Performance of the Company

The Company is proud to celebrate 25 years of service to its customers in FY2026. Trusted by over 20 crore Indians, it has carried the responsibility and pride in protecting families and supporting them in their long-term savings goal. The Company's primary objective is to create stakeholder value by driving absolute Value of New Business (VNB) growth for its customers, employees and shareholders. Customer-centricity continues to be at the core of everything the Company does. Through the "3C framework" comprising Customer centricity, Competency, and Catalyst, the Company aims to deliver sustainable VNB4 growth by balancing business growth and profitability, with risk and prudence. Furthermore, Environmental, Social, and Governance (ESG) factors have been integrated into the business processes. The Company continues to monitor its performance against this 3C framework; for further details, please refer to the ‘Strategy and Performance' section within the "Management Discussion and Analysis" portion of this Report.

Customer Centricity

The Company aims to deliver superior customer value through tailored product propositions, seamless onboarding, best-in-class service, complemented by a commitment to settling claims with utmost sensitivity and care. To achieve this, the Company endeavors to provide frictionless digital onboarding and 24x7 assistance for maximum convenience. Furthermore, the Company remains committed to fulfill the claim promise through faster settlements, while striving to offer superior customer experience and maintain healthy persistency ratios.

Competency

The Company continues to leverage its core strengths: a comprehensive product suite, an extensive distribution network and superior operational efficiency. It endeavors to provide the right product to the right customer and offer innovative product propositions addressing dynamic customer needs across life stages. In line with the Company's objective to build a diversified distribution network, it continuously focusses on investment & growth in proprietary channels, adding new partnerships and improving the share of shop in existing ones, deepen penetration in micro markets and be the most partnerable insurer. By deepening distribution, it intends to gain access to a wider range of customer profiles, which enhances the ability to seamlessly shift between product segments as per macro-environment.

The Company is committed to delivering a seamless and hassle-free experience throughout the entire policy life cycle. By leveraging external data sources for KYC,5 financial underwriting through ecosystem enablers, advanced underwriting and integration with new age payment technologies, the Company has simplified the onboarding process. 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' by embedding AI/ML6 across the customer journey - driving targeted demand generation, automated underwriting, improved renewal retention, enhanced customer service, and effective claims investigation.

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 is focused on further strengthening its leadership position amongst India's top private sector life insurance companies and gain new business premium market share and overall sum assured market share.

The Company is committed to offering right products to the right customers and delivering them through the right channel. By leveraging its strong brand, continuous product innovation and well-diversified distribution, it is confident to deliver sustainable business growth. The Company continuously works at strengthening its distribution network by closely aligning distribution verticals with specific customer needs and products. Acquiring new partners and investing in innovative sourcing channels also remain key focus areas. Further, the endeavour is to drive business growth through micro market strategy. By deepening distribution, the Company intends to gain access to a wider range of customer profiles, which enhances its ability to seamlessly shift between product segments as per the prevailing macro environment. This strategy helps the Company keep product and channel mix balanced and deliver sustainable growth irrespective of the market environment.

The protection business remains a core priority. Retail protection segment offers a multi-decadal growth opportunity due to the current under-penetration, further complemented by GST reforms effective September 2025. Significant opportunities also lie in the credit life and group term segments as the economy expands.

Additionally, the Company will continue to address retirement saving needs. The Company also has product innovation as a core focus of its business strategy. It continues to build on its legacy of innovation to meet the evolving needs of the customers through continuous innovation and expansion of its product portfolio and thereby broadening the customer base.

Profitability

The Company 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.

Cost-to-premium ratio for the savings line of business reduced by 40 basis points from 12.5% in FY2025 to 12.1% in FY2026. The reduction in cost ratios is a result of the various cost optimisation initiatives undertaken in the past two years to make the cost structure aligned to the prevailing product mix. The cost ratio reduction is after accounting for unavailability of input tax credit, effective September 22, 2025. The total cost-to-premium ratio for FY2026 stood at 18.2% and remained stable at previous year's levels.

Risk and Prudence

The Company's strong and resilient balance sheet is an outcome of its robust governance framework. With a disciplined focus on right selling, right sourcing and right onboarding, risk management is embedded across organisational culture, sales & processes.

Environmental, Social and Governance (ESG)

At its core, Sustainability is the foundation of the Company's customer-centric strategy. The Company is dedicated to providing families with a robust financial safety net while empowering them to reach their long-term financial milestones. The Company remains steadfast in its commitment to embedding ESG principles into its core business processes.

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

Fund Raise during FY2026

During FY2026, the Company, by exercising the first call option available post issue, redeemed and repaid the non-convertible debentures issued on November 6, 2020, amounting to 1,200 crore. Subsequently, the Company raised a fresh issue of unsecured, rated, listed, subordinated, redeemable, fully-paid, non-cumulative, non-convertible debentures in the nature of ‘Subordinated Debt' in accordance with the IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of

Insurers) Regulations, 2024 aggregating to 1,196 crore (including premium). The details of the issue are given below:

During FY2026, the funds raised by the Company through issue of NCDs, have been utilised in the normal course of the business activities, including strengthening the Company's solvency ratio.

Our Reach

The Company reaches its customers through 470 offices in 405 locations and 353 districts at March 31, 2026. At March 31, 2026, the Company had 19,303 employees and 2,42,074 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

For non-investigated retail individual death claims, the settlement was completed within an average turnaround time of 1.1 days from the receipt of the last requirement.

Rural and Social Business

The Company is aligned to the objective of "Insurance for All by 2047" and has been allocated 1421 gram panchayats spread across the states of Tamil Nadu, Uttar Pradesh, Bihar, Madhya Pradesh, Odisha , Maharashtra, Rajasthan, West Bengal and Gujarat in FY2026, and is assigned the role of driving insurance penetration through covering a certain defined percentage of population in these GPs. Against the target of attaining minimum of 15% of lives in each gram panchayat for FY2026, the Company has ensured 15% of population coverage in each of its 1421 allocated GPs with aggregate count of 2,437,122 lives.

The Company offers micro-insurance products in both group and retail segments to cater protection needs of the social segments, specifically people working in informal or unorganised sectors and those falling into economically vulnerable sections of society. The Company partners with micro finance institutions, banks and extends both retail and group micro insurance cover to customers to mitigate the risk of income loss resulting from an untimely demise. Social lives covered by the Company amount to 8,971,153 (12.17%) of total lives of the Company in FY2026.

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

FINANCIALS & AUDIT Financials

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

Subsidiary

ICICI Pension Fund Management Limited (Formerly known as "ICICI Prudential Pension Funds Management Company Limited") was a wholly owned subsidiary of the Company as of March 31, 2025. The Board of Directors, at its meeting held on July 19, 2025, had approved the sale of entire 100% equity shareholding in ICICI Pension Funds Management Company Limited ( PFM), [PN1.1]erstwhile ICICI Prudential Pension Funds Management Company Limited, to ICICI Bank Limited. The approval from the Pension Funds Regulatory and Development Authority (PFRDA) was received on January 5, 2026 and the transaction for sale of shares was executed on January 12, 2026. Accordingly, the financial statements of PFM have been consolidated from April 1, 2025 to January 12, 2026.

The financial position of the Company remained strong with a solvency ratio of 227.3% at March 31, 2026 (212.2% at March 31, 2025 ) against the minimum regulatory requirement of 150%.

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.

The subscriber assets managed by PFM increased by

32.6%, from 454.55 billion at March 31, 2025 to 602.77 billion at January 12, 2026. Additionally, PFM enrolled 129,339 new subscribers during the period ended January 12, 2026. The loss after tax of PFM increased from 35.4 million in FY2025 to a loss of 77.9 million till January 12, 2026, primarily on account of increased spending on capacity creation to support future growth, including investments in workforce expansion and digital initiatives, 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 was not significant.

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

Transfer to Reserves

Dividend and Dividend Distribution Policy

In terms of Regulation 43A of Listing Regulations, the Dividend Distribution Policy of the Company is disclosed on its website https://www.iciciprulife.com/content/ dam/icicipru/about-us/corporate_policies/Dividend_ distribution_policy_April_2026.pdf.

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 Act), the amount 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, is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Pursuant to Section 124(6) of the Act read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, during the financial year ended March 31, 2026, 6,607 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 the Ministry of Corporate Affairs (MCA) at www.mca.gov.in

The unclaimed dividend for the financial year ended March 31, 2019 and March 31, 2020 shall be transferred to the IEPF in FY2027. 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

Pursuant to Section 186(11) of the the Act the provisions of Section 186 of the the Act except sub-section (1), are not applicable to a loan made, guarantee given or security provided by an insurance company in the ordinary course of business.

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 Act including certain arm's length transactions under third proviso thereto are disclosed in Form AOC -2 appended as Annexure A.

During the year, approval of the Board was sought, as per Section 188 of the Act and Rules prescribed thereunder, for the sale of entire 100% of equity shareholding in PFM to ICICI Bank Limited.

The arms' length norms, applicable to the sale transaction was addressed through the approval of the Audit Committee and Board of Directors as per the governing regulations as well as through an independent fair valuation of equity of ICICI Pru PFM as on June 30, 2025. The proceeds from the sale of 100% stake in ICICI Pru PFM would boost the solvency margin of the Company and free up capital that could be deployed for additional business growth. Further, as of March 31, 2026, ICICI Bank Limited and Prudential Corporation Holdings Limited have a shareholding 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, and policy has been hosted on the website of the Company at https://www.iciciprulife. com/content/dam/icicipru/about-us/corporate_policies/ Policy_on_dealing_with_related_party_transactions_ January_13_2026.pdf.

Public Deposits

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

AUDITORS Statutory Auditors

Walker Chandiok & Co LLP, Firm Registration Number (001076N/N500013), Chartered Accountants and M. P. Chitale & Co (Firm Registration Number 101851W), Chartered Accountants are the Joint Statutory Auditors, as per the applicable provisions of the Act and the Insurance Regulatory and Development Authority of India (Corporate Governance for Insurers) Regulations, 2024. Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration No. 001076N/N500013, have been holding office for ten years and are due for retirement at the conclusion of the ensuing 26th Annual General Meeting (AGM) of the Company.

The Board at its meeting held on April 14, 2026 has appointed Chaturvedi & Co LLP, (Firm Registration No.302137E/E300286) as a Joint Statutory Auditor of the Company for a period of four years from the conclusion of the 26th AGM till the conclusion of the 30th AGM, subject to the approval of the Members of the Company.

Fees for services to statutory auditors

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

The proposed remuneration to Statutory Auditors in FY2027 is subject to the approval of the Members of the Company at the 26th Annual General Meeting. Members are requested to refer to the Notice and Explanatory Statement for more information, in this regard.

Secretarial Auditors

The Company had, at the 25th annual general meeting held on June 27, 2025, appointed 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 at such remuneration as may be mutually agreed between the Board of Directors and Secretarial Auditor Based on the recommendation of the Board Audit Committee, the Board of Directors and the Members had its meeting held on April 15, 2025 and June 27, 2025 respectively, had approved an audit remuneration of 0.4 million for FY2026.

The proposed remuneration to Secretarial Auditors for FY2027 is subject to the approval of the Members at the 26th Annual General Meeting. Members are requested to refer to the Notice and Explanatory Statement for more information, in this regard.

The secretarial audit report for FY2026 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 FY2026.

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 Act, 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 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 and framework to ensure compliance with 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.

Underlying governing policies associated with the applicable ELC are reviewed periodically in accordance with the defined review frequency, with appropriate oversight in place to ensure effective communication of the respective ELC to relevant stakeholders.

Process controls: These comprise 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. Under the Company's framework, issues involving significant deficiencies or material weaknesses are reported to the Audit Committee considering both quantitative and qualitative factors in determining impact of the deficiencies in financial reporting.

(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 along with data governance checks ensuring comprehensive monitoring of system setup. 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 investment assets, IT assets and other assets). These controls are based on value and custody of assets.

Review controls: Review controls comprise 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. Post approval, the financials are submitted to the Insurance Regulatory and Development Authority of India (IRDAI).

(b) The Audit Committee also meets the Company's Statutory Auditors to ascertain their views on the adequacy of internal control systems and keeps the Board of Directors informed of material observations, if any.

(c) 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.

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

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 and Fraud Risk Management Committee (OFRMC) which independently monitors frauds. The OFRMC 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) TheCompanyundertakesseveralmeasuresfromtime 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) 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 of Service Delivery. 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 meetings of the Board Audit Committee and Board of Directors 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 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 Business Continuity Management (BCM) policy and framework to ensure resilience and continuity of key products and services at minimum acceptable level. The Company has business continuity and disaster recovery plans in place for critical processes and systems 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 across all layers to ensure systems and data are secured. A security assessment program is in place, to undertake regular vulnerability assessment and penetration testing of critical IT applications and infrastructure. 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 agencies and experts are being monitored and suitable actions are initiated. The Company is accredited with ISO 27001:2022 certificate for Information Security Management Systems (ISMS) covering critical process and systems.

(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. (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. Any infractions/violations of the Code are dealt with as provided for in the Code subject to applicable regulations.

CEO/CFO certification

In terms of the Listing Regulations, the Managing Director & CEO and Chief Financial Officer have certified the financial statements and internal controls relating to financial reporting.

CORPORATE GOVERNANCE PHILOSOPHY

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.

Significantandmaterialorderspassedbytheregulators or courts or tribunals impacting the going concern status of the Company and its future operations.

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

Compliance to Secretarial Standards

The Company was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India for FY2026.

Annual return

A copy of the annual return for FY2026 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 Act, 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 Act, 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/content/dam/icicipru/ about-us/corporate_policies/CSR_Policy_April_2026.pdf).

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: 16 b. number of complaints disposed of during the financial year: 16 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.

Compliance with the Maternity Benefit Act, 1961

The Company affirms its compliance with the provisions of the Maternity Benefit Act, 1961, for the financial year ended March 31, 2026.

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 comprehensively provides an opportunity to employees, including Directors of the Company and stakeholders working for the Company. The Policy encourages any employee, stakeholder or Director to raise any issue concerning breaches of law, statute or regulation, accounting policies, acts resulting in financial or reputation loss, 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 pursuant to SEBI Regulations or any such information prescribed pursuant to any regulations/laws, as amended from time to time. The policy lays down the mechanism to report such concerns 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 website. The Whistle Blower Policy complies with the requirements of vigil mechanism as stipulated under Section 177 of the Act, 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/content/dam/icicipru/about-us/corporate_policies/ Summary_of_Whistle_Blower_Policy.pdf.

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 15, 2025. 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/content/dam/icicipru/about-us/corporate_policies/ Code_of_Conduct_July_2025.pdf). 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/content/dam/icicipru/about-us/ corporate_policies/Policy_on_material_subsidiary_ January_13_2026.pdf.

Board of Directors

The Company's Board is constituted in compliance with the Act, in accordance with Listing Regulations, IRDAI (Corporate Governance for Insurers) Regulations, 2024 and Master Circular on Corporate Governance for Insurers, 2024.

At March 31, 2026, the Board of Directors of the Company comprised of five Independent Directors, three non-executive non-Independent Directors and the Managing Director & CEO. Out of the three non-executive non-Independent Directors, two Directors represent ICICI Bank Limited and one Director represents Prudential Corporation Holdings Limited. As at March 31, 2026, 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 undertheIRDAI (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. Disclosure under Section 149 (10) of the Act is not applicable for FY2026. Further, 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, With Profits Committee and Those Charged With Governance (TCWG) 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 officials who may be appointed as key managerial person/ personnel (KMP) or as senior managerial personnel (SMP), and Directors.

In accordance with the criteria, identified by the Board, the areas of qualification and positive attributes which would be required to be possessed by the Board of 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, 2026.

1 Mr. Naveen Tahilyani was appointed as a non- executive Director representing Prudential Corporation Holdings Limited with effect from September 13, 2025.

2 Mr. Samit Upadhyay was appointed as a non-executive Director representing ICICI Bank Limited with effect from September 13, 2025.

During the year ended March 31, 2026, based on the recommendation of the Board Nomination and Remuneration Committee, the Board of Directors of the Company considered the following changes:

Accordingly, the Board had also recommended the following appointments for approval of members of the Company to transact the following special business(es):

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

There were nine meetings of the Board held during FY2026: Meetings were held on April 15, 2025, May 16, 2025, July 15, 2025, July 19, 2025, September 12, 2025, October 14, 2025, January 13, 2026, February 5, 2026 and March 6, 2026. The maximum interval between any two meetings did not exceed 120 days. The attendance of Directors at the Board meetings during the year is set out in the following table:

1 Ceased to be a Director of the Company from close of business hours on September 12, 2025. 2Ceased to be a Director of the Company from close of business hours on September 12, 2025. 3 Appointed as a non-executive Independent Director of the Company w.e.f. September 13, 2025. 4 Appointed as a non-executive Independent Director of the Company w.e.f. September 13, 2025. 5 Retired as a non-executive Independent Director from close of business hours on May 9, 2025.

The details of other directorships/committee memberships held by the Directors of the Company as at March 31, 2026 are set out below:

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

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

3 Figures in parentheses indicate committee chairpersonship including alternate chairmanship.

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, 2026 comprised of 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 Act 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 14, 2026, 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 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:

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; and

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; 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; and

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 Act 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 twelve meetings of the Board Audit Committee held during FY2026: Meetings were held onApril12,2025,April15,2025,June23,2025,July12, 2025, July 15, 2025, July 19, 2025, October 13, 2025, October 14, 2025, January 12, 2026, January 13, 2026, February 5, 2026 and February 16, 2026. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

1Retired as a Member from close of business hours on May 9, 2025.

2 Ceased to be a Member from close of business hours on September 12, 2025.

3 Ceased to be a Member from close of business hours on September 12, 2025.

4 Appointed as Member w.e.f. September 13, 2025. 5 Appointed as Member w.e.f. September 13, 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; and

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; and

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 FY2026: The meetings were held on April 12, 2025, July 12, 2025, October 13, 2025 and January 12, 2026. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

1 Ceased to be a Member from close of business hours on September 12, 202.

2 Appointed as Member w.e.f. September 13, 2025.

3Ceased to be Member from close of business hours on December 7, 2025.

4 Appointed as a Member w.e.f. December 8, 2025.

*Pursuant to IRDAI (Corporate Governance for Insurers) Regulations, 2024 effective March 22, 2024 and the Master Circular on Corporate Governance for Insurers, 2024 effective May 22, 2024 (Master Circular), the Authority has prescribed various operational and procedural aspects for adoption by all Insurers, as part of their respective Corporate Governance framework. The Risk Management Committee shall comprise of at least two non-executive directors, one independent director, the Chief Executive Officer, the Chief Financial Officer, the Appointed Actuary and the Chief Risk Officer. Meetings of the Risk Management Committee shall be chaired by an Independent Director who shall not be chair of the Audit Committee of the Board.

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; and

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 Act 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 four meetings of the Board Investment Committee held during FY2026: The meetings were held on April 12, 2025, July 12, 2025, October 11, 2025 and January 10, 2026. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

1 Ceased to be a Member from close of business hours on September 12, 2025.

2 Appointed as Member w.e.f. September 13, 2025.

3 Ceased to be Member from close of business hours on December 7, 2025.

4 Appointed as a Member w.e.f. December 8, 2025.

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; and

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; and 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 FY2026: Meetings were held on April 14, 2025, July 14, 2025, October 13, 2025 and January 12, 2026. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

1 Retired as a Member from close of business hours on May 9, 2025.

3.Ceased to be a Member from close of business hours on September 12, 2025. 4 Appointed as Member w.e.f. September 13, 2025.

5 Appointed as Member w.e.f. September 13, 2025

Note: Mr. Rajagopalan Venkatarama, independent customer representative attended the Committee meetings held on April 14, 2025, July 14, 2025 and October 13, 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; and 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 six meetings of the Board Nomination and Remuneration Committee held during FY2026: April 15, 2025, May 16, 2025, October 11, 2025, January 10, 2026, February 5, 2026 and March 6, 2026. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

1 Appointed as Chairman w.e.f. May 10, 2025.

2 Retired as a Chairman and Member from close of business hours on May 9, 2025.

3 Ceased to be a Member from close of business hours on September 12, 2025.

4 Appointed as Member w.e.f. September 13, 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 Act 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 FY2026: Meetings were held on April 14, 2025 and October 13, 2025. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

1 Appointed as Chairperson w.e.f. May 10, 2025.

2 Retired as a Chairman and Member from close of business hours on May 9, 2025.

3 Ceased to be a Member from close of business hours on September 12, 2025.

4 Appointed as Member w.e.f. September 13, 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 FY2026: April 15, 2025, July 12, 2025, October 13, 2025 and January 12, 2026. The details of the composition of the Committee and attendance at its meetings are set out in the following table:

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 complaints from shareholders in FY2026 were 4 (four), pertaining to non-receipt of the Annual Report and non-receipt of the statement referred in Section 197(12) of the Act 2013 and Memorandum and Articles of Association of the Company. The said complaints was addressed within the prescribed timeline. As on March 31, 2026, 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:

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 FY2026: Meeting was held on April 12, 2025. The details of the composition of the Committee and attendance at its Meeting are set out in the following table:

1 Appointed as Member w.e.f. September 13, 2025.

2 Appointed as Member w.e.f. September 13, 2025.

3 Ceased to be a Member from close of business hours on September 12, 2025.

4 Ceased to be a Member from close of business hours on September 12, 2025.

5 Ceased to be a Member w.e.f. October 14, 2025.

6 Appointed as Member w.e.f. October 14, 2025.

I. Information Technology Strategy Committee

Given the increase demphasis surrounding therapidly 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 Information Technology Strategy Committee held during FY2026: Meetings were held on May 26, 2025, August 8, 2025, November 12, 2025 and February 16, 2026. The details of the composition of the Committee and attendance at its Meeting are set out in the following table:

1 Ceased to be a Member from close of business hours on September 12, 2025.

2 Appointed as Member w.e.f. September 13, 2025.

J. Those Charged With Governance Committee

Pursuant to the circular dated January 7, 2026, issued by National Financial Reporting Authority (NFRA), and in furtherance to the recommendation of the Board Audit Committee, the Board of Directors at its meeting held on March 6, 2026 had constituted a TCWG Committee for Effective Communication between Statutory Auditors and Those Charged With Governance, including Audit Committees'. No meeting of TCWG Committee was held during the year.

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. Regulatory 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 as per Act during the year ended March 31, 2026

Particulars of Key Managerial Personnel / Key Management Persons (KMP) as per the Act and Listing Regulations and IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024 and IRDAI (Corporate Governance for Insurers) Regulations, 2024 (collectively referred to as "IRDAI Regulations") and Senior Management Personnel (SMPs) as per the Act and the Listing Regulations and changes during the year ended March 31, 2026

i) KMPs as per the Act and Listing Regulations:

Sr. No. Name & designation of the KMP

ii) KMPs as per IRDAI Regulations:

Sr. Name & designation of the KMP No.

10. Mr. Anand Desai, Chief Risk Officer

11. Mr. Manish Bhandari, Chief Compliance Officer

iii) SMPs as per the Act and Listing Regulations:

Sr. Name & designation of the KMP No.

10. Mr. Manish Bhandari, Chief Compliance Officer 11. Mr. Amish Banker, Chief Distribution Officer (appointment with effect from April 14, 2026)

Changes in the SMP and KMP during the year ended March 31, 2026

*.Effective from close of business hours of December 7, 2025

Separate meeting of Independent Directors

During FY2026, a separate meeting of the Independent Directors was held on April 15, 2025.

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 Annual General Meeting. Mr. Sandeep Batra, being eligible has offered himself for re-appointment.

Criteria for appointment of officials who may be appointed as key managerial person/personnel (KMP) or as senior managerial personnel (SMP), and Directors

The Company with the approval of its Board Nomination & Remuneration Committee (BNRC) has put in place a criteria for appointment of officials who may be appointed as KMP or SMP, and Directors (Criteria). The policy has been framed based on the broad principles as outlined hereinafter. The BNRC evaluates the composition of the Board and vacancies arising in the Board from time to time.

The BNRC while recommending candidature of a Director considers the special knowledge and areas of expertise possessed by the candidate. The BNRC 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 the Act, IRDAI, SEBI, in this regard. The BNRC 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 Director, 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 taking note of the recommendations of the BNRC.

The KMP and SMP shall be personnel as defined under the Act, the Listing Regulations and IRDAI Master Circular and any amendments thereto. The BNRC 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 at: https://www.iciciprulife.com/ content/dam/icicipru/about-us/corporate_policies/ Criteria_for_appointment_of_officials_KMP_or_ SMP_and_Directors.pdf.

Remuneration Remuneration policy

The Company has in place a policy on Compensation

& Benefits ("Compensation Policy") for Managing Director & CEO, other Whole-time Directors, non-executive Directors, KMP and 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/ content/dam/icicipru/about-us/corporate_policies/ Compensation_Policy.pdf.

Service contracts, notice period, severance fees of Directors:

The terms of appointment and remuneration of Directors are subject to applicable regulations. However all personnel policies of the Company and the related rules which are applicable to other employees of the Company shall also be applicable to the Whole Time Directors, unless specifically provided otherwise.

Details of remuneration paid to Wholetime Directors determines and recommends to the Board the remuneration, including performance bonus and non-cash benefits and perquisites, payable to the Whole-time Director.

The following table sets out the details of remuneration (including perquisites and retiral benefits) paid to the Whole-time Director during FY2026:

Note: For the year ended March 31, 2026 the remuneration details pertain to the amount paid/options granted during the period of service as per IRDAI approval.

1 Variable pay is the actual amount paid during FY2026 pertaining to performance of previous financial year. It does not include the variable pay for performance of FY2026 or previous Financial years, that is payable in FY2027 or thereafter.

2 Allowances also include Superannuation and contribution to NPS.

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

The Members at the 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.

Subsequently, the Members 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.

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

Sitting fees paid to Independent Directors for the financial year ended March 31, 2026:

Commission to be paid to Independent Directors for the financial year ended March 31, 2026:

Remuneration related 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

A) Information 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 Whole-time 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 Meetings held on April 23, 2024 and July 22, 2024 respectively and the Board at their Meeting held on April 15, 2025.

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, 2026 was 19,303.

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 Whole-time 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 and grant of long-term pay, 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 Whole-time 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 Whole-time 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 meeting held on April 15, 2025.

The revised compensation policy was approved by the BNRC at its meeting held on April 15, 2025

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

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 Whole-time 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.

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

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

Notes:

Details of Outstanding Deferred Remuneration of MD/CEO/WTD as at March 31, 2026

Notes:

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

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 Act 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:

(ii) The percentage increase in remuneration of each Whole-time 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 Director i.e. Managing Director & CEO, Chief Financial Officer, and Company Secretary ranged between 3% and 5%.

(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 9%

(iv) The number of permanent employees on the rolls of Company: The number of employees as on March 31, 2026 is 19,303.

(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 8%, while the average increase in the remuneration of the key management person was in the range of 3% to 5%.

(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, 2026. 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 the 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 at its Annual General Meeting held on July 17, 2019.

The meetings of 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 Revised 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.

Further, the meetings of BNRC and the Board held on May 16, 2025 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 revised scheme or any other stock option scheme of the Company, by 1.76% of the number of shares issued as on March 31, 2016, i.e. from a limit of 3.54% of the number of shares issued as on March 31, 2016 to 5.30%. The revision to the limit was approved by the members of the Company at its Annual General Meeting held on June 27, 2025.

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 5.30% 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 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.

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

Note: The exercise price for all the options granted by the Board/BNRC of the Company, after listing (as tabulated above), is based on the last closing price of the shares of the Company at a domestic stock exchange having highest volumes on the immediate business day prior to grant.

Particulars of options for the year ended March 31, 2026 are given below:

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

1 Excludes 44,140 options exercised in March 2026 (FY2026) were allotted in April 2026 (FY2027).

The following KMPs and SMPs, other than Whole-time Director, were granted stock options of the Company up to a maximum of 154,900 options to an individual, aggregating to 929,500 options during FY2026

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, 2025, 4,113,092 options vested during the year ended March 31, 2026 and Rs. 14,924 Lakhs was realised by exercise of options during the year ended March 31, 2025. Amount realised by exercise of options does not include options exercised by employees during the financial year where payments are received after March 31, 2026.

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

1Includes FY2018-19 options and FY2018-19 special options *Includes FY2022-23 options and FY2022-23 joining options

For the year ended March 31 2026, ICICI Bank Limited ("the Holding Company") has not granted options to the employees of the Company (Previous year grant: Nil) and accordingly no cost was recognised.

The below employees transferred from ICICI Bank Limited ("the Holding Company") during FY2026 were granted options aggregating to 25,500 options as employees of the Holding Company in FY2026 prior to the transfer and accordingly no cost was recognised by the Company for the year ended March 31, 2026.

Employee Stock Unit Scheme ("Unit Scheme")

The BNRC at its meeting held on June 10, 2023, approved the ‘ICICI Prudential Employees Stock Unit Scheme – 2023' (Unit Scheme), designed in accordance with SEBI Regulations and other applicable regulations. 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 five (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.

The salient features of the tranche issued under the Employee Stock Unit Scheme is as stated below:

Note: The exercise price for all the units granted by the Board/BNRC of the Company, after listing (as tabulated above), is the face value of the Shares of the Company.

Besides continuity of employment, Vesting shall also be dependent on achievement of any corporate performance parameter(s) as the Committee may determine, including but not limited to:

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

The following key managerial personnel (KMP) and senior managerial personnel (SMP), other than Whole-time Director, were granted stock units of the Company up to a maximum of 2,300 units to an individual, aggregating to 2,300 units during FY2026.

* Designated KMP as per IRDAI Regulations effective May 1, 2024

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

Fair value methodology

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

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:

The following special resolutions were passed by the members during the last three Annual General Meetings: Annual General Meeting held on July 28, 2023

Annual General Meeting held on June 28, 2024

Annual General Meeting held on June 27, 2025

Postal ballot

During FY2026, the Company had passed following resolutions through postal ballot:

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

For the aforesaid resolutions passed through postal ballot, the Board of Directors of the Company, had appointed Alwyn D'Souza, proprietor of Alwyn D'Souza & Co, 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 Act, 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 System (NEAPS) 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 Act read with General Circular dated September 22, 2025, 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 26th AGM shall be the registered office of the Company.

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

Financial Year: April 1, 2025 to March 31, 2026 Record Date for Dividend: June 5, 2026 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, 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 January 30, 2026 and other applicable laws.

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 FY2026.

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 fully 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 digital initiatives have not only enhanced speed and convenience for all stakeholders but have also delivered a significant positive 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 Act 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 along with 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, 2026.

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, 2026.

Credit Rating during FY2026

Foreign exchange earnings and outgo

Details of foreign exchange earnings and outgo required under section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

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, 2026.

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 FY2026:

(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 Act 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.

DETAILS PERTAINING TO SECURITIES Listing of securities on Stock Exchange

The Company has listed its securities on the following stock exchanges:

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

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: einward.ris@kfintech.com and shobha. anand@kfintech.com 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:The Ruby, 2nd Floor (SW) 29, Senapati Bapat Marg, Dadar West, Mumbai – 400 028 Telephone Number: 022-6226 0054 Fax Number: 022-6226 0050 Email id: debenturetrustee@axistrustee.in Website: www.axistrustee.in

Information on shareholding

Shareholding pattern of the Company as at March 31, 2026

Note: *Domestic Banks hold 4 shares in the company constituting to 0.00000028%.

Shareholders of the Company with more than 1% holding as at March 31, 2026 (other than promoters of the Company)

Distribution of shareholding of the Company as at March 31, 2026

The Company's equity shares are traded mainly in dematerialised form. At March 31, 2026, 100% of paid-up equity share capital is held in dematerialised form.

Increase in share capital

Details of equity shares held by the non-executive Directors of the Company at March 31, 2026:

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.

1089, ICICI Prulife Towers, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025 Telephone: (91 22) 40391600 Fax: (91 22) 2437 6638 Email id: ir@iciciprulife.com

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: (91 22) 4039 1600 Fax: (91 22) 2437 6638 Email id: investor@iciciprulife.com

COMPLIANCE CERTIFICATE OF THE AUDITORS

The Company has annexed to this Report as 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 FY2026 forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c) of the Act, the Board of Directors confirm:

1. that 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.