Directors Report of Canara HSBC Life Insurance Company Ltd.

Mar 31, 2026

Sources:

1. Press Information Bureau (PIB) / Ministry of Statistics and Programme Implementation (MoSPI)

2. The Outlook for India’s Economy in 2026 amid A New US Trade Deal - Goldman Sachs, Feb’26

Your Directors have pleasure in presenting the Nineteenth
Annual Report of Canara HSBC Life Insurance Company
Limited (the ‘Company’), together with the audited financial
statements and the auditors’ report thereon for the financial
year ended 31^st March 2026 (FY26).

OUTLOOKMacroeconomic Outlook

India’s macroeconomic environment during FY26 remained
resilient and broadly supportive for long-term financial
institutions, despite a challenging global backdrop marked
by trade disruptions, policy shifts in advanced economies,
geopolitical conflicts and volatile capital flows. Real GDP
growth is estimated at 7.6% for FY26 which was largely driven
by strong domestic demand, highlighting the economy’s ability
to withstand global headwinds while sustaining momentum
through internal drivers and ongoing structural reforms.

Private consumption was a key driver of growth, supported
by fiscal measures that enhanced household disposable
incomes and boosted urban demand, while rural consumption
remained resilient on the back of healthy agricultural output.
Monetary easing, with the Reserve Bank of India cumulatively
reducing the repo rate by 100 basis points between April
and December 2025 to 5.25%, alongside a benign inflation
environment, further supported purchasing power, credit
growth, and long term financial planning^1,2.

Fiscal discipline and policy credibility continued to underpin
confidence, positioning the economy well, amid a complex
global environment.

Despite turbulence, capital markets continued to play an
increasingly important role in supporting capital formation
and financialization. Over the medium term, a structural shift
in household savings toward market-linked instruments and
rising individual equity ownership has supported long term
savings and protection products offered by life insurers.

Against this backdrop, global growth is expected to moderate
in the near term amid elevated energy costs and geopolitical
uncertainty. Technology led investment, particularly in artificial
intelligence, continues to provide an important offset by
supporting productivity, business confidence, and economic
resilience across major economies. While inflationary

pressures have temporarily resurfaced following energy price
shocks, these are expected to ease as conditions normalise.

Despite global headwinds, India remains relatively well-
positioned due to strong macroeconomic fundamentals and
policy flexibility. India’s GDP outlook for FY27, has been
moderated to a range of 6.2%-6.9%, reflecting pressures
from elevated fuel and food prices amid uncertainties linked
to the West Asia conflict. Even as growth is projected to
soften modestly, India is expected to remain one of the fastest
growing major economies, with FY27 growth forecast still
ahead of global average-underscoring its structural strength
and long-term growth potential.

Outlook for the industry

The Indian life insurance industry witnessed decent growth in
FY26, following the relatively subdued growth in the previous
year Individual Weighted Premium Income (WPI) grew by 10%
to ''1,32,666 crore, with private players strengthening their
share to 72%, reflecting the industry’s continued focus on
sustainable growth and financial inclusion.

This evolving landscape continues to present a significant
long-term opportunity. Supported by favourable
demographics, rising protection and retirement needs,
and increasing adoption of digital platforms, the industry
is gradually transitioning towards sustainable, quality-
led growth. Regulatory initiatives, including higher FDI
limits and emerging platforms such as GIFT City, along
with GST exemption on individual life insurance premiums
from September 2025, have significantly strengthened the
ecosystem by improving affordability and enhancing access.

Aligned with this evolving landscape, your Company continues
to focus on customer-centric growth, digital enablement, and
distribution expansion to capture long-term opportunities.

REGULATORY LANDSCAPE

FY26 marked a significant phase in the evolution of India’s
insurance regulatory and governance framework, particularly
for insurers operating in an increasingly digital, customer¬
centric and market-linked environment. The regulatory focus
during the year continued to be aligned with the broader
vision of “Insurance for All by 2047”, while simultaneously
strengthening governance standards, policyholder protection,
operational resilience, and market conduct expectations
across the sector.

The regulatory environment for insurers is now increasingly
characterised by a principle-based and outcome-oriented
supervisory framework, with enhanced accountability
being placed on Boards and Senior Management for
ensuring effective governance, fair customer outcomes,
prudent risk management, and sustainable business
practices. Regulators have continued to emphasise that
growth must be accompanied by strong governance,
robust controls, responsible sales practices, and effective
oversight mechanisms.

A landmark reform during the year was the amendment to the
Insurance Act enabling up to 100% Foreign Direct Investment
(FDI) in the insurance sector, subject to applicable safeguards
and conditions. This reform is expected to strengthen long¬
term capital availability, support innovation and technology
adoption, deepen insurance penetration, and enhance the
sector’s ability to meet evolving protection and retirement
needs of the Indian population.

FY26 also witnessed continued regulatory focus on
implementation effectiveness of the extensive reforms
introduced by the Insurance Regulatory and Development
Authority of India (IRDAI) over the last few years. Key
supervisory themes included policyholder protection,
governance standards, solvency oversight, expenses
of management, conduct risk, outsourcing governance,
product suitability, claims management, and strengthening
of compliance frameworks.

The implementation of customer-centric reforms under the
IRDAI Master Circular on Protection of Policyholders’ Interests
(PPHI), including Bima-ASBA and premium collection post
underwriting acceptance, represent a significant operational
and governance transition for the industry. These reforms
are expected to further strengthen transparency, customer
consent architecture, and fair treatment standards across the
insurance lifecycle.

The industry also continued to progress towards the
proposed Risk-Based Capital (RBC) framework, with insurers
participating in Quantitative Impact Study (QIS)-2 as part
of the transition towards a more risk-sensitive and globally
aligned prudential solvency regime. The proposed framework
is expected to strengthen capital efficiency, risk measurement
capabilities, and enterprise-wide risk governance practices
across the sector.

With the listing of the Company’s equity shares during
FY26, the regulatory landscape applicable to the Company
has further expanded to include enhanced governance,
disclosure, and compliance expectations applicable to
listed entities under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other
applicable securities laws. This includes increased focus
on transparency, investor communication, insider trading
controls, related party governance, ESG disclosures, and
stakeholder engagement.

The regulatory environment also continued to evolve rapidly
in the areas of technology, digital governance, and data
protection. The notification and implementation progress of
the Digital Personal Data Protection framework, together with
increasing supervisory focus on cyber resilience, information
security, AI governance, digital consent architecture, and
operational resilience, have reinforced the importance of
strong technology governance and responsible use of data
by financial institutions.

Further, the Reserve Bank of India (RBI) and other financial
sector regulators continued to examine conduct and customer
protection risks in distribution arrangements, including third-
party product solicitation by banks, with increased emphasis
on suitability assessment, customer awareness, transparency,
and prevention of mis-selling practices.

FY26 also witnessed a significant taxation reform for the life
insurance sector with exemption of Goods and Services Tax
(GST) on individual life insurance products. This landmark
reform is expected to improve affordability and accessibility
of life insurance products, strengthen the overall customer
value proposition, and support deeper insurance penetration
across customer segments. The exemption is also expected
to provide a meaningful long-term growth impetus to the
industry by encouraging higher adoption of protection,
savings, and retirement solutions, aligned with the broader
national objective of enhancing financial security and
insurance inclusion.

The new labour codes introduced during FY26 are expected
to further streamline compliance requirements and enhance
workforce welfare.

Against this evolving regulatory backdrop, your Company
continued to strengthen its governance framework,
compliance architecture, risk management practices, digital
controls, and policyholder-centric processes. Your Company
remains committed to maintaining the highest standards of
governance, transparency, ethical conduct, and regulatory
compliance, while proactively adapting its systems,
processes, and operating model to align with emerging
regulatory expectations and industry best practices.

ABOUT YOUR COMPANY
Company Performance in FY26

During FY26, your Company delivered a strong performance,
improving its ranking to 9^th among private life insurers,
reflecting sustained growth momentum and increasing
competitive relevance.

Individual Weighted Premium Income (WPI) grew by
19%, significantly ahead of private sector growth of 12%
and industry growth of 10%, demonstrating consistent
outperformance. Over FY21 to FY26, your Company has
delivered a 20% CAGR in Individual Weighted Premium

Financial Performance

The key financial parameters for the financial year ended 31^st March 2026 are summarized below:

Particulars	FY26	FY25
A) New Business Premiums
First Year Premium	2,585	2,173
Single Premium	1,332	948
B) Renewal Premiums
Renewal Premium	6,129	4,906
Total Premium Income	10,046	8,027
Profit before tax	141	128
Profit after tax	127	117
Net Worth	1,605	1,517
Other key parameters
Individual number of policies (in numbers)	208,220	194,121
Persistency Ratio - 13th month	85.4%	82.5%
Asset under management	46,118	41,166
Expenses of Management ratio	18.7%	18.7%
Annualized premium equivalent	2,799	2,339
Value of New Business	627	446
VNB Margin	22.4%	19.1%
Embedded Value	7,233	6,111
Solvency Ratio	190%	206%

Income (WPI), compared to 16% for the private sector and
12% for the industry.

Market position strengthened further, with your Company’s
industry market share at 2.0% and private sector market
share at 2.7%, reflecting increasing customer acceptance
and strengthening brand equity.

Your Company continues to strengthen its position as a fast¬
growing, customer-focused and digitally enabled insurer, with
a scalable and increasingly diversified business model.

Financial Strength and Operational Excellence

Value of new business (VNB) for FY 26 stood at '' 627 crore,
reflecting a 41% growth. New business margin for the year
stood at 22.4%. Your Company successfully managed
to contain the impact of GST-related regulatory changes.
Embedded Value (EV) stood at '' 7,233 crore as on 31^st March
2026, with an operating return on EV of 20.7% for FY26.

The Company reported stable financial performance,
delivering its 14^th consecutive year of profitability with profit
after tax of '' 127 crore, while retained earnings increased to
'' 530 crore. The operational efficiency remained robust, with
an expense ratio of 18.7%.

Assets Under Management (AUM) grew by 12%, crossing
'' 46,000 crore, reflecting growing customer trust and
increasing scale of operations.

This combination of profitability, efficiency, and scale is
enabling operating leverage and positioning the Company to
deliver sustainable long-term value for stakeholders.

Strengthening distribution footprint

To support its growth, your Company is transitioning
towards a diversified, multi-channel distribution model. While
bancassurance remains its key strength, supported by access
to 18,356 bank branches and over 120 million customers,
your Company is expanding into other distribution channels.

The launch of the Agency channel marks a key milestone,
with ~500 distributors onboarded and '' 14 crore of Individual
Weighted Premium Income (WPI) generated in the initial
phase. Expansion across partnerships, brokers, and digital
platforms is further enhancing reach and access to new
customer segments.

This transition is expected to create a more resilient and
future-ready distribution model for your Company, improving
growth visibility, enhancing penetration, and reducing
concentration risk.

Listing of the shares of the Company

During FY26, your Company’s equity shares were listed on
National Stock Exchange of India Limited (NSE) and the
Bombay Stock Exchange (BSE) on 17^th October 2025, with an
oversubscription of ~2.3x, pursuant to an Initial Public Offer
(IPO) comprising 23,75,00,000 equity shares of face value of
'' 10 each, offered through an Offer for Sale by Canara Bank
- 13,77,50,000 equity shares and HSBC Insurance (Asia-
Pacific) Holdings Limited - 47,50,000 equity shares and by
Punjab National Bank - 9,50,00,000 equity shares.

The listing enhances visibility and reinforces your Company’s
commitment to governance and transparency, while also
providing access to capital markets to support future growth.
It represents a significant step in your Company’s evolution
towards building a scalable, institutionally backed franchise.

As a result, the Company ceased to be a subsidiary of Canara
Bank during FY26.

ISO CertificationISO 9001:2015 (a globally recognized standard for
Quality Management Systems)

During FY26, your Company successfully completed the
surveillance audit II as per ISO 9001:2015 standard. This
further establishes your Company’s vision of keeping
customer interest at its core with a constant endeavour
to enhance the quality management system in its product
design and development, customer service and operations.

ISO 27001:2022 (a globally recognized standard for
Information Security Management Systems)

During FY26, your Company successfully completed the
surveillance audit I for ISO 27001:2022 certification. This is a
key milestone in your Company’s ongoing efforts to strengthen
data security, enhance risk management practices, and
drive continuous improvement across the organization. The
surveillance process involved a comprehensive evaluation
of the Company’s information security policies, procedures,
controls, and monitoring mechanisms, ensuring alignment
with international best practices. This accomplishment
positions your Company to better manage evolving cyber
risks and further supports its strategic objective of delivering
secure, resilient, and responsible business operations.

Building a Customer-First Delivery Model

Your Company remains firmly committed to delivering a
superior and consistent customer experience by ensuring
seamless service across all customer touchpoints.
Recognising the evolving preferences and behaviours of
customers, your Company continues to prioritise a frictionless
and intuitive experience throughout a policy lifecycle.

This commitment is embedded in every customer interaction
from initial engagement, through ongoing servicing, ensuring
adherence to the highest standards of service quality.

Your Company has instituted structured mechanisms to
regularly capture customer feedback and align internal
processes, thereby enabling it to meet and exceed customer
expectations. Continuous improvement in service delivery
remains a key focus area.

By leveraging advanced technologies and adopting innovative
solutions, your Company proactively anticipates changing
customer needs and responds with agility, reinforcing its
customer-first philosophy and strengthening long-term
customer relationships.

Key Customer Experience Initiatives

During the year under review, your Company further
strengthened its customer service capabilities by building upon
its digital ecosystem and integrating advanced technologies,
including Artificial Intelligence and Generative AI, to enhance
operational efficiency and customer engagement.

Your Company introduced an option to login claims through the
Customer App. This has streamlined the customer experience
by reducing turnaround time for straightforward claims.

Your Company witnessed strong growth in digital adoption
by customers during the year. Customer registrations on
the Customer App increased to 5.5 lakh, with 1.88 lakh new
registrations added during the year, compared to 1.16 lakh
registrations in the previous year. This reflects increasing
customer preference for digital self-service channels.

During the year, your Company further strengthened and
scaled its Generative AI-powered Underwriting (UW)
Co-Pilot, reinforcing its digital transformation agenda and
underwriting excellence.

Your Company continues to see high and sustained adoption
of self-service features across its digital platforms. Over 80%
of all service requests available on your Company’s Customer
Portal and App are now being initiated and completed
through Do-it-yourself (DIY) options. This has resulted in
faster turnaround times, reduced dependency on manual
intervention, and enhanced customer empowerment.

These initiatives collectively reinforce your Company’s
customer-first approach by enhancing accessibility,
transparency, and engagement across the service lifecycle. By
combining digital automation with active customer feedback
mechanisms, your Company continues to strengthen service
quality, operational efficiency, and regulatory compliance,
while delivering a superior customer experience.

Your Company achieved a Transactional Net Promoter
Score (TNPS) of 80 during FY26, the highest ever, reflecting
the effectiveness of its customer-centric strategy and its
sustained focus on delivering service excellence.

Details of benefit payouts during the year and those outstanding at year-end are provided below:

S. No				Benefit Claim Payouts (survival claims)
	Claims	Death Claims	Maturity	Survival Benefit	Annuities/ Pension	Surrender	Other Benefits
1	Claims outstanding at the beginning of the period	0	3579	3904	5488	646	1412
2	Claims reported during the period	15131	7364	39158	72938	27846	13603
3	Claims settled during the period	15074	7294	35955	49835	27873	12674
4	Claims repudiated during the period	57	0	0	0	0	1
5	Claims rejected during the period	-	0	0	0	0	0
6	Claim transferred to unclaimed account	-	0	0	0	0	0
7	No. of claims settled during last financial year but paid during the current financial year	-	3276	1493	4787	166	468
8	Claims outstanding at end of the period	-	3649	7107	28591	619	2340

Product Portfolio

During the year under review, your Company continued to
advance its product strategy with a clear focus on sustainable
growth, disciplined innovation, and long-term customer value
creation. The product portfolio was further strengthened to
identify and address white-space opportunities, enhance our
relevance across customer life stages, and enable resilient
growth in new business. Product development remained
closely aligned with customer insights, distributor feedback,
and market competitiveness, ensuring your Company is
responsive to evolving protection, savings, retirement, and
wealth trends in the life insurance market.

Your Company continues to maintain a balanced mix across
traditional savings plans, unit-linked solutions, retirement and
annuity offerings, and pure protection plans. This balanced
approach supports stable profitability, effective capital
management, and the ability to serve customers across
varying risk profiles and financial aspirations.

During FY26, your Company introduced a suite of new
products and modifications aimed at deepening its presence
in the savings-to-wealth continuum and strengthening
retirement and income-led propositions:

• Promise4Life, a participating traditional life insurance
plan, was launched to address long-term financial
security needs through a combination of assured income
and participation in surplus. The product is positioned
to support disciplined savings, family protection, and
inter-generational financial planning, while reinforcing your
Company’s presence in the par savings segment.

• IncomeNow was introduced to meet the growing demand
for guaranteed income solutions. Offering assured income
along with life insurance cover, the product supports
customers seeking certainty in cash flows for wealth
preservation and retirement income planning, thereby
strengthening your Company’s income-oriented portfolio.

• Legacy Builder was launched as a retirement and
post-retirement solution, enabling customers to build a
retirement corpus and generate income thereafter, with
the potential for equity participation during accumulation.
The product is designed to provide long-term capital
growth, addressing the evolving retirement planning needs
of customers.

• Promise4Wealth, a unit-linked individual life insurance
plan, was introduced to provide life cover combined with
flexible investment choices. The product enables customers
to pursue long-term wealth creation, retirement planning,
and legacy objectives through market-linked growth,
reinforcing your Company’s product value proposition.

Alongside new product introductions, your Company
undertook focused initiatives to refresh, refine, and future-proof

its existing portfolio. Select traditional savings and retirement
products were enhanced with improved features and
customer-centric benefits to maintain competitiveness and
attractiveness. Your Company also continued to strengthen
its protection and rider portfolio, enabling modular and
comprehensive coverage solutions that are adaptable to
customer needs across life stages.

Your Company remains committed to continuous innovation,
driving growth through enhanced product offers and prudent
portfolio management, ensuring that its product suite remains
relevant, competitive, and well-aligned with customers’
evolving financial goals, while supporting sustainable
long-term growth and profitability.

As at the end of the FY26, your Company’s product suite
held 9 unit linked, 2 participating and 13 non-participating
products, along with 8 products on the Group platform and
3 rider options.

Policyholders’ Bonus

The Company announced policyholders’ bonus, including
regular reversionary and cash bonuses, interim bonus and
terminal bonuses, for participating policyholders.

Reversionary Bonus amounting to '' 242 crore was allocated to
the participating policyholders for the year ended 31^st March
2026. In addition, a payment of '' 29 crore was made towards
interim, terminal and cash bonus during the financial year.

Policyholder Claims

The Company continues to make steady progress on its
strategic priority of digitally transforming the claims journey,
with a clear focus on enhancing customer experience,
improving transparency, and reducing turnaround time.

Real-time claim status visibility has been enhanced, improving
transparency and customer engagement. Straight-through
processing (STP) capabilities have also been expanded,
supported by end-to-end digital workflows, resulting in
reduced manual intervention and faster claim settlements.

These initiatives position the Company to deliver a scalable,
efficient, and customer-centric claims experience, while
reinforcing operational discipline and governance.

Aligned with its Treating Customers Fairly (TCF) philosophy,
the Company remains committed to providing timely and
effective support to policyholders and their families, with a
focus on a seamless and hassle-free claims experience.

During FY26, the settlement ratio for individual death
claims was 99.52% and at an overall basis (including group
business), was 99.62%.

Rural and Social Sector Obligations
Rural Sector: Your Company has covered 2,23,694 lives
against a target of 1,70,594 lives. The Company has achieved
the target of 15% in 192 Gram Panchayats allocated by IRDAI.

Social Sector: Your Company has covered 21,68,498 lives
(including both retail and group business) against a target of
12,02,475 lives (comprising 10% of the total of Group Lives
and Retail Policies).

Brand update

During the FY26, your Company strengthened its brand
equity and expanded its reach through high-impact, insight-
led marketing initiatives, reinforcing its positioning as a
trusted and contemporary partner to help fulfil promises for
customers’ families.

A key milestone was the onboarding of India’s premier
cricketer Jasprit Bumrah and sports presenter Sanjana
Ganesan, as the Company’s first-ever celebrity brand
ambassadors. Their association brought alive the brand’s
core values of trust, discipline, reliability and commitment,
enabling deeper emotional resonance across customer
segments. The integrated brand campaign featuring the
ambassadors was rolled out across television, digital, social
and outdoor platforms, delivering large-scale reach and strong
engagement, improving brand awareness by 17 points.
The campaign exceeded the targeted TV Gross Rating Points
and overall reach in the target segments (TV Digital).

Your Company continued to leverage emotion-led, digital-
first storytelling to build meaningful connections. Purpose-
driven campaigns anchored in real-life conversations,
family dynamics and financial responsibility resonated
strongly with audiences. Social media platforms witnessed
sustained traction, supported by a content mix focused on
education, topical relevance and employee advocacy,
enhancing brand authenticity and credibility. Company’s
social community grew considerably with LinkedIn achieving
1 lakh followers, Instagram reaching 60,000 (2x) followers and

YouTube grew to 2 lakh subscribers (an increase to 5x) during
the year, reflecting increasing preference for long-form, value-
led insurance education and awareness content.

Innovation continued to be central to our marketing vision.
The adoption of Al-led capabilities such as AI-generated
videos, virtual avatars, and automated content workflows,
enabled faster turnaround, regional customization and
improved consistency across channels. Technology-
led customer omnichannel communication initiatives,
delivered higher engagement rates and improved customer
experience outcomes.

A notable highlight was the launch of Promises Forever, a
public interest financial awareness initiative, highlighting the
belief that our promises should endure beyond one’s lifetime.
It addressed the issue of unclaimed financial benefits in
India and encouraged families to start an open conversation
around financial details. Built on a social experiment format
and supported by a digital pledge movement, the campaign
achieved 17.5 million views.

Marketing efforts supported multiple successful launches
across protection, savings, pension and unit-linked
segments. Integrated 360-degree campaigns, combining
digital amplification, distributor enablement and on-ground
activations, ensured strong visibility and traction.

Your Company also deepened stakeholder engagement
during its IPO through sustained public relations and outreach
efforts, resulting in strong share of voice, extensive national
and regional media coverage, and enhanced visibility for
senior leaders.

Through these integrated efforts, your Company reinforced
its promise of long-term protection, trust and partnership. By
combining emotional storytelling, technology-led innovation
and purpose-driven communication, the brand remains well
positioned to support sustainable growth while staying firmly
anchored in a customer-first philosophy.

Investments

FY26 proved to be a challenging and transitional year for
Indian equity markets, shaped largely by external shocks
rather than domestic macro weakness. After several years of
strong outperformance, Indian equities went through a phase
of valuation reset and heightened volatility, resulting in muted
to negative benchmark returns for the year.

The global backdrop was marked by elevated geopolitical
uncertainty, and rising trade frictions. These factors together
weighed on risk appetite across emerging markets, with
India-given its premium positioning-experiencing sharper
corrections during risk-off phases. The most dominant
headwinds during FY26 stemmed from external macro and
geopolitical developments. The escalation of tensions in
West Asia led to a sharp increase in crude oil prices, reviving
concerns around inflation, current account dynamics, and
fiscal stability. This resulted in heightened global risk aversion
and periodic spikes in market volatility through the year.

Alongside geopolitics, global trade challenges emerged as a
significant additional drag on sentiment mainly characterised
by higher tariffs and tightening of non-tariff barriers &
increased protectionist policies across major economies.

In India, fixed income markets were supported by benign
inflation trajectory, stable macro fundamentals and active
liquidity support by the Reserve Bank of India. However,
the pace of yield compression moderated compared to the
earlier phase of the cycle, as markets balanced expectations
of incremental policy easing against Government borrowing
requirements for FY27 and evolving geopolitical dynamics.
During FY26, the benchmark 10-year Government of India
bond yield traded within a range of 6.20% and 6.78% from
April 2025 through February 2026, as domestic inflation
remained contained and monetary policy expectations
stayed broadly stable. However, yields moved sharply higher
towards the end of the fiscal year, with the benchmark
closing at 7.035%, driven by heightened global risk aversion
following an escalation of geopolitical tensions, which led to
a spike in crude oil prices and a corresponding reassessment
of inflation and macro-stability risks.

High returns are generated by buying assets when fear
drives prices down, while low returns follow buying during
euphoric, high-priced markets. Emotional discipline, or
avoiding the herd, is key to capitalizing on these cycles.
From an investment perspective, FY26 reinforced the
importance of discipline, valuation sensitivity, and quality
bias. Domestic institutional flows remained a stabilising force
through the year, helping cushion market declines during
periods of intense foreign selling. The correction during the
year helped create more reasonable entry points across
several high-quality businesses, improving the medium-term
risk-reward profile for long-term investors. As macro visibility
improves and global uncertainties recede, Indian equities
remain well-positioned to benefit from long-term structural
growth drivers.

Your Company offers a diversified range of traditional and
unit-linked products to support customers in achieving their
financial goals and continues to expand its fund offerings
and introduce competitive savings and protection solutions
during the year. Investments are managed in accordance with
the Investment Policy, Asset-Liability Management Policy and
respective fund objectives, with a prudent and well-diversified
approach within the defined risk-reward framework to support
long-term sustainable performance.

Your Company continues to focus on prudent investing and
disciplined risk management to deliver consistent long-term
performance, safeguard policyholder interests and create
sustainable value for its customers.

People & Leadership Development: A Strategic L&D
Perspective

At the heart of sustainable organizational growth lies a
robust People and Leadership Development strategy. Your
Company’s commitment to nurturing talent is reflected in
its structured approach to capability building, with a strong
emphasis on developing high-potential individuals and
strengthening the leadership pipeline.

Your Company fosters a people-centric culture rooted in
inclusivity, empowerment, and performance and emphasizes
attracting, developing, and retaining talent through structured
programs that value diversity across tenure, roles, education,
gender, age, and background. It promotes a “For All” culture
that spans hiring, onboarding, and continuous learning,
with tailored benefits and development opportunities that
support both personal and professional growth. By investing
in continuous learning and leadership development, your
Company enhances employee engagement, supports career
progression, and significantly improves talent retention.

The Company’s consistent recognition as a Great Place
to Work for five consecutive years, along with the notable
achievements of being ranked among the Top 100 Best
Companies to Work For in India 2026 and the Top 25 Best
Places to Work in the BFSI sector, is a testament to the
effectiveness of its people and culture initiatives and their
positive impact on employee engagement and satisfaction.

STATEMENT IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial
controls commensurate with the size, scale and complexity
of its operations. During the year under review, your Company
had engaged an external firm to review adequacy and
working effectiveness of internal financial controls within
your Company, based on the requirements of the Companies
Act, 2013 and the guidance note issued in this regard by the
Institute of Chartered Accountants of India.

As per the review conducted, the overall framework for
internal financial controls was generally found to be effective.
The results of the review were also placed before the Audit

Committee and the Board in their respective meetings held
on 28^th April 2026.

Further, the statutory auditors also provided an audit opinion
on adherence to internal financial controls over financial
reporting. As per opinion of our joint statutory auditors, the
Company has, in all material respects, adequate internal
financial controls over financial reporting in its financial
statements and such internal financial controls were operating
effectively as at 31^st March 2026 based on Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.

CEO/ CFO CERTIFICATION

In terms of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [Listing Regulations], the
certificate by the Managing Director & Chief Executive Officer
and the Chief Financial Officer on the financial statements
and internal controls relating to financial reporting has been
obtained and was placed before the Audit Committee and the
Board on 28^th April 2026.

RISK MANAGEMENT FRAMEWORK

As your Company operates in the business of providing
financial protection to its customers, a robust and well-
embedded risk management framework is fundamental to
its operations. Over time, your Company has strengthened its
risk management framework to support sound governance
across the organisation and to ensure that risk management
remains an integral part of day-to-day decision-making and
operations at all levels.

Effective risk management strategies and policies are
essential to the Company’s success. Risk is inherent in all
business operations, particularly in the financial services
sector. The Company is exposed to a range of risks, and
its risk management framework supports informed decision¬
making and timely mitigation, helping prevent any undue
increase in risk exposure.

In line with section 134(3)(n) of the Companies Act, 2013,
your Company has included a description of the risk
management framework in the notes to accounts forming
part of the financials statement for FY26, and also as part of
the Management Discussion & Analysis Report, which forms
part of the Annual Report.

FINANCIALS
Transfer to Reserves

Your Company has made a profit after tax of '' 127 crore
during FY26, which was carried forward to the reserves. Your
Company had accumulated profits of '' 530 crore as on 31^st
March 2026.

Solvency Margin

Your Company has maintained a healthy solvency margin
consistently with Solvency Ratio of 190%, as on 31^st March
2026, well above the regulatory limit of 150%.

Share Capital

The issued, subscribed and paid-up share capital of the
Company as at 31^st March 2026 is '' 9,50,00,00,000 comprising
of 95 crore equity shares having face value of ''10 each.

Debentures issued during FY26

During FY26, the Company issued 25,000 rated, listed,
redeemable, unsecured, subordinated, taxable, fully paid-
up, non-cumulative, non-convertible debentures, as per the
details given below:

Particulars	Issue details
Date of allotment of the securities	13th March 2026
Number of securities	25,000
Whether the issue of the securities was by way of preferential allotment, private placement or public issue	Private placement
Brief details of the debt restructuring pursuant to which the securities are issued	Not applicable
Issue price	'' 1,00,000 per debenture
Coupon rate	8.15% per annum
Maturity date	13th March 2036, subject to exercise of any call option by the Company
Amount raised	'' 250 crore

The funds raised by the Company through issue of non¬
convertible debentures, have been fully utilized towards
augmenting the Company’s solvency margin and for general
business activities.

Credit Rating

Type of	Name of the	Rating	Date of the
Instruments	Rating Agency Assigned		Letter
Unsecured, subordinated, listed,	CARE Ratings Limited	AA ; Stable	23rd February 2026
rated, redeemable, non-cumulative, fully paid-up, non-convertible debentures aggregating to '' 250 crore	CRISIL Ratings Limited	AA ; Stable	19th February 2026

During the year, CARE Ratings Limited re-affirmed the rating of
AAA (Stable) on the general creditworthiness of the Company.

Dividend and dividend distribution policy

Your Company paid final dividend of '' 0.40 per equity share
of face value '' 10 each for FY25 amounting to '' 38 crore.

The Board of Directors of your Company have recommended
a final dividend of '' 0.40 per equity share of face value of '' 10
each, for FY26 in its meeting held on 28^th April 2026, subject
to approval of the members of the Company at their annual
general meeting.

The Record Date fixed for determining entitlement of members
to final dividend, if approved at the annual general meeting,
is 14^th August 2026.

Your Company has formulated a ‘Dividend Distribution Policy’
which has been approved by the Board. In terms of Regulation
43A of the Listing Regulations, the ‘Dividend Distribution
Policy’ is hosted on the website of the Company which can
be accessed by this link athttps://www.canarahsbclife.com/
investor-relations/policies-and-code-of-conduct.

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

Your Company was not required to transfer any amount
towards the Investor Education and Protection Fund
during FY26.

Particulars of loans, guarantees or investments

The provisions of Section 186(4) of the Companies Act, 2013,
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.

Public deposits

During the year, your Company has not accepted any deposits
under Section 73 of the Companies Act, 2013.

Update on implementation of Ind-AS

On 30^th March 2026, IRDAI issued the IRDAI (Actuarial,
Finance and Investment Functions of Insurers) (Amendment)
Regulations, 2026 (“Amendment Regulations”) mandating
preparation and reporting of financial statements in accordance
with Indian Accounting Standards (Ind AS), effective 1^st April
2026, along with parallel reporting of financial information to
IRDAI as per current reporting framework for two years. IRDAI
also allowed transitional relief via forbearance for a period of
one year for insurers.

Your Company’s Ind-AS implementation roadmap was
aligned to the earlier notified intended timeline of 1^st April
2027 and progressing accordingly. The Company has applied
to IRDAI for forbearance for a period of one year.

The Ind-AS implementation programme is being managed
through Steering Committee comprising of Chief Financial
Officer, Appointed Actuary, Chief Risk Officer, Chief Investment

Officer and Chief Operating & Technology Officer. Progress
updates are presented to the Audit Committee of the Board
on periodic basis.

Particulars of contracts or arrangements with
related parties

During the year, there were no material
transactions with related parties, which were
not in the ordinary course of business or not on an arm’s
length basis. Accordingly, no disclosure is made in respect of
related party transaction in Form AOC-2 in terms of Section
134 of the Companies Act, 2013 and Rules framed thereunder.

The Company has in place a Policy on Materiality of
Related Party Transactions and Dealing with Related Party
Transactions, and the same is reviewed annually and/or as
and when need arises by the Audit Committee and the Board.
It ensures proper approval and reporting of the concerned
transactions between the Company and related parties.

As per Accounting Standard (AS) 18 on ‘Related Party
Disclosures’, the details of related party transactions
entered into by the Company are also included in the Notes
to Accounts.

The details of difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof

During the year under review, your Company has not availed
any loan from any Banks or Financial Institutions and
therefore, no valuation was carried out.

Foreign Exchange Earnings and Outgo

Particulars	FY26	FY25
Foreign Exchange Earnings and Outgo
- Earnings	Nil	Nil
- Outgo	163.8	37.6

AUDIT/ AUDITORS
Statutory auditors

During the year, Comptroller and Auditor General of India
(C&AG) appointed M/s Brahmayya & Co. and M/s Raj Har
Gopal & Co., as joint statutory auditors of the Company
for the FY26. The joint statutory auditors hold office till the
conclusion of the 19^th annual general meeting.

Since the listing of the shares of the Company, the provisions
of section 139(5) of Companies Act, 2013 do not apply to
the Company and accordingly, the statutory auditors will
now be appointed by the members at the annual general
meeting, according to the provisions of section 139(1) of the
Companies Act, 2013 and IRDAI (Corporate Governance for
Insurers) Regulations, 2024.

The Board of Directors has approved and recommended
the appointment of the following joint statutory auditors,
subject to approval by the members at the ensuing annual
general meeting:

- M/s Brahmayya & Co. and

- M/s Bhaskara Rao & Co.

Auditor’s report

Your Directors have examined the joint statutory auditors’
report on financial statements for FY26. The report is self¬
explanatory and does not call for any comments under
section 134(3)(f) of the Companies Act, 2013 as the report
carries no qualifications/ adverse remarks/ reservations/
disclaimers. There were no reportable frauds identified by
the auditors during FY26.

Secretarial auditors

The members at their annual general meeting held on 25^th
September 2025, had appointed M/s Chandrasekaran
Associates, Company Secretaries, to undertake the secretarial
audit of your Company for a term of 5 (Five) consecutive years,
to hold office from the conclusion of the 18^th annual general
meeting till the conclusion of the 23^rd annual general meeting
of the Company to be held in the financial year 2030-31.

The secretarial audit report issued by M/s Chandrasekaran
Associates is hereby annexed as Annexure A and forms part
of this report. There are no qualifications/ adverse remarks/
reservations/ disclaimers in the report.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of the Section 148(1) of
the Companies Act, 2013 are not applicable on the business
activities carried out by the Company.

FOCUS ON SUSTAINABILITY

Corporate Social Responsibility (CSR) and
Sustainability

Giving back to society has been a core belief of your Company
since its inception and continues to guide its approach to
social responsibility. Your Company follows a long-term,
shared-value approach to community and social investment
to maximise impact and ensure sustainability of its initiatives.
Its social and environmental projects are need-based, aligned
with Government priority areas, and guided by the United
Nations Sustainable Development Goals (SDGs).

Your Company has a well-structured and comprehensive CSR
programme. During FY26, its CSR initiatives were focused on
three areas — Education & Skill Development, Environment,
and Health. In line with its CSR objectives and Schedule VII
of the Companies Act, 2013, your Company identified eight
projects, of which seven were implemented in partnership

with like-minded NGOs and one was executed directly by
the Company.

Through its diverse educational initiatives including
strengthening infrastructure to ensure quality learning, your
Company supported more than 3,300 children - covering
children with disabilities, those from rural areas, urban slums,
and migrant communities. These efforts enhanced access
to education and promoted inclusion by offering remedial
classes, creating student-friendly infrastructure, providing
holistic support, and fostering life-skills development.

Your Company’s skill development and livelihood programmes
have played an important role in empowering individuals
and communities by equipping them with employable skills
and livelihood opportunities. Through these CSR initiatives,
more than 500 beneficiaries were supported, of whom
approximately 45% were women.

As part of its environmental initiatives, your Company
focused on building climate-resilient farming communities
and promoting sustainable rural development through the
Biovillage concept under its CSR projects. Through capacity¬
building programmes, nearly 600 beneficiaries were supported
in adopting sustainable farming practices and climate-
resilient livelihood opportunities. In addition, more than 3,800
saplings were planted to support water conservation, improve
groundwater levels, and enhance green cover.

The healthcare intervention successfully provided eye care
services to over 2,000 individuals living in rural communities,
with over 300 beneficiaries receiving cataract surgeries.

Your Company’s commitment to social responsibility is
reflected in its employee volunteering programmes—
Protsaahan, EachOneTeachOne and Sashakt. Under
Protsaahan, employees participated in skill-based
volunteering with project beneficiaries. Through
EachOneTeachOne, employees served as mentors, providing
academic guidance and support to underprivileged children.
Sashakt is a dedicated volunteering initiative focused on
the welfare of persons with disabilities. Your Company also
promoted financial literacy in local languages to more than
1,200 beneficiaries.

During FY26, your Company invested close to 1,600 employee
volunteering hours on social initiatives thereby impacting over
3,000 project beneficiaries.

The details of the projects undertaken during the year on the
CSR activities for FY26, are annexed herewith as Annexure B.

Environmental, Social and Governance (ESG)

Your Company is committed to integrating Environmental,
Social and Governance (ESG) considerations into its business
strategy and operations to create long-term value for all
stakeholders, including policyholders, employees, investors,
communities and the environment.

Particulars of Conservation of Energy and Technology Absorption

Information as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is as under:

a. Conservation of Enerav

i. The steps taken or impact on conservation of energy	During the year, your Company continued to leverage IPM technology (Intelligent Power Management) for fine-grained, non-intrusive power management across all hardware. This technology senses ‘applications’ and optimizes power according to the needs of each application by intelligently managing power in components. It continues to be helpful in ensuring that power is automatically managed and saved without user intervention. The Company has also chosen its primary cloud provider, which promotes energy conservation and sustainability through several strategies. By choosing Cloud infrastructure, the Company reduces its carbon emissions and also invests in renewable energy sources with efficient data centre designs to further minimize environmental impact. Systems designed for a cloud native setup in combination with cloud tools and services help in optimizing cloud workloads and tracking of carbon footprint. This has reinforced your Company’s commitment to conservation of energy with sustainability through Green IT and helps in conservation of energy across the data centre and workstations in use. With a paperless process for digital customer onboarding and servicing of customers across the Company with increased DIY services, the Company has substantially reduced the use of paper to further environmental conservation. Energy Consumption Reduction Initiatives Enhancing Energy Efficiency: Your Company is committed to improving the energy efficiency of its office and workplace environments through the adoption of energy-saving appliances, LED lighting solutions, and improved insulation. Additionally, the Company is actively promoting awareness among employees to switch off computers, lights, and other equipment when not in use. Automated sensor systems have been installed across all cabins, meeting rooms, and training rooms to ensure lights and devices are powered down when spaces are unoccupied. Green Building Initiatives: The Head Office of your Company has been equipped with a 25 KVA solar power system integrated with an on-grid feeding mechanism, thereby reducing reliance on conventional energy sources. Furthermore, Corporate Office of your Company operates within a GOLD LEED-certified building, underscoring our commitment to sustainable building practices. Implementation of IoT Devices: Your Company is currently in the process of deploying Internet of Things (IoT) devices to enable real-time monitoring of energy consumption at its major branches. This initiative aims to identify and mitigate energy losses effectively, leading to optimized energy management. Further details on energy conservation are also appearing on sections on ESG initiatives elsewhere in the Annual Report.
ii. The steps taken by the Company for utilising alternate sources of energy	As mentioned above
iii. The capital investment on energy	The Company co-located data centre is recognized as best-in-class in energy conservation,
conservation equipment	thereby contributing to energy conservation measures.

i. The efforts made towards technology absorption.	• Your Company has through careful assessment and evaluation started using enterprise Gen AI platforms with leading cloud providers.
	• Your Company has been a frontrunner in evaluating and using Agentic AI framework supporting underwriting decisions executing as co-pilot for underwriters.
	• Your Company has also started using Gen AI for efficiency in software development lifecycles.
	• Your Company, with its systems built on new age micro services architecture and extensive API services, transformed the landscape to be open for integration.
	• Your Company, through SDK-based enablement, has integrated its servicing capability to Bank customers on the Banking app and continues to focus on automation for improved customer experience. New DIY capabilities for customers have been added.
	• Processes including video KYC and eKYC with auto review have been introduced to all touch-points to improve customer experience.
	Your Company has been operating with majority of transaction processing systems on cloud or using cloud services providing higher resilience, scalability, and maintaining the performance levels of the system as it plans to have most of the infrastructure on cloud in the following year.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution.	Other technological initiatives such as use of Gen AI for SDLC, case summarization for underwriters, digital profile review of customers for risk assessment, and continued focus on robotic process automation have resulted in operational efficiency as your Company’s continued focus on customer experience enhancement and sustainable growth.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -	Not Applicable
a. The details of technology imported b. The year of import c. Whether the technology been fully absorbed
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
iv. The expenditure incurred on Research and Development	Not Applicable

Your Company’s ESG philosophy is guided by the
following principles:

- Environmental: Your Company is committed to
minimising its environmental footprint and promoting
sustainability through conservation, carbon reduction,
environmentally responsible processes, sustainable
investments, and effective waste management.

- Social: Your Company is committed to building a strong
and diverse workforce and contributing positively to the
communities in which it operates. Its social priorities

include diversity and inclusion (D&I), employee wellbeing,
customer focus, and community engagement.

- Governance: Your Company upholds high ethical
standards and a robust corporate governance framework,
with a focus on ethical conduct, values-based behaviour,
risk management, and sound governance practices.

Business Responsibility and Sustainability Report (BRSR)
on Environmental, Social and Governance (ESG) disclosures
as stipulated under Regulation 34 of the Listing Regulations
have been hosted on the website of the Company and also
forms part of the Annual Report in a separate section.

b. Technology AbsorptionCORPORATE GOVERNANCE

Your Company firmly believes in being a good corporate
citizen and is committed to sound corporate practices,
maximizing shareholder value and providing superior
customer experience, ethically and on a sustainable basis.
It endeavors to achieve the highest standards of corporate
governance through consciousness, fairness, transparency
and professionalism, thereby leading the way for long term
success of the Company.

Your Company has a Board approved Corporate Governance
Policy which is in accordance with the IRDAI Corporate
Governance Regulations and the requirements of the
Companies Act, 2013, Listing Regulations as well as the
Articles of Association.

The Corporate Governance Report containing disclosures
required to be made under the Companies Act, 2013,
Listing Regulations as well as the regulatory requirements
is annexed hereby as Annexure C and forms part of this
report. A certificate certifying compliance with the regulatory
requirements, is annexed hereby as Annexure D and forms
part of this report.

BOARD OF DIRECTORS

As on the date of signing of this report, the Board of Directors
comprises of 11 Directors, including 6 Independent Directors,
4 Non-Executive Directors and 1 Executive Director. The
Managing Director & Chief Executive Officer is the only
Executive Director.

The details of the Board and Committee meetings and the
attendance of Directors thereat, form part of the Corporate
Governance Report which is annexed as Annexure C.

Name	Particular	Designation	Director Identification Number (DIN)	Date of appointment
Dr Rabi Narayan Mishra	Appointment	Independent Director	09435887	14th April 2025
Mr Animesh Chauhan	Appointment	Independent Director	02060457	14th April 2025
Mr Bhavendra Kumar	Appointment	Non-Executive Director	10401479	13th June 2025
Mr Santanu Kumar Majumdar	Appointment	Non-Executive Director	08223415	19th July 2025

Name	Reason of cessation	Director Identification	Date of Cessation with
		Number (DIN)	effect from
Mr Debashish Mukherjee	Resigned as a Director upon attaining superannuation from promoter bank	08193978	1st June 2025
Mr K Satyanarayana Raju	Resigned as a Director & Chairman upon attaining superannuation from promoter bank	08607009	1st January 2026

Changes in Directorships

During FY26 and up to the date of this report, the following changes were made in the Board of Directors of your Company:
i) Details of the Directors appointed

The above appointments were recommended by the Nomination and Remuneration Committee (NRC) and approved by the
Board and have also been approved by members at general meetings.

Your Company has received the requisite disclosures and undertakings from all the Directors in compliance with the provisions
of the Companies Act, 2013 and the IRDAI Corporate Governance Regulations.

ii) Details of cessation/ resignation of Directors

The Board would like to place on record its sincere
appreciation for the guidance and support provided by these
Directors during their tenure.

Retirement by rotation

In accordance with the provisions of Companies Act, 2013
and the Articles of Association, Mr Santanu Kumar Majumdar
(DIN - 08223415) and Mr Amitabh Nevatia (DIN - 10891350)
shall retire by rotation at the 19^th annual general meeting and
being eligible, offer themselves for re-appointment.

Independent Directors

As on the date of this Report, your Company has six
(6) Independent Directors on Board - Dr Kishore Kumar
Sansi, Mr Supratim Bandyopadhyay, Ms Geeta Mathur, Mr
Suryanarayana Somayajula, Dr Rabi Narayan Mishra and Mr
Animesh Chauhan.

The Independent Directors met separately during FY26, on
20^th July 2025, as per the terms of the requirements of the
Companies Act, 2013. The Independent Directors of your
Company have given confirmation that they meet the criteria
of independence as provided under section 149(6) of the
Companies Act, 2013 and said declaration was noted by the
Board of Directors at its meeting held on 28^th April 2026.

The Board is satisfied with the integrity, expertise and
experience, including proficiency, of all Independent Directors.

The Independent Directors have complied with the Code for
Independent Directors as prescribed in Schedule IV to the Act

and with the requirements of registration in ID databank as
prescribed by the Ministry of Corporate Affairs.

‘Fit and Proper’ Criteria

In accordance with the applicable IRDAI Regulations, Directors
of Insurers have to meet the ‘fit and proper’ criteria prescribed
by IRDAI. Accordingly, all the Directors of the Company have
confirmed compliance with ‘fit and proper’ criteria/ norms.
Also, the Company had received declarations from the
Directors in terms of Section 164 of the Act, confirming that
they are not disqualified from being appointed as Director
of any Company. Further, based on the disclosures and
confirmations received from the Directors, the Board is of
the opinion that the Directors of the Company are eminent
persons with integrity and have the necessary expertise and
experience to continue to discharge their responsibilities as
the Directors of the Company.

Evaluation of performance of the Board

Under the Companies Act, 2013, the performance of the
Board and its Committees as well as of individual Directors
is required to be evaluated annually.

Accordingly, your Company has in place a Board and
Directors’ Evaluation Policy, which was approved by the Board
on the recommendation of the Nomination and Remuneration
Committee (NRC). The Policy lays down a mix of self and
peer evaluation criteria through a rated questionnaire, which
addresses various facets of performance of the Board, its
Committees, and the individual Directors, including the
Chairman. The Policy and the questionnaire are also reviewed
by the NRC and the Board on an annual basis.

The questionnaire was circulated to all Directors and based
on the responses submitted by the Directors, the results of
the evaluation exercise were presented at the meetings of
the NRC and Board.

Directors & Officers (D&O) Liability Insurance

The Company has in place D&O Liability Insurance for its
Directors and other officers/ employees.

KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT

As on the date of signing of the report, the following were
the Key Managerial Personnel of your Company under the
provisions of the Companies Act, 2013:

- Mr Anuj Mathur, Managing Director & Chief Executive
Officer

- Mr Tarun Rustagi, Chief Financial Officer

- Ms Vatsala Sameer, Company Secretary & Compliance
Officer

In terms of the Corporate Governance regulations issued by
the IRDAI, the following employees of the Company held the
position of Key Managerial Person as on the date of signing
of the report:

- Mr Anuj Mathur, Managing Director & Chief Executive
Officer

- Mr Soly Thomas, Deputy Chief Executive Officer and
Chief Distribution Officer - Bancassurance

- Mr Tarun Rustagi, Chief Financial Officer

- Mr Rishi Mathur, Chief Distribution Officer - Alternate
channels and Chief Marketing Officer

- Ms Kiran Yadav, Chief People Officer

- Ms Jyoti Kartarsingh Vaswani, Chief Investment Officer

- Mr Sachin Dutta, Chief Operating Officer

- Mr Ritesh Kumar Rathod, Chief Strategy and Data Officer

- Mr Vikas Gupta, Chief Risk Officer

- Mr Manoj Jain, Chief Compliance Officer

- Mr Nitin Agarwal, Appointed Actuary

- Mr Dinesh Tak, Chief Agency Officer

- Ms Vatsala Sameer, Company Secretary & Compliance
Officer

- Mr Saurabh Sahni, Chief Internal Auditor

- Mr Suneet Kumar Saxena, Chief Technology Officer

Policies with respect to Directors and KMPs

In terms of the requirements under the Companies Act, 2013
and IRDAI (Corporate Governance for Insurers) Regulations

2024, as amended, in connection with Directors & KMPs, your
Company has in place the following policies:

Directors’ & KMP Policy:

The purpose of the Directors’ and KMP Policy is to:

a. describe the procedure and criteria on the basis of
which the Nomination and Remuneration Committee
of the Company (NRC) will identify persons eligible to
be appointed as directors and assess independence
of directors;

b. lay down provisions with respect to term of appointment,
criteria for re-appointment and remuneration of directors;

c. include the framework with respect to remuneration
payable to Key Management Persons (KMP) of
the Company;

d. lay down the performance evaluation framework
of directors, including Chairperson and
Independent Directors;

e. outline any other requirements with respect to appointment
of directors, including Independent Directors.

The aforesaid policy is placed on the Company’s website and
can be accessed through the following web link:

https://www.canarahsbclife.com/investor-relations/policies-

and-code-of-conduct

Compensation Policy:

Your Company also has in place a Compensation Policy
to define a compensation strategy that is fair, equitable,
transparent, comprehensible and competitive with the market.
This Policy applies to all full-time employees of the Company,
including the Key Managerial Persons. The compensation
structure and governance framework for the KMPs forms part
of the Annexure to the Compensation Policy and specifies the
following for KMPs:

- Compensation structure

- Limits of variable pay and parameters to be considered
for determination of variable pay

- Deferral arrangements for the variable pay

- Malus and clawback provisions

Code of Conduct for the members of the Board
and Senior Management

Your Company proactively stipulates and implements strict
codes of conduct covering areas like personal and professional
conduct/ ethics, conflicts of interest, transparency, customer
centricity etc. by pre-empting potential concern/ conflict
situations so that it has measures and controls internally to
ensure and demonstrate its values and standards.

The objective of this Code of Conduct is to set forth ethical
standards, principles, and expectations that will guide the
behaviour of directors and senior management in their
professional responsibilities. It aims to promote transparency,
integrity, accountability, and compliance with applicable
laws, while fostering a culture of trust, respect, and ethical
decision-making.

The Code of Conduct for the members of the Board and Senior
Management has been hosted on the Company’s website at
https://www.canarahsbclife.com/investor-relations/policies-
and-code-of-conduct.

A certificate from the Managing Director & Chief Executive
Officer confirming that all directors and senior management
personnel have affirmed compliance with the Code of
Conduct is attached to this report as Annexure E.

OTHER STATUTORY DISCLOSURES
Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the
Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the draft
Annual Return for the financial year ended 31^st March 2026,
is hosted on the website of the Company athttps://www.
canarahsbclife.com/investor-relations/financials with the
information available up to the date of this report, and the final
return shall be updated upon submission with the Registrar
of Companies (ROC), within 60 days from the date of the 19^th
annual general meeting.

Particulars of Employees

The details as required to be disclosed in terms of Section
197(12) of the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are appended below.

For the purpose of this disclosure, fixed remuneration
components - namely basic salary, statutory bonus, house
rent, supplementary and conveyance allowances, as well
as retiral benefits (Provident Fund and Gratuity) have been
considered :

(i) ratio of the remuneration of each director to the median
remuneration of the employees (full-time permanent
employees) of the company for the financial year;

Mr Anuj Mathur, Managing Director & Chief Executive
Officer : 77.3:1

(ii) the percentage increase in remuneration of each director,
Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year;

The percentage increase in remuneration of the
Managing Director & CEO, Chief Financial Officer and
the Company Secretary ranged between 10% to 12%.

(iii) the percentage increase in the median remuneration of
employees in the financial year;

The percentage increase in the median remuneration of
employees in the financial year was around 7.3%.

(iv) the number of permanent employees on the rolls
of company;

The number of permanent employees on the rolls of the
Company is 6,752 as of 31^st March 2026

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

The average percentage increase in the salaries of
employees other than the key management persons
for FY26 was around 7%, while the average increase
(excluding market adjustment) in the remuneration of the
key management persons was in the range of 5% to
12%.

(vi) affirmation that the remuneration is as per the
remuneration policy of the company

Yes, the remuneration is as per the board’s approved
compensation/remuneration policy.

The statement showing particulars of employees
pursuant to Section 197 of the Companies Act, 2013 read
with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, forms part of this report.

In terms of the provisions of Section 136 of the
Companies Act, 2013 , the Annual Report is being sent
to the members, except the aforementioned information/
statement. The said information is available for inspection
by the members up to the date of the 19^th annual general
meeting, on all working days, during business hours,
at the Registered Office of the Company at 8^th Floor,
Unit No. 808-814, Ambadeep Building, Kasturba Gandhi
Marg, Connaught Place, New Delhi- 110001. Members
who are interested in obtaining the said particulars may
please send an email at [email protected].

Employee Stock Option Scheme (ESOP)

The Company has formulated and implemented ‘Canara
HSBC Life Insurance - Employee Stock Option Plan 2025’
(“CHL ESOP Plan 2025”), as approved at the extraordinary
general meeting of the Company held on 18^th April 2025, to

be administered via a Trust created for that purpose, i.e., CHL
ESOP Trust.

The objective of CHL ESOP Plan 2025 was to reward eligible
employees for their performance and to motivate them to
contribute to the growth and profitability of the Company.

A total number of 56,99,958 Options were granted to
201 eligible employees under the CHL ESOP Plan 2025,
convertible into equal number of shares i.e. 56,99,958 Equity
Shares currently having face value of '' 10 each.

Particulars of options granted in the FY26 are given below :

Options granted	56,99,958
Options forfeited/ lapsed	2,23,436 (based on attrition till April 2026)
Options vested	Nil (first vesting will happen in July 2026)
Options exercised	-
Total number of options in force	54,76,522
Number of shares allotted pursuant to exercise of options	-
Extinguishment or modification of options	-
Amount realised by exercise of options (?)	-

There has been no material variation in the terms of the
options granted under CHL ESOP Plan 2025 and the scheme
is in compliance with SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (“SBEB Regulations”)
and any amendment thereof.

The Annual Certificate on compliance with SBEB Regulations,
issued by the Secretarial Auditors is being made available for
inspection at the forthcoming AGM.

During the year, there were no instances of loan granted by
the Company to its employees for purchasing/ subscribing
its equity shares.

The statutory disclosures as mandated under the SBEB
Regulations, have been hosted on the website of the
Company athttps://www.canarahsbclife.com/investor-
relations/financials.

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

The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 provides protection
against sexual harassment of women at the workplace and
for the prevention and redressal of complaints.

Your Company has formulated the Policy on Prevention of
Sexual Harassment at Workplace. The objective of the Policy
is to ensure a safe and comfortable working environment
which is free from harassment and where all female employees
are treated with dignity, courtesy and respect.

With a view to protecting women employees from sexual
harassment at their workplace and for prevention and
redressal of complaints related to Sexual Harassment, the
Company has a constituted Internal Committee (IC) for all
offices across the country. The details of the cases referred
to the IC during the FY26 are as follows:

No. of cases filed	No. of cases disposed	No. of cases	No. of cases
		pending for more	pending as on
		than ninety days	31st March 2026
13	11	0	2

Compliance of the provisions relating to the
Maternity Benefit Act, 1961

The Company has complied with all applicable provisions
under the Maternity Benefit Act, 1961, during the FY26.

Policy for determining material subsidiaries

The Company does not have any subsidiaries.

Material changes and commitment

Pursuant to the listing of equity shares of the Company on
17^th October 2025, Canara Bank and HSBC Insurance (Asia-
Pacific) Holdings Limited (being categorized as promoters
of the Company) have divested 14.5% and 0.5% of their
respective shareholdings and Punjab National Bank (being
categorized as investor in the Company) has divested 10%
of its shareholding.

Presently, Canara Bank and HSBC Insurance (Asia-Pacific)
Holdings Limited holds 36.50% and 25.50%, respectively,
of the shareholding of your Company. Punjab National Bank
holds 13% of the shareholding of your Company. Remaining
25% of the shareholding is with Public.

There are no matters which have material impact on the
financial position of the Company, except those disclosed in
the annual report.

Change in the nature of business during the last
financial year

There was no change in the nature of business during the
last financial year.

Holding Company and names of companies which
have become or ceased to be the Company’s
Subsidiaries, Joint Ventures or Associate Companies
during the year

Your Company does not have any holding, subsidiary or joint
venture Company.

Legal update

No significant and/or material orders have been passed
by the regulators, courts or tribunals, which impacted the
ongoing concerns or status of the Company, or which could
potentially impact the Company’s future operations.

The details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 during the year along with their status
as at the end of the financial year

During the year under review, the Company has neither made
any application nor there is any pending proceeding under the
Insolvency and Bankruptcy Code, 2016.

Demat Suspense Account/ Unclaimed Suspense
Account

Your Company does not have any equity shares lying in demat
suspense account/unclaimed suspense account.

Compliance of Secretarial Standards

During the year, your Company has duly complied with the
provisions of applicable Secretarial Standards issued by
Institute of Companies Secretaries of India.

EVENTS AFTER BALANCE SHEET DATE

There have been no material changes and commitments,
affecting the financial position of the Company, which
have occurred between the end of the financial year of the
Company, to which the Balance Sheet relates, and the date
of this Report.

COMPLIANCE CERTIFICATES FROM PRACTICING
COMPANY SECRETARY

The Company has annexed to this Report (Annexure F),
a certificate obtained from the secretarial auditor, M/s
Chandrasekharan Associates, Company Secretaries,
regarding compliance of conditions of Corporate Governance
as stipulated in the Listing Regulations.

Further, in terms of the Listing Regulations, the Company
has obtained a Certificate from the secretarial auditor, M/s
Chandrasekharan Associates, Company Secretaries, confirming
that none of the Directors on the Board of the Company
have been debarred or disqualified from being appointed or
continuing as directors of companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any
such statutory authority. The certificate of Company Secretary
in practice is annexed herewith as Annexure G.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion & Analysis Report for FY26
forms part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that:

1. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

2. the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of your
Company at the end of the financial year and of the profit
of your Company for that period;

3. the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of your Company and
for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a
going concern basis;

5. the Directors have laid down internal financial controls
to be followed by your Company and that such internal
financial controls are adequate and were operating
effectively; and

6. the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record its
sincere gratitude to policyholders, members, customers and
distributors for reposing their trust in the Company.

Your Directors also take this opportunity to record their
gratitude towards Canara Bank and HSBC Insurance (Asia-
Pacific) Holdings Limited, Promoters of the Company, for their
continued support and guidance.

The Directors further take this opportunity to thank all
employees for their continuous hard work, dedication
and commitment.

The Directors thank the Insurance Regulatory and Development
Authority of India, Securities and Exchange Board of India and
other Regulators & Government authorities for their support,
guidance, and direction provided from time to time.

For CANARA HSBC LIFE INSURANCE COMPANY LIMITED
Bhavendra Kumar Anuj Mathur

Director Managing Director & Chief Executive Officer

DIN: 10401479 DIN: 00584057

Date: 8^th July 2026 Date: 8^th July 2026

Place: Bengaluru Place: Bengaluru