fared1 yr 5 yr 10 yr 20 yr 30 yr better on the revenue collection with direct tax revenues collection of INR. 23.37 lakh crores growing at around 18.48% over the same period in previous year. As of March 2024, the total gross GST collection for the current fiscal year stands at INR. 20.18 lakh Crores, which is 11.7% higher than the collection for the same period in F.Y. 2022-23.

In its sixth bi-monthly policy meeting held in February 2024, MPC unanimously decided to keep the policy repo rate unchanged at 6.50% while keeping the stance as withdrawal of accommodation to ensure inflation progressively aligns to the target as supporting growth. RBI revised its expected GDP growth (2023-24) at 7.3% from 7.0% previously and maintained its inflation outlook at 5.4% for FY24. Assuming a normal monsoon next year, CPI inflation for 2024-25 is projected at 4.5 per cent with Q1 at 5.0 per cent; Q2 at 4.0 per cent; Q3 at 4.6 per cent; and Q4 at 4.7 per cent. Minutes of the February 2024 meeting revealed that RBI members are not in a rush to change policy settings. The interim budget for F.Y. 2024-25 announced on 1^st Feb 2024 stuck to the script and avoided any big-ticket announcements. However, Debt market cheered the fiscal consolidation path undertaken by the government as Fiscal deficit in 2024-25 is expected to be 5.1% OF GDP gradually moving towards the target range of 4.5% in 2025-26 as announced by the government 5 years ago. Even the borrowing numbers for FY25 positively surprised the market as the gross borrowing and net borrowing numbers at

INR. 14.13 Lakh Crores down 8.4% Y-O-Y and INR. 11.57 Lakh Crores down 0.4% Y-O-Y was also sharply below market expectations. Immediately after these announcements the benchmark 10year Gsec fell 10bps from 7.14% to 7.04%. Going ahead, food price uncertainties would continue to weigh on the inflation outlook. While core inflation is easing due to decline in vegetable prices, the MPC noted that headline inflation is ruling above the tolerance band and its alignment with the target is getting interrupted.

External factors like increase in Global oil prices (currently around $87 per barrel), US treasury action on interest rates and inflation will drive the debt markets in the near future. We will also remain watchful of the emerging liquidity conditions.

Update on IPO

The Initial Public Offer (IPO) process was commenced based on positive YoY results of March 31, 2022 basis which Draft Red

Hearing Prospectus (DRHP) was filed in October 2022 and we received final observations from SEBI to launch the IPO on March 15, 2023. The subsequent developments in market and regulatory changes resulted in business degrowth during F.Y. 2023-24. The Company awaits the right valuation for its shares to go-ahead with the proposed listing.

Conservation of energy, Foreign exchange earnings and outgo and Technology Absorption

Conservation of energy - The information pursuant to Section 134(3) (m) of the Act read with the rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to conservation of energy does not apply to the insurance industry and hence are not applicable to the Company.

The details of Foreign exchange and outgo mentioned below:

INR. in (‘000)

The Provision relating to Research and Development and Technology absorption are not applicable our Company.

Auditors and Auditors Report

In view of the applicability of Section 139 of the Companies Act, 2013, the Company comes under the purview of the Comptroller and Auditor General of India ("C & AG"). By virtue of Section 139(5) of the Companies Act, 2013, Comptroller and Auditor General of India ("C & AG") appoints Statutory Auditors of the Company. The Statutory Auditors' Report on the audit of financial statements under consideration does not contain any qualification, reservation, adverse remark, or disclaimer.

Comments of the Comptroller and Auditor General of India on the accounts of the Company

The Comptroller and Auditor General of India ("C & AG") have conducted supplementary Audit u/s 143(6) (b) of the Companies Act, 2013 of the financial statements of the Company for the year ended March 2024 The C & AG comments along with management response forms part of the Annual Report.

Internal Audit Framework

The Company has in place a robust internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective, and reasonable assurance on the adequacy and effectiveness of the Company's policies and procedures.

The framework is commensurate with the nature of the business, size, scale, and complexity of its operations. The audit approach verifies compliance with the regulatory, operational and system related procedures and controls.

The internal audit plan is developed based on the risk assessment conducted of business activities of the organization. Inputs from risk and compliance functions are sought to develop the internal audit plan. The internal audits are carried out by external

Chartered Accountant Firm appointed by the Audit Committee. The audit plan is approved by the Audit Committee, which reviews the compliance to the plan.

Audit Committee monitors the progress of Internal Audit Plan. Internal Auditor reports the findings on quarterly basis to Audit

Committee along with status of the action implemented.

Concurrent Auditors

As required by the IRDAI (Investment) Regulations, concurrent audit of investment operations is carried out by an independent chartered account firm. A chartered accountant firm is appointed by the Audit Committee. The scope of such audit is to assess adherence with IRDAI investment regulations/ guidelines and guidance note on Internal/ Concurrent Audit of Investment functions of Insurance Companies, issued by the Institute of Chartered Accountants of India. The findings of such audits are reported to Audit Committee.

Human Resources

At IndiaFirst Life, for all our employees who embody and champion our core values: Be Honest, Do More, Think New and Be Helpful, we offer to Celebrate People & Success, Accelerate Growth, Recognize Achievements, Empower Employees (C.A.R.E.). Here, the Human Capital team is committed to partnering with Business for achieving topline and bottom-line goals and help employees meet their aspirations and build long term careers with us.

Our manpower strength is 4720 as on March 31, 2024 as against 3649 as on April 01, 2023. We are focused on hiring the best talent from the market and hence welcome a diverse talent pool from within and outside the Insurance industry. The focus is to find candidates with the right commitment and competence aligned to the IndiaFirst culture and its values.

Our employer brand has been positively impacted by the fact that we have been consistently certified as a Great Place to Work (GPTW) for the sixth time in a row and ‘Top 50 India's Best Workplaces in BFSI 2023' is a culmination of your commitment towards creating a Happy - Passionate - Connected culture at IndiaFirst Life. The GPTW certification and recognition is a validation of our people culture, policies and processes and shows that employees at IndiaFirst Life are highly engaged as we move towards our business goals. This success in engagement has been built on important pillars like meeting employee aspirations, development opportunities, transparent communication, and wellness.

Celebrating People & Success

We constantly strive to create an inclusive ecosystem that offers equitable opportunities to attract a diverse workforce and helps them to be at their best and feel a sense of belonging with the organisation. At IndiaFirst Life, we are committed to creating a culture of belonging by providing an inclusive ecosystem through equitable opportunities that attracts a diverse workforce in terms of gender, disability, sexual orientation and enables them to be at their best.

This year in March 2023, we celebrated DEI Month with a focus on enhancing awareness of Diversity and Inclusion insightful and educational sessions were held including an engaging Fireside Chat with our Women Leaders on their career journey and personal finance, External women leader speaker session, Special Self-Defence Workshop for IndiaFirst Life's Women. To promote a culture of togetherness, we organize many employee engagement events like Foundation Week celebrations, Sports activities, festivals etc.

We have also launched Long Service Awards for employees completing 5,10,15 years of service to celebrate these important milestones in an employee's career journey. Employees who act as cultural ambassadors and role model our values are felicitated through a formal recognition programme called ValuesFirst.

Accelerating Growth

At IndiaFirst Life, through our talent management processes, we prioritize internal talent movements and give opportunities to our own employees to take up additional roles and responsibilities. This is done by focusing not only on their performance in the current role but also their potential to take up larger roles and responsibilities. Through the integrated Career Development Framework and

Career Kundali IndiaFirst Life provides avenues for career development and employees can define their next career move in line with their aspirations. The Career Elevation Process, Internal Job Postings, Internal Job Transfers facilitate roles movements (lateral, vertical and cross functional) across the organisation. One of the primary goals of our talent management process is to create a strong leadership pipeline for IndiaFirst Life.

Our Learning Catalogue has been launched which enables segment-wise approach to cater to the needs of employees. Our approach is to develop capabilities which are required to become a holistic leader. 18 key behavioural skills were identified which were segmented across 5 leadership levels in an individual's career journey. We introduce our new joinees to our values from the very start with our induction program: Aarambh. Aarambh allows new joinees to understand about each function in the organisation and the impact they have on the big picture. It also serves as an excellent opportunity for new joinees to interact with business leaders. We have created an ecosystem in which employees can develop their capability and potential through our capability development opportunities. These capability development opportunities come in various forms like coaching, mentoring programs and our capability development programs. Our capability development initiatives focus on the KASH framework - Knowledge, Skills, Attitude and Habits. We have used game-based learning platforms and virtual platforms to reach out to not only our own employees but also our distribution partners and build their capabilities on our products and processes. Along with the knowledge of products and processes we also continuously invest in helping managers and leaders to manage and develop their teams.

We have introduced MOOCs (Massive Open Online Courses) that aim to upskill employees through new technology and digitally enabled business models thereby creating a learning environment where employees can take charge of their own development.

Recognizing Achievements

Every year, we conduct a benchmarking exercise through which we try and understand the benchmarked remuneration across industry for roles within IndiaFirst. Our Talent management framework integrates with our Total Rewards framework to identify, recognize and reward superior performance.

In addition, Reward and Recognition programs like the Monthly Recognition Program and Achiever'sFirst help motivate employees to outperform their own goals.

Every quarter, the quarterly celebration events are held where employees are recognised and celebrated for their achievements in the previous months in the presence of leadership.

Empowering Employees

We have built an open line of communication across different levels in the organization through town-halls, strategic meets, webchats, skip level discussions. These communication channels help us communicate IndiaFirst Life vision, expectation, strategic decision and get alignment to the same. Keeping in mind this culture of open communication, IndiaFirst Life's AI-based culture assistant to our Chief Human Resource Officer called Amber was launched. Amber seeks response from employees on a regular basis in a confidential manner, analyzes it and identifies high risk employees to address their engagement concerns.

Employees are empowered to Connect with Leaders by providing various platforms through which employees can connect and engage with our Leaders like Candid Conversations with Leadership Team, Periodic Skip Level Meetings to encourage a transparent two-way communication throughout the organization and HR Connect sessions with employees across locations to help employees share their experiences, grievances, etc. with the business partners in a transparent and responsible manner.

As a step towards new age digitization we introduced a new HRMS system powered by Darwin Box, which focuses on empowering the employees to manage their employee journey experience. Our employee life cycle section enables managers to understand the entire journey made by the employee in their career at IndiaFirst Life. Our robust onboarding process has been focusing on providing a seamless experience to our new joinees. To track the employee life cycle effectively, Amber, our cultural AI assistant, was integrated with the HRMS to constantly track our employee engagement.

To promote employee health & wellness, IndiaFirst Life conducted Stepathon, a 3-month wellness program where a total of 2600+ employees registered for the program. The objective of the initiative was to encourage our employees to focus on their health in an engaging and competitive way by counting the steps taken every day using smart gadgets. A healthy and exciting competition was seen among the teams. Winners of the challenge were recognised by the leadership.

As part of the continued focus on employee health & wellness, we also offer ‘Employee Assistance Program (EAP) - a 24x7 confidential service assisting employees deal with the challenges at work and home. We conduct regular EAP refresher sessions for all employees where they are explained in detail on the various offerings of the EAP that facilitate the mental health of employees. The Company has a well laid down employee grievance redressal mechanism that supports employees in registering a complaint and ensuring an unbiased view.

Employee Stock Option Schemes

IndiaFirst Life Insurance Employee Stock Option Plan 2022 ("ESOP Scheme 2022") was adopted by the Company, to enable the employees of the Company to participate in the future growth and success of the Company. ESOP schemes help to retain and attract right talents. The NRC administers the ESOP Schemes. The ESOPs are granted to eligible employees based on the well-defined internal parameters. During the year, the Company has granted IndiaFirst Life ESOP scheme 2022 to the eligible employee.

Details of the ESOPs as required under Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014, are provided under

Annexure 4 appended to this Report.

The ESOP Scheme 2022 was amended by the shareholders at the Extra Ordinary General Meeting held on May 26, 2024 to meet the applicable regulatory requirements.

Employee Remuneration

In terms of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and Employees of the Company have been provided in Annexure 5 to this Board's Report.

The statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered

Office of the Company during working hours for a period of 21 days before the date of the ensuing Annual General Meeting. Further, in terms of provisions of Section 136(1) of the Act read with aforementioned rules, the Directors' Report is being sent to the members without this Annexure.

A copy of the statement may be obtained by shareholders by writing to the Company Secretary at the Registered Office of the

Company or at aniket.karandikar@indiafirstlife.com.

Prevention of Sexual Harassment

The Company is committed for creating a healthy working environment that enables employees to work without the fear of being subject to gender bias and sexual harassment at Workplace. The Company strongly believes that every employee has the right to work with dignity and strongly condemns any form of sexual harassment. The Company in furtherance of the objective of prohibiting any form of sexual harassment at workplace has formulated a policy on prevention of Sexual harassment in line with the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereafter." Internal

Committee ("IC") has been constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Thus, the Company has complied with the requirements laid down in the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Directors

The Board of Directors comprised of Six (06) Directors including Three (3) Independent Directors, Two (2) Nominee Directors and One (1) Managing Director and CEO as on March 31, 2024. The Chairman of the Board is a Non-Executive Director.

Details of Directors and KMP who were appointed or have ceased during the year/ after end of year and up to date of report are to be given.

Retirement by Rotation

Section 152(6) of the Act provides that not less than two-thirds of the total number of directors of a public company shall be liable to retire by rotation, and that one-third of such directors as are liable to retire by rotation shall retire from office at every AGM of the Company.

In accordance with the provisions of the Act, Mr. Debadatta Chand (DIN 07899346), Non-Executive, Nominee Director, being longest in office since his last appointment, retires by rotation, and being eligible, offers himself for re-appointment at the 16^th AGM of the Company.

A Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The Company has received the declaration from all the Independent Directors under sub-section (6) of section 149 of the Companies Act, 2013 and the rules made thereunder. The Board is of the opinion that all the Independent Directors fulfill the conditions relating to their status as Independent Director as specified under Section 149 of the Act and the Rules made thereunder.

Details of Independent Director appointed and Re-appointed during the year

During the year under review Mr. K.S. Gopalakrishnan (DIN: 06567403) and Ms. Harita Gupta (DIN: 01719806) were reappointed for the 2^nd term as Independent Directors of the Company.

Declaration under IRDAI and Section 164 of Companies Act, 2013

In accordance with the guidelines for Corporate Governance issued by IRDAI, directors of insurers have to meet ‘fit and proper' criteria prescribed by IRDAI. Accordingly, all Directors of the Company have confirmed compliance with ‘fit and proper' criteria/ norms, prescribed under the guidelines on Corporate Governance issued by IRDAI.

Your Company has also received declarations from all the Directors in terms of Section 164 of the Act, confirming that they are not disqualified from being appointed as Director of the other companies.

The Company hereby confirms the following: a) that necessary declaration with respect to independence has been received from all the Independent Directors of the Company; b) that the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Director's Responsibility Statement

The Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013 and the Corporate Governance Guidelines, to the best of the Director's knowledge and belief that: a) in the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any b) that such accounting policies as mentioned in the financial statements have been selected and applied consistently and made judgement and estimates that are reasonable and prudent so as to give true and fair view of the states of affairs of the Company profi as at March 31, 2024 and the and loss of the Company for the year ended on that day; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the Annual Financial Statements have been prepared on a going concern basis; e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively; f) the management has ensured that an internal audit system commensurate with the size and nature of the business exists and is operating effectively; g) the management have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Directors and Officers Liability Insurance (D & O Policy)

The D&O policy covers personal liability of directors, officers and employees arising due to wrongful acts while performing duty. It also covers defence costs and other expenses incidental to a loss. Since the Directors and officers of the Company are holding a fiduciary position in the Company, they are thus liable for the all the acts committed by them under the management and supervision of the Company, Therefore the Company has D & O policy in its place pursuant to the requirement of the Act to indemnify the loss which may occur due to Directors and other officers/employees misconduct.

Accordingly, during the year under review Company renewed its Directors and Officers Liability Insurance through TATA AIG from September 25, 2023 to September 24, 2024.

Managerial Remuneration

The details on remuneration (sitting fees) paid to the Non-Executive Directors and the details on remuneration paid to the Managing Director & CEO as approved by the IRDAI and remuneration paid to other KMPs as per IRDAI CG Guidelines are mentioned in the Corporate Governance Report which forms part of the Director's Report.

Key Managerial Personnel

Under the Companies Act, 2013 read with its Rules made thereunder, Ms. R. M. Vishakha, Managing Director & CEO; Mr. Kedar Patki, Chief Financial Officer and Mr. Aniket Karandikar, Company Secretary of the Company have been identified and designated as Key Managerial Personnel of the Company as on March 31, 2024.

Further, in accordance with Corporate Governance Guidelines ("CG Guidelines") issued by IRDAI the Company had appointed the requisite KMPs.

The date(s) of appointment and resignation of Key Managerial Personnel (KMP) (upto date of report) are as under:

Appointment of Managing Director & CEO

Mr. Rushabh Gandhi, has been appointed as Managing Director & Chief Executive Officer (MD & CEO) of the Company w.e.f.

July 01, 2024 who has taken charge pursuant to the superannuation of Ms. R. M. Vishakha w.e.f. June 30, 2024.

Number of meetings of the Board

During the year, 5 Board meetings were held. The details of Board and Board Committee Meetings, attendance of the Directors and Members are mentioned in the Corporate Governance Report which forms a part of the Director's Report. The intervening gap between the two Board meetings was within the period prescribed under the Act.

Company's Policy on Appointment of Directors and Key Management Personnel

The appointment of Directors' is recommended by the Nomination and Remuneration Committee and are as prescribed under sub-section (3) of section 178 of the Companies Act, 2013.

Pursuant to Section 134(3)(e) and Section 178 of the Act, the Company has a Policy on Appointment of Directors and Key Management Personnel attached herewith asAnnexure 6 and also uploaded on the website of the Company athttps://www.indiafirstlife.com/policies

Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return in Form MGT-7 as filed with the Registrar of Companies for F.Y. 2022-23 is placed on the website of the Company and can be accessed at https://www.indiafirstlife.com/annual-returns and for F.Y. 2023-24, the same shall be placed on the website of the Company once filed with the Registrar of Companies at https://www.indiafirstlife.com/ annual-returns in accordance with the provisions of the Companies Act, 2013.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The policy is available on the website of the Company - https://www.indiafirstlife.com/policies.

The CSR amount is computed as per the Companies Act, 2013 and the applicable Rules read with IRDAI Corporate Governance Guidelines. The Company was not liable to spend any amount on CSR activities in F.Y. 2023-24. The brief outline of CSR Policy, the composition of the CSR Committee, average net profits/loss of the Company for the preceding financial year is provided in

Annexure 7.

Composition of Audit Committee

The Composition and other details of Audit Committee are mentioned in the Corporate Governance Report which forms part of Director's Report. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, the Board of Directors had appointed M/s. N. L. Bhatia & Associates., Practicing Company

Secretaries firm, to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The report of the Secretarial Auditor is enclosed as Annexure 8.

Further, the Secretarial Auditors have not reported any instances of fraud in terms of Section 143 (12) of the Act.

Maintenance of Cost Records

Maintenance of cost records and requirement of cost audit as per provisions of section 148(1) of the Act are not applicable to the Company.

Compliance with Secretarial Standards

The Company has duly complied with the Secretarial Standards issued by ICSI.

Fees for services to Statutory Auditors

(INR.in 000)

Details of establishment of Vigil Mechanism

The Company has an established the vigil mechanism in place in accordance with Section 177(9) of the Act and rules framed there under. The Board has adopted the Whistle Blowing Policy, Anti-money Laundering Policy, Financial Governance Policy, Policy for Protection of Policyholders Interest and Anti-Fraud Policy. The Policy may be accessed on the Company's website at the link https://www.indiafirstlife.com/policies.

Details in respect of frauds reported by Auditors

Maintenance of cost records and requirement of cost audit as per provisions of section 148(1) of the Companies Act, 2013 are not applicable to the Company.

Details of Remuneration Policy for Non-Executive Directors, Managing Director/CEO/Whole-Time Directors and Key Managerial Persons

The Company has a Remuneration Policy for Non-Executive Directors, Managing Director/CEO/Whole-Time Directors and Key Managerial Persons as defined u/s 178 of the Companies Act, 2013 and IRDAI CG Guidelines. The same is attached as Annexure 9 to the Director's Report.

Board Evaluation

A formal evaluation mechanism has been adopted for evaluating the performance of the Board, Committees thereof and individual directors and the Chairperson of the Board. The evaluation is based on criteria which includes, among others, providing strategic perspective, chairmanship of Board and Committees, attendance and preparedness for the meetings, contribution at meetings, effective decision-making ability and role of the Committees. Pursuant to the requirement of the Companies Act, 2013, the annual performance evaluation of the Board, the Directors (Independent and others) individually, Chairman, as well as applicable Committees of the Board Viz. Audit Committee, Risk Management Committee, Investment Committee, Policyholders Protection Committee,

Nomination and Remuneration Committee, With Profits Committee and Corporate Social Responsibility Committee were carried out successfully. Further, the Independent Directors at its meeting held on March 19, 2024, and inter alia reviewed the performance of non-independent directors, and Board as a whole; and performance of the Chairman.

Risk Management Framework

The Company has a robust Risk framework in place which helps in effective Risk Management on a regular basis. The Board approved Risk Management Framework & Policy is reviewed periodically to strengthen the systems and processes which help to mitigate material risks faced by the organization. The Company's risk management architecture is the structural design that involves the following:

Board of Directors (Board),

Risk Management Committee (RMC),

Control Management Committee,

Information Security Risk Management Committee,

ERM (Enterprise Risk Management) Team, the Functional Leaders, Risk Experts as per the diagram depicted below.

IRDAI License

The Insurance Regulatory and Development Authority of India ("IRDAI") had issued its License to IndiaFirst Life Insurance Company Ltd. to start the Life Insurance business on November 05, 2009. The Company has paid renewal fees to IRDAI for F.Y. 2023-24 Pursuant to IRDAI circular (Ref. IRDA/F&A/CIR/GLD/062/04/2015) dated April 07, 2015 which directed that in view of the Insurance Laws (Amendments) Act, 2015, no renewal certificate would be issued by the Authority and certificate issued earlier would remain valid.

Significant and Material Orders passed by the Regulators / Courts / Tribunals

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

Awards & Recognition

Solvency Margin

The Directors are pleased to report that the assets of the company are higher than the liabilities of the company and the assets are more than sufficient to meet the minimum required solvency margin requirement. The solvency ratio as at March 31, 2024 is 201% which is higher than the minimum required solvency ratio of 150%, as specified in Section 64 VA of the Insurance Act, 1938 read with IRDAI (Assets, Liabilities, and Solvency Margin of Insurance) Regulations, 2016.

Material Changes and commitments affecting the financial position

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 financial statements relate and the date of the report.

Disclosure under Insolvency and Bankruptcy Code, 2016

During the year under review the Company has not made any application nor there is any pending proceeding under the Insolvency and Bankruptcy Code, 2016. Further, there were no instances of one-time settlement for any loans taken from the Banks or

Financial Institutions.

Change in Nature of Business

During the financial year under review, there has been no change in the nature of business of the Company.

Credit Rating

Pursuant to SEBI (Listing Obligations and Disclosure Requirements), 2015; the credit rating in respect of debentures issued by the

Company were reviewed by Credit Rating Agency CARE & ICRA and they have reaffirmed the same as "AA Stable".

Debenture Trustees

As per SEBI circular no. CIR/IMD/DF/18/2013 dated October 29, 2013 read with SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the details of Debenture Trustee are as under:

Axis Trustee Services Limited

The Ruby, 2^nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai - 400 028

Tel: +91-22- 6230 0438

Website: www.axistrustee.com

Compliance Certificate

The Certificate of the Compliance Officer on compliance with corporate governance guidelines for insurance companies is enclosed.

Acknowledgements

The Board would like to place on record their gratitude for the valuable guidance and support received from Insurance Regulatory and Development Authority of India (IRDAI) Governing Body of Insurance Council, Registrar of Companies (ROC), Reserve Bank of India,

CDSL, NSDL, NSE, Debenture holders, shareholders, Auditors and the other Statutory Authorities and to convey their appreciation to the dedicated efforts put in by the employees for their commitment, commendable efforts, team work and professionalism. The Board appreciates the Policyholders, bankers, vendors and all other business associates, for their unstinted support and co- operation.

The Directors communicate their deep sense of gratitude to IndiaFirst's valued customers for their continued patronage and support and look forward to the continuance and further strengthening of this mutually supportive relationship in future.

For and on behalf of the Board of Directors