Directors Report of ICICI Prudential Life Insurance Company Ltd.

Mar 31, 2025

ICICI Prudential Life Insurance Company Limited

Your Directors have pleasure in presenting the 25^th Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2025 (FY2025).

PERFORMANCE Industry in FY2025

During FY2025, elections in major world economies such as United States, United Kingdom, and France resulted in leadership changes'. In India, the electorate endorsed a third term for the incumbent government. Geopolitically, conflicts persisted in the Middle East and Russia-Ukraine during the year. Amid these geopolitical challenges, inflation rates in major economies witnessed declines, prompting central banks to lower interest rates to stimulate growth amid signs of slowing economic activity.

India reported a healthy Gross Domestic Product (GDP)^1 growth of 6.5% in the first quarter of FY2025, accompanied by 7.7% growth in Private Final Consumption Expenditure (PFCE)¹Â and 6.7% growth in Gross Fixed Capital Formation (GFCF)¹. However, the growth rate slowed in the second quarter to 5.6%, despite a respectable ~5.9% increase in both PFCE and GFCF. The third quarter showed a rebound with a growth rate of 6.2%, alongside a 6.9% increase in PFCE and 5.7% in GFCF. The data indicates that the economy benefited from strong private consumption throughout the year and investment levels remained healthy. Preliminary estimates project that GDP will achieve a growth rate of 6.5% in FY2025¹.

The size of the Indian life insurance sector was ' 8,299.29 billion on a total premium basis in FY2024 as compared to ' 7,825.04 billion in FY2023, growth of 6.1% year-on-year². The new business Retail Weighted Received Premium (RWRP) for the overall industry increased by 10.5% from '1,089.75 billion in FY2024 to '1,203.73 billion in FY2025 and market share of private players increased from 67.8% in FY2024 to 70.6% in FY2025.

Company in FY2025

The Company's key objective is to create value for all the stakeholders namely, the customers, employees and shareholders. Customer-centricity continues to be at the core of everything the Company does. Its “3C framework” of Customer centricity, Competency, and Catalyst is aimed at delivering sustainable VNB^3 growth by balancing business growth, profitability, and risk and prudence. ESG aspects have also been

integrated into the management of Company's business throughout the process. The Company will continue to monitor its performance against this 3C framework. For further details, please refer to the section Strategy and Performance of the Company under “Management Discussion and Analysis” forming part of this Report.

Customer centricity

The Company aims to deliver superior customer value through appropriate product propositions, seamless onboarding & sourcing, best-in-class servicing & settling claims with utmost sensitivity & care. The Company endeavours to: Provide seamless digital onboarding & 24x7 assistance with topnotch convenience, continue to deliver on the claim promise with faster settlements, offer superior overall customer experience and maintain healthy persistency ratios

Competency

The Company will continue working on its strengths of comprehensive product suite, extensive distribution network and superior operational efficiency. The Company endeavours to provide the right product to the right customer and offer innovative product propositions addressing dynamic customer needs across life stages. As part of the Company's objective to build a diversified distribution the Company endeavours to: Invest & grow in proprietary channels, create depth & width in multi partner shops, deeper penetration in micro markets and be the most partnerable insurer.

The Company endeavours to enable simplified & frictionless processes across the policy life cycle. As a result of the Company's efforts in this direction, it has enabled simplified & frictionless onboarding process by leveraging external data sources for KYC⁴, financial underwriting through ecosystem enablers, advanced underwriting and integration with new age payment technologies. The Company's claims philosophy & framework entails easy accessibility & sensitive handling, proactive communication, settlement of genuine claims expeditiously and zero tolerance for fraud.

Catalyst:

The Company's key to unlock the true potential of its competency and improve the overall customer experience is through the three catalysts namely People, Technology and Analytics

The Company endeavours to create ‘people' edge through learning & development, supporting environment and fairness & meritocracy. The Company continues to build capacity for growth, deepen organisation capability and

foster alignment to strategy & culture. The Company continues to leverage ‘technology' to deliver value through its mobile application. The Company enables technology right from pre-sales, onboarding & issuance, partner integration to customer service and claims. The Company endeavours to utilise ‘analytics' for powering business & products, drive operational excellence and assist in risk mitigation. The Company continues to leverage analytics to power new business, product, customer service and claims.

The 3C strategic elements are aimed at helping the Company deliver sustainable VNB growth by balancing business growth, profitability and risk & prudence. The Company strives to deliver superior customer value through its core competencies of comprehensive product suite with seamless onboarding and sourcing via diversified distribution network and best-in-class servicing and claim settlement. The Company endeavours to strategically leverage the synergies of people, technology, and analytics to fully realise its core competencies and enhance the overall customer experience. The Company believes that this 3C framework is appropriate in the context of the large insurance opportunity in the country, a facilitative regulatory regime and coupled with the objective to grow absolute VNB.

Business Growth

The Company endeavours to grow premium through enhancing distribution, expanding protection business, growing annuity line of business and deepening penetration in under-served customer segments

The Company willlookto strengthen its distribution network through a closer mapping of distribution segments with customer segments and products. The Company is also focused on expanding the distribution network through the acquisition of new partners as well as investing in the creation of new sourcing channels. The Company remains focused on expanding the protection business and believes it offers strong growth opportunities. Given the current levels of under-penetration, retail protection business growth presents a multi-decadal opportunity, while credit life and group term business also offer significant opportunities as we witness growth in credit and the economy. The Company would continue to cater to the retirement savings need of customers while managing the investment risk appropriately. The Company will continue to focus on broadening the customer base through initiatives spanning both distribution and products.

Profitability

The Company's endeavours to achieve its core objective of increasing absolute VNB while delivering value to our customers. It also continues to work towards aligning a cost structure commensurate with the product mix.

The Company's Value of New Business (VNB) grew by 6.4% from ' 22.27 billion in FY2024 to ' 23.70 billion in FY2025, while its VNB margin stood at 22.8%.

The Company's cost to Total Premium stood at 18.1% whereas overall cost to Total Weighted Received Premium

(TWRP) stood at 25.1% in FY2025. The cost to TWRP ratio for the savings business improved from 15.8% in FY2024 to 15.4% in FY2025. The Company monitors cost ratios for the savings line of business separately. The objective is to bring efficiency in the savings line of business while the Company continues to focus on growth in the protection business. The Company's cost ratios have seen an improvement quarter-on-quarter, and it is committed to working towards aligning a cost structure commensurate with the product mix.

Risk and Prudence

The Company continues to imbibe risk & prudence across organisational culture, sales & processes through robust governance. Risk management is an integral part of the Company's ecosystem with focus on right selling, right sourcing and right onboarding. Its robust risk management architecture is exhibited in its strong and resilient balance sheet.

•    Persistency experience & mortality experience monitored regularly

•    69.3% of liabilities largely pass on market performance to customers

•    Non-par guaranteed savings & annuities: Derivatives to hedge interest rate risks

•    95.4% of fixed income in sovereign or AAA; 0.3% of fixed income below AA

•    Zero NPA since inception

•    Raised additional sub-debt of ' 14.00 billion, further strengthening the solvency ratio to 212.2% as of March 31, 2025

A summary of key financial and business parameters is set out below:

(' billion)
Particulars	FY2024	FY2025
New business	180.81	225.83
received premium	Â	Â
Annualised	90.46	104.07
premium equivalent	Â	Â
Savings including annuity	7 5.21	87.69
Protection	15.25	16.38
Total in-force sum	34.1	39.4
assured (? trillion)	Â	Â
13th month persistency5	89.0%	89.1%
49th month persistency5	70.5%	69.5%
Renewal premium	245.57	257.20
Cost to total premium	18.2%	18.1%
Cost to total weighted	24.0%	24.4%
received premium (TWRP)6	Â	Â
Cost to TWRP (savings)	15.8%	15.4%
Value of new business (VNB)	22.27	23.70
Embedded value (EV)	423.37	479.51

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

Outlook for the industry and the Company

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

Debentures issued during FY2025

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

Particulars	Issue Details
Date of issue and allotment of the securities	Issue Date: October 22, 2024 Allotment Date: December 19, 2024
Number of securities	1,40,000 (One Lakh Forty Thousand) debentures
Whether the issue of the securities was by way of preferential allotment, private placement or public issue	Private Placement
Brief details of the debt restructuring pursuant to which the securities are issued	Not Applicable
Issue price	' 1,00,000 (Rupees One Lakh only) per debenture
Coupon rate	8.03% per annum
Maturity date	December 19, 2034
Amount raised	' 14 billion

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

Our Reach

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

Products

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

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

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

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

Claims

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

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

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

Subsidiary

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

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

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

Rural and social business

•    Rural

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

•    Social

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

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

 

FINANCIALS & AUDIT Financials		Â	Â	(' billion)
Particulars	Standalone		Consolidated
Â	FY2024	FY2025	FY2024	FY2025
Profit after tax	8.52	11.89	8.51	11.86
Balance brought forward from the previous year	48.09	55.75	48.07	55.71
Profit available for appropriations Appropriations:	56.61	67.64	56.58	67.57
Interim Equity Dividend	-	-	-	-
Final Equity Dividend	0.86	0.86	0.86	0.86

 

(' billion)
Particulars	Standalone		Consolidated
Â	FY2024	FY2025	FY2024	FY2025
Tax on Equity Dividend Surplus carried to next year's account	55.75	66.78	55.71	66.70

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

 

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

Transfer to Reserves

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

Dividend and dividend distribution policy

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

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

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

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

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

During the financial year ended March 31, 2025, dividend amount of ' 2.99 million remaining unclaimed for a period of seven years from the date of its transfer to the unpaid dividend accounts of the Company has been transferred to IEPF.

Pursuant to Section 124(6) of the CA2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016,

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

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

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

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

Particulars of loans, guarantees or investments

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

Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the CA2013 are disclosed in Form AOC -2 appended as Annexure A. Further, as per the shareholding pattern of the Company, only ICICI Bank Limited and Prudential Corporation Holdings Limited have a holding in the Company of 10% or more. The transactions with these entities are disclosed in note 3.12 of related party transactions under notes to accounts.

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

Public deposits

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

AUDITORS Statutory auditors

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

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

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

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

Fees for services to statutory auditors

The Company has incurred ' 24.0 million as statutory audit fees for the year ended March 31, 2025. Further, the Company has not availed any other services except mentioned below, from the statutory auditors or its network entities/affiliated firms during the year ended March 31, 2025.

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

Â	Â	Â	(' million)
Name	Services rendered	Year	Year
of the	Â	ended	ended
Auditor	Â	March 31, 2025	March 31, 2024
Walker Chandiok & Co. LLP	Assurance Provider for BRSR core report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	1.2	1.0
Walker Chandiok & Co LLP	Review and Audit of the Group Reporting Pack, required for the consolidation of ICICI Bank's financial statements with those of its subsidiaries	0.9	Â
Walker Chandiok & Co LLP	Consent letters from auditors for specific references to the Auditors in the KID and GID filed with SEBI and Stock exchanges in connection to issue of non-convertible debentures amounting to ' 14.00 billion.	0.7	Â

Â	Â	Â	(' million)
Name	Services rendered	Year	Year
of the	Â	ended	ended
Auditor	Â	March 31, 2025	March 31, 2024
M. P. Chitale & Co	Review and Audit of the Group Reporting Pack, required for the consolidation of ICICI Bank's financial statements with those of its subsidiaries	0.9	Â
M. P. Chitale & Co	Consent letters from auditors for specific references to the Auditors in the KID and GID filed with SEBI and Stock exchanges in connection to issue of non-convertible debentures amounting to ' 14.00 billion.	0.7	Â
Total	Â	4.4	1.0

Notes:

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

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

 

Secretarial auditors

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

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

Auditor’s report

There is no qualification, reservation or adverse remark made by both the statutory auditors and secretarial auditors in their report. There were no reportable frauds identified by the auditors during FY2025.

COMPLIANCE AND RISKStatement in respect of adequacy of internalfinancial controls

The Company has complied with internal financial controls (IFC) as per section-134 (5) of CA2013 and regulation 17(8) of the Listing Regulations in terms of internal controls over financial reporting and section 404 of Sarbanes Oxley Act (SOX), 2002. To ensure effective internal financial controls, the Company has implemented Internal Control Framework, 2013 endorsed by the Committee of Sponsoring Organisations (COSO) of the Treadway Commission. The Company's internal financial control framework comprises of internal controls over financial reporting, operating controls, and fraud prevention controls. The framework is designed to ensure accuracy, completeness and reliability of financial records, orderly and efficient conduct of business and safeguarding of assets as well as prevention and detection of fraud. The Company has a mechanism of testing the controls at regular intervals for design and operating effectiveness. Further, the auditors opine on the adequacy and operating effectiveness of internal financial controls over financial reporting. The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment. The key components of the internal financial control framework include:

Entity level controls: The control environment of the Company relies on a set of Entity Level Controls (ELCs) that operate at an organisation level and may not be embedded in any single process of the Company. The ELCs set up by the Company include:

(a)    Corporate governance framework comprising Board and Executive committees for oversight of the management of the Company.

(b)    Policies commensurate with the Company's size and level of complexity to establish standards of conduct, including a code of conduct, whistle blower policy, prevention of harassment in the workplace, conflict of interest, corporate communications, insurance awareness and customer education policy, grievance redressal policy, record maintenance policy, delegation of financial powers, accounting policy, etc.

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

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

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

(f)    Framework to ensure compliance with regulations, laws including compliance certification, regular communication of changes in regulations/ laws, and litigation management. Framework to ensure compliance of internal control over financial reporting.

(g)    Budgeting, monitoring, and reporting of the performance with key performance indicators.

(h)    Information and cyber security policy and information security framework along with framework to ensure business continuity and disaster recovery.

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

Process controls: These comprise of controls operating at process level with the objective of providing assurance at a transaction recording stage. The salient aspects of the control framework include:

(a)    All business processes having implications on financial results, regulatory and shareholder reporting are subject to quarterly reviews. Any material deficiency is discussed at the Audit Committee meetings.

(b)    The Company has deployed automation in most aspects of transaction processing (including policy administration, investment management, actuarial computations, expense processing, claims management, human resource processes and accounting) to ensure greater control and efficiency.

Information Technology (IT) controls: The Company has in place a robust IT control environment including controls pertaining to change management, system & database management, access management, master maintenance, interface, job scheduling, datacenter, cloud management, backup and disaster recovery and cybersecurity to ensure data integrity and accuracy of information stored in IT systems. Further the Company has been compliant with the requirements, prescribed under amendments in the Companies (Account) Rules, 2014, of using accounting software which has a feature of recording audit trail and creating an edit log of each change made in the books of account.

Control over third parties providing services: The Company has a vendor on-boarding process with due diligence, risk assessment, document review and periodic assessment to ensure controls over third-party service providers relevant from a financial reporting perspective. Further, the Board Risk Management Committee has oversight on the implementation of controls and monitors the performance of the outsourced vendors.

Safeguarding of assets: The Company has adequate controls over safeguarding of assets (comprising of investment assets, IT assets and other assets). These controls are based on value and custody of assets.

Review controls: Review controls comprise of multiple levels of oversight over financial reporting by way of a strong reporting and review framework as follows:

(a)    The financials are audited by joint statutory auditors and are reviewed and approved by the Audit Committee and Board. They are also submitted to the Insurance Regulatory and Development Authority of India (IRDAI).

(b) The Internal    Audit Department exercises independent oversight over operational and financial processes. Any significant observations and recommendations are presented to the Audit Committee. The investment operations function is subject to concurrent audit certification and an Investment Risk Management Systems (IRMS) audit once in two years. Any significant findings in the concurrent audit or IRMS audit are presented to the Audit Committee.

(c) The Company has an effective organisation structure that segregates duties among business groups, thereby, ensuring orderly and efficient conduct of business. Additionally, the Board has constituted various committees responsible for specific operational areas, formulation of policies and frameworks, and identification, assessment and monitoring of principal risks in accordance with the policies and procedures.

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

Fraud prevention: The Company has a Board approved fraud risk management policy which is based on ‘Insurance Fraud Monitoring Framework' guidelines issued by IRDAI. The Company has an Operational Risk Management Committee (ORMC) which independently monitors frauds. The ORMC reports to the Executive Risk Committee which ultimately reports to the Board Risk Management Committee (BRMC).

(a) The fraud control framework consists of preventive measures, incident management and awareness activities. Preventive measures include fraud risk assessment for design of processes, investigation triggers across policy life cycle and proactive use of analytics to identify fraud patterns. Incident management includes recovery of loss, action through law enforcement agencies, detailed

investigation and root cause analysis, and fraud incident reporting to BRMC. Awareness includes mandatory induction training and awareness program for employees, regular communication to policy holders, fraud prevention tips on the Company's website, etc.

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

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

INTERNAL AUDIT AND COMPLIANCEFRAMEWORKInternal audit:

The Internal Audit Department (IAD) of the Company acts as an independent entity and reports to the Audit Committee of the Board. IAD has an unrestricted access to the Audit Committee Chairperson and the Managing Director and Chief Executive Officer (MD & CEO). The Head-Internal Audit reports directly to the Audit Committee of the Board and administratively reports to the Chief Risk & Governance Officer. The IAD has developed a Risk Based Audit Plan (RBAP) and the same has been approved by the Audit Committee of the Board. The basic philosophy of risk-based audit framework is to provide reasonable assurance to the Audit Committee of the Board and management about the adequacy and effectiveness of the risk management and control framework in the Company. The scope of Internal Audit includes the review of risk management procedures, internal control systems, information systems and governance processes. Key audit observations and recommendations made are reported to and discussed at the Audit Committee of the Board. Implementation of the recommendations is actively monitored.

Compliance:

The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/procedures, such as the Compliance Policy, Anti- Bribery and AntiCorruption Policy, Anti-Money Laundering Policy and an employee code of conduct, which govern the day-to-day activities to ensure compliance. The Compliance Function disseminates the information regarding relevant laws, regulations and circulars related to insurance and anti-money laundering to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued on these aspects. The compliance team also monitors the adequacy of the compliance framework across the Company with the Internal Audit Department through an integrated risk-based audit plan. Key issues observed as a part of this monitoring are reported to

the Board Audit Committee and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee and Board of Directors meetings on a quarterly basis.

Risk management

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

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

In addition to these risks, the life insurance industry faces a number of emerging risks. Geo-political tensions and the potential for disruption to energy supplies are an additional source of uncertainty for financial and commodity markets and a trigger for inflation (which could impact credit quality of counterparties, as well as reduce real wages thereby impacting discretionary savings, insurance new business and persistency risk). There are also emerging risks related to ESG (environmental, social and governance) issues. One of the most prominent ESG risks is that of climate change which could potentially have wide-ranging implications including (but not limited to) adverse impact on economic growth and investment markets and higher than expected claims due to increased risk of future weather related catastrophes, pandemics as well as possible changes in long-term mortality/morbidity rates. Apart from climate change, there are emerging risks associated with public health trends such as increase in obesity related disorders and demographic changes such as population urbanisation and ageing. Other important ESG elements include data privacy which has an increasing material impact on Company's reputation.

The risk management framework of the Company seeks to identify, measure and control its exposures to all these risks within its overall risk appetite. The Company periodically carries out stress testing of its assets and liabilities to identify impact on regulatory and economic solvency, statutory profits and liquidity position. Such testing is used as an aid in identifying significant

existing or emerging risks to its financial position, including the potential impact of severe economic shocks and catastrophic events like pandemics, which could materialize as a consequence of several risk factors including climate change and other sustainability risks. The Company has a framework for information and cyber security as well as business continuity management to analyse emerging risks through regular monitoring of the external and internal environment. The Company also has a privacy policy to ensure protection of sensitive personal data or information collected. The Company has updated the Board risk policy by integrating sustainability risks in the risk management framework. The key aspects of the Company's risk management framework have been outlined below. Further information on the Company's approach to risk management is available in the sections on ‘Enterprise Risk Management' and ‘Risks and Opportunities' of the Annual Report.

1.1. Investment risk

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

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

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

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

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

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

1.2. Insurance Risk

Insurance risk is the risk arising because of variance to

the best estimate or because of random fluctuations in

the frequency, size and timing of insurance liabilities.

Insurance risk comprise the following components:

mortality, morbidity, persistency and expense risk.

These risks are mitigated through the following:

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

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

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

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

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

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

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

1.3. Operational risk:

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

The Company uses the following approaches to manage operational risk:

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

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

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

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

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

(f)    Business Continuity Management (BCM): The Company has a BCM policy and framework to ensure resilience and continuity of key products and services at a minimum acceptable level. BCM covers systems and processes for management of business continuity risk. The Company has business continuity and disaster recovery plans in place for critical processes, which are being tested periodically. The Company has been accredited with the ISO

22301:2019 certification for the business continuity management systems.

(g)    Information and cyber security: The Company has an information and cyber security policy and framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organisation. The Company has defence-in-depth approach, and has deployed security solutions like firewalls, intrusion prevention systems, anti-malware solutions, end-point detection and response (EDR), email security, data leakage prevention, network access control (NAC) and web proxy. Vulnerability assessment and penetration testing program for critical information technology applications and infrastructure has been defined, to ensure IT Systems are secured for operations during its life cycle. Further, cloud security strategy, practices and advance level controls for protecting data and IT infrastructure has been implemented. Cyber security operations centre (SOC) has been setup for proactive monitoring (24x7), incident response, recovery and remediation activities. An awareness programme aimed at educating users on best practices is in place, for protecting sensitive data and systems, covering aspects related to cybersecurity, data security, business continuity and privacy. Cyber security advisories issued by security experts are being monitored and suitable actions are being initiated. Based on the Information Security Management System (ISMS) controls implemented and the assessment conducted by the certification body, the Company has been awarded a certification under ISO 27001:2022 standard.

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

(i)    The Company has adopted highest business, governance, ethical and legal standards. The Whistle blower policy aims to provide a mechanism to ensure that concerns are appropriately raised, independently investigated and addressed.

1.4. Reputation Risk:

Reputation risk is defined as the risk of negative opinion about the financial stability, service levels, integrity, transparency or any other aspect, as perceived by the stakeholders, resulting in a decline in business volumes and eventually impacting continuity of business. The Company has a framework in place for managing reputation risk and periodically monitors various parameters that could impact the reputation of the Company.

Code of conduct under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

The Company has in place a Code of conduct to regulate, monitor and report trades in Securities by Designated Persons (“Code”) which is in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The objective of the Code is to achieve compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. Any infractions/ violations of the Code are suitably dealt with as provided for in the Code.

CEO/CFO certification

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

CORPORATE GOVERNANCE

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

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

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

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

Compliance to Secretarial Standards

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

Annual return

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

Particulars of employees

The statement containing the particulars of employees as required to be disclosed under Section 197(12) of

the CA2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. In terms of Section 136(1) of CA2013, the Report and the Accounts are sent to the members excluding the aforesaid Annexure. Any member interested in obtaining a copy of this Annexure may write to the Company Secretary at the Registered Office of the Company.

Corporate Social Responsibility (CSR) initiatives

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

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

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

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

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

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

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

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

c.    number of complaints pending to be resolved as on end of financial year: NIL

Further, the Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Whistle blower policy

The Company has adopted highest business, governance, ethical and legal standards. The Whistle Blower policy aims to provide a mechanism to ensure that concerns are appropriately raised, independently investigated and addressed.

The purpose of the Policy is to encourage employees/ stakeholders to report matters without the risk of subsequent victimisation, discrimination or disadvantage.

The Whistle Blower Policy covers all employees, including Directors of the Company and stakeholders. The Policy encourages any employee, stakeholder or Director to report any breach of any law, statute or regulation, issues related to accounting policies and procedures, acts resulting in financial loss or loss of reputation, misuse of office, suspected/actual fraud and criminal offences, non-compliance to anti-bribery and anti-corruption policy. Besides, it also includes leak of any unpublished price sensitive information (UPSI) pursuant to SEBI Regulations or any such information prescribed pursuant to any regulations/laws, as amended from time to time. Such complaints are reported to the Audit Committee of the Board.

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

Code of conduct

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

Policy for determining material subsidiaries

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

Board of Directors

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

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

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

The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has constituted Committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Policyholder Protection, Grievance Redressal and Claims Monitoring Committee, Board Nomination and Remuneration Committee, Board Sustainability and Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Board Information Technology Strategy Committee and With Profits Committee.

The Company recognises that a diverse Board will have different thoughts, perspectives, knowledge, skill, industry experience, age and gender, which will ensure that the Company retains its competitive advantage. The Board Nomination and Remuneration Committee recommends the appointment of Director(s) to the Board of the Company based on the criteria for appointment of Directors.

In accordance with the ‘Criteria for appointment of the Directors and those in senior management positions that is who may be appointed as key managerial person/ personnel (KMP) or as senior managerial personnel (SMP)', identified by the Board, the areas of qualification and positive attributes which would be required to be possessed by the Board of the Directors of the Company in the context of life insurance business, included finance & accountancy, banking, insurance, strategy and corporate planning, risk management, securities market, economics, law and governance, consumer insights, marketing and human resources. The Directors of the Company have the skills and expertise as prescribed in the criteria, details of which are given below along with their educational qualification, as at March 31, 2025.

3.    Appointment of Mr. Suresh Vaswani (DIN: 02176528) as an Additional (Independent) Director of the Company, not liable to retire by rotation, with effect from July 4, 2024, for a term of 5 (five) consecutive years commencing from July 4, 2024 till July 3, 2029, vide resolution dated July 4, 2024.

4.    Completion of tenure of Mr. Dileep Choksi (DIN: 00016322) as a non-executive Independent Director of the Company with effect from December 26, 2024.

5.    Appointment of Ms. Anuradha Bhatia (DIN: 07278138) as an Additional (Independent) Director of the Company, not liable to retire by rotation, with effect from March 12, 2025, for a term of 5 (five) consecutive years commencing from March 12, 2025 till March 11, 2030, vide resolution dated March 12, 2025.

Accordingly, the Board had recommended the above appointments for approval of members of the Company to

transact the following special businesses:

1.    Appointment of Mr. Suresh Vaswani (DIN: 02176528) as a non-executive Independent Director of the Company, with effect from July 4, 2024, for a term of 5 (five) consecutive years commencing from July 4, 2024 till July 3, 2029, by way of a Special resolution, passed through postal ballot; and

2.    Appointment of Ms. Anuradha Bhatia (DIN: 07278138) as a non-executive Independent Director of the Company, with effect from March 12, 2025, for a term of 5 (five) consecutive years commencing from March 12, 2025 till March 11, 2030, by way of a Special resolution, passed through postal ballot

In terms of the Listing Regulations, the number of Committees (Audit Committee and Stakeholders Relationship Committee) of public limited companies in which a Director is a member/chairperson were within the limits prescribed under Listing Regulations, for all the Directors of the Company. The number of directorships of each independent Director is also within the limits prescribed under Listing Regulations.

Independent Directors

The Board of Directors of the Company at March 31, 2025 comprised of ten Directors, out of which six are independent Directors.

All independent Directors have confirmed that they meet the criteria of independence as laid down under Section 149(6) of the CA2013 and the Listing Regulations and have confirmed that their names have been added in the data bank maintained by the Indian Institute of Corporate Affairs for independent directors, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Pursuant to the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, every individual whose name is so included in the data bank shall pass an online proficiency self-assessment test. However, an individual who has fulfilled the criteria prescribed in Rule 6(4) of the said Rules, is exempt from passing the online self-assessment test. In view of the same, none of the Independent Directors were required to take the proficiency self-assessment test. The Board at its meeting held on April 15, 2025, has reviewed the submissions received from all the independent Directors and has confirmed that the independent Directors fulfil the criteria laid down by requisite regulations and are independent from the management. Further, based on these disclosures and confirmations, the Board is of the opinion that the Directors of the Company are eminent persons with integrity and have necessary expertise and experience to continue to discharge their responsibilities as the Director of the Company.

BOARD COMMITTEES

The details of Board Committees are as follows:

A. Board Audit Committee

The primary objective of the Committee is to monitor and provide an effective supervision of the financial reporting process, with high levels of transparency, integrity and quality of financial reporting. The Committee oversees the functions of internal audit & compliance functions and ensures deployment of policies for an effective control mechanism including mechanism to address potential conflict of interest amongst stakeholders. The Committee has the authority and responsibility to select, evaluate and recommend the statutory auditors in accordance with law. The Committee ensures independence of control functions demonstrated by a credible reporting arrangement.

Terms of reference:

i. Accounts & Audit

i.    Oversee the financial statements, financial reporting process, statement of cash flow and disclosure of its financial information, both on an annual and quarterly basis, to ensure that the financial statement is correct, sufficient and credible;

ii.    Recommend the appointment, re-appointment, terms of appointment and, if required, the replacement or removal; remuneration, reviewing (with management) performance and oversight of the work of the auditors (internal/ statutory/ concurrent/ Secretarial / Forensic / Systems Audit) and to review and monitor the auditor's independence and performance, and effectiveness of audit process;

iii.    Oversight of the procedures and processes established to attend issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person;

iv.    Evaluation of internal financial controls and risk management systems;

v.    Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern;

vi.    To oversee the overall management costs of the insurer in compliance with the limits prescribed by the Insurance Regulatory and Development Authority of India (IRDAI), with the objective of protecting the interests of the policyholders;

vii.    Approval of any additional work, other than statutory / internal audit, to the statutory auditors or any of their associated persons or companies, with due consideration for maintaining the independence and integrity of the audit relationship, ensuring necessary disclosure related to such work entrusted to the auditor or its associates in the Notes to Accounts forming part of the annual accounts of the insurer;

viii.    Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

• Matters required to be included in the director's responsibility

statement to be included in the Board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

•    Changes, if any, in accounting policies and practices and reasons for the same;

•    Major accounting entries involving estimates based on the exercise of judgment by management;

•    Significant adjustments made in the financial statements arising out of audit findings;

•    Compliance with listing and other legal requirements relating to financial statements to the extent applicable;

•    Approval or any subsequent modification and disclosure of any related party transactions of the Company, in accordance with applicable provisions, as amended from time to time; and

•    Modified opinion(s) in the draft audit report.

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

x.    To the extent applicable, review with the management, the statement of uses/ end use/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.) and related matter, the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

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

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

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

xiv.    To review the utilisation of loans and/ or advances from/investment by the holding company in the subsidiary exceeding

' 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments.

ii.    Internal audit

i.    Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;

ii.    Oversee the efficient functioning of the internal audit department and review its reports. The Committee would additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice;

iii.    Set-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms;

iv.    Discussion with internal auditors of any significant findings and follow up there on;

v.    Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

vi.    Review with the management, performance of internal auditors and the adequacy of the internal control systems;

vii.    Look into the reasons for substantial defaults in the payment, if any, to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; and

viii.    Review the functioning of the whistle blower/vigil mechanism.

iii.    Compliance & ethics and others

i.    Monitor the compliance function and the Company's risk profile in respect of compliance with external laws and regulations and internal policies, including the Company's code of ethics or conduct;

ii.    Review reports on the above and on proactive compliance activities aimed at increasing the Company's ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same;

iii.    Discuss the level of compliance in the Company and any associated risks and to monitor and report to the Board on any significant compliance breaches;

iv.    Supervise and monitor matters reported using the Company's whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations;

v.    Advise the Board on the effect of the above on the Company's conduct of business and helping the Board set the correct ‘tone at the top' by communicating, or supporting the communication, throughout the Company of the importance of ethics and compliance;

vi.    Approve compliance programmes, reviewing their effectiveness on a regular basis and signing off on any material compliance issues or matters;

vii.    Review key transactions involving conflict of interest;

viii.    Review the anti-money laundering (AML)/ counter - financing of terrorism (CFT) policy annually and review the implementation of the Company's AML/CFT program;

ix.    Review compliance of Insurance Regulatory & Development Authority of India (IRDAI) corporate governance guidelines;

x.    Monitor the directives issued/ penalties imposed/ penal action taken against the Company under various laws and statutes and action taken for corrective measures; and

xi.    Approval of appointment of chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate.

xii.    Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

xiii.    Carrying out any other function, if any, as is mentioned in the terms of reference of the Board Audit Committee and any other terms of reference as may be decided by the Board and/or specified/ provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, or the IRDAI (Corporate Governance for Insurers) Regulations, 2024 read with Master Circular on Corporate Governance for Insurers, 2024 or by any other regulatory authority.

Composition

There were ten meetings of the Board Audit Committee held during FY2025: Meetings were held on April 22, 2024, April 23, 2024, June 24, 2024, July 22, 2024, July 23, 2024, October 21, 2024, October 22, 2024, January 20, 2025, January 21, 2025, February 17, 2025. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings attended/ held
Mr. R. K. Nair - Chairman	10/10
Mr. Dileep Choksi1	7/7
Mr. Dilip Karnik	10/10
Ms. Vibha Paul Rishi	10/10
Mr. Suresh Vaswani2	7/7
Ms. Anuradha Bhatia3	0/0
Mr. Sandeep Batra4	3/3
Mr. Anuj Bhargava5	6/7*
Mr. Solmaz Altin	5/10

¹Â Â Â Â Ceased to be a member w.e.f. December 26, 2024

²Â Â Â Â Appointed as member w.e.f. July 4, 2024

³Â Â Â Â Appointed as member w.e.f. March 13, 2025

⁴    Ceased to be a member w.e.f. June 30, 2024

⁵    Appointed as member w.e.f. June 30, 2024

* Mr. Anuj Bhargava attended the Board Audit Committee meeting held on April 23, 2024, as an invitee Note: Mr. Dilip Karnik ceased to be a member of the Committee w.e.f. May 10, 2025

B. Board Risk Management Committee

The Committee reviews the Risk Management policy of the Company, including asset liability management (ALM), to monitor all risks across the various lines of business of the Company and establish appropriate systems to mitigate such risks. The Committee also reviews the risk appetite and risk profile of the Company. The Committee oversees the effective operation of the risk management system and advises the Board on key risk issues.

Terms of reference:

a. Risk management

i. Establish effective Risk Management framework for identification of internal and external risks, in particular including financial, operational, sectoral, sustainability (particularly ESG related risks), information and cyber security risks, business continuity risk or any other risk as may be determined by the Committee and recommend to the Board the Risk Management Policy and processes for the organisation which should include measures for risk mitigation including systems and processes for internal control of identified risks;

ii.    Monitor and oversee implementation of the Risk Management Policy, including evaluating the adequacy of risk management systems;

iii.    Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

iv.    Set the risk tolerance limits and assess the cost and benefits associated with risk exposure;

v.    Review the Company's risk-reward performance to align with overall policy objectives;

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

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

viii.    Maintain an aggregated view on the risk profile of the Company for all categories of risk including insurance risk, market risk, credit risk, liquidity risk, operational risk, compliance risk, legal risk, reputation risk, etc.;

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

x.    Report to the Board, the nature and content of its discussions, recommendations and actions to be taken including details on the risk exposures and the actions taken to manage the exposures, review, monitor and challenge where necessary, risks undertaken by the Company;

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

xii.    Monitor and review regular updates on business continuity;

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

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

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

xvi.    Monitor and review the cyber security practice;

xvii.    Approve Business Continuity Plan (BCP) of the Company annually;

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

xix.    Effective oversight of Product Management Committee of the Company in line with the provisions under the IRDAI (Insurance Products) Regulations, 2024; and to review any deviations to Product Management & Pricing (“PMP”) policy and recommend changes to the PMP policy or the controls put in place to implement the PMP policy

xx.    Carry out any other function, if any, as prescribed in the terms of reference of the BRMC and any other terms of reference as may be decided by the Board and/or specified/provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or the IRDAI (Corporate Governance for Insurers) Regulations, 2024 read with Master Circular on Corporate Governance for Insurers, 2024 or by any other regulatory authority.

b. Asset liability management (ALM)

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

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

iii.    Formulating and implementing optimal ALM strategies, both at the product level an enterprise level;

iv.    Ensuring that liabilities are backed by appropriate assets and manage mismatches between assets and liabilities to ensure they remain within acceptable monitored tolerances for liquidity, solvency and the risk profile of the Company;

v.    Monitor risk exposures at periodic intervals and revising ALM strategies where required;

vi.    Reviewing, approving and monitoring systems, controls and reporting used to manage balance sheet risks including any mitigation strategies;

vii.    Ensuring that management and valuation of all assets and liabilities comply with the standards, prevailing legislation and internal and external reporting requirements;

viii.    Submitting the ALM information before the Board at periodic intervals. Annual review of strategic asset allocation;

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

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

xi.    Reviewing, approving and monitoring capital plans and related decisions over capital transactions (e.g. dividend payments, acquisitions, disposals, etc.).

xii.    Reviewing the reinvestment decisions of matured investments considering the duration of liabilities.

xiii.    Carrying out any other function, if any, as prescribed in the terms of reference of the Board Risk Management Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or IRDAI (Corporate Governance for Insurers) Regulations, 2024 read with Master Circular on Corporate Governance for Insurers, 2024 or by any other regulatory authority.

Composition

There were four meetings of the Board Risk Management Committee held during FY2025: The meetings were held on April 22, 2024, July 22, 2024, October 21, 2024 and January 20, 2025. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings attended/ held
Mr. Naved Masood -Chairman1	3/3
Mr. M. S. Ramachandran2	1/1
Mr. R. K. Nair	4/4
Mr. Suresh Vaswani1	3/3
Mr. Anuj Bhargava2	1/1
Mr. Sandeep Batra3	3/3
Mr. Solmaz Altin	2/4
Mr. Anup Bagchi4	3/3
Mr. Deepak Kinger4	3/3
Mr. Dhiren Salian4	3/3
Mr. Souvik Jash4	3/3

¹Â Â Â Â Appointed as a Chairman and member w.e.f. June 30, 2024

²Â Â Â Â Ceased to be Chairman and member w.e.f. June 30, 2024

Management Committee shall also have the Chief Executive Officer, the Chief Financial Officer, the Appointed Actuary and the Chief Risk Officer, as members. Further, they attended the meeting held on April 22, 2024, as invitees

C. Board Investment Committee

The Investment Committee assists the Board in fulfilling its oversight responsibility for the investment assets of the Company. The Committee is responsible for formulating the overall investment policy and establishing a framework for its investment operations with adequate controls. The Committee also monitors investment performance against the applicable benchmarks and provide guidance for protection of shareholders' and policyholders' funds.

Terms of reference:

i.    Responsible for the recommendation of the Investment Policy and laying down of the operational framework for the investment operations of the Company. The Investment Policy and operational framework should, inter alia, encompass aspects concerning liquidity for smooth operations, compliance with prudential regulatory norms on investments, risk management/mitigation strategies to ensure commensurate yield on investments in line with policyholders' reasonable expectations and above all protection of policyholders' funds.

ii.    Put in place an effective reporting system to ensure compliance with the Investment Policy set out by it apart from internal/concurrent audit mechanisms for a sustained and on-going monitoring of investment operations.

iii.    To submit a report to the Board on the performance of investments at least on a quarterly basis and provide an analysis of its investment portfolio (including with regard to the portfolio's safety and soundness) and on the future outlook.

iv.    The Committee should independently review its investment decisions and ensure that support by the internal due diligence process is an input in making appropriate investment decisions.

v.    To carry out any other function, if any, as prescribed in the terms of reference of the Board Investment Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the CA2013 or the IRDAI (Corporate Governance for Insurers) Regulations, 2024 read with Master Circular on Corporate Governance for Insurers, 2024 or by any other regulatory authority.

Composition

There were five meetings of the Board Investment Committee held during FY2025: The meetings were held on April 22, 2024, July 22, 2024, October 21, 2024, November 21, 2024, and January 20, 2025.

The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Number of Name of the member meetings attended/ held
Mr. Suresh Vaswani -	4/4
Chairman1	Â
Mr. M. S. Ramachandran2	1/1
Mr. R. K. Nair	5/5
Mr. Sandeep Batra	5/5
Mr. Solmaz Altin	2/5
Mr. Anup Bagchi	5/5
Mr. Dhiren Salian*	5/5
Mr. Manish Kumar*	5/5
Mr. Deepak Kinger*	5/5
Mr. Souvik Jash*	5/5

¹Â Â Â Â Appointed as Chairman and member w.e.f. July 4, 2024

²Â Â Â Â Ceased to be the member and Chairman w.e.f. June 30, 2024 * Pursuant to IRDAI (Corporate Governance for Insurers)

Regulations, 2024 read with Master Circular on Corporate Governance for Insurers, 2024, the Board Investment Committee shall also have the Chief Financial Officer, Chief Investment Officer, Chief Risk Officer and the Appointed Actuary, as members.

D. Board Policyholder Protection, Grievance Redressal and Claims Monitoring Committee

The Committee assists the Board to protect the interests of the policyholders and improve their experiences in dealing with the Company at all stages and levels of their relationship with the Company. In this connection, the Committee aims to upgrade and monitor policies and procedures for grievance redressal and resolution of disputes, disclosure of “material information” to the policy holders, and compliance with the regulatory requirements.

Terms of reference:

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

ii.    Establish effective mechanism to address complaints and grievances of policyholders including mis-selling by intermediaries;

iii.    Put in place a framework for review of awards given by Insurance Ombudsman/Consumer Forums. Analyse the root cause of customer complaints, identify market conduct issues and advise the management appropriately about rectifying systemic issues, if any;

iv.    Review all the awards given by Insurance Ombudsman/Consumer Forums remaining unimplemented for more than Thirty (30) days with reasons thereof and report the same

to the Board for initiating remedial action, where necessary;

v.    Review the measures and take steps to reduce complaints at periodic intervals;

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

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

viii.    Ensure details of insurance ombudsmen are provided to the policyholders;

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

x.    Reviewing repudiated claims with analysis of reasons;

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

xii.    Review the settlement of unclaimed amounts on a quarterly basis, including the number and amounts of claims. Also, review the steps taken to reduce unclaimed amounts by identifying policyholders or beneficiaries and creating awareness in accordance with the Standard operating procedure/policy approved by the Committee.

xiii.    Ensure that there is a Grievance Redressal officer in place who shall be responsible for grievance redressal and whose details shall be made available at the website.

xiv.    Carrying out any other function, if any, as prescribed in the terms of reference of the Board Policyholder Protection, Grievance Redressal and Claims Monitoring Committee and any other terms of reference as may be decided by the Board and/or specified/provided under IRDAI (Corporate Governance for Insurers) Regulations, 2024 read with Master Circular on Corporate Governance for Insurers, 2024 or by any other regulatory authority.

The Grievance Redressal Committee (GRC) is chaired by Mr. Rajagopalan Venkatarama, an eminent independent member. The other members of the Committee comprise of Ms. Poonam Bharadwaj, an independent member and three other internal members. As part of the grievance redressal mechanism, the GRC is constituted as the final authority to address the policyholders' grievances before approaching the Regulator and the Ombudsman office. A summary of the key discussions of the GRC meeting are placed at the

Board Policyholder Protection, Grievance Redressal and Claims Monitoring Committee for information.

The GRC meets on a quarterly basis with the following terms of reference:

a.    Evaluate feedback on quality of customer service and claims experience.

b.    Review and approve representations received on claims repudiations and complaints.

c.    Ensure that the Company follows all prescribed regulatory requirements on policyholder service.

d.    Submit report on its performance to the Board Policyholder Protection, Grievance Redressal and Claims Monitoring Committee on a quarterly basis.

Composition

There were four meetings of the Board Policyholder Protection, Grievance Redressal and Claims Monitoring Committee held during FY2025: Meetings were held on April 18, 2024, July 23, 2024, October 14, 2024 and January 21, 2025. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings attended/ held
Ms. Vibha Paul Rishi -	4/4
Chairperson	Â
Mr. Dilip Karnik	4/4
Mr. Dileep Choksi1	2/3
Mr. Naved Masood2	3/3
Mr. Anuj Bhargava	4/4
Mr. Solmaz Altin	2/4

¹Â Â Â Â Ceased to be a member w.e.f. December 26, 2024

²Â Â Â Â Appointed as a member w.e.f. June 30, 2024

Note: Mr. Dilip Karnik ceased to be a member of the Committee w.e.f. May 10, 2025

Note: Mr. Rajagopalan Venkatarama, independent customer representative attended the Committee meetings held on April 18, 2024, July 23, 2024, October 14, 2024 and January 21, 2025, as an invitee.

E. Board Nomination and Remuneration Committee

The Board Nomination and Remuneration Committee assists the Board to formulate policies relating to the composition and remuneration of the Directors, key managerial personnel, other employees consistent with criteria approved by the Board. The Committee coordinates and oversee the self-evaluation of the performance of the Board and succession planning for senior management. The Committee ensures that the Board comprises of competent and qualified Directors.

Terms of reference:

i.    To formulate the criteria for determining qualifications, positive attributes and independence of a director;

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

iii.    To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and formulate a criteria and specify the manner for effective evaluation of every individual director's performance, evaluation of the performance of Board and its committees; and review its implementation and compliance;

iv.    To scrutinise the declarations of intending applicants before the appointment/ re-appointment/ election of directors by the shareholders at the annual general meeting; and to scrutinise the applications and details submitted by the aspirants for appointment as the key managerial personnel/ key management persons (KMPs); and to make independent/ discreet references, where necessary, well in time to verify the accuracy of the information furnished by the applicant;

v.    To consider whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

vi.    To ensure that the proposed appointments/ re-appointments of KMPs or directors are in conformity with the Board approved policy on retirement/ superannuation;

vii.    To ensure that an annual declaration is obtained from the Directors/ KMPs that the information provided in the declaration at the time of appointment/ reappointment has not undergone any change subsequently and the changes, if any, are apprised by the concerned Director to the Board;

viii.    To determine and recommend to the Board a policy, relating to the remuneration for the directors, the CEO, KMPs, and other employees, in alignment with applicable guidelines and framework;

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

x.    To recommend to the Board, all remuneration, in whatever form, payable to senior management and ensure that the remuneration for KMPs is as per the Compensation Policy approved by the Board;

xi.    To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

xii.    To approve the compensation program and to ensure that remuneration to directors, KMPs and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals;

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

xiv.    To ensure the succession planning for the Directors and the KMPs of the Company including its implementation.

xv.    To carry out any other function, if any, as prescribed in the terms of reference of the Board Nomination and Remuneration Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or the IRDAI (Corporate Governance for Insurers) Regulations, 2024 read with Master Circular on Corporate Governance for Insurers, 2024 or by any other regulatory authority.

Composition

There were five meetings of the Board Nomination and Remuneration Committee held during FY2025: April 23, 2024, July 4, 2024, July 22, 2024, January 20, 2025, March 12, 2025. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Number of Name of the member meetings attended/ held
Mr. Dilip Karnik - Chairman	5/5
Mr. M. S. Ramachandran1	1/1
Mr. Dileep Choksi2	3/3
Ms. Vibha Paul Rishi	5/5
Mr. R. K. Nair3	4/4
Mr. Naved Masood4	2/2
Ms. Anuradha Bhatia5	0/0
Mr. Sandeep Batra	5/5
Mr. Solmaz Altin	3/5

¹Â Â Â Â Ceased to be a member w.e.f. June 30, 2024

²Â Â Â Â Ceased to be a member w.e.f. December 26, 2024

³Â Â Â Â Appointed as a member w.e.f. June 30, 2024

⁴    Appointed as a member w.e.f. December 26, 2024

⁵    Appointed as a member w.e.f. March 13, 2025

Note: a) Mr. Dilip Karnik ceased to be a member and Chairman of the Committee w.e.f. May 10, 2025, and b) Mr. R. K. Nair was appointed as the Chairman of the Committee w.e.f. May 10, 2025

F. Board Sustainability and Corporate Social Responsibility Committee

The purpose of the Committee is to formulate and recommend to the Board the CSR policy of the Company, formulate the annual CSR plan, and monitor the CSR activities and compliance with the CSR policy from time to time. Corporate Social Responsibility Policy of the Company as per section 135 of the CA2013 is put up on the Company's website. Further, the Committee oversees and monitors the matters related to Sustainability including Environment, Social and Governance (ESG) and Business Responsibility and Sustainability initiatives undertaken by the Company.

Terms of reference:

i.    To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company;

ii.    To recommend the amount of expenditure to be incurred on the Corporate Social Responsibility activities;

iii.    To monitor the Corporate Social Responsibility Policy of the Company from time to time;

iv.    To oversee and monitor Sustainability activities including ESG initiatives undertaken by the Company, related key disclosures, review its performance thereon and advice on related matters; and

v.    To review and monitor matters related to Sustainability such as the ESG Report, Business Responsibility and Sustainability Report.

Composition

There were two meetings of the Board Sustainability and Corporate Social Responsibility Committee held during FY2025: Meeting were held on April 18, 2024, and October 22, 2024. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings attended/ held
Mr. Dilip Karnik - Chairman	2/2
Mr. Dileep Choksi1	1/2
Mr. Naved Masood2	1/1
Ms. Anuradha Bhatia3	0/0
Mr. Solmaz Altin	2/2

¹Â Â Â Â Ceased to be a member w.e.f. December 26, 2024

²Â Â Â Â Appointed as a member w.e.f. June 30, 2024

³Â Â Â Â Appointed as a member w.e.f. March 13, 2025

Note: a) Mr. Dilip Karnik ceased to be a member and Chairman of the Committee w.e.f. May 10, 2025, and b) Ms. Anuradha Bhatia was appointed as the Chairperson of the Committee w.e.f. May 10, 2025

G. Stakeholders Relationship Committee Terms of reference:

i.    Consider and review redressal and resolutions of the grievances and complaints of the security holders of the company, including those of shareholders, debenture holders and other security holders related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings;

ii.    Approval and rejection of transfer and transmission of shares or securities, including preference shares, bonds, debentures and securities;

iii.    Approval and rejection of requests for split and consolidation of share certificates;

iv.    Approval and rejection of issue of duplicate share, issued from time to time;

v.    Redemption of securities and the listing of securities on stock exchanges;

vi.    Allotment of shares and securities;

vii.    Review of measures taken for effective exercise of voting rights by shareholders;

viii.    Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

ix.    Review of various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

x.    Any other activities which are incidental or ancillary to the various aspects of interests of shareholders, debenture holders and/or other security holders.

Composition

There were four meetings of the Stakeholders Relationship Committee held during FY2025: April 22, 2024, July 22, 2024, October 21, 2024 and January 20, 2025. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings attended/ held
Mr. Naved Masood -	3/3
Chairman1	Â
Mr. Dileep Choksi2	3/3
Mr. R. K. Nair	4/4
Mr. Anup Bagchi	4/4

¹Â Â Â Â Appointed as a member w.e.f. June 30, 2024 and as Chairman of the Committee w.e.f. December 26, 2024

²Â Â Â Â Ceased to be a member w.e.f. December 26, 2024

Ms. Priya Nair, Company Secretary is designated as the Compliance Officer of the Company in accordance with the requirements of the Listing Regulations. The total number of complaint from shareholders in FY2025 was 1 pertaining to non-receipt of the Annual report. The said complaint was addressed within the prescribed timeline. At March 31, 2025, no complaints were pending for resolution.

H. With Profits Committee Terms of reference:

i.    Maintaining the asset shares;

ii.    Providing approval for the detailed working of the asset share, the expense allowed for in the asset share, the investment income earned on the fund, and other associated elements which were represented in the asset share determined by the Appointed Actuary; and

iii.    To submit a report to the Board covering at least:

1.    appropriateness of the methodology and basis used in calculation of asset shares and justification for any change,

2.    bonus earning capacity including its calculation,

3.    sensitivity analysis of bonus rates and basis as appropriate,

4.    a brief note on how policyholders' reasonable expectations (PRE) is met,

5.    any change in special surrender value with justification,

6.    treatment of With Profit fund for future appropriation (FFA) along with details on reconciliation of opening FFA to closing FFA, and

7.    the expenses debited to the With Profit fund and its appropriateness.

iv.    To carry out any other function, if any, as prescribed in the terms of reference of the With Profits Committee and any other terms of reference as may be decided by the Board and/ or specified/provided under IRDAI (Corporate Governance for Insurers) Regulations, 2024 read with Master Circular on Corporate Governance for Insurers, 2024 or by any other regulatory authority.

Composition

There was one meeting of the With Profits Committee held during FY2025: Meeting was held on April 22, 2024. The details of the composition of the Committee and attendance at its Meeting are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. R. K. Nair - Chairman	1/1
Mr. Sandeep Batra1	1/1
Mr. Solmaz Altin	1/1
Mr. Anuj Bhargava2	0/0
Mr. Anup Bagchi	1/1
Mr. Heerak Basu*	1/1
Mr. Dhiren Salian*	1/1
Mr. Souvik Jash*	1/1

* Pursuant to IRDAI (Corporate Governance for Insurers) Regulations, 2024 read with Master Circular on Corporate Governance for Insurers, 2024, With Profits Committee shall also have the Chief Financial Officer, the Appointed Actuary and an Independent Actuary, as members. ¹Ceased to be a member w.e.f. June 30, 2024 ²Appointed as a member w.e.f. June 30, 2024

I. Information Technology Strategy Committee

Given the increased emphasis surrounding the rapidly evolving digital landscape including enhanced cyber risk, the Board Information Technology Strategy Committee has been constituted to provide oversight in the strategic aspects for leveraging technology for the Company's business.

Terms of reference

i.    To review IRDAI directives in the areas of information technology and cyber security for necessary implementation;

ii.    To approve Information Technology (IT) Strategy and Policy documents;

iii.    To review IT risks;

iv.    To review cyber risk;

v.    To oversee performance of critical IT systems;

vi.    To review key IT initiatives and its alignment with Business strategy;

vii.    To oversee IT investments for sustaining the Company's growth and ascertaining the availability of resources for managing IT risks; and

viii.    To review Technology from a future readiness perspective.

Composition

There were four meetings of the Board Information Technology Strategy Committee held during FY2025: April 11, 2024, August 20, 2024, November 11,

2024 and February 17, 2025. The details of the composition of the Committee and attendance at its Meeting are set out in the following table:

Number of Name of the member meetings attended/ held
Mr. Suresh Vaswani -	3/3
Chairman1	Â
Mr. M. S. Ramachandran2	1/1
Ms. Vibha Paul Rishi	4/4
Mr. Sandeep Batra	4/4
Mr. Solmaz Altin	2/4
Mr. Anup Bagchi	4/4
1    Appointed as member and Chairman w.e.f. July 4, 2024 2    Ceased to be a member and Chairman w.e.f. June 30, 2024

J. Strategy Committee

The Board of Directors at its meeting held on January 19, 2018 had constituted a Strategy Committee to consider and evaluate any combination, arrangement, transfer of assets, acquisition, divestiture and any other strategic initiative and recommend such proposals to the Board of Directors.

It was concurred by the Board of Directors that any such strategic initiative and proposals, in the future, will be evaluated directly by the Board of Directors and hence the said Committee was dissolved with effect from June 30, 2024.

Familiarisation programme for Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of the industry and the business model of the Company through induction programmes and regular updates as follows:

Induction Programme for new Appointee:

Induction programmes are organised for new Appointees, wherein an overview of the Company, its vision and mission, the industry in which it operates, its business, strategies, risk management, organisation structure and other areas of relevance is shared with the Director. The Director is also briefed on the regulatory requirements and disclosure norms. Each of functional heads of the Company brief the new Director on the different aspects of the business as well as critical support functions of the Company.

Regular Updates

Presentations are made at quarterly Board Meetings on performance review, strategy and key regulatory developments. An exclusive meeting of the Board of Directors to discuss and approve the strategy of the Company is convened on an annual basis.

The details of the familiarisation programmes have been hosted on the website of the Company and can be accessed on the link: https://www.iciciprulife.com/ about-us/company-overview/familiarization.html.

Changes in the composition of the Board of Directors and other key managerial personnel (KMP) as per CA2013 during the year ended March 31, 2025
Name of Director/KMP	Appointment/ Resignation/ Cessation of tenure/Retirement/ Superannuation/ Withdrawal of nomination	With effect from
Ms. Sonali Chandak	Resigned as a Company Secretary	May 21, 2024
Ms. Priya Nair	Appointed as a Company Secretary	May 21, 2024
Mr. M. S. Ramachandran	Retirement as Chairman and nonexecutive Independent Director	June 30, 2024
Mr. Suresh Vaswani	Appointment as nonexecutive Independent Director	July 4, 2024
Mr. Dileep Choksi	Completion of tenure as non-executive Independent Director	December 26, 2024
Ms. Anuradha Bhatia	Appointment as nonexecutive Independent Director	March 12, 2025
Particulars of Senior Management Personnel (SMP) as per Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and changes during the year ended March 31, 2025
Changes in the SMP during the March 31, 2025		year ended
Name of SMP	Appointment/ Resignation/ Cessation of tenure/Retirement/ Superannuation/ Re-designation/ Withdrawal of nomination	With effect from
Mr. Ganessan Soundiram	Designated as Chief Technology Officer	May 1, 2024
Mr. Rajiv Adhikari	Designated as Head - Corporate Communications	May 1, 2024
Ms. Sonali Chandak	Resigned as a Company Secretary	May 21, 2024
Ms. Priya Nair	Appointed as a Company Secretary	May 21, 2024
Mr. Deepak Kinger	Re-designated as Chief Risk and Governance Officer	July 24, 2024
Mr. Anand Desai	Appointment as Chief Compliance Officer	July 24, 2024

List of SMP as on the date of this Report:
Sr. No.	Name of SMP	Designation
1	Mr. Judhajit Das	Chief - Human Resources and Operations
2	Mr. Amit Palta	Chief Product and Distribution Officer
3	Mr. Manish Kumar	Chief Investment Officer
4	Mr. Deepak	Chief Risk and
Â	Kinger	Governance Officer
5	Mr. Souvik Jash	Appointed Actuary
6	Mr. Dhiren Salian	Chief Financial Officer
7	Ms. Priya Nair	Company Secretary
8	Mr. Ganessan Soundiram	Chief Technology Officer
9	Mr. Rajiv Adhikari	Head - Corporate Communications
10	Mr. Anand Desai	Chief Compliance Officer

Separate meeting of independent Directors

During FY2025, a separate meeting of the Independent Directors was held on April 23, 2024.

Retirement by rotation

In accordance with Section 149, Section 152 of the CA2013 and the Articles of Association of the Company, Mr. Anuj Bhargava (DIN: 02647635) would retire by rotation at the ensuing AGM. Mr. Anuj Bhargava, being eligible has offered himself for re-appointment.

Criteria for appointment of a Director and those in senior management positions that is who may be appointed as key managerial person/personnel (KMP) or as senior managerial personnel (SMP)

The Company with the approval of its Board Nomination & Remuneration Committee (Committee) has put in place a criteria for appointment of Directors and those in senior management positions that is who may be appointed as key managerial person/ personnel (KMP) or as senior managerial personnel (SMP) (Criteria). The policy has been framed based on the broad principles as outlined hereinafter. The Committee evaluates the composition of the Board and vacancies arising in the Board from time to time. The Committee while recommending candidature of a Director considers the special knowledge and areas of expertise possessed by the candidate. The Committee assesses the fit and proper credentials of the candidate and the companies/ entities with which the candidate is associated either as a director or otherwise and as to whether such association is permissible under IRDAI (Corporate Governance for insurers) Regulations, 2024 (IRDAI CG Regulations) and Master Circular on Corporate Governance for Insurer, 2024 (Master Circular) and the internal norms adopted by the

Company. For the above assessment, the Committee is guided by the Rules, regulations, circulars issued by CA2013, IRDAI, SEBI, in this regard.

The Committee also evaluates the prospective candidate for the position of a Director from the perspective of the criteria for independence. For a Non-Executive Director to be classified as Independent he/she must satisfy the criteria of independence as prescribed and sign a declaration of independence. The Board will review the same and determine the independence of a Director after being taking note of the recommendations of the Committee.

The KMP and SMP shall be personnel as defined under the CA2013, SEBI Listing Regulations and IRDAI Master Circular and any amendments thereto. The Committee shall recommend the candidature for KMP or SMP who shall have proven skills, performance track record, relevant competencies, maturity and experience in handling core functions relevant to an organisation.

The criteria has also been hosted on the website of the Company and can be accessed on the link: https:// www.iciciprulife.com/about-us/corporate-policies.html.

Remuneration Remuneration policy

The Company has in place a policy on Compensation & Benefits (“Compensation Policy”) for Managing Director & CEO, other wholetime Directors, non-executive Directors, Key Management Person (KMP), Senior Management Personnel (SMP) and other employees.

Further details with respect to the Compensation policy are provided under the section titled “Compensation & Benefit policy”, which has also been hosted on the website of the Company and can be accessed on the link: https://www.iciciprulife. com/about-us/corporate-policies.html.

Details of remuneration paid to wholetime Directors

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

The following table sets out the details of remuneration (including perquisites and retiral

benefits) paid to the wholetime Director during FY2025:

Particulars	Details of
	remuneration (^)
Â	Mr. Anup Bagchi
Basic	30,554,160
Variable pay1	9,054,188
Allowances2 and perquisites3	30,044,994
Contribution to provident fund	3,666,504
Contribution to gratuity fund4	2,545,152
Stock options of the Company (Numbers)	Â
Granted in FY2025	400,500
Granted in FY2024	-

Note: For the year ended March 31, 2025 the remuneration details pertain to the amount paid/options granted during the period of service as per IRDAI approval

^Variable pay is the actual amount paid during FY2025 pertaining to performance of previous Financial year. It does not include the variable pay for performance of FY2025 or previous Financial years, that is payable in FY2026 or thereafter

²Allowances    also include Superannuation and

contribution to NPS.

³Perquisites are evaluated as per Income-Tax rules wherever applicable, and exclude perquisites on Provident Fund and perquisites on exercise of stock options, if any. Stock options exercised during the year does not constitute remuneration paid to the wholetime directors and accordingly is not considered here.

⁴ Provision towards gratuity is actuarially valued for the group of all eligible employees on an overall basis, however, for the purpose of this section, annual contribution towards gratuity fund of the Company as approved by BNRC/Board has been given.

Details of remuneration paid to non-executive Directors

As provided in the Articles of Association of the Company, the fees payable to the non-executive independent Directors for attending a Meeting of the Board or Committee thereof is decided by the Board of Directors from time to time within the limits prescribed by the CA2013.

For FY2025, the Company has paid ' 100,000 as sitting fees for each meeting of the Board, ' 100,000 for each Board Audit Committee meeting and ' 50,000 as sitting fees for each Meeting of other Board Committee meetings attended. This amount is within the limits prescribed as per Rule 4 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the CA2013.

The members of the Company at the Annual General Meeting (AGM) held on June 28, 2024, have approved the payment of compensation in form of profit related commission up to ' 2 million per annum, each year, effective from financial year commencing from April 1, 2024, to each non-executive Independent Director of the Company. The payments are subject to the regulatory provisions applicable to the

Company, if any and availability of net profits at the end of each financial year. Further, the members of the Company at the AGM held on July 28, 2023 have approved the remuneration in the form of profit related commission to Chairperson designated in the category of non-executive, Independent Director of the Company at ' 2 million per annum effective from financial year commencing from April 1, 2024. Sitting fees paid to independent Directors are outside the purview of the above limits.

Further, Mr. M. S. Ramachandran, non-executive Independent Director, Chairman of the Company, was also provided an office, including its maintenance, at the Company's expense, for attending to his duties as the Chairman of the Company, till June 29, 2024, pursuant to the resolution passed by the members of the Company on October 30, 2020, through postal ballot.

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

Sitting fees paid to independent Directors for the financial year ended March 31, 2025:

Name of the Director	Amount (^ in million)
Mr. M. S. Ramachandran	0.40
Mr. Dilip Karnik	2.15
Mr. R. K. Nair	2.50
Mr. Dileep Choksi	1.55
Ms. Vibha Paul Rishi	2.25
Mr. Naved Masood	1.20
Mr. Suresh Vaswani	1.60
Ms. Anuradha Bhatia	0.10
Commission to be paid to independent Directors for the financial year ended March 31, 2025:
Name of the Director	Amount (^ in million)
Mr. M. S. Ramachandran	0.49
Mr. Dilip Karnik	2.00
Mr. R. K. Nair	2.00
Mr. Dileep Choksi	1.47
Ms. Vibha Paul Rishi	2.00
Mr. Naved Masood	2.00
Mr. Suresh Vaswani	1.48
Ms. Anuradha Bhatia	0.11

Remuneration disclosures pursuant to IRDAI Master Circular on Corporate Governance for Insurers, 2024

Pursuant to IRDAI Master Circular on Corporate Governance for Insurers, 2024 issued vide reference no. IRDAI/F&I/CIR/MISC/82/5/2024 dated May 22, 2024, the Company is required to make the following disclosures on remuneration in the Annual Report:

Compensation policy and practices

1. Qualitative disclosures

A) I nformation relating to the composition and mandate of the Nomination and Remuneration Committee

Name, composition and mandate of the main body overseeing remuneration:

The Board Nomination and Remuneration Committee (BNRC/Committee) is the body which oversees aspects pertaining to remuneration. The functions of the Committee include identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment & removal and formulating a criteria and specifying the manner for effective evaluation of every individual director's performance, evaluation of the performance of the Board and its Committees, and reviewing its implementation and compliance; considering to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors; determining and recommending to the Board a policy relating to the remuneration for the Directors, the CEO, key management persons and other employees in alignment with applicable guidelines and framework; recommending to the Board all remuneration, in whatever form, payable to senior management; ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; ensuring that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; approving the compensation program and ensuring that remuneration to Directors, key management persons and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; formulating the criteria for determining qualifications, positive attributes and independence of a Director; devising a policy on diversity of the Board; considering and approving employee stock option schemes and administering & supervising the same; ensuring that the proposed appointments/ re-appointments of key management persons or Directors are in conformity with the Board approved policy on retirement/ superannuation; scrutinising the declarations of intending applicants before the appointment/ re-appointment/election of Directors by the shareholders at the annual general meeting;

and scrutinising the applications and details submitted by the aspirants for appointment as the key management person and to make independent/ discreet references, where necessary, well in time to verify the accuracy of the information furnished by the applicant.

External consultants whose advice has been sought, the body by which they were commissioned and in what areas of the remuneration process:

The Company employed the services of reputed consulting firms for market benchmarking in the area of compensation.

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

The Company's Policy on Compensation & Benefits (“Compensation Policy”) for Managing Director & CEO, other Wholetime Directors, non-executive Directors, Key Management Person (KMP), Senior Management Personnel (SMP) and other employees was last amended and approved by the BNRC at its Meeting held on April 23, 2024 and July 22, 2024 respectively and the Board at its Meeting held on April 23, 2024, and July 23, 2024 respectively.

Type of employees covered and number of such employees:

All employees of the Company are governed by the Compensation Policy. The total number of permanent employees governed by the Compensation Policy of the Company at March 31, 2025 was 20,035.

B) Information relating to the design and structure of remuneration process and the key features and objectives of remuneration policy.

Key features and objectives of remuneration policy:

The Company has historically followed prudent compensation practices under the guidance of the Board and the BNRC. The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. This approach has been incorporated in the Compensation Policy, the key elements of which are given below:

Effective governance of compensation:

The Company follows prudent compensation practices under the guidance of the BNRC and the Board. The BNRC has the oversight for framing, review and implementation of the Company's Compensation Policy on behalf of the Board, and shall work in close coordination with the Board Risk Management Committee for an integrated approach to the formulation of the Compensation Policy where required.

The decision relating to the remuneration of the Managing Director and CEO (MD & CEO), other wholetime Directors and KMPs/SMPs is reviewed and approved by the BNRC and the Board. The BNRC and the Board approves the Key Performance Indicators (KPIs) and the performance threshold for payment of performance bonus, if applicable. The BNRC assesses business performance against the KPIs as prescribed by IRDAI. Based on its assessment, it makes recommendations to the Board regarding compensation for MD & CEO and other wholetime Directors, performance bonus and long-term pay for all eligible employees, including senior management and key management persons.

Alignment of compensation philosophy with prudent risk taking:

The Company seeks to achieve a prudent mix of fixed and performance-linked variable pay, with a higher proportion of variable pay at senior levels. For the MD & CEO and other wholetime Directors and KMPs/SMPs, compensation is sought to be aligned to the pre-defined performance objectives of the Company. In addition, the Company has an Employees Stock Option Scheme and an Employee Stock Unit Scheme aimed at enabling employees to participate in the long-term growth and financial success of the Company through stock option grants/stock unit grants that vest over a period of time.

Whether the Remuneration Committee reviewed the firm’s remuneration policy during the past year, and if so, an overview of any changes that were made:

The BNRC reviewed the Company's Compensation Policy at its meetings held on April 23, 2024 and July 22, 2024 respectively.

•    Insurance Regulatory and Development Authority of India (IRDAI) had released ‘Master Circular on Corporate Governance for Insurers, 2024' on May 22, 2024

•    Subsequently, the Compensation Policy was amended, and accordingly the amendments were proposed to the Committee, in line with the Master Circular on Corporate Governance for Insurers, 2024. The key changes involved including a clause on deferment of cash component of performance bonus/PLR for all other employees, a clause on maximum cap on performance-linked variable pay and long-term pay together of 300% for all employees, and a clause on hedging to disallow hedging of compensation including ESOPs/ESUs for WTDs & KMP/SMP and all

other employees. Additionally, Embedded Value and Value of New Business were added as parameters to the minimum parameters to be followed to determine performance assessment of WTDs, KMPs and SMPs. Consequent to the introduction of deferral of variable pay for all other employees, the section on Claw-back was extended to also include Malus.

The revised compensation policy was approved by the BNRC at its meetings held on April 23, 2024 and July 22, 2024 and the Board at its meetings held on April 23, 2024 and July 23, 2024 respectively.

Description of the ways in which current and future risks are taken into account in the remuneration processes.

•    The Company follows prudent compensation practices under the guidance of the Board and the Board Nomination & Remuneration Committee (BNRC). The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. The performance rating assigned to employees is based on an assessment of performance delivered against a set of defined performance objectives. These objectives are balanced in nature and comprise a holistic mix of financial, customer, people, process, quality, compliance objectives and/or any other parameters as may be deemed fit.

•    For the MD & CEO, other wholetime Directors and KMPs/SMPs, compensation is sought to be aligned to pre-defined performance objectives of the Company which are approved by the BNRC and the Board.

•    For the MD & CEO, other wholetime Directors and KMPs/SMPs, the quantum of variable pay does not exceed 300% (as stipulated in the Compensation Policy) of total fixed pay in a year; a minimum of 50% of the variable pay (as stipulated in the Compensation Policy) will be under deferment. If the bonus amount is under ' 25 lacs, the deferment shall not be applicable. The deferral period would be spread over a minimum period of three years (deferment period). The frequency of vesting will be on annual basis and the first vesting shall not be before one year from the commencement of deferral period. The vesting shall be no faster than a pro rata basis. Additionally, vesting will not be more frequent than on a yearly basis.

•    Ensuring balance in setting performance objectives, capping the payout of

performance bonus and following an annual payout cycle for variable pay ensures that prudent behaviour is suitably encouraged and rewarded.

•    The deferred part of the variable pay (performance bonus and long term pay in the form of stock options/stock units) for wholetime Directors and KMPs/ SMPs is subject to malus, under which, the Company will prevent vesting of all or part of the variable pay in the event of act of willful or gross misconduct or neglect, the commission of felony, fraud, misappropriation, embezzlement, breach of trust or an offence involving moral turpitude or breach of integrity, gross or willful insubordination, or materially inaccurate financial statements due to the result of misconduct including fraud, or poor compliance in respect of corporate governance and regulatory matters, or any other act detrimental to the interest of the Company. The details of malus and clawback arrangements are defined in the Company's Compensation Policy. In addition, under the events mentioned above and defined in the Compensation Policy, as per clawback arrangements with wholetime Directors and KMPs/SMPs, the employee agrees to return, in case asked for, the previously paid variable pay to the Company.

•    Due process including inquiries or investigations as required and/or adherence to principles of natural justice are ensured prior to conclusion on the above events of breaches and which would form the basis of decisions. Error of judgment shall not be construed to be breaches.

Description of the ways in which the Company seeks to link performance during a performance measurement period with levels of remuneration.

The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. The extent of variable pay for individual employees is linked to individual performance for sales frontline employees and to individual & organisation performance for non-sales frontline employees & employees in the management cadre. For the latter, the performance rating assigned is based on assessment of performance delivered against a set of defined performance objectives. These objectives are balanced in nature, and comprise a holistic mix of financial, customer, people, process, quality and compliance

objectives and/or any other parameters as may be deemed fit. For the MD & CEO, other wholetime Directors and KMPs/SMPs to ensure effective alignment of compensation with prudent risk parameters, the Company takes into account certain minimum parameters (as

defined in the Compensation Policy and in line with the IRDAI Master Circular) to determine the performance assessment along with any other pre-defined performance objectives of the Company as may be determined by the BNRC and the Board.

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

The ratio of the remuneration of each Director to the median employee's remuneration and such other details in terms of Section 197(12) of the CA2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. For the purpose of this section, aspects of fixed remuneration which includes basic salary, supplementary allowance and retirals (provident fund, gratuity and superannuation) have been considered and have been annualised.

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

Mr. Anup Bagchi, Managing Director & CEO 68:1

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

The percentage increase in remuneration of wholetime Director i.e. Managing Director & CEO, Chief Financial Officer, and Company Secretary ranged between 2% and 7%.

(iii)    The percentage increase in the median remuneration of employees, who are part of annual bonus plan (excluding frontline sales), in the financial year:

The percentage increase in the median remuneration of employees, who are part of annual bonus plan, in the financial year was around 16.8 %

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

The number of employees as on March 31, 2025 is 20,035.

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

The average percentage increase in the salaries of total employees other than the key management persons for fiscal 2025 was around 13.0%, while the average increase in the remuneration of the key management person was in the range of 2% to 7%.

(vi)    Affirmation that the remuneration is as per the remuneration policy of the Company:

Yes

Employee Stock Option Scheme (ESOS)

The Company granted options to its employees under its Employees Stock Option Scheme, prior to listing, further

to the approval of its Employees Stock Option Scheme -2005. This pre-IPO Scheme shall be referred to as ‘ESOS 2005' or ‘Scheme'. The Scheme had six tranches namely Founder, 2004-05, 2005-06, 2006-07, Founder II and 2007-08, pursuant to which shares have been allotted and listed in accordance with the in-principle approval extended by the stock exchanges. All six tranches under the pre-IPO Scheme stand lapsed as on March 31, 2025. The Scheme was instituted vide approval of its members at the Extra-Ordinary General Meeting (EGM) dated March 28, 2005 and subsequently amended by the members of the Company vide its EGM dated February 24, 2015.

The Scheme was ratified and amended by the members of the Company at its Annual General Meeting held on July 17, 2017 which is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (referred to as the ‘Revised Scheme').

The meeting of Board Nomination and Remuneration Committee (BNRC) and the Board held on April 24, 2019 had approved the amendment to the definition of “Exercise Period”. The revision to the definition was approved by the members of the Company at its Annual General Meeting held on July 17, 2019.

Further, the meeting of Board Nomination and Remuneration Committee (BNRC) and the Board held on April 17, 2021 and April 19, 2021 respectively had approved the increase in the limit of the number of shares issued or issuable since March 31, 2016 pursuant to the exercise of any Options granted to the Eligible Employees issued pursuant to the Scheme or any other stock option scheme of the Company, by 0.90% of the number of shares issued as on March 31, 2016, i.e. from a limit of 2.64% of the number of shares issued as on March 31, 2016 to 3.54%. The revision to the limit was approved by the members of the Company at its Annual General Meeting held on June 25, 2021.

As per the Revised Scheme, the aggregate number of shares issued or issuable since March 31, 2016 pursuant to the exercise of any Options granted to the Eligible Employees issued pursuant to the Scheme or any other stock option scheme of the Company, shall not exceed 3.54% of the number of shares issued at March 31, 2016. Further, pursuant to the Revised Scheme the maximum number of Options that can be granted to any Eligible Employee in a financial year shall not exceed 0.1% of the issued Shares of the Company at the time of grant of Options. The Revised Scheme provides for a minimum period of one year between the grant of Options and vesting of Options. The exercise price shall be determined by the Board Nomination & Remuneration Committee in concurrence with the Board of Directors of the Company on the date the options are granted and shall be reflected in the award confirmation. Shares are allotted/issued to all those who have exercised their Options, as granted by the Board/BNRC of the Company in accordance with the criteria ascertained pursuant to the Company's Compensation and Benefit policy.

Particulars of options for the year ended March 31, 2025 are given below:
Options granted	640,100
Options forfeited/ lapsed	183,430
Options vested	5,331,719
Options exercised#	4,651,085
Total number of options in force*	24,255,595
Number of shares allotted pursuant to exercise of options1	4,705,535
Extinguishment or modification of options	Nil
Amount realised by exercise of options (?)	1,884,362,799

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

“‘Options exercised’ includes options exercised by employees where payments have been received and does not include options exercised by employees where payments are due * ‘Total number of options in force’ includes options exercised by employees where payment is yet to be received ¹Â 54,450 options exercised in March 2024 (FY2024) were allotted in April 2024 (FY2025).

 

up to a maximum of 66,100 options to an individual, aggregating to 239,600 options during FY2025

 

Sr. No.	Name	Designation
1	Mr. Judhajit Das	Chief - Human Resources & Operations
2	Mr. Amit Palta	Chief Product & Distribution Officer
3	Mr. Deepak Kinger	Chief Risk and Governance Officer
4	Mr. Manish Kumar	Chief Investment Officer

 

The following key management persons and senior management personnel (SMP), other than wholetime Director, were granted stock options of the Company

No employee was granted options during any one year equal to or exceeding 0.1% of the issued equity shares of the Company at the time of the grant.

Out of the total outstanding options at April 1, 2024, 5,331,719 options vested during the year ended March 31, 2025 and ' 18,844 Lakhs was realised by exercise of options during the year ended March 31, 2025. Amount realized by exercise of options does not include options exercised by employees during the financial year where payments are received after March 31, 2025.

The Company follows intrinsic value method. During the year ended March 31, 2025, the Company has recognised a compensation cost of ' Nil (year ended March 31, 2024: ' Nil) as the intrinsic value of the unit.

The weighted average remaining contractual life of options outstanding at the end of the year is as follows:
Exercise price range (in ')	At March 31, 2025			At March 31, 2024
	Options outstanding	Weighted average remaining contractual life (in years)		Options outstanding	Weighted average remaining contractual life (in years)
468.60	506,300	Â	4.4	565,400	5.4
388.401	2,320,815	Â	1.3	3,936,710	2.4
369.50	2,034,470	Â	1.2	3,389,200	2.3
383.10	-	Â	-	37,500	3.2
400.10	3,691,090	Â	3.2	4,201,610	4.2
396.95	-	Â	-	-	-
451.05	3,933,500	Â	3.1	4,421,860	4.2
626.25	-	Â	-	-	-
656.80	4,000	Â	3.6	5,000	4.6
615.65	49,500	Â	3.9	49,500	4.9
541.00*	4,667,600	Â	4.1	5,071,030	4
445.60	6,352,120	Â	5.2	6,716,100	6.2
522.20	56,100	Â	5.9	56,100	6.5
580.30	640,100	Â	6.2	-	-
Total	24,255,595	3.6		28,450,010	4.2

includes FY2018-19 options and FY2018-19 special options 'includes FY2022-23 options and FY2022-23 joining options

For the year ended March 31 2025, ICICI Bank Limited (“the Holding Company”) has not granted options to the employees of ICICI Prudential Life insurance Co. Ltd. (Previous year grant: Nil) and accordingly no cost was recognised.

Employee Stock Unit Scheme (“Unit Scheme”)

In addition, the ‘ICICI Prudential Employees Stock Unit Scheme - 2023' (Unit Scheme), designed in accordance with SEBI Regulations and other applicable regulations, was approved by the Committee at its meeting held on June 10, 2023. Subsequent to the approval of the Unit Scheme by the Board at its meeting held on June 10, 2023 it was approved by the shareholders of the Company at its meeting held on July 28, 2023.

The maximum number of Shares that can be issued under this Unit Scheme shall be 1,45,00,000 (One Crore Forty Five Lacs). Each Unit on Exercise will entitle the Participant to 1 (One) Share. The Grants under the Unit Scheme shall be made in one or more tranches as may be determined by the Committee over a period of 6 (six) years from the date of approval of the Unit Scheme by the shareholders. The maximum number of Units granted to any Eligible Employee shall not exceed 60,000 (sixty thousand) Units in any financial year.

The vesting shall commence on the expiry of minimum period of one (1) year from the date of Grant of the Units and the Vesting Period would be spread over a minimum period of three (3) years from the date of Grant of the Units. The Committee has the authority to prescribe the Exercise Period not exceeding 5 years from date of vesting within which the Participant can Exercise the vested Units and that would lapse on failure to Exercise the same within the Exercise Period. The Exercise Price shall be the face value of the Shares of the Company.

Had the Company followed fair value method based on Black Scholes model valuing its options and units compensation cost for the year ended would have been higher by ' 4,467 lakhs (March 31, 2024: ' 8,455 lakhs) in case of ESOS and ' 7 lakhs in case of ESU and the proforma profit after tax would have been ' 114,433 lakhs (March 31, 2024: ' 76,784 lakhs). On a proforma basis, the Company's basic and diluted earnings per share would have been ' 7.93 for the year ended March 31, 2025 (March 31, 2024: ' 5.33) and ' 7.87 for the year ended March 31, 2025 (March 31, 2024: ' 5.31) respectively.

Performance evaluation of the Board as a whole, the Directors, the Chairman of the Board and the Board Committees

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

The performance evaluation was undertaken through an online survey portal, as follows:

a)    Evaluation of Board as a whole: The performance of the Board was assessed on parameters relating to roles, responsibilities and obligations of the Board and functioning of the Committees including but not limited to assessing the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

b)    Evaluation of Non-Independent Directors and other Non-Executive Directors: The evaluation criteria for the Non-Independent Directors and other Non-Executive Directors were based on their participation, contribution and offering guidance to the management in their capacity as members of the Board/respective Board Committees, especially in the areas of their expertise.

c)    Evaluation of Chairman of the Board of Directors:

The evaluation criteria for the Chairman of the Board, besides the general criteria adopted for assessment of all Directors, focuses incrementally on leadership abilities, effective management of meetings and safeguarding the interest of the stakeholders. The views of the Executive and Non-Executive Directors were taken into consideration, during the evaluation of the Chairman.

d)    Evaluation of the Board Committees: The

evaluation criteria for the Committees were based on effective discharge of its terms of reference and their contribution to the functioning of the Board.

The Board Nomination and Remuneration Committee evaluated the performance of the Whole-time Director i.e. Managing Director & CEO. The details about the evaluation of the Whole-time Director are further provided under the section titled “Compensation policy and practices.”

Directors and officers liability insurance policy

The Company has taken Directors and Officers Liability

Insurance for all its Directors and Officers.

General Body Meetings The details of the last three Annual General Meetings (AGM) are as given below:
Financial Year ended	Day, Date	Start time	Venue
Twenty-second AGM	Monday, June 27, 2022	3.00 p.m.	Through Video Conference (VC)/ Other Audio Visual Means (OAVM). Deemed venue -Registered Office of the Company
Twenty-third AGM	Friday, July 28, 2023	3.00 p.m.	Through Video Conference (VC)/ Other Audio Visual Means (OAVM). Deemed venue -Registered Office of the Company
Twenty-fourth AGM	Friday, June 28, 2024	3.00 p.m.	Through Video Conference (VC)/ Other Audio Visual Means (OAVM). Deemed venue -Registered Office of the Company

 

are as follows:

Number    % of votes    Number of    Number of    % of votes    % of votes

of votes    Polled on    votes cast    votes cast    in favour    against

polled    outstanding    in favour    against the    on votes    on votes

shares of the    Resolution polled polled

Resolution

1,310,375,082    90.88 1,310,266,638    108,444    99.99    0.01

 

The following special resolutions were passed by the

members during the last three Annual General Meetings:

Annual General Meeting held on June 27, 2022

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

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

Annual General Meeting held on July 28, 2023

•    Re-appointment of Ms. Vibha Paul Rishi as an Independent Director of the Company for a second term of five consecutive years commencing from January 1, 2024, till December 31, 2028.

•    Alteration    of the Articles of Association of

the Company

•    Approval    of the ‘ICICI Prudential Life

Insurance    Company Limited Employees Stock

Unit Scheme - 2023'

•    Approval of grant of employee stock units to the

employees of unlisted wholly-owned Subsidiary of the Company under ‘ICICI Prudential Life Insurance    Company Limited Employees Stock

Unit Scheme - 2023'

Annual General Meeting held on June 28, 2024

•    No special resolutions were passed at the meeting.

Postal ballot

During FY2025, the Company had passed following

resolutions through postal ballot:

. Special resolution for appointment of Mr. Suresh Vaswani as a non-executive Independent Director of the Company for a term of five consecutive years commencing from July 4, 2024 to July 3, 2029, vide postal ballot notice dated July 23, 2024. The resolution is deemed to have been passed on the last date specified for remote e-voting i.e. August 29, 2024. The details of the voting pattern are as follows:

2. Special resolution for appointment of Ms. Anuradha Bhatia as a non-executive Independent Director of the Company, for a term of five consecutive years commencing from March 12, 2025 to March 11, 2030, vide postal ballot notice dated March 12, 2025. The resolution is deemed to have been passed on the last date specified for remote e-voting i.e. April 18, 2025. The details of the voting pattern are as follows:

Number	% of votes	Number of	Number of	% of votes	% of votes	Â
of votes	Polled on	votes cast	votes cast	in favour	against	Â
polled	outstanding	in favour	against the on votes		on votes	Â
Â	shares	of the Resolution	Resolution	polled	polled	Â
Â	Â	Â	Â	Â	Â
1,316,084,863	91.06	1,315,580,959	503,904	99.96	0.04

For the aforesaid resolutions passed through postal ballot, the Board of Directors of the Company, had appointed Mr. Mitesh Dhabliwala of Parikh & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot e-voting process in a fair and transparent manner.

The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the CA2013, read with the Rules framed thereunder and applicable circulars issued by the Ministry of Corporate Affairs from time to time.

The postal ballot notice(s) and results alongwith the scrutinizer's report were submitted to the stock exchange(s) and displayed on the Company's website at www.iciciprulife.com.

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

Means of communication

It is the Company's belief that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. The Company disseminates information on its operations and initiatives on a regular basis. The Company's website (www.iciciprulife.com) serves as an important information dissemination platform for all

its stakeholders, allowing them to access various details of the Company at their own convenience. It provides comprehensive information about the Company including Company's products, financial performance, Board of Directors and Board Committees, management/key personnel, customer service related touch points, and other statutory/ public disclosures.

The Company's investor relations personnel respond to specific queries and play a proactive role in disseminating information to both analysts and investors. All information which could have a material bearing on the Company's share price is disclosed to the Stock Exchanges as per applicable regulatory provisions. The information is also disclosed to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) from time to time in compliance with Listing Regulations and other applicable laws. The financial and other information and various compliances as required/prescribed under the Listing Regulations are filed electronically with NSE and BSE through NSE Electronic Application Processing (NEAP) System and through BSE Listing Centre and are also available on their respective websites in addition to the Company's website. Additionally, information is also disseminated to BSE/NSE where required, through email.

The extract of the Company's quarterly financial results are published in the Financial Express (Mumbai, Pune, Ahmedabad, New Delhi, Chandigarh, Lucknow, Kolkata, Bangalore, Chennai, Hyderabad and Kochi editions) and Loksatta (Mumbai, Pune, Nagpur, Ahmednagar, New Delhi, Aurangabad editions). The financial results, official news releases, analyst call transcripts and presentations are also available on the Company's website at www.iciciprulife.com.

General Shareholder Information

The Annual General Meeting (‘AGM') is proposed to be convened through Video Conference (VC) or/and Other Audio Visual Means (OAVM), in compliance with applicable provisions of the CA2013 read with General Circular dated September 19, 2024 read with General Circular dated September 25, 2023 issued by Ministry of Corporate Affairs (MCA) and Circular dated October 3, 2024 issued by Securities and Exchange Board of India read with earlier Circular(s) issued in this regard by the respective Authorities, Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations including any statutory modification(s) or re-enactment(s) thereof for the time being in force. Considering the same, the deemed venue for 25^th AGM shall be the registered office of the Company.

In view of the virtual AGM, the members are given the facility to attend and participate in the AGM through Video Conference (VC)/ Other Audio Visual Means (OAVM), by following the procedure mentioned in the Notice of the AGM.

General Body Meeting	Day, Date & Time
Twenty fifth AGM	Friday June 27, 2025 at 3:30 p.m.

Financial Year: April 1, 2024 to March 31, 2025

Book Closure: June 13, 2025 to June 27, 2025 (both days inclusive)

Dividend payment date: Within 30 days of the AGM

Self-Certification and Fit and Proper Declaration

Pursuant to IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024 (IRDAI Registration Regulations), read with its Master Circular, in case of a Listed Insurance Company, a person/entity shall be required to:

i.    Submit a Self-Certification, for transferring more than 1% but less than 5% of the paid-up equity capital of the Company, immediately upon execution of the transaction.

ii.    Take prior approval of IRDAI, for acquiring more than 5% of the paid-up equity capital of the Company

Accordingly, the format of Self-Certification and Fit and Proper Declaration, IRDAI Registration Regulations and its Master Circular has been hosted on the website of the Company at https://www.iciciprulife.com/about-us/ shareholder-information/other.html?ID=about-other.

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

Business Responsibility and Sustainability Report (BRSR) as stipulated under Regulation 34 of the Listing Regulations has been hosted on the website of the Company and can be viewed at https://www.iciciprulife. com/about-us/shareholder-information/other.html.

Reporting Criteria

The reporting criteria used by the Company to prepare the BRSR is issued under SEBI Listing Regulations read with SEBI Master Circular dated November 11, 2024 (Master Circular), SEBI Circular dated December 20, 2024 and SEBI Circular dated March 28, 2025, the Guidance note for BRSR read with National Guidelines for Responsible Business Conduct Issued by Ministry of Corporate Affairs.

Reasonable Assurance Report

The Reasonable Assurance Report of Walker Chandiok & Co., LLP is annexed to the BRSR and shall form part of the Annual Report for FY2025.

The Company has an elaborate ESG Report that details the efforts of the Company on sustainability and is also available on its website at https://www.iciciprulife. com/about-us/investor-relations.html?ID = about1. The Company constantly undertakes technology and digitalization initiatives and works with employees, partners and customers to offer simple and robust technology solutions towards reducing the Company's carbon footprint.

The Company has undertaken various initiatives for energy conservation at its premises and has used information technology extensively in its operations, which includes technological interventions in aspects pertaining to policy lifecycle, marketing & lead generation, partner integration, analytics and assurance.

Digitisation

The Company has completely digitised its policy issuance and servicing operations. More than 99% of our policies are logged in digitally. The Company has also given its customers the facility of opening an e-insurance accounts, which is an electronic repository of policies. This allows our customers to electronically store and manage their insurance policies.

To the extent permitted, the Company communicates with its customer via SMS and email to limit the usage of paper. Employees, advisors, and partners use our digital platforms. Due to these initiatives, the Company's paper usage has decreased significantly over the years. These measures and digital processes have not only increased speed and convenience for employees, customers and distributors, but they have also had a good environmental impact.

Maintenance of cost records

Being an Insurance Company, the maintenance of cost records, for the services rendered by the Company,

pursuant to Section 148(1) of the CA2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, is not applicable.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year.

The Company has not filed any application for settlement nor are any such proceedings pending under the Insolvency and Bankruptcy Code, 2016, against the Company, as at March 31, 2025.

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

The above is not applicable given that the Company has not filed any application for settlement under the Insolvency and Bankruptcy Code, 2016 during the financial year ended March 31, 2025.

Commodity price risk or foreign exchange risk and hedging activities

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

Plant Locations

The Company has various branches across the country, however, there are no plants as the Company is not a manufacturing entity.

Details of unclaimed suspense account as provided by our RTA i.e. KFin Technologies Limited pursuant to Regulation 39 read with Part F of Schedule V

of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

No shares were lying in the unclaimed suspense account as of March 31, 2025.

Events after Balance Sheet date

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

Disclosures for FY2025:

(a)    There are no materially significant related party transactions that may have potential conflict of interest with the overall business operations of the Company.

(b)    No penalties or strictures have been imposed on the Company by the Stock Exchanges, the Securities & Exchange Board of India, Insurance Regulatory and Development Authority of India or any other statutory authority, for any non-compliance on any matter relating to capital markets, during the last three years.

(c)    In terms of the Whistle Blower Policy of the Company, no employee of the Company has been denied access to raising concerns through the mechanism of the Whistle Blower policy.

(d)    There are no agreements binding the Company under clause 5A of paragraph A of Part A of Schedule III of Listing Regulations.

Adoption of mandatory and non-mandatory requirements

The Company has complied with all mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub regulation 2 of Regulation 46 and some of the non-mandatory requirements pertaining to Corporate Governance stipulated under the Listing Regulations. The Company has adopted non-mandatory requirement regarding the reporting requirement of the internal auditor, which in the Company's instance, reports directly to the Board Audit Committee.

Green Initiatives in Corporate Governance

In line with the ‘Green Initiative', the Company has effected electronic delivery of notice of Annual General Meeting, Postal Ballot and Annual Report to those Members whose e-mail ids were registered with the respective Depository Participants and downloaded from the depositories viz. National Securities Depository Limited/ Central Depository Services (India) Limited. The CA2013 and the underlying rules as well as Regulation 36 of the Listing Regulations, permit the dissemination of financial statements and annual report in electronic mode to the Members. The Directors are thankful to the Members for actively participating in the Green Initiative and seek their continued support for effectively implementing the Green Initiative cause.

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

Share Transfer System

SEBI has mandated transfer of securities only in dematerialized form, except for transmission and transposition of securities. The Share Transfer Systems of the Company is managed by KFin Technologies Limited, Registrar and Share Transfer Agent (RTA) of the Company. The address of the RTA is as follows:

KFin Technologies Limited

Ms. C Shobha Anand

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

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

Email ID: [email protected] and [email protected]

Toll Free/ Phone Number: 1800 309 4001

KPRISM (Mobile Application): https://kprism.kfintech.com/

KFINTECH Corporate Website: https://www.kfintech.com RTA website: https://ris.kfintech.com

Investor Support Centre (DIY Link): https://ris.kfintech.com/clientservices/isc

KFin Technologies Limited, RTA of the Company, have in compliance with the SEBI circular dated June 8, 2023, created an online application for processing investor service request and complaints. The same can be accessed at https://ris. kfintech.com/default.aspx# > Investor Services > Investor Support.

Debenture Trustees

Axis Trustee Services Limited

Registered Office: Axis House, Bombay Dyeing Mills Compound,

Pandhurang Budhkar Marg, Worli Mumbai - 400 025

Telephone Number: 022-6226 0054

Fax Number: 022-6226 0050

Email id: [email protected]

Website: www.axistrustee.in

Information on shareholding

Shareholding pattern of the Company as at March 31, 2025

The Company's equity shares are traded mainly in dematerialised form. At March 31, 2025, 100% of paid-up equity share capital is held in dematerialised form.

Increase in share capital

The paid-up capital of the Company increased by ' 47.06 million from the previous financial year, consequent to allotment of shares resulting due to the exercise of stock options granted under the Company's Employee Stock Option Scheme, and the paid-up capital was ' 14,453.22 million at March 31, 2025.

Details of equity shares held by the non-executive Directors of the Company at March 31, 2025: Nil

Queries related to the operational and financial performance of the Company may be addressed to:

Mr. Dhiraj Chugha Investor Relations Registered office:

ICICI Prudential Life Insurance Co. Ltd.

ICICI Prulife Towers, 1089, Appasaheb Marathe Marg,

Prabhadevi, Mumbai 400025

Telephone: [phone]

Fax: [phone]

Email id: [email protected]

Address for Correspondence

Ms. Priya Nair

Company Secretary and Compliance Officer

ICICI Prudential Life Insurance Company Limited

1089, ICICI Prulife Towers, Appasaheb Marathe Marg,

Prabhadevi, Mumbai - 400025

Telephone: [phone]

Fax: [phone]

Email id: [email protected]

COMPLIANCE CERTIFICATE OF THE AUDITORS

The Company has annexed to this Report (Annexure D), a certificate obtained from the statutory auditors, Walker Chandiok & Co LLP, Chartered Accountants and M. P. Chitale & Co, Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in the Listing Regulations.

CERTIFICATE FROM A PRACTICING COMPANY SECRETARY

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report for

FY2025 forms part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c)

of the CA2013, the Board of Directors confirm:

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

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

3.    that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

ACKNOWLEDGEMENTS

The Company is grateful to the Insurance Regulatory & Development Authority of India, Securities and Exchange Board of India, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Board of Directors and the Company would also like to take this opportunity to express sincere thanks to our valued customers for their continued patronage and the investors for reposing confidence in the Company.

The Directors express their gratitude for the valuable advice and guidance received from time to time, from the auditors, the statutory authorities, Stock Exchanges and Depositories. The Directors express their sincere appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to deliver and extend quality services. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

1

   Appointed as a member w.e.f. July 4, 2024

2

   Ceased to be a member w.e.f. June 30, 2024

3

   Appointed as a member w.e.f. June 30, 2024

4

   Appointed as a member w.e.f. June 30, 2024, pursuant to IRDAI (Corporate Governance for Insurers) Regulations, 2024 read with the Master Circular on Corporate Governance for Insurers, 2024 which states that the Risk

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Mar 31, 2024

The Directors have pleasure in presenting the 24^th Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2024 (FY2024).

PERFORMANCE Industry in FY2024

During FY2024, the global economy was confronted with another bout of geopolitical conflict in the Middle East. As a consequence, rising inflation and increased interest rates exerted pressure on the cost of living in several economies, including those of advanced nations. Despite these challenges, the Indian economy remained resilient, bolstered by strong domestic demand, robust manufacturing and healthy investments.

India reported a strong Gross Domestic Product (GDP)^1 growth of 8.2% in Q1-FY2024, accompanied by a 8.5% growth in Gross Fixed Capital Formation (GFCF)². This growth trend persisted in Q2-FY2024, with a growth rate of 8.1%, which was supported by a 11.6% increase in GFCF. In Q3-FY2024, GFCF growth rate further surged to 10.6%, which drove the GDP growth rate to 8.4%, while private consumption showed modest growth in all quarters. Advanced estimates suggest that GDP^3 is expected to attain a robust growth rate of 7.6% in FY2024, up from 7.0% in FY2023.

The size of the Indian life insurance sector was ' 7,825.04 billion on a total premium⁴ basis in FY2023 as compared to ' 6,926.14 billion in FY2022, growth of 13.0% year-on-year. The new business Retail Weighted Received Premium (RWRP) for the overall industry increased by 4.8% from '1,039.56 billion in FY2023 to '1,089.75 billion in FY2024. The market share of private players increased from 65.8% in FY2023 to 67.8% FY2024.

Company in FY2024

With the customer-centric approach, the Company had a robust performance across service parameters. The claim settlement ratio for individual death claims was 99.17% for FY2024. The overall claim settlement ratio⁵ was 99.77% for FY2024. The average time taken for settlement of non-investigated retail death claims stood at 1.27 days in FY2024. The grievance ratio was 58 per 10,000 new individual business policies issued for FY2024. The 13^th month persistency ratio⁶ was 89.0% for FY2024.

Alignment between the business and people strategy and the consistent investments in the growth and development of employees have helped the Company make human resources a source of strength and a key competitive advantage. The focus of the key people imperatives has been to design the organisation for growth, strengthen capacity through talent attraction and robust onboarding, develop capability to enable future-ready talent and enable a culture underpinned on delivering employee value proposition of providing a Supportive Environment, providing Learning & Growth, and ensuring Fairness & Meritocracy.

Based on business requirements, capacity has been augmented in distribution roles and centres of excellence and supported through a robust capability development framework involving structured learning interventions, on the-job training, job rotation, job enrichment and self-paced virtual learning platforms. A well-defined performance & talent management system ensures alignment to the KPIs of the Company and clarity of purpose across levels, helps create a talent pipeline by nurturing high potential talent and enables differentiated rewards to help ringfence talent for the future. Key elements of the culture include aligning employees to key organisational imperatives, listening to employees and amplifying ground realities for faster decision making, emphasising the right behaviour, and encouraging employee well-being and inclusion.

The people strategy has enabled the Company to have leadership stability, with 77% of the senior management team having served the Company for more than ten years, leadership depth with 91% of senior management having done more than 3 job rotations⁷ and leadership cover with 100% of key positions at leadership levels having adequate leadership cover.

For the shareholders, the Company's primary focus continues to be the growth of the absolute Value of New Business (VNB) through the 4P strategy. The Company will continue to monitor itself against the 4P strategic elements with focus on quality business in a risk calibrated manner. The Company will also continue to invest in organisational capabilities such as People, Process, Technology & analytics, Distribution & Product to enhance the growth trajectory. The Company's primary focus continues to be to deliver growth of absolute VNB through the 4P strategy of Premium growth, Protection business

growth, Persistency improvement and Productivity enhancement, while keeping customer centricity at the core. The Company continues to integrate aspects of Environmental, Social, and Governance (ESG) into the management of the business as well. The Company has a 4D framework that includes ‘Data analytics', ‘Diversified propositions', ‘Digitalisation' and ‘Depth in Partnerships' which drives the 4P strategy in order to make sure the Company stays true to the philosophy and improves performance across all 4P strategic elements. The Company believes that this 4P strategy is appropriate in the context of the large insurance opportunity in the country, a facilitative regulatory regime and coupled with the objective to grow absolute VNB.

Premium growth:

The Company endeavors to grow premium through:

•    Enhancing distribution: The Company has been continuously investing in building distribution capacity especially in the proprietary channel, continuous product & process innovation, digitalisation and data analytics geared to simplify the business operations, aimed at enhancing customer experience. The Company is also focused on expanding the distribution network through the acquisition of new partners as well investing in creation of new sourcing channels. The Company will look to strengthen its distribution network through a closer mapping of distribution segments with customer segments and products.

•    Growing annuity line of business: The Company would continue to cater to the retirement savings needs of customers while managing the investment risk appropriately.

•    Deepening penetration in underserved customer segments: The Company will continue to focus on broadening the customer base through initiatives spanning across both distribution and products.

Annualised Premium Equivalent (APE) grew by 4.7% from ' 86.40 billion in FY2023 to ' 90.46 billion in FY2024. Within channel segments, agency APE grew by 15.6%, direct business APE grew by 20.0%, bancassurance APE grew by 2.3%, partnership distribution APE declined by 8.1%, and group APE declined by 8.0% in FY2024. On the products side, the strategy of continuous product innovation with the objective of delivering superior value propositions to the customers has resulted in strong growth across most product segments. Annuity business APE grew by 88.0%, linked business APE grew by 26.1%, retail protection APE grew by 46.6% & group funds APE grew by 4.6% in FY2024.

Protection business growth:

The Company has been focused on expanding the protection business & believes it offers strong growth opportunities. This would be done by offering protection products across channels, penetrating the online term insurance market and partnering with loan providers to offer coverage against loans. Given the current

levels of under-penetration, retail protection business growth presents a multi-decadal opportunity, while credit life and group term business also offer significant opportunities as the Company witness growth in credit and the economy.

The overall protection APE stood at ' 15.25 billion in FY2024 with contribution from credit life business at 39.4%, retail protection at 31.4% and group term at 29.2%. The retail protection business has registered a strong year-on-year growth of 46.6% in FY2024. Credit life business has also grown by 25.2% year-on-year in FY2024 in line with the strong credit growth in the economy while the group term business has declined in FY2024.

Persistency improvement:

The Company believes persistency is probably the most effective indicator of the quality of sales and is a barometer of customer experience. This parameter tracks the percentage of customers renewing their policies. The Company has developed AI models which predict future persistency behavior of the customer at various stages, and these enable them to take appropriate interventions. The Company will continue to invest in data science & customer-centric analytics engines to further improve the persistency.

The 13^th month persistency ratio improved by 240 basis points to 89.0% in FY2024. Similarly, the 49^th month persistency ratio also improved by 430 basis points to 68.5% in FY2024.

Productivity enhancement:

The productivity improvement initiatives are targeted at improving cost ratios. Technology and process reengineering have been at the center of the efforts to drive productivity improvement. The Company would continue to leverage the digital platform to improve customer experience and efficiency of the service operations.

The total expenses grew by 21.6% for FY2024. The increase in new business commission is attributed to the redesign of commission structure pursuant to the flexibility provided in IRDAI (Payment of Commission) Regulations. Additionally, the Company has been investing in capacity creation to support future growth. The investments made, though front ended, are necessary to deliver long-term sustainable growth for the Company.

The overall cost to Total Weighted Received Premium (TWRP) stood at 24.0% and the cost to TWRP ratio for the savings business at 15.8% for FY2024. The Company monitors cost ratios for the savings line of business separately. The objective is to bring efficiency in the savings line of business while the Company continues to focus on growth in the protection business. The cost to average assets under management has been stable at 2.7% for FY2024.

Value of New Business (VNB):

For FY2024, Value of New Business (VNB) was ' 22.27 billion and with an APE of ' 90.46 billion, VNB margin stood at 24.6%. The decline in VNB margin is primarily

on account of the shift in underlying product mix towards unit-linked and participating business from nonparticipating business, decline in group term business and higher expense ratio for the current year. The contribution of FY2024 VNB from protection products is at 51.4%, non-linked saving products is at 36.9% and unit-linked products is at 11.7%.

A summary of key financial and business parameters is set out below:

Particulars	FY2023	FY2024
New business	169.22	180.81
received premium	Â	Â
Annualised	86.40	90.46
premium equivalent	Â	Â
Savings including annuity	71.36	7 5.21
Protection	15.0 4	15.25
Total in-force sum	29.5	34.1
assured (? trillion)	Â	Â
13th month persistency8	86.6%	89.0%
49th month persistency8	64.2%	68.5%
Renewal premium	225.20	245.57
Cost to total weighted	21.5%	24.0%
received premium (TWRP)9	Â	Â
Cost to TWRP (savings)	14.2%	15.8%
Value of new business (VNB)	27.65	22.27
Embedded value (EV)	356.34	423.37

Outlook for the industry and the Company

The Indian life insurance sector stands as the fourth largest in Asia¹⁰ and is on course to be the sixth largest market in the world by 2032¹¹Â . The total life insurance premiums grew from ' 500.94 billion in FY2002¹²Â to ' 7,825.04 billion in FY2023¹³Â (14.0% CAGR¹⁴). Additionally, new business premiums (retail weighted received premium)^15 have risen from ' 116.00 billion in FY2002 to ' 1,039.66 billion in FY2023 (11.0% 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. The life insurance penetration, measured as a percentage of GDP, has increased from 2.1% in FY2002¹⁶ to 3.0% in FY2023¹⁷. Despite substantial growth in the life insurance industry, significant opportunities exist for further expansion to enhance insurance penetration and improve the insurance density of the country. A supportive regulatory

environment along with India's demographic factors such as a burgeoning middle class, a youthful insurable population, heightened awareness of the necessity for protection and retirement planning, rapid urbanization, and increasing financial savings are expected to bolster the growth of the life insurance industry in India.

Our Reach

The Company reaches its customers through 471 offices in 408 locations as of March 31, 2024. On March 31, 2024, the Company had 18,844 employees and 209,521 advisors to cater to the needs of customers. The Company distributes its products through agents, corporate agents, banks, brokers, proprietary sales force (PSF) and online channels.

Products

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

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

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

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

Claims

The Company settled over 311,038 mortality claims amounting to a total of ' 43.64 (Individual ' 18.67, Group ' 24.97) billion in FY2024 with individual claim settlement ratio of 99.17% and group claim settlement ratio of 99.79%. The overall claims settlement ratio with individual claims and group claims is 99.77%.

Further, the Company has also paid 108,384 maturity claims from its retail business operations and over 250,000 survival benefit claims amounting to ' 53.06 billion and ' 7.47 billion, respectively for FY2024. Additionally, the Company has settled 394,874 surrender claims from its retail business operations and 174,141 from group business, amounting to a total of ' 298.86 billion.

For non-investigated retail individual death claims, the settlement was completed within an average turnaround time of 1.27 days from the receipt of the last requirement as compared to thirty days allowed by the regulator.

Subsidiary

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

During FY2024, the subscriber assets managed by PFM increased by 72.6%, from ' 164.66 billion at March 31, 2023 to ' 284.19 billion at March 31, 2024. Additionally, PFM enrolled 159,368 new subscribers during the year. The profit after tax of PFM decreased from ' 28.3 million in FY2023 to a loss of ' 17.2 million in FY2024, primarily on account of increase in employee benefit expenses and expenses incurred for building capacity to support future growth. The profit after tax in FY2024 includes the recognition of a deferred tax asset arising from losses and unabsorbed depreciation, in view of the virtual certainty of realisation of this asset. The overall contribution of the subsidiary to the financial results of the Company is not significant currently. The subsidiary is committed towards increasing its presence in the industry and is focused on scaling up the business and revenue.

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

Rural and social business

The Company has micro insurance retail products and group micro insurance products to cater to the protection need of the unorganized and economically vulnerable section of the society.

•    The Company has provided risk cover to self-help group (SHG) members predominantly in the rural areas of Tamil Nadu, Maharashtra, Karnataka, Odisha and Assam. These members belong to a group of micro entrepreneurs having homogeneous social and economic background, who come together to avail micro credit for financing their small and micro enterprises.

•    The Company partners with micro finance institutions, banks and extends both retail and group micro insurance cover to customers for covering their loss of income risk arising out of unfortunate and untimely demise.

•    The Company has deployed dedicated manpower in ICICI Bank branches across the identified/allotted rural markets to deep-mine the opportunity through retail & group products largely aimed at covering the loan portfolio of bank customers. The team engages

with the members associated with Bank's SHPIs (Self-Help Promoting Institutions) to educate on need of insurance & selling of micro-insurance products.

•    129,844 policies were issued in rural areas,

constituting 20.90% of total policy issuances. The Company also covered 5,347,015 lives as a part of its social sector coverage.

FINANCIALS & AUDIT Financials

Particulars	Standalone		Consolidated
Â	FY2023	FY2024	FY2023	FY2024
Profit after tax	8.11	8.52	8.13	8.51
Balance brought forward from the	40.78	48.09	40.73	48.07
previous year Profit available for appropriations Appropriations:	48.88	56.61	48.86	56.58
Interim Equity Dividend	-	-	-	-
Final Equity Dividend	0.79	0.86	0.79	0.86
Tax on Equity Dividend	-	-	-	-
Surplus carried to next year's account	48.09	55.75	48.07	55.71

The financial position of the Company remained strong with a solvency ratio of 191.8 % at March 31, 2024 (208.9% at March 31, 2023) against the minimum regulatory requirement of 150%.

Transfer to Reserves

During FY2024, profit after tax amounting to ^ 7.66 bn after all adjustment and appropriation, was carried to reserve & surplus in Balance sheet.

Dividend and dividend distribution policy

The operations have resulted in a profit after tax of ' 8.52 billion in fiscal 2024 as compared to a profit after tax (PAT) of ' 8.11 billion for the previous year.

The Company has paid annual coupon payable on non-convertible debentures on its due date of November 6, 2023. The interest accrued thereafter has been duly provided for in the books of accounts. The Company's solvency ratio stood at 191.8% on March 31, 2024. The Board has proposed a final dividend of ' 0.60 per equity share for FY2024 amounting to ' 0.86 billion for FY2024, representing a dividend payout ratio of 10.14% of PAT.

In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is disclosed on its website https://www.iciciprulife.com/ about-us/corporate-policies.html.

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

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

For the financial year ended March 31, 2024, dividend amount of ' 1.32 million remaining unclaimed for a period of seven years from the date of its transfer to the unpaid dividend accounts of the Company has been transferred to IEPF.

Pursuant to Section 124(6) of the CA2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, for the financial year ended March 31, 2024, 9845 equity shares in respect of which the dividend has not been claimed for seven consecutive years have been transferred to the designated demat account of the IEPF Authority.

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

The unclaimed dividend for the financial year ended March 31, 2017 and March 31, 2018 shall be transferred to the IEPF in FY2025. The corresponding shares, if the dividend is unclaimed for a period of seven years along with the unclaimed dividend shall also be transferred to the dematerialised account of the IEPF Authority.

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

Particulars of loans, guarantees or investments

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

Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the CA2013 including certain arm's length transactions under third proviso thereto are disclosed in Form AOC -2 appended as Annexure A. Further, as per the shareholding pattern of the Company, only ICICI Bank Limited and Prudential Corporation Holdings Limited have a 10% or more shareholding in the Company. The transactions with these entities are disclosed in note 3.12 of related party transactions under notes to accounts.

The Company has a Board approved policy on Related Party Transactions, which has been updated as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the updated policy has been hosted on the website of the Company and can be viewed at https://www.iciciprulife.com/about-us/corporate-policies.html.

Public deposits

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

Auditors Statutory auditors

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

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

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

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

Fees for services to statutory auditors

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

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

Name of the Auditor	Services rendered	Year ended March 31, 2023	Year ended March 31, 2024
Walker Chandiok & Co. LLP	Assurance Provider for BRSR core report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Â	1.0
Total	Â	-	1.0

Secretarial auditors

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

Auditor’s report

There is no qualification, reservation or adverse remark made by both, the statutory auditors and secretarial auditors, in their report. There were no reportable frauds identified by the auditors during FY2024.

COMPLIANCE AND RISK

Statement in respect of adequacy of internal financial controls

The Company has complied with internal financial controls (IFC) as per section-134 (5) of Companies Act, 2013 and regulation 17(8) of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 in terms of internal controls over financial reporting and section 404 of Sarbanes Oxley Act (SOX), 2002. To ensure effective internal financial controls, the Company has implemented Internal Control Framework, 2013 endorsed by the Committee of Sponsoring Organisations (COSO) of the Treadway Commission. The Company's internal financial control framework comprises of internal controls over financial reporting, operating controls, and fraud prevention controls. The framework is designed to ensure accuracy, completeness and reliability of financial records, orderly and efficient conduct of business and safeguarding of assets as well as prevention and detection of fraud. The Company has a mechanism of testing the controls at regular intervals for design and operating effectiveness. Further, the auditors opine on the adequacy and operating effectiveness of internal financial controls over financial reporting. The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment. The key components of the internal financial control framework include:

Entity level controls: The control environment of the Company relies on a set of Entity Level Controls (ELCs) that operate at an organisation level and may not be embedded in any single process of the Company. The ELCs set up by the Company include:

(a)    Corporate governance framework comprising Board and Executive committees for oversight of the management of the Company.

(b)    Policies commensurate with the Company's size and level of complexity to establish standards of conduct, including a code of conduct, whistle blower policy, prevention of harassment in the workplace, conflict of interest, corporate communications, insurance awareness and customer education policy, grievance redressal policy, record maintenance policy, delegation of financial powers, accounting policy, etc.

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

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

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

(f)    Framework to ensure compliance with regulations, laws including compliance certification, regular communication of changes in regulations/ laws, and litigation management. Framework to ensure compliance of internal control over financial reporting.

(g)    Budgeting, monitoring, and reporting of the performance with key performance indicators.

(h)    Information and cyber security policy and information security framework along with framework to ensure business continuity and disaster recovery.

Process controls: These comprise of controls operating at process level with the objective of providing assurance at a transaction recording stage. The salient aspects of the control framework include:

(a)    All business processes having implications on financial results, regulatory and shareholder reporting are subject to quarterly reviews. Any material deficiency is discussed at the Audit Committee meetings.

(b)    The Company has deployed automation in most aspects of transaction processing (including policy administration, investment management, actuarial computations, expense processing, claims management, human resource processes and accounting) to ensure greater control and efficiency.

Information Technology (IT) controls: The Company has in place a robust IT control environment including controls pertaining to change management, system & database management, access management, master maintenance, interface, job scheduling, datacenter, cloud management, backup and disaster recovery and cybersecurity to ensure data integrity and accuracy of information stored in IT systems. Further the Company has been compliant with the requirements, prescribed under amendments in the Companies (Account) Rules, 2014, of using accounting software which has a feature of recording audit trail and creating an edit log of each change made in the books of account.

Control over third parties providing services: The Company has a vendor on-boarding process with due diligence, risk assessment, document review and periodic assessment to ensure controls over third-party service providers relevant from a financial reporting perspective. Further, the Board Risk Management Committee has oversight on the implementation of controls and monitors the performance of the outsourced vendors.

Safeguarding of assets: The Company has adequate controls over safeguarding of assets (comprising of investment assets, IT assets and other assets). These controls are based on value and custody of assets.

Review controls: Review controls comprise of multiple levels of oversight over financial reporting by way of a strong reporting and review framework as follows:

(a)    The financials are audited by joint statutory auditors and are reviewed and approved by the Audit Committee and Board. They are also submitted to the Insurance Regulatory and Development Authority of India (IRDAI).

(b)    The Internal Audit Department exercises independent oversight over operational and financial processes. Any significant observations and recommendations are presented to the Audit Committee. The investment operations function is subject to concurrent audit certification and an Investment Risk Management Systems (IRMS) audit once in two years. Any significant findings in the concurrent audit or IRMS audit are presented to the Audit Committee.

(c)    The Company has an effective organisation structure that segregates duties among business groups, thereby, ensuring orderly and efficient conduct of business. Additionally, the Board has constituted various committees responsible for specific operational areas, formulation of policies and frameworks, and identification, assessment and monitoring of principal risks in accordance with the policies and procedures.

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

Fraud prevention: The Company has a Board approved fraud risk management policy which is based on ‘Insurance Fraud Monitoring Framework' guidelines issued by IRDAI. The Company has an Operational Risk Management Committee (ORMC) which independently monitors frauds. The ORMC reports to the Executive Risk Committee which ultimately reports to the Board Risk Management Committee (BRMC).

(a) The fraud control framework consists of preventive measures, incident management and awareness activities. Preventive measures include fraud risk assessment for design of processes, investigation triggers across policy life cycle and proactive use of analytics to identify fraud patterns. Incident management includes recovery of loss,

action through law enforcement agencies, detailed investigation and root cause analysis, and fraud incident reporting to BRMC. Awareness includes mandatory induction training and awareness program for employees, regular communication to policy holders, fraud prevention tips on the Company's website, etc.

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

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

Internal audit and compliance framework Internal audit:

The Internal Audit Department (IAD) of the Company acts as an independent entity and reports to the Audit Committee of the Board. IAD has an unrestricted access to the Audit Committee Chairperson and the Managing Director and Chief Executive Officer (MD & CEO). The Head-Internal Audit reports directly to the Audit Committee of the Board and administratively reports to the Chief Risk & Compliance Officer. The IAD has developed a Risk Based Audit Plan (RBAP) and the same has been approved by the Audit Committee of the Board. The basic philosophy of risk-based audit framework is to provide reasonable assurance to the Audit Committee of the Board and management about the adequacy and effectiveness of the risk management and control framework in the Company. The scope of Internal Audit includes the review of risk management procedures, internal control systems, information systems and governance processes. Key audit observations and recommendations made are reported to and discussed at the Audit Committee of the Board. Implementation of the recommendations is actively monitored.

Compliance:

The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/procedures, such as the Compliance Policy, Anti- Bribery and AntiCorruption Policy, Anti-Money Laundering Policy and an employee code of conduct, which govern the day-to-day activities to ensure compliance. The Compliance Function disseminates the information regarding relevant laws, regulations and circulars related to insurance and antimoney laundering to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued on these aspects. The compliance team also monitors the adequacy of the compliance framework across the Company with the Internal Audit Department through an integrated risk-based audit plan. Key issues observed as a part of this monitoring are reported to

the Board Audit Committee and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee and Board of Directors meetings on a quarterly basis.

Risk management

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

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

In addition to these risks, the life insurance industry faces a number of emerging risks. Geo-political tensions and the potential for disruption to energy supplies are an additional source of uncertainty for financial and commodity markets and a trigger for inflation (which could impact credit quality of counterparties, as well as reduce real wages thereby impacting discretionary savings, insurance new business and persistency risk). There are also emerging risks related to ESG (environmental, social and governance) issues. One of the most prominent ESG risks is that of climate change which could potentially have wide-ranging implications including (but not limited to) adverse impact on economic growth and investment markets and higher than expected claims due to increased risk of future weather-related catastrophes, pandemics as well as possible changes in long-term mortality/morbidity rates. Apart from climate change, there are emerging risks associated with public health trends such as increase in obesity related disorders and demographic changes such as population urbanisation and ageing. Other important ESG elements include data privacy which has an increasing material impact on Company's reputation.

The risk management framework of the Company seeks to identify, measure and control its exposures to all these risks within its overall risk appetite. The Company periodically carries out stress testing of its assets and liabilities to identify impact on regulatory and economic solvency, statutory profits and liquidity position.

Such testing is used as an aid in identifying significant existing or emerging risks to its financial position, including the potential impact of severe economic shocks and catastrophic events like pandemics, which could materialize as a consequence of several risk factors including climate change and other sustainability risks. The Company has a framework for information and cyber security as well as business continuity management to analyse emerging risks through regular monitoring of the external and internal environment which has been further augmented in the current situation. The Company also has a privacy policy to ensure protection of sensitive personal data or information collected. The Company has updated the Board risk policy by integrating sustainability risks in the risk management framework. The key aspects of the Company's risk management framework have been outlined below. Further information on the Company's approach to risk management is available in the sections on ‘Enterprise Risk Management' and ‘Risks and Opportunities' of this Annual Report.

1.1. Investment risk

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

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

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

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

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

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

1.2. Insurance Risk

Insurance risk is the risk arising because of variance to

the best estimate or because of random fluctuations in

the frequency, size and timing of insurance liabilities.

Insurance risk comprises the following components:

mortality, morbidity, persistency and expense risk.

These risks are mitigated through the following:

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

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

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

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

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

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

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

1.3. Operational risk:

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

The Company uses the following approaches to manage operational risk:

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

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

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

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

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

(f)    Business Continuity Management (BCM): The Company has a BCM policy and framework to ensure resilience and continuity of key products and services at a minimum acceptable level. BCM includes systems and processes for management of risk including use of disaster recovery sites and business continuity plans for critical processes which are being tested periodically. The Company has been accredited with the ISO 22301:2019 certification for the business continuity management systems.

(g)    Information and cyber security: The Company has an information and cyber security policy and framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organisation. The Company has defence-in-depth approach, and has deployed security solutions like firewalls, intrusion prevention systems, anti-malware solutions, end-point detection and response (EDR), email security, data leakage prevention and web proxy. Vulnerability assessment and penetration testing program for critical information technology applications and infrastructure has been defined, to ensure IT Systems are secured for operations during its life cycle. Further, cloud security strategy and practices for protecting data and IT infrastructure has been implemented. Cyber security operations centre (SOC) has been setup for proactive monitoring (24x7), incident response, recovery and remediation activities. Cyber security advisories issued by security experts are being monitored and suitable actions are being initiated. Based on the Information Security Management System (ISMS) controls implemented and the assessment conducted by the certification body, the Company has been awarded a certification under ISO 27001:2013 standard.

(h)    Privacy policy: The Company has a privacy policy in accordance with Information technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011. The policy provides the Company's commitment to privacy throughout the life cycle of the information from, collection, processing, sharing, retention and destruction, by taking reasonable steps to protect the confidentiality of the Personal Information provided and protect it from unauthorised access or alteration, disclosure or destruction.

(i)    The Company has adopted highest business, governance, ethical and legal standards. The Whistle blower policy aims to provide a mechanism to ensure that concerns are appropriately raised, independently investigated and addressed.

1.4. Reputation Risk:

Reputation risk is defined as the risk of negative opinion about the financial stability, service levels, integrity, transparency or any other aspect, as perceived by the stakeholders, resulting in a decline in business volumes and eventually impacting continuity of business. The Company has a framework in place for managing reputation risk and periodically monitors various parameters that could impact the reputation of the Company.

Code of conduct under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

The Company has in place a Code of conduct to regulate, monitor and report trades in Securities by Designated

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

CEO/CFO certification

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

CORPORATE GOVERNANCE

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

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

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

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

Compliance to Secretarial Standards

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

Annual return

A copy of the annual return for FY2024 will be hosted on the website of the Company at https://www.iciciprulife. com/about-us/shareholder-information/other.html.

Particulars of employees

The statement containing the particulars of employees as required to be disclosed under Section 197(12) of the CA2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in an Annexure and forms part of this Report. In terms of Section 136(1) of CA2013, the Report and the Accounts are sent to the members excluding the aforesaid Annexure. Any member

interested in obtaining a copy of this Annexure may write to the Company Secretary at the Registered Office of the Company.

Corporate Social Responsibility (CSR) initiatives

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

The Company has spent ' 26.5 million for FY2024 towards CSR programs as against ' 26.4 million required to be spent, which is 2% of the average net profits made during the three immediately preceding financial years, in accordance with Section 135 of CA2013.

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

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

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

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

a.    number of complaints filed during the financial year: 15

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

c.    number of complaints pending to be resolved as on end of financial year: NIL

Further, the Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Whistle blower policy

The Company has adopted highest business, governance, ethical and legal standards. The Whistle Blower policy aims to provide a mechanism to ensure that concerns are appropriately raised, independently investigated and addressed.

The purpose of the Policy is to encourage employees/ stakeholders to report matters without the risk of subsequent victimisation, discrimination or disadvantage.

The Whistle Blower policy covers all employees, including Directors of the Company and stakeholders. The policy encourages any employee, stakeholder or Director to report any breach of any law, statute or regulation, issues related to accounting policies and procedures, acts resulting in financial loss or loss of reputation, misuse of office, suspected/actual fraud and criminal offences, non-compliance to anti-bribery and anti-corruption policy. Besides, it also includes leak of any unpublished price sensitive information (UPSI) pursuant to SEBI Regulations or any such information prescribed pursuant to any regulations/laws, as amended from time to time. Such complaints are reported to the Audit Committee of the Board.

The policy has been periodically communicated to the employees and for stakeholders, an extract of the same has also been hosted on the Company's intranet and details pertaining to establishment of a vigil mechanism are hosted on the website at https://www.iciciprulife. com/about-us/corporate-policies.html.

Code of conduct

The Company has a code of conduct (Code) for Directors and employees of the Company, which was last reviewed and amended by the Board of Directors at its meeting held on July 18, 2023. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company. The Code lays down the broad framework of general guiding principles for conducting day-to-day business. This Code is available on the website of the Company (https:// www.iciciprulife.com/about-us/corporate-policies.html). Pursuant to the Listing Regulations, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and senior management forms part of this Annual Report.

Policy for determining material subsidiaries

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

Board of Directors

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

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

Directors. The Board is responsible for the corporate strategy and other responsibilities as laid down by IRDAI under the Corporate Governance guidelines. The Managing Director & CEO oversees implementation of the strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of executive, non-executive and independent Directors on various Board Committees. None of the Directors is/are related to any other Director or employee of the Company.

The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has constituted Committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Policyholder Protection, Grievance Redressal and Claims Monitoring Committee, Board Nomination and Remuneration Committee, Board Sustainability and Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Board Information Technology Strategy Committee, With Profits Committee and Strategy Committee.

The Company recognises that a diverse Board will have different thoughts, perspectives, knowledge, skill, industry experience, age and gender, which will ensure that the Company retains its competitive advantage. The Board Nomination and Remuneration Committee recommends the appointment of Director(s) to the Board of the Company based on the criteria for appointment of Directors.

In accordance with the ‘criteria for appointment of the Directors and official(s) who may be appointed in senior management of the Company', identified by the Board, the areas of knowledge, skills and expertise which would be required to be possessed by the Board of the Directors of the Company in the context of life insurance business, included finance & accountancy, banking, insurance, strategy and corporate planning, risk management, securities market, economics, law and governance, consumer insights, marketing and human resources. The Directors of the Company have the skills and expertise as prescribed in the criteria, details of which are given below along with their educational qualification, as at March 31, 2024.

Name of the Director	Directors Identification Number (DIN)	Educational Qualification	Field of specialisation/ areas of core expertise
Non-executive non-independent Directors		Â	Â
Mr. Sandeep Batra, non-executive Director representing ICICI Bank Limited 1	03620913	Chartered Accountant and Company Secretary	Accountancy, Banking, Finance, Law, Information Technology, Human Resources, Risk Management, Business Management, Insurance, Securities, Governance, Economics
Mr. Anuj Bhargava, non-executive Director representing ICICI Bank Limited2	02647635	Chartered Accountant, Bachelor of Commerce (Sydenham College).	Finance & accountancy, Banking, Strategy and Corporate planning
Mr. Solmaz Altin, non-executive Director representing Prudential Corporation Holdings Limited3	08206960	Graduate Degree in Banking and Economics (Diplom-Okonom), University of Duisburg (Germany)	Insurance (life, health and nonlife), corporate strategy and finance, global transformation, digital and technology, customer centricity
Non-executive independent Directors		Â	Â
Mr. M. S. Ramachandran -Chairman1	00943629	Bachelor’s degree in Mechanical Engineering from the College of Engineering, Guindy (Anna University)	Strategy and corporate planning
Mr. Dilip Karnik	06419513	Bachelor’s degree in Science and Bachelor’s degree in Law (Gold Medalist)	Law and governance
Mr. R. K. Nair	07225354	Master’s degree in Science, Bachelor’s degree in Law, Master of Business Administration - Financial Management, Diploma in Securities Law	Finance & accountancy, banking, insurance, securities and economics, law, human resources, risk management, information technology
Mr. Dileep Choksi	00016322	Chartered Accountant, Bachelor’s degree in Law, a member of the Institute of Cost and Works Accountants of India (ICWA), and Trust and Estate Practitioner (TEP) and member of Society of Trust and Estate Practitioners (STEP)	Finance & accountancy, taxation, strategy and corporate planning

Name of the Director	Directors Identification Number (DIN)	Educational Qualification	Field of specialisation/ areas of core expertise
Ms. Vibha Paul Rishi	05180796	Master’s degree in Business Administration with a specialisation in Marketing from the Faculty of Management Studies, University of Delhi and Honours in Economics from Lady Sri Ram College, Delhi University	Finance & accountancy, agriculture and rural economy, information technology, economics, risk management, consumer insights, marketing, human resources, strategy and corporate planning
Mr. Naved Masood4	02126497	B. Sc (Hons), LLB (Hons)	Securities and economics, law and governance, Corporate Regulations, Affairs of Stock Exchanges and Public Policy
Whole-time Director(s)
Mr. Anup Bagchi, Managing Director and Chief Executive Officer5	00105962	Post graduate diploma in management from Indian Institute of Management, Bangalore and Bachelor of Technology from Indian Institute of Technology, Kanpur	Finance & accountancy, banking, strategy and corporate planning

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Name of the Director	Board meetings attended/held during the year ended March 31, 2024	Attendance at last AGM (July 28, 2023)
Non-executive non-independent Directors	Â	Â
Mr. Sandeep Batra, Non-executive Director representing ICICI Bank Limited	7/7	Present
Mr. Benjamin Bulmer, Non-executive Director representing Prudential Corporation Holdings Limited1	4/4	Present
Mr. Solmaz Altin, Non-executive Director representing Prudential Corporation Holdings Limited2	2/3	Not Applicable
Mr. Anuj Bhargava, Non-executive Director representing ICICI Bank Limited3	6/6	Present
Non-executive independent Directors	Â	Â
Mr. M. S. Ramachandran, Chairman	7/7	Present
Mr. Dilip Karnik	7/7	Present
Mr. R. K. Nair	7/7	Present
Mr. Dileep Choksi	7/7	Present
Ms. Vibha Paul Rishi	6/7	Present
Mr. Naved Masood4	1/1	Not Applicable
Whole-time Director(s)	Â	Â
Mr. N. S. Kannan, Managing Director & CEO5	2/3	Not Applicable
Mr. Anup Bagchi, Managing Director & CEO6	7/7	Present

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

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

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

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

Number of other directorships	Number of other committee memberships3 (Audit Committee and Stakeholders Relationship Committee of Indian public limited companies)	Â
Name of the Director Indian public other limited companies2 companies1		Names of other listed entities where the person is a director and category of directorship
Non-executive non-independent Directors
Mr. Sandeep Batra, 4(2) - non-executive Director representing ICICI Bank Limited	3	1.    ICICI Bank Limited, Executive Director 2.    ICICI Lombard General Insurance Company Limited, Non-Executive -Non Independent Director
Mr. Anuj Bhargava, - 1 non-executive Director representing ICICI Bank Limited	Â	Â
Mr. Solmaz Altin, - 4 non-executive Director representing Prudential Corporation Holdings Limited	Â	Â
Non-executive independent Directors
Mr. M. S. Ramachandran, 1 1 Chairman	-	1. Supreme Petrochem Limited, NonExecutive - Independent Director

Â	Number of		Number of other committee memberships3 (Audit Committee and Stakeholders Relationship Committee of Indian public limited companies)	Â	Â
Â	other directorships			Â	Â
Name of the Director	Indian public limited companies1	other companies2		Names of other listed entities where the person is a director and category of directorship
Mr. Dilip Karnik	5	-	3	1.	Birla Corporation Limited, Non-Executive - Non Independent Director
Â	Â	Â	Â	2.	Universal Cables Limited, Non-Executive - Non Independent Director
Â	Â	Â	Â	3.	Vindhya Telelinks Limited, Non-Executive - Non Independent Director
Â	Â	Â	Â	4.	ICICI Securities Primary Dealership Limited (Debt listed), Independent Director
Mr. R. K. Nair	5	3	5(1)	1.	ICICI Bank Limited, Non-Executive -Independent Director
Â	Â	Â	Â	2.	Geojit Financial Services Limited, Non-Executive -Independent Director
Â	Â	Â	Â	3.	ICICI Securities Primary Dealership Limited (Debt listed), Independent Director
Â	Â	Â	Â	4.	Inditrade Capital Limited, NonExecutive - Independent Director
Mr. Dileep Choksi	7	3	6(2)	1.	Arvind Limited, Non-Executive -Independent Director
Â	Â	Â	Â	2.	Deepak Nitrite Limited, NonExecutive - Independent Director
Â	Â	Â	Â	3.	AIA Engineering Limited, Non -Executive - Independent Director
Â	Â	Â	Â	4.	Swaraj Engines Limited, NonExecutive - Independent Director
Ms. Vibha Paul Rishi	4	4	5(3)	1.	Asian Paints Limited, Non-Executive - Independent Director
Â	Â	Â	Â	2.	Tata Chemicals Limited, NonExecutive - Independent Director
Â	Â	Â	Â	3.	ICICI Bank Limited, Non-Executive -Independent Director
Â	Â	Â	Â	4.	Piramal Pharma Limited, NonExecutive - Independent Director
Mr. Naved Masood	1	-	-	Â	-
Whole-time Director(s)	Â	Â	Â	Â	Â
Mr. Anup Bagchi, Managing Director & CEO	2	-	-	Â	-

1.    Comprises of other public limited companies incorporated in India. Figures in parentheses indicate Board chairpersonship by the Directors in other unlisted public companies.

2.    Comprises of private limited companies incorporated in India and foreign companies but excludes Section 8 companies and not for profit foreign companies. Figures in parentheses indicate Board chairpersonship.

3.    Figures in parentheses indicate committee chairmanship including alternate chairpersonship.

In terms of the Listing Regulations, the number of Committees (Audit Committee and Stakeholders Relationship Committee) of public limited companies in which a Director is a member/chairperson were within the limits prescribed under Listing Regulations, for all the Directors of the Company. The number of directorships of each independent Director is also within the limits prescribed under Listing Regulations.

Independent Directors

The Board of Directors of the Company at March 31, 2024 comprised of ten Directors, out of which six are independent Directors.

All independent Directors have confirmed that they meet the criteria of independence as laid down under Section 149(6) of the CA2013 and the Listing Regulations and have confirmed that their names have been added in the data bank maintained by the Indian Institute of Corporate Affairs for independent directors, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Pursuant to the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, every individual whose name is so included in the data bank shall pass an online proficiency self-assessment test. However, an individual who has fulfilled the criteria prescribed in Rule 6(4) of the said Rules, is exempt from passing the online self-assessment test. In view of the same, none of the Independent Directors were required to take the proficiency self-assessment test. The Board at its meeting held on April 23, 2024, has reviewed the submissions received from all the independent Directors and has confirmed that the independent Directors fulfil the criteria laid down by requisite regulations and are independent from the management. Further, based on these disclosures and confirmations, the Board is of the opinion that the Directors of the Company are eminent persons with integrity and have necessary expertise and experience to continue to discharge their responsibilities as the Director of the Company.

Board Committees

The details of Board Committees are as follows:

A. Board Audit Committee

The primary objective of the Committee is to monitor and provide an effective supervision of the financial reporting process, with high levels of transparency, integrity and quality of financial reporting. The Committee oversees the functions of internal audit & compliance functions and ensures deployment of policies for an effective control mechanism including mechanism to address potential conflict of interest amongst stakeholders. The Committee has the authority and responsibility to select, evaluate and recommend the statutory auditors in accordance with law. The Committee ensures independence of control functions demonstrated by a credible reporting arrangement.

Terms of reference:

i. Accounts & Audit

i. Oversee the financial statements, financial reporting process, statement of cash flow and disclosure of its financial information, both on an annual and quarterly basis, to ensure that the financial statement is correct, sufficient and credible;

ii.    Recommend the appointment, reappointment, terms of appointment and, if required, the replacement or removal; remuneration, reviewing (with management) performance and oversight of the work of the auditors (internal/ statutory/ concurrent) and to review and monitor the auditor's independence and performance, and effectiveness of audit process;

iii.    Oversight of the procedures and processes established to attend issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person;

iv.    Evaluation of internal financial controls and risk management systems;

v.    Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern;

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

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

•    Matters required to be included in the director's responsibility statement to be included in the Board's report in terms of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013;

•    Changes, if any, in accounting policies and practices and reasons for the same;

•    Major accounting entries involving estimates based on the exercise of judgment by management;

•    Significant adjustments made in the financial statements arising out of audit findings;

•    Compliance with listing and other legal requirements relating to financial statements to the extent applicable;

•    Approval or any subsequent modification and disclosure of any related party transactions of the Company, in accordance with applicable provisions, as amended from time to time; and

• Modified opinion(s) in the draft audit report.

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

ix.    To the extent applicable, review with the management, the statement of uses/ end use/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.) and related matter, the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

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

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

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

xiii.    To review the utilisation of loans and/ or advances from/investment by the holding company in the subsidiary exceeding ' 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments.

ii. Internal audit

i.    Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;

ii.    Oversee the efficient functioning of the internal audit department and review its reports. The Committee would additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice;

iii.    Set-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms;

iv.    Discussion with internal auditors of any significant findings and follow up there on;

v.    Review the findings of any internal investigations by the internal auditors into

matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

vi.    Review with the management, performance of internal auditors and the adequacy of the internal control systems;

vii.    Look into the reasons for substantial defaults in the payment, if any, to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; and

viii.    Review the functioning of the whistle blower/vigil mechanism.

iii. Compliance & ethics and others

i.    Monitor the compliance function and the Company's risk profile in respect of compliance with external laws and regulations and internal policies, including the Company's code of ethics or conduct;

ii.    Review reports on the above and on proactive compliance activities aimed at increasing the Company's ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same;

iii.    Discuss the level of compliance in the Company and any associated risks and to monitor and report to the Board on any significant compliance breaches;

iv.    Supervise and monitor matters reported using the Company's whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations;

v.    Advise the Board on the effect of the above on the Company's conduct of business and helping the Board set the correct ‘tone at the top' by communicating, or supporting the communication, throughout the Company of the importance of ethics and compliance;

vi.    Approve compliance programmes, reviewing their effectiveness on a regular basis and signing off on any material compliance issues or matters;

vii.    Review key transactions involving conflict of interest;

viii.    Review the anti-money laundering (AML)/ counter - financing of terrorism (CFT) policy annually and review the implementation of the Company's AML/CFT program;

ix.    Review compliance of Insurance Regulatory & Development Authority of India (IRDAI) corporate governance guidelines;

x.    Monitor the directives issued/ penalties imposed/ penal action taken against the Company under various laws and statutes and action taken for corrective measures; and

xi.    Approval of appointment of chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate.

xii.    Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

xiii.    Carrying out any other function, if any, as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or specified/ provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), or by any other regulatory authority.

Composition

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

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

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

Name of the member	Number of meetings attended/ held
Mr. R. K. Nair - Chairman	12/12
Mr. Dileep Choksi	12/12
Mr. Dilip Karnik	12/12
Ms. Vibha Paul Rishi	11/12
Mr. Sandeep Batra	11/12
Mr. Benjamin Bulmer15	4/6
Mr. Solmaz Altin16	3/6

management (ALM), to monitor all risks across the various lines of business of the Company and establish appropriate systems to mitigate such risks. The Committee also reviews the risk appetite and risk profile of the Company. The Committee oversees the effective operation of the risk management system and advises the Board on key risk issues.

Terms of reference:

a. Risk management

i.    Establish effective Risk Management framework for identification of internal and external risks, in particular including financial, operational, sectoral, sustainability (particularly ESG related risks), information, cyber security risks, business continuity risk or any other risk as may be determined by the Committee and recommend to the Board the Risk Management policy and processes for the organisation which should include measures for risk mitigation including systems and processes for internal control of identified risks;

ii.    Monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

iii.    Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

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

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

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

vii.    Report to the Board, the nature and content of its discussions, recommendations and actions to be taken including details on the risk exposures and the actions taken to manage the exposures; set the risk tolerance limits and assess the cost and benefits associated with risk exposure and review, monitor and challenge where necessary, risks undertaken by the Company;

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

ix.    Review the Company's risk-reward performance to align with overall policy objectives;

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

xi.    Maintain an aggregated view on the risk profile of the Company for all categories of risk including insurance risk, market risk, credit risk, liquidity risk, operational risk, compliance risk, legal risk, reputation risk, etc.;

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

xiii.    Monitor and review regular updates on business continuity;

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

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

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

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

xviii.    Carry out any other function, if any, as prescribed in the terms of reference of the BRMC and any other terms of reference as may be decided by the Board and/or specified/ provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory authority.

b. Asset liability management (ALM)

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

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

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

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

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

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

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

prevailing legislation and internal and external reporting requirements;

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

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

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

xi.    To carry out any other function, if any, as prescribed in the terms of reference of the Risk Management Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory authority.

Composition

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

Name of the member	Number of meetings attended/ held
Mr. M. S. Ramachandran -Chairman	4/4
Mr. R. K. Nair	4/4
Mr. Anup Bagchi1	1/1
Mr. Anuj Bhargava2	2/3
Mr. Benjamin Bulmer 3	1/2
Mr. Solmaz Altin4	1/2

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

C. Board Investment Committee

The Investment Committee assists the Board in fulfilling its oversight responsibility for the investment assets of the Company. The Committee is responsible for formulating the overall investment policy and establishing a framework for its investment operations with adequate controls. The Committee also monitors investment performance against the applicable benchmarks and provide guidance for protection of shareholders' and policyholders' funds.

Terms of reference:

i.    Responsible for the recommendation of the Investment Policy and laying down of the operational framework for the investment operations of the Company. The Investment Policy and operational framework should, inter alia, focus on a prudential asset liability management supported by robust internal control systems; and encompass aspects concerning liquidity for smooth operations, compliance with prudential regulatory norms on investments, risk management/mitigation strategies to ensure commensurate yield on investments in line with policyholders' reasonable expectations and above all protection of policyholders' funds.

ii.    Put in place an effective reporting system to ensure compliance with the Investment Policy set out by it apart from internal/concurrent audit mechanisms for a sustained and ongoing monitoring of investment operations.

iii.    To submit a report to the Board on the performance of investments at least on a quarterly basis and provide an analysis of its investment portfolio (including with regard to the portfolio's safety and soundness) and on the future outlook.

iv.    The Committee should independently review its investment decisions and ensure that support by the internal due diligence process is an input in making appropriate investment decisions.

v.    To carry out any other function, if any, as prescribed in the terms of reference of the Board Investment Committee and any other terms of reference as may be decided by the Board and/ or specified/provided under the CA2013 or by any other regulatory authority.

Composition

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

Name of the member	Number of meetings attended/ held
Mr. M. S. Ramachandran -Chairman	5/5
Mr. R. K. Nair	5/5
Mr. Sandeep Batra	5/5
Mr. Benjamin Bulmer 1	1/2
Mr. Solmaz Altin2	1/3
Mr. N. S. Kannan3	1/1

Name of the member	Number of meetings attended/ held
Mr. Anup Bagchi4	4/4
*Mr. Satyan Jambunathan5	1/1
*Mr. Dhiren Salian6	4/4
*Mr. Manish Kumar	5/5
*Mr. Deepak Kinger	5/5
*Mr. Souvik Jash	4/5

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

*As per IRDAI Corporate Governance guidelines 2016 and the IRDAI Investment Regulations, 2016, the Board Investment Committee shall also have Chief Financial Officer, Chief Risk Officer, Chief Investment Officer and Appointed Actuary as members.

D. Board Customer Service & Policyholders’ Protection Committee (now renamed as Board Policyholder Protection, Grievance Redressal and Claims Monitoring Committee)

The Committee assists the Board to protect the interests of the policyholders and improve their experiences in dealing with the Company at all stages and levels of their relationship with the Company. In this connection, the Committee aims to upgrade and monitor policies and procedures for grievance redressal and resolution of disputes, disclosure of “material information” to the policy holders, and compliance with the regulatory requirements.

Terms of reference:

i.    Putting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including mis-selling by intermediaries;

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

iii.    Review of the mechanism at periodic intervals;

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

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

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

vii.    Provide details of insurance ombudsmen to the policyholders;

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

ix.    Oversee the functions of the customer service council;

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

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

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

xiii.    Put in place a framework for review of awards given by Insurance Ombudsman/Consumer Forums. Analyse the root cause of customer complaints, identify market conduct issues and advise the management appropriately about rectifying systemic issues, if any;

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

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

xvi.    Reviewing repudiated claims with analysis of reasons;

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

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

The Grievance Redressal Committee (GRC) is chaired by Mr. Rajagopalan Venkatarama, an eminent independent member.The other members of the Committee comprise of Ms. Poonam Bharadwaj, an independent member and three other internal members. As part of the grievance redressal mechanism, the GRC is constituted as the final authority to address the policyholders' grievances before approaching the Regulator and the Ombudsman office. A summary of the key discussions of the GRC meeting are placed at the Board Policyholder Protection, Grievance Redressal and Claims Monitoring Committee for information.

The GRC meets on a quarterly basis with the following terms of reference:

a.    Evaluate feedback on quality of customer service and claims experience.

b.    Review and approve representations received on claims repudiations and complaints.

c.    Ensure that the Company follows all prescribed regulatory requirements on policyholder service.

d.    Submit report on its performance to the Board Policyholder Protection, Grievance Redressal and Claims Monitoring Committee on a quarterly basis.

Composition

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

Name of the member	Number of meetings attended/held
Ms. Vibha Paul Rishi -	4/4
Chairperson	Â
Mr. Dilip Karnik	4/4
Mr. Dileep Choksi	4/4
Mr. Anup Bagchi1	1/1
Mr. Anuj Bhargava2	2/3
Mr. Benjamin Bulmer 3	1/2
Mr. Solmaz Altin4	2/2

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

Note: Mr. Rajagopalan Venkatarama, independent customer representative attended the Committee meeting held on July 17, 2023, October 14, 2023, and January 15, 2024 as an invitee.

E. Board Nomination and Remuneration Committee

The Board Nomination and Remuneration Committee assists the Board to formulate policies relating to the composition and remuneration of the Directors, key managerial personnel, other employees consistent with criteria approved by the Board. The Committee coordinates and oversee the self-evaluation of the performance of the Board and succession planning for senior management. The Committee ensures that the Board comprises of competent and qualified Directors.

Terms of reference:

i. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;

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

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

iv.    To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and formulate a criteria and specify the manner for effective evaluation of every individual director's performance, evaluation of the performance of Board and its committees; and review its implementation and compliance;

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

vi.    To scrutinise the declarations of intending applicants before the appointment/ re-appointment/ election of directors by the shareholders at the annual general meeting; and to scrutinise the applications and details submitted by the aspirants for appointment as the key managerial personnel;

vii.    To consider whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

viii.    To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

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

x.    To approve the compensation program and to ensure that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals;

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

xii.    To carry out any other function, if any, as prescribed in the terms of reference of the Board Nomination and Remuneration Committee and any other terms of reference as may be decided by the Board and/or specified/ provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory authority.

Composition

There were nine meetings of the Board Nomination

and Remuneration Committee held during FY2024:

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

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

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

Name of the member	Number of meetings attended/ held
Mr. Dilip Karnik - Chairman	9/9
Mr. M. S. Ramachandran	9/9
Mr. Dileep Choksi	9/9
Ms. Vibha Paul Rishi	9/9
Mr. Sandeep Batra	9/9
Mr. Benjamin Bulmer 1	4/5
Mr. Solmaz Altin2	3/4

¹Â Â Â Â Ceased to be a member w.e.f. August 22, 2023

²Â Â Â Â Appointed as a member w.e.f. August 22, 2023

F. Board Sustainability and Corporate Social Responsibility Committee

The purpose of the Committee is to formulate and recommend to the Board the CSR policy of the Company, formulate the annual CSR plan, and monitor the CSR activities and compliance with the CSR policy from time to time. Corporate Social Responsibility Policy of the Company as per section 135 of the CA2013 is put up on the Company's website. Further, the Committee oversees and monitors the matters related to Sustainability including Environment, Social and Governance (ESG) and Business Responsibility and Sustainability initiatives undertaken by the Company.

Terms of reference:

i.    To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company;

ii.    To recommend the amount of expenditure to be incurred on the Corporate Social Responsibility activities;

iii.    To monitor the Corporate Social Responsibility Policy of the Company from time to time;

iv.    To oversee and monitor Sustainability activities including ESG initiatives undertaken by the Company, related key disclosures, review its performance thereon and advice on related matters; and

v.    To review and monitor matters related to Sustainability such as the ESG Report, Business Responsibility and Sustainability Report.

Composition

There were two meetings of the Board Sustainability and Corporate Social Responsibility Committee held during FY2024: Meeting were held on April 15, 2023, and October 13, 2023. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings attended/ held
Mr. Dilip Karnik - Chairman	2/2
Mr. Dileep Choksi	2/2
Mr. Benjamin Bulmer 1	1/1
Mr. Solmaz Altin2	0/1

¹Â Â Â Â Ceased to be a member w.e.f. August 22, 2023

²Â Â Â Â Appointed as a member w.e.f. August 22, 2023

G. Stakeholders Relationship Committee

Terms of reference:

i.    Consider and review redressal and resolutions of the grievances and complaints of the security holders of the company, including those of shareholders, debenture holders and other security holders related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings;

ii.    Approval and rejection of transfer and transmission of shares or securities, including preference shares, bonds, debentures and securities;

iii.    Approval and rejection of requests for split and consolidation of share certificates;

iv.    Approval and rejection of issue of duplicate share, issued from time to time;

v.    Redemption of securities and the listing of securities on stock exchanges;

vi.    Allotment of shares and securities;

vii.    Review of measures taken for effective exercise of voting rights by shareholders;

viii.    Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

ix.    Review of various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

x.    Any other activities which are incidental or ancillary to the various aspects of interests of shareholders, debenture holders and/or other security holders.

Composition

There were four meetings of the Stakeholders Relationship Committee held during FY2024: April 15, 2023, July 15, 2023, October 13, 2023, and January 15, 2024. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings attended/ held
Mr. Dileep Choksi -	4/4
Chairman	Â
Mr. R. K. Nair	4/4
Mr. N. S. Kannan1	1/1
Mr. Anup Bagchi2	3/3

¹Â Â Â Â Ceased to be a member w.e.f. June 19, 2023

²Â Â Â Â Appointed as a member w.e.f. June 19, 2023

Ms. Sonali Chandak, Company Secretary is designated as the Compliance Officer of the Company in accordance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The total number of complaints from shareholders in FY2024 were 13, majority being related to nonreceipt of dividend warrant. All these complaints have been addressed within the prescribed timeline. At March 31, 2024, no complaints were pending for resolution.

H. With Profits Committee Terms of reference:

i.    Maintaining the asset shares;

ii.    Providing approval for the detailed working of the asset share, the expense allowed for in the asset share, the investment income earned on the fund, and other associated elements which were represented in the asset share determined by the Appointed Actuary; and

iii.    To submit a report to the Board covering at least;

1.    appropriateness of the methodology and basis used in calculation of asset shares and justification for any change,

2.    bonus earning capacity including its calculation,

3.    sensitivity analysis of bonus rates and basis as appropriate,

4.    a brief note on how policyholders' reasonable expectations (PRE) is met,

5.    any change in special surrender value with justification,

6.    treatment of With Profit fund for future appropriation, and

7.    the expenses debited to the With Profit fund and its appropriateness.

Composition

There was one meeting of the With Profits Committee held during FY2024: Meeting was held on April 17, 2023. The details of the composition of the Committee and attendance at its Meeting are set out in the following table:

Name of the member	Number of meetings attended/ held
Mr. R. K. Nair - Chairman	1/1
Mr. Sandeep Batra	1/1
Mr. Benjamin Bulmer1	1/1
Mr. Solmaz Altin2	0/0
Mr. N. S. Kannan3	1/1
Mr. Anup Bagchi4	0/0
Mr. Heerak Basu*	1/1
Mr. Satyan Jambunathan* 5	1/1
Mr. Dhiren Salian*, 6	0/0
Mr. Souvik Jash*	1/1

*As per IRDAI (Non-linked Insurance Products) Regulations 2019, With Profits Committee shall also have the Chief Financial Officer, the Appointed Actuary and an Independent Actuary, as members.

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

⁶Appointed as Member w.e.f. May 18, 2023. However, attended the meeting in his capacity as a Deputy Financial Officer

I. Strategy Committee

The Board of Directors at its Meeting held on January 19, 2018 had constituted a Strategy Committee to consider and evaluate any combination, arrangement, transfer of assets, acquisition, divestiture and any other strategic initiative and recommend such proposals to the Board of Directors.

Terms of reference

i.    To evaluate transaction(s) of transfer of assets, combination, arrangement, acquisition, divestitures and any other strategic initiatives proposed to be undertaken by the Company (through the processes entailing technical/price bids, due diligence process, etc.) and submit the proposal to the Board for its consideration.

ii.    To take all necessary actions in connection with such specific transactions.

Composition

There was no Strategy Committee Meeting held during FY2024. The following is the current composition of the Committee:

Name of the member

Mr. M. S. Ramachandran - Chairman Mr. Anuj Bhargava Mr. Solmaz Altin Mr. Anup Bagchi

J. Information Technology Strategy Committee

Given the increased emphasis surrounding the rapidly evolving digital landscape including enhanced cyber risk, the Board Information Technology Strategy Committee was constituted, effective from December 19, 2023, to provide oversight in the strategic aspects for leveraging technology for the Company's business.

Terms of reference

i.    To review IRDAI directives in the areas of information technology and cyber security for necessary implementation;

ii.    To approve Information Technology (IT) Strategy and Policy documents;

iii.    To review IT risks;

iv.    To review cyber risk;

v.    To oversee performance of critical IT systems;

vi.    To review key IT initiatives and its alignment with Business strategy;

vii.    To oversee IT investments for sustaining the Company's growth and ascertaining the availability of resources for managing IT risks; and

viii.    To review Technology from a future readiness perspective.

Composition

There was one meeting of the Board Information Technology Strategy Committee held during FY2024: Meeting was held on January 11, 2024. The details of the composition of the Committee and attendance at its Meeting are set out in the following table:

Name of the member	Number of meetings attended/ held
Mr. M. S. Ramachandran -Chairman	1/1
Ms. Vibha Paul Rishi	1/1
Mr. Sandeep Batra	1/1
Mr. Solmaz Altin	1/1
Mr. Anup Bagchi	1/1

Familiarisation programme for Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of the industry and the business model of the Company through induction programmes at the time of their appointment as Directors and through presentations on economy

and industry overview, business overview, key regulatory developments, governance, strategy, investment, human resource and operating performance which are made to the Directors from time to time. The details of the familiarisation programmes have been hosted on the website of the Company and can be accessed on the link: https:// www.iciciprulife.com/about-us/company-overview/ familiarization.html.

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

Name of Director/KMP	Appointment/ Resignation retirement/ superannuation/ Cessation of tenure/Withdrawal of nomination	With effect from
Mr. Anuj Bhargava	Appointment as nonexecutive Director	May 1, 2023
Mr. Satyan Jambunathan	Retirement as Chief Financial Officer	May 18, 2023
Mr. Dhiren Salian	Appointment as Chief Financial Officer	May 18, 2023
Mr. N. S. Kannan	Superannuation*	June 19, 2023
Mr. Anup Bagchi	Appointment*	June 19, 2023
Mr. Benjamin Bulmer	Resignation as nonexecutive Director	August 22, 2023
Mr. Solmaz Altin	Appointment as nonexecutive Director	August 22, 2023
Mr. Naved Masood	Appointment as nonexecutive Independent Director	March 7, 2024

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

30,    2023 and an Executive Director & Chief Operating Officer of the Company effective from May 1, 2023.

Particulars of Senior Management Personnel (SMP) as per CA2013, Listing Regulations and IRDAI CG Guidelines and changes during the year ended March 31, 2024

Changes in the SMP during the year ended March

31,    2024

Name of Director/KMP	Appointment/ Resignation/ Cessation of tenure/Retirement/ Superannuation/ Withdrawal of nomination	With effect from
Mr. Satyan	Retirement as Chief	May 18, 2023
Jambunathan	Financial Officer	Â
Mr. Dhiren Salian	Appointment as Chief Financial Officer	May 18, 2023

List of SMP as on the date of this Report:

Sr. No.	Name of SMP	Designation
1	Mr. Judhajit Das	Chief Human Resources
2	Mr. Amit Palta	Chief Distribution Officer
3	Mr. Manish Kumar	Chief Investments Officer
4	Mr. Deepak Kinger	Chief Risk & Compliance Officer
5	Mr. Souvik Jash	Appointed Actuary
6	Mr. Dhiren Salian	Chief Financial Officer
7	Ms. Sonali Chandak1	Company Secretary
8	Ms. Priya Nair2	Company Secretary
9	Mr. Ganessan Soundiram3	Chief Technology Officer
10	Mr. Rajiv Adhikari3	Head - Corporate Communications

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

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

³Â Designated as SMP with effect from May 1, 2024

Separate meeting of independent Directors

During FY2024, a separate meeting of the

Independent Directors was held on April 20, 2023. Retirement by rotation

In accordance with Section 149, Section 152 of the CA2013 and the Articles of Association of the Company, Mr. Sandeep Batra (DIN: 03620913) would retire by rotation at the ensuing AGM. Mr. Sandeep Batra, being eligible has offered himself for re-appointment.

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

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

The Committee also evaluates the prospective candidate for the position of a Director from the perspective of the criteria for independence.

For a Non-Executive Director to be classified as Independent he/she must satisfy the criteria of independence as prescribed and sign a declaration of independence. The Board reviews the same and determine the independence of a Director.

The Committee based on the above assessments makes suitable recommendations on the appointment of Directors to the Board. The same has also been hosted on the website of the Company and can be accessed on the link: https://www.iciciprulife. com/about-us/corporate-policies.html.

Remuneration Remuneration policy

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

Further details with respect to the Compensation policy are provided under the section titled “Compensation & Benefit policy”, which has also been hosted on the website of the Company and can be accessed on the link: https://www.iciciprulife. com/about-us/corporate-policies.html.

Details of remuneration paid to whole-time Directors

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

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

Â	Details of Remuneration (?)
Particulars	Mr. N. S. Kannan	Mr. Anup Bagchi
Basic	6,195,254	27,458,750
Variable pay1	21,171,864	-
Allowances2 and perquisites3	17,190,156	28,471,992

Â	Details of Remuneration (?)
Particulars	Mr. N. S. Kannan	Mr. Anup Bagchi
Contribution to provident fund	743,430	3,295,050
Contribution to gratuity fund4	516,065	2,287,314
Stock options of the Company (Numbers)		Â
Granted in FY2024	555,400	-
Granted in FY2023	435,500	-

Note: For the year ended March 31, 2024 the remuneration details pertain to the amount paid/options granted during the period of service as per IRDAI approval.

¹Â Â Â Â Variable pay is the actual amount paid during FY2024 pertaining to performance of previous financial year and includes deferred variable pay for previous financial years. It does not include the variable pay for performance of FY2024 or previous financial years, that is payable in FY2025 or thereafter.

²Â Â Â Â Allowances also include Superannuation.

³Â Â Â Â Perquisites are evaluated as per Income-Tax rules wherever applicable, and exclude perquisites on Provident Fund and perquisites on exercise of stock options, if any. Stock options exercised during the year does not constitute remuneration paid to the wholetime directors and accordingly is not considered here.

⁴    Provision towards gratuity is actuarially valued for the group of all eligible employees on an overall basis, however, for the purpose of this section, annual contribution towards gratuity fund of the Company as approved by BNRC/Board has been given.

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

Details of remuneration paid to non-executive Directors

As provided in the Articles of Association of the Company, the fees payable to the non-executive independent Directors for attending a Meeting of the Board or Committee thereof is decided by the Board of Directors from time to time within the limits prescribed by the CA2013.

For FY2024, the Company has paid ' 100,000 as sitting fees for each meeting of the Board, ' 100,000 for each Board Audit Committee meeting and ' 50,000 as sitting fees for each Meeting of other Board Committee meetings attended. This amount is within the limits prescribed as per Rule 4 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the CA2013.

The members of the Company at the Annual General Meeting (AGM) held on July 17, 2019, have approved the payment of compensation in form of profit related commission up to ' 1 million per annum, in proportion to the time served by him/her as a Director in a year, to each non-executive Director of the Company (other than the non-executive directors representing ICICI Bank Limited and Prudential Corporation Holdings Limited). The payments are subject to the regulatory provisions applicable to the Company, if

any and availability of net profits at the end of each financial year. Further, the members of the Company at the AGM held on July 28, 2023 have approved the increase in remuneration in the form of profit related commission to Chairperson designated in the category of non-executive, Independent Director of the Company from ' 1 million per annum to ' 2 million per annum effective from FY2024. Sitting fees paid to independent Directors are outside the purview of the above limits. Further, the Board at its meeting held on May 15, 2024 has approved the increase in payment of remuneration in the form of profit related commission up to ' 2 million per annum in proportion to the time served as a Director in a year, to each non-executive independent Director of the Company, effective from financial year ending March 31, 2025, subject to approval of the members of the Company at the ensuing AGM.

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

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

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

Name of the Director	Amount (in ')
Mr. M. S. Ramachandran,	1.65 million
Chairman	Â
Mr. Dilip Karnik	2.65 million
Mr. R. K. Nair	2.60 million
Mr. Dileep Choksi	2.85 million
Ms. Vibha Paul Rishi	2.40 million
Mr. Naved Masood	0.1 million

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

Name of the Director	Amount (in ')
Mr. M. S. Ramachandran, Chairman	2 million
Mr. Dilip Karnik	1 million
Mr. R. K. Nair	1 million
Mr. Dileep Choksi	1 million
Ms. Vibha Paul Rishi	1 million
Mr. Naved Masood	0.07 million

Remuneration disclosures pursuant to IRDAI guidelines

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

Compensation policy and practices

1. Qualitative disclosures

A) Information relating to the bodies that oversee remuneration.

Name, composition and mandate of the main body overseeing remuneration:

The Board Nomination and Remuneration Committee (BNRC/Committee) is the body which oversees aspects pertaining to remuneration. The functions of the Committee include identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment & removal and formulating a criteria and specifying the manner for effective evaluation of every individual director's performance, evaluation of the performance of the Board and its Committees, and reviewing its implementation and compliance; considering to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors; recommending to the Board a policy relating to the remuneration for the Directors, key management persons and other employees; recommending to the Board all remuneration, in whatever form, payable to senior management; ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; ensuring that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; approving the compensation program and ensuring that remuneration to Directors, key management persons and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; formulating the criteria for determining qualifications, positive attributes and independence of a Director; devising a policy on diversity of the Board; considering and approving employee stock option schemes and administering & supervising the same; ensuring that the proposed appointments/re-appointments of key management persons or Directors are in conformity with the Board approved policy on retirement/superannuation; scrutinising the declarations of intending applicants before the appointment/re-appointment/election of Directors by the shareholders at the annual general meeting; and scrutinising the applications and details submitted by the aspirants for appointment as the key management person.

External consultants whose advice has been sought, the body by which they were commissioned and in what areas of the remuneration process:

The Company employed the services of reputed consulting firms for market benchmarking in the area of compensation.

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

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

Type of employees covered and number of such employees:

All employees of the Company are governed by the Compensation Policy. The total number of permanent employees governed by the Compensation Policy of the Company at March 31, 2024 was 18,844.

B) Information relating to the design and structure of remuneration process.

Key features and objectives of remuneration policy:

The Company has historically followed prudent compensation practices under the guidance of the Board and the BNRC. The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. This approach has been incorporated in the Compensation Policy, the key elements of which are given below:

Effective governance of compensation:

The Company follows prudent compensation practices under the guidance of the BNRC and the Board. The BNRC has the oversight for framing, review and implementation of the Company's Compensation Policy on behalf of the Board, and shall work in close coordination with the Board Risk Management Committee for an integrated approach to the formulation of the Compensation Policy where required.

The decision relating to the remuneration of the Managing Director and CEO (MD & CEO), other wholetime Directors and KMPs/SMPs is reviewed and approved by the BNRC and the Board. The BNRC and the Board approves the Key Performance Indicators (KPIs) and the performance threshold

for payment of performance bonus, if applicable. The BNRC assesses business performance against the KPIs and on various risk parameters as prescribed by IRDAI. Based on its assessment, it makes recommendations to the Board regarding compensation for MD & CEO and other wholetime Directors, performance bonus and long-term pay for all eligible employees, including senior management and key management persons.

Alignment of compensation philosophy with prudent risk taking:

The Company seeks to achieve a prudent mix of fixed and variable pay, with a higher proportion of variable pay at senior levels. For the MD & CEO and other wholetime Directors and KMPs/SMPs, compensation is sought to be aligned to both predefined performance objectives of the Company as well as prudent risk parameters. In addition, the Company has an Employees Stock Option Scheme and an Employee Stock Unit Scheme aimed at enabling employees to participate in the longterm growth and financial success of the Company through stock option grants/stock unit grants that vest over a period of time.

Whether the Remuneration Committee reviewed the firm’s remuneration policy during the past year, and if so, an overview of any changes that were made:

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

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

•    A comprehensive evaluation was undertaken of the Compensation Policy for compliance, consistency, and structure, and accordingly a new policy was proposed to the Committee, in line with the Compensation Guidelines. The key changes involved including a detailed section on effective governance of compensation, changes to the definition of variable pay for WTDs/ KMPs/SMPs to include performance bonus and/ or share-linked instruments, such as employee stock options or employees' stock units,

changes to the composition, mix and deferral of variable pay for WTDs/KMPs/SMPs, alignment of compensation to defined parameters & weightages to align compensation with the long-term interest of the Company for WTDs/ KMPs/SMPs, malus and claw-back provisions for employees at levels where long-term pay is granted (including for deterioration of financial performance of the Company for WTDs/KMPs/ SMPs), age & tenure restrictions for the MD & CEO, other WTDs and non-executive Directors, specific guidelines for compensation of staff in control functions, and enhanced disclosure & accounting requirements.

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

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

Description of the ways in which current and future risks are taken into account in the remuneration processes.

•    The Company follows prudent compensation practices under the guidance of the Board and the Board Nominations & Remuneration Committee (BNRC). The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. The performance rating assigned to employees is based on an assessment of performance delivered against a set of defined performance objectives. These objectives are balanced in nature and comprise a holistic mix of financial, customer, people, process, quality, compliance objectives and/or any other parameters as may be deemed fit.

•    For the MD & CEO, other wholetime Directors and KMPs/SMPs, compensation is sought to be aligned to both pre-defined performance objectives of the Company as well as prudent risk parameters.

•    For the MD & CEO, other wholetime Directors and KMPs/SMPs, the quantum of bonus does not exceed a certain percentage (as stipulated in the Compensation Policy) of total fixed pay in a year; a minimum of 50% (as stipulated in the Compensation Policy) will be under deferment.

If the bonus amount is under ' 25 lacs, the deferment shall not be applicable. The deferral period would be spread over a minimum period of three years (deferment period). The frequency of vesting will be on annual basis and the first vesting shall not be before one year from the commencement of deferral period. The vesting shall be no faster than a prorata basis. Additionally, vesting will not be more frequent than on a yearly basis.

•    The deferred part of the variable pay (performance bonus and long term pay in the form of stock options/stock units) for wholetime Directors and KMPs/SMPs is subject to malus, under which, the Company will prevent vesting of all or part of the variable pay in the event of an enquiry determining gross negligence or integrity breach.

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

•    Errors of judgment shall not be construed to be breaches.

Description of the ways in which the Company seeks to link performance during a performance measurement period with levels of remuneration.

The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. The extent of variable pay for individual employees is linked to individual performance for sales frontline employees and to individual & organisation performance for non-sales frontline employees & employees in the management cadre. For the latter, the performance rating assigned is based on assessment of performance delivered against a set of defined performance objectives. These objectives are balanced in nature, and comprise a holistic mix of financial, customer, people, process, quality and compliance objectives and/or any other parameters as may be deemed fit. For the MD & CEO, other wholetime Directors and KMPs/SMPs to ensure effective alignment of compensation with prudent risk parameters, the Company takes into account various risk parameters along with other pre-defined performance objectives of the Company.

2. Quantitative Disclosures

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

Particulars	At March 31, 2024
Number of WTD/ CEO/ MD having received a variable remuneration award during the financial year	1
Number and total amount of sign on awards made during the financial year	Nil
Details of guaranteed bonus, if any, paid as joining/ sign on bonus	Nil
Total amount of outstanding deferred remuneration split into cash, shares, share linked instruments and other forms	Given Below
Total amount of deferred remuneration paid out in the financial year	Given Below
Breakup of amount of remuneration awarded for the financial year to show fixed and variable, deferred and non deferred	Given Below

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

Â

Â

Â

Fixed pay

Variable pay

Total

Amount debited to revenue

Amount debited to profit and loss

Value of joining/ sign on

Retirement benefits

Retirement benefits

SI. No.

Name of the MD/ CEO/ WTD

Designation

Pay and allowances

Perquisites etc. (b)

Total (c )=

Cash components (d)

Non-cash components (e)

Total (f )= (d) + (e)

of fixed and variable pay (c ) +(f )

like gratuity/ pension etc. paid during the year

like gratuity/ pension etc. paid during the year

Â

Â

Â

(a)

(a)    + (b)

Paid Deferred

Settled Deferred

Paid/ Settled Deferred

a/c

a/c

bonus

Â

Â

N. S.

MD and

Â

Â

Â

Â

Â

Â

Â

Â

Â

Â

Â

Â

1

Kannan1

CEO

213

34

246

- 41

Â

- 41

287

400

99

Â

477

212

Â

Anup

MD and

Â

Â

Â

Â

Â

Â

Â

Â

Â

Â

Â

Â

2

Bagchi2

CEO

596

20

615

- 181

Â

- 181

796

400

396

Â

Â

Â

Â

Total

Â

808

53

862

- 222

- -

- 222

1,083

800

495

-

477

212

Notes:

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

2.    Anup Bagchi was appointed as Executive Director and Chief Operating Officer w.e.f. May 1, 2023 and as Managing Director & CEO w.e.f. June 19, 2023.

3.    During the year, N. S. Kannan was granted 555,400 equity options as deferred non-cash variable pay for the performance in FY2023 at the closing price on the recognised stock exchange having higher trading volume, on the date immediately prior to the date of meeting of the BNRC scheduled to consider granting the said options under the Company's Employee Stock Option Scheme. The Company follows intrinsic value method and no charge was recognised in the Revenue account and the Profit and Loss account, accordingly Nil amount has been reported as remuneration against these grants.

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

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

i

i

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

Sr. No	Name of WTD/ MD/ CEO	Designation	Remuneration pertains to FY	Nature of remuneration outstanding	Amount outstanding (in Lakhs)
1	N. S. Kannan	MD/CEO	FY2022	Performance Bonus	97
Â	Â	Â	FY2023	Â	163
Â	Â	Â	FY2024	Â	41
2	Anup Bagchi	MD/CEO	FY2024	Performance Bonus	181
Total	Â	Â	Â	Â	482

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

The ratio of the remuneration of each Director to the median employee's remuneration and such other details in terms of Section 197(12) of the CA2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. For the purpose of this section, aspects of fixed remuneration which includes basic salary, supplementary allowance and retirals (provident fund, gratuity and superannuation) have been annualised.

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

Mr. N. S. Kannan, Managing Director & CEO	68:1
Mr. Anup Bagchi, Managing Director & CEO	71:1

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

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

(iii)    The percentage increase in the median remuneration of employees, who are part of annual bonus plan (excluding frontline sales), in the financial year:

The percentage increase in the median remuneration of employees, who are part of annual bonus plan, in the financial year was around 15.5%.

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

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

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

The average percentage increase in the salaries of total employees other than the key management persons for fiscal 2023 was around 14.7%, while the average increase in the remuneration of the key management persons was in the range of 5% to 9%.

(vi)    Affirmation that the remuneration is as per the remuneration policy of the Company:

Yes

Employee Stock Option Scheme (ESOS)

The Company granted options to its employees under its Employees Stock Option Scheme, prior to listing, further to the approval of its Employees Stock Option Scheme - 2005. This pre-IPO Scheme shall be referred to as ‘ESOS 2005' or ‘Scheme'. The Scheme had six tranches namely Founder, 2004-05, 2005-06, 2006-07, Founder II and 2007-08, pursuant to which shares have been allotted and listed in accordance with the in-principle approval extended by the stock exchanges. All six tranches under the pre-IPO Scheme stand lapsed as on March 31, 2023. The Scheme was instituted vide approval of its members at the ExtraOrdinary General Meeting (EGM) dated March 28, 2005 and subsequently amended by the members of the Company vide its EGM dated February 24, 2015.

The Scheme was ratified and amended by the members of the Company at its Annual General Meeting held on July 17, 2017 which is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (referred to as the ‘Revised Scheme').

The meeting of Board Nomination and Remuneration Committee (BNRC) and the Board held on April 24, 2019 had approved the amendment to the definition of “Exercise Period”. The revision to the definition was approved by the members of the Company at its Annual General Meeting held on July 17, 2019.

Further, the meeting of Board Nomination and Remuneration Committee (BNRC) and the Board held on April 17, 2021 and April 19, 2021 respectively had approved the increase in the limit of the number of shares issued or issuable since March 31, 2016 pursuant to the exercise of any Options granted to the Eligible Employees issued pursuant to the Scheme or any other stock option scheme of the Company, by 0.90% of the number of shares issued as on March 31, 2016, i.e. from a limit of 2.64% of the number of shares issued as on March 31, 2016 to 3.54%. The revision to the limit was approved by the members of the Company at its Annual General Meeting held on June 25, 2021.

As per the Revised Scheme, the aggregate number of shares issued or issuable since March 31, 2016 pursuant to the exercise of any Options granted to the Eligible Employees issued pursuant to the Scheme or any other stock option scheme of the Company, shall not exceed 3.54% of the number of shares issued at March 31, 2016. Further, pursuant to the Revised Scheme the maximum number of Options that can be granted to any Eligible Employee in a financial year shall not exceed 0.1% of the issued Shares of the Company at the time of grant of Options. The Revised Scheme provides for a minimum period of one year between the grant of Options and vesting of Options. The exercise price shall be determined by the Board Nomination & Remuneration Committee in

concurrence with the Board of Directors of the Company on the date the options are granted and shall be reflected in the award confirmation. Shares are allotted/issued to all those who have exercised their Options, as granted by the Board/BNRC of the Company in accordance with the criteria ascertained pursuant to the Company's Compensation and Benefit policy.

Pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014, the disclosures are available on the website of the Company at the following link https://www.iciciprulife.com/about-us/corporate-policies.html.

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

Scheme	Date of Grant	Number Maximum term of options for exercising the granted options granted	Â	Graded Vesting Period		Mode of
			1st Year	2nd Year	3rd Year	4th Year settlement
2017-18	July 25, 2017	656,300 Exercise period would commence from the date of vesting and expire on completion of ten years from the date of vesting of stock options	30% of options granted	30% of options granted	40% of options granted	-
2018-19	April 24, 2018	2,167,900	Â	Â	Â	Â
2018-19 Special Options	April 24, 2018	4,980,250	-	-	50% of options granted	50% of options granted
2018-19 Joining Options	January 22, 2019	156,000	Â	Â	Â	Â
2019-20	April 24, 2019	4,993,600	Â	Â	Â	Â
2019-20 Joining Options	July 24, 2019	80,000	Â	Â	Â	Â
2020-21	May 10, 2020	5,072,200	Â	Â	Â	Â
2020-21 Joining Options	June 11, 2020	25,000	Â	Â	Â	Equity
2020-21 Joining Options	January 27, 2021	50,000 Five years from date of vesting	Â	Â	Â	Â
2021-22	April 19,2021	5,001,600 of stock options	30% of	30% of	40% of	Â
2021-22 Joining Options	July 20,2021	5,500	options granted	options granted	options granted	-
2021-22 Joining Options	October 19,2021	5,000	Â	Â	Â	Â
2021-22 Joining Options	January 18, 2022	49,500	Â	Â	Â	Â
2022-23	April 16, 2022	53,36,930	Â	Â	Â	Â
2022-23 Joining Options	April 16,2022	99,300	Â	Â	Â	Â
2023-24	April 20,2023	69,50,700	Â	Â	Â	Â
2023-24 Joining Options	January 17, 2024	56,100	Â	Â	Â	Â

Note: The exercise price for all the options granted by the Board/BNRC of the Company, after listing (as tabulated above), is the closing price on the recognised stock exchange having higher trading volume, on the date immediately prior to the date of meeting of the BNRC scheduled to consider granting options under the Company's Employee Stock Option Scheme.

Exercise price of all the options outstanding for all years/ quarter for tranches 2017-18, 2018-19, 2018-19 Special Options and 2018-19 Joining Options, 2019-20, 2019-20 Joining Options, 2020-21, 2020-21 Joining Options (1), 2020-21 Joining Options (2), 2021-22, 2021-22 Joining Options (1), 2021-22 Joining Options (2), 2021-22 Joining Options (3), 2022-23 schemes is ' 468.60, ' 388.40, ' 388.40, ' 351.65, ' 369.50, ' 383.10, ' 400.10, ' 396.95, ' 501.90, ' 451.05, ' 626.25, ' 656.80, ' 615.65, ' 541.00, ' 541.00, ' 445.60 and ' 522.20 respectively.

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

Options granted	7,215,300
Options forfeited/ lapsed	613,390
Options vested	4,905,619
Options exercised	2,094,015
Total number of options in force	28,450,010
Number of shares allotted pursuant to exercise of options1	2,044,825
Extinguishment or modification of options	Nil
Amount realised by exercise of options (?)	825,621,398

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

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

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

Sr. No.	Name	Designation
1	Judhajit Das	Chief-Human Resources
2	Satyan Jambunathan	Chief Financial Officer
3	Dhiren Salian	Chief Financial Officer
4	Amit Palta	Chief Distribution Officer
5	Deepak Kinger	Chief Risk & Compliance Officer
6	Manish Kumar	Chief Investments Officer
7	Sonali Chandak	Company Secretary
8	Souvik Jash	Appointed Actuary

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

No employee was granted options during any one year equal to or exceeding 0.1% of the issued equity shares of the Company at the time of the grant.

Out of the total outstanding options at April 1, 2024, 4,905,619 options vested during the year ended March 31, 2024 and ' 825.6 million was realised by exercise of options during the year ended March 31, 2024.

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

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

Fair value methodology

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

Particulars	March 31, 2024	March 31, 2023	Basis
Risk-free	6.94% to	6.19% to	G-Sec yield at
interest rate	7.05%	6.79%	grant date for tenure equal to the expected term of ESOPs
Expected	3.50 to	3.50 to	Simplified method
life of the	5.50	5.50	(average of
options	years	years	minimum and maximum life of options)
Dividend	0.11% to	0.37%	Based on recent
yield	0.12%	Â	dividend declared
Expected	14.81%	18.44%	Based on
volatility	to	to	historical volatility
Â	21.55%	21.56%	determined on the basis of Nifty 50

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

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

 

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

Exercise price range (in ')	At March 31, 2024			At March 31, 2023
	Options outstanding	Weighted average remaining contractual life (in years)		Options outstanding	Weighted average remaining contractual life (in years)
468.6	565,400	Â	5.4	585,900	6.4
388.401	3,936,710	Â	2.4	4,668,255	3.2
369.5	3,389,200	Â	2.3	4,052,360	3.2
383.1	37,500	Â	3.2	80,000	3.4
400.1	4,201,610	Â	4.2	4,598,910	5.2
396.95	-	Â	-	25,000	4.3
451.05	4,421,860	Â	4.2	4,711,560	5.2
626.25	-	Â	-	-	-
656.8	5,000	Â	10.1	5,000	5.6
615.65	49,500	Â	4.9	49,500	5.9
541	5,071,030	Â	4	5,165,630	6.1
445.6	6,716,100	Â	6.2	-	-
522.2	56,100	Â	6.5	-	-
Total	28,450,010	4.2		23,942,115	4.7

includes FY2018-19 options and FY2018-19 special options

 

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

Employee Stock Unit Scheme (“Unit Scheme”)

In addition, the ‘ICICI Prudential Employees Stock Unit Scheme - 2023' (Unit Scheme), designed in accordance with SEBI Regulations and other applicable regulations, was discussed by the Committee at its meetings held on June 7, 2023, and June 10, 2023, and was approved by the Committee at its meeting held on June 10, 2023. Subsequent to the approval of the Unit Scheme by the Board, it was approved by the shareholders of the Company at its meeting held on July 28, 2023.

The maximum number of Shares that can be issued under this Unit Scheme shall be 1,45,00,000 (one crore forty five lacs). Each Unit on Exercise will entitle the Participant to 1 (One) Share. The Grants under the Unit Scheme shall be made in one or more tranches as may be determined by the Committee over a period of 6 (six) years from the date of approval of the Unit Scheme by the shareholders. The maximum number of Units granted to any Eligible Employee shall not exceed 60,000 (sixty thousand) Units in any financial year.

The vesting shall commence on the expiry of minimum period of one (1) year from the date of Grant of the Units and the Vesting Period would be spread over a minimum period of three (3) years from the date of Grant of the Units. The Committee has the authority to prescribe the Exercise Period not exceeding 5 years from date of vesting within which the Participant can Exercise the Units and that would lapse on failure to Exercise the same within the Exercise Period. The Exercise Price shall be the face value of the Shares of the Company.

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

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

The performance evaluation was undertaken through an online survey portal. The performance of the Board was assessed on parameters relating to roles, responsibilities and obligations of the Board and functioning of the Committees including but not limited to assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors was based on their participation, contribution and offering guidance to the management in their capacity as members of the Board/respective Board Committees, especially in the areas of their expertise. The evaluation criteria for the Chairman of the Board, besides the general criteria adopted for assessment of all Directors, focuses incrementally on leadership abilities, effective management of meetings and safeguarding the interest of the stakeholders. The evaluation criteria for the Committees were based on effective discharge of its terms of reference and their contribution to the functioning of the Board. The Board Nomination and Remuneration Committee evaluated the performance of the Whole-time Director i.e. Managing Director & CEO. The details about the evaluation of the Whole-time Director are further provided under the section titled “Compensation policy and practices.”

Directors and officers liability insurance policy

The Company has taken Directors and Officers Liability Insurance for all its Directors and Officers.

General Body Meetings

The details of the last three Annual General Meetings (AGM) are as given below:

Financial Year ended	Day, Date	Start time	Venue
Twenty-first AGM	Friday, June 25, 2021	3.30 p.m.	Through Video Conference (VC)/ Other Audio Visual Means (OAVM). Deemed venue -Registered Office of the Company
Twenty-second AGM	Monday, June 27, 2022	3.00 p.m.	Through Video Conference (VC)/ Other Audio Visual Means (OAVM). Deemed venue -Registered Office of the Company
Twenty-third AGM	Friday, July 28, 2023	3.00 p.m.	Through Video Conference (VC)/ Other Audio Visual Means (OAVM). Deemed venue -Registered Office of the Company

The following special resolutions were passed by the

members during the last three Annual General Meetings

Annual General Meeting held on June 25, 2021

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

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

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

Annual General Meeting held on June 27, 2022

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

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

Annual General Meeting held on July 28, 2023

•    Re-appointment of Ms. Vibha Paul Rishi as an Independent Director of the Company for a second term of five consecutive years commencing from January 1, 2024, till December 31, 2028.

•    Alteration of the Articles of Association of the Company

•    Approval of the ‘ICICI Prudential Life Insurance Company Limited Employees Stock Unit Scheme - 2023'

•    Approval of grant of employee stock units to the employees of unlisted wholly-owned Subsidiary of the Company under ‘ICICI Prudential Life Insurance Company Limited Employees Stock Unit Scheme - 2023'.

Postal ballot

During FY2024, the Company had passed following

resolutions through postal ballot:

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

Number	% of votes	Number of	Number of	% of votes	% of votes
of votes	Polled on	votes cast	votes cast	in favour	against
polled	outstanding	in favour	against the on votes		on votes
Â	shares	of the Resolution	Resolution	polled	polled
1,284,421,909	89.23	1,263,913,580	20,508,329	98.40	1.60

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

Number	% of votes	Number of	Number of	% of votes	% of votes
of votes	Polled on	votes cast	votes cast	in favour	against
polled	outstanding	in favour	against the on votes		on votes
Â	shares	of the Resolution	Resolution	polled	polled
Â
1,314,378,349	91.25	1,313,954,840	423,509	99.97	0.03

For the aforesaid resolutions passed through postal ballot, the Board of Directors of the Company, had appointed Mr. Alwyn D'souza of Alwyn D'souza & Co., Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot e-voting process in a fair and transparent manner.

The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Companies Act 2013, read with the Rules framed thereunder and applicable circulars issued by the Ministry of Corporate Affairs from time to time.

The postal ballot notice(s) and results alongwith the scrutinizer's report were submitted to the stock exchange(s) and displayed on the Company's website at www.iciciprulife.com.

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

Means of communication

It is the Company's belief that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. The Company disseminates information on its operations and initiatives on a regular basis. The Company's website (www.iciciprulife.com) serves as an important information dissemination platform for all its stakeholders, allowing them to access various details of the Company at their own convenience. It provides comprehensive information about the Company including Company's products, financial performance, Board of Directors and Board Committees, management/key personnel, customer service related touch points, and other statutory/ public disclosures.

The Company's investor relations personnel respond to specific queries and play a proactive role in disseminating information to both analysts and investors. All information which could have a material bearing on the Company's share price is disclosed to the Stock Exchanges as per applicable regulatory provisions. The information is also disclosed to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) from time to time in compliance with Listing Regulations and other applicable laws. The financial and other information and various compliances as required/prescribed under the Listing Regulations are filed electronically with NSE and BSE through NSE Electronic Application Processing (NEAP) System and through BSE Listing Centre and are also available on their respective websites in addition to the Company's website. Additionally, information is also disseminated to BSE/NSE where required, through email.

The extract of the Company's quarterly financial results are published in the Financial Express (Mumbai, Pune, Ahmedabad, New Delhi, Chandigarh, Lucknow, Kolkata, Bangalore, Chennai, Hyderabad and Kochi editions) and Loksatta (Mumbai, Pune, Nagpur, Ahmednagar, New Delhi, Aurangabad editions). The financial results, official news releases, analyst call transcripts and presentations are also available on the Company's website at www.iciciprulife.com.

General Shareholder Information

The Annual General Meeting (‘AGM') is proposed to be convened through Video Conference (VC) or/and Other Audio Visual Means (OAVM), in compliance with applicable provisions of the Companies Act, 2013 read with General Circular No. 09/2023 dated September 25, 2023 issued by Ministry of Corporate Affairs (MCA) and Circular dated October 7, 2023 issued by Securities and Exchange Board of India read with earlier Circular(s) issued in this regard by the respective Authorities, Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations including any statutory modification(s) or re-enactment(s) thereof for the time being in force. Considering the same, the

deemed venue for 24^th AGM shall be the registered office of the Company.

In view of the virtual AGM, the members are given the facility to attend and participate in the AGM through Video Conference (VC)/ Other Audio Visual Means (OAVM), by following the procedure mentioned in the Notice of the AGM.

General Body Meeting	Day, Date & Time
Twenty fourth AGM	Friday June 28, 2024 at 3:00 p.m.

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

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

Dividend payment date: Within 30 days of the AGM

Fit and Proper criteria for investors and continuous monitoring requirement

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

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

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

Further information on detailed procedure and format for self-certification is hosted on the Company's website (https://www.iciciprulife.com/about-us/shareholder-information/other.html)

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

Business Responsibility and Sustainability Report (BRSR) as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) forms part of the Annual Report and has been hosted on the website of the Company and can be viewed at https://www.iciciprulife.com/about-us/shareholder-information/other.html?ID=about-other.

Reporting Criteria

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

Reasonable Assurance Report

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

The Company has an elaborate ESG Report that details the efforts of the Company on sustainability and is also available on its website https://www.iciciprulife. com/about-us/investor-relations.html?ID = about1. The Company constantly undertakes technology and digitalization initiatives and works with employees, partners and customers to offer simple and robust technology solutions towards reducing the Company's carbon footprint.

The Company has undertaken various initiatives for energy conservation at its premises and has used information technology extensively in its operations, which includes technological interventions in aspects pertaining to policy lifecycle, marketing & lead generation, partner integration, analytics and assurance.

Digitisation

The Company has completely digitised its policy issuance and servicing operations. More than 98% of our policies are logged in digitally. The Company has also given its customers the facility of opening an e-insurance accounts, which is an electronic repository of policies. This allows our customers to electronically store and manage their insurance policies.

To the extent permitted, the Company communicates with its customer via SMS and email to limit the usage of paper. Employees, advisors, and partners use our digital platforms. Due to these initiatives, the Company's paper usage has decreased significantly over the

years. These measures and digital processes have not only increased speed and convenience for employees, customers and distributors, but they have also had a good environmental impact.

Maintenance of cost records

Being an Insurance Company, the maintenance of cost records, for the services rendered by the Company, pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, is not required.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year.

The Company has not filed any application for settlement nor are any such proceedings pending under the Insolvency and Bankruptcy Code, 2016, against the Company, as at March 31, 2024.

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

The above is not applicable given that the Company has not filed any application for settlement under the Insolvency and Bankruptcy Code, 2016 during the financial year ended March 31, 2024.

Credit Rating during FY2024

Type of Instrument	Name of the Rating Agency	Rating assigned
Unsecured, subordinated, listed, rated, redeemable, taxable, non-cumulative, non-	ICRA Limited	AAA(Stable)
convertible debentures in the nature of ‘Subordinated Debt' aggregating to ' 12.00 billion	CRISIL Limited	AAA(Stable)

Foreign exchange earnings and outgo

Particulars	FY2023	FY2024
Foreign exchange earnings and outgo	Â	Â
- Earnings	0.41	0.30
- Outgo	0.95	1.40

Commodity price risk or foreign exchange risk and hedging activities

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

Plant Locations

The Company has various branches across the country, however, there are no plants as the Company is not a manufacturing entity.

Details of unclaimed suspense account as provided by our RTA i.e. KFin Technologies Limited pursuant to Regulation 39 read with Part F of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

No shares were lying in the unclaimed suspense account as of March 31, 2024.

Events after Balance Sheet date

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

Disclosures

(a)    There are no materially significant related party transactions that may have potential conflict of interest with the overall business operations of the Company.

(b)    No penalties or strictures have been imposed on the Company by the Stock Exchanges, the Securities & Exchange Board of India (SEBI), Insurance Regulatory and Development Authority of India (IRDAI) or any other statutory authority, for any non-compliance on any matter relating to capital markets, during the last three years.

(c)    In terms of the Whistle Blower Policy of the Company, no employee of the Company has been denied access to raising concerns through the mechanism of the Whistle Blower policy.

(d)    There are no agreements binding the Company under clause 5A of paragraph A of Part A of Schedule III of Listing Regulations.

Adoption of mandatory and non-mandatory requirements

The Company has complied with all mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub regulation 2 of Regulation 46 and some of the non-mandatory requirements pertaining to Corporate Governance stipulated under the Listing Regulations. The Company has adopted non-mandatory requirement regarding the reporting requirement of the internal auditor, which in the Company's instance, reports directly to the Board Audit Committee.

Green Initiatives in Corporate Governance

In line with the ‘Green Initiative', the Company has effected electronic delivery of notice of Annual General Meeting, Postal Ballot and Annual Report to those Members whose e-mail ids were registered with the respective Depository Participants and downloaded from the depositories viz. National Securities Depository Limited/Central Depository Services (India) Limited. The CA2013 and the underlying rules as well as Regulation 36 of the Listing Regulations, permit the dissemination of financial statements and annual report in electronic mode to the Members. The Directors are thankful to the Members for actively participating in the Green Initiative and seek their continued support for effectively implementing the Green Initiative cause.

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

DETAILS PERTAINING TO SHAREHOLDING Listing of equity shares on Stock Exchange

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

Stock Exchange	Code for ICICI Prudential Life Insurance Company Limited
BSE Limited (BSE) (Equity) Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001	540133
National Stock Exchange of India Limited (NSE) (Equity) ‘Exchange Plaza' Bandra-Kurla Complex Bandra (East), Mumbai 400 051	ICICIPRULI

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

Market price Information

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

Â	Â	BSE	Â	Â	NSE	Â	Total volume of
Month	High (?)	Low (?)	Volume (million)	High (?)	Low (?)	Volume (million)	BSE and NSE (million)
Apr-23	455.85	424.35	0.95	455.70	424.45	40.16	41.11
May-23	467.40	423.70	0.81	467.55	424.25	31.84	32.65
Jun-23	579.90	471.15	2.11	580.10	471.80	53.09	55.20
Jul-23	598.75	547.80	1.52	598.20	547.75	46.86	48.38
Aug-23	581.30	537.30	0.62	581.15	537.50	28.55	29.17
Sep-23	602.50	536.70	1.98	602.60	536.85	38.89	40.87
Oct-23	559.30	511.00	1.00	559.35	510.85	34.44	35.45
Nov-23	562.45	515.30	1.03	562.60	515.35	37.33	38.36
Dec-23	563.25	509.30	16.20	563.30	509.30	37.54	53.74
Jan-24	542.55	479.40	1.74	541.95	479.45	67.03	68.77
Feb-24	532.00	504.15	0.88	532.65	504.45	34.73	35.61
Mar-24	608.95	538.35	4.13	608.65	538.00	53.06	57.19
FY2024	608.95	423.70	32.96	608.65	424.25	503.53	536.49

Share performance:			Â	Â
160150 140 -130 120 -110 100 -90 -80 -	Â	Â	Â	Â
	Â	Â	Â	Â
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Â	Â	- NIFTY NEXT 50		ICICI Prudential Life Insurance

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

Share Transfer System

SEBI has mandated transfer of securities only in dematerialized form, except for transmission and transposition of securities. The Share Transfer Systems of the Company is managed by KFin Technologies Limited, Registrar and Share Transfer Agent (RTA) of the Company. The address of the RTA is as follows:

KFin Technologies Limited

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

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

Email ID: [email protected] and [email protected]

Toll Free/ Phone Number: 1800 309 4001

WhatsApp Number: (91) 910 009 4099

KPRISM (Mobile Application): https://kprism.kfintech.com/

KFINTECH Corporate Website: https://www.kfintech.com RTA website: https://ris.kfintech.com

Investor Support Centre (DIY Link): https://ris.kfintech.com/clientservices/isc

KFin Technologies Limited, RTA of the Company, have in compliance with the SEBI circular dated June 8, 2023, created an online application for processing investor service request and complaints. The same can be accessed at https://ris.kfintech.com/default.aspx# > Investor Services > Investor Support.

Debenture Trustees

Axis Trustee Services Limited

Registered Office: Axis House, Bombay Dyeing Mills Compound,

Pandhurang Budhkar Marg, Worli Mumbai - 400 025

Telephone Number: 022-6226 0054

Fax Number: 022-6226 0050

Email id: [email protected]

Website: www.axistrustee.in

Information on shareholding

Shareholding pattern of the Company as at March 31, 2024

Sr. No.	Category/Name of the Shareholder	Number of shares on March 31, 2024 (in million)	% Total
1	ICICI Bank Limited (Promoter)	737.61	51.20
2	Prudential Corporation Holdings Limited (Promoter)	317.52	22.04
3	Foreign Institutional Investors /Foreign Portfolio Investors/Foreign Bodies/Non-resident individuals	223.76	15.53
4	Domestic Mutual Funds	92.67	6.43
5.	Retail Investors & Others	34.30	2.38
6.	Domestic Insurance Company	23.70	1.65
7.	Domestic Body corporates, Institutions, Trust & NBFC	9.48	0.66
8.	Alternative Investment Fund	1.58	0.11
9.	Domestic Banks*	0	0
Â	Total	1440.62	100.00

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

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

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

Sr. No.	Category/Name of the Shareholder	Number of shares (in million)	% to total
1	Compassvale Investments Pte. Ltd.	28.72	1.99
2	SBI Funds Management	28.57	1.98
3	Government of Singapore	28.02	1.94
4	ICICI Prudential Regular Savings Fund	26.54	1.84
5	Camas Investments Pte. Ltd.	25.53	1.77
6	Government Pension Fund Global	22.89	1.59

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

Distribution schedule at March 31, 2024 (Total)
Sr. No	Category	No. of holders	% of holders	Number of shares	% of equity
1	1-5,000	337,480	97.36	18,132,066	1.26
2	5,001-10,000	4,443	1.28	3,305,440	0.23
3	10,001-20,000	2,157	0.62	3,140,249	0.22
4	20,001-30,000	693	0.20	1,728,907	0.12
5	30,001-40,000	329	0.09	1,164,414	0.08
6	40,001-50,000	219	0.06	1,008,636	0.07
7	50,001-100,000	428	0.12	3,099,114	0.22
8	100,001 and above	885	0.26	1,409,037,395	97.81
Â	TOTAL:	346,634	100.00	1,440,616,221	100.00

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

Increase in share capital

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

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

Sr.	Name of the Director	Number of
No.	Â	shares held
1.	Mr. Dileep Choksi	241

Queries related to the operational and financial performance of the Company may be addressed to:

Mr. Dhiraj Chugha

Investor Relations Registered office:

ICICI Prudential Life Insurance Co. Ltd.

ICICI Prulife Towers, 1089, Appasaheb Marathe Marg,

Prabhadevi, Mumbai 400025

Telephone: [phone]

Fax: [phone]

Email id: [email protected]

Address for Correspondence

Company Secretary

ICICI Prudential Life Insurance Company Limited

1089, ICICI Prulife Towers, Appasaheb Marathe Marg,

Prabhadevi, Mumbai - 400025

Telephone: [phone]

Fax: [phone]

Email id: [email protected]

COMPLIANCE CERTIFICATE OF THE AUDITORS

The Company has annexed to this Report (Annexure D), a certificate obtained from the statutory auditors, B S R & Co. LLP, Chartered Accountants and Walker Chandiok & Co LLP, Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in the Listing Regulations.

CERTIFICATE FROM A PRACTICING COMPANY SECRETARY

In terms of the Listing Regulations, the Company has obtained a Certificate from Mr. Tushar Shridharani, a Practicing Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate of Company Secretary in practice is annexed herewith as Annexure E.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report for FY2024 forms part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

3.    that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

ACKNOWLEDGEMENTS

The Company is grateful to the Insurance Regulatory & Development Authority of India, Securities and Exchange Board of India, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Board of Directors and the Company would also like to take this opportunity to express sincere thanks to our valued customers for their continued patronage and the investors for reposing confidence in the Company.

The Directors express their gratitude for the valuable advice and guidance received from time to time, from the auditors, the statutory authorities, Stock Exchanges and Depositories. The Directors express their sincere appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to deliver and extend quality services. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board

May 15, 2024    M. S. RAMACHANDRAN

Mumbai    Chairman

DIN:00943629

COMPLIANCE WITH THE CODE OF BUSINESS CONDUCT AND ETHICS

I confirm that all Directors and members of the senior management have affirmed compliance with Code of Business Conduct and Ethics for the year ended March 31, 2024.

Anup Bagchi

May 15, 2024    Managing Director & CEO

Mumbai    DIN: 00105962

CERTIFICATION FOR COMPLIANCE OF THE CORPORATE GOVERNANCE GUIDELINES

I, Sonali Chandak, hereby certify that the Company has, for the financial year ended March 31, 2024, complied with the requirements stipulated under the corporate governance guidelines of Insurance Regulatory and Development Authority of India as amended from time to time and nothing has been concealed or suppressed.

Sonali Chandak

May 15, 2024    Company Secretary

Mumbai    ACS 18108

1

Source: Ministry of Statistics and Programme Implementation

2

Source: Ministry of Statistics and Programme Implementation

3

Source: Ministry of Statistics and Programme Implementation

4

Source: IRDAI Annual Report 2022-23

5

inclusive of Individual and Group death claims

6

Regular & limited pay persistency in accordance with IRDAI circular on ‘Public disclosures by insurers' dated September 30, 2021; 12 month rolling persistency for March to February measured at March 31

7

Employees in senior management in non-specialist roles with >4 years vintage

8

Regular and Limited pay persistency in accordance with IRDAI circular on ‘Public Disclosures by Insurers' dated September 30, 2021; 12 month rolling persistency for March to February measured at March 31

9

Total Cost including commission/ TWRP

TWRP: Total weighted received premium (Total premium - 90% of single premium)

10

Source: Swiss Re sigma No. 4/2022

11

“Source: Swiss Re sigma No.4/2023

12

Source: IRDAI Annual Report 2002-03    ¹³Source: IRDAI Annual Report 2022-23

13

¹⁴CAGR: Compounded Annual Growth Rate    ¹⁵Source: Life Insurance Council

14

¹⁶Source: IRDAI Annual Report 2002-03    ¹⁷Source: IRDAI Annual Report 2022-23

15

Ceased to be a member w.e.f. August 22, 2023

16

Appointed as a member w.e.f. August 22, 2023

B. Board Risk Management Committee

The Committee reviews the Risk Management policy of the Company, including asset liability

---

Mar 31, 2023

ICICI Prudential Life Insurance Company Limited

Your Directors have pleasure in presenting the 23^rd Annual Report of ICICI Prudential Life Insurance Company

Limited (the Company) with the audited statement of accounts for the year ended March 31, 2023 (FY2023).

PERFORMANCE Industry in FY2023

During the financial year 2023, global economies recovering from the COVID-19 pandemic witnessed another hindrance in the form of a geopolitical conflict which caused significant pricing pressures across economies including India. This resulted in an increase in commodity and energy prices globally, thereby increasing inflationary pressures across most economies including India. COVID-19 restrictions in China as well as geopolitical conflict continued to pose supply side challenges. However, with the calibrated approach of Reserve Bank of India and effective measures taken by the Government of India, the Indian economy was able to gain pace through the rest of the financial year. In this context, the new business Retail Weighted Received Premium (RWRP) for the industry increased by 18.7% from '' 875.73 billion in FY2022 to '' 1,039.56 billion in FY2023. The market share of private players increased from 62.9% in FY2022 to 65.8% in FY2023.

Company in FY2023

Our objective continues to be that of creation of value for our key stakeholders, namely, customers, employees and shareholders.

Customer-centricity continues to be at the core of everything we do. We offer a well-diversified product suite through a multichannel distribution architecture catering to a wide range of customer segments as well as customer needs. With this customer-centric approach, we have had a robust performance across various customer service parameters. Our claim settlement ratio for individual death claims was 95.3% for FY2023. The overall claim settlement ratio (inclusive of individual and group death claims) was 98.7% for FY2023. Average time taken for settlement of non-investigated retail death claims stood at 1.2 days in FY2023. Our 13^th month persistency ratio¹ improved from 84.6% in FY2022 to 85.4% in FY2023, which was the highest in the last five financial years. Our 49^th month persistency ratio¹ improved from 63.4% in FY2022 to 63.9% in FY2023, which was the highest in the last five financial years. Our grievance ratio stood at 59 per 10,000 new business policies issued for FY2023.

Alignment between our business and people strategy and the consistent investment in the growth and

development of our employees have helped us make our human resources a source of our strength and a key competitive advantage. The focus of our key people imperatives in FY2023 has been to:

• Strengthen Capacity through talent attraction and robust onboarding,

• Develop Capability to enable future-ready talent, and

• Enable a Culture that delivers our employee value proposition of providing a Supportive Environment, providing Learning & Growth and ensuring Fairness & Meritocracy

In alignment with the business strategy, the Company has augmented capacity for risk-calibrated growth & profitability and invested in core roles as well as innovation-centric roles. This is supported through a robust capability development framework that involves structured learning interventions, skill mapping & professional certifications, on the-job training, job rotation, management development programs and self-paced virtual learning platforms. A well-defined performance & talent management system ensures clarity of purpose across levels and alignment to the Key Performance Indicators of the Company. In addition, it also helps create a talent pipeline by nurturing high-potential talent and enables differentiated rewards to help ring-fence talent.

Key elements of our culture include aligning employees to key organisational imperatives, fostering diversity & inclusion, enabling holistic employee well-being, crowdsourcing innovation and coming together & celebrating. In addition, mechanisms are in place to listen, empathise and respond to employee feedback through employee surveys leading to a periodic review of employee policies, processes & benefits; as well as a robust grievance redressal mechanism to ensure all employee concerns are addressed.

The people strategy has enabled the Company to have leadership stability, with 82% of the senior management team having served the Company for more than ten years, leadership depth with 96% of senior management having done more than three job rotations, and leadership cover with 97% of key positions at leadership levels having adequate / moderate leadership cover.

For our shareholders, we delivered on the objective of doubling the FY2019 Value of New Business (VNB) in FY2023, with a four-year compounded annual growth rate of 20.1% and industry leading margins of 32%. The path taken to achieve the VNB doubling objective was to transform ourselves in the last four years from being a Company focused on ULIPs, distributed primarily through a single channel and catering mostly to affluent

Resilient Balance Sheet: The Company has maintained a strong and healthy Balance Sheet throughout its journey. Only 0.3% of the fixed income portfolio has been invested in bonds rated below AA and the Company continues to maintain its track record of not having a single nonperforming asset (NPA) in its fixed income portfolio since inception.

Value of New Business (VNB): The outcome of our focus on 4Ps has resulted in our VNB for FY2023 of '' 27.65 billion, a growth of 27.8% over FY2022. Embedded value increased from '' 316.25 billion at March 31, 2022 to '' 356.34 billion at March 31, 2023.

A summary of key financial and business parameters is set out below:

('' billion)
Particulars	FY2022	FY2023
New business premium	150.36	169.22
Annualised premium	77.33	86.40
equivalent
Savings	61.20	66.29
Protection	13.13	15.04
Annuity	3.00	5.07
Sum assured for new	7,731.46	10,413.92
business
13th month persistency1	84.6%	85.4%
49th month persistency1	63.4%	63.9%
Retail renewal premium	214.36	223.77
Cost to total weighted	18.6%	21.5%
received premium
(TWRP)2
Cost to TWRP (savings)	12.8%	14.2%
Value of new business	21.63	27.65
(VNB)
Embedded value (EV)	316.25	356.34

individuals in top tier cities to an organisation offering well-diversified product suite distributed through multichannel architecture catering to a wide range of customer segments as well as customer needs. In FY2023, the Company has a diversified product mix, channel mix and most importantly, the power of a large customer base spread across various income segments. This four-year transformation journey has resulted in well diversified pools of profit, thereby helping us reach our stated objective of doubling of FY2019 VNB. Our primary focus continues to be to deliver growth of absolute VNB through the 4P strategy of Premium growth, Protection business growth, Persistency improvement and Productivity enhancement, while keeping customer centricity at the core. We continue to integrate aspects of Environmental, Social, and Governance (ESG) into the management of our business as well. We believe that this 4P strategy is appropriate in the context of the large insurance opportunity in the country, a facilitative regulatory regime and coupled with our objective to grow absolute VNB.

Premium growth: The Annualised Premium Equivalent (APE) for the Company increased by 11.7% from '' 77.33 billion in FY2022 to '' 86.40 billion in FY2023. Our new business received premium grew by 12.5% from '' 150.36 billion in FY2022 to '' 169.22 billion in FY2023. In FY2023, the Company had a market share of 7.2% based on RWRP.

Protection business growth: The Company continued its focus on the protection business, resulting in a new business sum assured growth of 34.7% to '' 10.4 trillion in FY2023. The Company''s market share based of new business sum assured has increased from 13.4% in FY2022 to 14.3% for FY2023. Retail protection business registered sequential growth for Q2-FY2023, Q3-FY2023 and Q4-FY2023, as well as a year-on-year growth for Q4-FY2023. The Company has continued to leverage the growth opportunity in group protection business in FY2023 as well. As a result, the overall protection APE saw a growth of 14.5% from '' 13.13 billion in FY2022 to '' 15.04 billion in FY2023.

Persistency improvement: For FY2023, our persistency ratios¹ for 13^th month and 49^th month stood at 85.4% and 63.9% respectively. Our retail renewal premium stood at '' 223.77 billion in FY2023. Our assets under management stood at '' 2.5 trillion at March 31, 2023.

Productivity enhancement: Total expenses increased from '' 53.63 billion in FY2022 to '' 64.75 billion in FY2023. The absolute expenses are higher as compared to the same period last year due to investments made to deliver sustainable future growth. The cost to total weighted received premium (TWRP²) ratio increased from 18.6% in FY2022 to 21.5% in FY2023. Also, the cost to TWRP ratio for savings business stood at 14.2% in FY2023.

Outlook for the industry and the Company

The size of the Indian life insurance sector was '' 6.9 trillion (Source: IRDAI, Annual Report 2021-22) on a total premium basis in FY2022, making it the ninth largest life insurance market in the world and the fourth largest in Asia (Source: Swiss Re sigma No. 4/2022). The total premium in the Indian life insurance sector grew at a CAGR of ~14% between FY2002 and FY2022. Based on retail weighted received premium (RWRP), new business premium of the industry has grown at a CAGR of ~11% during FY2002 to FY2023. This growth can be attributed to efforts toward financial inclusion, rapid digitalisation of financial services powered by high penetration of the internet in the country, rising middle class disposable income, increasing awareness towards retirement planning & long-term savings, push by government incentives on

various instruments etc. The life insurance penetration of the country has increased from 2.1% in FY2002 to 2.9% in FY2022 (life insurance premium measured as a percentage of gross domestic product). Although the life insurance industry has grown manifold over the last two decades, there is still a huge opportunity to grow further and expand the outreach, with the larger objective of increasing the insurance penetration and improving the insurance density of the country. Given this immense opportunity, a facilitative regulatory regime coupled with India''s demographic factors such as a growing middle class, young insurable population, growing awareness of the need for protection & retirement planning, rapid rise in urbanisation and increasing financial savings are expected to aid the growth of the life insurance industry in India.

The Company would continue to focus on its objective of growing value of new business (VNB) through the 4P approach.

Premium growth: The Company would endeavour to grow premium through:

• Deepening penetration in under-served customer segments: The Company would continue to focus on broadening the customer base through initiatives spanning across both distribution and products.

• Enhancing distribution: The Company would strengthen its distribution through a closer mapping of distribution segments with customer segments and products. The Company is also focused on expanding the distribution network through acquisition of new partners as well investing in creation of new sourcing channels.

• Focus on pension & annuity: The Company would continue to cater to the retirement savings need of customers while managing the investment risk appropriately.

Protection business growth: The Company is focused on expanding the health & protection business across both retail and group lines of business. This would be done by offering protection products across channels, penetrating the online term insurance market and partnering with loan providers to offer coverage against loans.

Persistency improvement: The Company would seek to drive persistency improvements across all durations by encouraging long term behaviour in customers.

Productivity enhancement: The Company would focus on cost efficiency and in particular, would leverage the digital platform to improve customer experience and efficiency of service operations.

Our Reach

The Company reaches its customers through 471 offices in 408 locations as of March 31, 2023. On March 31, 2023, the Company had 17,825 employees and 201,472 advisors to cater to the needs of customers. The Company distributes its products through agents, corporate

agents, banks, brokers, proprietary sales force (PSF) and online channels. The Company''s digital platform (website and mobile application) provides a seamless, convenient and immersive experience to its customers, be it for product explorations, purchase, service requests or claims. The digital platform supports ~3.4 million service interactions every month with more than 92.5% of the Company''s service interactions done via self-help/digital modes. As on March 31, 2023, there have been over 1.5 million mobile application downloads.

Products

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

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

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

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

Claims

The Company settled over 246,273 mortality claims amounting to a total of '' 38.51 (Individual '' 19.50, Group '' 19.01) billion in FY2023 with individual claim settlement ratio of 95.3% and group claim settlement ratio of 98.9%. The overall claims settlement ratio with individual claims and group claims is 98.7%.

Further, the Company has also paid 99,105 maturity claims from its retail business operations and over 200,000 survival benefit claims amounting to '' 38.84 billion and '' 5.53 billion, respectively for FY2023. Additionally, the Company has settled 347,061 surrender claims from its retail business operations and 129,510 from group business, amounting to a total of '' 236.35 billion.

For non-investigated retail death claims, the settlement was completed within an average turnaround time of 1.2 days from the receipt of the last requirement as compared to thirty days allowed by the regulator.

Subsidiary

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

During FY2023, the subscriber assets managed by PFM increased by 41.8%, from '' 116.14 billion at March 31, 2022 to '' 164.66 billion at March 31, 2023. Additionally, the PFM enrolled 137,063 new subscribers during the year. PFM continued to be profitable for a second consecutive

year. The profit before tax decreased from '' 0.04 billion in FY2022 to '' 0.03 billion in FY2023 primarily on account of increase in employee benefit expenses and expenses incurred for building capacity to support future growth. The profit after tax of the PFM decreased from '' 0.05 billion in FY2022 to '' 0.03 billion in FY2023. The profit after tax in FY2022 includes the recognition of a deferred tax asset arising from carried forward losses and unabsorbed depreciation, in view of the virtual certainty of realisation of this asset. The overall contribution of the subsidiary to the financial results of the Company is not significant currently. The subsidiary is committed towards increasing its presence in the industry and is focused on scaling up the business and revenue.

The Company will make available separate audited financial statements of the subsidiary company to any Member upon request. These documents/details are available on the Company''s website (www.iciciprulife.com) and will also be made available for inspection by any Member of the Company at its registered office. A statement containing salient features of the financial statements of the subsidiary company forms part of the financial statements of the Company.

Rural and social business

The Company has micro insurance retail products and group micro insurance products to cater to the protection need of the unorganized and economically vulnerable section of the society.

• The Company has provided risk cover to selfhelp group (SHG) members predominantly in the rural areas of Tamil Nadu, Maharashtra and Karnataka. These members belong to a group of micro entrepreneurs having homogeneous social and economic background, who come together to avail micro credit for financing their small and micro enterprises.

• The Company partners with micro finance institutions, banks and extends both retail and group micro insurance cover to customers for covering their loss of income risk arising out of unfortunate and untimely demise.

• The Company has deployed dedicated manpower in ICICI Bank branches across the identified/allotted rural markets to deep-mine the opportunity through retail & group products largely aimed at covering the loan portfolio of bank customers. The team engages with the members associated with Bank''s SHPIs (Self-Help Promoting Institutions) to educate on need of insurance & selling of micro-insurance products.

• 136,615 policies were issued in rural areas, constituting 22.63% of total policy issuances. The Company also covered 4,497,729 lives as a part of its social sector coverage.

FINANCIALS & AUDIT Financials				('' billion)
Particulars	Standalone		Consolidated
	FY2022	FY2023	FY2022	FY2023
Profit after tax	7.54	8.11	7.59	8.13
Balance brought forward from the previous year	36.11	40.78	36.01	40.73
Profit available for appropriations Appropriations:	43.65	48.88	43.60	48.86
Interim Equity Dividend	-	-	-	-
Final Equity Dividend	2.87	0.79	2.87	0.79
Tax on Equity Dividend	-	-	-	-
Surplus carried to next year''s account	40.78	48.09	40.73	48.07

The financial position of the Company remained strong with a solvency ratio of 208.9% at March 31, 2023 (204.5% at March 31, 2022) against the minimum regulatory requirement of 150%.

Dividend and dividend distribution policy

The operations have resulted in a profit after tax of '' 8.11 billion in fiscal 2023 as compared to a profit after tax of '' 7.54 billion for the previous year.

The Company has paid annual coupon payable on non-convertible debentures on its due date of November 5, 2022. The interest accrued thereafter has been duly provided for in the books of accounts. The Company''s solvency ratio stood at 208.9% on March 31, 2023. The Board has proposed a final dividend of '' 0.60 per equity share for FY2023 amounting to '' 0.86 billion for FY2023, representing a dividend payout ratio of 10.6% of PAT.

In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is disclosed on its website https://www.iciciprulife.com/ about-us/corporate-policies.html.

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

Pursuant to the provisions of Section 124 of the Companies Act, 2013 (CA2013), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the ‘unpaid dividend account/s'' of the Company, are required to be transferred

to the Investor Education and Protection Fund (IEPF) established by the Central Government. The unclaimed dividend for the financial year ended March 31, 2016 and March 31, 2017 shall be transferred to the IEPF in FY2024. The corresponding shares, if the dividend is unclaimed for a period of seven years along with the unclaimed dividend shall also be transferred to the dematerialised account of the IEPF Authority.

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

Particulars of loans, guarantees or investments

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

Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the CA2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form AOC-2 appended as Annexure A. Further, as per the shareholding pattern of the Company, only ICICI Bank Limited and Prudential Corporations Holdings Limited have a holding of 10% and more in the Company. The transactions with these entities are disclosed in the note 3.12 of related party transactions under notes to accounts.

The Company has a Board approved policy on Related Party Transactions, which has been updated as per the amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued in November 2021 and the updated policy has been hosted on the website of the Company and can be viewed at https://www.iciciprulife.com/about-us/ corporate-policies.html.

Public deposits

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

Auditors Statutory auditors

B S R & Co. LLP, bearing registration number 101248W/ W-100022, Chartered Accountants and Walker Chandiok & Co LLP bearing registration number 001076N/ N500013, Chartered Accountants are the joint statutory auditors of the Company, as per the applicable provisions of the Companies Act, 2013 and the IRDAI Corporate Governance guidelines for insures in India, 2016.

B S R & Co. LLP were originally appointed as one of the joint statutory auditors from FY2014-15 and were

re-appointed on July 17, 2019 for a term of five years i.e. from conclusion of the 19^th annual general meeting (AGM) upto the conclusion of 24^th AGM of the Company.

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

Fees for services to statutory auditors

The Company has incurred '' 23.96 million as statutory audit fees for the year ended March 31, 2023. Further, the Company has not availed any other services from the statutory auditors or its network entities/affiliated firms during the year ended March 31, 2023.

Secretarial auditors

The Company has, with the approval of its Board of Directors, appointed M/s. Makarand M. Joshi & Co., Company Secretaries to undertake secretarial audit of the Company for FY2023. The secretarial audit report is annexed herewith as Annexure B.

Auditor’s report

There is no qualification, reservation or adverse remark made by both, the statutory auditors and secretarial auditors, in their report. There were no reportable frauds identified by the auditors during the FY2023.

COMPLIANCE AND RISKStatement in respect of adequacy of internal financial controls

The Company has complied with internal financial controls (IFC) as per section-134 (5) of Companies Act, 2013 and regulation 17(8) of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 in terms of internal controls over financial reporting and section 404 of Sarbanes Oxley Act (SOX), 2002. To ensure effective internal financial controls, the Company has implemented Internal Control Framework, 2013 endorsed by the Committee of Sponsoring Organisations (COSO) of the Treadway Commission. The Company''s internal financial control framework comprises of internal controls over financial reporting, operating controls, and fraud prevention controls. The framework is designed to ensure accuracy, completeness and reliability of financial records, orderly and efficient conduct of business and safeguarding of assets as well as prevention and detection of fraud. The Company has a mechanism of testing the controls at regular intervals for design and operating effectiveness. Further, the auditors opine on the adequacy and operating effectiveness of internal financial controls over financial reporting. The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment. The key components of the internal financial control framework include:

Entity level controls: The control environment of the Company relies on a set of Entity Level Controls (ELCs) that operate at an organisation level and may not be embedded in any single process of the Company. The ELCs set up by the Company include:

(a) Corporate governance framework comprising Board and Executive committees for oversight of the management of the Company.

(b) Policies commensurate with the Company''s size and level of complexity to establish standards of conduct, including a code of conduct, whistle blower policy, prevention of harassment in the workplace, conflict of interest, insurance awareness and customer education policy, grievance redressal policy, record maintenance policy, delegation of financial powers, accounting policy, etc.

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

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

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

(f) Framework to ensure compliance with regulations, laws including compliance certification, regular communication of changes in regulations/ laws, and litigation management. Framework to ensure compliance of internal control over financial reporting.

(g) Budgeting, monitoring, and reporting of the performance with key performance indicators.

(h) Information and cyber security policy and information security framework along with framework to ensure business continuity and disaster recovery.

Process controls: These comprise of controls operating at process level with the objective of providing assurance at a transaction recording stage. The salient aspects of the control framework include:

(a) All business processes having implications on financial results, regulatory and shareholder reporting are subject to quarterly reviews. Any material deficiency is discussed at the Audit Committee meetings.

(b) The Company has deployed automation in most aspects of transaction processing (including policy administration, investment management, actuarial computations, expense processing, claims management, human resource processes and accounting) to ensure greater control and efficiency.

Information Technology (IT) controls: The Company has in place a robust IT control environment including controls pertaining to change management, system &

database management, access management, master maintenance, interface, job scheduling, and backup and disaster recovery to ensure data integrity and accuracy of information stored in IT systems.

Control over third parties providing services: The Company has a vendor on-boarding process with due diligence, risk assessment, document review and periodic assessment to ensure controls over third-party service providers relevant from a financial reporting perspective. Further, the Board Risk Management Committee has oversight on the implementation of controls and monitors the performance of the outsourced vendors.

Safeguarding of assets: The Company has adequate controls over safeguarding of assets (comprising of investment assets, IT assets and other assets). These controls are based on value and custody of assets.

Review controls: Review controls comprise of multiple levels of oversight over financial reporting by way of a strong reporting and review framework as follows:

(a) The financials are audited by joint statutory auditors and are reviewed and approved by the Audit Committee and Board. They are also submitted to the Insurance Regulatory and Development Authority of India (IRDAI).

(b) The Internal Audit Department exercises independent oversight over operational and financial processes. Any significant observations and recommendations are presented to the Audit Committee. The investment operations function is subject to concurrent audit certification and an Investment Risk Management Systems (IRMS) audit once in two years. Any significant findings in the concurrent audit or IRMS audit are presented to the Audit Committee.

(c) The Company has an effective organisation structure that segregates duties among business groups, thereby, ensuring orderly and efficient conduct of business. Additionally, the Board has constituted various committees responsible for specific operational areas, formulation of policies and frameworks, and identification, assessment and monitoring of principal risks in accordance with the policies and procedures.

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

Fraud prevention: The Company has a Board approved fraud risk management policy which is based on ‘Insurance Fraud Monitoring Framework'' guidelines issued by IRDAI. The Company has an Operational Risk Management Committee (ORMC) which independently monitors frauds. The ORMC reports to the Executive Risk Committee which ultimately reports to the Board Risk Management Committee (BRMC).

(a) The fraud control framework consists of preventive measures, incident management and awareness activities. Preventive measures include fraud risk assessment for design of processes, investigation triggers across policy life cycle, and proactive use of analytics to identify fraud patterns. Incident management includes recovery of loss, action through law enforcement agencies, detailed investigation and root cause analysis, and fraud incident reporting to BRMC. Awareness includes mandatory induction training and awareness program for employees, regular communication to policy holders, fraud prevention tips on the Company''s website, etc.

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

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

Internal audit and compliance framework Internal audit:

The Internal Audit Department (IAD) of the Company acts as an independent entity and reports to the Audit Committee of the Board. IAD has an unrestricted access to the Audit Committee Chairperson and the Managing Director and Chief Executive Officer (MD & CEO). The Head-Internal Audit reports directly to the Audit Committee of the Board and administratively reports to the Chief Risk & Compliance Officer. The IAD has developed a Risk Based Audit Plan (RBAP) and the same has been approved by the Audit Committee of the Board. The basic philosophy of risk based audit framework is to provide reasonable assurance to the Audit Committee of the Board and management about the adequacy and effectiveness of the risk management and control framework in the Company. The scope of Internal Audit includes the review of risk management procedures, internal control systems, information systems and governance processes. Key audit observations and recommendations made are reported to and discussed at the Audit Committee of the Board. Implementation of the recommendations is actively monitored.

Compliance:

The Board Audit Committee oversees the compliance framework of the Company. The Company has

formulated various internal policies/procedures, such as the Compliance Policy, Anti- Bribery and Anti- Corruption Policy, Anti-Money Laundering Policy and an employee code of conduct, which govern the day-to-day activities to ensure compliance. The compliance function disseminates the information regarding relevant laws, regulations and circulars related to insurance and anti-money laundering to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued on these aspects. The compliance team also monitors the adequacy of the compliance framework across the Company with the Internal Audit Department through an integrated risk based audit plan. Key issues observed as a part of this monitoring are reported to the Board Audit Committee and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee and Board of Directors meetings on a quarterly basis.

Risk management

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

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

In addition to these risks, the life insurance industry faces a number of emerging risks. While COVID-19 claims during the year were much lower, there has been a resurgence of COVID-19 infections recently in the country and the claims experience will need to be monitored. Geo-political tensions and the potential for disruption to energy supplies are an additional source of uncertainty for financial and commodity markets and trigger for inflation (which could impact credit quality of counterparties, as well as reduce real wages thereby impacting discretionary savings, insurance new business and persistency risk). There are also emerging risks related to ESG (environmental, social and governance) issues. One of the most prominent ESG risks is that of climate change which could potentially have wide-ranging implications including (but not limited to) adverse impact on economic growth and

investment markets and higher than expected claims due to increased risk of future weather related catastrophes, pandemics as well as possible changes in long-term mortality/morbidity rates. Apart from climate change, there are emerging risks associated with public health trends such as increase in obesity related disorders and demographic changes such as population urbanisation and ageing. Other important ESG elements include data privacy which has an increasing material impact on Company''s reputation.

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

1.1. Investment risk

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

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

(b) Asset Liability Management (ALM): The Company has detailed Investment Specifications that govern the investment strategy and limits for each fund depending on the profile of the liability backed by those assets. For each category of products,

the Investment Specifications define limits to permissible exposures to various asset classes, duration guidelines for fixed income instruments and minimum investment in liquid assets. The Company uses derivatives to hedge interest rate risk.

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

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

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

1.2. Insurance Risk

Insurance risk is the risk arising because of variance to

the best estimate or because of random fluctuations in

the frequency, size and timing of insurance liabilities.

Insurance risk comprise the following components:

mortality, morbidity, persistency and expense risk.

These risks are mitigated through the following:

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

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

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

(d) Experience analysis: The Company conducts its experience analysis regularly in order to monitor

trends, gain insights on emerging risks, if any and to ensure that corrective actions can be initiated at the earliest opportunity and that assumptions used in product pricing, reserving and embedded value reporting are in line with the experience. The Company actively monitors its claims experience, persistency levels and expense ratios. During the course of the COVID-19 pandemic, the Company has been closely monitoring the overall mortality experience including the deaths on account of COVID-19.

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

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

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

1.3. Operational risk:

Operational risk is the risk of loss, resulting from

inadequate or failed internal processes, people and

systems, or from external events.

The Company uses the following approaches to manage

operational risk:

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

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

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

(d) Fraud Management: The Company has a fraud risk management policy that sets out the approach and guidelines for management of fraud risk. The Company follows both a proactive and reactive approach to manage fraud. Proactive management is done by using triggers to identify suspected

frauds and through random sample checks. Reactive management is done through incident management. The Company ensures implementation of controls to prevent recurrence of such incidents, financial recovery whenever applicable and disciplinary action against involved employees in accordance with the Company''s Code of Conduct. It also initiates actions through law enforcement authorities based on severity of incidents.

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

(f) Business Continuity Management (BCM): The Company has a BCM policy and framework to ensure resilience and continuity of key products and services at a minimum acceptable level. BCM includes systems and processes for management of risk including use of disaster recovery sites and business continuity plans for critical processes which are being tested periodically. The Company has been accredited with the ISO 22301:2019 certification for the business continuity management systems.

(g) Information and cyber security: The Company has an information and cyber security policy and framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organisation. The Company has defence-in-depth approach, and has deployed security solutions like firewalls, intrusion prevention systems, anti-malware solutions, email security, data leakage prevention and web proxy. Vulnerability assessment and penetration testing program for critical information technology applications and infrastructure has been defined, to ensure IT Systems are secured for operations during its lifecycle. Further, cloud security strategy and practices for protecting data and IT infrastructure has been implemented. Cyber security operations centre (SOC) has been set up for proactive monitoring (24x7), incident response, recovery and remediation activities. Cyber security advisories issued by security experts on current geopolitical environment are being monitored and suitable actions are being initiated. Based on the Information Security Management System (ISMS) controls implemented and the assessment conducted by the certification body, the Company has been awarded a certification under ISO 27001:2013 standard.

(h) Privacy policy: The Company has a privacy policy in accordance with Information technology (Reasonable security practices and procedures and

sensitive personal data or information) Rules, 2011. The policy provides the Company''s commitment to privacy throughout the life-cycle of the information from collection, processing, sharing, retention and destruction, by taking reasonable steps to protect the confidentiality of the Personal Information provided and protect it from unauthorised access or alteration, disclosure or destruction.

(i) The Company has adopted highest business, governance, ethical and legal standards. The Whistle blower policy aims to provide a mechanism to ensure that concerns are appropriately raised, independently investigated and addressed.

1.4. Reputation Risk:

Reputation risk is defined as the risk of negative opinion about the financial stability, service levels, integrity, transparency or any other aspect, as perceived by the stakeholders, resulting in a decline in business volumes and eventually impacting continuity of business. The Company has a framework in place for managing reputation risk and periodically monitors various parameters that could impact the reputation of the Company.

Code of conduct under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

The Company has in place a Code of conduct to regulate, monitor and report trades in Securities by Designated Persons (“Code”) which is in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The Code is applicable to the Directors, employees of the Company, Designated Persons and their immediate relatives, as detailed therein. The objective of the Code is to achieve compliance to the SEBI (Prohibition of Insider Trading) Regulations. Any infractions/violations of the Code are suitably dealt with as provided for in the Code.

CEO/CFO certification

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

CORPORATE GOVERNANCE

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

The Company''s corporate governance philosophy is based on an effective independent Board including the separation of Board''s supervisory role from the executive

management. The Board Committees are generally comprising of a majority of independent/non-executive Directors and are chaired by independent Directors, to oversee critical areas of business operations.

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

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

Compliance to Secretarial Standards

The Company was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India for the FY2023.

Annual return

A copy of the annual return for FY2023 is hosted on the website of the Company at https:// www.iciciprulife.com/about-us/shareholder-information/ other.html in accordance with the provisions of the CA2013 with the information available up to the date of this report, and shall be further updated as soon as possible but no later than sixty days from the date of the Annual General Meeting.

Particulars of employees

The statement containing the particulars of employees as required to be disclosed under Section 197(12) of the CA2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in an Annexure and forms part of this Report. In terms of Section 136(1) of CA2013, the Report and the Accounts are sent to the members excluding the aforesaid Annexure. Any member interested in obtaining a copy of this Annexure may write to the Company Secretary at the Registered Office of the Company.

Corporate Social Responsibility (CSR) initiatives

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

The Company has spent '' 39.6 million for FY2023 towards CSR programs as against '' 38.8 million required to be spent, which is 2.04% of the average net profits made during the three immediately preceding financial years, in accordance with Section 135 of the Companies Act, 2013.

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

Sexual harassment policy

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides protection against sexual harassment of women at the workplace and lays down guidelines for

the prevention and redressal of complaints of sexual harassment. The Company has implemented its policy on prevention of sexual harassment at the workplace and has made it available to all employees on the Company''s intranet. The Company in its endeavor to extending a safe and secure working environment, on an ongoing basis, ensures awareness and sensitization of the policy amongst its employees.

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

a. number of complaints filed during the financial year: 18

b. number of complaints disposed of during the financial year: 17

c. number of complaints pending to be resolved as on end of financial year: 1*

* The one pending complaint as on March 31, 2023, stands resolved as on the date of the report.

Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Whistle blower policy

The Company has adopted highest business, governance, ethical and legal standards. The Whistle Blower policy aims to provide a mechanism to ensure that concerns are appropriately raised, independently investigated and addressed.

The purpose of the policy is to encourage employees/ stakeholders to report matters without the risk of subsequent victimisation, discrimination or disadvantage.

The Whistle Blower policy covers all employees, including Directors of the Company and stakeholders. The policy encourages any employee, stakeholder or Director to report any breach of any law, statute or regulation, issues related to accounting policies and procedures, acts resulting in financial loss or loss of reputation, misuse of office, suspected/actual fraud and criminal offences, non-compliance to anti-bribery and anticorruption policy. Besides, it also includes leak of any unpublished price sensitive information (UPSI) pursuant to SEBI Regulations or any such information prescribed pursuant to any regulations/laws, as amended from time to time. Such complaints are reported to the Audit Committee of the Board.

The policy has been periodically communicated to the employees and for stakeholders, an extract of the same has also been hosted on the Company''s intranet and details pertaining to establishment of a vigil mechanism are hosted on the website at https://www.iciciprulife. com/about-us/corporate-policies.html?ID=about-corp.

Code of conduct

The Company has a code of conduct (Code) for Directors and employees of the Company, which was last reviewed and amended by the Board of Directors at its meeting held on July 16, 2022. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company. The Code lays down the broad framework of general guiding principles for conducting day-to-day business. This Code is available on the website of the Company (https://www.iciciprulife. com/about-us/corporate-policies.html?ID=about-corp). Pursuant to the Listing Regulations, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and senior management forms part of this Annual Report.

Policy for determining material subsidiaries

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

Board of Directors

The Company''s Board is constituted in compliance with the CA2013, in accordance with Listing Regulations and IRDAI Corporate Governance Guidelines, 2016. At March 31, 2023, the Board of Directors of the Company comprised five independent Directors, three non-executive Directors, and the Managing Director & CEO. Out of the three non-executive Directors, two Directors are nominated by ICICI Bank Limited and one by Prudential Corporation Holdings Limited. The Chairman of the Board is an Independent Director. Except the Managing Director & CEO, all other Directors including the Chairman of the Board are non-executive Directors and/ or independent Directors. The Board is responsible for the corporate strategy and other responsibilities as laid down by IRDAI under the Corporate Governance guidelines. The Managing Director & CEO oversees implementation of the strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of executive, non-executive and independent Directors on various Board Committees. None of the Directors is/are related to any other Director or employee of the Company.

The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has constituted Committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Customer Service & Policyholders'' Protection Committee, Board Nomination and Remuneration Committee, Board Corporate Social Responsibility Committee, Stakeholders Relationship Committee, With Profits Committee and Strategy Committee.

The Company recognises that a diverse Board will have different thoughts, perspectives, knowledge, skill, industry experience, age and gender, which will ensure that the

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Mar 31, 2021

The Directors have pleasure in presenting the 21^st Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2021 (FY2021).

PERFORMANCE Industry in FY2020

The Covid-19 pandemic-induced lockdown had caused a disruption in economic activity in the country, which resulted in a contraction of GDP by 24.4% year on year in Q1-FY2021. The industry's new business premium, based on retail weighted received premium (RWRP), declined by 18.2% year on year during the same period. The calibrated opening up of the country from June 2020 onwards led to an improvement in economic activity. The new business RWRP was flat year-on-year in Q2-FY2021, declined by 8.6% in Q3-FY2021 and increased by 29.2% year on year in Q4-FY2021. As a result, the new business RWRP increased by 3.0% from ' 734.88 billion in FY2020 to ' 756.58 billion in FY2021. The market share of private players increased from 57.2% in FY2020 to 59.7% in FY2021.

Company in FY2021

Our objective continues to be that of creation of value for our key stakeholders, namely, customers, employees and shareholders.

Customer centricity continues to be at the core of everything we do. With our customer centric approach, we have had a robust performance across service parameters. Our claim settlement ratio for individual death claims was 97.9% for FY2021. During FY2020, we had introduced Claims For Sure, a one day settlement promise for certain categories of claims. For FY2021, 100% of all eligible claims under this process were settled within the promised timeline of one day. The average time taken for settlement of all non-investigated death claims improved to 1.4 days in FY2021. Our grievance ratio improved to 46 per 10,000 new business policies issued for FY2021. Our persistency ratios¹Â for 13^th month and 61^st month were 87.1% and 59.8% respectively for FY2021.

Our commitment to our employees is based on the three cornerstones of Fairness & Meritocracy, Learning & Growth and providing a Supportive Environment. We aim to facilitate capability building through virtual learning, on the-job training, job rotation, job enrichment and other opportunities for career progression. The Company has leadership stability, with 85% of the senior management team having served the Company for more than 10 years and with 88% of the positions in senior management filled through internal succession in the last 5 years.

For our shareholders, our primary focus continues to be to deliver growth of absolute value of new business (VNB) through the 4P strategy of premium growth, protection business growth, persistency improvement and productivity improvement targeted at improving cost ratios. We believe

 

that this 4P strategy is appropriate in the context of the large insurance opportunity in the country, coupled with our objective to grow the VNB.

Premium growth: Our new business received premium grew by 5.5% from ' 123.48 billion in FY2020 to ' 130.32 billion in FY2021. The Annualised Premium Equivalent (APE) for the Company declined by 12.5% from ' 73.81 billion in FY2020 to ' 64.62 billion in FY2021. While we started the year with a significant decline in APE for Q1-FY2021 due to the disruption caused by the pandemic, we started to build momentum and saw sequential improvement across the quarters. We registered a year-on-year APE growth of 27% in Q4-FY2021. In FY2021, the Company had a market share of 7.2% based on RWRP

Protection business growth: The Company continued its focus on the protection business, resulting in a new business sum assured growth of 8.0% to ' 6.17 trillion in FY2021. The Company was the market leader amongst the private sector companies based on sum assured, with a market share of 12.5% for FY2021. During the year, we saw an increase in end consumer prices for protection plans corresponding to an increase in reinsurance rates. Given the pandemic, supply side constraints (including revised underwriting guidelines and general reluctance to visit medical centres) impacted the retail protection business. However, we saw an increased demand in the group segment, specifically for group term products. As a result, the protection APE declined from ' 11.16 billion in FY2020 to ' 10.46 billion in FY2021.

Persistency improvement: For FY2021, our persistency ratios¹Â for 13^th month and 61^st month improved to 87.1% and 59.8% respectively. Our retail renewal premium increased by 6.3% from ' 206.64 billion in FY2020 to ' 219.58 billion in FY2021. During the year, the Company's assets under management crossed ' 2 trillion, and stood at ' 2.14 trillion at March 31, 2021.

Productivity improvement: Total expenses decreased from ' 44.71 billion in FY2020 to ' 42.20 billion in FY2021. The cost to total weighted received premium (TWRP²) ratio decreased from 15.9% in FY2020 to 14.8% in FY2021. Also the cost to TWRP ratio for savings business improved from 10.4% in FY2020 to 9.6% in FY2021.

resilient Balance sheet: The Company has maintained a strong and healthy Balance Sheet throughout its journey. Of the total liabilities, nonparticipating guaranteed return products currently comprise only 1.1%. Only 0.5% of the fixed income portfolio has been invested in bonds rated below AA and the Company continues to maintain its track record of not having a single non-performing asset (NPA) in its fixed income portfolio since inception.

The Company proactively used the opportunity offered by the benign fixed income market conditions to raise ' 12.00 billion through issuance of non-convertible debentures, which are unsecured and in the nature of subordinated debt. The issue was tightly priced at a coupon rate of

6.85% per annum. With this fund raise, the solvency ratio has improved to 216.8% at March 31, 2021.

Value of New Business (VNB): With the focus on growing VNB through the 4P strategy, despite the reduction in APE, the VNB grew from ' 16.05 billion in FY2020 to ' 16.21 billion in FY2021, representing an increase of 1.0%. Embedded value increased from ' 230.30 billion at March 31, 2020 to ' 291.06 billion at March 31, 2021.

A summary of key financial and business parameters is set out below:

I? billion)

Particulars	FY2020	FY2021
New business premium	123.48	130.32
Annualised premium equivalent	73.81	64.62
Savings	62.65	54.16
Protection	11.16	10.46
Sum assured for new business	5,711.84	6,166.84
13th month persistency1	86.8%	87.1%
61st month persistency1	58.7%	59.8%
Retail renewal premium	206.64	219.58
Cost to total weighted received	15.9%	14.8%
premium (TWRP)2	Â	Â
Cost to TWRP (savings)	10.4%	9.6%
Value of new business (VNB)	16.05	16.21
Embedded value (EV)	230.30	291.06

Outlook for the industry and the Company

Over the past few years, there has been an increased focus on financialisation of savings with reforms such as setting up small finance and payments banks and the Government's push towards social security measures. With these measures on financial inclusion, the demand for life insurance which forms an important component of financial savings is expected to grow further.

India's potential economic growth coupled with low penetration, significant protection gap, favourable demographics, rapid rise in urbanisation and increasing financial savings are expected to propel growth of the life insurance industry in India.

The Company would continue to focus on its objective of growing value of new business (VNB) through the 4P approach.

Premium growth: The Company would endeavour to grow premium through:

•    Deepening penetration in under-served customer segments:

The Company would continue to focus on broadening the customer base through initiatives spanning across both distribution and products.

•    Enhancing distribution: The Company would strengthen its distribution through a closer mapping of distribution segments with customer segments and products. The Company is also focused on expanding the distribution network through acquisition of new partners as well investing in creation of new sourcing channels.

• Focus on pension & annuity: The Company would continue to cater to the retirement savings need of customers while managing the investment risk appropriately.

Protection business growth: The Company is focused on expanding the health & protection business across both retail and group lines of business. This would be done by offering protection products across channels, penetrating the online term insurance market and partnering with loan providers to offer coverage against loans.

Persistency improvement: The Company would seek to drive persistency improvements across all durations by encouraging long term behaviour in customers.

Productivity improvement: The Company would focus on cost efficiency and in particular would leverage the digital platform to improve customer experience and efficiency of service operations.

our Reach

The Company reaches its customers through 517 offices in 449 locations as of March 31, 2021. On March 31, 2021, the Company had 14,413 employees and 187,560 advisors to cater to the needs of customers. The Company distributes its products through agents, corporate agents, banks, brokers, proprietary sales force (PSF) and online channels.

Products

Broadly, the Company's products can be categorised into savings and protection. Savings products are offered on three platforms - linked, participating and non-participating. Life insurance cover offered is generally the same across all savings products i.e. at ten times the annual premium.

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

Claims

The Company, keeping in mind its philosophy of settling genuine claims quickly, has initiated Claims For Sure, a one day claim settlement promised for eligible cases and has settled 9,611 claims under the same for the year ended March 31, 2021.

The Company has settled over 189,000 mortality claims amounting to a total of ' 24.46 billion in FY2021 with individual claim settlement ratio of 97.92% and group claim settlement ratio of 97.93%.

Further, the Company has also paid 149,783 maturity claims from its retail business operations and over 100,000 survival benefit claims amounting to ' 40.80 billion and ' 3.81 billion, respectively. Additionally, the Company has settled 283,251 surrender claims from its retail business operations and 242,678 from group business, amounting to a total of ' 161.90 billion.

For non-investigated individual claims, the settlement was completed within an average turnaround time of 1.4 days from the receipt of the last requirement as compared to thirty days allowed by the regulator.

During the year, the Company received death claim intimations due to Covid-19 of ' 3.55 billion gross of reinsurance and ' 1.98 billion net of reinsurance. The Company has estimated the impact of Covid-19 on micro insurance portfolio to be ' 0.76 billion gross of reinsurance and ' 0.49 billion net of reinsurance. The claim intimations due to Covid-19 had been tapering off from January 2021. However, the country is witnessing a surge of infections and as a prudent measure we have provided for potential Covid-19 claims of ' 2.99 billion net of reinsurance, with an additional provision of ' 0.34 billion for any delayed intimations from the previous year.

Subsidiary

The Company's wholly owned unlisted subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM) acts as a pension fund manager under the National Pension System (NPS) with an objective of providing a strategic platform to leverage the substantial pension opportunity in India.

During FY2021, the subscribers' funds managed by PFM have increased by 73.7% from ' 43,525.5 million at March 31, 2020 to ' 75,586.4 million at March 31,2021. The PFM registered a loss of ' 39.9 million (previous year: loss of ' 17.7 million). The overall contribution of the subsidiary to the financial results of the Company is not significant currently, as the subsidiary is still scaling up. However, the Company expects a substantial improvement in the financial performance of the subsidiary going forward as the PFM has been granted a fresh certificate of registration under the new request for proposal rolled out by the Pension Fund Regulatory and Development Authority (PFRDA) in December 2020. Under this, the investment management fee rate has been increased to 0.09% in comparison to 0.01% earlier, subject to the assets under management (AUM) slab rates stipulated by the PFRDA. Also, the license is now perpetual in nature. The new Investment Management fee rate is effective from April 1,2021.

Further, the PFM is also allowed to serve as a Point of Presence (PoP), for distribution of NPS products and servicing. The PFM commenced its PoP business during Q2-FY2020 and is committed towards increasing the presence in the industry and is focused on scaling up the business and revenue. During FY2021, the PFM has enrolled 23,040 new subscribers and ranked second in terms of new subscriber addition, amongst all the PFMs registered as PoP. The subsidiary's efforts were appreciated by the PFRDA.

The Company will make available separate audited financial statements of the subsidiary company to any Member upon request. These documents/ details are available on the Company's website (www.iciciprulife.com) and will also be made available for inspection by any Member of the Company at its registered office. A statement containing salient features of the financial statements of the subsidiary company forms part of the financial statements of the Company.

Rural and social business

The Company has micro insurance retail products and group micro insurance products to cater to the protection need of the unorganised and economically vulnerable section of the society.

• The Company has provided risk cover to self-help group (SHG) members predominantly in the rural areas of Tamil Nadu,

Maharashtra, Karnataka and Rajasthan. These members belong to a group of micro entrepreneurs having homogeneous social and economic background, who come together to avail micro credit for financing their small and micro enterprises.

•    The Company partners with micro finance institutions and extends group micro insurance cover to customers for covering their loss of income risk arising out of unfortunate and untimely demise.

•    137,144 policies were issued in rural areas, constituting 20.64% of total policy issuances. The Company also covered 2,133,682 lives as a part of its 'social sector' business.

FINANCIALS & AUDIT

Financials

(' billion)
Particulars	standalone		Consolidated
FY2020		FY2021	FY2020	FY2021
Profit after tax	10.69	9.60	10.67	9.56
Balance brought forward from the	19.89	26.51	19.84	26.44
previous year Profit available for appropriations Appropriations:	30.58	36.11	30.51	36.00
Interim Equity Dividend	(1.15)	-	(1.15)	-
Final Equity Dividend	(2.23)	-	(2.23)	-
Tax on Equity Dividend	(0.69)	-	(0.69)	-
surplus carried to next year's account	26.51	36.11	26.44	36.00

The financial position of the Company remained strong with a solvency ratio of 216.8% at March 31, 2021 (194.1% at March 31, 2020) against the minimum regulatory requirement of 150%.

Dividend and dividend distribution policy

The operations have resulted in a profit after tax of ' 9.60 billion in fiscal 2021 as compared to a profit after tax of ' 10.69 billion for the previous year. The decline in profit after tax is primarily on account of change in tax laws related to dividend exemption resulting in a higher tax liability compared to FY2020 and Covid-19 related claims and increase in provisions. Profit before tax in fiscal 2021 was ' 10.81 billion as compared to a profit before tax of ' 10.69 billion for the previous year.

IRDAI vide circular dated February 21, 2021 acknowledged the gradual improvement in business performance of insurers and withdrew the earlier circular dated April 24, 2020 which had asked insurers to refrain from distributing dividend. However, the IRDAI has asked insurers to take a conscious call in the matter of declaring dividends for FY2021 considering their capital, solvency and liquidity positions. The Company's solvency ratio stood at 216.8% at March 31, 2021. The Company has analyzed its solvency ratio under stress scenario and its liquidity coverage ratios for both participating and non-participating business. Given that the Company

is comfortably placed on these metrics, the Board has proposed a final dividend of ' 2.00 per equity share for FY2021 amounting to ' 2.87 billion for FY2021, representing a dividend payout ratio of 29.9% of PAT.

In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Dividend Distribution Policy of the Company is disclosed on its website https://www.iciciprulife.com/about-us/corporate-policies.html.

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

Pursuant to the provisions of Section 124 of the Companies Act, 2013 (CA2013), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the 'unpaid dividend account/s' of the Company, are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. The unclaimed dividend for the financial year ended March 31, 2015 which pertained to employee shareholders of the Company, would be transferred to the IEPF in FY2021-22. The corresponding shares, if the dividend is unclaimed for a period of seven years along with the unclaimed dividend would also be transferred to the dematerialised account of the IEPF Authority.

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

Particulars of loans, guarantees or investments

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

Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the CA2013 including certain arm's length transactions under third proviso thereto are disclosed in Form AOC -2 appended as Annexure A. Further, as per the shareholding pattern of the related parties, only ICICI Bank Limited and Prudential Corporations Holdings Limited have a holding in the Company for 10% or more. The transactions with these entities are disclosed in the note 3.10 of related party transactions under notes to accounts.

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

Public deposits

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

auditors

statutory auditors

B S R & Co. LLP bearing registration number 101248W/W-100022, Chartered Accountants and Walker Chandiok & Co LLP bearing registration number 001076N/N500013, Chartered Accountants are the joint statutory auditors of the Company, as per the applicable provisions of the Companies Act and the IRDAI Regulations.

B S R & Co. LLP were originally appointed as one of the joint statutory auditors from FY2014-15 and were re-appointed on July 17, 2019 for a term of five years i.e. from conclusion of the 19^th annual general meeting (AGM) upto the conclusion of 24^th AGM of the Company.

Walker Chandiok & Co LLP were originally appointed as one of the joint statutory auditors from FY2016-17 and are proposed to be re-appointed for another term of five years i.e from the conclusion of the ensuing 21^st AGM upto the conclusion of the 26^th AGM of the Company."

Fees for services to statutory auditors

The Company has incurred ' 21.6 million as statutory audit fees for the year ended March 31, 2021. Further, the Company has not availed any other services from the statutory auditors or its network entities/affiliated firms during the year ended March 31, 2021.

secretarial auditors

The Company has, with the approval of its Board of Directors, appointed M/s. Makarand M. Joshi & Co., Company Secretaries to undertake secretarial audit of the Company for FY2021. The secretarial audit report is annexed herewith as Annexure B. There are no qualifications, reservation or adverse remarks made by the auditors in their report.

Auditor's report

There is no qualification, reservation, adverse remark or disclaimer made by the auditors in their report. There were no reportable frauds identified by the auditors during the FY2021.

compliance and risk

statement in respect of adequacy of internal financial controls

The Company has complied with internal financial controls (IFC) as per section-134 (5) of Companies Act, 2013 and regulation 17(8) of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 in terms of internal control over financial reporting and section 404 of Sarbanes Oxley Act (SOX), 2002. To ensure effective internal financial control, the Company has implemented Internal Control Framework 2013 endorsed by the Committee of Sponsoring Organisations (COSO) of the Treadway Commission. The Company's internal financial control framework comprises of internal controls over financial reporting, operating controls and fraud prevention controls. The framework is designed to ensure accuracy, completeness and reliability of financial records, orderly and efficient conduct of business and safeguarding of assets as well as prevention and detection of fraud. The Company has a mechanism of testing the controls at regular intervals for design and operating effectiveness. Further, the auditors state that

the internal financial controls are adequate with reference to financial statements and controls are operating effectively. The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment. The key components of the internal financial control framework include:

Entity level controls: The control environment of the Company relies on a set of Entity Level Controls (ELCs) which operate at an organisation level and may not be embedded in any single process of the Company. The ELCs set up by the Company include:

(a)    Corporate governance framework comprising Board and Executive committees for oversight on the management of the Company.

(b)    Policies commensurate with the Company's size and level of complexity to establish standards of conduct including code of conduct, whistle blower policy, work place harassment, conflict of interest, insurance awareness and customer education policy, grievance redressal policy, record maintenance policy, delegation of financial powers and accounting policy etc.

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

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

(e)    Employee management framework comprising of hiring, retention, training, performance evaluation, remuneration structure, compensation, succession planning through leadership cover index etc.

(f)    F ramework to ensure compliance to regulations, laws including compliance certification, communication of changes in regulations/ laws etc. and litigation management. Framework to ensure compliance of internal control over financial reporting.

(g)    Budgeting, monitoring and reporting of the performance with key performance indicators.

(h)    Information and cyber security policy and information security framework along with framework to ensure business continuity and disaster recovery.

Process controls: These comprise of controls operating at process level with the objective of providing assurance at a transaction recording stage. The salient aspects of the control framework include:

(a)    All business processes having implication on financial results, regulatory and shareholder reporting are subject to quarterly reviews. Any material deficiency is discussed at the Audit Committee.

(b)    The Company has deployed automation in most aspects of transaction processing (including policy administration, investment management, actuarial computations, expense processing, claims management, human resource processes and accounting) to ensure greater control and efficiency.

IT controls: The Company has in place a robust IT control environment to ensure data integrity and accuracy of information stored in IT systems.

Control over third parties providing services: The Company has a vendor on-boarding process with due diligence, risk assessment, document review and periodic assessment to ensure controls over third party service providers relevant from a financial reporting perspective. Further, the Board Risk Management Committee has an oversight on implementation of controls and monitors performance of the outsourced vendors.

safeguarding of assets: The Company has adequate controls over safeguarding of assets (comprising of investment assets, IT assets and other assets). These controls are based on value and custody of assets.

Review controls: Review control comprises of multiple levels of oversight over financial reporting by way of a strong reporting and review framework as follows:

(a)    The financials prepared are audited by joint statutory auditors and are reviewed by Audit Committee. They are also submitted to Insurance Regulatory Development Authority of India (IRDAI).

(b)    The Internal Audit Department exercises independent oversight over operational and financial processes. Any significant observations and recommendations are presented to the Audit Committee. Investment operations is subject to daily concurrent audit certification and an Investment Risk Management Systems (IRMS) audit once in two years. Any significant findings in the concurrent audit or IRMS audit are presented to the Audit Committee.

(c)    The Company has an effective organisation structure which segregates duties among business groups, thereby, ensuring orderly and efficient conduct of business. Additionally, the Board has constituted various committees responsible for specific operational areas, formulation of policies and framework, identification, assessment and monitoring of principal risks in accordance with the policies and procedures.

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

Fraud prevention: The Company has a Board approved fraud risk management policy which is based on 'Insurance Fraud Monitoring Framework' guidelines issued by IRDAI. The Company has an Operational Risk Management Committee (ORMC) which independently monitors frauds. The ORMC reports to Executive Risk Committee which in turn reports to the Board Risk Management Committee (BRMC).

(a) The fraud control framework consists of preventive measures, incident management and awareness activities. Preventive management includes fraud risk assessment for design of processes, investigation triggers across policy life cycle and proactive use of analytics to identify fraud patterns. Incident management includes recovery of loss, action through law enforcement agencies, detailed

investigation and root cause analysis and fraud incident reporting to BRMC. Awareness includes mandatory induction training and awareness program for employees, regular emails/SMSs sent to policy holders, fraud prevention tips on Company's website.

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

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

Internal audit and compliance framework

Internal audit:

The Internal Audit Department (IAD) of the Company acts as an independent entity and reports to the Audit Committee of the Board. IAD has an unrestricted access to the Audit Committee Chairperson and the Managing Director and Chief Executive Officer (MD & CEO). The Head-Internal Audit reports directly to the Audit Committee of the Board and administratively reports to the Chief Risk & Compliance Officer. The IAD has developed a Risk Based Audit Plan (RBAP) and the same has been approved by the Audit Committee of the Board. The basic philosophy of RBAP is to provide reasonable assurance to the Audit Committee of the Board and management about the adequacy and effectiveness of the risk management and control framework in the Company. The scope of Internal Audit includes the review of risk management procedures, internal control systems, information systems and governance processes. Key audit observations and recommendations made are reported to and discussed at the Audit Committee of the Board. Implementation of the recommendations is actively monitored.

Compliance:

The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/ procedures such as the Compliance Policy, Anti- Bribery and AntiCorruption Policy, Anti-Money Laundering Policy and an employee code of conduct, which govern the day-to-day activities to ensure compliance. The compliance function disseminates the information regarding relevant laws, regulations and circulars related to insurance and anti-money laundering to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued on these aspects. The compliance team also monitors the adequacy of the compliance framework across the Company with the Internal Audit function through an integrated risk based audit plan. Key issues observed as a part of this monitoring are reported to the Board Audit Committee and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee and Board of Directors on a quarterly basis.

Ind AS Implementation Roadmap

The Authority (IRDAI) vide its circular dated January 21, 2020 deferred the implementation of IND AS in Insurance sector in India since the

International Accounting Standards Board (IASB) had indicated that they aim to issue final amendments to IFRS 17 by mid-2020.

IASB on March 17, 2020 deferred the effective date of IFRS 17, Insurance Contracts to annual period beginning on or after January 1, 2023.

The Accounting Standard Board (ASB) of Institute of Chartered Accountants of India (ICAI) on December 24, 2020 deferred effective date of Ind AS 117 to annual reporting periods beginning on or after April 1, 2023.

risk management

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

In addition to these risks, the life insurance industry faces a number of emerging risks. Even as the ongoing Covid-19 pandemic continues to pose several challenges for life insurers, there are new risks related to ESG (environmental, social and governance) issues. For the Company, governance, ethics and sustainability are the overall responsibility of the Board, with its Committees playing key roles in identifying, mitigating and managing ESG risks and other material issues. One of the most prominent ESG risks is that of climate change and its potentially far-reaching consequences. There is currently a lot of uncertainty about the impact of climate change and the Company has started working to better understand and address the potential impacts on its business. Apart from climate change, there are emerging risks associated with public health trends such as increase in obesity related disorders and demographic changes such as population urbanisation and ageing. The risk management framework of the Company seeks to identify, measure and control its exposures to all these risks within its overall risk appetite. The key aspects of the Company's risk management framework have been outlined below. Further information on the Company's approach to risk management has been set out in the sections on 'Enterprise Risk Management' and 'Risks and Opportunities' of this Report.

1. Investment risk

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

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

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

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

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

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

2. Insurance risk

I nsurance risk is the risk arising because of variance to the best estimate or because of random fluctuations in the frequency, size and timing of insurance liabilities. Insurance risk comprise the following components: mortality, morbidity, persistency and expense risk. These risks are mitigated through the following:

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

(b)    Reinsurance: The Company uses appropriate reinsurance arrangements, including catastrophe reinsurance, to manage insurance risk. The arrangements are with select and financially sound reinsurers. The Company's reinsurance exposures are considered and approved by the ERC periodically.

(c)    Underwriting and claims controls: Underwriting and claims policies and procedures are in place to assess and manage mortality and morbidity risks. The Company seeks to minimise these risks by diversifying its business portfolio and adhering to appropriate and segmented underwriting norms. The Company conducts periodic reviews of both underwriting and

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(d)    Experience analysis: The Company conducts its experience analysis regularly to ensure that corrective actions can be initiated at the earliest opportunity and that assumptions used in product pricing, reserving and embedded value reporting are in line with the experience. The Company actively monitors its claims experience, persistency levels and expense ratios. In the current situation of Covid-19 pandemic, the Company has been closely monitoring the overall mortality experience including the deaths on account of Covid-19. The Company has been holding additional provisions towards potential Covid-19 claims and the adequacy of this provision has been continually assessed, in line with the claims experience.

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

3. Operational risk:

Operational risk is the risk of loss, resulting from inadequate or failed

internal processes, people and systems, or from external events.

The Company uses the following approaches to manage operational

risk:

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

(b)    The Company continuously monitors internal loss events and ensures adequate mitigation for material impact events to avoid recurrence of such instances

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

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

(e)    Outsourcing Risk: Processes of the Company are outsourced as permitted under the regulatory guidelines. The Company carries out required due-diligence for any new activity or vendor empanelment and annual assessment of outsourced vendors.

(f)    Business Continuity Management (BCM): The Company has a BCM framework to ensure resilience and continuity of key products and services at a minimum acceptable level to achieve business - as usual presence in the market place and safety of human resources. This includes systems and processes for management of risk including use of disaster recovery sites and business continuity plans for critical processes which are being tested periodically. The Company has also been periodically reviewing the business continuity plan and updating it based on the learnings from the current situation of the Covid-19 pandemic. Based on the business continuity practices followed, the Company has been awarded a certification under ISO 22301:2012 standard.

(g)    Information and cyber security: The Company has an information and cyber security framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organisation. The Company's controls include deployment of security solutions like firewalls, intrusion prevention systems, anti-malware solutions and dynamic URL (Uniform Resource Locator) filtering. Further, a program for vulnerability assessment of critical information technology applications and infrastructure is in place. In the current situation of the Covid-19 pandemic, the Company has implemented security protocols for the infrastructure supporting work from home.

(h)    The Company has a whistle-blower policy that facilitates reporting of observed breaches. Depending on the nature and seriousness of non-compliant behaviour, the Company may take corrective actions against the erring employees as laid down in its code of conduct.

4. Reputation Risk

Reputation risk is defined as the risk of negative opinion about the financial stability, service levels, integrity, transparency or any other aspect, in the minds of the stakeholders, resulting in a decline in business volumes which eventually impact continuity of business. The Company has a framework in place for managing reputation risk and periodically monitors various parameters that could impact the reputation of the Company.

COMPANY'S RESPONSE TO COVID-19 PANDEMIC

The impact of the Covid-19 pandemic was felt across the economy. In the initial days of the pandemic and in response to the nation-wide lock down, the Company had responsibly activated the business continuity plan (BCP). As a provider of essential services, the Company tracked developments and enabled a conducive environment for functioning of the Company and fulfilling its duties, while complying with all necessary regulatory and

statutory directives. Employee safety was a key priority for the Company and work from home facilities were enabled for all employees. In addition, their health status was periodically tracked and awareness and guidance initiatives were undertaken to keep them healthy and engaged. Consistent communication to customers was ensured on the servicing options available from the safety of their homes on the Company's robust digital platforms. Distributors were encouraged to use new collaboration tools on the Company's robust digital platform to digitally connect with customers for new business as well as servicing requirement. On the regulatory front, the Company continually engaged IRDAI on operational aspects as well longer term policy shaping measures.

As the country opened up, the Company was able to scale up operations across all branches, while complying with directives from local authorities. Consumer mindset towards longer term savings underwent certain shifts and the Company was able to capitalize on opportunities in non-linked business and annuities to grow those segments. Retail protection business was affected due to asynchronous reinsurer-led price changes in the market and given the live pandemic environment, tighter underwriting practices and constraints in conducting medical examinations. The Company was able to take advantage of opportunities in Group protection and grow the segment.

Even as the pandemic continues into the coming year, with a second wave resulting in increased infections and resultant deaths, the Company will continue to monitor these developments closely and take appropriate actions.

For employees, work from home was enabled, their health status was periodically tracked and awareness and guidance initiatives were undertaken to keep them healthy and engaged with the below paragraph.

Employee health, safety and well-being was accorded paramount importance over the last one year. With the onset of the Covid-19 pandemic, a two-tier command structure was set up to implement the Business Continuity Plan, set direction and ensure compliance to statutory guidelines. The Company undertook several initiatives to support the physical and psychological well-being of employees and agents and help them seamlessly transition to a work from home (WFH) mode.

Physical and psychological well-being: Several initiatives were taken to augment workplace safety through strict monitoring of Covid-19 safety guidelines like rostering, social distancing, masking, temperature checks and implementation of stringent sanitisation and contact tracing guidelines. Plexiglass barriers were installed at each workstation along with deployment of air filters. An app called IWorkSafe was launched to enable employees to declare their health status and enable social distancing through a Bluetooth-based buzzer. Employees were offered free teleconsultation with Company doctors and free tele-counselling with mental health professionals. Covid-19 testing, additional sick leave and Covid-19 Home Care package was offered to all Covid-19 positive employees. The Company has tied up with hospitals to facilitate vaccination for employees.

enabling work from home: The Company transitioned seamlessly to Work From Home mode. Accessibility was ensured by allotting devices to all employees and through migration of all work applications to enable

remote access. Remote technology support was offered and data charges were reimbursed to facilitate subscription to high bandwidth networks. Collaboration platforms such as MS Teams were deployed along with other digital solutions such as mobile applications, websites, WhatApp, chatbots, and AI powered bots to enable customer interaction and customer service. Given the challenges of executing classroom or face-to-face training, learning and development initiatives were re-configured to promote digital learning towards enhancing skill and productivity levels. Virtual engagement sessions with employees were stepped up and regular engagement sessions were conducted by the leadership team and managers.

Considering that Covid-19 pandemic has not abated, the Company has provided for potential Covid-19 claims of ' 2,986 million net of reinsurance, with an additional provision of ' 336.4 million for any delayed intimations from the previous year.

Code of conduct under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

The Company has in place a Code of conduct to regulate, monitor and report trades in Securities by Designated Persons ("Code") which is in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The Code is applicable to the Directors, employees of the Company, Designated Persons, and their immediate relatives, as detailed therein. The objective of the Code is to achieve compliance to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations. Any infractions / violations of the Code are suitably dealt with as provided for in the Code.

CEo/CFo certification

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

corporate governance

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

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

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

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

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Compliance to secretarial standards

The Company has been in compliance of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India for the financial year 2021.

Annual return

A copy of the annual return for FY2021 is placed on the website of the Company at https://www.iciciprulife.com/about-us/shareholder-information/other.html in accordance with the provisions of the CA2013 with the information available up to the date of this report, and shall be further updated as soon as possible but no later than sixty days from the date of the Annual General Meeting.

Particulars of employees

The statement containing the particulars of employees as required to be disclosed under Section 197(12) of the CA2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in an Annexure and forms part of this Report. In terms of Section 136(1) of CA2013, the Report and the Accounts are sent to the members excluding the aforesaid Annexure. Any member interested in obtaining a copy of this Annexure may write to the Company Secretary at the Registered Office of the Company.

Corporate social Responsibility (CsR) initiatives

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

The Company has spent ' 109.8 million for FY2021 towards CSR programs as against ' 108.4 million required to be spent, which is 2.01% of the average net profits made during the three immediately preceding financial years, in accordance with section 135 of the Companies Act, 2013. An excess amount of ' 1 million spent by the Company as CSR expense is carried forward to the next year.

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

sexual harassment policy

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides protection against sexual harassment of women at the workplace and lays down guidelines for the prevention and redressal of complaints of sexual harassment. The Company has a laid down policy on sexual harassment at the workplace and has made it available to all employees on the Company's intranet. The Company believes in providing a safe and secure working environment and on an ongoing basis, creates education and awareness amongst employees. During the calendar year 2020, seven complaints on sexual harassment were filed, which were closed as per process after due investigation. There are no pending complaints for the calendar year 2020.

Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Whistle blower policy

The Company has adopted highest business, governance, ethical and legal standards. The Whistle blower Policy aims to provide a mechanism to ensure that concerns are appropriately raised, independently investigated and addressed.

The purpose of the Policy is to encourage employees to report matters without the risk of subsequent victimisation, discrimination or disadvantage.

As per the Policy, employees or Directors can raise concerns related to breach of any law, statute or regulation, issues related to accounting policies and procedures, acts resulting in financial loss or loss of reputation, misuse of office, suspected/actual fraud and criminal offences, non-compliance to anti-bribery and anti-corruption policy, leak of any unpublished price sensitivity information (UPSI) pursuant to SEBI Regulations or any such information prescribed pursuant to any regulations/laws, as amended from time to time by the Company or its employees. Such complaints are reported to the Board Audit Committee.

The Policy has been periodically communicated to employees and an extract of the same has also been hosted on the Company's intranet and details pertaining to establishment of vigil mechanism are hosted on the website at https://www.iciciprulife.com/about-us/corporate-policies.html.

Code of conduct

The Company has a code of conduct (Code) for Directors and employees of the Company, which was last reviewed by the Board of Directors at its meeting held on July 21, 2020. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company. The Code lays down the broad framework of general guiding principles for conducting day-to-day business. This Code is available on the website of the Company (https://www.iciciprulife.com/ about-us/corporate-policies.html). Pursuant to the Listing Regulations, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and senior management forms part of the Annual Report.

Policy for determining material subsidiaries

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

Board of Directors

The Company's Board is constituted in compliance with the CA2013, in accordance with Listing Regulations and IRDAI Corporate Governance Guidelines, 2016. At March 31, 2021, the Board comprised of five independent Directors, three non-executive Directors, and the Managing Director & CEO. Out of three non-executive Directors, two Directors are nominated by ICICI Bank Limited and one by Prudential Corporation Holdings Limited. The Chairman of the Board is an Independent Director. Except the Managing Director & CEO, all other Directors including the Chairman of the Board are non-executive Directors. The Board is responsible for corporate strategy and other responsibilities as laid down by IRDAI under the Corporate Governance guidelines. The Managing Director & CEO oversees implementation of the strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of executive, non-executive and independent Directors on various Board Committees. None of the Directors is related to any other Director or employee of the Company.

The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has constituted committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Customer Service & Policyholders' Protection Committee, Board Nomination and Remuneration Committee, Board Corporate Social Responsibility Committee, Stakeholders Relationship Committee, With Profits Committee and Strategy Committee.

The Company recognises that a diverse Board will have different thoughts, perspectives, knowledge, skill, industry experience, age and gender, which will ensure that the Company retains its competitive advantage. The Board Nomination and Remuneration Committee recommends the appointment of Director(s) to the Board of the Company based on the criteria for appointment of Directors.

The Company, in accordance with the 'criteria for appointment of the Directors and official(s) who may be appointed in senior management of the Company' (Criteria), have identified the areas of knowledge, core skills and expertise or competence which would be required to be possessed by the Board of the Directors of the Company. The identified areas of skills included finance & accountancy, banking, insurance, strategy and corporate planning, risk management, securities market, economics, law and governance and consumer insights/marketing. The Directors of the Company have the skills and expertise as prescribed in the criteria, details of which are given below along with their educational qualification:

Name of the Director	Directors Identification Number (DIN)	Educational Qualification	Field of specialisation/ areas of core expertise
Non-executive non-independent Directors	Â	Â	Â
Mr. Anup Bagchi, non-executive Director	00105962	Management degree from IIM Bangalore and	Finance & accountancy,
nominated by ICICI Bank Limited	Â	Engineering degree from IIT Kanpur	banking, strategy and corporate planning
Mr. Sandeep Batra, non-executive Director	03620913	Chartered Accountant and Company Secretary	Finance & accountancy,
nominated by ICICI Bank Limited	Â	Â	banking, insurance, risk management, securities, market, law and governance

Name of the Director	Directors Identification Number (DIN)	Educational Qualification	Field of specialisation/ areas of core expertise
Mr. Wilfred John Blackburn, non-executive Director nominated by Prudential Corporation Holdings Limited*	08753207	Postgraduate Diploma in Actuarial Science -City University (now CASS), Postgraduate Diploma in Global Business -SAID, Postgraduate Diploma in Global Business School (University of Oxford), Postgraduate - Harvard Business School, MBA - The University of Bath, Bachelor of Science in Mathematics - University of Newcastle upon Tyne.	Insurance, strategy and corporate planning
Non-executive independent Directors
Mr. M. S. Ramachandran - Chairman	00943629	Bachelor's degree in Mechanical Engineering from the College of Engineering, Guindy (renamed Anna University)	Strategy and corporate planning
Mr. Dilip Karnik	06419513	Bachelor's degree in Science and Bachelor's degree in Law	Law and governance
Mr. R. K. Nair	07225354	Master's degree in Science, Bachelor's degree in Law, Master of Business Administration -Financial Management, Diploma in Securities Law	Finance & accountancy, banking, insurance and securities market
Mr. Dileep Choksi	00016322	Chartered Accountant, Bachelor's degree in Law, a member of the Institute of Cost and Works Accountants of India, and Trust and Estate Practitioner (TEP) and member of Society of Trust and Estate Practitioners (STEP)	Finance & accountancy, taxation, strategy and corporate planning
Ms. Vibha Paul Rishi	05180796	Master of Business Administration in Marketing from the Faculty of Management Studies, University of Delhi. Honours in Economics from Lady Sri Ram College, Delhi University	Consumer insights and marketing, Strategy and Human Resources
Wholetime Director(s)
Mr. N. S. Kannan, Managing Director & CEO	00066009	Bachelor of Engineering (Honours) from NIT Trichy, Post-Graduate Diploma in Management from IIM Bangalore, Chartered Financial Analyst from ICFAI	Finance & accountancy, banking, insurance, strategy and corporate planning, risk management and securities

^Appointed as a non-executive (Additional) Director of the Company w.e.f August 29, 2020

The Board of Directors at their meeting held on August 28, 2020 had appointed Mr. Wilfred John Blackburn (DIN: 08753207) as a non-executive (Additional) Director with effect from August 29, 2020 to hold office up to the next annual general meeting of the Company.

Accordingly, based on the recommendation of the Board Nomination and Remuneration Committee, the Board has recommended the appointment of Mr. Blackburn as non-executive Director of the Company for the approval of the members through an ordinary resolution to be passed at the 21^st AGM of the Company. His brief profile and other details as required under the CA2013 and Listing Regulations pertaining to his appointment are provided in the Notice of 21^st AGM of the Company and the explanatory statement under section 102 of the CA2013, annexed to it.

There were twelve meetings of the Board during FY2021: two meetings held on April 25, 2020, May 10, 2020, June 11, 2020, July 13, 2020, July 21, 2020, August 28, 2020, October 7, 2020, October 27, 2020, January 15, 2021, January 27, 2021 and March 19, 2021. The maximum interval between any two meetings did not exceed 120 days. The attendance of Directors at the Board meetings during the year are set out in the following table:

Name of the Director	Board meetings attended/ held during the year	Attendance at last AGM (August 7, 2020)
Non-executive non-independent Directors Mr. Anup Bagchi, non-executive Director nominated by ICICI Bank Limited	12/12	Present
Mr. Sandeep Batra, non-executive Director nominated by ICICI Bank Limited	12/12	Present
Mr. Raghunath Hariharan, non-executive Director nominated by Prudential	7/7	Present
Corporation Holding Limited1 Mr. Wilfred John Blackburn, non-executive Director nominated by Prudential	5/5	Â
Corporation Holding Limited 2 Non-executive independent Directors Mr. M. S. Ramachandran, Chairman	12/12	Present
Mr. Dilip Karnik	12/12	Present
Mr. R. K. Nair	12/12	Present
Mr. Dileep Choksi	12/12	Present
Ms. Vibha Paul Rishi	12/12	Present
Wholetime Director(s) Mr. N. S. Kannan, Managing Director & CEO*	12/12	Present
Mr. Puneet Nanda, Deputy Managing Director3 *	4/4	-

¹Â Â Â Â Ceased to be a non-executive Director of the Company from the close of business hours on August 28, 2020 i.e. with effect from August 29, 2020

²Â Â Â Â Appointed as a non-executive (Additional) Director of the Company w.e.f August 29, 2020

³Â Â Â Â Ceased to be the wholetime Director of the Company w.e.f. June 15, 2020

*Attended one meeting on April 25, 2020 but being interested in the agenda item, recused themselves from participating in the discussion of the same. The details pertaining to other directorships of the Board of Directors of the Company as on March 31, 2021 are set out below:

Name of the Director	Number of other directorships of Indian public of other limited companies1 companies2		Number of other committee memberships3 (Audit Committee and stakeholders Relationship Committee of Indian public limited companies)	Names of other listed entities where the person is a director and category of directorship
Non-executive non-independent Directors Mr. Anup Bagchi, non-executive	5(2)	0	1	1. ICICI Bank Limited, Executive
Director nominated by ICICI Bank Limited Mr. Sandeep Batra, non-executive	4	2(1)	2(1)	Director 2.    ICICI Securities Limited, NonExecutive - Non Independent Director 3.    ICICI Home Finance Company Limited (Debt Listed) - Director 1. ICICI Bank Limited, Executive
Director nominated by ICICI Bank Limited	Â	Â	Â	Director 2. ICICI Lombard General Insurance Company Limited, Non-Executive -Non Independent Director

¹Â Comprises of other public limited companies incorporated in India. Figures in parentheses indicate Board chairpersonship by the Directors in other unlisted public companies.

².    Comprises of private limited companies incorporated in India and foreign companies but excludes Section 8 companies and not for profit foreign companies. Figures in parentheses indicate Board chairpersonship.

^3.    Figures in parentheses indicate committee chairmanship including alternate chairpersonship.

Name of the Director	Number of other directorships		Number of other committee	Â	Names of other listed entities
Â	of Indian public	of other	memberships3	where the person is a director and
Â	limited companies1	companies2	(Audit Committee and stakeholders Relationship Committee of Indian public	Â	category of directorship
Â	Â	Â	limited companies)	Â	Â
Mr. Wilfred John Blackburn, non-executive Director nominated by Prudential Corporation Holding Limited	0	5(1)	0	Â	Â
Non-executive independent Directors Mr. M. S. Ramachandran, Chairman	2	1	1	1. 2.	Supreme Petrochem Limited, NonExecutive - Independent Director ESTER Industries Limited, NonExecutive - Independent Director
Mr. Dilip Karnik	5	0	2	1. 2.	Birla Corporation Limited, NonExecutive - Non Independent Director Universal Cables Limited, NonExecutive - Non Independent Director
Â	Â	Â	Â	3.	Vindhya Telelinks Limited, NonExecutive - Non Independent Director
Mr. R. K. Nair	5	4	4	1. 2.	ICICI Bank Limited, Non-Executive -Independent Director Geojit Financial Services Limited, NonExecutive - Independent Director
Â	Â	Â	Â	3.	ICICI Securities Primary Dealership Limited (Debt listed), Director
Â	Â	Â	Â	4.	Inditrade Capital Limited - NonExecutive - Independent Director
Mr. Dileep Choksi	8	2	6(1)	1. 2.	Arvind Limited, Non-Executive -Independent Director Deepak Nitrite Limited, Non-Executive - Independent Director
Â	Â	Â	Â	3.	AIA Engineering Limited, Non -Executive - Independent Director
Â	Â	Â	Â	4.	Swaraj Engines Ltd, Non-Executive -Independent Director
Ms. Vibha Paul Rishi	7	4	7(1)	1. 2.	Asian Paints Limited, Non-Executive -Independent Director Tata Chemicals Limited, NonExecutive - Independent Director
Â	Â	Â	Â	3.	Escorts Limited, Non-Executive -Independent Director
Â	Â	Â	Â	4.	Indian Hotels Company Limited, NonExecutive - Independent Director
Wholetime Director(s) Mr. N. S. Kannan, Managing Director & CEO	1(1)	0	04	-	Â

’¦ Comprises of other public limited companies incorporated in India. Figures in parentheses indicate Board chairpersonship by the Directors in other unlisted public companies. ²Â Comprises of private limited companies incorporated in India and foreign companies but excludes Section 8 companies and not for profit foreign companies. Figures in parentheses indicate Board chairpersonship.

³- Figures in parentheses indicate committee chairmanship including alternate chairpersonship.

⁴ Mr. Kannan is a member of the Advisory Committee constituted by Reserve Bank of India (RBI) pursuant to the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019 to advise the Administrator of DHFL in its operations during the corporate insolvency resolution process.

In terms of the Listing Regulations, the number of Committees (Audit Committee and Stakeholders Relationship Committee) of public limited companies in which a Director is a member/chairperson were within the limits prescribed under Listing Regulations, for all the Directors of the Company. The number of directorships of each independent Director is also within the limits prescribed under Listing Regulations.

Independent Directors

The Board of Directors of the Company at March 31, 2021 comprised nine Directors, out of which five are independent Directors.

All independent Directors have confirmed that they meet the criteria of independence as laid down under Section 149(6) of the CA2013 and the Listing Regulations and have confirmed that their names have been added in the data bank maintained by the Indian Institute of Corporate Affairs for independent directors, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Pursuant to the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, every individual whose name is so included in the data bank shall pass an online proficiency self-assessment test. However, an individual who has fulfilled the criteria prescribed in Rule 6(4) of the said Rules, is exempted from passing the online proficiency self-assessment test. In view of the same, none of the Independent Directors were required to take the proficiency self-assessment test. The Board at its meeting held on April 19, 2021 has reviewed the submissions received from all the independent Directors and has confirmed that the independent Directors fulfil the criteria laid down by requisite regulations and are independent from the management. Further, based on these disclosures and confirmations, the Board is of the opinion that the Directors of the Company are eminent persons with integrity and have necessary expertise and experience to continue to discharge their responsibilities as the Director of the Company.

Further, pursuant to the provisions of the CA2013, the shareholders in the 17^th AGM of the Company held on July 17, 2017 appointed Mr. Dilip Karnik (DIN: 06419513) as an Independent Director of the Company to hold office for five consecutive years with effect from June 29, 2016 to June 28, 2021. Mr. Karnik is eligible for re-appointment as an Independent Director for another term of five consecutive years.

Accordingly, pursuant to the provisions of the CA2013 and based on the recommendation of the Board Nomination and Remuneration Committee, the Board has recommended the re-appointment of Mr. Karnik as an Independent Director for another term of five consecutive years with effect from June 29, 2021 to June 28, 2026, for the approval of the members through a special resolution to be passed at the 21^st AGM of the Company. His brief profile and other details as required under the CA2013 and Listing Regulations pertaining to his re-appointment is provided in the Notice of 21^st AGM of the Company and the explanatory statement under section 102 of the CA2013, annexed to it.

Board Committees

The details of Board Committees are as follows:

A. Board Audit Committee

The primary objective of the Committee is to monitor and provide an effective supervision of the financial reporting process, with high

levels of transparency, integrity and quality of financial reporting. The Committee oversees the functions of internal audit & compliance functions and ensures deployment of policies for an effective control mechanism including mechanism to address potential conflict of interest amongst stakeholders. The Committee has the authority and responsibility to select, evaluate and recommend the statutory auditors in accordance with law. The Committee ensures independence of control functions demonstrated by a credible reporting arrangement.

Terms of reference:

i.    Accounts & Audit

i.    Oversee the financial statements, financial reporting process, statement of cash flow and disclosure of its financial information, both on an annual and quarterly basis, to ensure that the financial statement is correct, sufficient and credible;

ii.    Recommend the appointment, re-appointment, terms of appointment and, if required, the replacement or removal; remuneration, reviewing (with management) performance and oversight of the work of the auditors (internal/ statutory/ concurrent) and to review and monitor the auditor's independence and performance, and effectiveness of audit process;

iii.    Oversight of the procedures and processes established to attend issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person;

iv.    Evaluation of internal financial controls and risk management systems;

v.    Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern;

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

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

•    Matters required to be included in the director's responsibility statement to be included in the Board's report in terms of clause (c) of sub-Section (3) of Section 134 of the Companies Act, 2013;

•    Changes, if any, in accounting policies and practices and reasons for the same;

•    Major accounting entries involving estimates based on the exercise of judgment by management;

•    Significant adjustments made in the financial statements arising out of audit findings;

•    Compliance with listing and other legal requirements relating to financial statements to the extent applicable;

•    Approval or any subsequent modification and disclosure of any related party transactions of the Company, in accordance with applicable provisions, as amended from time to time; and

•    Modified opinion(s) in the draft audit report.

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

ix.    To the extent applicable, review with the management, the statement of uses/end use/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.) and related matter, the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

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

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

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

xiii.    Carrying out any other function, if any, as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or specified/ provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), or by any other regulatory authority; and

xiv.    To review the utilisation of loans and/ or advances from/ investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/investments.

ii. Internal audit

i.    Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;

ii.    Oversee the efficient functioning of the internal audit department and review its reports. The Committee would additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice;

iii.    Set-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms;

iv.    Discussion with internal auditors of any significant findings and follow up there on;

v.    Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

vi.    Review with the management, performance of internal auditors and the adequacy of the internal control systems;

vii.    Look into the reasons for substantial defaults in the payment, if any, to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; and

viii.    Review the functioning of the whistle blower/vigil mechanism.

iii. Compliance & ethics

i.    Monitor the compliance function and the Company's risk profile in respect of compliance with external laws and regulations and internal policies, including the Company's code of ethics or conduct;

ii.    Review reports on the above and on proactive compliance activities aimed at increasing the Company's ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same;

iii.    Discuss the level of compliance in the Company and any associated risks and to monitor and report to the Board on any significant compliance breaches;

iv.    Supervise and monitor matters reported using the Company's whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations;

v.    Advise the Board on the effect of the above on the Company's conduct of business and helping the Board set the correct 'tone at the top' by communicating, or supporting the communication, throughout the Company of the importance of ethics and compliance;

vi.    Approve compliance programmes, reviewing their effectiveness on a regular basis and signing off on any material compliance issues or matters;

vii.    Review key transactions involving conflict of interest;

viii.    Review the anti-money laundering (AML)/counter -financing of terrorism (CFT) policy annually and review the implementation of the Company's AML/CFT program;

ix.    Review compliance of Insurance Regulatory & Development Authority of India (IRDAI) corporate governance guidelines;

x.    Monitor the directives issued/ penalties imposed/ penal action taken against the Company under various laws and statutes and action taken for corrective measures; and

xi.    Approval of appointment of chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate.

Composition

There were twelve meetings of the Board Audit Committee held during FY2021: April 20, 2020, April 25, 2020, June 11, 2020, June 22, 2020, July 20, 2020, July 21,2020, October 7, 2020, October 26, 2020, October 27, 2020, January 25, 2021, January 27, 2021 and March 17, 2021. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. R. K. Nair - Chairman	12/12
Mr. Dilip Karnik	12/12
Mr. Dileep Choksi	12/12
Ms. Vibha Paul Rishi	12/12
Mr. Sandeep Batra	12/12
Mr. Raghunath Hariharan1	2/6
Mr. Wilfred John Blackburn2	6/6

¹Â Â Â Â Ceased to be a member with effect from August 29, 2020

²Â Â Â Â Appointed as a member with effect from August 29, 2020

B. Board Risk Management Committee

The Committee reviews the Risk Management policy of the Company, including asset liability management (ALM), to monitor all risks across the various lines of business of the Company and establish appropriate systems to mitigate such risks. The Committee also reviews the risk appetite and risk profile of the Company. The Committee oversees the effective operation of the risk management system and advises the Board on key risk issues.

Terms of reference:

a. risk management

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

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

iii.    Maintaining a group wide and aggregated view of the risk profile of the Company in addition to the individual risk profiles;

iv.    Reporting to the Board details of the risk exposures and the actions taken to manage the exposures, set the risk tolerance limits and assess the cost and benefits associated with risk exposure and review, monitor and challenge where necessary, risks undertaken by the Company;

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

vi.    Review the Company's risk-reward performance to align with overall policy objectives;

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

viii.    Maintain an aggregated view on the risk profile of the Company for all categories of risk including insurance risk, market risk,

credit risk, liquidity risk, operational risk, compliance risk, legal risk, reputation risk, etc.;

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

x.    Monitor and review regular updates on business continuity;

xi.    Formulation of a fraud monitoring policy and framework for approval by the Board;

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

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

xiv.    To carry out any other function, if any, as prescribed in the terms of reference of the Risk Management Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the CA2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory authority.

b. Asset liability management (ALM)

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

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

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

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

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

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

vii.    Ensuring that management and valuation of all assets and liabilities comply with the standards, prevailing legislation and internal and external reporting requirements;

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

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

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

xi. To carry out any other function, if any, as prescribed in the terms of reference of the Risk Management Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the CA2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory authority.

Composition

There were four meetings of the Board Risk Management Committee held during FY2021: April 20, 2020, July 20, 2020, October 26, 2020 and January 25, 2021. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. M. S. Ramachandran - Chairman	4/4
Mr. R. K. Nair	4/4
Mr. Sandeep Batra1	3/3
Mr. Raghunath Hariharan2	0/2
Mr. Wilfred John Blackburn3	2/2
Mr. Anup Bagchi4	1/1

'¦ Ceased to be a member with effect from January 16, 2021 ²Â Ceased to be a member with effect from August 29, 2020 ³- Appointed as a member with effect from August 29, 2020 ⁴ Appointed as a member with effect from January 16, 2021

C. Board Investment Committee

The Investment Committee assists the Board in fulfilling its oversight responsibility for the investment assets of the Company. The Committee is responsible for formulating the overall investment policy and establishing a framework for its investment operations with adequate controls. The Committee also monitors investment performance against the applicable benchmarks and provide guidance for protection of shareholders' and policyholders' funds.

Terms of reference:

i.    Responsible for the recommendation of the Investment Policy and laying down of the operational framework for the investment operations of the Company. The Investment Policy and operational framework should, inter alia, focus on a prudential asset liability management supported by robust internal control systems; and encompass aspects concerning liquidity for smooth operations, compliance with prudential regulatory norms on investments, risk management/mitigation strategies to ensure commensurate yield on investments in line with policyholders' reasonable expectations and above all protection of policyholders' funds.

ii.    Put in place an effective reporting system to ensure compliance with the Investment Policy set out by it apart from internal/concurrent audit mechanisms for a sustained and ongoing monitoring of investment operations.

iii.    To submit a report to the Board on the performance of investments at least on a quarterly basis and provide an analysis of its investment portfolio (including with regard to the portfolio's safety and soundness) and on the future outlook.

iv.    The Committee should independently review its investment decisions and ensure that support by the internal due diligence process is an input in making appropriate investment decisions.

v.    To carry out any other function, if any, as prescribed in the terms of reference of the Board Investment Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the CA2013 or by any other regulatory authority.

Composition

There were four meetings of the Board Investment Committee held during FY2021: April 17, 2020, July 20, 2020, October 26, 2020 and January 25, 2021. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

D. Board Customer Service & Policyholders' Protection Committee

The Board Customer Service & Policyholders' Protection Committee assists the Board to protect the interests of the policyholders and improve their experiences in dealing with the Company at all stages and levels of their relationship with the Company. In this connection, the Committee aims to upgrade and monitor policies and procedures for grievance redressal and resolution of disputes, disclosure of "material information" to the policy holders, and compliance with the regulatory requirements

 

Name of the member	Number of meetings attended/held
Mr. M. S. Ramachandran - Chairman	4/4
Mr. R. K. Nair - Chairman	4/4
Mr. Sandeep Batra	4/4
Mr. Raghunath Hariharan1	0/2
Mr. Wilfred John Blackburn2	2/2
Mr. N. S. Kannan	4/4
Mr. Puneet Nanda3	1/1
*Mr. Satyan Jambunathan	4/4
*Mr. Manish Kumar	4/4
*Mr. Deepak Kinger	4/4
*Ms. Asha Murali	4/4

* As per IRDAI Corporate Governance guidelines 2016 and the IRDAI Investment Regulations, 2016, the Board Investment Committee shall also have Chief Financial Officer, Chief Risk Officer, Chief Investment Officer and Appointed Actuary as members.

¹Â Â Â Â Ceased to be a member with effect from August 29, 2020

²Â Â Â Â Appointed as a member with effect from August 29, 2020

³- Ceased to be a member from close of business hours on June 14, 2020 i.e. with effect from June 15, 2020, consequent to his cessation as a wholetime Director of the Company

Terms of reference:

i.    Putting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including mis-selling by intermediaries.

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

iii.    Review of the mechanism at periodic intervals.

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

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

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

vii.    Provide details of insurance ombudsmen to the policyholders.

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

ix.    Oversee the functions of the customer service council.

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

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

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

xiii.    Put in place a framework for review of awards given by Insurance Ombudsman/Consumer Forums. Analyse the root cause of customer complaints, identify market conduct issues and advise the management appropriately about rectifying systemic issues, if any.

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

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

xvi.    Reviewing repudiated claims with analysis of reasons.

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

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

The Company has a Grievance Redressal Committee (GRC). The GRC is formed to provide effective grievance redressal to the policyholders. GRC is chaired by an eminent independent member. The Committee has one more independent member, in addition to the Chair. As part of the grievance redressal mechanism, the GRC is constituted as the final authority to address the policyholders' grievances before approaching the Regulator and the Ombudsman office. The key discussions of the GRC meeting are put up at the Board Customer Service & Policyholders' Protection Committee for information.

The GRC meets on a quarterly basis with the following terms of reference:

a.    Evaluate feedback on quality of customer service and claims experience.

b.    Review and approve representations received on claims repudiations.

c.    Ensure that the Company follows all prescribed regulatory requirements on policyholder service.

d.    Submit report on its performance to the Customer Service & Policyholder Protection Committee (CS&PPC) on a quarterly basis.

Composition

There were four meetings of the Board Customer Service & Policyholders' Protection Committee held during FY2021: April 20, 2020, July 21, 2020, October 27, 2020 and January 27, 2021. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Ms. Vibha Paul Rishi - Chairperson	4/4
Mr. Dilip Karnik	4/4
Mr. Dileep Choksi	4/4
Mr. Anup Bagchi	4/4
Mr. Raghunath Hariharan1	0/2
Mr. Wilfred John Blackburn2	2/2

²Â Appointed as a member with effect from August 29, 2020

E. Board Nomination and Remuneration Committee

The Board Nomination and Remuneration Committee assists the Board to formulate policies relating to the composition and remuneration of the Directors, key managerial personnel, other employees consistent with criteria approved by the Board. The Committee coordinates and oversee the self-evaluation of the performance of the Board and succession planning for senior management. The Committee ensures that the Board comprises competent and qualified Directors.

Terms of reference:

i.    To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;

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

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

iv.    To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and formulate a criteria and specify the manner for effective evaluation of every individual director's performance, evaluation of the performance of Board and its committees; and review its implementation and compliance;

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

vi.    To scrutinise the declarations of intending applicants before the appointment/ re-appointment/ election of directors by the shareholders at the annual general meeting; and to scrutinise the applications and details submitted by the aspirants for appointment as the key managerial personnel;

vii.    To consider whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

viii.    To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

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

x.    To approve the compensation program and to ensure that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals;

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

xii.    To carry out any other function, if any, as prescribed in the terms of reference of the Board Nomination and Remuneration Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory authority.

Composition

There were nine meetings of the Board Nomination and Remuneration Committee held during FY2021: April 25, 2020, May 10, 2020, June 11, 2020, July 13, 2020, July 20, 2020, August 28, 2020, January 15, 2021, January 27, 2021 and March 16, 2021. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member Number of meetings attended/held
Mr. Dilip Karnik - Chairman	9/9
Mr. M. S. Ramachandran	9/9
Mr. Anup Bagchi1	7/7
Mr. Raghunath Hariharan2	4/6
Mr. Sandeep Batra3	2/2
Mr. Wilfred John Blackburn4	3/3

¹Â Â Â Â Ceased to be a member with effect from January 16, 2021

²Â Â Â Â Ceased to be a member with effect from August 29, 2020 ^3. Appointed as a member with effect from January 16, 2021 ⁴ Appointed as a member with effect from August 29, 2020

F. Board Corporate Social Responsibility (CSR) Committee

The purpose of the Committee is to formulate and recommend to the Board the CSR policy of the Company. It formulates the annual CSR plan, and monitors the CSR activities and compliance with the CSR policy from time to time. Corporate Social Responsibility Policy of the Company as per section 135 of the CA2013 is put up on the Company's website.

Terms of reference:

i.    To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company.

ii.    To recommend the amount of expenditure to be incurred on the Corporate Social Responsibility activities.

iii.    To monitor the Corporate Social Responsibility Policy of the Company from time to time.

Composition

There were two meetings of the Board Corporate Social Responsibility Committee held during FY2021: April 15, 2020 and October 26, 2020. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings
Â	attended/held
Mr. Dilip Karnik - Chairman	2/2
Mr. Dileep Choksi	2/2
Mr. Raghunath Hariharan1	0/1
Mr. Wilfred John Blackburn2	1/1
1. Ceased to be a member with effect from August 29, 2020
2. Appointed as a member with effect from August 29, 2020

G. Stakeholders Relationship Committee Terms of reference:

i.    Consider and review redressal and resolutions of the grievances and complaints of the security holders of the company, including those of shareholders, debenture holders and other security holders related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings;

ii.    Approval and rejection of transfer and transmission of shares or securities, including preference shares, bonds, debentures and securities;

iii.    Approval and rejection of requests for split and consolidation of share certificates;

iv.    Approval and rejection of issue of duplicate share, issued from time to time;

v.    Redemption of securities and the listing of securities on stock exchanges;

vi.    Allotment of shares and securities;

vii.    Review of measures taken for effective exercise of voting rights by shareholders;

viii.    Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

ix.    Review of various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and;

x.    Any other activities which are incidental or ancillary to the various aspects of interests of shareholders, debenture holders and/or other security holders.

Composition

There were four meetings of the Stakeholders Relationship Committee held during FY2021: April 15, 2020, July 20, 2020, October 26, 2020 and January 25, 2021. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Dileep Choksi— Chairman	4/4
Mr. R. K. Nair1	3/3
Mr. N. S. Kannan	4/4

'¦ Appointed as a member with effect from June 15, 2020 ²Â Ceased to be a member from close of business hours on June 14, 2020 i.e. with effect from June 15, 2020, consequent to his cessation as a wholetime Director of the Company.

Ms. Sonali Chandak, Company Secretary is designated as the Compliance Officer of the Company in accordance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The total number of complaints from shareholders in FY2021 were 74 and all these complaints have been addressed within the prescribed timeline. At March 31, 2021, no complaints were pending for resolution.

H. With Profits Committee

Terms of reference:

i.    Maintaining the asset shares.

ii.    Providing approval for the detailed working of the asset share, the expense allowed for in the asset share, the investment income earned on the fund, and other associated elements which were represented in the asset share determined by the Appointed Actuary.

iii.    To submit a report to the Board covering at least:

•    appropriateness of the methodology and basis used in calculation of asset shares and justification for any change,

•    bonus earning capacity including its calculation,

•    sensitivity analysis of bonus rates and basis as appropriate,

•    a brief note on how policyholders' reasonable expectations (PRE) is met,

•    any change in special surrender value with justification,

•    treatment of With Profit fund for future appropriation, and

•    the expenses debited to the With Profit fund and its appropriateness.

Composition

There was one meeting of the With Profits Committee held during FY2021: April 20, 2020. The details of the composition of the Committee and attendance at its Meeting are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. R. K. Nair - Chairman	1/1
Mr. Sandeep Batra	1/1
Mr. Raghunath Hariharan1	0/1
Mr. Wilfred John Blackburn2	0/0
Mr. N. S. Kannan	1/1
*Mr. Chandan Khasnobis	1/1
*Mr. Satyan Jambunathan	1/1
*Ms. Asha Murali	1/1

* As per IRDAI (Non-linked Insurance Products) Regulations 2019, With Profits Committee shall also have the Chief Financial Officer, the Appointed Actuary and an Independent Actuary, as members.

^1.    Ceased to be a member with effect from August 29, 2020

^2.    Appointed as a member with effect from August 29, 2020

I. Strategy Committee

The Board of Directors at its Meeting held on January 19, 2018 had constituted a Strategy Committee to consider and evaluate any combination, arrangement, transfer of assets, acquisition, divestiture and any other strategic initiative and recommend such proposals to the Board of Directors.

Terms of reference*

i.    To evaluate transaction(s) of transfer of assets, combination, arrangement, acquisition, divestitures and any other strategic initiatives proposed to be undertaken by the Company (through the processes entailing technical/price bids, due diligence process, etc.) and submit the proposal to the Board for its consideration.

ii.    To take all necessary actions in connection with such specific transactions.

*certain additional powers were provided by the Board to the strategy committee to undertake activities in connection with the non-convertible debentures issued and allotted by the Company during the year.

Composition

There was one meeting of the Strategy Committee held during FY2021: October 29, 2020. The details of the composition of the Committee and attendance at its Meeting are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. M. S. Ramachandran - Chairman	1/1
Mr. Anup Bagchi	1/1
Mr. Raghunath Hariharan1	0/0
Mr. Wilfred John Blackburn2	1/1
Mr. N. S. Kannan	1/1
Mr. Puneet Nanda3	0/0

^1.    Ceased to be a member from close of business hours on August 28, 2020 i.e. with effect from August 29, 2020, consequent to his cessation as a Non-executive Director of the Company.

².    Appointed as a member with effect from August 29, 2020.

³.    Ceased to be a member from close of business hours on June 14, 2020 i.e. with effect from June 15, 2020, consequent to his cessation as a wholetime Director of the Company.

Familiarisation programme for independent Directors

I ndependent Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of the industry and the business model of the Company through induction programmes at the time of their appointment as Directors and through presentations on economy and industry overview, business overview, key regulatory developments, governance, strategy, investment, human resource and operating performance which are made to the Directors from time to time. The details of the familiarisation programmes have been hosted on the website of the Company and can be accessed on the link: https://www.iciciprulife. com/about-us/company-overview/familiarization.html.

Changes in the composition of the Board of Directors and other key managerial personnel (KMP) as per CA2013 during the year ended March 31, 2021

Name of Director/ KMP	Appointment/ Resignation/ Cessation of tenure/ Withdrawal of nomination	With effect from
Mr. Puneet Nanda	Cessation of tenure	Close of business hours on June 14, 2020 i.e. with effect from June 15, 2020
Mr. Raghunath Hariharan	Cessation	With effect from August 29, 2020
Mr. Wilfred John Blackburn	Appointment	With effect from August 29, 2020
Ms. Vyoma Manek	Resignation	Close of business hours on February 15, 2021 i.e. with effect from February 16, 2021
Ms. Sonali Chandak	Appointment	With effect from February 16, 2021

separate meeting of independent Directors

During FY2021, a separate meeting of the Independent Directors was held on April 24, 2020.

Retirement by rotation

In accordance with the relevant provision of the CA2013, Mr. Anup Bagchi (DIN: 00105962) would retire by rotation at the ensuing AGM. Mr. Bagchi, being eligible has offered himself for re-appointment.

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

The Company has a well-defined criteria for appointment of Directors and those in senior management positions (that is who may be appointed as key managerial person/personnel (KMP) or as senior managerial personnel (SMP)) in accordance with the requirements prescribed.

Remuneration Remuneration policy

The Company already has in place a policy on Compensation & Benefits ("Compensation Policy") for Managing Director & CEO, Other Wholetime Directors, non-executive Directors, Key Management Person (KMP), Senior Management Personnel (SMP) and other employees.

Further details with respect to the Compensation policy are provided under the section titled "Compensation & Benefit policy", which has also been hosted on the website of the Company and can be accessed on the link: https://www.iciciprulife.com/about-us/ corporate-policies.html.

Particulars	Details of Remuneration (?)
	Mr. N. s. Kannan	Mr. Puneet Nanda (upto June 14, 2020)
Basic	24,467,040	3,276,350
Variable pay1	14,646,731	15,863,541
Allowances2 and perquisites3	21,596,620	4,957,178
Contribution to provident fund	2,936,045	393,162
Contribution to gratuity fund4	2,038,104	272,920
stock options of the	Â	Â
Company (Numbers)	Â	Â
Granted in fiscal 2021	760,600	560,000
Granted in fiscal 2020	701,600	516,600
stock options of ICICI	Â	Â
Bank (Numbers)	Â	Â
Granted in fiscal 2021	-	-
Granted in fiscal 2020	183,200	134,900

 

Details of remuneration paid to wholetime Directors

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

The following table sets out the details of remuneration (including perquisites and retiral benefits) paid to wholetime Directors during fiscal 2021:

Note: For the year ended March 31, 2021 the remuneration details pertain to the amount paid/options granted for the period of service as per IRDAI approval

¹Â Â Â Â Variable pay includes the deferred component of the variable pay of previous years as approved by IRDAI

²Â Â Â Â Allowances also include NPS, Superannuation and Leave encashment. For Mr. Puneet Nanda, allowances also include Interest subsidy. A sum of ' 25,236,750 towards gratuity and ' 4,250,400 towards leave encashment was transferred to ICICI Ventures subsequent to transfer of Mr. Puneet Nanda.

³Â Â Â Â Perquisite excludes perquisites on exercise of stock options, if any. Stock options exercised during the year does not constitute remuneration paid to the wholetime directors and accordingly is not considered here.

⁴    Provision towards gratuity is determined actuarially on an overall basis, however, for the purpose of this section, annual contribution towards gratuity fund of the Company as approved by BNRC/Board has been given.

Perquisites and non-cash benefits: Perquisites and non-cash benefits (evaluated as per Income-tax Rules, wherever applicable, and at actual cost to the Company in other cases) which are considered as part of Fixed Pay: group term life insurance, group personal accident insurance, group mediclaim, domiciliary medical reimbursement, corporate car, corporate club membership, interest subsidy on housing loan, furnishings, utilities (such as gas and electricity), scholarship for children's education, financial support to cover expenses for children with special needs, and other such non-cash perquisites and benefits as applicable from time to time, and as may be determined by the Board of Directors or the Board Nomination and Remuneration Committee in accordance with the Compensation and Benefits Policy of the

Company. Other perquisites and non-cash benefits not considered as part of Fixed Pay include: business club membership, executive health checkup, drivers, fuel for car, motor insurance and maintenance of car, company assets and enablement for home office, mobile reimbursement, privilege leave encashment, and other such perquisites and non-cash benefits, including employee stock options under the Revised Scheme (Employee Stock Option Scheme 2005 as approved by Members on July 17, 2017) of the Company and the ICICI Bank Employee Stock Option Scheme - 2000, if any, as applicable from time to time, and as may be determined by the Board of Directors or the Board Nomination and Remuneration Committee in accordance with the Compensation and Benefits Policy of the Company.

Details of remuneration paid to non-executive Directors

As provided in the Articles of Association of the Company, the fees payable to the non-executive independent Directors for attending a Meeting of the Board or Committee thereof is decided by the Board of Directors from time to time within the limits prescribed by the CA2013.

For FY2021, the Company has paid ' 100,000 as sitting fees for each meeting of the Board, ' 50,000 for each Board Audit Committee meeting and ' 30,000 as sitting fees for each Meeting of other Board Committee meetings attended. This amount is within the limits prescribed as per Rule 4 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the CA2013.

The members of the Company at the Annual General Meeting held on July 17, 2019 have approved the payment of compensation in form of profit related commission upto ' 1 million per annum, in proportion to the time served by him/her as a Director in a year, to each non-executive Director of the Company (other than the non-executive directors nominated by ICICI Bank Limited and Prudential Corporation Holdings Limited), for each year effective from financial year ending March 31, 2021. The payments are subject to the regulatory provisions applicable to the Company and availability of net profits at the end of each financial year. Sitting fees paid to independent Directors are outside the purview of the above limits.

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

sitting fees paid to independent Directors for the financial year ended March 31, 2021:

Name of the Director	Amount (in ?)
Mr. M. S. Ramachandran, Chairman	1.74 million
Mr. Dilip Karnik	2.25 million
Mr. R. K. Nair	2.16 million
Mr. Dileep Choksi	2.1 million
Ms. Vibha Paul Rishi	1.92 million
Commission to be paid to independent Directors for the financial year ended March 31, 2021:

Name of the Director	Amount (in ')
Mr. M. S. Ramachandran	1 million
Mr. Dilip Karnik	1 million
Mr. R. K. Nair	1 million
Mr. Dileep Choksi	1 million
Ms. Vibha Paul Rishi	1 million

 

Further, it may be noted that Mr. Sandeep Batra was a wholetime Director of the Company from January 1, 2014 till July 11, 2018. In accordance with the terms of the engagement with Mr. Batra, then, as a wholetime Director, he was eligible to receive long term variable pay and was also granted options pursuant to the Company's employee stock option scheme. Accordingly, he was paid ' 4,100,976, as deferred variable pay during the year ended March 31, 2021.

Remuneration disclosures pursuant to IRDAI guidelines

Pursuant to IRDAI guidelines on remuneration of non-executive Directors and Managing Director/Chief Executive Officer/ wholetime Directors of Insurers (IRDAI Guidelines) issued vide reference no. IRDA/F&A/GDL/LSTD/155/08/2016 dated August 5, 2016 requires the Company to make following disclosures on remuneration on an annual basis in their Annual Report:

Compensation policy and practices

1. Qualitative disclosures

a. Information relating to the design and structure of remuneration processes and the key features and objectives of remuneration policy.

(i) Name and mandate of the main body overseeing remuneration The Board Nomination and Remuneration Committee (BNRC/ Committee) is the body which oversees aspects pertaining to remuneration. The functions of the Committee include identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal and formulating a criteria and specifying the manner for effective evaluation of every individual director's performance, evaluation of the performance of the Board and its committees, and reviewing its implementation and compliance; considering to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors; recommending to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees; recommending to the Board all remuneration, in whatever form, payable to senior management; ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; ensuring that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; approving the compensation

 

program and ensuring that remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals; formulating the criteria for determining qualifications, positive attributes and independence of a Director; devising a policy on diversity of the Board; considering and approving employee stock option schemes and administering and supervising the same.

(ii)    External consultants whose advice has been sought, the body by which they were commissioned and in what areas of the remuneration process

The Company engaged the services of reputed consulting firms for market benchmarking in the area of compensation.

(iii)    Scope of the Company's remuneration policy (eg. by regions, business lines), including the extent to which it is applicable to foreign subsidiaries and branches

The Company's Policy on Compensation & Benefits ("Compensation Policy") for Managing Director & CEO, Other wholetime Directors, non-executive Directors, Key Management Person (KMP), Senior Management Personnel (SMP) and other employees was last amended and approved by the BNRC and the Board at its Meeting held on August 28, 2020.

(iv)    Type of employees covered and number of such employees All employees of the Company are governed by the Compensation Policy. The total number of permanent employees governed by the Compensation Policy of the Company at March 31, 2021 was 14,413.

(v)    Key features and objectives of remuneration policy

The Company has historically followed prudent compensation practices under the guidance of the Board and the BNRC. The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. This approach has been incorporated in the Compensation Policy, the key elements of which are given below:

Effective governance of compensation

The Company follows prudent compensation practices under the guidance of the BNRC and the Board. The decision relating to the remuneration of the Managing Director & CEO (MD & CEO) and other wholetime Directors is reviewed and approved by the BNRC and the Board. The BNRC and the Board approves the Key Performance Indicators (KPIs) and the performance threshold for payment of performance bonus, if applicable. The BNRC evaluates business performance against the KPIs and on various risk parameters as prescribed by IRDAI. Based on its assessment, it makes recommendations to the Board regarding compensation for MD & CEO and other wholetime Directors, performance bonus and long-

term pay for all eligible employees, including senior management and key management persons.

Alignment of compensation philosophy with prudent risk taking The Company seeks to achieve a prudent mix of fixed and variable pay, with a higher proportion of variable pay at senior levels. For the MD & CEO and other wholetime Directors (WTD), compensation is sought to be aligned to both pre-defined performance objectives of the Company as well as prudent risk parameters. In addition, the Company has an Employees Stock Option Scheme aimed at enabling employees to participate in the long-term growth and financial success of the Company through stock option grants that vest over a period of time.

Whether the BNRC reviewed the Company's remuneration policy during the past year, and if so, an overview of any changes that were made The BNRC reviewed the Company's Compensation and Benefits policy at its meetings held on July 13, 2020 and August 28, 2020. The key changes in the policy are:

•    I n line with the Insurance Regulatory and Development Authority of India (IRDAI) circular dated June 30, 2020 highlighting that the monetary value of perquisites including retiral benefits should have monetary ceilings and are accounted for as part of Fixed pay, the nomenclature of the compensation elements and the definition of Fixed Pay for the MD & CEO and other WTDs have been amended to include non-cash benefits and perquisites, contribution towards superannuation/ retirals and any other form of noncash benefits & perquisites including reimbursable benefits & perquisites with monetary ceilings. Accordingly, the definition of variable pay has also been consequently amended.

•    Methodology of valuing stock options has been incorporated for clarity.

•    The clause for Guaranteed bonus and Severance pay for Wholetime Directors has been modified to strengthen governance.

•    The clause on review of compensation for the MD & CEO and other Wholetime Directors has been modified for better clarity and in line with the IRDAI circular dated June 30, 2020.

•    The current list of non-cash benefits and perquisites provided to employees including KMPs/SMPs has been included in the list of non-cash benefits and perquisites.

•    A section related to compensation for non-executive Independent Director as Chairman/Chairperson of the Company, if any, has been incorporated into the policy. The remuneration payable in the case of an Independent Director being the Chairman/Chairperson of the Company has been outlined in the policy to enable providing administrative support to the Chairman, and in accordance with the provisions of the extant applicable regulatory and statutory requirements.

•    The frequency for the review of the Compensation Policy has been incorporated.

b.    Description of the ways in which current and future risks are taken into account in the remuneration processes

•    The Company follows prudent compensation practices under the guidance of the Board and the Board Nomination and Remuneration Committee (BNRC). The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. The performance rating assigned to employees is based on assessment of performance delivered against a set of defined performance objectives. These objectives are balanced in nature and comprise a holistic mix of financial, customer, people, process, quality, compliance objectives and/or any other parameters as may be deemed fit.

•    For the MD & CEO and other wholetime Directors, compensation is sought to be aligned to both predefined performance objectives of the Company as well as prudent risk parameters.

•    For the MD & CEO and other wholetime Directors, the quantum of bonus does not exceed a certain percentage (as stipulated in the Compensation Policy) of total fixed pay in a year; if the quantum of bonus exceeds a predefined percentage of the total fixed pay, a part of the bonus is deferred and paid over a pre-defined period.

•    The deferred part of the variable pay (performance bonus) for wholetime Directors is subject to malus, under which, the Company will prevent vesting of all or part of the variable pay in the event of an enquiry determining gross negligence or integrity breach.

•    In claw back arrangements with wholetime Directors, the employee agrees to return, in case asked for, the previously paid variable pay to the Company in the event of an enquiry determining gross negligence or integrity breach, taking into account relevant regulatory stipulations.

•    For malus and clawback, acts of gross negligence and integrity breach are covered under the purview of the compensation policy. Errors of judgment shall not be construed to be breaches.

c.    Description of the ways in which the Company seeks to link performance during a performance measurement period with levels of remuneration

The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. The extent of variable pay for individual employees is linked to individual performance for sales frontline employees and to individual and organisation performance for non-sales frontline employees and employees in the management cadre. For the latter, the performance rating assigned is based on assessment of performance

delivered against a set of defined performance objectives. These objectives are balanced in nature, and comprise a holistic mix of financial, customer, people, process, quality and compliance objectives and/or any other parameters as may be deemed fit. For the Managing Director & CEO and other wholetime Directors, to ensure effective alignment of compensation with prudent risk parameters, the Company takes into account various risk parameters along with other pre-defined performance objectives of the Company.

2. Quantitative Disclosures

The following table sets forth, for the period indicated, the details of quantitative disclosure for remuneration of wholetime Directors (including Managing Director & CEO)

Particulars	At March 31,2021
Number of WTD/ CEO/ MD having received a variable remuneration award during the financial year	2
Number and total amount of sign on awards made during the financial year	Nil
Details of guaranteed bonus, if any, paid as joining/ sign on bonus Breakup of amount of remuneration awarded for the financial year (in ' million)	Nil
Fixed1	57.9
Variable Pay2	26.2
Deferred	-
Non-Deferred	26.2
Share-Linked Instruments - Company2	1,320,600
Total amount of deferred remuneration paid out in the financial year (' in million)	4.3
Total amount of outstanding deferred remuneration Cash (' in million)	2.2
Shares	Nil
Shares-linked instruments - Company	2,214,220
Shares-linked instruments - ICICI Bank	319,670
Other forms	Nil

Note: For the year-ended March 31, 2021 the numbers indicated are the amounts paid/options granted during the year FY2021 as per IRDAI approvals. Mr. Sandeep Bakhshi received a remuneration of ' 6,360,229 and Mr. Sandeep Batra received ' 4,100,976 which is the deferred variable pay (paid during FY2021). This is in accordance with the terms of engagement with Mr. Bakhshi and Mr. Batra, then, as wholetime Directors of the Company.

¹Â Â Â Â Fixed pay includes basic salary, supplementary allowances, superannuation, contribution to provident fund and gratuity fund by the Company. Provision towards gratuity is determined actuarially on an overall basis, however, for the purpose of this section, the annual contribution towards gratuity fund of the Company as approved by BNRC/Board is incorporated here.

²Â Â Â Â Variable pay and share-linked instruments represent amounts granted/options awarded by BNRC/Board in FY2021.

Further, provision on gratuity, leave encashment and long term payment, which is actuarially valued for all employees of the organisation, is not considered above.

 

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

The ratio of the remuneration of each Director to the median employee's remuneration and such other details in terms of Section 197(12) of the CA2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. For the purpose of this section, aspects of fixed remuneration which includes basic salary, supplementary allowance and retirals (provident fund, gratuity and superannuation) have been annualised.

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

Mr. N S Kannan, Managing Director & CEO	80:1
Mr. Puneet Nanda, Deputy Managing Director	57:1

(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 Wholetime Directors, Chief Financial Officer, and Company Secretary was 0%.

(iii)    The percentage increase in the median remuneration of employees, who are part of annual bonus plan (excluding frontline sales), in the financial year:

The percentage increase in the median remuneration of employees, who are part of annual bonus plan, in the financial year was around 6.7%.

(iv)    The number of permanent employees on the rolls of Company: The number of employees as on March 31, 2021 is 14,413.

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

The average percentage increase in the salaries of total employees other than the key managerial personnel for fiscal 2020 was around 4.6%, while there was no increase in the remuneration of the key managerial personnel.

(vi)    Affirmation that the remuneration is as per the remuneration policy of the Company:

Yes.

Employee Stock Option Scheme (ESOS)

The Company granted options to its employees under its Employees Stock Option Scheme, prior to listing, since approval of its Employees Stock Option Scheme - 2005. This pre-IPO Scheme shall be referred to as 'ESOS 2005' or 'Scheme'. The Scheme has six tranches namely Founder, 2004-05, 2005-06, 2006-07, Founder II and 2007-08, pursuant to which shares have been allotted and listed in accordance with the in-principle approval extended by the stock exchanges. The Scheme was instituted vide approval of its Members at the Extra-Ordinary General Meeting (EGM) dated March 28, 2005 and subsequently amended by the Members of the Company vide its EGM dated February 24, 2015.

The Scheme was last ratified and amended by the members of the Company at its Annual General Meeting held on July 17, 2017 which

is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (referred to as the 'Revised Scheme').

Further, the meeting of Board Nomination and Remuneration Committee (BNRC) and the Board held on April 24, 2019 had approved the amendment to the definition of "Exercise Period". The revision to the definition was approved by Members at the annual general meeting of the Company held on July 17, 2019.

As per the Revised Scheme, the aggregate number of shares issued or issuable since March 31, 2016 pursuant to the exercise of any Options granted to the Eligible Employees issued pursuant to the Scheme or any other stock option scheme of the Company, shall not exceed 2.64% of the number of shares issued at March 31,2016; which pursuant to the Scheme was earlier capped at 3% of the issued capital of the Company as on the date of grant(s). Further, pursuant to the Revised Scheme the maximum number of Options that can be granted to any Eligible Employee in a financial year shall not exceed 0.1% of the issued Shares of the Company at the time of grant of Options, which pursuant to the Scheme was 1% of the issued capital of the Company to any eligible employee. Both the Scheme and the Revised Scheme provide for a minimum period of one year between the grant of Options and vesting of Options. Shares are allotted/issued to all those who have exercised their Options, as granted by the Board of the Company and/or the BNRC in accordance with the criteria ascertained pursuant to the Company's Compensation and Benefits policy.

Pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014, the disclosures are available on the website of the Company at the following link https://www.iciciprulife.com/about-us/investor-relations/financial-information.html.

Exercise price of all the options outstanding for all years/quarter for tranches Founder, 2004-2005, 2005-06, 2006-07, Founder II, 2007-08, 2017-18, 2018-19, 2018-19 Special Options and 2018-19 Joining Options,

2019- 20, 2019-20 Joining Options, 2020-21, 2020-21 Joining Options (1),

2020- 21 Joining Options (2) schemes is ' 30, ' 42, ' 70, ' 130, ' 130, ' 400, ' 468.60, ' 388.40, ' 388.40, ' 351.65, ' 369.30, ' 383.10, ' 400.10, ' 396.95 and ' 501.90 respectively.

 

Particulars of options for the year ended March 31, 2021 are given below:
Options granted	5,147,200
Options forfeited/ lapsed	205,967
Options vested	2,412,290
Options exercised	126,640
Total number of options in force	17,175,700
Number of shares allotted pursuant to exercise of options	126,640
Extinguishment or modification of options	Nil
Amount realised by exercise of options (?)	45,487,332

Note: For details on option movement during the year refer Notes to accounts

 

sr. No.	Name	Designation
1	Judhajit Das	Chief-Human Resources
2	Satyan Jambunathan	Chief Financial Officer
3	Amit Palta1	Chief Distribution Officer
4	Deepak Kinger	Chief Risk & Compliance Officer
5	Manish Kumar	Chief Investments Officer
6	Asha Murali	Appointed Actuary
7	Vyoma Manek2	Company Secretary
8	Manish Dubey 3	Chief Marketing Officer

¹Â Â Â Â Categorised as KMP with effect from June 15, 2020; stock options granted mentioned above was prior to his categorization as KMP

²Â Â Â Â Categorised as KMP till February 15, 2021

³Â Â Â Â Categorised as KMP till June 14, 2020

 

The following key management persons and senior management personnel (SMP), other than wholetime Directors, were granted stock options of the Company up to a maximum of 179,500 options to an individual, aggregating to 916,200 options during FY2021.

 

Note: Ms Sonali Chandak was appointed as Company Secretary of the Company with effect from February 16, 2021 and hence categorised as KMP with effect from February 16, 2021 and was not granted stock options of the Company during the year ended March 31, 2021.

No employee was granted options during any one year equal to or exceeding 0.1% of the issued equity shares of the Company at the time of the grant.

Out of the total outstanding options at April 1, 2021, 2,412,290 options were vested during the year ended March 31, 2021 and ' 45.5 million was realised by exercise of options during the year ended March 31,2021.

During the year ended March 31, 2021 the Company has recognised a compensation cost of ' nil (year ended March 31, 2020: ' nil) as the intrinsic value of the options.

Had the Company followed fair value method based on binomial tree model valuing its options, compensation cost for the year ended would have been higher by ' 331.5 million (March 31, 2020: ' 502.5 million) and the profit after tax would have been ' 9,270.0 million (March 31, 2020: ' 10,185.0 million). On a proforma basis, the Company's basic and diluted earnings per share would have been ' 6.46 (March 31, 2020: ' 7.09) and ' 6.44 (March 31, 2020: ' 7.08) respectively.

Fair value methodology

The assumptions considered in the pricing model for the ESOPs granted during the year ended March 31, 2021 were:

Particulars	March 31,	March 31,	basis
Â	2020	2021
Risk-free	6.42% to	4.87% to	G-Sec yield at grant date
interest rate	7.66%	5.78%	for tenure equal to the expected term of ESOPs
Expected	3.50 to 5.50	3.50 to 5.50	Simplified method
life of the	years	years	(average of minimum and
options	Â	Â	maximum life of options)
Dividend	0.82% to	0.16% to	Based on recent dividend
yield	1.22%	0.59%	declared
Expected	12.39% to	17.90% to	Based on historical
volatility	13.37%	20.19%	volatility determined on the basis of Nifty 50

The weighted average price of options exercised during the year ended March 31,2021 is ' 359.19 (year ended March 31,2020: ' 183.63).

Further disclosures pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014, Guidance Note on accounting for employees share based payments issued by ICAI or any other relevant accounting standard have been included in the Notes to Accounts.

ICICI Bank Limited ("Holding company") has granted their options to certain employees of the Company. The Holding company follows an intrinsic value method and has recognised a cost of ' nil for the year ended March 31, 2021, for the options granted to employees of the Company (year ended March 31,2020: ' nil).

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

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

The performance evaluation was undertaken through an online survey portal. The performance of the Board was assessed on parameters relating to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board. The evaluation criteria for the Chairman of the Board, besides the general criteria

the AGM.

General body    Day, Date & Time

Meeting

Twenty first AGM    Friday, June 25, 2021 at 3.30 p.m.

 

adopted for assessment of all Directors, included leadership abilities, effective management of meetings and preservation of interest of stakeholders. The evaluation criteria for the Committees were based on effective discharge of its terms of reference and their contribution to the functioning of the Board. The Board Nomination and Remuneration Committee evaluated the performance of the wholetime Directors. The details about the evaluation of the wholetime Directors are further articulated under the section titled "Compensation policy and practices."

General Body Meetings

The details of the last three Annual General Meetings (AGM) are as given below:

Financial Year ended	Day, Date	start time	Venue
Eighteenth AGM	Tuesday, June 26, 2018	2.30 p.m.	Swatantrya Veer Sawarkar Auditorium, 252, Shivaji Park, Dadar (West), Mumbai - 400 028
Nineteenth AGM	Wednesday, July 17, 2019	2.00 p.m.	Swatantrya Veer Sawarkar Auditorium, 252, Shivaji Park, Dadar (West), Mumbai - 400 028
Twentieth AGM	Friday, August 7, 2020	3.30 p.m.	Through Video Conference (VC)/ Other Audio Visual Means (OAVM). Deemed venue-Registered Office of the

The following special resolutions were passed by the members during the

last three Annual General Meetings:

Annual General Meeting held on June 26, 2018

•    No special resolution was proposed.

Annual General Meeting held on July 17, 2019

•    Continuation of directorship of Mr. M. S. Ramachandran as an Independent Director of the Company on attaining the age of seventy five (75) years.

•    Amendment of the ICICI Prudential Life Insurance Company Limited Revised Employee Stock Option Scheme.

Annual General Meeting held on August 7, 2020

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

•    Continuation of directorship of Mr. M. S. Ramachandran as a Director of the Company till June 28, 2026

Postal ballot

During the year FY2021, an ordinary resolution for extending administrative

support to Mr. M. S. Ramachandran, non-executive Independent Director,

Chairman of the Company was passed through postal ballot. No special

resolution was passed through postal ballot during FY2021. Further, at present, no special resolution is proposed to be passed through postal ballot.

Means of communication

It is the Company's belief that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. The Company disseminates information on its operations and initiatives on a regular basis. The Company's website (www.iciciprulife.com) serves as a key awareness facility for all its stakeholders, allowing them to access information at their convenience. It provides comprehensive information on the Company's strategy, financial performance, operational performance and the latest press releases.

The Company's investor relations personnel respond to specific queries and play a proactive role in disseminating information to both analysts and investors. All information which could have a material bearing on the Company's share price is released through as per regulatory requirements. The information is also disseminated to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) from time to time.

The financial and other information and the various compliances as required/ prescribed under the Listing Regulations are filed electronically with NSE and BSE through NSE Electronic Application Processing (NEAP) System and through BSE Listing Centre and are also available on their respective websites in addition to the Company's website. Additionally information is also disseminated to BSE/NSE where required by email or fax.

The Company's quarterly financial results are published in the Financial Express (Mumbai, Pune, Ahmedabad, Delhi, Chandigarh, Lucknow, Kolkatta, Bangalore, Chennai, Hyderabad and Kochi) and Loksatta (Mumbai, Pune, Nagpur, Ahmednagar, Delhi, Aurangabad edition). The financial results, official news releases, analyst call transcripts and presentations are also available on the Company's website at www.iciciprulife.com.

General shareholder Information

In view of the outbreak of the Covid-19 pandemic, social distancing is a pre-requisite and accordingly the Annual General Meeting (AGM') is proposed to be convened through Video Conference (VC) or/and Other Audio Visual Means (OAVM), in compliance with applicable provisions of the Companies Act, 2013 read with the General Circular No. 20/2020 dated May 5, 2020, General Circular No. 14/2020, dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 02/2021 dated January 13, 2021, issued by the Ministry of Corporate Affairs ('MCA'). Considering the same, the deemed venue for 21^st AGM shall be the registered office of the Company.

In view of the same, the members are given the facility to attend and participate in the AGM through Video Conference (VC)/ Other Audio Visual Means (OAVM), by following the procedure mentioned in the Notice of the AGM.

Financial Year: April 1, 2020 to March 31, 2021 Book Closure: June 18, 2021 to June 25, 2021 Dividend payment date: On or before July 25, 2021

with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, is not required.

Details of application made or any proceeding pending under the Insolvency and bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year.

The Company has not filed any application or no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year ended March 31, 2021.

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or Financial Institutions along with the reasons thereof

The above is not applicable as the Company has not filed any application for settlement under the Insolvency and Bankruptcy Code, 2016 during the financial year ended March 31, 2021.

 

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Credit rating obtained during		FY2021	Â
Â	Type of Instrument	Name of the rating Agency	rating assigned
Unsecured, subordinated, listed, rated, redeemable, taxable, non-cumulative, nonconvertible debentures in the nature of 'Subordinated Debt' aggregating to ' 12.00 billion		ICRA Limited CRISIL Limited	[ICRA]AAA(Stable) CRISIL AAA/Stable
Foreign exchange earnings and outgo Details of foreign exchange earnings and outgo required under section 134(3)(m) of the CA2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:
Â		Â	(' billion)
Â	Particulars	FY2020 1 FY2021
Foreign exchange earnings and outgo -    Earnings 0.26 -    Outgo 0.31			0.12 0.36

 

Fit and proper criteria for investors and continuous monitoring requirement

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

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

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

Further information on detailed procedure and format for self-certification is hosted on the Company's website (https://www.iciciprulife.com/about-us/shareholder-information/other.html)

Business Responsibility Reporting, Environmental, Social and Governance (EsG) and Conservation of energy and Technology absorption

Business Responsibility Report (BRR) as stipulated under Regulation 34 of the Listing Regulations forms part of the Annual Report and has been hosted on the website of the Company and can be viewed at https://www.iciciprulife.com/about-us/shareholder-information/other.html.

The Company has an elaborate ESG Report that details the efforts of the Company on sustainability and is also available on its website. The Company constantly undertakes technology and digitalization initiatives and works with employees, partners and customers to offer simple and robust technology solutions towards reducing the Company's carbon footprint.

The Company has undertaken various initiatives for energy conservation at its premises and has used information technology extensively in its operations, which includes technological interventions in aspects pertaining to policy lifecycle, marketing & lead generation, partner integration, analytics and assurance. They entail how the Company digitally transformed itself with the use of Artificial Intelligence (AI), Machine Learning (ML) and Natural Language Processing (NLP), especially with AI underwriting and Optical Character Reader (OCR), conversation bots, data insights, nudge engine and image recognition. These are in addition to other technological strides in terms of strengthening its core systems, readying for future and supporting new growth engines.

Digitisation

The Company has fully digitised its policy issuance and servicing processes. More than 96% of all our policies issued are logged digitally. The Company has also offered its customers the facility of opening e-insurance accounts, an electronic repository of policies. This enables our customers to electronically store and administer their policies.

To the extent permitted, the Company also communicates with its customers via sms and emails to reduce the use of paper. The digital platform is extended to employees, advisors and partners too. Due to these initiatives the Company's paper usage has dropped drastically over the years. The above initiatives and digital processes have not only provided speed and convenience to customers and distributors, but has also had a positive impact on environment.

Maintenance of cost records

The maintenance of cost records, for the services rendered by the Company, pursuant to Section 148(1) of the Companies Act, 2013 read

Commodity price risk or foreign exchange risk and hedging activities

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

Plant Locations

The Company has various branches across the country, however, there are no plants as the Company is not a manufacturing entity.

Details of unclaimed suspense account as provided by our RTA i.e. KFin Technologies Private Limited pursuant to Regulation 39 read with Part F of schedule V of securities and exchange board of India (Listing obligations and Disclosure requirements) regulations, 2015.

For financial year 2021, there were no shares lying in the unclaimed suspense account.

Events after Balance Sheet date

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

Disclosures

(a)    There are no materially significant related party transactions that may have potential conflict with the interest of the Company.

(b)    No penalties or strictures have been imposed on the Company by the stock exchanges, the Securities & Exchange Board of India (SEBI) or any other statutory authority, for any non-compliance on any matter relating to capital markets, during the last three years.

(c)    In terms of the Whistle Blower Policy of the Company, no employee of the Company has been denied access to the Audit Committee.

Adoption of mandatory and non-mandatory requirements

The Company has complied with all mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub regulation 2 of Regulation 46 and some of the non-mandatory requirements pertaining to Corporate Governance stipulated under the Listing Regulations. The Company has adopted non-mandatory requirement regarding the

details pertaining to shareholding

Listing of equity shares on Stock Exchange

reporting requirement of the internal auditor, which in the Company's instance, reports directly to the Board Audit Committee.

Green Initiatives in Corporate Governance

In line with the 'Green Initiative', the Company has effected electronic delivery of notice of Annual General Meeting and Annual Report to those Members whose e-mail ids were registered with the respective Depository Participants and downloaded from the depositories viz. National Securities Depository Limited/Central Depository Services (India) Limited. The CA2013 and the underlying rules as well as Regulation 36 of the Listing Regulations, permit the dissemination of financial statements and annual report in electronic mode to the Members. The Directors are thankful to the Members for actively participating in the Green Initiative and seek the continued support for implementation of the Green Initiative.

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

Company's Registrar and Share Transfer Agent

The Company's Registrar and Share Transfer Agent (RTA) is KFin Technologies Private Limited (formerly known as Karvy Fintech Private Limited) (Karvy). The address of the RTA is as follows:

KFin Technologies Private Limited.

Karvy Selenium Tower B, Plot 31-32,

Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032 Email id: [email protected] Tel No. : [phone]

Debenture trustees

Axis Trustee Services Limited

Registered Office: Axis House, Bombay Dyeing Mills Compound, Pandhurang Budhkar Marg, Worli Mumbai - 400 025

Telephone Number: 022-62300451

Fax Number: 022-6230 0700

Email id: [email protected]

Website: www.axistrustee.com

Information on shareholding

shareholding pattern of the Company at March 31,2021

sr. No.	Category/Name of the shareholder	Number of shares on March 31,2021 (in million)	% Total
1	ICICI Bank Limited (Promoter)	737.61	51.37%
2	Prudential Corporation Holdings Limited (Promoter)	317.52	22.11%
3	Foreign Institutional Investors /Foreign Portfolio Investors/Foreign Bodies/ Non-resident individuals	268.36	18.69%
4	Domestic Mutual Funds	49.15	3.42%
5.	Domestic Insurance Company	10.99	0.76%
6.	Domestic Body corporates, Institutions, Trust & NBFC	8.44	0.59%
7.	Domestic Banks	1.09	0.08%
8.	Alternative Investment Fund	0.43	0.03%
9.	Retail Investors & Others	42.38	2.95%
Â	Total	1435.97	100.00%*

The Company's equity shares are traded mainly in dematerialised form. During the year, there were no dematerialisation. At March 31, 2021, 99.99% of paid-up equity share capital is held in dematerialised form.

Increase in share capital

The paid-up capital of the Company increased by ' 1.12 million from the previous financial year, consequent to allotment of shares resulting due to the exercise of stock options granted under the Company's employee stock option scheme, and the paid-up capital was ' 14.36 billion at March 31, 2021.

Details of equity shares held by the non-executive Directors of the Company at March 31.2021 is as set out in the table below_:

Sr. No. Name of the Director	Number of shares held
1. Mr. Dileep Choksi	20
2. Mr. Anup Bagchi	8,500

Queries related to the operational and financial performance of the Company may be addressed to:

Mr. Satyan Jambunathan/Mr. Dhiren Salian Investor Relations Registered office:

ICICI Prudential Life Insurance Co. Ltd.

1089 Appasaheb Marathe Marg,

Prabhadevi, Mumbai 400025 Telephone: [phone] Fax: [phone] Email id: [email protected]

Address for Correspondence

Ms. Sonali Chandak Company Secretary

ICICI Prudential Life Insurance Company Limited 1089, Appasaheb Marathe Marg,

Prabhadevi, Mumbai - 400025 Telephone: [phone] Fax: [phone] Email id: [email protected]

COMPLIANCE CERTIFICATE OF THE AUDITORS

The Company has annexed to this Report (Annexure D), a certificate obtained from the statutory auditors, B S R & Co. LLP Chartered Accountants and Walker Chandiok & Co LLP Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in the Listing Regulations.

CERTIFICATE FROM A PRACTICING COMPANY SECRETARY

A certificate has been received from Tushar Shridharani, Practicing Company Secretary confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs or any such statutory authority.

ACKNOWLEDGEMENTS

The Company is grateful to the Insurance Regulatory & Development Authority of India, Securities Exchange Board of India, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Board of Directors and the Company would also like to take this opportunity to express sincere thanks to our valued customers for their continued patronage and the investors for reposing confidence in the Company.

The Directors express their gratitude for the valuable advice and guidance received from time to time, from the auditors and the statutory authorities. The Directors express their deep sense of appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to deliver and extend quality services. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board

M. S. RAMACHANDRAN

April 19, 2021    Chairman

Chennai    DIN: 00943629

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report for FY2021 forms part of

the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c) of the CA2013

and the Corporate Governance Guidelines, the Board of Directors confirm:

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

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

3.    that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

---

Mar 31, 2019

To the members

ICICI Prudential Life Insurance Company Limited

The Directors have pleasure in presenting the 19th Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2019 (FY2019).

Performance

Industry in FY2019

New business premium (NBP) for the industry, based on retail weighted received premium (RWRP), grew 9.0% from Rs. 634.70 billion in FY2018 to Rs. 691.83 billion in FY2019. The market share of private players increased from 56.2% in FY2018 to 58.0% in FY2019.

Company in FY2019

Our strategy is to create value for our stakeholders namely customers, employees and shareholders. Customer centricity continues to be at the core of everything we do. With our customer centric approach, we have seen improvement across the service parameters. Claim settlement ratio for individual death claims has increased from 97.9% in FY2018 to 98.6% for FY2019. Average time taken for settlement of claim reduced from 3.0 days in FY2018 to 2.3 days in FY2019. Our grievance ratio as well has improved from 92 in FY2018 to 72 for FY2019.

On the people side, we believe in building a talent pool by providing varied job experience within the organisation along with career growth opportunities. More than 90% of our senior management have served for more than 10 years in the organisation.

For our shareholders, our primary focus continues to be the growth of absolute value of new business (VNB) through the 4P strategy of premium growth, protection business growth, persistency improvement and productivity improvement targeted at improving cost ratios. We believe that this 4P strategy is appropriate in the context of the huge insurance opportunity in the country, coupled with our objective to grow the VNB.

Premium growth: The annualised premium equivalent (APE) for the Company increased from Rs. 77.92 billion in FY2018 to Rs. 77.99 billion in FY2019. In FY2019, the Company had a market share of 10.3% based on RWRP.

Protection business: The Company continued to focus on the protection business, which grew by 61.9% from Rs. 4.46 billion in FY2018 to Rs. 7.22 billion in FY2019. New business sum assured grew by 32.5% to Rs. 4.43 trillion in FY2019.

Persistency improvement: Our continued focus on customer retention has resulted in an increase in retail renewal premium by 15.6% from Rs. 174.97 billion in FY2018 to Rs. 202.25 billion in FY2019. The 13th month persistency ratio1 also improved from 86.8% in FY2018 to 87.4% in FY2019. Total premium collected by the Company grew by 14.3% from Rs. 270.69 billion in FY2018 to Rs. 309.30 billion in FY2019. The Company’s assets under management at March 31, 2019 were Rs. 1,604.10 billion.

Productivity improvement: Total expenses increased from Rs. 34.75 billion in FY2018 to Rs. 41.94 billion in FY2019. The total cost to total weighted received premium (TWRP2) ratio increased from 13.7% in FY2018 to 15.0% in FY2019. The cost ratio for protection products is significantly higher than savings products, while they are value accretive in terms of value of new business. The total cost to TWRP ratio for savings business improved from 11.8% in FY2018 to 11.5% in FY2019.

Profit after tax (PAT) for the Company stood at Rs. 11.41 billion in FY2019 compared to Rs. 16.20 billion in FY2018. The decline in PAT is primarily on account of growth in the protection and annuity businesses, though these business are value accretive from the perspective of value of new business (VNB).

Value of new business grew from Rs. 12.86 billion in FY2018 to Rs. 13.28 billion in FY2019, representing an increase of 3.3%.

Embedded value increased from Rs. 187.88 billion at March 31, 2018 to Rs. 216.23 billion at March 31, 2019.

A summary of key financial and business parameters is set out below:

(Rs. billion)

Particulars	FY2018	FY2019
Annualised premium equivalent	77.92	77.99
Savings	73.45	70.77
Protection	4.46	7.22
Retail renewal premium	174.97	202.25
Total premium	270.69	309.30
Expenses	34.75	41.94
Standalone profit after tax	16.20	11.41
Sum assured for new business	3,340.93	4,428.12
Assets held	1,395.32	1,604.10
Cost to total weighted received premium (TWRP)*	13.7%	15.0%
13th month persistency	86.8%	87.4%
Value of new business (VNB)	12.86	13.28
Embedded value (EV)	187.88	216.23

*TWRP: Total premium less 90% of single premium

OUTLOOK FOR THE INDUSTRY AND THE COMPANY

In India, several reforms have been implemented in recent years, including the goods and services tax (GST), the inflation-targeting framework, the Insolvency and Bankruptcy Code, and steps to liberalise foreign investment and make it easier to do business. Post demonetisation, there has been an increase in financialisation of household savings and this trend is expected to continue going forward as well. The life insurance industry is an important component of financial savings and is expected to gain from this shift in trend.

Recent events such as shift from physical savings to financial savings, digitisation and the improving customer proposition of insurance products, coupled with fundamental strengths of the Indian economy (high gross domestic product (GDP) growth, high savings and investment rate and favourable demography) are expected to provide continued fillip to the growth of the life insurance industry in India.

The Company would continue to focus on its objective of growing value of new business (VNB) through the 4P approach.

Premium growth: The Company would endeavour to grow premium through

- Deepening penetration in under-served customer segments:

The Company would continue to focus on broadening the customer base through initiatives spanning across both distribution and products.

- Enhancing distribution: The Company would strengthen its distribution through a closer mapping of distribution segments with customer segments and products. The company is also focused on expanding the distribution network through acquisition of new partners as well investing in creation of new sourcing channels.

- Focus on pension & annuity: The Company would continue to cater to the retirement savings need of customers while managing the investment risk appropriately.

Protection business growth: The Company is focused on expanding the health & protection business across both retail and group lines of business. This would be done by offering protection as an add-on to our savings products across channels, penetrating the online term insurance market and partnering with loan providers to offer coverage against loans.

Persistency: The Company would seek to drive persistency improvements across all durations by encouraging long term customer behaviour.

Productivity: The Company would focus on cost efficiency and in particular would leverage the digital platform to improve customer experience and efficiency of service operations.

OUR REACH

The Company reaches its customers through 508 offices in 446 locations as at March 31, 2019. On March 31, 2019, the Company had 14,099 employees and 170,572 advisors to cater to the needs of customers. The Company distributes its products through agents, corporate agents, banks, brokers, proprietary sales force (PSF) and online channels.

PRODUCTS

Broadly, all the Company’s products can be categorised into savings and protection. Savings products are offered on three platforms - linked, participating and non-participating. These platforms differ in terms of choice of asset allocation, extent of charges apart from other parameters.

Life insurance cover offered is generally the same across all savings products i.e. 10 times annual premium.

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

CLAIMS

The Company has settled over 10,600 individual mortality claims in FY2019. The claims settlement ratio for the Company was 98.59%. For non-investigated claims, the settlement was completed within an average turnaround time of 2.34 days from the receipt of the last requirement as compared to 30 days allowed by the regulator.

SUBSIDIARY

The Company’s wholly owned unlisted subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM) acts as a pension fund manager under the National Pension System (NPS) with the objective of providing a strategic platform to leverage the substantial pension opportunity in India due to the lack of formal retirement provisions for a large segment of the population.

During FY2019, the subscribers’ funds managed by PFM have increased by 49.5% from Rs. 23,255.1 million at March 31, 2018 to Rs. 34,759.7 million at March 31, 2019. The PFM registered a loss of Rs. 17.2 million (previous year: loss of Rs. 6.6 million). The overall contribution of the subsidiary to the financial results of the Company is not significant currently as the subsidiary is still scaling up.

One of the major developments for the PFM this year is that the pension fund regulator, Pension Fund Regulatory and Development Authority (PFRDA), has granted the PFM, on its application, the license to act as Point of Presence (PoP) entity for distributing products under NPS with effect from February 13, 2019. The PFM is working towards setting up all necessary processes and systems to operationalise its activities as a PoP

The Company will make available separate audited financial statements of the subsidiary company to any Member upon request. These documents/ details are available on the Company’s website (www.iciciprulife.com) and will also be made available for inspection by any Member of the Company at its registered office. A statement containing salient features of the financial statements of the subsidiary company forms part of the financial statements of the Company.

RURAL AND SOCIAL BUSINESS

The Company has micro insurance retail products and group term products to cater to the protection need of the unorganised and economically vulnerable section of the society.

- The Company has provided risk cover to self help group (SHG) members predominantly in the rural areas of Tamil Nadu, Maharashtra, Karnataka & Rajasthan. These members belong to a group of micro entrepreneurs having homogeneous social and economic background, who come together to avail micro credit for financing their small and micro enterprises.

- The Company partners with micro finance institutions/ non-banking financial institutions (NBFCs) and extends group term cover to customers for covering their loss of income risk arising out of unfortunately and untimely demise.

- 204,975 policies were issued in rural areas, constituting 22.9% of total policy issuances. The Company also covered 1,095,830 lives as a part of its ‘social sector’ business.

FINANCIALS & AUDIT

Financials

(Rs. billion)

Particulars	Standalone		Consolidated
	FY2018	FY2019	FY2018	FY2019
Profit after tax	16.20	11.41	16.19	11.39
Balance brought forward from previous year	12.68	16.96	12.66	16.93
Profit available for appropriations	28.88	28.37	28.85	28.32
Appropriations:
Interim Equity Dividend	(4.88)	(2.30)	(4.88)	(2.30)
Final Equity Dividend	(5.02)	(4.74)	(5.02)	(4.74)
Tax on Equity Dividend	(2.02)	(1.44)	(2.02)	(1.44)
surplus carried to next year’s account	16.96	19.89	16.93	19.84

The financial position of the Company remained strong with a solvency margin of 214.9% at March 31, 2019 (252.5% at March 31, 2018) against the minimum regulatory requirement of 150%.

The AUM increased from Rs. 1,395.32 billion at March 31, 2018 to Rs. 1,604.10 billion at March 31, 2019.

Dividend and dividend distribution policy

The operations have resulted in a profit after tax of Rs. 11.41 billion as compared to a profit after tax of Rs. 16.20 billion for the previous year. The decline in profit is primarily on account of growth in protection and annuity businesses, which have been our focus areas. The new business strain of protection and annuity is significantly higher than other products. However, based on present value of expected future profits, both protection and annuity business are value accretive even after allowing for the new business strain. The Board had approved payment of interim dividend of Rs. 1.60 per equity share at its Meeting held on October 23, 2018. Further, the Board at its Meeting held on April 24, 2019 has recommended a final dividend of Rs. 1.55 per equity share. Total dividend for the year is Rs. 3.15 per equity share aggregating to Rs. 4.52 billion for FY2019.

In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) the Dividend Distribution Policy of the Company is disclosed on its website https://www.iciciprulife.com/about-us/corporate-policies.html.

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

Pursuant to the provisions of Section 124 of the Companies Act, 2013, the amounts of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend accounts of the Company are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. The unclaimed dividend for the financial year ended March 31, 2013, would be transferred to the IEPF in February 21, 2020. The corresponding shares, if the dividend is unclaimed for a period of seven years alongwith the unclaimed dividend would also be transferred to the demat account of the IEPF Authority.

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

Particulars of loans, guarantees or investments

The provisions of Section 186(4) of the Companies Act, 2013 (CA2013), requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised, by the Company, are not applicable to an insurance company.

Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the CA2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form AOC -2 appended as Annexure A. Further, as per the shareholding pattern of the related parties, only ICICI Bank Limited and Prudential Corporation Holdings Limited have a holding in the Company of 10% or more. The transactions with these entities are disclosed in the note 3.10 of related party transactions under notes to accounts.

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

Public deposits

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

AUDITORS

Statutory auditors

B S R & Co. LLP bearing registration number 101248W/W-100022, Chartered Accountants and Walker Chandiok & Co LLP bearing registration number 001076N/N500013, Chartered Accountants are the joint statutory auditors of the Company. Walker Chandiok & Co LLP would hold office upto conclusion of 21st annual general meeting (AGM) of the Company. B S R & Co. LLP would hold office upto the conclusion of 19th AGM and are proposed to be appointed for another term of five years.

Fees for services to statutory auditors

The Company has incurred Rs. 18.51 million as statutory audit fees to the Company’s statutory auditors for the year ended March 31, 2019. Further, the Company has not availed any other services from statutory auditor and its network entities/affiliated firms during the year ended March 31, 2019.

Secretarial auditors

The Company has, with the approval of its Board of Directors, appointed M/s. Makarand M. Joshi & Co., Company Secretaries to undertake secretarial audit of the Company for FY2019. The secretarial audit report is annexed herewith as Annexure B. There are no qualifications, reservation or adverse remarks made by the auditor in the report.

Auditor’s report

There is no qualification, reservation, adverse remark or disclaimer made by the auditors in their report.

COMPLIANCE AND RISK

Statement in respect of adequacy of internal financial controls

The Company has established an internal financial control framework comprising internal controls over financial reporting, operating controls and fraud prevention controls. The framework is designed to ensure accuracy, completeness and reliability of financial records, orderly and efficient conduct of business and safeguarding of assets as well as prevention and detection of fraud. Key components of the internal financial control framework include:

Entity level controls: The control environment of the Company relies on a set of Entity Level Controls (ELCs) which operate at an organisation level and may not be embedded in any single process of the Company. The ELCs set up by the Company include:

1. Corporate governance framework comprising Board and Executives committees for oversight on the management of the Company.

2. Policies commensurate with the Company’s size and level of complexity to establish standards of conduct including code of conduct, whistle blower policy, work place harassment, conflict of interest, insurance awareness and customer education policy, grievance redressal policy, record maintenance policy and accounting policy etc.

3. Risk and fraud management framework to identify, measure, monitor and control various risks including operational risk and framework for identifying, monitoring and control over outsourced activities.

4. Independent internal audit department with oversight from the Audit Committee.

5. Employee management framework comprising of hiring, retention, training, performance evaluation, remuneration structure, employee stock options & benefits, succession planning through leadership cover index etc.

6. Framework to ensure compliance to regulations, laws including compliance certification, communication of changes in regulations/ laws etc. and litigation management.

7. Budgeting, monitoring and reporting of the performance with key performance indicators.

8. Information and cyber security policy & information security framework along with framework to ensure business continuity and disaster recovery.

Operating controls: These comprise information technology (IT) and process controls operating at a system/ process level with the objective of providing assurance at a transaction recording stage. Salient aspects of the control framework include:

1. The Company has implemented the Committee of Sponsoring Organisations of the Treadway Commission (COSO) 2013 framework for ensuring compliance with Section 404 of Sarbanes Oxley Act, 2002. All business processes having implication on financial results are subject to quarterly reviews. Any material deficiency is discussed at the Audit Committee.

2. The Company has deployed automation in most aspects of transaction processing including policy administration, investment management, actuarial computations, expense processing, claims management, human resource processes and accounting to ensure greater control and efficiency.

3. The Company has in place a robust IT control environment with integrated systems, interface controls, centralised data warehouse, spreadsheet controls and access controls.

4. The Company has a vendor on-boarding process with due diligence, risk assessment, document review and periodic assessment to ensure controls over third party service providers relevant from a financial reporting perspective. Further, the Board Risk Management Committee has an oversight on implementation of controls and monitors performance of the outsourced vendors.

5. The Company ensures controls on safeguarding of assets comprising investment assets, IT assets and other assets.

Review controls: Review control comprises multiple levels of oversight over financial reporting by way of a strong reporting and review framework as follows:

1. The internal audit team exercises independent oversight over operational and financial processes and significant observations and recommendations are presented to the Audit Committee. Investment operations are subject to daily concurrent audit certification and an Investment Risk Management Systems (IRMS) audit once in two years. Any significant findings in the concurrent audit or IRMS audit are presented to the Audit Committee.

2. The Company has an effective organisation structure which segregates duties among business groups thereby ensuring orderly and efficient conduct of business. Additionally, the Board has constituted various committees responsible for specific operational areas, formulation of policies and framework, identification, assessment & monitoring of principal risks in accordance with the policies & procedures.

3. Management exercises review control by way of in depth reviews of financials, ledger balances, suspense and payables, liability assumptions, information security, regulatory compliance, communication and reporting, key compliance issues and supervision of risk management function etc., conducted by Chief Financial Officer, Appointed Actuary, Head of Information Technology, Head of Operations and Head of Compliance & Risk.

4. The financials prepared are audited by joint statutory auditors and are reviewed by Audit Committee. They are also submitted to Insurance Regulatory Development Authority of India (IRDAI).

Fraud prevention: The Company has a Board approved fraud risk management policy. The Company has an Operational Risk Management Committee (ORMC) which independently monitors frauds. The ORMC reports to Executive Risk Committee which in turn reports to Board Risk Management Committee (BRMC).

1. The fraud control framework consists of preventive measures and incident management. Preventive management includes fraud risk assessment for design of processes, investigation triggers across policy life cycle and proactive use of analytics to identify fraud patterns. Incident management includes recovery of loss, detailed investigation & root cause analysis and fraud incident reporting to BRMC.

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

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

4. The Company is in compliance with ‘Insurance Fraud Monitoring Framework’ guidelines issued by IRDAI.

Internal audit and compliance framework Internal audit:

The Company has in place an internal audit framework with a risk based audit approach. The basic philosophy of risk based internal audit is to provide reasonable assurance to the Board Audit Committee and management about the adequacy and effectiveness of the risk management and control framework in the Company. Review of controls is undertaken through execution of internal audits as per risk based audit plan. The internal audit covers auditing of processes, transactions and systems. Key audit observations and recommendations made are reported to the Board Audit Committee every quarter. Implementation of the recommendations is actively monitored.

Compliance:

The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/ procedures and an employee code of conduct, which govern the day-to-day activities to ensure compliance. The compliance function disseminates the information regarding the relevant laws, regulations and circulars related to insurance and anti-money laundering to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued by the regulatory authorities. The compliance team also monitors the adequacy of the compliance framework across the company with Internal Audit function through an integrated risk based audit plan. Key issues observed as part of this monitoring are reported to the Board Audit Committee and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee on a quarterly basis.

Ind As implementation

International Accounting Standard Board (IASB) issued IFRS 17 Insurance Contracts on May 18, 2017, effective mandatorily from January 1, 2021. Subsequently, Insurance Regulatory and Development Authority of India (IRDAI) reviewed the Ind AS implementation and noted that Ind AS in its current form is likely to lead a mismatch in asset & liability accounting, along with volatility in financial statements of insurance companies with double transition. Therefore, IRDAI through circular dated June 28, 2017 deferred the implementation of Ind AS for a period of two years with applicability for accounting periods beginning from April 1, 2020.

Further, IRDAI through its order dated August 21, 2017 constituted a working group on IFRS 17 primarily to review the standard and identify relevant areas/aspects which require suitable adoption in Indian context and changes in regulations/guidelines. The working group released its report dated October 31, 2018 containing the recommendations and draft regulations on preparation of financial statements applicable from accounting periods commencing on or after April 1, 2020. Accounting Standards Board (ASB) of ICAI issued the exposure draft of Ind AS 117 Insurance Contracts (Ind AS equivalent standard of IFRS 17) on February 12, 2018.

International Accounting Standard Board (IASB) on November 14, 2018 proposed a deferral of IFRS 17, Insurance Contracts to annual periods beginning on or after January 1, 2022 considering the concerns and implementation challenges received from various stakeholders. Further, IASB also proposed for an additional one year exemption for insurers to apply IFRS 9, Financial Instruments from annual periods beginning on or after January 1, 2022.

Consequently, to review the manner of implementation of Ind AS in insurance sector, IRDAI gathered inputs from insurance companies on the level of preparedness of Ind AS. Additionally, the insurance companies have requested IRDAI to align Ind AS implementation with IFRS 17 adoption globally.

Risk management

The Company recognises that risk is an integral element of the business and managing risk is essential for generating shareholder value. The risk governance structure of the Company consists the Board, the Board Risk Management Committee (BRMC), the Executive Risk Committee (ERC) and its sub-committees. The Board approved risk policy details identification, measurement, monitoring and control standards relating to the various individual risks, namely investment (market, credit and liquidity), insurance and operational risks.

1. Investment risk

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

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

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

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

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

2. Insurance risk

Insurance risk is the risk arising because of variance to the best estimate or because of random fluctuations in the frequency, size and timing of insurance liabilities. Insurance risk comprise the following components: mortality, morbidity, persistency and expense risk. These risks are mitigated through:

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

(b) Reinsurance: The Company uses appropriate reinsurance arrangements, including catastrophe reinsurance, to manage insurance risk. The arrangements are with select and financially sound reinsurers. The Company’s reinsurance exposures are considered and approved by the ERC periodically.

(c) Underwriting and claims controls: Underwriting and claims policies and procedures are in place to assess and manage mortality and morbidity risks. The Company seeks to minimise these risks by diversifying its business portfolio and adhering to appropriate and segmented underwriting norms. The Company conducts periodic reviews of both underwriting and claims procedures.

(d) Experience analysis: The Company conducts its experience analysis regularly to ensure that corrective action can be initiated at the earliest opportunity and that assumptions used in product pricing, reserving and embedded value reporting are in line with experience. The Company actively monitors its claims experience, persistency levels and expense ratios.

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

3. Operational risk:

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

The Company uses the following approaches to manage the risk:

(a) The Company develops and monitors mitigation plans for high risk items identified through the risk control self-assessment (RCSA) done by each business function, loss events and/or audit findings

(b) The Company continuously monitors the internal loss events and ensures adequate mitigation for high impact events to avoid repeat instances

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

(d) Fraud management: The Company follows both a proactive and reactive approach to manage fraud. Proactive management is done by using triggers to identify suspected frauds and through random sample checks. Reactive management is done through incident management. Investigation is done for identification of process/system failures and/or identification of responsible internal/external parties. The Company ensures implementation of controls to prevent repeat incidents, financial recovery process and necessary disciplinary action against involved employees. It also initiates actions through law enforcement authorities based on severity of the incident.

(e) Outsourcing Risk: Processes of the Company are outsourced as permitted under the regulatory guidelines. The Company carries out required due-diligence for any new activity or vendor empanelment.

(f) Business Continuity Management (BCM): The Company has a BCM framework to ensure resilience and continuity of key products and services at minimum acceptable level to achieve business-as usual presence in the market place and safety of human resources. This includes systems and processes including use of disaster recovery sites and business continuity plans for critical processes which are being tested periodically. Based on the business continuity practices followed, the Company has been awarded certification under ISO 22301:2012 standard.

(g) Information and Cyber Security: The Company has an information and cyber security framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organisation. The Company’s controls include deployment of security solutions like firewall, intrusion prevention system, anti-malware solution and dynamic URL filtering. Further a program for regular vulnerability assessment of critical IT applications and infrastructure.

(h) Whistle-blower policy that facilitates reporting of observed breaches. Employee Code of Conduct that is laid out with a malpractice matrix prescribing disciplinary action including caution, deterrent action and termination based on the nature and seriousness of non-compliant behaviour.

Code of conduct under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

The Company has in place a Code of conduct to regulate, monitor and report trades in Securities by Designated Persons (“Code”) which is in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code is applicable to the Directors, employees of the Company, designated persons, and their immediate relatives, to the extent applicable. The objective of the Code is to achieve compliance to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations.

CEO/CFO certification

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

Management discussion and analysis

The Management Discussion and Analysis report for FY2019 forms part of the Annual Report.

Directors’ responsibility statement

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that they have prepared the annual accounts on a going concern basis;

(e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

The Company is grateful to the Insurance Regulatory & Development Authority of India, Securities Exchange Board of India, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Board of Directors and the Company would also like to take this opportunity to express sincere thanks to our valued customers for their continued patronage and the investors for reposing confidence in the Company.

The Directors express their gratitude for the valuable advice and guidance received from time to time, from the auditors and the statutory authorities. The Directors express their deep sense of appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to deliver and extend quality services. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board

M. s. RAMACHANDRAN

April 24, 2019 Chairman

Mumbai DIN: 00943629

---

Mar 31, 2018

TO THE MEMBERS

ICICI Prudential Life Insurance Company Limited

The Directors have pleasure in presenting the 18^th Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2018 (FY2018).

PERFORMANCE Industry in FY2018

The retail weighted received premium (RWRP) for the industry grew 19.2% from Rs.532.67 billion in the year ended March 31, 2017 (FY2017) to Rs.634.70 billion in FY2018. The market share of private players increased from 53.9% in FY2017 to 56.2% in FY2018.

Company in FY2018

The Company achieved a market share of 11.8% in FY2018 based on RWRP as compared to 12.0% in FY2017. The Company’s Annualised Premium Equivalent (APE) grew by 17.6% from Rs.66.25 billion in FY2017 to Rs.77.92 billion in fY2018, within which the protection APE grew by 71.5% to Rs.4.46 billion. The Company is focused on improving its protection business. There was a 36.5% increase in overall assured sum.

Total gross premium collected by the Company grew by 21.1% from Rs.223.54 billion in FY2017 to Rs.270.69 billion in FY2018. Our continued focus on customer retention has resulted in increase in retail renewal premium by 23.1% from Rs.142.19 billion in FY2017 to Rs.174.97 billion in FY2018. The 13^th month persistency ratio¹ also improved from 85.7% in FY2017 to 86.8% in FY2018. The Company’s assets under management at March 31, 2018 was Rs.1,395.32 billion.

Total expenses increased to Rs.34.75 billion in FY2018 as compared to Rs.31.60 billion in FY2017. The total cost to total weighted received premium (TWRP²) ratio improved from 15.1% in FY2017 to 13.7% in FY2018. Profit after tax (PAT) for the Company stood at Rs.16.20 billion in FY2018 compared to Rs.16.82 billion in FY2017.

Value of New Business grew from Rs.6.66 billion in FY2017 to Rs.12.86 billion in FY2018, representing an increase of 93.1%.

Embedded Value increased from Rs.161.84 billion at March 31, 2017 to Rs.187.88 billion at March 31, 2018.

A summary of key parameters is as set out below:

(Rs. billion)

Particulars	FY2017	FY2018
RWRP	64.08	74.61
APE	66.25	77.92
Savings	63.64	73.45
Protection	2.60	4.46
Retail renewal premium	142.19	174.97
Total premium	223.54	270.69
Expenses	31.60	34.75
Standalone profit after tax	16.82	16.20
Sum assured for new business	2,447.19*	3,340.93
Assets held	1,229.19	1,395.32
Cost to TWRP**	15.1%	13.7%
13th month persistency	85.7%	86.8%
Value of new business (VNB)	6.66	12.86
Embedded value (EV)	161.84	187.88

*Restated for new business definition of group

**Cost/ (Total premium less 90% of single premium)

¹ Calculated in accordance with IRDAI circular IRDA/ACT/CIR/035/01/2014 dated January 23, 2014

² TWRP: Total premium less 90% of single premium

OUTLOOK FOR THE INDUSTRY AND THE COMPANY

In FY2018, the Indian economy and capital markets was marginally affected by temporary disruptions caused after the introduction of Goods and Service Tax (GST). Over the medium term, the GST is expected to benefit economic activity and fiscal sustainability by eliminating multiple state tax systems, drawing informal activity into the formal sector and expanding the tax base.

Post demonetisation, there has been an increase in financialisation of household savings and this trend is expected to continue going forward as well. The life insurance industry is an important component of financial savings and is expected to gain from this shift in trend.

Recent events such as shift from physical saving to financial saving, digitisation and the improving customer proposition of insurance products coupled with fundamental strengths of the Indian economy (high GDP growth rate, high savings and investment rate, favourable demography) are expected to provide a fillip to the growth of the insurance industry in India.

The Company would continue to focus on its strategic priorities, namely:

Expand our savings business: The Company would continue to focus on growth opportunities in the long term savings business with a customised regional strategy.

Expand our protection business: The Company is focused on expanding protection by offering protection as an add-on to our savings products across channels, penetrating the online term insurance market and partnering with loan providers to offer coverage against loans.

Continue to deliver customer value: The Company would continue to focus on delivering value to consumers through competitive customer charges, better returns and transparent service experience.

Strengthen multichannel architecture: The Company would strengthen its multichannel distribution by non-linear scale up of agency and proprietary sales force, leveraging the bancassurance franchise and focusing on quality third party distribution.

Maintain cost efficiency: The Company would focus on cost efficiency and in particular would leverage the digital platform to improve customer experience and efficiency of operations.

Customer retention: The Company would strengthen mechanisms to improve the asset under management (AUM) growth by increasing renewal premium and curtailing surrenders.

Risk calibrated fund performance: The Company has in place a risk and investment management framework and would endeavour to continue to deliver healthy risk adjusted returns to customers.

Financials

(Rs. billion)

Particulars	Standalone		Consolidated
	FY2017	FY2018	FY2017	FY2018
Profit after tax	16.82	16.20	16.82	16.19
Balance brought forward from previous year	2.51	12.68	2.49	12.66
Profit available for appropriations Appropriations:	19.33	28.88	19.31	28.85
Interim Equity Dividend	(5.52)	(4.88)	(5.52)	(4.88)
Final Equity Dividend	-	(5.02)	-	(5.02)
Tax on Equity Dividend	(1.13)	(2.02)	(1.13)	(2.02)
Surplus carried to next year’s account	12.68	16.96	12.66	16.93

The financial position of the Company remained strong with a solvency margin of 252.5% in FY2018 compared to 280.7% for FY2017 against regulatory requirement of 150%.

The AUM increased to Rs.1,395.32 billion at March 31, 2018 from Rs.1,229.19 billion at March 31, 2017.

OUR REACH

The Company reaches its customers through 505 offices in 442 locations at March 31, 2018. On March 31, 2018, the Company had 15,780 employees and 151,563 advisors to cater to the needs of customers. The Company distributes its products through agents, corporate agents, banks, brokers, proprietary sales force (PSF) and online channels.

PRODUCTS

Broadly, all the Company’s products can be categorised into either savings or protection. Savings products are offered on three platforms- linked, participating and non-participating. These platforms differ in terms of choice of asset allocation, charges, transparency and surrender penalties. However life cover offered is the same across all savings products i.e. 10 times annual premium. The exception to this 10 times cover is annuity products.

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

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The operations have resulted in a profit after tax of Rs.16.20 billion as compared to a profit after tax of Rs.16.82 billion for the previous year. The marginal drop in profit is primarily on account of growth in protection business which has a higher new business strain. The Board had approved payment of interim dividend of Rs.2.30 per equity share and a special dividend of Rs.1.10 per equity share, at its Meeting held on October 24, 2017. Further, the Board at its Meeting held on April 24, 2018 has recommended a final dividend of Rs.3.30 per equity share (including special dividend of Rs.1.10 per equity share). Total dividend for the year is Rs.6.70 per equity share aggregating to Rs.9.62 billion for FY2018.

In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) the Dividend Distribution Policy of the Company is disclosed on the website https://www.iciciprulife.com/about-us/corporate-policies.html.

The Company has uploaded the details of unpaid and unclaimed dividend on the Company’s website: https://www.iciciprulife.com/content/dam/ icicipru/about-us/unpaid-dividend/Statement_of_unpaid_dividend.pdf

CLAIMS

The Company has settled over 11,000 individual mortality claims in FY2018. The claims settlement ratio for the Company was 97.85%. For non-investigated claims, the settlement was completed within an average turnaround time of 2.99 days from receipt of last requirement as compared to the regulatory norm of 30 days.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 (CA2013) requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security, are not applicable to an insurance company.

SUBSIDIARY

The Company’s wholly owned unlisted subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM) acts as a pension fund manager under the National Pension System (NPS) with the objective of providing a strategic platform to leverage the substantial pension opportunity in India due to the lack of formal retirement provisions for a large segment of the population.

During FY2018, the subscribers’ funds managed by PFM have increased by 61.3% from Rs.14,414.8 million at March 31, 2017 to Rs.23,255.1 million at March 31, 2018. PFM registered a loss of Rs.6.6 million (previous year: loss of Rs.5.7 million) The overall contribution of the subsidiary to the financial results of the Company is not significant currently as it is still scaling up.

The Request for Proposal (RFP) issued by Pension Fund Regulatory and Development Authority (PFRDA) in September 2016 for selection of Pension Fund Managers for NPS-Private Sector expired in October 2017 without any appointments. The PFM continues to operate under the earlier 2014 appointment and awaits a fresh RFP from PFRDA.

The Company will make available separate audited financial statements of the subsidiary company to any Member upon request. These documents/ details are available on the Company’s website (www.iciciprulife.com) and will also be available for inspection by any Member of the Company at its Registered Office. A statement containing salient features of the financial statements of the subsidiary company forms part of the financial statements of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of future operations of the Company.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other key Managerial Personnel (KMP) during the year

Name of Director/ KMP#	Appointment/ Resignation/ Cessation of tenure/ Withdrawal of nomination	With effect from
Prof. Marti G Subrahmanyam - Independent Director	Cessation of tenure	July 26, 2017
Mr. Adrian O’Connor - Non-executive Director nominated by Prudential	Withdrawal of nomination	December 13, 2017
Corporation Holdings Limited
Mr. R. K. Nair - Additional (Independent) Director	Appointment*	July 25, 2017
Mr. Raghunath Hariharan - Non-executive Director nominated by Prudential	Appointment*	December 14, 2017
Corporation Holdings Limited
Ms. Rama Bijapurkar - Independent Director	Cessation of tenure	January 17, 2018
Mr. Dileep Choksi - Additional (Independent) Director	Appointment*	January 19, 2018

* Subject to the approval of the members at the Company’s ensuing Annual General Meeting.

# As per CA2013.

Independent Directors

The Board of Directors of the Company at March 31, 2018 consisted of twelve Directors, out of which six were independent Directors. All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the CA2013 and Regulation 16 of the Listing Regulations.

Separate Meeting of Independent Directors

During FY2018, a separate meeting of the independent Directors was held on April 25, 2017.

Retirement by rotation

In accordance with the provision of Section 152 of the CA2013, Mr. Puneet Nanda (DIN: 02578795) and Mr. Sandeep Batra (DIN: 03620913) would retire by rotation at the ensuing AGM. Mr. Puneet Nanda and Mr. Sandeep Batra, being eligible have offered themselves for re-appointment.

AUDITORS

Statutory Auditors

B S R & Co. LLP bearing registration number 101248W/W-100022, Chartered Accountants and Walker Chandiok & Co LLP bearing registration number 001076N/N500013, Chartered Accountants were appointed as joint statutory auditors of the Company at the 17^th Annual General Meeting (AGM) held on July 17, 2017 to hold office upto the conclusion of 19^th AGM and 21^st AGM of the Company.

Secretarial Auditors

The Company has, with the approval of its Board of Directors, appointed Dr. K R Chandratre, Company Secretary in Practice to undertake Secretarial Audit of the Company for FY2018. The Secretarial Audit Report is annexed herewith as Annexure A. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure B.

Particulars of Employees

The statement containing the particulars of employees as required under Section 197(12) of the CA2013, read with Rule 5(2) of the Companies (Appointment & Remuneration) Rules, 2014, is set out in an Annexure and forms part of this Report. In terms of Section 136(1) of CA2013 the Report and the Accounts are sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of this Annexure may write to the Company Secretary at the Registered Office of the Company.

Rural and Social Business

The Company has micro insurance retail products and group term products to cater to the protection and savings need of the unorganised and economically vulnerable section of the society.

- The Company has provided risk cover to Self Help Group (SHG) members predominantly in the rural areas of Tamil Nadu, Maharashtra, Karnataka & Rajasthan.These members are a group of micro entrepreneurs having homogeneous social and economic background, coming together to avail micro credit for financing their small and micro enterprises.

- The Company provides micro insurance savings product at the door step to the tea workers in Assam.

- The Company partners with Micro Finance Institutions/NBFCs and extends group term cover to customers for covering their loss of income risk arising out of unfortunately and untimely demise.

- 177,452 policies were issued in rural areas, constituting 21.2 % of total policy issuances. The Company also covered more than 403,824 lives of the total lives covered within the norm of ‘social sector’ business.

Increase in Share Capital

The paid-up capital of the Company increased by Rs.1.52 million pursuant to exercise of stock options granted under the Employee Stock Option Scheme and the paid-up capital was Rs.14.35 billion at March 31, 2018.

Public Deposits

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

Corporate Social Responsibility Initiatives

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

The Annual Report on Corporate Social Responsibility is annexed herewith as Annexure C.

Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-Section (1) of Section 188 of the CA2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form AOC -2 appended as Annexure D.

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

Statement in respect of adequacy of internal financial controls

The Company has established an internal financial control framework comprising internal controls over financial reporting, operating controls and fraud prevention controls. The framework is designed to ensure accuracy, completeness and reliability of financial records, orderly and efficient conduct of business and safe guarding of assets as well as prevention and detection of fraud. Key components of the internal financial control framework include:

Entity level controls: The control environment of the Company relies on a set of Entity Level Controls (ELCs) which operate at an organisation level and may not be embedded in any single process of the Company. The ELCs set up by the Company include:

1. Corporate governance framework comprising Board and Executives committees for oversight on the management of the Company.

2. Policies commensurate with the Company’s size and level of complexity to establish standards of conduct including code of conduct, whistle blower policy, work place harassment, conflict of interest, insurance awareness and customer education policy, grievance redressal policy, record maintenance policy and accounting policy etc.

3. Risk and fraud management framework to identify, measure, monitor and control various risks including operational risk and framework for identifying, monitoring of and control over outsourced activities.

4. Independent Internal Audit department with oversight from the Audit Committee.

5. Employee management framework comprising of hiring, retention, training, performance evaluation, remuneration structure, employee stock options & benefits, succession planning through leadership cover index etc.

6. Framework to ensure compliance to regulations, laws including compliance certification, communication of changes in regulations/ laws etc. and litigation management.

7. Budgeting, monitoring and reporting of the performance with key performance indicators.

8. Information and cyber security policy & information security framework along with framework to ensure business continuity and disaster recovery.

Operating controls: Comprises of IT and process controls operating at a system/process level with the objective of providing assurance at a transaction recording stage. Salient aspects include:

1. The Company has implemented the COSO 2013 framework for ensuring compliance with Section 404 of Sarbanes Oxley Act, 2002. All business processes having implication on financial results are subject to quarterly reviews. Any material deficiency is discussed at the Audit Committee.

2. The Company has deployed automation in most aspects of transaction processing including policy administration, investment management, actuarial computations, expense processing, claims management, human resource processes and accounting to ensure greater control and efficiency.

3. The Company has in place a robust IT control environment with integrated systems, interface controls, centralised data warehouse, spreadsheet controls, direct database update controls and access controls.

4. The Company has a vendor on-boarding process with due diligence, risk assessment, document review and periodic assessment to ensure controls over third party service providers relevant from a financial reporting perspective. Further, the Board Risk Management Committee has an oversight on implementation of controls and monitors performance of the outsourced vendors.

5. The Company ensures controls on safeguarding of assets comprising investment assets, IT assets and other assets.

Review controls: Review control comprises multiple levels of oversight over financial reporting by way of a strong reporting and review framework as follows:

1. The financials prepared are audited by joint statutory auditors, and are reviewed by Audit Committee. They are also submitted to IRDAI.

2. The internal audit team exercises independent oversight over operational and financial processes and significant observations and recommendations are presented to the Audit Committee. Investment operations is subject to concurrent audit certification on a daily basis and an Investment Risk Management Systems (IRMS) audit on a once in two years basis. Any significant findings in the concurrent audit or IRMS audit are presented to the Audit Committee.

3. The Company has an effective organisation structure which segregates duties among business groups thereby ensuring orderly and efficient conduct of business. Additionally the Board has from time to time constituted various committees. These committees are responsible for specific operational areas, formulation of policies and framework, identification, assessment & monitoring of principal risks in accordance with the policies & procedures.

4. Management exercises review control by way of in depth reviews of financials, GL balances, suspense and payables, liability assumptions, information security, regulatory compliance, communication and reporting, key compliance issues and supervision of risk management function etc. conducted by CFO, Appointed Actuary, Chief IT & Operations and Chief Compliance & Risk Officer.

Fraud prevention: The Company has a Board approved fraud risk management policy. The Company has an Operational Risk Management Committee (ORMC) which independently monitors frauds. The ORMC reports to Executive Risk Committee which in turn reports to Board Risk Management Committee.

1. The fraud control framework consists of preventive and incident management. Preventive management includes fraud risk assessment for design of processes, investigation triggers across policy life cycle and proactive use of analytics to identify fraud patterns. Incident management includes recovery of loss, detailed investigation & root cause analysis and fraud incident reporting to BRMC.

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

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

4. The Company is in compliance with ‘Insurance Fraud Monitoring Framework’ guidelines issued by IRDAI.

Auditor’s Report

There is no qualification, reservation, adverse remark or disclaimer made by the auditors in their report.

Internal audit and compliance framework Internal Audit:

The Company has in place an internal audit framework with a risk based audit approach. The basic philosophy of risk based internal audit is to provide reasonable assurance to the Board Audit Committee and management about the adequacy and effectiveness of the risk management and control framework in the Company. Review of controls is undertaken through execution of internal audits as per risk based audit plan. The internal audit covers auditing of processes, transactions and systems. Key audit observations and recommendations made are reported to the Board Audit Committee every quarter. Implementation of the recommendations is actively monitored.

Compliance:

The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/procedures and an employee code of conduct, which govern day-to-day activities to ensure compliance. The Compliance function disseminates relevant laws, regulations and circulars related to insurance and anti-money laundering to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued by the regulatory authorities. The Compliance team also monitors the adequacy of the compliance framework across the Company. Key issues observed as part of this monitoring are reported to the Board Audit Committee, and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee on a quarterly basis.

Ind AS Implementation

International Accounting Standard Board (IASB) issued IFRS 17 Insurance Contracts on May 18, 2017, effective mandatorily from January 1, 2021. Subsequently, Insurance Regulatory and Development Authority of India (IRDAI) reviewed the Ind AS implementation and noted that Ind AS in its current form is likely to lead a mismatch in asset & liability, along with volatility in financial statements of insurance companies with double transition. Therefore, IRDAI through circular dated June 28, 2017 deferred the implementation of Ind AS for a period of two years with applicability for accounting periods beginning from April 1, 2020.

Further, IRDAI through its order dated August 21, 2017 constituted a working group on IFRS 17 primarily to review the standard and identify relevant areas/aspects which require suitable adoption in Indian context and changes in regulations/guidelines. Pursuant to this, Accounting Standards Board of ICAI issued the exposure draft of Ind AS 117 Insurance Contracts (Ind AS equivalent standard of IFRS 17) on February 12, 2018.

Risk Management

The Company recognises that risk is an integral element of the business and managed acceptance of risk is essential for the generation of shareholder value. The risk governance structure of the Company consists of the Board, the Board Risk Management Committee (BRMC), the Executive Risk Committee (ERC) and its sub-committees. The Board approved risk policy details identification, measurement, monitoring and control standards relating to the various individual risks, namely investment (market, credit and liquidity), insurance and operational risks.

1. Investment risk

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

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

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

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

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

2. Insurance risk

Insurance risk is the risk arising because of variance to the best estimate or because of random fluctuations in the frequency, size and timing of insurance liabilities. Insurance risk is composed of the following components: mortality, morbidity, persistency and expense risk. These risks are mitigated through:

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

(b) Reinsurance: The Company uses appropriate reinsurance arrangements, including catastrophe reinsurance, to manage insurance risk. The arrangements are with select and financially sound reinsurers. The Company’s reinsurance exposures are considered and approved by the ERC periodically.

(c) Underwriting and claims controls: Underwriting and claims policies and procedures are in place to assess and manage mortality and morbidity risks. The Company seeks to minimise these risks by diversifying its business portfolio and adhering to appropriate and segmented underwriting norms. The Company conducts periodic reviews of both underwriting and claims procedures.

(d) Experience analysis: The Company conducts its experience analysis regularly to ensure that corrective action can be initiated at the earliest opportunity and that assumptions used in product pricing, reserving and embedded value reporting are in line with experience. The Company actively monitors its claims experience, persistency levels and expense ratios.

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

3. Operational risk:

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

The Company uses the following approaches to manage the risk:

(a) The Company develops and monitors mitigation plans for high risk items identified through the Risk Control Self-Assessment (RCSA) done by each business function, loss events and/or audit findings.

(b) The Company continuously monitors the internal loss events and ensures adequate mitigation for high impact events to avoid repeat instances.

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

(d) Fraud Management: The Company follows both a proactive and reactive approach to manage fraud. Proactive management is done by using triggers to identify suspected frauds and through random sample checks. Reactive management is done through incident management. Investigation is done for identification of process/ system failures and/or identification of responsible internal/external parties. The Company ensures implementation of controls to prevent repeat incidents, financial recovery process and disciplinary action against involved employees in accordance to Malpractice Matrix. It also initiates actions through law enforcement authorities based on severity of the incident.

(e) Outsourcing Risk: Processes of the Company are outsourced as permitted under the regulatory guidelines. The Company carries out required due-diligence for any new activity or vendor empanelment.

(f) Business Continuity Management (BCM): The Company has a BCM framework to ensure resilience and continuity of key products and services at minimum acceptable level to achieve business-as usual presence in the market place and safety of human resources. This includes systems and processes including use of disaster recovery sites and business continuity plans for critical processes which are being tested periodically.

(g) Information and Cyber Security: The Company has an information and cyber security framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organisation. The Company’s controls include deployment of security solutions like firewall, intrusion prevention system, anti-malware solution and dynamic URL filtering, further a programme for regular vulnerability assessment of critical IT applications and infrastructure.

(h) Whistle-blower policy that facilitates reporting of observed breaches. Employee Code of Conduct that is laid out with a malpractice matrix prescribing disciplinary action including caution, deterrent action and termination based on the nature and seriousness of non-compliant behaviour.

Sexual Harassment Policy

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 of sexual harassment. The Company has a laid down policy on sexual harassment at the workplace and has communicated the same to all its employees. The Company believes in providing a safe working environment at the workplace. On an ongoing basis, the Company creates education & awareness amongst employees through e-learning programmes.

ADDITIONAL INFORMATION

Conservation of Energy and Technology absorption

The Company has undertaken various initiatives for energy conservation at its premises and has used information technology extensively in its operations; further details are given in the Business Responsibility Report.

Business Responsibility Reporting

Business Responsibility Report as stipulated under Regulation 34 of the Listing Regulations forms part of the Annual Report and has been hosted on the website of the Company and can be viewed at https://www.iciciprulife. com/content/dam/icicipru/about-us/business-responsibility-report/ BRR2018.pdf

Foreign exchange earnings and outgo

Details of foreign exchange earnings and outgo required under Section 134(3)(m) of the CA2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

Commodity price risk or foreign exchange risk and hedging activities

This is not relevant to us as we do not have any derivatives or liabilities denominated in foreign currency.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the ‘Green Initiative’, the Company has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail IDs were registered with the respective Depository Participants and downloaded from the depositories viz. National Securities Depository Limited/Central Depository Services (India) Limited. The CA2013 and the underlying rules as well as Regulation 36 of the Listing Obligations, permit the dissemination of financial statements and annual report in electronic mode to the Members. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the Green Initiative.

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

DIGITISATION

In furtherance of the Green Initiative, the Company has digitised its policy issuance and servicing processes. More than 96% of all our applications are logged digitally. The Company has also offered its customers the facility of opening e-insurance accounts, an electronic repository of the policies to enable it to electronically store and administer a policy.

To the extent permitted the Company also communicates with its customers via sms and emails to reduce the use of paper. The digital platform is extended to employees, advisors and partners too. Due to these initiatives the Company’s paper usage has dropped drastically over the years. The above initiatives and digital processes have not only provided speed and convenience to customers and distributors, but has also had a positive impact on environment.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) t hat they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that they have prepared the annual accounts on a going concern basis;

(e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Company is grateful to the Insurance Regulatory & Development Authority of India, Securities Exchange Board of India, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Board of Directors and the Company would also like to take this opportunity to express sincere thanks to our valued customers for their continued patronage and the investors for reposing confidence in the Company.

The Directors express their gratitude for the valuable advice and guidance received from time to time, from the auditors and the statutory authorities. The Directors express their deep sense of appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to deliver and extend quality services. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board

Chanda Kochhar

May 4, 2018 Chairperson

Mumbai DIN: 00043617

---

Mar 31, 2017

TO THE MEMBERS

ICICI Prudential Life Insurance Company Limited

Your Directors have pleasure in presenting the 17^th Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2017.

PERFORMANCE Industry in FY2017

The new business premiums of life insurance industry increased in FY2017 in terms of retail weighted received premium (RWRP). Some of the key industry trends were:

The retail weighted received premium for the industry grew 20.7% from Rs, 441.06 billion in FY2016 toRs, 532.18 billion in FY2017. The market share of private players increased from 51.5% in FY2016 to 53.9% in FY2017.

Steady increase in banc assurance mix: During the past 5 years, banc assurance has grown steadily from 13% in FY2011 to 21% till 9MFY2017 on the basis of retail new business premium. Contribution by banc assurance channel to the retail new business premium of the private players has increased to 52% for 9MFY2017 compared to 47% for FY2015.

Company in FY2017

The Company achieved a market share of 12.0% in FY2017 based on RWRP. The Company’s RWRP grew by 29.0% from Rs, 49.68 billion in FY2016 to Rs, 64.08 billion in FY2017. The Company continues to retain its market leadership among the private players and achieved market share of 22.3% amongst private players in FY2017. The Company focused on improving its protection business and there was a 90% increase in sum assured for all business.

Total gross premium collected by the Company grew by 16.6% from Rs, 191.64 billion in FY2016 to Rs, 223.54 billion in FY2017. Our continued focus on customer retention has resulted in increase in retail renewal premium by 18.5% from Rs, 119.95 billion in FY2016 to Rs, 142.19 billion in FY2017. The 13^th month persistency ratio also improved from 82.4% in FY2016¹ to 85.7% in FY2017. The Company’s assets under management as at March 31, 2017 wasRs, 1,229.19 billion.

Total expenses increased to Rs, 31.60 billion in FY2017 as compared to Rs, 25.45 billion in FY2016 resulting in a marginal increase in total cost to total weighted received premium (TWRP²) ratio from 14.5% in FY2016 to 15.1% in FY2017. Profit after tax (PAT) for the Company stood at Rs, 16.82 billion in FY2017 compared to Rs, 16.50 billion in FY2016.

Value of New Business grew from Rs, 4.12 billion in fiscal 2016 to Rs, 6.66 billion in fiscal 2017, representing an increase of 61.7%.

Embedded Value increased from Rs, 139.39 billion at March 31, 2016 to Rs, 161.84 billion at March 31, 2017.

A summary of key parameters is as set out below:

IRs, billion)

Particulars	FY 2016	FY 2017
RWRP	49.68	64.08
Retail renewal premium	119.95	142.19
Total premium	191.64	223.54
Expenses	25.45	31.60
Standalone profit after-tax	16.50	16.82
Sum assured for new business	1,546.25	2,940.40
Assets held	1,039.39	1,229.19
Cost to TWRP3	14.5%	15.1%

OUTLOOK FOR THE INDUSTRY AND THE COMPANY

The Indian economy and capital markets performed well in FY2017 which aided the return of retail investor to financial investment avenues. It is expected that this trend would continue going forward as well. Life insurance industry is an important component of financials saving and is expected to gain from the shift in trend. Recent events like demonetization, shift from physical saving to financial saving, focus on increasing financial inclusion, improving customer proposition of insurance products coupled with fundamental strengths of Indian economy (High GDP growth rate, high savings and investment rate, favorable demography) are expected to provide fillip to growth of insurance industry in India.

The Company would continue to focus on its strategic priorities, namely:

Enhance market leadership: The Company would continue to focus on growth opportunities in the market with a customized regional strategy to maintain and enhance our position in these markets.

Expand our protection business: The Company is focused on expanding protection by offering protection as an add-on to our savings products across channels, penetrating the online term insurance market and by partnering with loan providers to offer coverage against loans.

Continue to deliver superior customer value: The Company would continue to focus on delivering value to consumers through competitive customer charges, higher returns, and transparent service experience.

Strengthen multi-channel architecture: The Company would strengthen its multichannel distribution by non-linear scale up of agency and proprietary sales force, leveraging the ban assurance franchise and focusing on quality third party distribution.

Maintain market-leading cost efficiency: The Company would focus on cost efficiency and in particular would leverage the digital platform to improve customer experience and efficiency of operations.

Customer retention: The Company would strengthen mechanisms to improve the AUM growth by increasing renewal premium and curtailing surrenders.

Superior risk adjusted fund performance: The Company has in place a robust risk and investment management frame work and endeavor to continue to deliver superior risk adjusted returns to customers.

Financial

(Rs, billion)

	Standalone		Consolidated
Particulars	FY 2016	FY 2017	FY 2016	FY 2017
Profit after tax (PAT)	16.50	16.82	16.50	16.82
Balance brought forward from previous year	0.48	2.51	0.47	2.49
Profit available for appropriations	16.98	19.33	16.97	19.31
Appropriations: Interim Equity Dividend	(9.02)	(5.52)	(9.02)	(5.52)
Proposed Final Dividend	(3.01)	-	(3.01)	-
Tax on Equity Dividends	(2.44)	(1.13)	(2.44)	(1.13)
Surplus carried to next year''s account	2.51	12.68	2.49	12.66

The financial position of the Company remained strong with a solvency margin of 280.7% in FY2017 compared to 320.0% for FY2016 against regulatory requirement of 150%.

The AUM increased to Rs, 1,229.19 billion as at March 31, 2017 from Rs, 1,039.39 billion as at March 31, 2016.

OUR REACH

The Company reaches its customers through 512 offices in 449 locations at March 31, 2017. On March 31, 2017, the Company had 12,397 employees and 136,114 advisors to cater to the needs of customers. The Company distributes its products through agents, corporate agents, banks, brokers, proprietary sales force (PSF) and online channels.

PRODUCTS

The Company offers a range of life, pension and savings products across traditional and unit-linked platforms to provide a range of long term savings and protection solutions. In order to strengthen our Protection offerings, we have launched new products on retail, mortgage and group platforms.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The operations have resulted in a profit after tax of Rs, 16.82 billion as compared to a profit after tax of Rs, 16.50 billion for the previous year. The Board had approved payment of interim dividend of Rs, 1.10 per equity share and a special dividend of Rs, 1.00 per equity share, for the first quarter of the FY2017 at its Board meeting held on July 20, 2016 and interim dividend of Rs, 1.10 per equity share and a special dividend of Rs, 0.65 per equity share, for the second quarter of the FY2017 at its Board meeting held on October 25, 2016. Further, the Board at its Meeting held on April 25, 2017 has recommended a final dividend of Rs, 3.50 per equity share (including special dividend of Rs, 1.20 per equity share. Total dividend for the year is Rs, 7.35 per equity share aggregating to Rs, 10.55 billion for FY2017.

In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Dividend Distribution Policy of the Company is disclosed on the website https://www.iciciDrulife.com/about-us/ corporate-policies.html.

CLAIMS

The Company has settled over 10,500 individual mortality claims in FY2017. The claims settlement ratio for the Company in FY2017 is 96.87%. For non-investigated claims, the settlement was completed within an average turnaround time of 3.05 days from receipt of last requirement as compared to the regulatory norm of 30 days.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 (CA2013) requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security, is not applicable to an insurance company.

SUBSIDIARY

The Company’s wholly owned unlisted subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM) acts as a pension fund manager under the National Pension System (NPS) with the objective of providing a strategic platform to leverage the substantial pension opportunity in India due to the lack of formal retirement provisions for a large segment of earning population.

During the year ended March 31, 2017, the subscribers’ funds managed by PFM have increased by 105.6% from Rs, 7,011.4 million at March 31, 2016 to Rs, 14,414.8 million at March 31, 2017. PFM registered a loss of Rs, 5.7 million (previous year: loss ofRs, 3.1 million).

On the regulatory front, letter of appointment is awaited from Pension Fund Regulatory and Development Authority (PFRDA) in relation to the Request for Proposal issued by PFRDA in September 2016 for selection of Pension Fund Managers for NPS Private Sector wherein the Company has bid for fund management fees at 0.10% p.a.

''Pension'' is a niche sector and the Company through its subsidiary intends to continue its presence in this segment. The overall contribution of the subsidiary to the financial results of the Company is not significant currently as it is still scaling up.

The Company will make available separate audited financial statements of the subsidiary company to any Member upon request. These documents/ details are available on the Company’s website (www.iciciprulife.com) and will also be available for inspection by any Member of the Company at its Registered Office. A statement containing salient features of the financial statement of the subsidiary company forms part of the financial statements of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of future operations of the Company.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel (KMP) during the year

Name of Director/ KMP#	Appointment/Resignation/ Cessation of tenure	With effect from
Mr. Keki Dadiseth Independent Director	Cessation of tenure	April 26, 2016
Mr. K. Ramkumar Nominee of ICICI Bank	Resignation	May 31,	2016
Mr. Tony Wilkey Nominee of Prudential Corporation Holdings Limited	Resignation	June 24,	2016
Mr. Rajiv Sabharwal Nominee of ICICI Bank	Resignation	June 30,	2016
Mr. M. S. Ramachandran Additional (Independent) Director	Appointment*	June 29,	2016
Mr. Dilip Karnik Additional (Independent) Director	Appointment*	June 29,	2016
Mr. Binay Agarwala Chief Financial Officer	Resignation	June 29,	2016
Mr. Satyan Jambunathan Chief Financial Officer	Appointment	June 29,	2016

^Subject to the approval of the members at the Company''s ensuing Annual General Meeting #As per CA 2013

Independent Directors

The Board of Directors of the Company at March 31, 2017 consisted of 12 Directors, out of which six are independent Directors, two Directors nominated by ICICI Bank Limited, one nominated by Prudential Corporation Holdings Limited, the Managing Director & CEO and two Executive Directors.

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the CA2013 and Regulation 16 of the Listing Regulations which have been relied on by the Company and were placed at the Board Nomination & Remuneration Committee and Board of Directors Meeting of the Company held on April 24, 2017 and April 25, 2017 respectively.

Separate Meeting of Independent Directors

During FY2017, a separate meeting of the Independent Directors was held on April 26, 2016.

Retirement by rotation

In accordance with the provision of section 152 of the CA2013 Mr. N. S. Kannan (DIN: 00066009) and Mr. Adrian O''ConnorfDIN: 02417554) would retire by rotation at the ensuing AGM. Mr. N. S. Kannan and Mr. Adrian O’Connor, being eligible have offered themselves for reappointment.

AUDITORS Statutory Auditors

BSR & Co. LLP, bearing registration number 101248W/W-100022, Chartered Accountants and Walker Chandiok & Co LLP bearing registration number 001076N/N500013, Chartered Accountants were appointed as joint statutory auditors of the Company at the Sixteenth Annual General Meeting held on June 24, 2016 and would hold office up to the conclusion of the ensuing Annual General Meeting.

The amended IRDAI Guidelines on Corporate Governance requires adherence to the CA2013 in addition to the provisions prescribed by the IRDAI. The CA2013 requires a listed company to appoint its auditor for a period of five years, which can be annually ratified by the members. BSR & Co. LLP bearing registration number 101248W/W-100022 has already served for three years and Walker Chandiok & Co LLP bearing registration number 001076N/N500013, has already served for one year, consequently they are proposed to be appointed for a period of two years and four years respectively, subject to the approval of the members of the Company.

Secretarial Auditors

The Company with the approval of its Board of Directors, has appointed Dr. K. R. Chandratre, Company Secretary in Practice to undertake Secretarial Audit of the Company for FY2017. The Secretarial Audit Report is annexed herewith as Annexure A. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report.

Listing of equity shares

During the FY2017, the Company had completed its Initial Public Offer ("IPO") by way of an offer for sale of up to 181,341,058 equity shares of face value of Rs, 10 each of the Company, by the Selling Shareholder (ICICI Bank Limited).

The shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on September 29, 2016.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure B.

PARTICULARS OF EMPLOYEES

The statement containing the particulars of employees as required under Section 197(12) of the CA2013, read with Rule 5(2) of the Companies (Appointment & Remuneration) Rules, 2014, is set out in an Annexure and forms part of this Report. In terms of Section 136(1) of CA2013 the Report and the Accounts are sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of this Annexure may write to the Company Secretary at the Registered Office of the Company.

RURAL AND SOCIAL BUSINESS

The Company has Micro Insurance retail products and Group term products to cater to the protection and savings need of the unorganized and economically vulnerable section of the society.

- The Company has provided risk cover to the Self Help Group (SHG) members predominantly in the rural areas of Tamil Nadu, Maharashtra & Karnataka. These members are a group of micro entrepreneurs having homogeneous social and economic background, coming together to avail micro credit for financing their small and micro enterprises.

- Company provides Micro Insurance Savings Product at the door step to the financially backward tea workers in Assam.

- The Company partners with Micro Finance Institutions/ NBFCs and extends Group Term cover to customers for covering their loss of income risk arising out of unfortunately and untimely demise.

- 163,146 policies were issued in rural areas, constituting 23.2 % of total policy issuances. The Company also covered more than 307,300 lives of the total lives covered within the norm of ''social sector’ business.

INCREASE IN SHARE CAPITAL

The paid-up capital of the Company increased by Rs, 30.28 million pursuant to exercise of stock options granted under the Employee Stock Option Scheme taking the paid-up capital to Rs, 14.35 billion at March 31, 2017.

PUBLIC DEPOSITS

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

Corporate Social Responsibility Initiatives

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

The Annual Report on Corporate Social Responsibility is annexed herewith as Annexure C.

Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the CA2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form AOC -2 appended as Annexure D.

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

Statement in respect of adequacy of internal financial controls

The Company has established an internal financial control framework comprising internal controls over financial reporting, operating controls and fraud prevention controls. The framework is designed to ensure accuracy, completeness and reliability of financial records, orderly and efficient conduct of business, safe guarding of assets as well as prevention and detection of fraud. Key components of the internal financial control framework include:

Entity level controls: The control environment of the Company relies on a set of Entity level controls (ELCs) which operate at an organization level and may not be embedded in any single process of the Company. The ELCs set up by the Company include:

1. Corporate governance framework comprising Board and executives committees for oversight on the management of the Company

2. Policies commensurate with the Company’s size and level of complexity to establish standards of conduct including code of conduct, whistle blower policy, work place harassment, conflict of interest, information security etc.

3. Risk management framework to identify, measure, monitor and control various risks including operational risk (including fraud risk).

4. Independent Internal Audit department with oversight from the Audit Committee

5. Employee management framework comprising hiring, retention, training, performance evaluation and remuneration structure of the employees

6. Framework to ensure compliance to regulations, laws including compliance certification, communication of changes in regulations/ laws etc.

7. Framework for identifying, monitoring of and control over outsourced activities

Operating controls: Comprises of IT and process controls operating at a system/process level with the objective of providing assurance at a transaction recording stage. Salient aspects include:

1. The Company has implemented the COSO 2013 framework for ensuring compliance with Sarbanes Oxley Act, 2002. All business processes having implication on financial results are subject to quarterly reviews. Any material deficiency is discussed at Audit Committee.

2. The Company has deployed automation in most aspects of the transaction processing including policy administration, investment management, actuarial computations, expense processing, claims management, human resource processes and accounting to ensure greater control and efficiency.

3. The Company has in place a robust IT control environment with integrated systems, interface controls, centralized data warehouse, spreadsheet controls, direct database update controls and access controls.

4. Control over third party service providers relevant from a financial reporting perspective.

5. The Company ensures control on safeguarding of assets comprising investment assets, IT assets and other assets.

Review controls: Review control comprises multiple levels of oversight over financial reporting byway of a strong reporting and review framework as follows:

1. The financials prepared are audited by joint statutory auditors, and are reviewed by Audit Committee. They are also submitted to IRDAI.

2. Internal audit team exercises independent oversight over operational and financial processes and significant observations and recommendations are presented to the Audit Committee. Investment operations is subject to concurrent audit certification on a daily basis and an investment risk management systems (IRMS) audit on a bi-annual basis. Any significant findings in the concurrent audit or IRMS audit are presented to the Audit Committee.

3. Management exercises review control by way of in depth reviews on financials, GL balances, liability assumptions, information security etc. conducted by CFO, Appointed Actuary and Chief of IT and operations.

Fraud prevention: The Company has a Board approved Fraud Risk Management Policy. The Company has an Operational Risk Management Committee (ORMC) which independently monitors frauds. The ORMC reports to Executive Risk Committee which in turn reports to Board Risk Management Committee.

1. The Company follows both a proactive and reactive approach to mitigate fraud. Proactive management is done by using risk based triggers to identify suspected frauds and through random sample checks. Reactive management is done through incident management. Investigation is done for identification of process/ system failures and/or identification of responsible internal/external parties.

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

3. The Company creates awareness amongst its employees and customers against fraudulent practices.

4. The Company is in compliance with "Insurance Fraud Monitoring Framework" guidelines issued by IRDAI.

Auditor''s Report

There is no qualification, reservation, adverse remark or disclaimer made by the auditors in their report.

Internal audit and compliance framework Internal Audit:

The Company has in place an internal audit framework with a risk based audit approach. The basic philosophy of risk based internal audit is to provide reasonable assurance to the Board Audit Committee and management about the adequacy and effectiveness of the risk management and control framework in the Company. Review of controls is undertaken through execution of internal audits as per risk based audit plan. The internal audit covers auditing of processes, transactions and systems. Key audit observations and recommendations made are reported to the Board Audit Committee every quarter. Implementation of the recommendations is actively monitored.

Compliance:

The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/procedures and an employee code of conduct, which govern day-to-day activities to ensure compliance. The Compliance function disseminates relevant laws, regulations and circulars related to insurance and anti-money laundering to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued by the regulatory authorities. The Compliance team also monitors the adequacy of the compliance framework across the Company. Key issues observed as part of this monitoring are reported to the Board Audit Committee, and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee on a quarterly basis.

Ind AS Implementation

The Company along with its subsidiary will adopt Ind AS with effect from April 1, 2018 as per the roadmap laid down by the Ministry of Corporate Affairs for the insurance sector for implementation of Ind AS, in their press release dated January 18, 2016 as well as circulars dated March 1, 2016 and December 30, 2016 on Ind AS implementation issued by IRDAI.

The effect of transition from Indian GAAP to Ind AS is being assessed. Areas which could have a significant impact on account of the transition:

- Fair valuation of certain financial instruments

- Contract classification into insurance and investment contracts as per Ind AS 104 on Insurance Contracts along with policyholder liability valuation

- Share-based payments

- Income taxes

This list of differences identified by the Company should not be viewed as exhaustive and definitive as it is intended to highlight those areas that are considered to be most significant as of date.

Apart from the assessment, Company has made certain representations to IRDAI for further clarifications for the purpose of Ind AS implementation. There would also be a change in the presentation of financial statements including additional disclosures.

Risk Management

The Company recognizes that risk is an integral element of the business and managed acceptance of risk is essential for the generation of shareholder value. The risk governance structure of the Company consists of the Board, the Board Risk Management Committee (BRMC), the Executive Risk Committee (ERC) and its sub-committees. The Board approved risk policy details identification, measurement, monitoring and control standards relating to the various individual risks, namely investment (market, credit and liquidity), insurance and operational risks.

1. Investment risk

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

(a) Product approval process: Launching new products can significantly alter the risk profile of the Company’s Balance

Sheet. Investment risks inherent in the new products or significant modifications to existing products are identified at the product design stage and products are launched only after approval by the ERC.

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

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

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

2. Insurance risk

Insurance risk is the risk arising because of mis-estimation of the best estimate or because of random fluctuations in the frequency, size and timing of insurance liabilities. Insurance risk is composed of the following components: mortality, morbidity, persistency and expense risk. These risks are mitigated through:

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

(b) Reinsurance: The Company uses appropriate reinsurance arrangements, including catastrophe reinsurance, to manage insurance risk. The arrangements are with select and financially sound reinsurers. The Company’s reinsurance exposures are considered and approved by the ERC periodically.

(c) Underwriting and claims controls: Underwriting and claims policies and procedures are in place to assess and manage mortality and morbidity risks. The Company seeks to minimize these risks by diversifying its business portfolio and adhering to appropriate and segmented underwriting norms. The Company conducts periodic reviews of both underwriting and claims procedures.

(d) Experience analysis: The Company conducts its experience analysis regularly to ensure that corrective action can be initiated at the earliest opportunity and that assumptions used in product pricing, reserving and embedded value reporting are in line with experience. The Company actively monitors its claims experience, persistency levels and expense ratios.

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

3. Operational risk:

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

The Company uses the following approaches to manage the risk:

(a) The Company develops and monitors mitigation plans for high risk items identified through the Risk Control Self-Assessment (RCSA) done by each business function, loss events and/or audit findings.

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

(c) Fraud Management: The Company follows both a proactive and reactive approach to manage fraud. Proactive management is done by using triggers to identify suspected frauds and through random sample checks. Reactive management is done through incident management. Investigation is done for identification of process/system failures and/or identification of responsible internal/external parties. The Company ensures implementation of controls to prevent repeat incidents, financial recovery process and disciplinary action against involved employees in accordance to Malpractice Matrix. It also initiates actions through law enforcement authorities based on severity of the incident.

(d) Outsourcing Risk: Processes of the Company are outsourced as permitted under the regulatory guidelines. The Company carries out required due-diligence for any new activity or vendor empanelment.

(e) Business Continuity Management (BCM): The Company has a BCM framework to ensure resilience and continuity of key products and services at minimum acceptable level to achieve business-as usual presence in the market place and safety of human resources. This includes systems and processes including use of disaster recovery sites and business continuity drills for critical processes.

(f) Information Security: The Company has an information security framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organization.

(g) Whistle-blower policy that facilitates reporting of observed breaches. Employee Code of Conduct that is laid out with a malpractice matrix prescribing disciplinary action including caution, deterrent action and termination based on the nature and seriousness of non-compliant behavior.

Sexual Harassment Policy

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 of sexual harassment. The Company has a laid down policy on sexual harassment at the workplace and has communicated the same to all its employees. The Company believes in providing a safe working environment at the workplace. On an ongoing basis, the Company creates education & awareness amongst employees through training programs and e-mail campaigns.

CORPORATE GOVERNANCE

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

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

Whistle Blower Policy

The Company has formulated a Whistle blower Policy to encourage employees to report matters without the risk of subsequent victimization, discrimination or disadvantage. As per the Policy, employees or Directors can raise concerns related to breach of any law, statute or regulation, issues related to accounting policies and procedures, acts resulting in financial loss or loss of reputation, misuse of office, suspected/actual fraud and criminal offences, non-compliance to anti-bribery & anti-corruption policy by the Company or its employees to the Board Audit Committee through specified channels. The Policy has been periodically communicated to the employees and also posted on the Company’s intranet and hosted on the website at https://www.iciciprulife.com/about-us/corporate-policies.html.

Code of Conduct under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

The Company has in place a Code of Conduct to Regulate, Monitor and Report Trades in securities by Directors, Employees & Connected Persons which is in conformity with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code is applicable to the Employees of the Company, Designated Persons, and their Immediate Relatives and Connected Persons, to the extent applicable. The objective of the Code is to prohibit insider trading in any manner by the Designated Persons and to maintain confidentiality of unpublished price sensitive information and access to information on a "need to know" basis.

Code of business conduct and ethics

The Board of Directors has approved a Code of Business Conduct and Ethics for Directors and employees of the Company. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company. The Code lays down the broad framework of general guiding principles. This Code is available on the website of the Company (https://www.iciciprulife.com/about-us/ company-overview/board-of-directors.html). Pursuant to the Listing Regulations, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and senior management forms part of the Annual Report.

Policy for determining Material Subsidiaries

In accordance with the requirements of the Listing Regulations, the Company has formulated a Policy for determining Material Subsidiaries and the same has been hosted on the website of the Companvlhttps:// www.iciciprulife.com/about-us/corporate-policies.html)

Familiarization Programme for Independent Directors

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through induction programmes at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time. The details of the familiarization programmes have been hosted on the website of the Company and can be accessed on the link: (https://www.iciciprulife. com/content/dam/icicipru/about-us/corporate_policies/Familiarisation_ Proaramme_forJD.pdf).

CEO/CFO Certification

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

Board of Directors

The Company’s Board is, constituted in compliance with the CA2013, in accordance with IRDAI Corporate governance guidelines, 2016 and the Listing Regulations. The Board comprises six Independent Directors, two Directors nominated by ICICI Bank Limited, one Director nominated by Prudential Corporation Holdings Limited, the Managing Director & CEO and two Executive Directors. Except the Managing Director & CEO and two Executive Directors, all other Directors including the Chairperson of the Board are non-executive Directors. There is a clear segregation of responsibility and authority between the Directors and the executive management. The Board is responsible for overall corporate strategy and other responsibilities as laid down by IRDAI under the Corporate Governance guidelines. The Managing Director & CEO and the Executive Directors oversee implementation of strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of executive, non-executive and independent Directors. None of the Directors are related to any other Director or employee of the Company.

The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has constituted eight Committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Customer Service & Policyholders’ Protection Committee, Board Nomination and Remuneration Committee, Board Corporate Social Responsibility Committee, Stakeholders Relationship Committee and With Profits Committee.

There were six Meetings of the Board during FY2017 - on April 26, 2016, June 29, 2016, July 20, 2016, August 26, 2016, October 25, 2016, and January 24, 2017. The maximum interval between any two meetings did not exceed 120 days. The names of the Directors with their qualification and field of specialization are set out in the following table:

Name of the Director	Directors Identification Number (DIN)	Qualification	Field of specialization
Nominee Directors
Ms. Chanda Kochhar, Chairperson, Nominee of ICICI Bank Limited	00043617	MMS - Finance, ICWA	Banking, Financial Services
Mr. N. S. Kannan, Nominee of ICICI Bank Limited	00066009	Bachelor of Engineering (Honours) PGDM, Chartered Financial Analyst (ICFAI)	Banking, Financial Services
Mr. K. Ramkumar1	00244711	B. Sc, PG Diploma in Personnel & Industrial Relations Management	Human Resources Management, Customer Service and Operations
Mr. Rajiv Sabharwal2	00057333	B.Tech. (NT Delhi), PGDM	Banking, Financial Services
Mr. Tony Wilkey3	02337488	MBA	Insurance, asset management
Mr. Adrian O''Connor, Nominee of Prudential Corporation Holdings Limited	02417554	Fellow of the Institute of Actuaries and Fellow of Society of Actuaries	Financial management, strategic planning
Independent Directors
Mr. Keki Dadiseth4	00052165	B. Com, F.C.A (England and Wales)	Finance
Prof. Marti G. Subrahmanyam	00306761	B.Tech, PGDM, Ph.D.	Corporate finance, capital markets and international finance
Ms. Rama Bijapurkar	00001835	B.Sc (Hon.), PGDM	Market strategy
Mr. Vinod Kumar Dhall	02591373	LLB , M.Sc, Masters degree in Mathematics	Corporate Affairs, Law and Insurance
Mr. V. Sridar	02241339	B. Com (Hons), FCA	Banking, Finance and Accountancy
Mr. M. S. Ramachandran5	00943629	B. E. (Mechanical)	Oil and Petroleum Industry
Mr. Dilip Karnik6	06419513	B. Sc. and LLB	Former Judge of High Court of Bombay. Currently an Advocate
Executive Directors
Mr. Sandeep Bakhshi, Managing Director & CEO	00109206	B.E (Mech), PGDM	Banking, Insurance, Financial Services
Mr. Puneet Nanda	02578795	B.E, PGDM	Insurance, Financial Services
Mr. Sandeep Batra	03620913	B.Com, F.C.A., A.C.S.	Banking, Insurance, Financial Services

The names of the Directors and their attendance at Board Meetings during the year are set out in the following table:

	Board Meetings attended/ held during the year	Attendance at last	Number of other directorships		Number of other
Name of the Director		AGM (June 24, 2016)	Of Indian public limited companies1	Of other companies8	committee9 memberships
Nominee Directors
Ms. Chanda Kochhar, Chairperson, Nominee of ICICI Bank Limited	6/6	Absent	4	2	-
Mr. N. S. Kannan, Nominee of ICICI Bank Limited	5/6	Present	4	2	2
Mr. K. Ramkumar1	1/1	N.A	N.A.	N.A.	N.A.
Mr. Rajiv Sabharwal2	1/2	Absent	N.A.	N.A.	N.A.
Mr. Tony Wilkey3	1/1	N.A.	N.A.	N.A.	N.A.
Mr. Adrian O''Connor, Nominee of Prudential Corporation Holdings Limited	4/6	Absent	''	N.A.	''
Independent Directors
Mr. Keki Dadiseth4	--	N.A.	N.A.	N.A.	N.A.
Prof. Marti G. Subrahmanyam	6/6	Absent	-	2	-
Ms. Rama Bijapurkar	4/6	Present	3	1	2
Mr. Vinod Kumar Dhall	6/6	Absent	6	-	7
Mr. V. Sridar	6/6	Present	9	-	9
Mr. M. S. Ramachandran5	3/4	N.A.	6	3	3
Mr. Dilip Karnik6	4/4	N.A.	2	-	1
Executive Directors
Mr. Sandeep Bakhshi, Managing Director & CEO	6/6	Absent	1	-	-
Mr. Puneet Nanda	6/6	Present	1	-	-
Mr. Sandeep Batra	6/6	Present	2	1	1

1. Mr. K. Ramkumar ceased to be a Nominee Director with effect from May 31, 2016.

2. Mr. Rajiv Sabharwal ceased to be a Nominee Director with effect from June 30, 2016

3. Mr. Tony Wilkey ceased to be a Nominee Director with effect from June 24, 2016.

4. Mr. Keki Dadiseth ceased to be an Independent Director with effect from April 26, 2016.

5. Mr. M. S. Ramachandran was appointed as an Additional (Independent) Director with effect from June 29, 2016

6. Mr. Dilip Karnik was appointed as an Additional (Independent) Director with effect from June 29, 2016

7. Comprises of public limited companies incorporated in India

8. Comprises private limited companies incorporated in India and foreign companies but excludes Section 8 companies and not for profit foreign companies.

9. Comprises only Audit Committee and Stakeholders Relationship Committee of Indian public companies.

In terms of the Listing Regulations, the number of Committees (Audit Committee and Stakeholders Relationship Committee) of public limited companies in which a Director is a member/chairman were within the limits prescribed under Listing Regulations, for all the Directors of the Company. The number of directorships of each independent Director is also within the limits prescribed under Listing Regulations.

Board Committees

The details of Board Committees are as follows:

a) Board Audit Committee

The primary objective of the Committee is to monitor and provide an effective supervision of the financial reporting process, with high levels of transparency, integrity and quality of financial reporting. The Committee shall oversee the work of internal audit & compliance functions and ensure deployment of policies for an effective control mechanism including mechanism to address potential conflict of interest among stakeholders. The Committee has the authority and responsibility to select, evaluate and recommend the statutory auditors in accordance with law. The Committee shall ensure independence of control functions demonstrated by a credible reporting arrangement.

Terms of Reference: I. Accounts & Audit

- Oversee the financial statements, financial reporting process, statement of cash flow and disclosure of its financial information, both on an annual and quarterly basis, to ensure that the financial statement is correct, sufficient and credible.

- Recommend the appointment, re-appointment, terms of appointment and, if required, the replacement or removal; remuneration, reviewing (with management) performance, and oversight of the work of the auditors (internal/statutory/concurrent) and to review and monitor the auditor’s independence and performance, and effectiveness of audit process.

- Oversight of the procedures and processes established to attend to issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person.

- Evaluation of internal financial controls and risk management systems.

- Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern.

- Approval of payment to statutory auditors and internal auditors or any of its associated persons or companies, for any other services rendered by them.

- Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

- Matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the CA2013.

- Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustments made in the financial statements arising out of audit findings.

- Compliance with listing and other legal requirements relating to financial statements to the extent applicable.

- Approval or any subsequent modification and disclosure of any related party transactions of the Company. Provided that the Audit Committee may grant omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed.

- Modified opinion(s) in the draft audit report.

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

- To the extent applicable, review with the management, the statement of uses/end use / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.) and related matter, the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

- Review of housekeeping items, particularly review of suspense balances, reconciliations (including Subsidiary General Ledger (SGL) accounts) and other outstanding assets & liabilities.

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

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

- Carrying out any other function, if any, as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the CA2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), or by any other regulatory authority.

II. Internal Audit

- Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

- Oversee the efficient functioning of the internal audit department and review its reports. The Committee would additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice.

- Set-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms.

- Discussion with internal auditors of any significant findings and follow up there on.

- Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

- Review with the management, performance of internal auditors, and the adequacy of the internal control systems.

- Look into the reasons for substantial defaults in the payment, if any, to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

- Review the functioning of the Whistle Blower/Vigil mechanism.

III. Compliance & Ethics

- Review reports on the above and on proactive compliance activities aimed at increasing the Company’s ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same.

- Discuss the level of compliance in the Company and any associated risks and to monitor and report to the Board on any significant compliance breaches.

- Supervise and monitor matters reported using the Company’s whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations.

- Advise the Board on the effect of the above on the Company’s conduct of business and helping the Board set the correct "tone at the top" by communicating, or supporting the communication, throughout the Company of the importance of ethics and compliance.

- Approve compliance programmes, reviewing their effectiveness on a regular basis and signing off on any material compliance issues or matters.

- Review key transactions involving conflict of interest.

- Review the Anti Money Laundering (AML)/Counter - Financing of Terrorism (CFT) policy annually and review the implementation of the Company’s AML/CFT programme.

- Review compliance of Insurance Regulatory & Development Authority of India (IRDAI) Corporate Governance guidelines.

- Monitor the directives issued/penalties imposed/penal action taken against the Company under various laws and statutes and action taken for corrective measures.

- Approval of appointment of chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate.

Composition

There were seven Meetings of the Board Audit Committee held during FY2017 - on April 25, 2016, June 24, 2016, June 29, 2016, July 19, 2016,

August 26, 2016, October 24, 2016 and January 23, 2017. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. V. Sridar1 - Chairman	7/7
Prof. Marti G. Subrahmanyam2	5/6
Mr. Vinod Kumar Dhall	6/7
Mr. M. S. Ramachandran3	3/4
Mr. N. S. Kannan4	3/4
Mr. Adrian O’Connor	0/7
Mr. Keki Dadiseth - Chairman5	0/1
Mr. K. Ramkumar6	1/1

1. Appointed as a Chairman of the Board Audit Committee with effect from April 26, 2016

2. Appointed as a member of the Board Audit Committee with effect from April 26, 2016

3. Appointed as a member of the Board Audit Committee with effect from July 8, 2016

4. Appointed as a member of the Board Audit Committee with effect from June 29, 2016

5. Ceased to be the Chairman of the Board Audit Committee with effect from April 26, 2016.

6. Ceased to be a Member of the Board Audit Committee with effect from May 31, 2016.

b) Board Risk Management Committee

The Committee reviews the Risk Management policy of the Company, including Asset Liability Management (ALM), to monitor all risks across the various lines of business of the Company and establish appropriate systems to mitigate such risks. The Committee also reviews the risk appetite and risk profile of the Company. The Committee oversees the effective operation of the risk management system and advises the Board on key risk issues.

Terms of Reference: A. Risk Management

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

ii. Maintaining a group wide and aggregated view of the risk profile of the Company in addition to the individual risk profiles;

iii. Reporting to the Board details of the risk exposures and the actions taken to manage the exposures, set the risk tolerance limits and assess the cost and benefits associated with risk exposure and review, monitor and challenge where necessary, risks undertaken by the Company;

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

v. Review the Company’s risk-reward performance to align with overall policy objectives;

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

vii. Maintain an aggregated view on the risk profile of the Company for all categories of risk including insurance risk, market risk, credit risk, liquidity risk, operational risk, compliance risk, legal risk, reputation risk, etc.;

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

ix. Monitor and review regular updates on business continuity;

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

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

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

xiii. To carry out any other function, if any, as prescribed in the terms of reference of the Risk Management Committee and any other terms of reference as may be decided by the Board and/or specified/ provided under the CA2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory authority.

B. Asset Liability Management (ALM)

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

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

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

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

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

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

vii. Ensuring that management and valuation of all assets and liabilities comply with the standards, prevailing legislation and internal and external reporting requirements;

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

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

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

xi. To carry out any other function, if any, as prescribed in the terms of reference of the Risk Management Committee and any other terms of reference as may be decided by the Board and/or specified/ provided under the CA2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory authority.

Composition

There were four Meetings of the Board Risk Management Committee held during FY2017 - on April 25, 2016, July 19, 2016, October 24, 2016 and January 23, 2017. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Prof. Marti G. Subrahmanyam -	- Chairman 4/4
Ms. Rama Bijapurkar	3/4
Mr. N. S. Kannan	3/4
Mr. Adrian O’Connor	0/4

c) Board Investment Committee

The Investment Committee assists the Board in fulfilling its oversight responsibility for the investment assets of the Company. The Committee is responsible for formulating the overall investment policy and establishing a framework for its investment operations with adequate controls. The Committee also monitors investment performance against the applicable benchmarks and provide guidance for protection of shareholders’ and policyholders’ funds.

Terms of Reference:

-Responsible for the recommendation of the Investment Policy and laying down of the operational framework for the investment operations of the Company. The Investment Policy and operational framework should, inter alia, focus on a prudential asset liability management supported by robust internal control systems; and encompass aspects concerning liquidity for smooth operations, compliance with prudential regulatory norms on investments, risk management/mitigation strategies to ensure commensurate yield on investments in line with policyholders’ reasonable expectations and above all protection of policyholders’ funds.

- Put in place an effective reporting system to ensure compliance with the Investment Policy set out by it apart from Internal/Concurrent Audit mechanisms for a sustained and on-going monitoring of Investment Operations.

- To submit a report to the Board on the performance of investments at least on a quarterly basis and provide an analysis of its investment portfolio (including with regard to the portfolio’s safety and soundness) and on the future outlook.

- The Committee should independently review its investment decisions and ensure that support by the internal due diligence process is an input in making appropriate investment decisions.

- To carry out any other function, if any, as prescribed in the terms of reference of the Board Investment Committee and any other terms of reference as may be decided by the Board and/or specified/ provided under the CA2013 or by any other regulatory authority.

Composition

There were four Meetings of the Board Investment Committee held during

FY2017 - on April 25, 2016, July 19, 2016, October 24, 2016 and January23, 2017.The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Prof. Marti G. Subrahmanyam - Chairman	4/4
Mr. N. S. Kannan	3/4
Mr. Adrian O’Connor	0/4
Mr. Sandeep Bakhshi	4/4
Mr. Sandeep Batra	4/4
*Mr. Satyan Jambunathan1	4/4
*Mr. Manish Kumar	4/4
*Mr. Binay Agarwala2	1/1
*Mr. Deepak Kinger3	2/2
*Ms. Asha Murali4	3/3

* As per IRDAI Corporate Governance guidelines 2016, Board Investment Committee shall also have Appointed Actuary, Chief Investment Officer, Chief Financial Officer and Chief Risk Officer as members.

1. Appointed as amemberwith effect from June 29, 2016.

2. Ceased to be a member with effect from June 29, 2016

3. Appointed as a member with effect from July 20, 2016

4. Appointed as a member with effect from June 1, 2016

d) Board Customer Service & Policyholders'' Protection Committee

The Board Customer Service & Policyholders’ Protection Committee will assist the Board to protect the interests of the policyholders and improve their experiences in dealing with the Company at all stages and levels of their relationship with the Company. In this connection, the Committee aims to upgrade and monitor policies and procedures for grievance redressal and resolution of disputes, disclosure of "material information" to the policy holders, and compliance with the regulatory requirements

Terms of Reference:

- Putting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including mis-selling by intermediaries.

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

- Review of the mechanism at periodic intervals.

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

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

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

- Provide details of insurance ombudsmen to the policyholders.

- Shape the customer service philosophy and policies of the organization based on the overall environment in the financial services industry.

- Oversee the functions of the customer service council.

- Review measures for enhancing the quality of customer service.

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

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

- Put in place a framework for review of awards given by Insurance Ombudsman/Consumer Forums. Analyse the root cause of customer complaints, identify market conduct issues and advise the management appropriately about rectifying systemic issues, if any.

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

- Review of Claims Report, including status of Outstanding Claims with ageing of outstanding claims.

- Reviewing Repudiated claims with analysis of reasons.

- Status of settlement of other customer benefit payouts like Surrenders, Loan, and Partial withdrawal requests etc.

- Review of unclaimed amounts of Policyholders, as required under the Circulars and guidelines issued by the Authority.

The Company has a Grievance Redressal Committee (GRC). The key discussions of the GRC Meeting are put up at the Board Customer Service & Policyholders’ Protection Committee for information. The GRC is formed to provide effective grievance redressal to the policyholders. The GRC consists of two external members and three members from senior management team of the Company. Mr. R. Narayanan, an external member, chairs the GRC. As part of the grievance redressal mechanism, the GRC constituted as the final authority to address the policyholders’ grievances before approaching the Regulator and the Ombudsman office. The GRC meets on a quarterly basis with the following terms of reference:

a) Evaluate feedback on quality of customer service and claims experience.

b) Review and approve representations received on claims repudiations.

c) Ensure that the Company follows all prescribed regulatory requirements on policyholder service.

d) Submit report on its performance to the Customer Service & Policyholder Protection Committee (CS & PPC) on a quarterly basis.

Composition

There were four Meetings of the Board Customer Service & Policyholders’ Protection Committee held during FY2017 - on April 26, 2016, July 19, 2016, October 24, 2016 and January 23, 2017. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Vinod Kumar Dhall - Chairman	3/4
Mr. K. Ramkumar1	1/1
Mr. Adrian O’Connor	1/4
Mr. N. S. Kannan2	3/3

1. Ceased to be a Member with effect from May 31, 2016.

2. Appointed as a Member with effect from June 29, 2016

e) Board Nomination and Remuneration Committee

The Board Nomination & Remuneration Committee shall assist the Board to formulate policies relating to the composition & remuneration of the directors, key managerial personnel, other employees consistent with criteria approved by the Board. The Committee shall coordinate and oversee the self-evaluation of the performance of the Board and succession planning for senior management. The Committee shall ensure that the Board comprises competent and qualified Directors.

Terms of Reference:

- To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

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

- To devise a policy on diversity of the Board.

- To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal, and formulate a criteria for evaluation of every director’s performance.

- To scrutinize the declarations of intending applicants before the appointment/ re-appointment/ election of directors by the shareholders at the annual general meeting; and to scrutinize the applications and details submitted by the aspirants for appointment as the key managerial personnel.

- To consider whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

- To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully.

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

- To approve the compensation programme and to ensure that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

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

- To carry out any other function, if any, as prescribed in the terms of reference of the Board Nomination and Remuneration Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the CA2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory authority.

Composition

There were four Meetings of the Board Nomination & Remuneration Committee held during FY2017 - on April 26, 2016, June 29, 2016, July 20, 2016 and January 23, 2017. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Ms. Rama Bijapurkar- Chairperson	4/4
Prof. Marti G. Subramanian	4/4
Mr. Vinod Kumar Dhall	3/4
Mr. K. Ramkumar1	0/1
Mr. Adrian O’Connor	2/4
Mr. N. S. Kannan2	1/2

1. Ceased to be a Member with effect from May 31, 2016.

2. Appointed as a Member with effect from June 29, 2016

f) Board Corporate Social Responsibility (CSR) Committee

The purpose of the Committee is to formulate and recommend to the Board the CSR policy of the Company. It will also formulate the annual CSR plan, and monitor the CSR activities and compliance with the CSR policy from time to time. Corporate Social Responsibility Policy of the Company as per section 135 of the CA2013 is put up on the Company’s website.

Terms of Reference:

- To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company.

- To recommend the amount of expenditure to be incurred on the Corporate Social Responsibility activities.

-To monitor the Corporate Social Responsibility Policy of the Company from time to time.

Composition

There were two Meetings of the Board Corporate Social Responsibility Committee held during FY2017 - on April 25, 2016 and January 24, 2017. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Vinod Kumar Dhall - Chairman	1/2
Mr. K. Ramkumar1	1/1
Mr. Adrian O’Connor	1/2
Mr. N. S. Kannan2	1/1

1. Ceased to be a Member with effect from May 31, 2016.

2. Appointed as a Member with effect from June 29, 2016

g) Stakeholders Relationship Committee

Terms of reference:

- Consider and review redressal and resolutions of the grievances of the security holders of the company, including those of shareholders, debenture holders and other security holders

- Approval and rejection of transfer and transmission of shares or securities, including preference shares, bonds, debentures and securities

- Approval and rejection of requests for split and consolidation of share certificates

- Approval and rejection of issue of duplicate share, issued from time to time

- Redemption of securities and the listing of securities on stock exchanges

- Allotment of shares and securities

- Any other activities which are incidental or ancillary thereto

Composition

There were two Meetings of the Stakeholders Relationship Committee

held during FY2017 - on October 25, 2016 and January 24, 2017. The

details of the composition of the Committee and attendance at its

Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Vinod Kumar Dhall - Chairman	2/2
Mr. Keki Dadiseth1	-
Mr. Sandeep Bakhshi	2/2
Mr. Sandeep Batra2	2/2

1. Ceased to be a Member with effect from April 26, 2016

2. Appointed as a Member with effect from April 26, 2016

h) With Profits Committee

Terms of reference:

-Maintaining the asset shares, at policy level, and ensuring that only the portion of expenses representing this business shall be allocated and interest rate credits to these asset shares represent the underlying assets of these funds.

- Determining the asset share for each product in accordance with the guidance or practice standards, etc. issued by the Institute of Actuaries of India.

- Providing approval for the detailed working of the asset share, the expense allowed for, the investment income earned on the fund, etc. which were represented in the asset share.

Composition

There was one Meeting of the With Profits Committee held during FY2017-on April 22, 2016. The details of the composition of the Committee and attendance at its Meeting are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. V. Sridar- Chairman	1/1
Mr. N. S. Kannan	0/1
Mr. Adrian O’ Connor	0/1
Mr. Sandeep Bakhshi	1/1
*Mr. N. M. Govardhan	1/1
Mr. Satyan Jambunathan1	1/1
*Ms. Asha Murali2	-

* As per IRDAI regulations With Profits Committee shall also have an Independent Actuary and Appointed Actuary as members.

1. Ceased to be a Member with effect from July 20, 2016

2. Appointed as a Member with effect from July 20, 2016

i) Initial Public Offer (IPO) Committee

The Board of Directors at its meeting held on April 26,2016 had constituted an Initial Public Offer (IPO) Committee to review the progress of the IPO of the Company and to undertake necessary functions for the same including approving of the necessary documents like Draft Red Herring Prospectus (DRHP), Red Herring Prospectus (RHP), and Prospectus etc. The said Committee comprised of Mr. N. S. Kannan, Mr. Adrian O’Connor, Mr. Sandeep Bakhshi and Mr. Sandeep Batra.

The Committee met seven times during the IPO process. The shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on September 29, 2016 and subsequently since the role and objectives of the IPO Committee were successfully completed, the Committee stood dissolved.

Criteria for appointment of Directors & Senior Management

The Company has a well defined Policy for determining criteria for appointment of Directors & Senior Management personnel.

Remuneration Policy

The Company already has in place a Compensation & Benefits Policy applicable to Whole Time Directors (WTDs), Key Managerial Personnel (KMP), Senior Managerial Personnel (SMP) and other employees.

Further details with respect to the Compensation Policy are provided under the section titled "Compensation Policy and Practices".

Details of Remuneration paid to Whole Time Directors

The Board Nomination and Remuneration Committee (BNRC) determines and recommends to the Board the amount of remuneration, including performance bonus and perquisites, payable to the Whole Time Directors.

The following table sets out the details of remuneration (including perquisites and retiral benefits) paid to Whole Time Directors for fiscal 2017:

Particulars	Details of Remuneration (Rs,)
	Mr. Sandeep Bakhshi	Mr. Puneet Nanda	Mr. Sandeep Batra
Basic	19,870,680	11,177,640	8,742,480
Variable pay paid out in fiscal 2017	24,600,402	14,122,225	8,133,493
Allowances and perquisites1	15,788,102	13,493,002	14,407,664
Contribution to provident fund	2,384,483	1,341,312	1,049,101
Contribution to superannuation fund	150,000	-	-
Contribution to gratuity fund Stock options of ICICI Bank (Numbers)2	1,655,228	931,097	728,249
Fiscal 2017	830,000	275,500	232,750
Fiscal 2016	875,000	290,000	245,000
Fiscal 2015	875,000	290,000	245,000

1 Allowances and perquisites exclude stock options exercised during fiscal 2017 which does not constitute remuneration paid to the Whole Time Directors for fiscal 2017.

2 The table excludes special grant of stock options approved by IRDAI aggregating to 1,000,000 for Mr. Sandeep Bakhshi, 4,35,000 for Mr. Puneet Nanda and 3,67,500 for Mr. Sandeep Batra.

Perquisites (evaluated as per Income-Tax rules wherever applicable and otherwise at actual cost to the Company) such as the benefit of the gas, electricity, furnishing, club fees, group insurance, use of car and telephone at residence or reimbursement of expenses in lieu thereof, medical reimbursement, leave and leave travel concession, education benefits, provident fund, superannuation fund and gratuity, were provided in accordance with the scheme(s) and rule(s) applicable from time to time. In lieu of the staff home loan policy applicable to Whole Time Directors (WTDs) and Presidents of ICICI Bank, the interest subsidy scheme for home loan was introduced for the Managing Director & CEO of the Company. The same was approved and revised in April, 2017 by BNRC and the Board. During the year the Compensation and Benefits policy was reviewed, amended and approved by the Board of Directors twice at their meetings held on October 25, 2016 and April 25, 2017.

Details of Remuneration paid to non-executive Directors

As provided in the Articles of Association of the Company, the fees payable to the Non-Executive Directors (other than nominee Directors of ICICI Bank Limited and Prudential i.e. the promoter group) for attending a Meeting of the Board or Committee thereof is decided by the Board of Directors from time to time within the limits prescribed by the CA2013. The Board of Directors has approved the payment of Rs, 100,000 as sitting fees for each Meeting of Board and Rs, 20,000 as sitting fees for each Meeting of Committee attended. This amount is within the limits prescribed as per Rule 4 of Companies (Appointment & Remuneration) Rules, 2014 of the CA2013.

The Board, subject to the approval of shareholders of the Company at the ensuing Annual General Meeting, has approved the proposal for payment of profit related commission up to Rs, 750,000 every year to each non-executive Director of the Company in proportion with their tenure, other than nominee Director(s), for each year effective from financial year ended March 31, 2017. The payments would be subject to the regulatory provisions applicable to the Company and availability of net profits at the end of each financial year. Sitting fees paid to Independent Directors are outside the purview of the above limits.

The details of the sitting fees are as below:

Sitting fees paid to Independent Directors during the financial year ended March 31, 2017:

Name of the member	Amount (inRs,)
Prof. Marti G. Subrahmanyam	9,40,000
Ms. Rama Bijapurkar	5,40,000
Mr. Vinod Kumar Dhall	9,00,000
Mr. V. Sridar	7,60,000
Mr. M. S. Ramachandran	3,60,000
Mr. Dilip Karnik	4,00,000

* As per requirements of IRDAI regulations, Mr. N. M. Govardhan being an Independent Actuary is required to be a member of the With Profits Committee and is paid fees of ^ 1,00,000 for attending the Meeting.

Remuneration disclosures pursuant to IRDAI guidelines

Pursuant to IRDAI guidelines on Remuneration of Non-executive Directors and Managing Director/Chief Executive Officer/Whole Time Directors of Insurers (IRDAI Guidelines) issued vide reference no. IRDA/F&A/GDL/LSTD/155/08/2016 dated August 5,2016 requires the Company to make following disclosures on remuneration on an annual basis in their Annual Report:

COMPENSATION POLICY AND PRACTICES

(A) Qualitative Disclosures

a Information relating to the design and structure of remuneration processes and the key features and objectives of remuneration policy.

Name, composition and mandate of the main body overseeing remuneration

The Board Nomination and Remuneration Committee (BNRC/Committee) is the body which oversees the remuneration aspects. The functions of the Committee include recommending appointments of Directors to the Board, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, formulate a criteria for the evaluation of the performance of the Whole Time/independent Directors and the Board and to extend or continue the term of appointment of independent Director on the basis of the report of performance evaluation of independent Directors, recommending to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees, recommending to the Board the remuneration (including performance bonus and perquisites) to Whole Time Directors (WTDs), commission and fee payable to non-executive Directors subject to applicable regulations, approving the policy for and quantum of bonus payable to the members of the staff including senior management and key managerial personnel, formulating the criteria for determining qualifications, positive attributes and independence of a Director, framing policy on Board diversity, framing guidelines for the Employees Stock Option Scheme (ESOS) and decide on the grant of the Company’s stock options to employees and WTDs of the Company.

External consultants whose advice has been sought, the body by which they were commissioned and in what areas of the remuneration process

The Company did not take advice from an external consultant on any area of remuneration during the year ended March 31, 2017.

Scope of the Company''s remuneration policy (eg. by regions, business lines), including the extent to which it is applicable to foreign subsidiaries and branches

The Compensation Policy of the Company as last amended and approved by the BNRC and the Board at its Meeting held on April 25, 2017, which covers all employees of the Company.

Type of employees covered and number of such employees

All employees of the Company are governed by the compensation policy. The total number of permanent employees governed by the compensation policy of the Company at March 31, 2017 was 12,397.

Key features and objectives of remuneration policy

The Company has under the guidance of the Board and the BNRC, followed compensation practices intended to drive meritocracy within the framework of prudent risk management. This approach has been incorporated in the Compensation Policy, the key elements of which are given below:

Effective governance of compensation:

The BNRC has oversight over compensation. The Committee defines Key Performance Indicators (KPIs) for the Organization and the organizational performance norms for bonus based on the financial and strategic plan approved by the Board. The KPIs include both quantitative and qualitative aspects. The BNRC assesses organizational performance as well as the individual performance of WTDs and equivalent positions. Based on its assessment, it makes recommendations to the Board regarding compensation for WTDs and equivalent positions and bonus for employees, including senior management and key management personnel.

Alignment of compensation philosophy with prudent risk taking:

The Company seeks to achieve a prudent mix of fixed and variable pay, with a higher proportion of variable pay at senior levels. Compensation is sought to be aligned to both financial and non-financial indicators of performance including aspects like risk management and customer service. In addition, the Company has an employee stock option scheme aimed at aligning compensation to long term performance through stock option grants that vest over a period of time.

Whether the BNRC reviewed the Company''s remuneration policy during the past year, and if so, an overview of any changes that were made

The Compensation & Benefits Policy on remuneration of Non-executive Directors and Managing Director/Chief Executive Officer/Whole Time Directors of Insurers was reviewed vide IRDAI Guidelines bearing no. IRDA/F&A/GDL/LSTD/155/08/2016 dated August 5, 2016 and in line with ICICI Group norms. During the year this Policy was reviewed, amended and approved by the Board of Directors twice at their meeting held on October 25, 2016 and April 25, 2017.

Description of the ways in which current and future risks are taken into account in the remuneration processes

To ensure effective alignment of compensation with prudent risk taking, the Company shall take into account adherence to the risk framework to ensure remuneration is adjusted for all types of risks in conjunction with other pre-defined performance objectives. Remuneration payout shall be sensitive to the time horizon of the risks involved and symmetric to risk outcomes.

- Compensation is aligned to both financial and non-financial indicators of performance including controls like risk management, process perspective, customer perspective and others.

- Prudent behavior is assessed through a Good Order Index for middle and senior management level employees.

- These business objectives are balanced in nature, and comprise a holistic mix of financial, customer, people, and process/quality and compliance objectives.

- Acts of gross negligence and integrity breach are covered under the purview of the compensation policy.

- The deferred part of the variable pay (performance bonus) will be subject to malus, under which, the Company will prevent vesting of all or part of the variable pay in the event of an enquiry determining gross negligence or integrity breach.

Description of the ways in which the Company seeks to link performance during a performance measurement period with levels of remuneration

The Company follows a philosophy of meritocracy, which is the relative differentiation of employees based on performance delivered. The design of the variable pay is linked to the individual employee’s performance rating which is arrived at basis assessment of performance delivered against a set of pre-defined performance objectives. These objectives are balanced in nature, and comprise a holistic mix of financial, customer, people, and process/quality and compliance objectives. To ensure effective alignment of compensation with prudent risk parameters, the Company will take into account various risk parameters along with other pre-defined performance objectives of the Company. Prudent behavior is assessed through a Good Order Index for middle and senior management level employees.

(B) Quantitative disclosures

The following table sets forth, for the period indicated, the details of quantitative disclosure for remuneration of Whole Time Directors (including MD & CEO)

Particular	At March 31,2017
Number of meetings held by the BNRC during the financial year	4
Remuneration paid to its members during the financial year (in millions) (sitting fees)	-
Number of WTD/ CEO/ MD having received a variable remuneration award during the financial year	3
Number and total amount of sign on awards made during the financial year -	Nil
Details of guaranteed bonus, if any, paid as joining/ sign on bonus Breakup of amount of remuneration awarded for the financial year (in millions)	Nil
Fixed1	76.5
Variable Pay	46.9
Deferred	23.9
Non-Deferred	22.9
Share-Linked Instruments Total amount of outstanding deferred remuneration	Nil

Particular	At March 31,2017
Cash	26.4
Shares	Nil
Shares-linked instruments	Nil
Other forms	Nil

1 Fixed pay includes basic salary, supplementary allowances, superannuation, contribution to provident fund and gratuity fund by the Company.

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

The ratio of the remuneration of each Director to the median employee’s remuneration and such other details in terms of Section 197(12) of the CA2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

Mr. Sandeep Bakhshi, Managing Director & CEO	65:1
Mr. Puneet Nanda, Executive Director	43:1
Mr. Sandeep Batra, Executive Director	40:1

(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 Whole Time Directors, Chief Financial Officer, and Company Secretary ranged between 9.0% and 15.0%.

(iii) The percentage increase in the median remuneration of employees, who are part of annual bonus plan, in the financial year;

The percentage increase in the median remuneration of employees, who are part of annual bonus plan, in the financial year was around 9.0%.

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

The number of employees, as mentioned in the section on ''Management’s Discussion & Analysis’ is 12,397.

(v) The explanation on the relationship between average increase in remuneration and company performance;

The Company’s philosophy on compensation and benefits is based on the ethos of meritocracy. The twin pillars of the performance management system and talent management system are closely intertwined with the compensation and benefits policy of the Company. While the Company aims to ensure internal and external equity consistent with emerging market trends, the Company’s business model and affordability based on business performance sets the overarching boundary conditions. The design of the variable pay is linked to the individual employee’s performance rating which is arrived at basis assessment of performance delivered against a set of pre-defined performance objectives. These objectives are balanced in nature, and comprise a holistic mix of financial, customer, people, and process/quality and compliance objectives.

(vi) Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of the company;

For the FY2017, the KMPs were paid around 0.63% of the PAT.

(vii) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies;

Particulars	At September 29, 2016*	At March 31,2017
Market capitalization (Rs, in billions)	479.40	548.88
Price/Earnings multiple	NA	32.6
Increase in the market quotations of the equity shares in comparison to the rate at which the last public offer made in September 2016	NA	14.5%

* Date of listing on the stock exchange (market capitalization computed at issue price)

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

The average percentage increase in the salaries of total employees other than the Key Managerial Personnel for fiscal 2017 was around 9.0%, while the average increase in the remuneration of the Key Managerial Personnel was in the range of 9.0% to 15.0%.

(ix) Comparison of each remuneration of the Key Managerial Personnel against the performance of the company;

The ratio of the remuneration of each KMP (as per CA2013) to the PAT of the Company is given below:

Mr. Sandeep Bakhshi, Managing Director & CEO	0.23%
Mr. Puneet Nanda, Executive Director	0.15%
Mr. Sandeep Batra, Executive Director	0.14%
Mr. Satyan Jambunathan, Chief Financial Officer	0.09%
Ms. Vyoma Manek, Company Secretary	0.02%

(x) The key parameters for any variable component of remuneration availed by the directors;

The Compensation & Benefits Policy applicable to Whole time Directors, Key Managerial Personnel (KMP), Senior Managerial Personnel (SMP) and other employees, is in line with the guidelines issued by IRDAI on Remuneration of Non-executive Directors and Managing Director/Chief Executive Officer/Whole Time Directors of Insurers and in line with ICICI Group norms.

These KPIs of the Organization and Whole Time Directors, in addition to financial parameters, include parameters related to quality and health of the business. To ensure effective alignment of compensation with prudent risk parameters, the Company takes into account various risk parameters along with other pre-defined performance objectives of the Company. At the end of the financial year, the performance of the Company as well as performance of each WTD based on their respective KPI(s) is presented to the BNRC. Based on the performance assessment by the BNRC, the variable component of the remunerations for the WTDs is recommended to and approved by the Board.

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

Not applicable

(xii) Affirmation that the remuneration is as per the remuneration policy of the company.

Yes

Performance evaluation of Board, Committees and Directors

The evaluations for the Directors, the Board and the Chairperson of the Board were undertaken through circulation of three questionnaires, one for the Directors, one for the Board and one for the Chairperson of the Board. The performance of the Board was assessed on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board. The evaluation criteria for the Chairperson of the Board besides the general criteria adopted for assessment of all Directors, focused incrementally on leadership abilities, effective management of meetings and preservation of interest of stakeholders. The evaluation process for Whole Time Directors is further detailed under the section titled "Compensation Policy and Practices.

Employee Stock Option Scheme (ESOS)

The Company has an Employee Stock Option Scheme ("the Scheme" or "ESOS") which was instituted vide approval of its members at the Extra-Ordinary General Meeting (EGM) dated March 28, 2005. The Scheme was subsequently amended vide its EGM dated February 24, 2015. Further, the Scheme has been last amended in April 25, 2017 pursuant to a resolution of the Board of Directors of our Company, which shall be effective subject to the approval of the Members of the Company ("Revised Scheme" or "Revised ESOS"). The details of the Scheme as per the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 can be reviewed on the website of the Company (https://www. iciciDrulife.com/content/dam/icicipru/about-us/Financiallnformation/ Annual Reports/FY2017.pdf).

The aggregate options granted to the eligible employees under the Scheme are capped at 3% of the issued capital of the Company as on the date of grant(s). The Revised ESOS proposes that the aggregate number of shares issued or issuable since March 31,2016 pursuant to the exercise of any options granted to the eligible employees issued pursuant to the Scheme or any other stock option scheme of the Company, shall not exceed a to 2.64% of the number of shares issued as on March 31, 2016

Both the Scheme and the Revised Scheme, provides for a minimum period of one year between the grant of options and vesting of options.

According to the Scheme, the "Exercise Period" means the period commencing from the date of vesting of options and ending on the later of (i) the tenth anniversary of the date of grant of options or (ii) such extended time period for specific grants previously made as may be approved by the Board Nomination & Remuneration Committee from time to time or (iii) the fifth anniversary of the date of vesting of options. The shareholders of the Company in their meeting held on February 24, 2015 approved extension of the exercise period by 3 years for the options granted between 2005 to 2007. Further, it is proposed to amend the definition of "Exercise Period" in the Revised Scheme as the period commencing from the date of vesting and would expire on completion of such period not exceeding ten years from the date of vesting of Options as may be determined by the Board Nomination and Remuneration Committee for each grant.

Pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014, note 3.17 and 3.19 of Schedule 16 of the financial statements for the year ended March 31, 2017 include disclosure required by ''Guidance note on accounting for employee share-based payments’ issued by ICAI or any other relevant accounting standards. Further, disclosure regarding diluted earnings per share (EPS), method used to account for options, difference between employee compensation cost as per intrinsic value and as per fair value and its impact on profit and EPS, option movement during the year, weighted-average exercise prices and the various tranches in which the options vest are also disclosed in the Notes to Accounts.

The Company has not granted any options under its Revised ESOS scheme during FY 2017 pending approval from the Members of the Company.

Details of equity shares held by the non-executive Directors as on March 31, 2017:

None of the non-executive Directors of the Company holds shares of the Company as on March 31,2017.

General Body Meetings

The details of the last three Annual General Meetings (AGM) are given below:

Financial Year ended	Day, Date	Start time	Venue
Fourteenth AGM	Monday, June 23, 2014	4.30 p.m.	ICICI Prudential Life Insurance Company Limited, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025
Fifteenth AGM	Thursday, June 25,2015	10.00 a.m.	ICICI Prudential Life Insurance Company Limited, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025
Sixteenth AGM	Friday, June 24,2016	11.00 a.m.	ICICI Prudential Life Insurance Company Limited, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025

The following special resolutions were passed by the members during the last three Annual General Meeting:

Annual General Meeting held on June 23, 2014

- Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

- Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

- Revision in remuneration payable to Mr. Sandeep Batra, Executive Director.

Annual General Meeting held on June 25, 2015

- Re-appointment & Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director &CEO.

- Re-appointment & Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

- Revision in remuneration payable to Mr. Sandeep Batra, Executive Director.

Annual General Meeting held on June 24, 2016

- Amendment of the Articles of Association of the Company

Means of Communication

It is the Company’s belief that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. The Company disseminates information on its operations and initiatives on a regular basis. The Company’s website (www.iciciprulife.com) serves as a key awareness facility for all its stakeholders, allowing them to access information at their convenience. It provides comprehensive information on the Company’s strategy, financial performance, operational performance and the latest press releases.

The Company’s investor relations personnel respond to specific queries and play a proactive role in disseminating information to both analysts and investors. All information which could have a material bearing on the Company’s share price is released through as per regulatory requirements. The information is also disseminated to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) from time to time.

The financial and other information and the various compliances as required/ prescribed under the Listing Regulations are filed electronically with NSE and BSE through NSE Electronic Application Processing (NEAP) System and through BSE Listing Centre and are also available on their respective websites in addition to the Company’s website. Additionally information is also disseminated to BSE/NSE where required by email or fax.

The Company’s quarterly financial results are published in the Financial Express (Mumbai, Pune, Ahmedabad .Lucknow , Delhi, Calcutta, Chandigarh, Chennai, Bangalore, Hyderabad, Cochin edition) and Loksatta (Mumbai, Pune, Nagpur, Ahmednagar, Delhi, Aurangabad edition). The financial results, official news releases, analyst call transcripts and presentations are also available on the Company’s website.

Share Transfer System

The Company’s Registrar and Transfer Agent (RTA) is Karvy Computershare Private Limited (Karvy). The address of the RTA is as follows: Karvy Computershare Private Limited

Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 Email id: [email protected] Tel No.: 91-40-67162222 Fax No.: 91-40-23420814

During the year the Company has transferred its Share Transfer Agent to Karvy Computershare Private Limited from 3i Infotech Limited

Queries related to the operational and financial performance of the Company may be addressed to:

Mr. Satyan Jambunathan/Mr. Vikas Gupta Investor Relations

ICICI Prudential Life Insurance Co. Ltd.

1089 Appasaheb Marathe Marg,

Prabhadevi, Mumbai 400025 Telephone: [phone] Fax: [phone] Email id: [email protected]

ADDITIONAL INFORMATION

Conservation of Energy and Technology absorption

The Company has undertaken various initiatives for energy conservation at its premises and has used information technology extensively in its operations; further details are given in the Business Responsibility Report.

Business Responsibility Reporting

Business Responsibility Report as stipulated under Regulation 34 of the Listing Regulations form part of the Annual Report and is available on the website of the Company (https://www.iciciDrulife.com/content/dam/ icicipru/about-us/business-responsibilitv-report/BRR2017.pdf).

Commodity price risk or foreign exchange risk and hedging activities

This is not relevant to us as we do not have any derivatives or liabilities denominated in foreign currency.

Plant Locations

The branches of the Company are highlighted in this report earlier, however, there are no plants as the Company is not a manufacturing entity.

Address for Correspondence

Ms. Vyoma Manek

Company Secretary and Compliance Officer ICICI Prudential Life Insurance Company Limited 1089, Appasaheb Marathe Marg,

Prabhadevi, Mumbai - 400025 Telephone: [phone] Fax: [phone] Email id: [email protected]

*As on the date of this Report, there are no shares lying unclaimed in the unclaimed suspense account

Events after Balance Sheet date

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

Disclosures

1. There are no materially significant related party transactions that may have potential conflict with the interest of the Company.

2. No penalties or strictures have been imposed on the Company by the Stock Exchanges, the Securities & Exchange Board of India (SEBI) or any other statutory authority, for any non-compliance on any matter relating to capital markets, during the last three years.

3. In terms of the Whistle Blower Policy of the Company, no employee of the Company has been denied access to the Audit Committee.

Adoption of Mandatory and Non-mandatory requirements

The Company has complied with all mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub Regulation 2 of Regulation 46 and some of the non-mandatory requirements pertaining to Corporate Governance stipulated under the Listing Regulations.

The Company has adopted following non-mandatory requirements:

1. Separate posts of chairperson and chief executive officer

The listed entity may appoint separate persons to the post of chairperson and managing director or chief executive officer

2. Reporting of internal auditor

The internal auditor may report directly to the audit committee.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the ''Green Initiative’, the Company has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail IDs were registered with the respective Depository Participants and downloaded from the depositories viz. National Securities Depository Limited/Central Depository Services (India) Limited. The CA2013 and the underlying rules as well as Regulation 36 of the Listing Obligations, permit the dissemination of financial statements and annual report in electronic mode to the Members. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the Green Initiative.

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

DIGITISATION

In furtherance of Green Initiative, the Company has digitized its policy issuance and servicing processes. More than 95% of all our applications are logged digitally. The Company has also offered its customers the facility of opening e-insurance accounts, an electronic repository of the policies to enable it to electronically store and administer a policy.

To the extent permitted the Company also communicates with its customers via sms and emails to reduce the use of paper. The digital platform is extended to employees, advisors and partners too. Due to these initiatives the Company’s paper usage has dropped drastically over the years. The above initiatives and digital processes have not only provided speed and convenience to customers and distributors, but has also had a positive impact on environment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that they have prepared the annual accounts on a going concern basis;

(e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Company is grateful to the Insurance Regulatory & Development Authority of India, Securities Exchange Board of India, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Board of Directors and the Company would also like to take this opportunity to express sincere thanks to its valued customers for their continued patronage and the investors for reposing confidence in the Company.

The Directors express their gratitude for the valuable advice and guidance received from time to time, from the auditors and the statutory authorities. The Directors express their deep sense of appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organization to retain market leadership in its business operations. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board

May 30, 2017 CHANDA KOCHHAR

Mumbai Chairperson

DIN: 00043617

---

Mar 31, 2016

TO THE MEMBERS

ICICI Prudential Life Insurance Company Limited

Your Directors have pleasure in presenting the 16^th Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2016.

PERFORMANCE Industry in FY2016

The new business premiums of life insurance industry increased by 8.1% in FY2016 in terms of retail weighted received premium (RWRP). Some of the key industry trends were:

Post September 2010 guidelines, the market share of private players dropped from 52.3% in FY2010 to 38.0% in FY2014 on retail weighted received premium basis.

Steady increase in banc assurance mix: During the past 5 years, banc assurance has grown steadily from 13% in FY2011 to 25% till 9M FY2016 on the basis of retail new business premium. Contribution by banc assurance channel to the retail new business premium of the private players has increased to 51% for 9MFY2016 compared to 47% for FY2015.

Company in FY2016

The Company achieved a market share of 11.3% in FY2016 based on RWRP The Company''s RWRP grew 8.1% from '' 45.96 billion in FY2015 to '' 49.68 billion in FY2016. The Company continues to retain its market leadership among the private players and achieved market share of 21.9% amongst private players in FY2016. The Company focussed on improving its protection business and there was a 29.4% increase in sum assured for new business.

Total gross premium collected by the Company grew 25.2% from '' 153.07 billion in FY2015 to '' 191.64 billion in FY2016. Our continued focus on customer retention has resulted in increase in retail renewal premium by 25.3% from '' 95.71 billion in FY2015 to '' 119.95 billion in FY2016. The 13th month persistency ratio also improved from 79.0% in FY2015¹ to 82.4% in FY2016. The Company''s assets under management as at March 31, 2016 was '' 1,039.39 billion.

Total expenses increased to '' 25.45 billion in FY2016 as compared to '' 22.58 billion in FY2015. However total cost to total weighted received premium (TWRP²) ratio improved from 15.4% in FY2015 to 14.5% in FY2016. Profit after tax (PAT) for the Company stood at '' 16.50 billion in FY2016 compared to '' 16.34 billion in FY2015.

A summary of key parameters is as set out below:

('' billion)

Particulars	FY2015	FY2016
RWRP	45.96	49.68
Retail renewal premium	95.71	119.95
Total premium	153.07	191.64
Expenses	22.58	25.45
Standalone profit after tax	16.34	16.50
Sum assured for new business	1,195.34	1,546.25
Assets held	1,001.83	1,039.39
Cost to TWRP3	15.4%	14.5%

FINANCIALS

('' billion)

	Standalone		Consolidated
Particulars	FY2015	FY2016	FY2015	FY2016
Profit after tax (PAT)	16.34	16.50	16.34	16.50
Balance brought forward from	(10.33)	0.48	(10.34)	0.47
previous year
Profit available for appropriations	6.01	16.98	6.00	16.97
Appropriations:
Interim Equity Dividend	(5.36)	(9.02)	(5.36)	(9.02)
Proposed Final Dividend	(3.01)	(3.01)	(3.01)	(3.01)
Tax on Equity Dividends	(1.61)	(2.44)	(1.61)	(2.44)
General Reserve	4.45	-	4.45	-
Surplus carried to next year''s	0.48	2.51	0.47	2.49
account

The solvency margin of the Company is 320.0% in FY2016 compared to regulatory requirement of 150.0%.

OUR REACH

The Company reaches its customers through 521 offices in 456 locations at March 31, 2016. On March 31, 2016, the Company had 10,663 employees and 121,016 advisors to cater to the needs of customers. The Company distributes its products through agents, corporate agents, banks, brokers, proprietary sales force (PSF) and online channels.

PRODUCTS

The Company offers a range of life, pension and savings products across traditional and unit-linked platforms to provide a range of long term savings and protection solutions. In order to strengthen our Protection offerings, we have launched new products on retail, mortgage and group platforms.

DIVIDEND

The operations have resulted in a profit after tax of '' 16.50 billion as compared to a profit after tax of '' 16.34 billion for the previous year. The Board had approved payment of interim dividend of '' 1.10 per share and a special dividend of '' 1.00 per share, for each quarter, at its Board meetings held on January 19, 2016, October 27, 2015 and July 28, 2015, respectively. The Board at its Meeting held on April 26, 2016 has recommended a final dividend of '' 1.10 per share and a special dividend of '' 1.00 per share. Total dividend for the year is '' 8.40 per share aggregating to '' 12.03 billion for FY2016.

CLAIMS

The Company has settled over 10,600 individual mortality claims in FY2016. The claims settlement ratio for the Company in FY2016 is 96.20%. For non-investigated claims, the settlement was completed within an average turnaround time of 3.3 days from receipt of last requirement as compared to the regulatory norm of 30 days.

SUBSIDIARY

The Company''s wholly owned unlisted subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM) acts as a pension fund manager under the National Pension System (NPS).

During the year ended March 31, 2016, the subscribers'' funds managed by PFM have increased by 90.0% from '' 3,690.0 million at March 31, 2015 to '' 7,011.4 million at March 31, 2016. The inflows for the year increased by 122.3% from '' 1,426.3 million in FY2015 to '' 3,170.1 million in FY2016. PFM''s subscriber base increased from 30,158 at March 31, 2015 to 66,182 at March 31, 2016. PFM registered a loss of '' 3.1 million (previous year: profit of '' 1.0 million).

On the regulatory front, the Finance Bill 2016 exempted from income tax 40% of the total amount paid to a subscriber on account of closure or his opting out of the NPS scheme.

AUDITORS

B S R & Co. LLP and S. R. Batliboi & Co. LLP Chartered Accountants, were appointed as joint statutory auditors of the Company at the Fifteenth Annual General Meeting to hold office upto the conclusion of the ensuing Annual General Meeting. The Board has proposed the appointment of the Auditors, as mentioned in the notice enclosed with the Annual Report, based on the recommendation of the Board Audit Committee.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Dr. K. R. Chandratre, Company Secretary in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure A.

Admission of equity shares

The Company''s equity shares are admitted on the records of the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL").

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure B.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014, the names and relevant particulars of the employees are set out in the Annexure to the Directors'' Report.

RURAL AND SOCIAL BUSINESS

183,695 policies were issued in rural areas, constituting 31.6% of total policy issuances. The Company also covered more than 65,000 lives falling within the norm of ''social sector'' business.

INCREASE IN SHARE CAPITAL

The paid-up capital of the Company increased by '' 6.02 million pursuant to exercise of stock options granted under the Employee Stock Option Scheme taking the paid-up capital to '' 14.32 billion at March 31, 2016.

PUBLIC DEPOSITS

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

Corporate Social Responsibility Initiatives

The Corporate Social Responsibility policy as approved by the Board is uploaded on the Company''s website.

The Annual Report on Corporate Social Responsibility is annexed herewith as Annexure C.

Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC -2 appended as Annexure D.

Statement in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has established an internal control framework comprising a robust governance framework and a control environment, commensurate with the size, scale and complexity of its operations. The framework comprises the following key components:

Entity level controls: The control environment of the Company relies on a set of Entity level controls (ELCs) which operate at an organization level and may not be embedded in any single process of the Company. The ELCs set up by the Company include:

1 Corporate governance framework comprising Board and executives committees for oversight on the management of the Company

2. Policies commensurate with the Company''s size and level of complexity to establish standards of conduct including code of conduct, whistle blower policy, work place harassment, conflict of interest, information security etc.

3. Risk management framework to identify, measure, monitor and control various risks including operational risk (including fraud risk).

4. Independent Internal Audit department with oversight from the Audit Committee

5. Employee management framework comprising hiring, retention, training, performance evaluation and remuneration structure of the employees

6. Framework to ensure compliance to regulations, laws including compliance certification, communication of changes in regulations/ laws etc.

7. Framework for identifying, monitoring of and control over outsourced activities

8. Framework for internal and external communication

Review controls: Review control comprises multiple levels of oversight over financial reporting by way of a strong reporting and review framework as follows:

1. Quarterly reporting and review of audited financials and investment returns to regulatory and shareholders. The financials prepared are audited by joint statutory auditors, and are reviewed by Audit Committee. They are also submitted to IRDAI.

2. Internal audit team exercises independent oversight over operational and financial processes and significant observations and recommendations are presented to the Audit Committee. Investment operations is subject to concurrent audit certification on a daily basis and an investment risk management systems (IRMS) audit on a biannual basis. Any significant findings in the concurrent audit or IRMS audit are presented to the Audit Committee.

3. Management exercises review control by way of in depth reviews on financials, GL balances, liability assumptions, information security etc. conducted by CFO, Appointed Actuary and Chief of IT and operations.

Operating controls: comprise IT and process controls operating at a system/process level with the objective of providing assurance at a transaction recording stage. Salient aspects include:

1. The Company has implemented the COSO 2013 framework for ensuring compliance with Sarbanes Oxley Act, 2002. All business processes having implication on financial results are subject to quarterly reviews. Any material deficiency is discussed at Audit Committee.

2. The Company has deployed automation in most aspects of the transaction processing including policy administration, investment management, actuarial computations, expense processing, claims management, human resource processes and accounting to ensure greater control over financial reporting.

3. The Company has in place a robust IT control environment over the tools, applications, spreadsheets and information resources used for preparation of financial statements.

4. Control over third party service providers relevant from the financial reporting perspective.

Self-assessment mechanism: Supports the internal control framework by a continuous loop of self-assessment and testing of controls by the process owners

1. Self-assessment of compliance with applicable regulations is conducted quarterly through a detailed compliance checklist by process owners and certification by MD.

2. A Risk And Control Self- assessment is carried out to identify and assess operational risk in respect of all aspects related to controls over reporting process. Appropriate mitigation plans are in place for any identified risks.

3. Assessment of controls in light of any audit findings, compliance self disclosures or fraud incidents

Auditor''s Report

There is no qualification, reservation, adverse remark or disclaimer made by the auditors in their report.

Internal audit and compliance framework

Internal Audit: The Company has in place an internal audit framework with a risk based audit approach. The basic philosophy of risk based internal audit is to provide reasonable assurance to the Board Audit Committee and top management about the adequacy and effectiveness of the risk management and control framework in the Company.

Review of controls is undertaken by internal audit through execution of internal audits as per risk based audit plan. The internal audit covers auditing of processes, transactions and systems. Key audit observations and recommendations made are reported to the Board Audit Committee every quarter. Implementation of the recommendations is actively monitored.

The internal audit function is capable of reviewing and assessing the adequacy and effectiveness of, and the Company''s adherence to its internal controls as well as reporting on its policies and procedures.

Compliance: The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/procedures and an employee code of conduct, which govern day-to-day activities to ensure compliance. The Compliance function disseminates relevant laws, regulations and circulars related to insurance, anti-money laundering and other regulatory requirements, to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued by the regulatory authorities. The Compliance team also monitors the adequacy of the compliance framework across the Company. Key issues observed as part of this monitoring are reported to the Board Audit Committee, and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee on a quarterly basis.

Risk Management

The Company recognises that risk is an integral element of the business and managed acceptance of risk is essential for the generation of shareholder value. The risk governance structure of the Company consists of the Board, the Board Risk Management Committee (BRMC), the Executive Risk Committee (ERC) and its sub-committees. The Board approved risk policy details identification, measurement, monitoring and control standards relating to the various individual risks, namely investment (market, credit and liquidity), insurance and operational risks.

1. Investment risk

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

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

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

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

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

2. Insurance risk

Insurance risk is the risk arising because of mis-estimation of the best estimate or because of random fluctuations in the frequency, size and timing of insurance liabilities. Insurance risk is composed of the

following components: mortality, morbidity, persistency and expense

risk. These risks are mitigated through:

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

(b) Reinsurance: The Company uses appropriate reinsurance arrangements, including catastrophe reinsurance, to manage insurance risk. The arrangements are with select and financially sound reinsurers. The Company''s reinsurance exposures are considered and approved by the ERC periodically.

(c) Underwriting and claims controls: Underwriting and claims policies and procedures are in place to assess and manage mortality and morbidity risks. The Company seeks to minimise these risks by diversifying its business portfolio and adhering to appropriate and segmented underwriting norms. The Company conducts periodic reviews of both underwriting and claims procedures.

(d) Experience analysis: The Company conducts its experience analysis regularly to ensure that corrective action can be initiated at the earliest opportunity and that assumptions used in product pricing, reserving and embedded value reporting are in line with experience. The Company actively monitors its claims experience, persistency levels and expense ratios.

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

3. Operational risk

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

The Company uses the following approaches to manage the risk:

(a) The Company develops and monitors mitigation plans for high risk items identified through the Risk Control Self-Assessment (RCSA) done by each business function, loss events and/or audit findings.

(b) The Company actively promotes a risk awareness culture by improving understanding through communication and education amongst management, employees, contractors and vendors. It further engages with the law enforcement agencies to create awareness on various insurance frauds and emerging issues

(c) Use of insurance: The Company periodically evaluates the purchase of insurance to mitigate operational risk.

(d) Fraud Management: The Company follows both a proactive and reactive approach to manage fraud. Proactive management is done by using triggers to identify suspected frauds and through random sample checks. Reactive management is done through incident management. Investigation is done for identification of process/system failures and/or identification of responsible internal/external parties. The Company ensures implementation of controls to prevent repeat incidents, financial recovery process and disciplinary action against involved employees in accordance to Malpractice Matrix. It also initiates actions through law enforcement authorities based on severity of the incident.

(e) Outsourcing Risk: Processes of the Company are outsourced as permitted under the regulatory guidelines. The Company carries out required due-diligence for any new activity or vendor empanelment.

(f) Business Continuity Management (BCM): The Company has a BCM framework to ensure resilience and continuity of key products and services at minimum acceptable level to achieve business-as usual presence in the market place and safety of human resources. This includes systems and processes including use of disaster recovery sites and business continuity drills for critical processes.

(g) Information Security: The Company has an information security framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organization.

(h) Whistle-blower policy that facilitates reporting of observed breaches. Employee Code of Conduct that is laid out with a malpractice matrix prescribing disciplinary action including caution, deterrent action and termination based on the nature and seriousness of non-compliant behavior.

Whistle Blower Policy

The Company has formulated a Whistle blower Policy to encourage employees to report matters without the risk of subsequent victimisation, discrimination or disadvantage. As per the Policy, employees can raise concerns related to breach of any law, statute or regulation, issues related to accounting policies and procedures, acts resulting in financial loss or loss of reputation, misuse of office, suspected/actual fraud and criminal offences, non-compliance to anti-bribery & anti-corruption policy by the Company or its employees to the Board Audit Committee through specified channels. This mechanism has been communicated and posted on the Company''s intranet.

Code of Conduct for Prevention of Insider Trading

The Company has a Code of Conduct for Prevention of Insider Trading . The objective of the Code is to prohibit insider trading in any manner by the Designated Persons and to maintain confidentiality of unpublished price sensitive information and access to information on a "need to know" basis.

The Code is applicable to all "Designated Persons" and their "Immediate Relatives" as defined in the Code.

Code of business conduct and ethics

The Board of Directors has approved a Code of Business Conduct and Ethics for Directors and employees of the Company. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company.

The Code lays down the broad framework of general guiding principles. Sexual Harassment Policy

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment. The Company has a laid down policy on sexual harassment at work place and has communicated to all its employees about the same. The Company believes in providing a safe working environment at the workplace. On an ongoing basis, the Company creates education & awareness amongst employees through training program/ seminars, e-mail campaigns.

CORPORATE GOVERNANCE

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

Board of Directors

The Company has a broad-based Board of Directors, constituted in compliance with the Companies Act, 2013 and in accordance with IRDAI Corporate governance guideline, 2009. The Board comprises four Directors nominated by ICICI Bank Limited, two nominated by Prudential Plc, four independent Directors, the Managing Director & CEO and two Executive Directors. Except the Managing Director & CEO and two Executive Directors, all other Directors including the Chairperson of the Board are non-executive Directors. There is a clear segregation of responsibility and authority between the non-executive Directors and the executive management. The Board is responsible for overall corporate strategy and other responsibilities as laid down by IRDAI under the Corporate Governance guidelines. The Managing Director & CEO and the Executive Directors oversee implementation of strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of executive, non-executive and independent Directors. None of the Directors are related to any other Director or employee of the Company.

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at its Board Meeting held on April 26, 2016.

The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has constituted eight Committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Customer Service & Policyholders'' Protection Committee, Board Nomination and Remuneration Committee, Board Corporate Social Responsibility Committee, Stakeholders Relationship Committee (earlier known as Share Transfer Committee) and With Profits Committee.

There were six Meetings of the Board during FY2016 - on April 24, 2015, July 28, 2015, September 30, 2015, October 27, 2015, December 16, 2015 and January 19, 2016. The maximum interval between any two meetings did not exceed 120 days. The names of the Directors with their qualification and field of specialisation are set out in the following table:

Name of the Director	Directors Identification Number (DIN)	Qualification	Field of specialisation
Nominee Directors
Ms. Chanda Kochhar, Chairperson	00043617	MMS - Finance, ICWA	Banking, Financial Services
Mr. N. S. Kannan	00066009	Bachelor of Engineering (Honours) PGDM, Chartered Financial Analyst (ICFAI)	Banking, Financial Services
Mr. K. Ramkumar	00244711	B. Sc, PG Diploma in Personnel & Industrial Relations Management	Human Resources Management, Customer Service and Operations
Mr. Rajiv Sabharwal	00057333	B.Tech. (IIT Delhi), PGDM	Banking, Financial Services
Mr. Barry Stowe1	00953024	BA - Politics	Life Insurance, fund management
Mr. Tony Wilkey2	02337488	MBA	Insurance, asset management
Mr. Adrian O''Connor	02417554	Fellow of the Institute of Actuaries and Fellow of Society of Actuaries	Financial management, strategic planning
Independent Directors
Mr. Keki Dadiseth3	00052165	B. Com, F.C.A (England and Wales)	Finance
Prof. Marti G. Subrahmanyam	00306761	B.Tech, PGDM, Ph.D.	Corporate finance, capital markets and international finance
Ms. Rama Bijapurkar	00001835	B.Sc (Hon.), PGDM	Market strategy
Mr. Vinod Kumar Dhall	02591373	LLB , M.Sc, Masters degree in Mathematics	Corporate Affairs, Law and Insurance
Mr. V. Sridar	02241339	B. Com (Hons), FCA	Banking, Finance and Accountancy
Executive Directors
Mr. Sandeep Bakhshi, Managing Director & CEO	00109206	B.E (Mech), PGDM	Banking, Insurance, Financial Services
Mr. Puneet Nanda	02578795	B.E, PGDM	Insurance, Financial Services
Mr. Sandeep Batra	03620913	B.Com, F.C.A., A.C.S.	Banking, Insurance, Financial Services

1. Mr. Barry Stowe ceased to be a Nominee Director with effect from July 28, 2015.

2. Mr. Tony Wilkey was appointed as the Nominee Director with effect from July 29, 2015.

3. Mr. Keki Dadiseth was an independent director of the Company up to April 25, 2016.

The names of the Directors and their attendance at Board Meetings during the year are set out in the following table:

Name of the Director	Board Meetings attended/	Number of other directorships			Number of other
	held during the year	Of Indian public limited companies1	Of other companies2		committee3 memberships
Nominee Directors Ms. Chanda Kochhar, Chairperson	6/6	4		3
Mr. N. S. Kannan	5/6	4		2	1
Mr. K. Ramkumar	3/6	2		-	-
Mr. Rajiv Sabharwal	5/6	2		-	-
Mr. Tony Wilkey4	2/4	-		1	-
Mr. Barry Stowe5 Mr. Adrian O''Connor	1/2 3/6		N. A.
Independent Directors Mr. Keki Dadiseth6	6/6	9		1	8
Prof. Marti G. Subrahmanyam	4/6	-		3	-
Ms. Rama Bijapurkar	6/6	3		1	2
Mr. Vinod Kumar Dhall	5/6	6		-	6
Mr. V. Sridar	6/6	7		-	9
Executive Directors Mr. Sandeep Bakhshi, Managing Director & CEO	5/6	2
Mr. Puneet Nanda	5/6	1		-	-
Mr. Sandeep Batra	5/6	2		1	1

1. Comprises public limited companies incorporated in India.

2. Comprises private limited companies incorporated in India and foreign companies but excludes Section 8 companies and not for profit foreign companies.

3. Comprises only Audit Committee and Shareholders''/Investors'' Grievance Committee of Indian public companies.

4. Mr. Tony Wilkey was appointed as the Nominee Director with effect from July 29, 2015.

5. Mr. Barry Stowe resigned as the Nominee Director with effect from July 28, 2015.

6. Mr. Keki Dadiseth was an independent director of the Company up to April 25, 2016.

In accordance with the provision of section 152 of the Companies Act, 2013, Mr. K. Ramkumar (DIN: 00244711) and Mr. Sandeep Batra (DIN: 03620913) would retire by rotation at the ensuing AGM. Mr. Sandeep Batra, being eligible has offered himself for re-appointment.

Annual evaluation by the Board

There is a well defined framework for performance evaluation of the Board/Chairperson/ whole-time directors and Independent Directors. The evaluation of the Board/Chairperson/ whole-time directors and Independent Directors for FY2016 was completed through an online survey portal.

Meeting of Independent Directors

During FY2016, the meeting of the Independent Directors was held on April 24, 2015. The names of the Independent Directors and their attendance at Independent Directors Meeting during the year are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Keki Dadiseth	1/1
Prof. Marti G. Subrahmanyam	1/1
Ms. Rama Bijapurkar	1/1
Mr. Vinod Kumar Dhall	1/1
Mr. V. Sridar	1/1

Board Committees

The details of Board Committees are as follows:

a) Board Audit Committee

The primary objective of the Committee is to monitor and provide an effective supervision of the financial reporting process, with high levels of transparency, integrity and quality of financial reporting. The Committee shall oversee the work of internal audit & compliance functions and ensure deployment of policies for an effective control mechanism including mechanism to address potential conflict of interest among stakeholders. The Committee has the authority and responsibility to select, evaluate and recommend the statutory auditors in accordance with law. The Committee shall ensure independence of control functions demonstrated by a credible reporting arrangement.

Terms of Reference:

I. Accounts & Audit

Oversee the financial statements, financial reporting, statement of cash flow and disclosure processes both on an annual and quarterly basis.

Recommend the appointment, re-appointment and, if required, the replacement or removal; remuneration, performance and oversight of the work of the auditors (internal/statutory/concurrent) and to review and monitor the auditor''s independence and performance, and effectiveness of audit process.

Oversight of the procedures and processes established to attend to issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person including evaluation of risk management systems.

Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern.

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

Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

- Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustments made in the financial statements arising out of audit findings.

- Compliance with listing and other legal requirements relating to financial statements to the extent applicable.

- Approval or any subsequent modification and disclosure of any related party transactions of the Company.

- Qualifications in the draft audit report.

To the extent applicable review with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

Review of housekeeping items, particularly review of suspense balances, reconciliations (including Subsidiary General Ledger (SGL) accounts) and other outstanding assets & liabilities.

II. Internal Audit

Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

Oversee the efficient functioning of the internal audit department and review its reports. The Committee will additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice.

Set-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms.

Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Review with the management, performance of internal auditors, and the adequacy of the internal control systems.

Look into the reasons for substantial defaults in the payment, if any, to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

Review the functioning of the Whistle Blower mechanism.

III. Compliance & Ethics

- Monitor the compliance function and the Company''s risk profile in ! respect of compliance with external laws and regulations and internal policies, including the Company''s code of ethics or conduct.

Review reports on the above and on proactive compliance activities aimed at increasing the Company''s ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations

and the controls and other measures in place to help detect and address the same.

- Supervise and monitor matters reported using the Company''s whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations.

- Advise the Board on the effect of the above on the Company''s conduct of business and helping the Board set the correct "tone at the top" by communicating, or supporting the communication, throughout the Company of the importance of ethics and compliance.

Approve compliance programmes, reviewing their effectiveness on a regular basis and signing off on any material compliance issues or matters.

Review key transactions involving conflict of interest.

Review the Anti Money Laundering (AML)/Counter - Financing of Terrorism (CFT) policy annually and review the implementation of the Company''s AML/CFT programme.

Review compliance of Insurance Regulatory & Development Authority of India (IRDAI) Corporate Governance guidelines.

Monitor the directives issued/penalties imposed/penal action taken against the Company under various laws and statutes and action taken for corrective measures.

Composition

There were five Meetings of the Board Audit Committee held during FY2016

- on April 23, 2015, June 25, 2015, July 27, 2015, October 26, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Keki Dadiseth - Chairman1	5/5
Mr. K. Ramkumar Mr. Adrian O''Connor	3/5 0/5
Mr. V. Sridar2	5/5
Mr. Vinod Kumar Dhall	4/5
Prof. Marti G. Subrahmanyam3	-

1. Was an Independent Director and Chairman of Audit Committee upto April 25, 2016

2. Appointed as a Chairman of the Audit Committee with effect from April 26, 2016

3. Appointed as a member of the Audit Committee with effect from April 26, 2016

b) Board Risk Management Committee

The Committee reviews the Risk Management policy of the Company, including Asset Liability Management (ALM), to monitor all risks across the various lines of business of the Company and establish appropriate systems to mitigate such risks. The Committee also reviews the risk appetite and risk profile of the Company. The Committee oversees the effective operation of the risk management system and advises the Board on key risk issues.

Terms of Reference:

A. Risk Management

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

ii. Maintaining a group wide and aggregated view of the risk profile of the Company in addition to the individual risk profiles;

iii. Reporting to the Board details of the risk exposures and the actions taken to manage the exposures;

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

B. Asset Liability Management (ALM)

i. Formulating and implementing optimal ALM strategies, both at the product and enterprise level and meeting risk versus reward objectives;

ii. Reviewing the Company''s overall risk appetite and laying down the i risk tolerance limits;

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

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

v. Setting the risk/reward objectives i.e. the risk appetite of the Company informed by assessment of policyholder expectations

vi. Quantifying the level of risk exposure Composition

There were four Meetings of the Board Risk Management Committee held during FY2016 - on April 23, 2015, July 27, 2015, October 20, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Prof. Marti G. Subrahmanyam - Chairman	4/4
Ms. Rama Bijapurkar	3/4
Mr. N. S. Kannan	2/4
Mr. Adrian O''Connor	0/4

c) Board Investment Committee

The Investment Committee assists the Board in fulfilling its oversight responsibility for the investment assets of the Company. The Committee is responsible for formulating the overall investment policy and establishing a framework for its investment operations with adequate controls. The Committee also monitors investment performance against the applicable benchmarks and provide guidance for protection of shareholders'' and policyholders'' funds.

Terms of Reference:

Responsible for the statement and review of the Investment Policy and operational framework for the investment operations of the Company. The Investment Policy and operational framework should, inter alia, encompass aspects concerning liquidity for smooth operations, compliance with prudential regulatory norms on investments, risk management/mitigation strategies to ensure commensurate yield on investments in line with policyholders'' reasonable expectations and above all protection of policyholders'' funds.

Put in place an effective reporting system to ensure compliance with the Investment Policy set out by it apart from Internal/Concurrent Audit mechanisms for a sustained and on-going monitoring of Investment Operations.

To furnish a report to the Board on the performance of Investments atleast on a quarterly basis and provide an analysis of its Investment portfolio and on the future outlook.

Composition

There were four Meetings of the Board Investment Committee held during FY2016 - on April 23, 2015, July 27, 2015, October 20, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Prof. Marti G. Subrahmanyam - Chairman	4/4
Mr. N. S. Kannan	2/4
Mr. Adrian O''Connor	0/4
Mr. Sandeep Bakhshi	4/4
Mr. Sandeep Batra	4/4
Mr. Satyan Jambunathan*	4/4
Mr. Manish Kumar*	4/4
Mr. Binay Agarwala*	4/4

* As per IRDAI regulation Board Investment Committee shall also have Appointed Actuary, Chief Investment Officer and Chief Financial Officer as members

d) Board Customer Service & Policyholders'' Protection Committee

The Board Customer Service & Policyholders'' Protection Committee will assist the Board to protect the interests of the policyholders and improve their experiences in dealing with the Company at all stages and levels of their relationship with the Company. In this connection, the Committee aims to upgrade and monitor policies and procedures for grievance redressal and resolution of disputes, disclosure of "material information" to the policy holders, and compliance with the regulatory requirements

Terms of Reference:

Putting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including misselling by intermediaries

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

Review of the mechanism at periodic intervals

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

Review the status of complaints of the policyholders at periodic intervals

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

Provide details of insurance ombudsmen to the policyholders

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

Oversee the functions of the customer service council

Review measures for enhancing the quality of customer service

Provide guidance to improve in the overall satisfaction level of customers

The Company has a Grievance Redressal Committee. The key discussions of the GRC Meeting are put up at the Board Customer Service & Policyholders''

Protection Committee for information. The GRC is formed to provide effective grievance redressal to the policyholders. The GRC consists of two external members and three members from senior management team of the Company. Mr. R. Narayanan, an external member, chairs the GRC. As part of the grievance redressal mechanism, the GRC constituted as the final authority to address the policyholders'' grievances before approaching | the Regulator and the Ombudsman office. The GRC meets on a quarterly basis with the following terms of reference:

a) Evaluate feedback on quality of customer service and claims experience.

b) Review and approve representations received on claims repudiations.

c) Ensure that the Company follows all prescribed regulatory requirements on policyholder service.

d) Submit report on its performance to the Customer Service & Policyholder Protection Committee (CS & PPC) on a quarterly basis.

The key discussions of the GRC Meeting are put up at the Board Customer Service & Policyholders'' Protection Committee for information.

Composition

There were four Meetings of the Board Customer Service & Policyholders'' Protection Committee held during FY2016 - on April 23, 2015, July 27, 2015, October 26, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Vinod Kumar Dhall - Chairman	4/4
Mr. K. Ramkumar	4/4
Mr. Adrian O''Connor	0/4

e) Board Nomination and Remuneration Committee

The Board Nomination & Remuneration Committee shall assist the Board to formulate policies relating to the composition & remuneration of the directors, key managerial personnel, other employees consistent with criteria approved by the Board. The Committee shall coordinate and oversee the self-evaluation of the performance of the Board and succession planning for senior management. The Committee shall ensure that the Board comprises competent and qualified Directors.

Terms of Reference:

To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director''s performance.

To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully.

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

To approve the compensation programme and to ensure that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

Composition

There were three Meetings of the Board Nomination & Remuneration Committee held during FY2016 - on April 24, 2015, July 28, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Ms. Rama Bijapurkar - Chairperson	3/3
Prof. Marti G. Subrahmanyam	3/3
Mr. Vinod Kumar Dhall	3/3
Mr. K. Ramkumar	1/3
Mr. Adrian O''Connor	1/3

f) Board Corporate Social Responsibility (CSR) Committee

The purpose of the Committee is to formulate and recommend to the Board the CSR policy of the Company. It will also formulate the annual CSR plan, and monitor the CSR activities and compliance with the CSR policy from time to time. Corporate Social Responsibility Policy of the Company as per section 135 of the Companies Act, 2013 is put up on the Company''s website.

Terms of Reference:

To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company.

To recommend the amount of expenditure to be incurred on the Corporate Social Responsibility activities.

To monitor the Corporate Social Responsibility Policy of the Company from time to time.

Composition

There were two Meetings of the Board Corporate Social Responsibility Committee held during FY2016 - on April 23, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Vinod Kumar Dhall - Chairman	2/2
Mr. K. Ramkumar	2/2
Mr. Adrian O''Connor	0/2

g) Stakeholders Relationship Committee⁴

Terms of reference:

Consider and review redressal and resolutions of the grievances of the security holders of the company, including those of shareholders, debenture holders and other security holders

Approval and rejection of transfer and transmission of shares or securities, including preference shares, bonds, debentures and securities

Approval and rejection of requests for split and consolidation of share certificates

Approval and rejection of issue of duplicate share, issued from time to time

4. Earlier known as Share Transfer Committee. It is renamed as Stakeholders Relationship Committee with effect from April 26, 2016

Redemption of securities and the listing of securities on stock exchanges Allotment of shares and securities Any other activities which are incidental or ancillary thereto Members:

Mr. Vinod Kumar Dhall (Chairman)

Mr. Keki Dadiseth*

Mr. Sandeep Bakhshi, Managing Director & CEO Mr. Sandeep Batra, Executive Director**

* Was a member upto April 25, 2016

** Appointed as a member with effect from April 26, 2016

During the year, no meeting of the Share Transfer Committee was held.

h) With Profits Committee Terms of reference:

Maintaining the asset shares, at policy level, and ensuring that only the portion of expenses representing this business shall be allocated and interest rate credits to these asset shares represent the underlying assets of these funds.

Determining the asset share for each product in accordance with the guidance or practice standards, etc. issued by the Institute of Actuaries of India.

Providing approval for the detailed working of the asset share, the expense allowed for, the investment income earned on the fund, etc. which were represented in the asset share.

Composition

There were two Meetings of the With Profits Committee held during FY2016 - on April 17, 2015 and February 26, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. V. Sridar - Chairman	2/2
Mr. Adrian O'' Connor	0/2
Mr. N. S. Kannan	2/2
Mr. Sandeep Bakhshi	2/2
Mr. N. M. Govardhan*	2/2
Mr. Satyan Jambunathan*	2/2

* As per IRDAI regulations With Profits Committee shall also have an Independent Actuary and Appointed Actuary as members.

Criteria for appointment of Directors & Senior Management

The Company has a well defined Policy for determining criteria for appointment of Directors & Senior Management personnel.

Compensation & Benefits Policy

The Compensation & Benefits Policy is applicable to the Whole time Directors, Key Managerial Personnel (KMP), Senior Managerial Personnel (SMP) and other employees.

Philosophy on compensation and benefits

The Company''s philosophy on compensation and benefits is based on the ethos of meritocracy. The twin pillars of the performance management

system and talent management system are closely intertwined with the compensation and benefits policy of the Company. The Company follows the cost to Company approach while determining the compensation and benefits structure. While the Company aims to ensure internal and external equity consistent with emerging market trends, the Company''s business model and affordability based on business performance sets the overarching boundary conditions.

Compensation structure

To meet the organisational objective of attracting, rewarding and retaining talent, compensation is delivered through a holistic composition of instruments as given below:

Annual Guaranteed Pay Variable Pay Long-term Pay Non-cash Benefits Malus and Claw back

Review of compensation & benefits'' practices

The review of compensation decisions involve:

Review of the prevalent and emerging trends in the market with

specific reference to compensation and benefits provided

Review of compensation and benefits policies in line with emerging

employee needs and organisational priorities

Decisions pertaining to annual increments, bonus payout, stock option

grants, promotions and benefits at various levels

As provided under Article 135 of the Articles of Association of the Company, the fees payable to the Non-Executive Directors (other than nominee Directors of ICICI Bank Limited and Prudential i.e. the promoter group) for attending a Meeting of the Board or Committee thereof are decided by the Board of Directors from time to time within the limits prescribed by the Companies Act, 2013 or the Central Government. The Board of Directors has approved the payment of '' 100,000 as sitting fees for each Meeting of Board and '' 20,000 as sitting fees for each Meeting of Committee attended. This amount is within the limits prescribed as per rule 4 of Companies (Appointment & Remuneration) Rules, 2014 of the Companies Act, 2013. Other than the sitting fee no other remuneration is paid to the Non-Executive Directors.

Sitting fees paid to independent Directors during the financial year ended March 31, 2016:

Name of the Director	Amount (in '')
Mr. Keki Dadiseth	700,000
Prof. Marti G. Subrahmanyam	620,000
Ms. Rama Bijapurkar	720,000
Mr. Vinod Kumar Dhall	760,000
Mr. V. Sridar	740,000

* As per requirements of IRDAI regulations, Mr. N. M. Govardhan being an Independent Actuary is required to be a member of the With Profits Committee and is paid fees of '' 200,000 for attending the Meetings.

The following special resolutions were passed by the members during the last three Annual General Meeting:

General Body Meetings

The details of the last three Annual General Meetings (AGM) are given below:

Financial Year ended	Day, Date	Start time	Venue
Thirteenth AGM	Thursday, June 20, 2013	11.00 a.m.	ICICI Prudential Life Insurance Company Limited, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025
Fourteenth AGM	Monday, June 23, 2014	4.30 p.m.	ICICI Prudential Life Insurance Company Limited, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025
Fifteenth AGM	Thursday, June 25, 2015	10.00 a.m.	ICICI Prudential Life Insurance Company Limited, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025

Annual General Meeting held on June 20, 2013

Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

Annual General Meeting held on June 23, 2014

Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

Revision in remuneration payable to Mr. Sandeep Batra, Executive Director. Annual General Meeting held on June 25, 2015

Re-appointment & Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

Re-appointment & Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

Revision in remuneration payable to Mr. Sandeep Batra, Executive Director.

General Shareholder Information

General Body Meeting__Day, Date__Venue_

Sixteenth AGM Friday, June 24, 2016 ICICI Prudential Life Insurance

at 11.00 a.m. Company Limited, 1089

Appasaheb Marathe Marg, PrabhadevUMumbai400025__

Extra Ordinary General Meeting

The details of the last Extra Ordinary General Meeting (EGM) is given below:

Day, Date__Start time__Venue_

Monday, January 18, 1.00 p.m. ICICI Prudential Life Insurance

2016 Company Limited, 1089

Appasaheb Marathe Marg, PrabhadevUMumbai400025__

The following special resolutions were passed by the members during the Extra Ordinary General Meeting held as above:

Special grant of Employee Stock Options of ICICI Bank Limited to Mr. Sandeep Bakhshi

Special grant of Employee Stock Options of ICICI Bank Limited to Mr. Puneet Nanda

Special grant of Employee Stock Options of ICICI Bank Limited to Mr. Sandeep Batra

Share Transfer System

The Company''s investor services are handled by 3i Infotech Limited (3i Infotech). 3i Infotech is a SEBI registered Category I - Registrar to an Issue & Share Transfer (R&T) Agent.

Transfer Agent

The address of the Registrar and Transfer Agent of the Company is as follows.

3i Infotech Limited International Infotech Park Tower 5, 3rd Floor Vashi Railway Station Complex Vashi, Navi Mumbai 400 703 Maharashtra, India Tel No. : 91-22-4113 8000 Fax No. : 91-22-4113 8099

ADDITIONAL INFORMATION Conservation of Energy and Technology absorption

In view of the nature of business activity of the Company, the information relating to the conservation of energy and technology absorption, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not required to be given.

Foreign exchange earnings and outgo

Details of foreign exchange earnings and outgo required under section 134(3)(m) of The Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules, 2014 are as under:

Employee Stock Option Schemes

The Company has an employee stock option scheme. The Employee Stock Option Scheme - 2005 (ESOS 2005) was approved by the shareholders vide a special resolution on March 28, 2005. The summary information on ESOS 2005 is provided as Annexure E to this Report.

Ind AS Implementation

Ministry of Corporate Affairs (MCA) has issued a roadmap for implementation of Ind AS converged with International Financial Reporting Standard (IFRS). Subsequently, IRDAI issued a circular on March 1, 2016 on implementation of Ind AS in insurance sector. Board of Directors in their meeting dated April 26, 2016 have taken on record the circular on Ind AS implementation.

The Board Audit Committee has been entrusted with the responsibility of overseeing the progress of the Ind AS implementation process and report to the Board quarterly. Accordingly, the details of Ind AS implementation strategy was presented to the Committee.

The Company has set up a steering committee for implementation of Ind AS comprising of an Executive Director, CFO, Appointed Actuary and Chief of Operations and IT. Audit Committee would oversee the progress of the implementation and report quarterly to the Board including the impact of Ind AS implementation on financial position/adequacy of solvency capital and other relevant aspects. The Company is also required to submit proforma Ind AS financial Statements to IRDAI from the quarter ended December 31, 2016 onwards.

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3) (c) of the Companies Act, 2013 and the Corporate Governance Guidelines, the Board of Directors confirm:

(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors are grateful to the Insurance Regulatory & Development Authority of India, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Directors would also like to take this opportunity to express sincere thanks to its valued customers for their continued patronage.

The Directors express their gratitude for the valuable advice and guidance received from time to time, from the auditors and the statutory authorities. The Directors express their deep sense of appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to retain market leadership in its business operations. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board

Date : April 26, 2016 Chanda Kochhar

Place : Mumbai Chairperson

---

Mar 31, 2015

TO THE MEMBERS

ICICI Prudential Life Insurance Company Limited

The Directors have pleasure in presenting the fourteenth Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2015.

PERFORMANCE Industry in FY2015

The new business premiums of life insurance industry declined by 10.3% in FY2015 in terms of retail weighted received premium (RWRP). Private players registered a growth of 15.9% compared to a decline of 3.4% in FY2014. Some of the key industry trends were:

Increase in linked products mix: The declining trend in linked mix was reversed and linked mix increased to 11% for the industry (based on new business premium) for 9m-2015 as compared to 7% for FY2014. For the private players, the linked mix increased to 36% for 9m-2015 from 29% for FY2014.

Increase in banc assurance mix: Contribution by banc assurance channel to the new business premium of the private players has increased to 47% for 9m-2015 compared to 44% for FY2014.

Company in FY2015

The Company registered an increase in market share to 11.3% for FY2015 from 7.2% in FY2014 based on RWRP The Company''s RWRP registered a strong growth of 41.3% to '' 45.96 billion in FY2015 as compared to '' 32.53 billion in FY2014. Among the private players, the market share increased to 23.0% from 18.9% in FY2014¹.

Total gross premium collected by the company registered a growth of 23.2% to '' 153.06 billion in FY2015 from '' 124.29 billion in FY2014. Our continued focus on customer retention has resulted in increase in retail renewal premium by 18.2% to '' 95.71 billion in FY2015 from '' 81.00 billion in FY2014. The 13th month persistency ratios has also improved significantly to 79.3% in 11m-2015 compared to 71.5% in FY2014.

Agency channel was able to arrest the year on year declining trend with a growth of 22.1% in FY2015 as against decline of 19.7% last year. The Company successfully integrated a new banc assurance relationship with Standard Chartered Bank which further strengthened the franchise. Banc assurance emerged as the predominant channel with a contribution of 59.2% and a growth of 53.0% compared to 19.5% in FY2014.

Total expenses remained flat at '' 22.58 billion in FY2015 as compared to '' 22.55 billion in FY2014. This was despite a strong growth in new business premium as well as total premium. As a result Cost to RWRP ratio improved significantly to 49.1% for FY2015 as compared to 69.3% in FY2014. Profit after tax (PAT) for the Company registered a 4.3% growth and increased to '' 16.34 billion in FY2015 compared to '' 15.67 billion in FY2014. The Company was able to wipe out the accumulated losses with the balance in the P&L account of '' 0.48 billion as at March 31, 2015.

A summary of key parameters is as set out below:

('' billion)

	FY2014	FY2015
RWRP	32.53	45.96
Total retail premium	116.85	145.03
Non unit expenses	22.55	22.58
Stand alone profit after tax	15.67	16.34
Sum assured in force	2,682.80	3,065.31
Assets held	805.97	1,001.83
Cost to RWRP	69.3%	49.1%
Expense ratio	18.8%	15.4%

CONSOLIDATED FINANCIALS

('' billion)

Particulars	Standalone		Consolidated
	FY2014	FY2015	FY2014	FY2015
Profit before tax (PBT)	15.29	15.85	15.28	15.85
Provision for tax	0.38	0.49	0.38	0.49
Profit after tax (PAT)	15.67	16.34	15.66	16.34
Balance brought forward from previous year	(11.64)	(10.33)	(11.64)	(10.34)
Profit available for appropriations APPROPRIATIONS	4.03	6.01	4.02	6.00
Interim Equity Dividend	(7.93)	(5.36)	(7.93)	(5.36)
Proposed Final Dividend	(3.00)	(3.01)	(3.00)	(3.01)
Tax on Equity Dividends	(1.86)	(1.61)	(1.86)	(1.61)
General Reserve	(1.57)	4.45	(1.57)	4.45
Surplus carried to next year''s account	(10.33)	0.48	(10.34)	0.47

The financial position of the Company remained strong with a solvency margin of 336.9% in FY2015 compared to 372.3% for FY2014 against regulatory requirement of 150%. The Company has been able to maintain healthy return on invested capital at 33.9% for FY2015.

The assets under management reached a significant milestone this year with the Company becoming the only private life insurer to have an AUM of '' one trillion in March 2015. The AUM increased to '' 1,001.83 billion as at March 31, 2015 from '' 805.97 billion as at March 31, 2014.

Digitisation has been a major cornerstone of our strategy to deliver superior value to our customers. The end to end use of technology from on boarding of customers to payouts has yielded significant gains.

New business applications initiated using the digital platform stood at 93% for FY2015

50% of our renewal premium payment was completed through standing instructions and online payment mode.

92% of our payouts were made through electronic mode.

Outlook for the industry and the Company

The Indian economy and capital markets performed well in FY2015 which aided the return of retail investor to financial investment avenues. It is expected that this trend would continue going forward as well. Life insurance industry is an important component of financials saving and is expected to gain from the shift in trend. Recent events like opening of insurance sector for foreign investments, enhanced incentives for financial saving, focus on increasing financial inclusion, improving customer proposition of insurance products coupled with fundamental strengths of Indian economy (High GDP growth rate, high savings and investment rate, favourable demography) are expected to provide fillip to growth of Insurance industry in India.

The Company would continue to focus on its strategic priorities, namely:

Enhance market leadership: The Company would continue to focus on growth opportunities in the market with a customised regional strategy to strengthen relative position in every geography.

Providing superior value proposition to customers: The Company would continue to focus on providing superior customer value proposition through product design and service architecture.

Strengthen multi-channel architecture: The Company would strengthen its multichannel distribution by non-linear scale up of agency and proprietary sales force, leveraging the banc assurance franchise and focusing on quality third party distribution.

Continued focus on efficiency of operations: The Company would focus on cost efficiency and in particular would leverage the digital platform to improve customer experience and efficiency of operations.

Customer retention: The Company would strengthen mechanisms to improve the AUM growth by increasing renewal premium and curtailing surrenders.

Superior risk adjusted fund performance: The Company has in place a robust risk and investment management frame work and would continue to deliver superior risk adjusted returns to customers.

OUR REACH

The Company reaches its customers through 547 offices in 480 locations at March 31, 2015. At March 31, 2015, the Company had over 10,863 employees and over 132,463 advisors to cater to the needs of customers. The Company distributes its products through agents, corporate agents, banks, brokers, proprietary sales force (PSF) and online channels.

PRODUCTS

During the year, the Company started with a complete range of long term savings products. The bouquet of linked products allowed us to capitalise on the positive macroeconomic environment and enhance our market share. Recognising the importance of protection for customers, the Company enhanced customers'' on-boarding experience by devising a risk calibrated underwriting approach. Further, the Company will continue to design products that will provide good value proposition to our customers to help them plan for their goals.

The linked mix increased to 84.8% in FY2015 up from 66.5% in FY2014. Company has focused on increasing the overall protection component of its business as a result of which the Sum assured in force increased to '' 3,065.31 billion from '' 2,682.80 billion in FY2014.

DIVIDEND

The operations have resulted in a profit after tax of '' 16.34 billion as compared to a profit after tax of '' 15.67 billion for the previous year. The Board had approved for payment of interim dividend of '' 1.05 per share and a special dividend of '' 0.80 on September 15, 2014. Further, the Board at its meeting held on October 17, 2014 had approved payment of interim dividend of '' 1.10 per share and a special dividend of '' 0.80 per share respectively. The Board at its Meeting held on April 24, 2015 recommended a final dividend of '' 1.05 per share and a special dividend of '' 1.05 per share. Total dividend for the year is '' 5.85 per share aggregating to '' 8.37 billion for FY2015.

CLAIMS

The Company believes that claim settlement is the ultimate promise which needs to be delivered to policyholders/beneficiaries. Towards this objective, we have designed and developed robust claims processes and systems which ensure settlement of genuine claims at the earliest, thereby protecting the interest of policyholders.

The Company has demonstrated its commitment by settling over 11,500 individual mortality claims in FY2015. For non-investigated claims, the settlement was completed within an average turnaround time of 5.6 days from receipt of last requirement as compared to the regulatory norm of 30 days.

At 94.1% the company had the highest claim settlement ratio for FY2014 amongst private life insurance players.

SUBSIDIARY

The Company''s wholly owned unlisted subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM) acts as a pension fund manager under the National Pension System (NPS).

During the year ended March 31, 2015, the subscribers'' funds managed by PFM have increased by 108.7% to Rs, 3,690.0 million (previous year: Rs, 1,768.2 million). PFM has registered a profit of Rs, 1.0 million (previous year: loss of Rs, 10.7 million).

During FY2014, the PFRDA appointed eight Pension Funds to manage the pension assets of the Private Sector NPS through competitive bidding. The lowest bid for Investment Management Fees was 0.01% per annum on assets under management. As required by the terms and conditions of the bidding process, the Company has accepted the lowest bid and accordingly has been appointed as Sponsor of Pension Fund by PFRDA for the period of five years. The investment management fee has been revised to 0.01% p.a. with effect from August 01, 2014.

AUDITORS

B S R & Co. LLP and S. R. Batliboi & Co. LLP Chartered Accountants, were appointed as joint statutory auditors of the Company for FY2015 at the Fourteenth Annual General Meeting to hold office upto the conclusion of the ensuing Annual General Meeting. Pursuant to circular dated July 25, 2005 regarding the appointment of statutory auditors by insurance companies, the Insurance Regulatory and Development Authority of India (IRDAI) requires that the joint statutory auditors should retire after completion of five years and are eligible for reappointment after a cooling off period of two years. The Board proposes to re-appoint B S R & Co. LLP and S. R. Batliboi & Associates LLP, Chartered Accountants, as the Joint Statutory Auditor (being eligible for appointment and re-appointment) on the recommendation of the Audit Committee of the Company.

Secretarial Audit

As required by the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Dr. K. R. Chandratre, Company Secretary in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure A.

Admission of equity shares with Central Depository Services (India) Limited

The Company''s equity shares were admitted on the records of the Central Depository Services (India) Limited ("CDSL") in December 2014, to facilitate transfer of shares, where the transferee is holding shares in demat form with CDSL registered Depository Participant. As the members may be aware, the equity shares of the Company are already admitted on records of the National Securities Depository Limited ("NSDL").

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure B.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014, the names and relevant particulars of the employees are set out in the Annexure to the Directors'' Report.

RURAL AND SOCIAL BUSINESS

138,442 policies were issued in rural areas, constituting 22% of total policy issuances. The Company also covered more than 89,700 lives falling within the norm of ''social sector'' business.

INCREASE IN SHARE CAPITAL

The paid-up capital of the Company increased by Rs, 24.61 million (face value) pursuant to exercise of stock options granted under the Employee Stock Option Scheme taking the paid-up capital to Rs, 14.32 billion (face value) at March 31, 2015.

PUBLIC DEPOSITS

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

Corporate Social Responsibility Initiatives

The Corporate Social Responsibility policy as approved by the Board is uploaded on the Company''s website.

The Annual Report on Corporate Social Responsibility is annexed herewith as Annexure C.

Particulars of contracts or arrangements with related parties

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto is disclosed in Form No. AOC -2 appended as Annexure D.

Statement in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has established a governance framework and a control environment, commensurate with the size, scale and complexity of its operations. The corporate governance framework of the Company is based on an effective independent Board, separation of Board''s supervisory role from the executive management and constitution of Board Committees, generally comprising a majority of independent/non-executive directors and chaired by independent directors to oversee critical areas. The Board committees are supported by executive committees to oversee at an operational level. All employees are bound by the Code of business conduct and ethics approved by the Board of Directors.

The internal financial controls with reference to financial statements of the Company comprises multiple levels of oversight as follows:

1. The Company has a reporting and review framework comprising quarterly reporting and review of audited financials and investment returns to regulator and shareholders. The financials prepared are audited by joint statutory auditors, and are reviewed by Audit Committee. They are also submitted to IRDAI. Internal audit team acts exercises independent control over operational and financial processes and significant internal audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Investment operations is subject to concurrent audit certification on a daily basis.

2. The Company has deployed automation in most of the transaction processing aspects including policy administration, investment management, actuarial computations, expense processing, claims management, annuity, human resources process and accounting. System and process controls have been put in place for various sub processes.

3. The Company has also implemented the COSO 1992 framework for ensuring compliance with Sarbanes Oxley Act, 2002/Clause 49. All business processes having implication on financial results are subject to quarterly reviews. Any deficiency is discussed at Audit Committee.

4. Self-assessment through detailed compliance checklist and certification by MD are done quarterly.

5. A formal Risk and Control Self-assessment is carried out to identify and assess operational risk in all aspects related to financial controls.

Auditor''s Report

There are no qualification, reservation or adverse remark or disclaimer made by the auditors in their report.

Internal audit and compliance framework Internal Audit: The Company has in place an internal audit framework with a risk based audit approach. The basic philosophy of risk based internal audit is to provide reasonable assurance to the Board Audit Committee and top management about the adequacy and effectiveness of the risk management and control framework in the Company.

Review of controls is undertaken by internal audit through execution of internal audits as per risk based audit plan. The internal audit covers auditing of processes, transactions and systems. Key audit observations and recommendations made are reported to the Board Audit Committee every quarter. Implementation of the recommendations is actively monitored.

The internal audit function is capable of reviewing and assessing the adequacy and effectiveness of, and the Company''s adherence to its internal controls as well as reporting on its policies and procedures.

Compliance: The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/procedures and an employee code of conduct, which govern day-to-day activities to ensure compliance. The Compliance function disseminates relevant laws, regulations and circulars related to insurance, anti-money laundering and other regulatory requirements, to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued by the regulatory authorities. The Compliance team also monitors the adequacy of the compliance framework across the Company. Key issues observed as part of this monitoring are reported to the Board Audit Committee, and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee on a quarterly basis.

Risk Management

The details of Risk Management are provided in the of Enterprise Risk Management report which is a part of the annual report.

Whistle Blower Policy

The Company has formulated a Whistle blower Policy to encourage employees to report matters without the risk of subsequent victimisation, discrimination or disadvantage. As per the Policy, employees can raise concerns related to breach of any law, statute or regulation, Issues related to accounting policies and procedures, Acts resulting in financial loss or loss of reputation, misuse of office, suspected/actual fraud and criminal offences, non-compliance to Anti-bribery & anti-corruption policy by the Company or its employees to the Board Audit Committee through specified channels. This mechanism has been communicated and posted on the Company''s intranet.

Code of Conduct for Personal Investments

The Company has a Code of Conduct for personal investments. The objective of the Code is to prohibit insider trading in any manner by the Access Persons and to maintain confidentiality of unpublished price sensitive information and access to information on a "need to know" basis. The Code is applicable to all "Access Persons" and their "Family Members" as defined in this Code.

Code of business conduct and ethics

The Board of Directors has approved a Code of Business Conduct and Ethics for Directors and employees of the Company. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company.

The Code lays down the broad framework of general guiding principles. Sexual Harassment Policy

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment. The Company has a laid down policy on sexual harassment at work place and has communicated to all its employees about the same. The Company believes in providing a safe working environment at the workplace. On an ongoing basis, the Company creates education & awareness amongst employees through training programme/seminars, e-mail campaigns.

CORPORATE GOVERNANCE

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

Philosophy of Corporate Governance

The Company is committed to adopting the highest business, governance, ethical and legal standards. The Company''s corporate governance philosophy encompasses not only regulatory and legal requirements but also several voluntary practices aimed at a high level of business ethics, effective supervision and enhancement of value for all stakeholders, legally, ethically and on a sustainable basis, while ensuring fairness. The IRDAI corporate governance guidelines dated August 5, 2009.

Board of Directors

The Company has a broad-based Board of Directors, constituted in compliance with the Companies Act, 2013 and in accordance with IRDAI Corporate governance guideline, 2009. The Board comprises of fourteen Directors; four nominated by ICICI Bank Limited, two nominated by Prudential Plc, five independent Directors, the Managing Director & CEO and two Executive Directors. Except the Managing Director & CEO and two Executive Directors, all other Directors including the Chairperson of the Board are non-executive Directors. There is a clear segregation of responsibility and authority between the non-executive Directors and the executive management. The Board is responsible for overall corporate strategy and other responsibilities as laid down by IRDAI under the Corporate Governance guidelines. The Managing Director & CEO and the Executive Directors oversee implementation of strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of executive, non-executive and independent Directors to maintain the professionalism and independence of the Board. The independent Directors are eminent personalities with significant expertise in the fields of finance, insurance, law, strategy and marketing. None of the Directors are related to any other Director or employee of the Company.

The Board functions either as a full Board or through various Committees constituted to oversee specific operational areas. The Board has constituted eight Committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Customer Service & Policyholders'' Protection Committee, Board Nomination and Remuneration Committee, Board Corporate Social Responsibility Committee, Share Transfer Committee and With Profits Committee. These Committees were constituted with all or majority of members being independent/non-executive Directors and all the Committees are chained by independent Directors.

In terms of the section 152 provisions of the Companies Act, 2013 Mr. Adrian O''Connor (DIN: 02417554) and Mr. Puneet Nanda (DIN: 02578795) would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Adrian O''Connor (02417554) and Mr. Puneet Nanda (02578795) has offered himself for re-appointment.

There were four Meetings of the Board during FY2015 - on April 22, 2014, July 23, 2014, October 17, 2014 and January 16, 2015. The maximum interval between any two meetings did not exceed 120 days. The names of the Directors and their attendance at Board Meetings during the year are set out in the following table:

Name of the Director	Board Meetings attended/held during the year	Number of other directorships Of Indian public Of other limited companies1 companies2		Number of other committee3 memberships
Nominee Directors Ms. Chanda Kochhar, Chairperson	3/4	4	3
Mr. N. S. Kannan	4/4	4	1	2
Mr. K. Ramkumar	3/4	2	-	-
Mr. Rajiv Sabharwal	4/4	2	-	-
Mr. Barry Stowe	1/4	1	-	-
Mr. Adrian O''Connor	3/4	-	-	-
Independent Directors Mr. Keki Dadiseth	3/4	9		8
Prof. Marti G. Subrahmanyam	4/4	2	1	-
Ms. Rama Bijapurkar	4/4	2	1	1
Mr. Vinod Kumar Dhall	4/4	7	-	8
Mr. V. Sridar	4/4	8	1	8
Executive Directors Mr. Sandeep Bakhshi, Managing Director & CEO	4/4	2		1
Mr. Puneet Nanda	4/4	1	-	1
Mr. Sandeep Batra, (appointed w.e.f January 1, 2014)	4/4	2	1	1

1. Comprises public limited companies incorporated in India.

2. Comprises private limited companies incorporated in India and foreign companies but excludes Section 8 companies and not for profit foreign companies.

3. Comprises only Audit Committee and Shareholders''/Investors'' Grievance Committee of Indian public companies.

The Company has obtained the declarations from Independent Directors as per section 149 (6) of the Companies Act, 2013. Further, it terms of section 149 and 152 provisions of the Companies Act, 2013, the existing Independent Directors were re-appointed by the members at the Extraordinary General Meeting held on January 24, 2015 the details of tenure of these Directors are set out in the following table:

Sr. No.	Name of Director	Date of first Appointment	Date of completion of tenure of the independent directors as per Board Governance norms.
1.	Mr. Keki Dadiseth	April 26, 2006	April 25, 2016
2.	Prof. Marti G. Subrahmanyam	July 26, 2007	July 25, 2017
3.	Ms. Rama Bijapurkar	January 17, 2008	January 16, 2018
4.	Mr. Vinod Kumar Dhall	March 05, 2009	March 04, 2019
5.	Mr. V. Sridar	April 18, 2013	January 15, 2020*

* One term of five years. Can be re-appointed for another uncompleted term of five years.

Annual evaluation by the Board

There is a well defined framework for Performance evaluation of the Board/Chairperson/whole-time directors and Independent Directors. The evaluation of the Board/Chairperson/whole-time directors and Independent Directors for the financial year 2014-15 was completed through an online survey portal.

Meeting of Independent Directors

There was one Independent Directors Meetings during FY2015 on March 23, 2015. The names of the Independent Directors and their attendance at Independent Directors Meetings during the year are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Keki Dadiseth	1/1
Prof. Marti G. Subrahmanyam*	0/1
Ms. Rama Bijapurkar	1/1
Mr. Vinod Kumar Dhall	1/1
Mr. V. Sridar	1/1

^Participated through call.

Board Committees

The details of Board Committees are as follows:

a) Board Audit Committee

The primary objective of the Committee is to monitor and provide an effective supervision of the financial reporting process, with high levels of transparency, integrity and quality of financial reporting. The Committee shall oversee the work of internal audit & compliance functions and ensure deployment of policies for an effective control mechanism including mechanism to address potential conflict of interest among stakeholders. The Committee has the authority and responsibility to select, evaluate and recommend the statutory auditors in accordance with law. The Committee shall ensure independence of control functions demonstrated by a credible reporting arrangement.

Terms of Reference:

I. Accounts & Audit

- Oversee the financial statements, financial reporting, statement of cash flow and disclosure processes both on an annual and quarterly basis.

Recommend the appointment, re-appointment and, if required, the replacement or removal; remuneration, performance and oversight of the work of the auditors (internal/statutory/concurrent). Oversight of the procedures and processes established to attend to issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person.

Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern.

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

Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

Changes, if any, in accounting policies and practices and reasons for the same. Significant adjustments made in the financial statements arising out of audit findings.

Compliance with listing and other legal requirements relating to financial statements to the extent applicable.

Disclosure of any related party transactions.

To the extent applicable review with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

II. Internal Audit

Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

Oversee the efficient functioning of the internal audit department and review its reports. The Committee will additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice.

Set-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms.

Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Review with the management, performance of internal auditors, and the adequacy of the internal control systems.

Look into the reasons for substantial defaults in the payment, if any, to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

Review the functioning of the Whistle Blower mechanism.

III. Compliance & Ethics

- Monitor the compliance function and the Company''s risk profile in respect of compliance with external laws and regulations and internal policies, including the Company''s code of ethics or conduct.

Review reports on the above and on proactive compliance activities aimed at increasing the Company''s ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same.

- Supervise and monitor matters reported using the Company''s whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations.

- Advise the Board on the effect of the above on the Company''s conduct of business and helping the Board set the correct "tone at the top" by communicating, or supporting the communication, throughout the Company of the importance of ethics and compliance.

Approve compliance programmes, reviewing their effectiveness on a regular basis and signing off on any material compliance issues or matters.

Review key transactions involving conflict of interest.

Review the Anti Money Laundering (AML)/Counter - Financing of Terrorism (CFT) policy annually and review the implementation of the Companies AML/CFT programme.

Review compliance of Insurance Regulatory & Development Authority (IRDA) Corporate Governance guidelines.

Monitor the directives issued/penalties imposed/penal action taken against the Company under various laws and statutes and action taken for corrective measures.

Composition

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Keki Dadiseth - Chairman	5/6
Mr. K. Ramkumar	4/6
Mr. Adrian O''Connor	2/6
Mr. V. Sridar	6/6
Mr. Vinod Kumar Dhall*	0/0

* Appointed w.e.f January 16, 2015.

b) Board Risk Management Committee

The Committee formulates the Risk Management policy of the Company, including Asset Liability Management (ALM), to monitor all risks across the various lines of business of the Company and establish appropriate systems to mitigate such risks. The Committee also defines the risk appetite and risk profile of the Company. The Committee oversees the effective operation of the risk management system and advises the Board on key risk issues.

Terms of Reference:

A. Risk Management

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

ii. Maintaining a group wide and aggregated view of the risk profile of the Company in addition to the individual risk profiles;

iii. Reporting to the Board details of the risk exposures and the actions taken to manage the exposures;

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

B. Asset Liability Management (ALM)

i. Formulating and implementing optimal ALM strategies, both at the product and enterprise level and meeting risk versus reward objectives;

ii. Reviewing the Company''s overall risk appetite and laying down the risk tolerance limits;

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

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

v. Setting the risk/reward objectives i.e. the risk appetite of the Company informed by assessment of policyholder expectations

vi. Quantifying the level of risk exposure Composition

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

	Number of
Name of the member	meetings
	attended/held
Prof. Marti G. Subrahmanyam - Chairman	4/4
Ms. Rama Bijapurkar	4/4
Mr. N. S. Kannan	3/4
Mr. Adrian O''Connor	1/4

c) Board Investment Committee The Investment Committee assists the Board in fulfilling its oversight responsibility for the investment assets of the Company. The Committee is responsible for formulating the overall investment policy and establishing a framework for its investment operations with adequate controls. The Committee also monitors investment performance against the applicable benchmarks and provide guidance for protection of shareholders'' and policyholders'' funds.

Terms of Reference:

Responsible for the statement and review of the Investment Policy and operational framework for the investment operations of the Company. The Investment Policy and operational framework should, inter alia, encompass aspects concerning liquidity for smooth operations, compliance with prudential regulatory norms on investments, risk management/mitigation strategies to ensure commensurate yield on investments in line with policyholders'' reasonable expectations and above all protection of policyholders'' funds.

Put in place an effective reporting system to ensure compliance with the Investment Policy set out by it apart from Internal/ Concurrent Audit mechanisms for a sustained and on-going monitoring of Investment Operations.

To furnish a report to the Board on the performance of Investments atleast on a quarterly basis and provide an analysis of its Investment portfolio and on the future outlook.

Composition

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Number of Name of the member meetingsattended/held Prof. Marti G. Subrahmanyam – Chairman 4/4 Mr. N. S. Kannan 3/4 Mr. Adrian O''Connor ¼ Mr. Sandeep Bakhshi 4/4 Mr. Sandeep Batra 4/4 Mr. Satyan Jambunathan* 4/4 Mr. Manish Kumar* 4/4 Mr. Binay Agarwala* 4/4

* As per IRDAI regulation Board Investment Committee shall also have Appointed Actuary, Chief Investment Officer and Chief Financial Officer as members.

d) Board Customer Service & Policyholders'' Protection Committee

The Board Customer Service & Policyholders'' Protection Committee will assist the Board to protect the interests of the policyholders and improve their experiences in dealing with the company at all stages and levels of their relationship with the Company. In this connection, the Committee aims to upgrade and monitor policies and procedures for grievance redressal and resolution of disputes, disclosure of "material information" to the policy holders, and compliance with the regulatory requirements

Terms of Reference:

Putting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including misselling by intermediaries

Ensure compliance with the statutory requirements as laid down in the regulatory framework pertaining to policyholders'' protection Review of the mechanism at periodic intervals

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

Review the status of complaints of the policyholders at periodic intervals Provide the details of grievances at periodic intervals in such formats as may be prescribed by the Authority

Provide details of insurance ombudsmen to the policyholders Shape the customer service philosophy and policies of the organisation based on the overall environment in the financial services industry

Oversee the functions of the customer service council Review measures for enhancing the quality of customer service Provide guidance to improve in the overall satisfaction level of customers

Grievance Redressal Committee (GRC)

Grievance Redressal Committee is formed to provide effective grievance redressal to the policyholders. The Committee consists of two external members and three members from senior management team of the Company. Mr. R. Narayanan, an external member, chairs the Committee. As part of the grievance redressal mechanism, the GRC constituted as the final authority to address the policyholders'' grievances before approaching the Ombudsman office. Additionally, the GRC focuses on building and strengthening customer service orientation in the Company by initiating various measures including simplifying processes for improvement in customer service levels. The Committee meets on a quarterly basis with the following terms of reference:

a) Evaluate feedback on quality of customer service and claims experience.

b) Review and approve representations received on claims repudiations.

c) Ensure that the Company follows all prescribed regulatory requirements on policyholder service.

d) Submit report on its performance to the Customer Service & Policyholder Protection Committee (CS & PPC) on a quarterly basis.

The key discussions of the GRC Meeting are put up at the Board Customer Service & Policyholders'' Protection Committee for information.

Composition

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Vinod Kumar Dhall - Chairman	4/4
Mr. K. Ramkumar	3/4
Mr. Adrian O''Connor	2/4

e) Board Nomination and Remuneration Committee

The Board Nomination & Remuneration Committee shall assist the Board to formulate policies relating to the composition & remuneration of the directors, key managerial personnel, other employees consistent with criteria approved by the Board. The Committee shall coordinate and oversee the self-evaluation of the performance of the Board and succession planning for senior management. The Committee shall ensure that the Board comprises competent and qualified Directors. The terms of reference as per the requirements of Companies Act, 2013 were approved by the Board at their meeting held on April 22, 2014. Following are the revised terms of reference:

Terms of Reference:

To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director''s performance.

To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully.

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

To approve the compensation programme and to ensure that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

Composition

The details of the composition of the Committee and attendance at its

Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Ms. Rama Bijapurkar - Chairperson	5/5
Prof. Marti G. Subrahmanyam	4/5
Mr. Vinod Kumar Dhall	5/5
Mr. K. Ramkumar	3/5
Mr. Adrian O''Connor	3/5

f) Board Corporate Social Responsibility (CSR) Committee

The purpose of the Committee is to formulate and recommend to the Board the CSR policy of the Company. It will also formulate the annual CSR plan, and monitor the CSR activities and compliance with the CSR policy from time to time. Corporate Social Responsibility Policy of the Company as per section 135 of the Companies Act, 2013 is appended as Annexure C to this Report.

Terms of Reference:

To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company.

To recommend the amount of expenditure to be incurred on the Corporate Social Responsibility activities.

To monitor the Corporate Social Responsibility Policy of the Company from time to time.

Composition

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

	Number of
Name of the member	meetings
	attended/held
Mr. Vinod Kumar Dhall	2/2
Mr. K. Ramkumar	2/2
Mr. Adrian O''Connor	1/2

g) Share Transfer Committee

Terms of reference:

Approval and rejection of transfer and transmission of shares in physical form

Approval and rejection of requests for split and consolidation of share certificates

Approval and rejection of issue of duplicate share certificates Any other activities which are incidental or ancillary thereto Members:

Mr. Vinod Kumar Dhall (Chairman)

Mr. Keki Dadiseth

Mr. Sandeep Bakhshi, Managing Director & CEO

During the year, no Meetings of the Committee were held as there were no request for the activities listed above.

h) With Profits Committee

Terms of reference:

Maintaining the asset shares, at policy level, and ensuring that only the portion of expenses representing this business shall be allocated and interest rate credits to these asset shares represent the underlying assets of these funds.

Determining the asset share for each product in accordance with the guidance or practice standards, etc. issued by the Institute of Actuaries of India.

Providing approval for the detailed working of the asset share, the expense allowed for, the investment income earned on the fund, etc. which were represented in the asset share.

Composition

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. V. Sridar, Chairman	1/1
Mr. Adrian O'' Connor	0/1
Mr. N. S. Kannan	1/1
Mr. Sandeep Bakhshi	1/1
Mr. N. M. Govardhan*	1/1
Mr. Satyan Jambunathan*	1/1

* As per IRDAI regulations With Profits Committee shall comprises of Independent Actuary and Appointed Actuary.

Criteria for appointment of Directors & Senior Management

The Company has a well defined Policy for determining criteria for appointment of Directors & Senior Management personnel.

Compensation & Benefits Policy

The Compensation & Benefits Policy is applicable to the Whole time Directors, Key Managerial Personnel (KMP), Senior Managerial Personnel (SMP) and other employees.

Philosophy on compensation and benefits

The Company''s philosophy on compensation and benefits is based on the ethos of meritocracy. The twin pillars of the performance management system and talent management system are closely intertwined with the compensation and benefits policy of the Company. The Company follows the cost to company approach while determining the compensation and benefits structure. While the Company aims to ensure internal and external equity consistent with emerging market trends, the Company''s business model and affordability based on business performance sets the overarching boundary conditions.

Compensation structure

To meet the organisational objective of attracting, rewarding and retaining talent, compensation is delivered through a holistic composition of instruments as given below:

Annual Guaranteed Pay Variable Pay Long-term Pay Non-cash Benefits Malus and Claw back

Review of compensation & benefits'' practices

The review of compensation decisions involve:

Review of the prevalent and emerging trends in the market with specific reference to compensation and benefits provided

Review of compensation and benefits policies in line with emerging employee needs and organisational priorities

Decisions pertaining to annual increments, bonus payout, stock option grants, promotions and benefits at various levels

As provided under Article 135 of the Articles of Association of the Company, the fees payable to the Non-Executive Directors (other than nominee Directors of ICICI Bank Limited and Prudential plc i.e. the promoter group) for attending a Meeting of the Board or Committee thereof are decided by the Board of Directors from time to time within the limits prescribed by the Companies Act, 2013 or the Central Government. The Board of Directors has approved the payment of Rs, 100,000 as sitting fees for each Meeting of Board and Rs, 20,000 as sitting fees for each Meeting of Committee attended. This amount is within the limits prescribed as per rule 4 of Companies (Appointment & Remuneration) Rules, 2014 of the Companies Act, 2013. Other than the sitting fee no other remuneration is paid to the Non-Executive Directors.

Sitting fees paid to independent Directors during the financial year ended March 31, 2015:

Name of the Director	Amount (in Rs,)
Mr. Keki Dadiseth	400,000
Prof. Marti G. Subrahmanyam	640,000
Ms. Rama Bijapurkar	580,000
Mr. Vinod Kumar Dhall	620,000
Mr. V. Sridar	540,000
Mr. N. M. Govardhan	100,000

The following special resolutions were passed by the members during the last three Annual General Meeting:

General Body Meetings

The details of the last three Annual General Meetings (AGM) are given below:

Financial Year ended	Day, Date	Start time	Venue
Twelfth AGM	Monday, June 18, 2012	11.00 a.m.	ICICI PruLife Towers, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025
Thirteenth AGM	Thursday, June 20, 2013	11.00 a.m.	ICICI PruLife Towers, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025
Fourteenth AGM	Monday, June 23, 2014	4.30 p.m.	ICICI Prulife Towers, 1089, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025

Annual General Meeting held on June 18, 2012

- Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

- Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

- Revision in remuneration payable to Mr. Madhivanan Balakrishnan, Executive Director.

Annual General Meeting held on June 20, 2013

- Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

- Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

Annual General Meeting held on June 23, 2014

- Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

- Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

- Revision in remuneration payable to Mr. Sandeep Batra, Executive Director.

General Shareholder Information

General Body Meeting Day, Date & Time__Venue_

Fifteenth AGM Thursday, June 25, ICICI Prulife Towers, 1089,

2015, 10.00 a.m. Appasaheb Marathe Marg,

Prabhadevi, Mumbai - 400025

Extra Ordinary General Meeting

The details of the last Extra Ordinary General Meeting (EGM) is given below:

Day, Date__Start time__Venue_

Tuesday, January 24, 4.30 p.m. ICICI PruLife Towers, 1089

2015 Appasaheb Marathe Marg,

Prabhadevi, Mumbai 400025

The following special resolutions was passed by the members during the last Extra Ordinary General Meeting:

Appointment of Independent Directors as per Companies Act, 2013. Amendment to ESOS 2005 Scheme.

Share Transfer System

The Company''s investor services are handled by 3i Infotech Limited (3i Infotech). 3i Infotech is a SEBI registered Category I - Registrar to an Issue

& Share Transfer (R&T) Agent.

Registrar and Transfer Agent

The address of the Registrar and Transfer Agent of the Company is as follows:

3i Infotech Limited International Infotech Park Tower 5, 3rd Floor Vashi Railway Station Complex Vashi, Navi Mumbai 400 703 Maharashtra, India Tel No. : 91-22-6792 8000 Fax No. : 91-22-6792 8099

ADDITIONAL INFORMATION Conservation of Energy and Technology absorption

In view of the nature of business activity of the Company, the information relating to the conservation of energy and technology absorption, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not required to be given.

Foreign exchange earnings and outgo

Details of foreign exchange earnings and outgo required under section 134(3)(m) of The Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules, 2014 are as under:

('' ''000)
Particulars	FY2014	FY2015
Foreign exchange earnings and outgo
- Earnings	52,925	34,660
- Outgo	695,007	473,859

Employee Stock Option Schemes

The Company has an employee stock option scheme. The Employee Stock Option Scheme - 2005 (ESOS 2005) was approved by the shareholders vide a special resolution on March 28, 2005. In the interest of the option holders, during the year the Company has extended period for a further period of 3 years for the options granted between years 2005 to 2007 by modifying the definition of exercise period. The summary information on ESOS 2005 is provided as Annexure E to this Report.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c) of the Companies

Act, 2013 and the Corporate Governance Guidelines, the Board of Directors confirm:

(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors are grateful to the Insurance Regulatory & Development Authority of India, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Directors would also like to take this opportunity to express sincere thanks to its valued customers for their continued patronage.

The Directors express their gratitude for the valuable advice and guidance received from time to time, from the auditors and the statutory authorities. The Directors express their deep sense of appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to retain market leadership in its business operations. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board Chanda Kochhar

Date: April 24, 2015 Chairperson

Place: Mumbai DIN-00043617

---

Mar 31, 2014

TO THE MEMBERS

ICICI Prudential Life Insurance Company Limited

Your Directors have pleasure in presenting the fourteenth Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2014.

PERFORMANCE Industry in FY2014

The life insurance industry registered a decline of 3.4% in retail weighted new business premium (RWRP) terms for FY2014. The private sector declined by 3.4%. Some of the key trends in the industry are as follows:

The new product regulations for linked and non-linked products came into effect from January 1, 2014. This has meant a significant transition for the industry with players having to re-build their product suite.

The decline in the number of individual agents for the industry was arrested in FY2014 with number of agents increasing marginally from 2.17 million as at December 31, 2012 to 2.20 million as at December 31, 2013. For Private industry also the number of individual agents increased from 0.96 million in December 2012 to 1.00 million in December 2013. The percentage of business from agency for private players as of December 2013 was similar to December

A summary of the key metrics are as mentioned in the table below:

(Rs,billion)

Particulars	FY2013	FY2014
RWRP	33.10	32.53
Total retail premium	116.94	116.85
Non unit expenses	24.96	22.55
Profit after tax	14.96	15.67
Sum assured in force:
Basic policy	2,412.99	2,688.01
Total (Basic Riders)	2,757.71	3,020.68
Assets held	741.64	805.97
Cost to RWRP	75.4%	69.3%
Expense ratio*	19.2%	18.8%

* Expense ratio = Expenses (including commission and front line sales cost: excluding unit expenses)/(Totalpremium income - 90% of single premium)

2012.

Company in FY2014

The Company registered a decline of 1.7% in RWRP FY2014. The Company''s market share based on RWRP is expected to be around 7.2% in FY2014. Among private players, the Company maintained its leadership position with market share of 18.9% in FY2014. However, the Company increased its gap vis-a-vis its nearest private competition from 1.06 to 1.16 times.

Total premium collected by the Company declined by 8.2% from Rs,135.38 billion in FY2013 to Rs,124.29 billion in FY2014 primarily on account of decline in group premium. Retail premium was flat with new business declining marginally from Rs,36.39 billion in FY2013 to Rs,35.85 billion in FY2014 and renewal premium increasing marginally from Rs,80.55 billion in FY2013 to Rs,81.00 billion in FY2014. This increase in retail renewal premium arrests the two year trend of declining renewal premiums.

The Company registered 4.7% growth in profit after tax from Rs,14.96 billion in FY2013 to Rs,15.67 billion in FY2014. The solvency ratio for the Company remained healthy at 372.3% for FY2014. The assets under management (AUM) increased from Rs,741.64 billion as at March 31, 2013 to '' 805.97 billion as at March 31, 2014. For its unit-linked funds, the Company delivered superior fund performance and 97% of the funds have outperformed their respective internal benchmarks since inception.

The Company continued its focus on efficiency of operations. Cost to RWRP, declined from 75.4% in FY2013 to 69.3% in FY2014. Total nonunit expenses registered a decline of Rs,2.41 billion from Rs,24.96 billion in FY2013 to Rs,22.55 billion in FY2014. The digitization initiatives of the Company to facilitate customer acquisition

Outlook for the industry and the Company

We believe that given strong structural advantages like India''s favourable demographics, high rate of financial savings and improving insurance product propositions, the life insurance industry would continue to be one of the preferred instruments for longer term savings and protection.

The Company would continue to focus on its strategic priorities, specifically: and on-boarding continues to gain momentum. Capability to issue policies in less than three hours is first of its kind in the industry. For FY2014, 80% of new business applications were initiated using the online platform. In addition, 41% of the retail renewal premium was collected through electronic mode.

The Company has been strengthening mechanisms to improve persistency including ensuring higher attachment of ECS or standing instructions at the time of sale and changes in performance management and compensation design to better align distributor and sales management to focus on persistency. These have led to increase in retail renewal premium after two years and improvement in Year 1 persistency.

Enhance market leadership: The Company would continue to focus on growth opportunities in the market with a customised regional strategy to strengthen relative position in every geography.

Providing superior value proposition to

customers: The Company would continue to focus on providing superior customer value proposition through product design and service architecture.

Strengthen multi-channel architecture:

The Company would strengthen its mutli-channel distribution by non-linear scale up of agency and proprietary sales force, leveraging the bancassurance franchise and focussing on quality third party distribution. Continued focus on efficiency of operations: The Company would focus on cost efficiency and in particular would leverage the digital platform to improve customer experience and efficiency of operations. Customer retention: The Company would strengthen mechanisms to improve the AUM growth by increasing renewal premium and curtailing surrenders.

Superior risk adjusted fund performance: The Company has in place a robust risk and investment management framework to deliver superior risk adjusted returns to customers.

OUR REACH

The Company reaches its customers through 559 offices in 489 locations at March 31, 2014. At March 31, 2014, the Company had over 10,700 employees and over 171,000 advisors and is thus well equipped to cater to the needs of customers. The Company distributes its products and renders services through its offices as well as individual agents, corporate agents, banks, brokers, proprietary sales force (PSF) and online channels. The digitization initiative has helped the Company expand its reach by making us agnostic to presence of physical offices. To further this initiative, the Company has deployed more than 6,000 handheld devices.

PRODUCTS

During the year, the Company revamped its entire portfolio of products to ensure adherence to the new product regulations issued by IRDA. These regulations covered product design of all retail and group products including unit linked and traditional products. The Company currently offers a range of products across unit linked and traditional platforms to meet specific customer needs. The Company has introduced unit linked life and pension products that offer equity participation while providing a capital guarantee. In FY2014, the Company had a balanced product mix with traditional products contributing to 33.9% of the retail new business premium.

DIVIDEND & TRANSFER TO RESERVES

The financial operations have resulted in a profit after tax of Rs,15.67 billion as compared to a profit after tax of Rs,14.96 billion for the previous year. The Board at its Meetings held on July 16, 2013, October 18, 2013 and January 16, 2014 had approved payment of interim dividend of Rs,1.00 per share, Rs,1.05 per share and Rs,1.15 per share respectively. Further, the Board at its Meetings held on October 18, 2013 and January 16, 2014 had approved payment of special dividend of Rs,1.10 per share, Rs,1.25 per share respectively. The Board at its Meeting held on April 22, 2014 recommended a final dividend of Rs,1.05 per share and a special dividend of Rs,1.05 per share. Total dividend for the year is Rs,7.65 per share aggregating to Rs,10.93 billion for FY2014. An amount of Rs,1.57 billion was transferred to the reserves of the Company at March 31, 2014.

CLAIMS

The Company believes that claim settlement is the ultimate promise which needs to be delivered to policyholders/beneficiaries. Towards this objective, we have designed and developed robust claims processes and systems which ensure settlement of genuine claims at the earliest, thereby protecting the interest of policyholders.

The Company has demonstrated its commitment by settling over 15,000 individual and group mortality claims in FY2014. For non-investigated individual claims, the claim settlement was completed within an average turnaround time of six days from receipt of last requirement as compared to the regulatory norm of 30 days.

SUBSIDIARY

The Company''s wholly owned unlisted subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM) acts as a fund manager under the National Pension System (NPS).

During the year ended March 31, 2014, the subscribers'' funds managed by PFM have increased by 144.8% to Rs,1,768.2 million (previous year: Rs,722.3 million). PFM has registered a loss of Rs,10.7 million (previous year: loss of Rs,1.0 million).

The PFRDA has proposed to select and appoint afresh eight Pension Funds to manage the pension assets of the Private Sector NPS through competitive bidding. This appointment will be valid for five years.

The Company had submitted its bid for ICICI Prudential Pension Funds Management Company Limited (PFM) as per PFRDA requirement and successfully emerged as one of the lowest eight bidders. The lowest bid for Investment Management Fees was 0.01% per annum on assets under management. As per the terms and conditions of the bidding process, the entities who agree to match the lowest bid will be selected as Pension Fund Manager by the PFRDA. Further communication in this regard is awaited from PFRDA. PFRDA has extended the validity of existing license till June 30, 2014.

BOARD OF DIRECTORS

Section 149 of the Companies Act, 2013 (the Act) which defines the composition of the Board has been notified effective April 1, 2014 and provides that an independent director shall not hold office for more than two consecutive terms of five years each provided that the director is re-appointed by passing a special resolution on completion of first term of five consecutive years.

As per the explanation provided under Section 149 of the Act, any tenure of an independent Director on the date of commencement of this Section i.e. April 1, 2014 shall not be counted as a term. The tenure of every independent director to compute the period of first five consecutive years would be reckoned afresh from April 1, 2014. The independent directors viz Mr. Keki Dadiseth, Prof. Marti G. Subrahmanyam, Ms. Rama Bijapurkar, Mr. Vinod Kumar Dhall, Mr. V. Sridar will hold office for a maximum consecutive period of five years post which they will be subject to re-appointment subject to compliance with applicable provisions of the Companies Act, 2013.

Section 152 of the Act, also notified effective April 1, 2014 provides that independent directors would need to be excluded from the total number of directors for the purpose of computing the number of directors whose period of office will be liable to determination by retirement of directors by rotation.

In terms of the aforesaid provisions, Mr. N. S. Kannan and Mr. Rajiv Sabharwal would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. N. S. Kannan and Mr. Rajiv Sabharwal has offered himself for re-appointment.

AUDITORS

S. B. Billimoria & Co. and S. R. Batliboi & Co. LLP, Chartered Accountants, were appointed as joint statutory auditors of the Company for FY2014 at the Thirteenth Annual General Meeting to hold office upto the conclusion of the ensuing Annual General Meeting. Pursuant to circular dated July 25, 2005 regarding the appointment of statutory auditors by insurance companies, IRDA requires that the joint statutory auditors should retire after completion of five years and are eligible for reappointment after a cooling off period of two years. Accordingly, BSR & Co. LLP retired as joint statutory auditors of the Company in FY2012 on completion of the maximum term of five years prescribed by IRDA. BSR & Co. LLP have completed the cooling off period of two years and are eligible for reappointment as joint statutory auditors. The Board proposes to appoint B S R & Co. LLP in place S. B. Billimoria & Co., retiring Auditor and re-appoint M/s. S. R. Batliboi & Associates LLP Chartered Accountants, as the Joint Statutory Auditor (being eligible for appointment and re-appointment) on the recommendation of the Audit Committee of the Company.

DETAILS AS PER SECTION 217(2A)

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and relevant particulars of the employees are set out in the Annexure to the Directors'' Report.

RURAL AND SOCIAL BUSINESS

212,650 policies were issued in rural areas, constituting 27% of total policy issuances. The Company also covered more than 171,700 lives falling within the norm of ''social sector'' business.

INCREASE IN SHARE CAPITAL

The paid-up capital of the Company increased by Rs,3.16 million (face value) pursuant to exercise of stock options granted under the Employee Stock Option Scheme taking the paid-up capital to Rs,14.29 billion (face value) at March 31, 2014.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

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

Philosophy of Corporate Governance

The Company is committed to adopting the highest business, governance, ethical and legal standards. The Company''s corporate governance philosophy encompasses not only regulatory and legal requirements but also several voluntary practices aimed at a high level of business ethics, effective supervision and enhancement of value for all stakeholders, legally, ethically and on a sustainable basis, while ensuring fairness. The Insurance Regulatory & Development Authority (IRDA) had issued corporate governance guidelines applicable to all insurance companies. The Guidelines have come into force effective April 1, 2010. The Company had taken necessary steps and put in appropriate processes to ensure compliance with the same.

Internal audit and compliance framework

Internal Audit: The Company has in place an internal audit framework with a risk based audit approach. The basic philosophy of risk based internal audit is to provide reasonable assurance to the Board Audit Committee and top management about the adequacy and effectiveness of the risk management and control framework in the Company.

Review of controls is undertaken by internal audit through execution of internal audits as per risk based audit plan. The internal audit covers auditing of processes, transactions and systems. Key audit observations and recommendations made are reported to the Board Audit Committee every quarter. Implementation of the recommendations is actively monitored.

The internal audit function is capable of reviewing and assessing the adequacy and effectiveness of, and the Company''s adherence to its internal controls as well as reporting on its policies and procedures.

Compliance: The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/procedures and an employee code of conduct, which govern day-to-day activities to ensure compliance. The Compliance function disseminates relevant laws, regulations and circulars related to insurance, anti-money laundering and other regulatory requirements, to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued by the regulatory authorities. The Compliance team also monitors the adequacy of the compliance framework across the Company. Key issues observed as part of this monitoring are reported to the Board Audit Committee, and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee on a quarterly basis.

Whistle Blower Policy

The Company has formulated a Whistle blower Policy to encourage employees to report matters without the risk of subsequent victimisation, discrimination or disadvantage. As per the Policy, employees can raise concerns related to breach of any law, statute or regulation, Issues related to accounting policies and procedures, Acts resulting in financial loss or loss of reputation, misuse of office, suspected/actual fraud and criminal offences, non-compliance to Antibribery & anti-corruption policy by the Company or its employees to the Board Audit Committee through specified channels. This mechanism has been communicated and posted on the Company''s intranet.

Code of Conduct for Personal Investments

The Company has a code of conduct for personal investments. The objective of the Code is to prohibit insider trading in any manner by the Access Persons and to maintain confidentiality of unpublished price sensitive information and access to information on a "need to know" basis. The Code is applicable to all "Access Persons" and their "Family Members" as defined in this Code.

Code of business conduct and ethics

The Board of Directors has approved a Code of Business Conduct and Ethics for Directors and employees of the Company. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company.

The Code lays down the broad framework of general guiding principles.

Sexual Harassment Policy

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013 provides protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment. The Company has laid down policy on sexual harassment at work place and has appraised all its employees about the same. The Company believes in providing a safe working environment at the workplace. On an ongoing basis, the Company is taking steps measures to create awareness amongst its employee by conducting/ sending its employees for various seminars/discussion forums.

Board of Directors

The Company has a broad-based Board of Directors, constituted in compliance with the Companies Act, 1956 and in accordance with IRDA Corporate governance guideline, 2009. The Board comprises of fourteen Directors; four nominated by ICICI Bank Limited, two nominated by Prudential Plc, five independent Directors, the Managing Director & CEO and two Executive Directors. Except the Managing Director & CEO and two Executive Directors, all other Directors including the Chairperson of the Board are nonexecutive Directors. There is a clear segregation of responsibility and authority between the non-executive Directors and the executive management. The Board is responsible for overall corporate strategy and other responsibilities as laid down by IRDA under the Corporate Governance guidelines. The Managing Director & CEO and the Executive Directors oversee implementation of strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of executive, nonexecutive and independent Directors to maintain the professionalism and independence of the Board. The independent Directors are eminent personalities with significant expertise in the fields of finance, insurance, law, strategy and marketing. None of the Directors are related to any other Director or employee of the Company.

Name of the Director	Board Meetings attended/held during the year	Number of other directorships Of Indian public Of other limited companies’ companies2		Number of other committee3 memberships
Nominee Directors
Ms. Chanda Kochhar, Chairperson	5/5	4	3	-
Mr. N. S. Kannan	5/5	4	1	2
Mr. K. Ramkumar	4/5	2	-	-
Mr. Rajiv Sabharwal	5/5	2	-	-
Mr. Barry Stowe	2/5	-	-	-
Mr. Adrian O''Connor Independent Directors	4/5	-	-	-
Mr. Keki Dadiseth	4/5	8	1	5
Prof. Marti G. Subrahmanyam	3/5	3	4	-
Ms. Rama Bijapurkar	3/5	1	2	1
Mr. Vinod Kumar Dhall	5/5	5	-	7
Mr. Sridar Iyengar (upto April 18, 2013)	1/1	5	1	-
Mr. V. Sridar (appointed w.e.f April 18, 2013) Executive Directors	3/4	8		8
Mr. Sandeep Bakhshi, Managing Director & CEO	5/5	2	-	1
Mr. Puneet Nanda	5/5	1	-	1
Mr. Sandeep Batra, (appointed w.e.f January 1, 2014)	1/1	2	1	1

¹ Comprises public limited companies incorporated in India.

² Comprises private limited companies incorporated in India and foreign companies but excludes Section 25 companies and not for profit foreign companies.

³ Comprises only Audit Committee and Share Transfer & Shareholders''/Investors'' Grievance Committee of Indian public companies.

The Board functions either as a full Board or through various Committees constituted to oversee specific operational areas. The Board has constituted eight Committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Customer Service & Policyholders'' Protection Committee, Board Nomination and Remuneration Committee, With Profits Committee, Board Corporate Social Responsibility Committee and Share Transfer Committee. These Committees were constituted with independent/non-executive Directors and all the Committees are chaired by independent Directors.

At March 31, 2014, the Board of Directors consisted of 14 members. There were five Meetings of the Board during FY2014 - on April 18, 2013, July 16, 2013, October 18, 2013, October 30, 2013 and January 16, 2014. The names of the Directors and their attendance at Board Meetings during the year are set out in the following table:

Board Committees

The details of Board Committees are as follows:

a) Board Audit Committee Terms of reference:

I. Accounts & Audit

Oversee the financial statements, financial reporting, statement of cash flow and disclosure processes both on an annual and quarterly basis. Recommend the appointment, reappointment and, if required, the replacement or removal; remuneration, performance and oversight of the work of the auditors (internal/statutory/ concurrent).

Oversight of the procedures and processes established to attend to issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person.

Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern.

Approval of payment to statutory auditors and internal auditors or any of its associated persons or companies, for any other services rendered by them. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

Changes, if any, in accounting policies and practices and reasons for the same. Significant adjustments made in the financial statements arising out of audit findings.

Compliance with listing and other legal requirements relating to financial statements to the extent applicable. Disclosure of any related party transactions.

To the extent applicable review with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/

prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

II. Internal Audit

Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

Oversee the efficient functioning of the internal audit department and review its reports. The Committee will additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice. Set-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms.

Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Review with the management, performance of internal auditors, and the adequacy of the internal control systems. Look into the reasons for substantial defaults in the payment, if any, to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

Review the functioning of the Whistle Blower mechanism.

III. Compliance & Ethics

Monitor the compliance function and the Company''s risk profile in respect of compliance with external laws and regulations and internal policies, including the Company''s code of ethics or conduct.

Review reports on the above and on proactive compliance activities aimed at increasing the Company''s ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same.

Supervise and monitor matters reported using the Company''s whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations.

Advise the Board on the effect of the above on the Company''s conduct of business and helping the Board set the correct "tone at the top" by communicating, or supporting the communication, throughout the Company of the importance of ethics and compliance.

Approve compliance programmes, reviewing their effectiveness on a regular basis and signing off on any material compliance issues or matters.

Review key transactions involving conflict of interest.

Review the Anti Money Laundering (AML)/Counter - Financing of Terrorism (CFT) policy annually and review the implementation of the Companies AML/ CFT programme.

Review compliance of Insurance Regulatory & Development Authority (IRDA) Corporate Governance guidelines.

Monitor the directives issued/penalties imposed/penal action taken against the Company under various laws and statutes and action taken for corrective measures.

Composition

The Board Audit Committee comprises of two independent Directors and at March 31, 2014 was chaired by Mr. Keki Dadiseth, an independent Director. There were six Meetings of the Committee during the year.

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Keki Dadiseth - Chairman	6/6
Mr. K. Ramkumar	6/6
Mr. Adrian O''Connor	2/6
Mr. V. Sridar*	1/2

* Appointed w.e.f July 16,2013

The Board of Directors at its Meeting held on July 16, 2013 re-constituted the Board Audit Committee effective July 16, 2013 pursuant to which Mr. V. Sridar was appointed as a Member of the Committee.

b) Board Risk Management Committee

Terms of reference:

I. Risk Management:

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

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

Report to the Board details on the risk exposures and the actions taken to manage the exposures.

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

II. Asset Liability Management (ALM):

Formulate and implement optimal ALM strategies, both at product level and enterprise level and meeting risk/reward objectives.

Lay down the risk tolerance limits.

Monitor risk exposures at periodic intervals and revise ALM strategies where required.

Place the ALM information before the Board at periodic intervals.

Composition

The Board Risk Management Committee comprises of two independent Directors and at March 31, 2014 was chaired by Prof. Marti G. Subrahmanyam, an independent Director. There were four Meetings of the Committee during the year.

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Prof. Marti G. Subrahmanyam	3/4
- Chairman
Ms. Rama Bijapurkar	3/4
Mr. N. S. Kannan	3/4
Mr. Adrian O''Connor	2/4

c) Board Investment Committee

Terms of reference:

Responsible for laying down an overall Investment Policy and operational framework for the investment operations of the Company. The Policy should focus on prudential Asset Liability Management (ALM) supported by robust internal control systems. The Investment Policy and operational framework should, inter alia, encompass aspects concerning liquidity for smooth operations, compliance with prudential regulatory norms on investments, risk management/mitigation strategies to ensure commensurate yield on investments and above all protection of policyholders'' funds.

Responsible for a periodic review of the Investment Policy based on the performance of investments and the evaluation of dynamic market condition.

Put in place an effective reporting system to ensure compliance with the Policy set out by it apart from Internal/ Concurrent Audit mechanisms for a sustained and on-going monitoring of Investment Operations.

• Set the Company''s risk/reward objectives and assess policy holders'' expectations. Quantify the level of risk exposure and assess the expected rewards and costs associated with the risk exposure.

To furnish a report to the Board on the performance of Investments at least on a quarterly basis and provide analysis of its Investment portfolio and on the future outlook.

Composition

The Board Investment Committee comprise of one independent Director and at March 31, 2014 was chaired by Prof. Marti G. Subrahmanyam, an independent Director. There were four Meetings of the Committee during the year.

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Prof. Marti G. Subrahmanyam	3/4
Chairman
Mr. N. S. Kannan	3/4
Mr. Adrian O''Connor	2/4
Mr. Sandeep Bakhshi	4/4
Mr. Puneet Nanda*	3/3
Mr. Sandeep Batra**	1/1
Dr. Avijit Chatterjee***	1/1
Mr. Manish Kumar	4/4
Mr. Satyan Jambunathan""	3/3
Mr. Binay Agarwala""	3/3

'' upto December 31, 2013 ** appointed from January 1, 2014 *** up to April 18,2013 **** appointed April 18,2013

The Board of Directors at its Meeting held on October 30, 2013 re-constituted the Board Investment Committee effective October 18, 2013 pursuant to which Mr. Sandeep Batra was appointed as a Member of the Committee in place of Mr. Puneet Nanda.

d) Board Customer Service &

Policyholders'' Protection Committee

Terms of reference:

Putting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including misspelling by intermediaries

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

Review of the mechanism at periodic intervals

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

Review the status of complaints of the policyholders at periodic intervals Provide the details of grievances at periodic intervals in such formats as may be prescribed by the Authority Provide details of insurance ombudsmen to the policyholders

Shape the customer service philosophy and policies of the organisation based on the overall environment in the financial services industry Oversee the functions of the customer service council

Review measures for enhancing the quality of customer service Provide guidance to improve in the overall satisfaction level of customers

Composition

The Board Customer Service & Policyholders'' Protection Committee comprise of one independent Director and at March 31, 2014 was chaired by Mr. Vinod Kumar Dhall, an independent Director. There were four Meetings of the Committee during the year.

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. Vinod Kumar Dhall	4/4
- Chairman
Mr. K. Ramkumar	4/4
Mr. Adrian O''Connor	2/4

e) Board Nomination and Remuneration Committee

Terms of reference:

To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director''s performance.

To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully.

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

To approve the Compensation Programme and to ensure that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

Composition

The Board Compensation & Nominations Committee comprises of three independent Directors and at March 31, 2014 was chaired by Ms. Rama Bijapurkar, an independent Director. There were five Meetings of the Committee during the year.

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Ms. Rama Bijapurkar -Chairperson	5/5
Prof. Marti G. Subrahmanyam	3/5
Mr. Vinod Kumar Dhall	5/5
Mr. K. Ramkumar	4/5
Mr. Adrian O''Connor	4/5

f) Share Transfer Committee

Terms of reference:

Approval and rejection of transfer and transmission of shares in physical form Approval and rejection of requests for split and consolidation of share certificates

Approval and rejection of issue of duplicate share certificates Any other activities which are incidental or ancillary thereto

Members:

Mr. Vinod Kumar Dhall (Chairman)

Mr. Keki Dadiseth

Mr. Sandeep Bakhshi, Managing Director & CEO

During the year, no Meetings of the Committee were held as there were no request for the activities listed above.

g) With Profits Committee*

Terms of reference:

Maintaining the asset shares, at policy level, and ensuring that only the portion of expenses representing this business shall be allocated and interest rate credits to these asset shares represent the underlying assets of these funds. Determining the asset share for each product in accordance with the guidance or practice standards, etc. issued by the Institute of Actuaries of India.

						('' ''000)
Name of the Director	Basic	Bonus	Retirals	Allowances Perquisites	LTRS’	Total
Sandeep Bakhshi, Managing Director & CEO	12,626	5,585	2,878	7,643	15,000	43,732
Puneet Nanda, Executive Director	7,349	4,079	1,617	7,323	12,500	32,868
Sandeep Batra, Executive Director2	1,556	-	187	2,301	-	4,044
Madhivanan Balakrishnan, Executive Director3	145	1,700	647	307	7,500	10,299
Total	21,676	11,364	5,329	17,574	35,000	90,943

1 Long Term Reward Scheme paid during the year

2 Inducted effective January 1, 2014

3 Held office until June 30, 2012

Providing approval for the detailed working of the asset share, the expense allowed for, the investment income earned on the fund, etc. which were represented in the asset share.

Composition

The With Profits Committee comprises two independent Director and at March 31, 2014 was chaired by Mr. V. Sridar, an independent Director. There were one Meeting of the Committee during the year.

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member	Number of meetings attended/held
Mr. V. Sridar, Chairman	1/1
Mr. Adrian O'' Connor	0/1
Mr. N. S. Kannan	0/1
Mr. N. M. Govardhan	1/1
Mr. Sandeep Bakhshi	1/1
Mr. Satyan Jambunathan	1/1

* The Committee was constituted on October 18, 2013

h) Board Corporate Social Responsibility (CSR) Committee**

Terms of reference:

To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company.

To recommend the amount of expenditure to be incurred on the Corporate Social Responsibility activities.

To monitor the Corporate Social Responsibility Policy of the Company from time to time.

Composition

The Corporate Social Responsibility (CSR) Committee comprise of one independent Director who is also the Chairman of the Committee.

Mr. Vinod Kumar Dhall, non-executive Director

• Mr. Adrian O'' Connor, non-executive Director Mr. K. Ramkumar, non-executive Director

** The Committee was constituted on April 22, 2014

Remuneration policy

The Board Compensation and Nominations Committee determines and recommends to the Board the amount of remuneration, including performance bonus and perquisites, payable to the wholetime Directors on certain parameters.

The following table sets out the details of remuneration (including perquisites and retiral benefits) paid to whole time Directors for FY2014.

As provided under Article 135 of the Articles of Association of the Company, the fees payable to the Non-Executive Directors (other than nominee Directors of ICICI Bank Limited and Prudential plc

i.e. the promoter group) for attending a Meeting of the Board or Committee thereof are decided by the Board of Directors from time to time within the limits prescribed by the Companies Act, 1956 or the Central Government. The Board of Directors has approved the payment of Rs,20,000 as sitting fees for each Meeting of Board or Committee attended. This amount is within the limits prescribed by the Ministry of Corporate Affairs vide its Notification dated July 24, 2003. Other than the sitting fee no other remuneration is paid to the Non-Executive Directors.

Sitting fees paid to independent Directors during the financial year ended March 31, 2014:

d) Submit report on its performance to the Customer Service & Policyholder Protection Committee (CS & PPC) on a quarterly basis.

The key discussions of the GRC Meeting are put up at the Board Customer Service & Policyholders'' Protection Committee for information.

General Body Meetings

The details of the last three Annual General Meetings (AGM) are given below

Financial Year ended	Day, Date	Start time	Venue
Eleventh AGM	Tuesday, July 19, 2011	3.00 p.m.	ICICI PruLife Towers, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025
Twelfth AGM	Monday, June 18, 2012	11.00 a.m.	ICICI PruLife Towers, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025
Thirteenth AGM	Thursday, June 20, 2013	11.00 a.m.	ICICI PruLife Towers, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025

Name of the Director	Amount (in '')
Mr. Keki Dadiseth	2,00,000
Prof. Marti G. Subrahmanyam	2,40,000
Ms. Rama Bijapurkar	2,20,000
Mr. Vinod Kumar Dhall	2,80,000
Mr. V. Sridar	1,20,000
Mr. Sridar Iyengar	20,000

Grievance Redressal Committee (GRC)

Grievance Redressal Committee is formed to provide effective grievance redressal to the policyholders. The Committee consists of two external members and three members from senior management team of the Company. Mr. R. Narayanan, an external member, chairs the Committee. As part of the grievance redressal mechanism, the GRC constituted as the final authority to address the policyholders'' grievances before approaching the Ombudsman office. Additionally, the GRC focuses on building and strengthening customer service orientation in the Company by initiating various measures including simplifying processes for improvement in customer service levels. The Committee meets on a quarterly basis with the following terms of reference:

a) Evaluate feedback on quality of customer service and claims experience.

b) Review and approve representations received on claims repudiations.

c) Ensure that the Company follows all prescribed regulatory requirements on policyholder service.

The following special resolutions were passed by the members during the last three Annual General Meeting:

Annual General Meeting held on July 19, 2011 Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO. Revision in remuneration payable to Mr. Puneet Nanda, Executive Director. Revision in remuneration payable to Mr. Madhivanan Balakrishnan, Executive Director.

Annual General Meeting held on June 18, 2012 Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO. Revision in remuneration payable to Mr. Puneet Nanda, Executive Director. Revision in remuneration payable to Mr. Madhivanan Balakrishnan, Executive Director.

Annual General Meeting held on June 20, 2013 Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO. Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

General Shareholder Information General Body Day, Date &

Venue

Meeting__Time__

Fourteenth Monday, ICICI Prulife

AGM June 23, 2014, Towers, 1089,

4.30 p.m. Appasaheb

Marathe Marg, Prabhadevi, Mumbai -400025

Extra Ordinary General Meeting

The details of the last Extra Ordinary General Meeting (EGM) is given below:

Day, Date Start time__Venue_

Tuesday, 4.30 p.m. ICICI PruLife Towers, December 3, 1089 Appasaheb

2013 Marathe Marg,

Prabhadevi, Mumbai 400025

The following special resolutions was passed by the members during the last Extra Ordinary General Meeting:

Appointment & approval of remuneration payable to Mr. Sandeep Batra, Executive Director.

Share Transfer System

The Company''s investor services are handled by 3i Infotech Limited (3i Infotech). 3i Infotech is a SEBI registered Category I - Registrar to an Issue & Share Transfer (R&T) Agent.

Registrar and Transfer Agent

The address of the Registrar and Transfer Agent of the Company is as follows.

3i Infotech Limited International Infotech Park Tower 5, 3rd Floor Vashi Railway Station Complex Vashi, Navi Mumbai 400 703 Maharashtra, India Tel No. : 91-22-6792 8000 Fax No. : 91-22-6792 8099

ADDITIONAL INFORMATION Conservation of Energy and Technology absorption

In view of the nature of business activity of the Company, the information relating to the conservation of energy and technology absorption, as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not required to be given.

Foreign exchange earnings and outgo

Details of foreign exchange earnings and outgo required under above Rules are as under:

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956 and the Corporate Governance Guidelines, the Board of Directors confirm: that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures; that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and the financial statements prepared represent accurately and fairly the financial condition of the Company; t hat the Company is running the business soundly and the business will be viable over the long-term; and that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors are grateful to the Insurance Regulatory & Development Authority, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Directors would also like to take this opportunity to express sincere thanks to its valued customers for their continued patronage.

The Directors express their gratitude for the valuable advice, guidance and support received from time to time, from the auditors and the statutory authorities. The Directors express their deep sense of appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to retain market leadership in its business operations. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board

Date: April 22, 2014 Chanda Kochhar

Place: Mumbai Chairperson

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Mar 31, 2013

TO THE MEMBERS

ICICI Prudential Life Insurance Company Limited

Your Directors have pleasure in presenting the Thirteenth Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2013.

PERFORMANCE Industry in FY2013

Life insurance industry registered a decline of 1.9% in retail weighted new business premium (RWRP) during FY2013. Within this, the public sector registered a decline of 4.1% and the private sector registered a growth of 1.9%. FY2013 was the first year after regulatory changes in September 2010 that the private sector registered a growth. Some of the key trends in the industry emerging after the regulatory changes are as follows:

The product mix of the private sector insurers has shifted from primarily unit linked to a more balanced product mix.

The share of agency channel in the distribution mix for private sector insurers has declined.

The number of individual agents for the private sector industry declined from 1.06 million in December 2011 to 0.96 million in December 2012 as the agency channel continues to adapt to the new regime.

Company in FY2013

The Company registered a growth of 17.5% in FY2013 against a decline of 23.5% in FY2012. Stronger growth of the Company, compared to an industry decline of 1.9% and private sector growth of 1.9%, resulted in an increase in market share based on RWRP from 5.9% in FY2012 to 7.0% in FY2013. Among private players, the Company maintained its leadership position and increased the market share from 16.1% in FY2012 to 18.5% in FY2013.

The new business premium (including group premium) collected by the Company increased by 8.3% from Rs, 44.41 billion in FY2012 to Rs, 48.08 billion in FY2013. Renewal premium declined by 8.9% from Rs, 95.81 billion in FY2012 to Rs, 87.30 billion in FY2013, resulting in a total premium decline of 3.4% from Rs, 140.22 billion in FY2012 to Rs, 135.38 billion in FY2013. The decline in renewal premium is because of the decline of new business volumes in the past few years reflecting in renewal premiums with a lag.

The Company registered 8.1% growth in profit after tax from Rs, 13.84 billion in FY2012 to Rs, 14.96 billion in FY2013. The solvency ratio for the Company remained healthy at 395.7% for FY2013. The assets under management (AUM) at March 31, 2013 were Rs, 741.64 billion as compared to Rs, 707.71 billion as at March 31, 2012. For its unit-linked funds, the Company delivered superior fund performance and 89% of the funds outperformed their respective internal benchmarks over the trailing five year period.

We continue to leverage technology in all sales and service processes to provide a convenient platform for the customer. The digital platform is designed to enable a structured sales process, faster and convenient on-boarding process and enhanced customer experience. For FY2013, 51.7% of new business applications and 16.7% of new business issuances (both ratios basis retail annualized premium equivalent) were through online platforms and 19.6% of retail renewal premium was collected online. For the last few years, two-thirds of servicing transactions are through self-service modes.

In addition to the focus on servicing, the Company has worked towards ensuring a transparent and trust worthy environment to the customer. Grievance ratio, which measures the number of grievances per 10,000 policies issued, has been further improved to 213 in FY2013 from 214 in FY2012 and 361 in FY2011. Claims acceptance ratio which measures proportion of claims accepted by the company to the claims submitted, was 96.3% in FY2013.

A summary of the key metrics are as mentioned in the table below:

(Rs, billion)

Particulars	Fiscal 2012	Fiscal 2013
Premium income:	140.22	135.38
- New business premium	44.41	48.08
- Renewal premium	95.81	87.30
Profit before tax	14.14	15.70
Provision for tax (deferred tax)	(0.30)	(0.74)
Profit after tax	13.84	14.96
Sum assured in force:
- Basic policy	2,091.04	2,412.99
- Total (Basic Riders)	2,416.86	2,757.71
Annualised premium equivalent (APE)	31.18	35.32
Assets held	707.71	741.64
Expense ratio*	17.9%	19.2%

* Expense ratio = Expenses (including commission and front line sales cost excluding unit expenses)/(Total premium income - 90% of single premium)

Outlook for the industry and the Company

We believe that the life insurance industry would continue to be one of the preferred instruments for longer term savings and protection. The growth prospects of the industry remain positive on the back of the structural advantages like favourable demographics, high rate of financial savings, improving insurance product propositions and relative under penetration of insurance in India compared to global benchmarks.

The Company would continue to focus on its strategic priorities, specifically:

Enhance market leadership: The Company would continue to focus on growth opportunities in the market with a customised regional strategy to strengthen relative position in every geography.

$ Providing superior value proposition to customers: The Company would aim at creating superior customer value propositions through customer centric products and service architecture. The Company would endeavour to provide a comprehensive suite of products across life, pension and health.

» Strengthen multi-channel architecture: The Company would strengthen its mutli-channel distribution by nonlinear scale up of agency, leveraging the banc assurance franchise and focussing on quality third party distribution.

* Continued focus on efficiency of operations: The Company would focus on cost efficiency and in particular would leverage the digital platform to improve customer experience and efficiency of operations.

* Customer retention: The Company would strengthen mechanisms to improve the AUM growth by increasing renewal premium and curtailing surrenders.

* Superior risk adjusted fund performance: The Company has in place a robust risk and investment management framework to deliver superior risk adjusted returns to customers.

OUR REACH

The Company reaches its customers through 559 offices in 487 locations at March 31, 2013. At March 31, 2013, the Company had over 12,850 employees and over 147,500 advisors and is thus well equipped to cater to the needs of customers. The Company distributes its products and renders services through its offices as well as individual agents, corporate agents, banks, brokers, the Company''s proprietary sales force and online channels.

PRODUCTS

The Company offers a range of life, pension and health products across traditional and unit linked platforms with a view to provide a range of solutions to meet specific needs of customers. During the year we have strengthened our solution-based sales processes by enabling our products to be positioned to meet the customers'' life stage needs. We will continue to design products that will provide a good value proposition to our customers to help them plan for their goals. In FY2013, the Company had a balanced product mix with traditional products contributing to 45.5% of the retail regular new business premium. The Company re-entered the pension category with the launch of Subh Retirement in December 2012.

DIVIDEND & TRANSFER TO RESERVES

The financial operations have resulted in a profit after tax of Rs, 14.96 billion as compared to a profit after tax of Rs, 13.84 billion for the previous year. The Board at its Meetings held on July 24, 2012, October 19, 2012 and January 22, 2013 had approved payment of interim dividend of Rs, 0.70 per share, Rs, 0.85 per share and Rs, 0.85 per share respectively. The Board at its Meeting held on April 18, 2013 recommended a final dividend of Rs, 0.99 per share which together with the interim dividend of Rs, 2.40 per share already declared and paid works out to a total dividend of Rs, 3.39 per share aggregating to Rs, 4.84 billion for FY2013. An amount of Rs, 1.50 billion was transferred to the reserves of the Company at March 31, 2013.

CLAIMS

The Company believes that claim settlement is the ultimate promise which needs to be delivered to policyholders/ beneficiaries. Towards this objective, we have designed and developed robust claims processes and systems which ensure settlement of genuine and legitimate claims at the earliest, thereby protecting the interest of policyholders.

The Company has demonstrated its commitment by settling over 17,000 individual and group mortality claims in FY2013. For non-investigated individual claims, the claim settlement was completed within an average of four days from receipt of last requirement as compared to the regulatory norm of 30 days.

SUBSIDIARY

The Board reviewed the affairs of the Company''s wholly owned unlisted subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM). PFM was appointed by the Pension Fund Regulatory and Development Authority (PFRDA) as a pension fund manager and acts as a fund manager under the National Pension System (NPS) for Indian citizens other than government employees. It is the only pension fund manager under NPS which is promoted by a life insurance company with experience in managing long term investments of life and pension funds.

During the year ended March 31, 2013, the subscribers'' funds managed by PFM have reached Rs, 722.3 million (previous year: Rs, 291.9 million) and the PFM registered a loss of Rs, 1.0 million (previous year: loss of Rs, 0.4 million).

The Company prepares and presents consolidated financial statements in addition to its individual financial statements. The consolidated financial statements are prepared in accordance with Accounting Standard (AS) 21 on ''Consolidated Financial Statements'', prescribed in the Companies Act, 1956 ((Accounting Standard) Rules, 2006).

The financials of PFM are consolidated on a line-by-line basis in accordance with AS 21.

BOARD OF DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. K. Ramkumar, Mr. Vinod Kumar Dhall, and Mr. Puneet Nanda will retire by rotation at the ensuing Annual General Meeting. They are eligible for re-appointment and have offered themselves for re-appointment.

AUDITORS

S. B. Billimoria & Co. and S. R. Batliboi & Co. LLP Chartered Accountants, were appointed as joint statutory auditors of the Company for FY2013 at the Twelfth Annual General Meeting to hold office up to the conclusion of the ensuing Annual General Meeting. They are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

DETAILS AS PER SECTION 217(2A)

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and relevant particulars of the employees are set out in the Annexure to the Directors'' Report.

RURAL AND SOCIAL BUSINESS

More than 305,000 policies were issued in rural areas, constituting over 32% of total policy issuances. The Company also covered more than 168,000 lives falling within the norm of ''social sector'' business.

INCREASE IN SHARE CAPITAL

The paid-up capital of the Company increased by Rs, 0.9 million (face value) pursuant to exercise of stock options granted under the Employee Stock Option Scheme taking the paid-up capital to Rs, 14.29 billion (face value) at March 31, 2013.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

INTERNAL AUDIT AND COMPLIANCE FRAMEWORK Internal Audit:

The Company has in place an internal audit framework with a risk based audit approach. The basic philosophy of risk based internal audit is to provide reasonable assurance to the Board Audit Committee and top management about the adequacy and effectiveness of the risk management and control framework in the Company. Review of controls is undertaken by internal audit through execution of internal audits as per risk based audit plan. The internal audit covers auditing of processes, transactions and systems. Key audit observations and recommendations made are reported to the Board Audit Committee every quarter. Implementation of the recommendations is actively monitored.

The internal audit function is capable of reviewing and assessing the adequacy and effectiveness of, and the Company''s adherence to its internal controls as well as reporting on its policies and procedures.

Compliance: The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/procedures and an employee code of conduct, which govern day-to-day activities to ensure compliance. The Compliance function disseminates relevant laws, regulations and circulars related to insurance, anti-money laundering and other regulatory requirements, to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued by the regulatory authorities. The Compliance team also monitors the adequacy of the compliance framework across the Company. Key issues observed as part of this monitoring are reported to the Board Audit Committee, and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee on a quarterly basis.

RISK MANAGEMENT FRAMEWORK

The Company recognises that risk is an integral element of the business and managed acceptance of risk is essential for the generation of shareholder value. The Company''s acceptance of risk is dependent on the return on risk-adjusted capital and consistency with its strategic objectives. The Company endeavours to reduce risks to the extent it is cost-effective to do so. In general therefore, the Company''s control procedures and systems are designed to manage risk, rather than eliminate it. However, at certain times, there may also exist some risks for which the Company has no tolerance and which are actively avoided.

The Company has in place a risk management framework with the following aims:

Determining the risk profile of the Company i.e. the aggregate level of risks that the Company has undertaken in pursuit of profitable business. Identification, measuring, monitoring and control of risk for the purpose of protecting the interests of key stakeholders.

Enhancing the Company''s ability to identify and pursue opportunities that offer attractive risk-adjusted returns by providing transparent, accurate and timely risk information.

Embedding risk-based decision making in key management processes and fostering a culture of risk awareness.

Limiting the Company''s exposure to adverse outcomes through risk limits.

Ensuring compliance with regulatory requirements. Focussing on ensuring that it possesses the appropriate capabilities and experience in managing and transferring risks.

Minimising reputational risk.

Risk categories

The risks faced by the Company are classified under the following categories:

Market Risk: Risk arising out of variations in the level or volatility of the market prices of assets, liabilities and financial instruments due to external market and economic factors;

Credit Risk: Credit risk is the risk of default of a counterparty or debtor including the risk of default of risk mitigating contracts like reinsurance;

Liquidity Risk: The risk that the business will encounter difficulty in realising assets or otherwise raising funds to meet commitments;

Insurance Risk: Risk arising because of mis-estimation of persistency, mortality, morbidity and expenses or because of random fluctuations in the frequency and size of claims and other cash flows; and Operational Risk: The risk of loss, resulting from inadequate or failed internal processes, people and systems, or from external events.

Governance and policy framework

The risk governance structure of the Company consists of the Board, the Board Risk Management Committee (BRMC), the Executive Risk Committee (ERC) and its subcommittees. The risk management model of ICICI

Prudential Life Insurance Company comprises a four-stage continuous cycle, namely the identification and assessment, measurement, monitoring and control of risks. The Company''s risk policies detail the strategy and procedures adopted to follow the risk management cycle at the enterprise level.

The Board, on recommendation of Board Risk Management Committee, has approved various risk policies namely: Board Market Risk Policy Board Credit Risk Policy Board Liquidity Risk Policy Board Insurance Risk Policy Board Operational Risk Policy Board Reinsurance Policy Board Underwriting Policy Board Outsourcing Policy

The ERC assists the Board and the BRMC in their risk management duties and, in particular, is responsible for the approval of all new products launched by the Company.

Risk management cycle

1. Risk Identification

The Company identifies risk through a variety of techniques and processes, including Stress testing of the financial condition of the Company. Risk can be assessed by reference to the realistic Balance Sheet or Embedded Value, subject to a constraint that the exposure should not endanger the statutory position. The Embedded Value of the Company is the present value of shareholders'' interests in the earnings distributable from assets allocated to the covered business after sufficient allowance for the aggregate risks in the covered business.

Product development process by way of sensitivity of margins to market and insurance risk. Any liquidity risk arising out of the new product or modification of existing product is assessed prior to launch.

Review of bases of assumptions conducted periodically to review the actual experience relative to the expected experience of different components of insurance risk. Expense risk is also informed by the business planning process that estimates future business volumes and expenses.

Risk and Control Self Assessment (RCSA) requires each business unit within the Company to identify and assess operational risks in terms of likelihood and impact. The risks identified are classified into risk categories of (a) external fraud, (b) internal fraud,

(c) execution, delivery and process management,

(d) business disruption and system failures,

(e) clients, products and business practices (f) damage to physical assets, and (g) employment practices and workplace safety.

2. Risk Measurement

The Company uses the following approaches to measure risk exposure:

Risk to the Embedded Value (EV): The Company considers the 1-year Value at Risk of the EV calculated using estimates of 1-in-200 year economic and non-economic stress scenarios, to be the appropriate measure of risk exposure for market, credit, persistency, mortality and morbidity risks.

Risk to the growth of the EV: In addition to the risk to the current EV, the Company also considers risks to the future growth of the EV like insufficient new business profit growth and over-run in acquisition or renewal expenses, caused by adverse deviation of actual unit costs from planned unit costs.

Risk to the statutory position: The Company conducts asset liability modelling on its balance sheet to assess potential impacts on its solvency cover and on its free surplus.

Level of highly liquid assets (cash and cash equivalent) against the level if near term liabilities. Key risk indicators and loss data for operational risk.

3. Risk Monitoring

The results of risk measurement for each of the risks are published in a Quarterly Risk Report. The report is reviewed by the ERC, which in turn presents the summary to the BRMC, as applicable, on a quarterly basis. Additionally, past actual loss incidents and current audit findings are used to validate the RCSA.

4. Risk Control

Risk is managed by one or more of the following techniques (i) retention (acceptance), (ii) avoidance, (iii) transfer or, (iv) reduction (mitigation). The nature of the controls implemented and the level of control exercised are based upon the:

Potential severity of the risk;

Frequency of the risk;

Cost of implementing controls relative to the significance of the risk; and Risk Appetite.

Market risk

Market risk is managed primarily through product approvals by the ERC and investment specifications.

New products can significantly alter the risk profile of the Company''s Balance Sheet. The Product approval process ensures that market risk in each new product or modification of an existing product is within the risk appetite of the Company.

The Company categorises its products based on their risk profiles to enable appropriate asset-liability management. For each category of products, the Company has defined Investment Specifications that specify limits to permissible exposures to various asset classes along with duration guidelines for fixed income instruments. The Investment Specifications are designed appropriately to achieve the risk versus return objectives and policyholders'' reasonable expectations while maintaining the risk within the Company''s risk appetite and with due consideration of regulatory requirements.

Credit risk

Credit risk is managed by restricting investments principally to government bonds and highly rated corporate securities and continual monitoring of the credit portfolio. The Company has exposure limits to companies, groups and industries. Credit risk exposure to reinsurers is managed by partnering with select and financially sound reinsurers and reviewing the Company''s exposure on a periodic basis.

Liquidity risk

Liquidity risk is managed by specifying the minimum investment in cash and cash equivalent instruments and through cash flow matching for certain funds. Additionally, the Company has a liquidity contingency plan (LCP) in place.

Insurance risk

New products can significantly alter the risk profile of the Company''s Balance Sheet. The product approval process ensures that insurance risk in each new product/ modification of an existing product is within the risk appetite of the Company.

The Company conducts its experience analysis regularly to compare actual experience with assumptions used for pricing and reporting to ensure that corrective action can be initiated at the earliest opportunity and assumptions are in line with experience.

The Company uses reinsurance and underwriting as key mitigates for mortality and morbidity risk. The Company also reserves the right to review risk charges for certain products, in case of adverse experience, with IRDA approval. The Company uses different key performance indicators to align interests and ensure adequate focus on expense and persistency.

Operational risk

The Company develops mitigation plans for high risk items. Actions identified for mitigation of the risks (through RCSA, Key Risk Indicators (KRI) and incident analysis) are monitored periodically. The Company periodically assesses the use of insurance to mitigate operational risk.

The Company has in place internal control policies to mitigate operational risk. Additionally, the Company has set up committees e.g. project steering committee to ensure better internal controls.

CORPORATE GOVERNANCE

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

Philosophy of Corporate Governance

The Company''s corporate governance philosophy encompasses not only regulatory and legal requirements but also several voluntary practices aimed at a high level of business ethics, effective supervision and enhancement of value for all stakeholders, legally, ethically and on a sustainable basis, while ensuring fairness. The Insurance Regulatory & Development Authority (IRDA) had issued corporate governance guidelines applicable to all insurance ''companies. The Guidelines have come into force effective April 1, 2010. The Company had taken necessary steps and put in appropriate processes to ensure compliance with the same. The corporate governance framework adopted by the Company already encompasses a significant portion of the recommendations contained in the ''Corporate Governance Voluntary Guidelines 2009'' issued by the Ministry of Corporate Affairs, Government of India.

Whistle Blower Policy

The Company is committed to adopting the highest business, governance, ethical and legal standards. To aid in achieving this objective, the Company has formulated a Whistle blower Policy. The purpose of the Whistle Blower Policy is to encourage employees to report matters without the risk of subsequent victimisation, discrimination or disadvantage. As per the Policy, employees can raise concerns related to breach of any law, statute or regulation, Issues related to accounting policies and procedures, Acts resulting in financial loss or loss of reputation, misuse of office, suspected/actual fraud and criminal offences, noncompliance to Anti-bribery & anti-corruption policy by the Company or its employees to the Board Audit Committee through specified channels. This mechanism has been communicated and posted on the Company''s intranet.

Code of Conduct for Personal Investments

The Company has a Code of Conduct for personal investments. The objective of the Code is to prohibit insider trading in any manner by the Access Persons and to maintain confidentiality of unpublished price sensitive information and access to information on a "need to know" basis. The Code is applicable to all "Access Persons" and their "Family Members" as defined in this Code and forms a part of the code of conduct for such employees.

Code of business conduct and ethics

The Board of Directors has approved a Code of Business Conduct and Ethics for Directors and employees of the Company. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company.

The Code lays down the broad framework of general guiding principles.

Board of Directors

The Company has a broad-based Board of Directors, constituted in compliance with the Companies Act, 1956 and in accordance with good corporate governance practices. The Board comprises thirteen Directors; four nominated by ICICI Bank Limited, two nominated by Prudential Plc, five independent Directors, the Managing Director & CEO and the Executive Director. Except the Managing Director & CEO and the Executive Director, all other Directors including the Chairperson of the Board are non-executive Directors. There is a clear segregation of responsibility and authority between the non-executive

Directors and the executive management. The Board is responsible for overall corporate strategy and other responsibilities as laid down by IRDA under the Corporate Governance guidelines. The Managing Director & CEO and the Executive Director oversee implementation of strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of executive, non-executive and independent Directors to maintain the professionalism and independence of the Board. The independent Directors are eminent personalities with significant expertise in the fields of finance, law, strategy and marketing. None of the Directors are related to any other Director or employee of the Company.

The Board functions either as a full Board or through various Committees constituted to oversee specific operational areas. The Board has constituted six Committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Customer Service & Policyholders'' Protection Committee, Board Compensation & Nominations Committee and Share Transfer Committee. These Board Committees mainly consist of independent/non-executive Directors and all the Committees are chaired by independent Directors.

At March 31, 2013, the Board of Directors consisted of 13 members. There were four Meetings of the Board during FY2013 - on April 25, 2012, July 24, 2012, October 19, 2012 and January 22, 2013. The names of the Directors and their attendance at Board Meetings during the year are set out in the following table:

Name of the Director	Qualification	Field of specialisation	Number of Board Meetings Held: 4 Attended
Ms. Chanda Kochhar, Chairperson (Nominee of ICICI Bank)	MMS - Finance, ICWA	Banking, Financial Services	4
Mr. N. S. Kannan, Non Executive Director (Nominee of ICICI Bank)	Bachelor of Engineering (Honours), PGDM, Chartered Financial Analyst (CFA)	Banking, Financial Services	3
Mr. K. Ramkumar, Non Executive Director (Nominee of ICICI Bank)	B. Sc, PG Diploma in Personnel Management	Human Resources Management, Customer Service and Operations	4
Mr. Rajiv Sabharwal, Non Executive Director (Nominee of ICICI Bank)	B. Tech, MBA	Banking, Financial Services	4

Name of the Director	Qualification	Field of specialisation	Number of Board Meetings Held: 4 Attended
Mr. Barry Stowe, Non Executive Director (Nominee of Prudential Corporation)	BA - Politics	Life insurance, fund management	1
Mr. Adrian O''Connor Non Executive Director (Nominee of Prudential Corporation)	Fellow of the Institute of Actuaries and Fellow of Society of Actuaries	Financial management, strategic planning	1
Mr. Keki Dadiseth, Independent Director	B. Com, F.C.A (England and Wales)	Finance	3
Prof. Marti G. Subrahmanyam, Independent Director	B.Tech, PGDM , Ph.D.	Corporate finance, capital markets and international finance	4
Ms. Rama Bijapurkar, Independent Director	B.Sc (Hon.), PGDM	Market strategy	4
Mr. Vinod Kumar Dhall, Independent Director	LLB , M.Sc, Masters degree in Mathematics	Corporate Affairs, Law	3
Mr. Sridar Iyengar, Independent Director	B. Com (Hons), FCA	Finance, Accounts & Audit	3
Mr. Sandeep Bakhshi, Managing Director & CEO	B.E (Mech), PGDM	Corporate Banking, Insurance, Financial Services	4
Mr. Puneet Nanda, Executive Director	B.E, PGDM	Insurance, Financial Services	4
Mr. Madhivanan Balakrishnan, Executive Director (upto June 30, 2012)	B. Sc (Chemistry), MBA	Banking, Financial Services	1

Board Committees

The Board has six Committees, details of which are as follows:

a) Board Audit Committee Terms of reference:

I. Accounts & Audit

Oversee the financial statements, financial reporting, statement of cash flow and disclosure processes both on an annual and quarterly basis.

Recommend the appointment, re-appointment and, if required, the replacement or removal; remuneration, performance and oversight of the work of the auditors (internal/statutory/concurrent).

Oversight of the procedures and processes established to attend to issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person.

Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern.

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

Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to: t Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.

Changes, if any, in accounting policies and practices and reasons for the same.

Major accounting entries involving estimates based on the exercise of judgment by management. Significant adjustments made in the financial statements arising out of audit findings.

Compliance with listing and other legal requirements relating to financial statements to the extent applicable.

Disclosure of any related party transactions. Qualifications in the draft audit report.

To the extent applicable review with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

Review of housekeeping items, particularly review of suspense balances, reconciliations (including Subsidiary General Ledger (SGL) accounts) and other outstanding assets & liabilities.

II. Internal Audit

Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

Oversee the efficient functioning of the internal audit department and review its reports. The Committee will additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice.

Set-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms.

Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Review with the management, performance of internal auditors, and the adequacy of the internal control systems.

Look into the reasons for substantial defaults in the payment, if any, to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

Review the functioning of the Whistle Blower mechanism.

III. Compliance & Ethics

» Monitor the compliance function and the Company''s risk profile in respect of compliance with external laws and regulations and internal policies, including the Company''s code of ethics or conduct.

Review reports on the above and on proactive compliance activities aimed at increasing the Company''s ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same.

Supervise and monitor matters reported using the Company''s whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations.

Advise the Board on the effect of the above on the Company''s conduct of business and helping the Board set the correct "tone at the top" by communicating, or supporting the communication, throughout the Company of the importance of ethics and compliance.

Approve compliance programmes, reviewing their effectiveness on a regular basis and signing off on any material compliance issues or matters.

Review key transactions involving conflict of interest.

Review the Anti Money Laundering (AML)/Counter

- Financing of Terrorism (CFT) policy annually and review the implementation of the Companies AML/ CFT programme.

Review compliance of Insurance Regulatory & Development Authority (IRDA) Corporate Governance guidelines.

Monitor the directives issued/penalties imposed/ penal action taken against the Company under various laws and statutes and action taken for corrective measures.

Members & Attendance details

Name of the member	Number of Meetings Held: 6 Attended
Mr. Keki Dadiseth - Chairman	6
Mr. K. Ramkumar	6
Mr. Adrian O''Connor	1*

* Participated in two Meetings through teleconference not included in the table above

b) Board Risk Management Committee Terms of reference:

I. Risk Management

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

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

Report to the Board details on the risk exposures and the actions taken to manage the exposures.

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

II. Asset Liability Management (ALM)

Formulate and implement optimal ALM strategies, both at product level and enterprise level and meeting risk/reward objectives.

Lay down the risk tolerance limits.

Monitor risk exposures at periodic intervals and revise ALM strategies where required.

Place the ALM information before the Board at periodic intervals.

Members & Attendance details

Name of the member	Number of Meetings Held: 4 Attended
Prof. Marti G. Subrahmanyam - Chairman	4
Ms. Rama Bijapurkar	1
Mr. N. S. Kannan	3
Mr. Adrian O''Connor	1

c) Board Investment Committee Terms of reference:

Responsible for laying down an overall Investment Policy and operational framework for the investment operations of the Company. The Policy should focus on prudential Asset Liability Management (ALM) supported by robust internal control systems. The Investment Policy and operational framework should, inter alia, encompass aspects concerning liquidity for smooth operations, compliance with prudential regulatory norms on investments, risk management/mitigation strategies to ensure commensurate yield on investments and above all protection of policyholders'' funds.

Responsible for a periodic review of the Investment Policy based on the performance of investments and the evaluation of dynamic market condition.

Put in place an effective reporting system to ensure compliance with the Policy set out by it apart from Internal/Concurrent Audit mechanisms for a sustained and on-going monitoring of Investment Operations.

* Set the Company''s risk/reward objectives and assess policyholders'' expectations.

Quantify the level of risk exposure and assess the expected rewards and costs associated with the risk exposure.

To furnish a report to the Board on the performance of Investments atleast on a quarterly basis and provide analysis of its Investment portfolio and on the future outlook.

Members & Attendance details

Name of the member	Number of Meetings Held: 4 Attended
Prof. Marti G. Subrahmanyam - Chairman	4
Mr. N. S. Kannan	3
Mr. Adrian O''Connor	1
Mr. Sandeep Bakhshi	4
Mr. Puneet Nanda	4
Dr. Avijit Chatterjee	4
Mr. Manish Kumar	4

d) Board Customer Service & Policyholders'' Protection Committee Terms of reference:

Putting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including misspelling by intermediaries Ensure compliance with the statutory requirements as laid down in the regulatory framework pertaining to policyholders'' protection Review of the mechanism at periodic intervals

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

Review the status of complaints of the policyholders at periodic intervals

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

Provide details of insurance ombudsmen to the policyholders

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

Oversee the functions of the customer service council

Review measures for enhancing the quality of customer service

Provide guidance to improve in the overall satisfaction level of customers

Members & Attendance details

Name of the member	Number of Meetings Held: 4 Attended
Mr. Vinod Kumar Dhall - Chairman	4
Mr. K. Ramkumar	4
Mr. Adrian O''Connor	1

e) Board Compensation & Nominations Committee

Terms of reference:

Recommending appointment of Directors on the Board

Fix remuneration of the Directors Approve executive compensation program

Members & Attendance details

Name of the member	Number of Meetings Held: 3 Attended
Ms. Rama Bijapurkar - Chairperson	3
Prof. Marti G. Subrahmanyam	3
Mr. Vinod Kumar Dhall	2
Mr. K. Ramkumar	2
Mr. Adrian O''Connor	0

Remuneration policy

The Board Compensation and Nominations Committee determines and recommends to the Board the amount of remuneration, including performance bonus and perquisites, payable to the whole time Directors on certain parameters.

As provided under Article 135 of the Articles of Association of the Company, the fees payable to the Non-Executive Directors (other than nominee Directors of ICICI Bank Limited and Prudential plc i.e. the promoter group) for attending a Meeting of the Board or Committee thereof are decided by the Board of Directors from time to time within the limits prescribed by the Companies Act, 1956 or the Central Government. The Board of Directors has approved the payment of '' 20,000 as sitting fees for each Meeting of Board or Committee attended. This amount is within the limits prescribed by the Ministry of Corporate Affairs vide its Notification dated July 24, 2003. Other than the sitting fee no other remuneration is paid to the Non Executive Directors.

Sitting fees paid to independent Directors during the financial year ended March 31, 2013:

Name of the Director	Amount (in Rs,)
Mr. Keki Dadiseth	180,000
Prof. Marti G. Subrahmanyam	300,000
Ms. Rama Bijapurkar	160,000
Mr. Vinod Kumar Dhall	180,000
Mr. Sridar Iyengar	60,000

f) Share Transfer Committee Terms of reference:

Approval and rejection of transfer and transmission of shares in physical form

Approval and rejection of requests for split and consolidation of share certificates

Approval and rejection of issue of duplicate share certificates

Any other activities which are incidental or ancillary thereto Members

Mr. Vinod Kumar Dhall (Chairman)

Mr. Keki Dadiseth

Mr. Sandeep Bakhshi, Managing Director & CEO During the year, no Meetings of the Committee were held.

The following table sets out the details of remuneration (including perquisites and retiral benefits) paid to whole time Directors for FY2013.

(Rs, 000)

Name of the Director	Basic	Bonus	Retrials	Allowances/ Perquisites	LTRS1	Total
Sandeep Bakhshi, Managing Director & CEO	10,920	7,320	2,402	6,931	4,000	31,573
Puneet Nanda, Executive Director	6,643	4,648	1,462	6,448	5,500	24,701
Madhivanan Balakrishnan, Executive Director2	1,705	4,648	6,524	2,978	2,500	18,355
	19,268	16,616	10,388	16,357	12,000	74,629

Grievance Redressal Committee (GRC)

Grievance Redressal Committee is formed as per the Redressal of Public Grievances, 1998 to provide effective grievance redressal to the policyholders. The Committee consists of two external members and three members from senior management team of the Company. Mr. R. Narayanan, an external member, chairs the Committee. As part of the grievance redressal mechanism, the GRC constituted as the final authority to address the policyholders'' grievances before approaching the Ombudsman office. Additionally, the GRC focuses on building and strengthening customer service orientation in the Company by initiating various measures including simplifying processes for improvement in customer service levels. The Committee meets on a quarterly basis with the following terms of reference:

a) Evaluate feedback on quality of customer service and claims experience.

b) Review and approve representations received on claims repudiations.

c) Ensure that the Company follows all prescribed regulatory requirements on policyholder service.

d) Submit report on its performance to the Customer Service & Policyholder Protection Committee (CS & PPC) on a quarterly basis.

The key discussions of the GRC Meeting are put up at the Board Customer Service & Policyholders'' Protection Committee for information.

General Body Meetings

The details of the last three Annual General Meetings (AGM) are given below:

Financial Year ended	Day, Date	Start time	Venue
Tenth AGM	Thursday, September 9, 2010	11.30 a.m.	ICICI PruLife Towers, 1089Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025
Eleventh AGM	Tuesday, July 19, 2011	3.00 p.m.	ICICI PruLife Towers, 1089Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025
Twelfth AGM	Monday, June 18, 2012	11.00 a.m.	ICICI PruLife Towers, 1089Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025

The following special resolutions were passed by the members during the last three Annual General Meeting:

Annual General Meeting held on September 9, 2010

Appointment of Mr. Sandeep Bakhshi as the Managing Director & CEO of the Company for a period of five years effective August 1, 2010.

Appointment of Mr. Puneet Nanda as the Executive Director of the Company for a period of five years effective August 1, 2010.

Appointment of Mr. Madhivanan Balakrishnan as the Executive Director of the Company for a period of five years effective August 1, 2010.

Annual General Meeting held on July 19, 2011

Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

Revision in remuneration payable to Mr. Madhivanan Balakrishnan, Executive Director.

Annual General Meeting held on June 18, 2012

Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

Revision in remuneration payable to Mr. Madhivanan Balakrishnan, Executive Director.

General Shareholder Information

General Body

Meeting^^H Time

Thirteenth Thursday, June 20, ICICI Prulife Towers, 1089, Appasaheb AGM 2013, 1 1.00 a.m. Marathe Marg, Prabhadevi, Mumbai -

400025

Share Transfer System

The Company''s investor services are handled by 3i Infotech Limited (3i Infotech). 3i Infotech is a SEBI registered Category I - Registrar to an Issue & Share Transfer (R&T) Agent. 3i Infotech is a global information technology Company providing technology solutions and in addition to R&T services provides software products, managed IT Services, application software development & maintenance, payment solutions, business intelligence, document imaging & digitization, IT consulting and various transaction processing services. 3i Infotech''s quality certifications include SEI CMMI Level 5 for software

business, ISO 9001:2000 for BPO (including R&T), ISO 27001:2005 for infrastructure services and ISO 200001:2005 for Data Centre Management Services.

Physical share transfer requests are processed and the share certificates are returned normally within a period of fifteen days from the date of receipt, if the documents are correct, valid and complete in all respects.

Registrar and Transfer Agent

The address of the Registrar and Transfer Agent of the Company is as follows.

3i Infotech Limited International Infotech Park Tower 5, 3rd Floor Vashi Railway Station Complex Vashi, Navi Mumbai 400 703 Maharashtra, India Tel No. : 91-22-6792 8000 Fax No. : 91-22-6792 8099

ADDITIONAL INFORMATION Conservation of Energy and Technology absorption

In view of the nature of business activity of the Company, the information relating to the conservation of energy and technology absorption, as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not required to be given.

Foreign exchange earnings and outgo

Details of foreign exchange earnings and outgo required under above Rules are as under:

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm:

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

that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and that they have prepared the annual accounts on a going concern basis.

(Rs, 000)

Particulars	FY2012	FY2013
Foreign exchange earnings and outgo - Earnings - Outgo	6,269 315,689	52,781 432,118

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.

ACKNOWLEDGEMENTS

The Directors are grateful to the Insurance Regulatory & Development Authority, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Directors would also like to take this opportunity to express sincere thanks to its valued customers for their continued patronage.

The Directors express their gratitude for the valuable advice, guidance and support received from time to time, from the auditors and the statutory authorities. The Directors express their deep sense of appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to retain market leadership in its business operations. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board

Date: April 18, 2013 CHANDA KOCHHAR

Place: Mumbai Chairperson

---

Mar 31, 2012

To the Members

ICICI Prudential Life Insurance Company Limited

Your Directors have pleasure in presenting the Twelfth Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2012.

PERFORMANCE

Fiscal 2012 was the first full year of operations for the life insurance industry since the regulatory changes to product structures that came into effect from September 1, 2010. During the year, the retail new business of the industry (in weighted terms) recorded a negative growth of 4.8%. Within this, the public sector grew 11.2% and the private sector companies as a whole had a negative growth of 23.9%.

(Rs, ''000)
Particulars	Fiscal 2011	Fiscal 2012
Premium income: -New business premium -Renewal premium	178,806,290 74,389,868 104,416,422	140,215,780 44,410,932 95,804,848
Profit/(Loss) before taxation	8,325,037	14,137,226
Provision for taxation (deferred tax)	(248,809)	(295,489)
Profit/(Loss) after taxation	8,076,228	13,841,737
Sum assured in force: -Basic policy -Total (Basic Riders)	1,350,544,690 1,737,644,341	1,651,229,818 2,082,990,383
Annualised premium equivalent (APE)	39,754,314	31,178,843
Assets held	681,504,252	707,711,056
Expense ratio*	16.0%	17.9%

* Expense ratio = Expenses (including commission and front line sales cost excluding unit expenses)/(Total premium income - 90% of single premium)

In line with the private sector performance, the Company registered a negative growth of 23.5% during FY2012. The Company had a private sector market share of 16.1% for the year as against 16.0% for fiscal 2011.

The key metrics for year ended March 31, 2012 are summarised below:

OUR REACH

The Company reaches its customers through 992 offices in 889 locations at March 31, 2012. At March 31, 2012, the Company had over 13,000 employees and over 130,000 advisors and is thus well equipped to cater to the needs of customers.

PRODUCTS

The Company offers a range of life, pension and health products across traditional and unit linked platforms with a view to provide a range of solutions to meet specific needs of customers.

DIVIDEND

The financial operations have resulted in a profit after tax of Rs, 13.84 billion as compared to a profit after tax of Rs, 8.08 billion for the previous year. The Board at its Meetings held on December 27, 2011 and January 17, 2012 had approved payment of interim dividend of Rs, 1.45 per share and Rs, 0.75 per share respectively. The Board at its Meeting held on April 25, 2012 recommended a final dividend of Rs, 0.70 per share which together with the interim dividend of Rs, 2.20 per share already declared and paid works out to a total dividend of Rs, 2.90 per share aggregating to Rs, 4.14 billion for fiscal 2012 representing a cumulative dividend rate of 30% for fiscal 2012. An amount of Rs, 1.38 billion was transferred to the reserves of the Company at March 31, 2012.

CLAIMS

The Company believes that claim settlement is the ultimate promise which needs to be delivered to policyholders/beneficiaries. Towards this objective, we have designed and developed robust claims processes and systems which ensures settlement of genuine and legitimate claims at the earliest, thereby protecting the interest of policyholders.

The Company has demonstrated its commitment by settling over 14,500 individual (life & health business) mortality claims and over 5,000 group mortality claims in fiscal 2012. For non-investigated claims, the average claim settlement was done within five days from receipt of last requirement as compared to the regulatory norm of 30 days.

SUBSIDIARY

The Company has a wholly owned subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM). PFM was appointed by the Pension Fund Regulatory and Development Authority (PFRDA) as a pension fund manager and acts as a fund manager under the National Pension System (NPS) for Indian citizens other than government employees. It is the only pension fund manager under NPS which is promoted by a life insurance company with experience in managing long term investments of life and pension funds.

During the year ended March 31, 2012, the subscribers'' funds managed by PFM have reached Rs, 291.9 million (Previous year: Rs, 107.7 million) and for the year ended March 31, 2012 the PFM registered a loss of Rs, 445,139 (previous year: loss of Rs, 2,158).

BOARD OF DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Adrian O'' Connor, Prof. Marti G. Subrahmanyam and Ms. Rama Bijapurkar will retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Mr. Adrian O'' Connor, Prof. Marti G. Subrahmanyam and Ms. Rama Bijapurkar have offered themselves for re-appointment.

AUDITORS

B S R & Co. and S. R. Batliboi & Co., Chartered Accountants, were appointed as joint statutory auditors of the Company at the 11^th Annual General Meeting to hold office up to the conclusion of the ensuing Annual General Meeting.

B S R & Co., Chartered Accountants, were first appointed as joint statutory auditors of the Company at the 7^th Annual General Meeting for FY2008. Pursuant to circular dated July 25, 2005 regarding the appointment of statutory auditors by insurance companies, IRDA requires that the joint statutory auditors should retire after completion of 5 years. Since B S R & Co. has completed the tenure of 5 years, it is now proposed to appoint S. B. Billimoria & Co. in place of B. S. R & Co., together with S. R. Batliboi & Co. as joint statutory auditors for FY2013.

A special notice has been received by the Company under Section 225(1) of the Companies Act, 1956 proposing the appointment of S. B. Billimoria & Co., Chartered Accountants as one of the joint Statutory Auditors of the Company in place of B S R & Co. No representation referred to in section 225(3) has been received from the retiring Auditors.

DETAILS AS PER SECTION 217(2A)

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and relevant particulars of the employees are set out in Annexure to the Directors'' Report.

RURAL AND SOCIAL BUSINESS

More than 331,133 policies were issued in rural areas, constituting over 32% of total policy issuances. The Company also covered more than 155,339 lives falling within the norm of ''social sector'' business.

INCREASE IN SHARE CAPITAL

The paid-up capital of the Company was increased by '' 3.9 million (face value) pursuant to exercise of stock options granted under the Employee Stock Option Scheme taking the paid-up capital to '' 14.29 billion (face value) at March 31, 2012.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

INTERNAL AUDIT AND COMPLIANCE FRAMEWORK

Internal Audit: The Company has in place an internal audit framework with a risk based audit approach. The basic philosophy of risk based internal audit is to provide reasonable assurance to the Board Audit Committee and top management about the adequacy and effectiveness of the risk management and control framework in the Company.

Review of controls is done by internal audit through execution of internal audits as per risk based audit plan. The internal audit covers auditing of processes, transactions and systems. Key audit observations and recommendations made are reported to the Board Audit Committee every quarter. Implementation of the recommendations is actively monitored.

The internal audit function is capable of reviewing and assessing the adequacy and effectiveness of, and the Company''s adherence to its internal controls as well as reporting on its policies and procedures.

Compliance: The Board Audit Committee oversees the compliance framework of the Company. The Compliance function disseminates appropriate laws, regulations and circulars related to insurance, anti money laundering and other regulatory requirements, to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued by the regulatory authority. The Compliance team also monitors the adequacy of the compliance framework across the Company. Key issues observed as part of this monitoring are reported to the Board Audit Committee, and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads is placed at the Board Audit Committee on a quarterly basis.

RISK MANAGEMENT FRAMEWORK

Investment risk: The Company uses the 1-year 99.5% Value at Risk (VaR) of the Embedded Value (EV) as a measure of exposure to market risk. The Company also conducts resilience testing of the balance sheet to evaluate the impact of market stresses on solvency and free assets.

For market risk management, the Company categorises its products based on their risk profiles.

a. Category 1: Participating and non participating endowment business.

The Company''s asset allocation strategy, which includes investments in equities, is designed to achieve the twin objectives of managing risks arising from guarantees and optimising returns, subject to regulatory constraints.

b. Category 2: Other conventional business - Annuity, Non Par Investment, Non-unit of unit linked business, Protection and Paid up fund of participating products.

Asset Liability Management is done by managing the duration gap between assets and liabilities. In addition, for certain products a cash flow matching strategy is used.

c. Category 3: Linked products with return and capital guarantee - Universal Life funds and Return Guarantee Funds.

The Company manages the investment risk arising from these products by setting limits on the equity backing ratio and debt duration.

d. Category 4: Linked products without guarantees.

The linked portfolio without guarantees has minimal investment risk to the solvency of the Company. These funds are managed with respect to an appropriate benchmark index and do not require any active ALM.

Credit risk is managed by restricting investments only to government bonds and highly rated corporate securities and continual monitoring of the credit portfolio. In addition, there are exposure limits to companies, groups and industries.

Liquidity risk is managed by specifying the minimum investment in cash and cash equivalent instruments and through cash flow matching for certain funds. Additionally, the Company has a liquidity contingency plan (LCP) which is implemented when the ratio of withdrawals to daily exchange turnover breaches a predefined threshold.

Insurance risk:

The Company uses the 1-year 99.5% Value at Risk (VaR) of the EV as the measure of risk exposure for persistency, mortality and morbidity risks.

The Company conducts its experience analysis regularly to compare actual experience with assumptions used for pricing and reporting to ensure that corrective action can be initiated at the earliest opportunity and assumptions are in line with experience. The Company uses reinsurance and underwriting as key mitigates for mortality and morbidity risk. The Company also reserves the right to review risk charges for certain products, in case of adverse experience, with IRDA approval.

Expense risk is recognised as a significant risk by the Company. The Company monitors the actual unit costs versus the planned unit costs for both acquisition and renewal expenses. In case of any adverse deviations, mitigation measures are taken.

The Company uses different key performance indicators to align interests and ensure adequate focus on expense and persistency.

Operational risk:

The Company identifies its operational risks through periodic Risk and Control Self Assessment (RCSA) which requires each business unit within the Company to identify and assess risks in terms of likelihood and impact. The risks identified are classified into risk categories including financial crime, business practice, process risk, people risk and outsourcing. The Company develops mitigation plans for high risk items. For each monitoring period, the past actual loss incidents and current audit findings are used to validate the RCSA. Additionally, the Company uses Key Risk Indicators (KRI) to monitor operational risk.

Corporate Governance

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

Philosophy of Corporate Governance

The Company''s corporate governance philosophy encompasses not only regulatory and legal requirements but also several voluntary practices aimed at a high level of business ethics, effective supervision and enhancement of value for all stakeholders, legally, ethically and on a sustainable basis, while ensuring fairness. The Insurance Regulatory & Development Authority (IRDA) had issued corporate governance guidelines applicable to all insurance companies. The Guidelines have come into force effective April 1, 2010. The Company had taken necessary steps and put in appropriate processes to ensure compliance with the same. The corporate governance framework adopted by the Company already encompasses a significant portion of the recommendations contained in the ''Corporate Governance Voluntary Guidelines 2009'' issued by the Ministry of Corporate Affairs, Government of India.

Whistle Blower Policy

The Company has formulated a Whistle Blower Policy. In terms of this policy, employees of the Company are free to raise issues, if any, on breach of any law, statute or regulation by the Company and on the accounting policies and procedures adopted for any area or item and report them to the Board Audit Committee through specified channels. This mechanism has been communicated and posted on the Company''s intranet.

Code of Conduct for Personal Investments

The Company has a Code of Conduct for personal investments. The objective of the Code is to prohibit insider trading in any manner by the Access Persons and to maintain confidentiality of unpublished price sensitive information and access to information on a "need to know" basis. The Code is applicable to all "Access Persons" and their "Family Members" as defined in this Code and forms a part of the code of conduct for such employees.

Code of business conduct and ethics

The Board of Directors has approved a Code of Business Conduct and Ethics for Directors and employees of the Company. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company.

The Code lays down the broad framework of general guiding principles.

Board of Directors

The Company has a broad-based Board of Directors, constituted in compliance with the Companies Act, 1956 and in accordance with good corporate governance practices. The Board comprises fourteen Directors; four nominated by ICICI Bank Limited, two nominated by Prudential Plc, five independent Directors, the Managing Director & CEO and two Executive Directors. Except the Managing Director & CEO and the two Executive Directors, all other Directors including the Chairperson of the Board are non-executive Directors. There is a clear segregation of responsibility and authority between the non-executive Directors and the executive management. The Board is responsible for overall corporate strategy and other responsibilities as laid down by IRDA under the Corporate Governance guidelines. The Managing Director & CEO and the Executive Directors oversee implementation of strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of executive, non-executive and independent Directors to maintain the professionalism and independence of the Board. The independent Directors are eminent personalities with significant expertise in the fields of finance, law, strategy and marketing. None of the Directors are related to any other Director or employee of the Company.

The Board functions either as a full Board or through various Committees constituted to oversee specific operational areas. The Board has constituted six Committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Customer Service & Policyholders'' Protection Committee, Board Compensation & Nominations Committee and Share Transfer Committee. These Board Committees mainly consist of independent/non-executive Directors and all the Committees are chaired by independent Directors.

At March 31, 2012, the Board of Directors consisted of 14 members. There were five Meetings of the Board during FY2012 - on April 21, July 21, October 14 and December 27 in 2011 and January 17 in 2012.

The names of the Directors and their attendance at Board Meetings during the year are set out in the following table:

Name of the Director	Qualification	Field of specialisation	Number of Board Meetings Held : 5 Attended
Ms. Chanda Kochhar, Chairperson (Nominee of ICICI Bank)	MMS - Finance, ICWA	Banking, Financial Services	5
Mr. N. S. Kannan, Non Executive Director (Nominee of ICICI Bank)	Bachelor of Engineering (Honours), PGDM, Chartered Financial Analyst (CFA)	Banking, Financial Services	5
Mr. K. Ramkumar, Non Executive Director (Nominee of ICICI Bank)	B. Sc, PG Diploma in Personnel Management	Human Resources Management, Customer Service and Operations	4
Mr. Rajiv Sabharwal, Non Executive Director (Nominee of ICICI Bank)	B. Tech, MBA	Banking, Financial Services	5
Mr. Barry Stowe, Non Executive Director (Nominee of Prudential Corporation)	BA - Politics	Life insurance, fund management	3*
Mr. Adrian O''Connor Non Executive Director (Nominee of Prudential Corporation)	Fellow of the Institute of Actuaries and Fellow of Society of Actuaries	Financial management, strategic planning	3*
Mr. Keki Dadiseth, Independent Director	B. Com, F.C.A (England and Wales)	Finance	3
Prof. Marti G. Subrahmanyam, Independent Director	B.Tech, PGDM , Ph.D.	Corporate finance, capital markets and international finance	3*
Ms. Rama Bijapurkar, Independent Director	B.Sc (Hon.), PGDM	Market strategy	4
Mr. Vinod Kumar Dhall, Independent Director	LLB , M.Sc, Masters degree in Mathematics	Corporate Affairs, Law	4
Mr. Sridar Iyengar, Independent Director	B. Com (Hons), FCA	Finance, Accounts & Audit	3*
Mr. Sandeep Bakhshi, Managing Director & CEO (w.e.f August 1, 2010)	B.E (Mech), PGDM	Corporate Banking, Insurance, Financial Services	5
Mr. Puneet Nanda, Executive Director	B.E, PGDM	Insurance, Financial Services	5
Mr. Madhivanan Balakrishnan, Executive Director	B. Sc (Chemistry), MBA	Banking, Financial Services	5

* Participated in one Meeting through teleconference not included in the table above

Board Committees

The Board has six Committees, details of which are as follows:

a) Board Audit Committee

Terms of reference:

I. Accounts & Audit

- Oversee the financial statements, financial reporting, statement of cash flow and disclosure processes both on an annual and quarterly basis.

- Recommend the appointment, re-appointment and, if required, the replacement or removal; remuneration, performance and oversight of the work of the auditors (internal/statutory/concurrent).

- Oversight of the procedures and processes established to attend to issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person.

- Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern.

- Approval of payment to statutory auditors and internal auditors or any of its associated persons or companies, for any other services rendered by them.

- Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

- Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.

- Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustments made in the financial statements arising out of audit findings.

- Compliance with listing and other legal requirements relating to financial statements to the extent applicable.

- Disclosure of any related party transactions.

- Qualifications in the draft audit report.

- To the extent applicable review with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

- Review of housekeeping items, particularly review of suspense balances, reconciliations (including Subsidiary General Ledger (SGL) accounts) and other outstanding assets & liabilities.

II. Internal Audit

- Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

- Oversee the efficient functioning of the internal audit department and review its reports. The Committee will additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice.

- Set-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms.

- Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

- Review with the management, performance of internal auditors, and the adequacy of the internal control systems.

- Look into the reasons for substantial defaults in the payment, if any, to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

- Review the functioning of the Whistle Blower mechanism.

III. Compliance & Ethics

- Monitor the compliance function and the Company''s risk profile in respect of compliance with external laws and regulations and internal policies, including the Company''s code of ethics or conduct.

- Review reports on the above and on proactive compliance activities aimed at increasing the Company''s ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same.

- Supervise and monitor matters reported using the Company''s whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations.

- Advise the Board on the effect of the above on the Company''s conduct of business and helping the Board set the correct "tone at the top" by communicating, or supporting the communication, throughout the Company of the importance of ethics and compliance.

- Approve compliance programmes, reviewing their effectiveness on a regular basis and signing off on any material compliance issues or matters.

- Review key transactions involving conflict of interest.

- Review the Anti Money Laundering (AML)/Counter -Financing of Terrorism (CFT) policy annually and review the implementation of the Companies AML/CFT programme.

- Review compliance of Insurance Regulatory & Development Authority (IRDA) Corporate Governance guidelines.

- Monitor the directives issued/penalties imposed/ penal action taken against the Company under various laws and statutes and action taken for corrective measures.

Members & Attendance details:

Name of the member	Number of Meetings Held : 5 Attended
Mr. Keki Dadiseth - Chairman	5
Mr. K. Ramkumar	5
Mr. Adrian O''Connor	2

b) Board Risk Management Committee

Terms of reference:

I. Risk Management:

- Assist the Board in effective operation of the risk management system by performing specialised analyses and quality reviews.

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

- Report to the Board details on the risk exposures and the actions taken to manage the exposures.

- Advise the Board with regard to risk management decisions in relation to strategic and operational matters such as corporate strategy and acquisitions and related matters.

II. Asset Liability Management (ALM):

- Formulate and implement optimal ALM strategies, both at product level and enterprise level and meeting risk/reward objectives.

- Lay down the risk tolerance limits.

- Monitor risk exposures at periodic intervals and revise ALM strategies where required.

- Place the ALM information before the Board at periodic intervals.

Members & Attendance details:

Name of the member	Number of Meetings Held : 4 Attended
Prof. Marti G. Subrahmanyam - Chairman	3
Ms. Rama Bijapurkar	4
Mr. N. S. Kannan	4
Mr. Adrian O''Connor	2

c) Board Investment Committee

Terms of reference:

- Responsible for laying down an overall Investment Policy and operational framework for the investment operations of the Company. The Policy should focus on prudential Asset Liability Management (ALM) supported by robust internal control systems. The Investment Policy and operational framework should, inter alia, encompass aspects concerning liquidity for smooth operations, compliance with prudential regulatory norms on investments, risk management/ mitigation strategies to ensure commensurate yield on investments and above all protection of policyholders'' funds.

- Responsible for a periodic review of the Investment Policy based on the performance of investments and the evaluation of dynamic market condition.

- Put in place an effective reporting system to ensure compliance with the Policy set out by it apart from Internal/Concurrent Audit mechanisms for a sustained and on-going monitoring of Investment Operations.

- Set the Company''s risk/reward objectives and assess policyholders'' expectations.

- Quantify the level of risk exposure and assess the expected rewards and costs associated with the risk exposure.

- To furnish a report to the Board on the performance of Investments at least on a quarterly basis and provide analysis of its Investment portfolio and on the future outlook.

Name of the member	Number of Meetings Held : 4 Attended
Prof. Marti G. Subrahmanyam - Chairman	3
Mr. N. S. Kannan	4
Mr. Adrian O''Connor	2
Mr. Sandeep Bakhshi	4
Mr. Puneet Nanda	4
Dr. Avijit Chatterjee	4
Mr. Manish Kumar	4

d) Board Customer Service & Policyholders'' Protection Committee

Terms of reference:

- Putting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including misspelling by intermediaries

- Ensure compliance with the statutory requirements as laid down in the regulatory framework pertaining to policyholders'' protection

- Review of the mechanism at periodic intervals

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

- Review the status of complaints of the policyholders at periodic intervals

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

- Provide details of insurance ombudsmen to the policyholders

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

- Oversee the functions of the customer service council

- Review measures for enhancing the quality of customer service

- Provide guidance to improve in the overall satisfaction level of customers

Members & Attendance details:

Name of the member	Number of Meetings Held : 4 Attended
Mr. Vinod Kumar Dhall - Chairman	4
Mr. K. Ramkumar	4
Mr. Adrian O''Connor	3

e) Board Compensation & Nominations Committee

Terms of reference:

- Recommending appointment of Directors on the Board

- Fix remuneration of the Directors

- Approve executive compensation program

Members & Attendance details:

Name of the member	Number of Meetings Held : 3 Attended
Ms. Rama Bijapurkar - Chairperson	3
Prof. Marti G. Subrahmanyam	2
Mr. Vinod Kumar Dhall	3
Mr. K. Ramkumar	3
Mr. Adrian O''Connor	2

Remuneration policy

The Board Compensation and Nominations Committee determines and recommends to the Board the amount of remuneration, including performance bonus and perquisites, payable to the whole time Directors on certain parameters.

The following table sets out the details of remuneration (including perquisites and retrial benefits) paid to whole time Directors for FY2012.

('' ''000)

Details	Mr. Sandeep Bakhshi, Managing Director & CEO	Mr. Puneet Nanda Executive Director	Mr. Madhivanan Balakrishnan, Executive Director
Basic	8,752	5,557	5,557
Bonus	4,508	3,938	4,053
Retirals	1,779	1,130	1,130
Allowances/	5,432	5,587	5,406
Perquisites
LTRS*	-	2,000	-

* Long Term Reward Scheme

Sitting fees paid to independent Directors during the financial year ended March 31, 2012:

Name of the Director	Amount (in Rs,)
Mr. Keki Dadiseth	160,000
Prof. Marti G. Subrahmanyam	220,000
Ms. Rama Bijapurkar	220,000
Mr. Vinod Kumar Dhall	220,000
Mr. Sridar Iyengar	60,000

f) Share Transfer Committee

Terms of reference:

- Approval and rejection of transfer and transmission of shares in physical form

- Approval and rejection of requests for split and consolidation of share certificates

- Approval and rejection of issue of duplicate share certificates

- Any other activities which are incidental or ancillary thereto

Mr. Vinod Kumar Dhall (Chairman)

Mr. Keki Dadiseth

Mr. Sandeep Bakhshi, Managing Director & CEO

During the year, no Meetings of the Committee were held.

Grievance Redressal Committee

Grievance Redressal Committee is formed as per the Redressal of Public Grievances Rules, 1998 to provide effective grievance redressal to the policyholders. The Committee consists of two external members and three members from senior management team of the Company. Mr. R. Narayanan, an external member, chairs the Committee. As part of the grievance redressal mechanism, the GRC is set up as the final authority to address the policyholders'' grievances before approaching the Ombudsman office. Additionally, the Committee focuses on building and strengthening customer service orientation in the Company by initiating various measures including simplifying processes for improvement in customer service levels. The Committee holds quarterly review Meetings to discuss service updates, claims experiences, ongoing projects specifically targeted towards improvement of customer service and appropriate actions arising from discussions.

The GRC carries out the following specific functions:

a) Evaluate feedback on quality of customer service and claims experience.

b) Review and approve representations received on claims repudiations.

c) Ensure that the Company follows all prescribed regulatory requirements on policyholder service.

d) Submit report on its performance to the Customer Service & Policyholder Protection Committee (CS & PPC) on a quarterly basis.

The key discussions of the GRC Meeting are put up at the Board Customer Service & Policyholders'' Protection Committee for information.

The following special resolutions were passed by the members during the last three Annual General Meeting:

General Body Meetings

The details of the last three Annual General Meetings (AGM) are given below:

Financial Year ended	Day, Date	Start time	Venue
Ninth AGM Tenth AGM Eleventh AGM	Friday, June 12, 2009 Thursday, September 9, 2010 Tuesday, July 19, 2011	11.00 a.m. 11.30 a.m. 3.00 p.m.	ICICI PruLife Towers, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025 ICICI PruLife Towers, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025 ICICI PruLife Towers, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025

Annual General Meeting held on June 12, 2009

- Appointment of Mr. V. Vaidyanathan as the Managing Director & CEO of the Company for a period of five years effective May 1, 2009.

- Supplementary Allowance payable to Ms. Shikha Sharma, Managing Director, Mr. N. S. Kannan, and Mr. Bhargav Dasgupta, Executive Directors.

Annual General Meeting held on September 9, 2010

- Appointment of Mr. Sandeep Bakhshi as the Managing Director & CEO of the Company for a period of five years effective August 1, 2010.

- Appointment of Mr. Puneet Nanda as the Executive Director of the Company for a period of five years effective August 1, 2010.

- Appointment of Mr. Madhivanan Balakrishnan as the Executive Director of the Company for a period of five years effective August 1, 2010.

Annual General Meeting held on July 19, 2011

- Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

- Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

- Revision in remuneration payable to Mr. Madhivanan Balakrishnan, Executive Director.

General Shareholder Information

General Body Meeting	Day, Date & Time	Venue
Twelfth AGM	Monday, June 18, 2012, 11.00 a.m.	ICICI Prulife Towers, 1089, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025

Share Transfer System

The Company''s investor services are handled by 3i Infotech Limited (3i Infotech). 3i Infotech is a SEBI registered Category I - Registrar to an Issue & Share Transfer (R&T) Agent. 3i Infotech is a global information technology Company providing technology solutions and in addition to R&T services provides software products, managed IT Services, application software development & maintenance, payment solutions, business intelligence, document imaging & digitization, IT consulting and various transaction processing services. 3i Infotech''s quality certifications include SEI CMMI Level 5 for software business, ISO 9001:2000 for BPO (including R&T), ISO 27001:2005 for infrastructure services and ISO 20000-1:2005 for Data Centre Management Services.

Physical share transfer requests are processed and the share certificates are returned normally within a period of fifteen days from the date of receipt, if the documents are correct, valid and complete in all respects.

Registrar and Transfer Agent

The address of the Registrar and Transfer Agent of the Company is as follows.

3i Infotech Limited International Infotech Park Tower 5, 3rd Floor Vashi Railway Station Complex Vashi, Navi Mumbai 400 703 Maharashtra, India Tel No. : 91-22-6792 8000 Fax No. : 91-22-6792 8099

ADDITIONAL INFORMATION

In view of the nature of business activity of the Company, the information relating to the conservation of energy and technology absorption, as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not required to be given. Details of foreign exchange earnings and outgo required under above Rules are as under:

Foreign exchange earnings and outgo

-Earnings _ ₆₂₆₉

^-°utgo 437,160 315,689

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

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

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

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors are grateful to the Insurance Regulatory & Development Authority, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Directors would also like to take this opportunity to express sincere thanks to its valued customers for their continued patronage.

The Directors express their gratitude for the valuable advice, guidance and support received from time to time, from the auditors and the statutory authorities. The Directors express their deep sense of appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to retain market leadership in its business operations. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board

Date: April 25, 2012 CHANDA KOCHHAR

Place: Mumbai Chairperson

---

Mar 31, 2011

The Directors have pleasure in presenting the Eleventh Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2011.

PERFORMANCE

The performance for year ended March 31, 2011 is summarised below:

(Rs, ''000)

Particulars	Fiscal 2010	Fiscal 2011
Number of new policies (in ''000)	1,762	1,351
Financial parameters
Premium income:	165,287,541	178,806,290
-, New business premium	63,339,231	78,621,397
-, Renewal premium	101,948,310	100,184,893
Profit before taxation	2,805,295	8,325,037
Provision for taxation (deferred tax)	(225,610)	(248,809)
Profit after taxation	2,579,685	8,076,228
Sum assured in force:
-, Basic policy	1,554,604,064	1,350,544,690
-, Total (Basic Riders)	1,837,566,001	1,737,644,341
Annualised premium equivalent (APE1)	53,447,541	39,754,314
Assets held	573,186,159	681,504,252
Expense ratio*	9.1%	8.2%
Sales and distribution strength
Geographical spread:
-, Number of offices	1,918	1,404
-, Number of locations	1,726	1,256
Number of advisors (in ''000)	211	176

* Expense ratio = All expenses (excluding commission and front line sales cost)/(Total premium income - 90% of single premium)

During the year ended March 31, 2011, the Company registered a premium income of Rs, 178.80 billion, showing an increase of 8.2% over the earlier year. The Company''s new business premium income stood at Rs, 78.62 billion showing a growth of 24.1% over the earlier year. The renewal premium stood at Rs, 100.18 billion for the year, down by 1.7% over the earlier year.

OUR REACH

The Company reaches its customers through 1,404 offices in 1,256 locations at March 31, 2011. At March 31, 2011, the Company had over 13,000 employees and over 176,000 advisors and is thus well equipped to cater to the needs of customers.

PRODUCTS

The Company introduced a new set of non-linked products and revamped its linked products during the year. The new products are focused on achieving a more balanced product mix.

¹ Annualised Premium Equivalent - Annualised premium for all policies issued during the year with a weight of 10% considered for single premium and group premium.

DIVIDEND

The financial operations have resulted in a profit (after tax) of Rs, 8.08 billion as compared to a profit (after tax) of Rs, 2.58 billion for the earlier year. However, in view of the accumulated losses of the Company to the tune of Rs, 27.11 billion, the Directors are unable to recommend a dividend for the current financial year.

CLAIMS

The Company believes that claim settlement is the ultimate promise which needs to be delivered to policyholders/ beneficiaries. Towards this objective, we have designed and developed robust claims processes and systems which ensures settlement of genuine and legitimate claims at the earliest, thereby protecting the interest of policyholders. The Company has demonstrated its commitment by settling over 14,700 mortality claims in fiscal 2011. The average claim settlement was done within 7 days from receipt of last requirement as compared to the regulatory norm of

30 days.

GOVERNANCE

As a good corporate citizen reflecting the parentage of the shareholders, the Company has institutionalised its governance framework, brief details of which are as follows:

A. BOARD OF DIRECTORS

The Board comprises fourteen Directors; four nominated by ICICI Bank Limited, two nominated by Prudential Plc, five Independent Directors, a Managing Director & CEO and two Executive Directors. Except the two Executive Directors and the Managing Director & CEO, all other Directors including the Chairperson of the Board are NonExecutive Directors. There is a clear segregation of responsibility and authority between the Chairperson and the Managing Director & CEO. The Board is responsible for overall corporate strategy and other responsibilities as laid down by IRDA under the Corporate Governance guidelines. The Managing Director & CEO and the Executive Directors oversee implementation of strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the professionalism and independence of the Board. The Independent Directors are eminent personalities with significant expertise in the fields of finance, law, strategy, marketing and insurance. None of the Directors are related to any other Director or employee of the Company.

During the year, the Board appointed Rajiv Sabharwal as a Nominee Director of ICICI Bank and Sridar Iyengar as an Independent Director.

Keki Dadiseth, Vinod Kumar Dhall and N. S. Kannan will retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

B. BOARD COMMITTEES

The Board has six Committees, details of which are as follows:

1. Board Audit Committee:

Members:

Keki Dadiseth (Chairman)

K. Ramkumar Adrian O''Connor

Terms of reference:

I. Accounts & Audit

-, Oversee the financial statements, financial reporting, statement of cash flow and disclosure processes both on an annual and quarterly basis.

-, Recommend the appointment, re-appointment and, if required, the replacement or removal; remuneration, performance and oversight of the work of the auditors (internal/statutory/ concurrent).

-, Oversight of the procedures and processes established to attend to issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person.

-, Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern.

-, Approval of payment to statutory auditors and internal auditors or any of its associated persons or companies, for any other services rendered by them.

-, Aeviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

-, Aatters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.

-, Changes, if any, in accounting policies and practices and reasons for the same.

-, Aajor accounting entries involving estimates based on the exercise of judgment by management.

-, Aignificant adjustments made in the financial statements arising out of audit findings.

-, Aompliance with listing and other legal requirements relating to financial statements to the extent applicable.

-, Disclosure of any related party transactions.

-, Qualifications in the draft audit report.

-, Ao the extent applicable review with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

II. Internal Audit

-, A eview the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

-, Oversee the efficient functioning of the internal audit department and review its reports. The Committee will additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice.

-, A et-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms.

-, A eview the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

-, A eview with the management, performance of statutory and internal auditors, and the adequacy of the internal control systems.

-, Aook into the reasons for substantial defaults in the payment, if any, to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

-, Review the functioning of the Whistle Blower mechanism.

III. Compliance & Ethics

-, Monitor the compliance function and the Company''s risk profile in respect of compliance with external laws and regulations and internal policies, including the Company''s code of ethics or conduct.

-, Overview reports on the above and on proactive compliance activities aimed at increasing the Company''s ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same.

-, Supervise and monitor matters reported using the Company''s whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations.

-, Advisee the Board on the effect of the above on the Company''s conduct of business and helping the Board set the correct "tone at the top” by communicating, or supporting the communication, throughout the Company of the importance of ethics and compliance.

-, Approve compliance programmes, reviewing their effectiveness on a regular basis and signing off on any material compliance issues or matters.

-, To review key transactions involving conflict of interest.

2. Board Risk Management Committee: Members:

Marti G. Subrahmanyam (Chairman)

Rama Bijapurkar N. S. Kannan Adrian O''Connor

Terms of reference: I. Risk Management:

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

-, Maintain a group wide and aggregated view on the risk profile of the Company in addition to the solo and individual risk profile.

-, O report to the Board details on the risk exposures and the actions taken to manage the exposures.

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

II. Asset Liability Management (ALM):

-, Formulate and implement optimal ALM strategies, both at product level and enterprise level and meeting risk/reward objectives.

-, Okay down the risk tolerance limits.

-, monitor risk exposures at periodic intervals and revise ALM strategies where required.

-, O lace the ALM information before the Board at periodic intervals.

3. Board Investment Committee Members:

Marti G. Subrahmanyam (Chairman)

N. S. Kannan Adrian O''Connor

Sandeep Bakhshi, Managing Director & CEO Puneet Nanda, Executive Director Avijit Chatterjee, Appointed Actuary Manish Kumar, Head - Investments

Terms of reference:

-, A esponsible for laying down an overall Investment Policy and operational framework for the investment operations of the Company. The Policy should focus on prudential Asset Liability Management (ALM) supported by robust internal control systems. The Investment Policy and operational framework should, inter alia, encompass aspects concerning liquidity for smooth operations, compliance with prudential regulatory norms on investments, risk management/mitigation strategies to ensure commensurate yield on investments and above all protection of policyholders'' funds.

-, A esponsible for a periodic review of the Investment Policy based on the performance of investments and the evaluation of dynamic market condition.

-, Put in place an effective reporting system to ensure compliance with the Policy set out by it apart from Internal/Concurrent Audit mechanisms for a sustained and on-going monitoring of Investment Operations.

-, Set the Company''s risk/reward objectives and assess policyholders'' expectations.

-, Quantify the level of risk exposure and assess the expected rewards and costs associated with the risk exposure.

-, Ao furnish a report to the Board on the performance of Investments atleast on a quarterly basis and provide analysis of its Investment portfolio and on the future outlook.

4. Board Policyholders'' Protection Committee Members:

Vinod Kumar Dhall (Chairman)

K. Ramkumar

Adrian O''Connor

Terms of reference:

-, A utting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including misselling by intermediaries

-, A nsure compliance with the statutory requirements as laid down in the regulatory framework pertaining to policyholders'' protection

-, Review of the mechanism at periodic intervals

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

-, A eview the status of complaints of the policyholders at periodic intervals

-, A rovide the details of grievances at periodic intervals in such formats as may be prescribed by the Authority

-, A rovide details of insurance ombudsmen to the policyholders

-, A hape the customer service philosophy and policies of the organisation based on the overall environment in the financial services industry

-, Aversee the functions of the customer service council

-, Review measures for enhancing the quality of customer service

-, Provide guidance to improve in the overall satisfaction level of customers

5. Board Compensation & Nominations Committee Members:

Rama Bijapurkar (Chairperson)

Marti G. Subrahmanyam Vinod Kumar Dhall K. Ramkumar Adrian O''Connor

Terms of reference:

-, O ominating Directors on the Board

-, O ix remuneration of the Directors

-, O pprove executive compensation program

6. Share Transfer Committee Members:

Vinod Kumar Dhall (Chairman)

Keki Dadiseth

Sandeep Bakhshi, Managing Director & CEO

Terms of reference:

-, Approval and rejection of transfer and transmission of shares in physical form

-, Approval and rejection of requests for split and consolidation of share certificates

-, Approval and rejection of issue of duplicate share certificates

-, Only other activities which are incidental or ancillary thereto

C. INTERNAL AUDIT AND COMPLIANCE FRAMEWORK

Internal Audit: The Company has in place an internal audit framework with a risk based audit approach. The basic philosophy of risk based internal audit is to provide reasonable assurance to the Board Audit Committee and top management about the adequacy and effectiveness of the risk management and control framework in the Company.

Review of controls is done by internal audit through execution of internal audits as per risk based audit plan. The internal audit covers auditing of processes, transactions and systems. Key audit observations and recommendations made are reported to the Board Audit Committee every quarter. Implementation of the recommendations is actively monitored.

The internal audit function is capable of reviewing and assessing the adequacy and effectiveness of, and the Company''s adherence to its internal controls as well as reporting on its policies and procedures.

Compliance: The Board Audit Committee oversees the compliance framework of the Company. The Compliance function disseminates appropriate laws & regulations to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws & regulations issued by the regulatory authority. The Compliance team also monitors the adequacy of compliance framework across the Company, any key issues observed as a part of this monitoring are reported to the Board Audit Committee, and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certifications from respective functional heads is placed at the Board Audit Committee on a quarterly basis.

D. RISK MANAGEMENT FRAMEWORK

Investment Risk: The Company uses the 1-year 99.5% Value at Risk (VaR) of the Embedded Value (EV) as a measure of risk exposure for market risk. The Company also conducts resilience testing of the balance sheet to evaluate the impact of market stresses on solvency and free assets.

The assets under management for the linked portfolio, in respect of which there is minimal investment risk on the regulatory Balance Sheet, amount to around 90% of the policyholders'' funds. However, the linked funds for future appropriation (FFA), which arise from lapsed policies after adjusting for revivals, expose the Company to market risks to a limited extent.

For the non-participating portfolio, Asset Liability Management (ALM) is done through design of appropriate strategic asset allocation as per the risk characteristics of the portfolio. The Company regularly monitors the equity backing ratios and asset liability duration mismatch as per the Investment Specifications which define the strategic asset allocation. In addition, for certain products, a cashflow matching strategy is also used.

On the participating portfolio, the Company''s asset allocation strategy, which includes investments in equities, is designed to achieve the twin objectives of managing risks arising from guarantees and optimising returns, subject to regulatory constraints.

Credit risk is managed by restricting investments only in government bonds and highly rated corporate securities and constant monitoring of the credit portfolio. In addition, there are exposure limits to companies, groups and industries.

Insurance risks: The Company uses the 1-year 99.5% Value at Risk (VaR) of the EV as the measure of risk exposure for persistency, mortality and morbidity risks.

The Company conducts its experience analysis regularly to compare actual experience with assumptions used for pricing and EV calculations to ensure that corrective action can be initiated at the earliest opportunity and assumptions are in line with experience. The Company uses reinsurance and underwriting as key mitigants for mortality and morbidity risk. The Company also reserves the right to review risk charges for certain products, in case of adverse experience, with IRDA approval.

Expense risk is recognised as a significant risk by the Company as it impedes the development of the EV. The Company monitors the actual unit costs versus the planned unit costs for both acquisition and renewal expenses. In case of any adverse deviations, mitigation measures are taken.

Operational Risks: The Company identifies its Operational Risks through periodic Risk and Control Self Assessment (RCSA) which requires each business unit within the Company to identify and assess risks in terms of likelihood and impact. The risks identified are classified into seven risk classes (similar to the Basel II classification). The risk events are then mapped to the existing control framework to determine the residual risk, if any. The Company also measures loss incidents to track the extent of operational risk.

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy which serves as a channel of communication to employees, who know or have genuine suspicion of breaches to the Code of Conduct, any legal violation in relation to work related issues or non adherence to accounting policies & procedures adopted to present true and fair view of the operations & financial position of the Company.

RURAL AND SOCIAL BUSINESS

More than 352,899 policies were issued in rural areas, constituting over 25.7% of total policy issuances. The Company also covered more than 159,427 lives falling within the norm of ''social sector'' business.

DETAILS AS PER SECTION 217(2A)

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and relevant particulars of the employees are set out in Annexure to the Directors'' Report.

INCREASE IN SHARE CAPITAL

The paid-up capital of the Company was increased by '' 3.2 million (face value) contributed by members of the Employee Stock Option Scheme taking the paid-up capital to '' 14.28 billion (face value) at March 31, 2011.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

AUDITORS

B S R & Co. and Walker, Chandiok & Co, Chartered Accountants, were re-appointed as joint statutory auditors of the Company at the 10^th Annual General Meeting to hold office up to the conclusion of the ensuing Annual General Meeting.

Walker, Chandiok & Co, Chartered Accountants, were first appointed as joint statutory auditors of the Company at the 6^th Annual General Meeting for fiscal 2007. Pursuant to circular dated July 25, 2005 regarding the appointment of statutory auditors by insurance companies, IRDA requires that the joint statutory auditors should retire after completion of 5 years. Since Walker, Chandiok & Co has completed the tenure of 5 years, it is now proposed to appoint S. R. Batliboi & Co. in place of Walker, Chandiok & Co, together with B S R & Co. as joint statutory auditors for fiscal 2012. A special notice has been received by the Company under Section 225(1) of the Companies Act, 1956 proposing the appointment of S. R. Batliboi & Co., Chartered Accountants as one of the joint Statutory Auditors of the Company in place of Walker, Chandiok & Co No representation referred to in section 225(3) has been received from the retiring Auditors.

ADDITIONAL INFORMATION

In view of the nature of business activity of the Company, the information relating to the conservation of energy and technology absorption, as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not required to be given. Details of foreign exchange earnings and outgo required under above Rules are as under:

___(Rs, ''000)

Particulars	Fiscal 2010	Fiscal 2011
Foreign exchange earnings and outgo
- Earnings	9,354	—
- Outgo	281,640	437,160

SUBSIDIARY

The Company has a wholly owned subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM). The PFM was appointed by the Pension Fund Regulatory and Development Authority (PFRDA) as a pension fund manager and acts as a fund manager under the New Pension Scheme (NPS) for Indian citizens other than government employees. It is the only pension fund manager under NPS which is promoted by a life insurance company with experience in managing long term investments of life and pension funds.

During the year ended March 31, 2011, the subscribers'' funds managed by PFM have reached Rs, 107.7 million (previous year: Rs, 13.2 million) and for the year ended March 31, 2011 the PFM registered a loss of Rs, 2,158 (previous year: loss of Rs, 137,455).

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

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 the Company at the end of the financial year and of the profit of the 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

ACKNOWLEDGEMENTS

The Directors are grateful to the Insurance Regulatory & Development Authority, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Directors would also like to take this opportunity to express sincere thanks to its valued customers for their continued patronage.

The Directors express their gratitude for the valuable advice, guidance and support received from time to time, from the auditors and the statutory authorities. The Directors express their deep sense of appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to retain market leadership in its business operations. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board

Chanda Kochhar

Chairperson

Mumbai,

April 21, 2011