General Insurance Corporation of India Directors Report

A

To the Members

General Insurance Corporation of India

The Directors have pleasure in presenting the Fifty-Third Annual Report of the General Insurance Corporation of India (GIC Re or the Corporation) on the working and affairs of the Corporation along with the audited statements of accounts for the year ended 31^st March 2025.

FINANCIAL RESULTS:

The highlights of the financial results for the year under review are as under:

(Rs in crore)

	Particulars	2024-25	2023-24
1.	Gross premium	41,153.95	37,181.76
2.	Net Premium	37,844.21	33,955.79
3.	Net Earned Premium	36,130.26	33,576.07
4.	Net Incurred Claims	31,953.69	30,980.41
	% to Earned Premium	88.44%	92.27%
5.	Net Commission	7,372.54	6,246.75
	% to Earned Premium	20.41%	18.60%
6.	Operating Expenses and Other Outgo less Other Income	193.26	296.20
7.	Investment Income Apportioned to Revenue less expenses	8,713.96	8,687.21
8.	Premium Deficiency	(37.62)	59.27
9.	Total Profit/Loss (-) (3+7-4-5-6-8)	5,362.35	4,680.64
10.	Transfer To CAT Reserve	597.95	587.50
11.	Interest, Dividends & Rents (net) and Profit on sale of Investments	4,058.56	3,536.25
12.	Other Income less Other Outgo	(90.16 )	(15.27)
13.	Reserve for Doubtful Debts and Investment including Amortization of Investments Written off and diminution in the value of investments written off	(32.83)	(263.80)
13.	Profit before Tax (9-10+11 + 12-13)	8,765.64	7,877.93
14.	Provision for tax including deferred taxes	2,064.28	1,380.62
15.	Profit after Tax (13-14)	6,701.36	6,497.30

(Net Earned Premium is arrived after adjustments for Reserve for Unexpired Risks)

(Percentages relate to the net earned premium of the corresponding year)

(Obligatory sessions from Domestic Insurance Companies reduced from 10% to 5% w.e.f. 01.04.13 vide IRDA/NL/RI/41/2012-13 dated 3^rd March 2013 and is further reduced from 5% to 4% w.e.f. 01.04.2022 vide IRDAI/RI/1/180/2022 dated 10.01.2022)

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Board of Directors at its meeting held on 26^th May 2025 recommended the payment of dividend of Rs10/- per share of Face Value of Rs5/- each (i.e. 200% of paid-up equity share capital) for FY 2024-25 as against dividend of Rs10/- per share for FY 2023-24.

In accordance with the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Corporation has formulated a dividend distribution policy and the same is available on the website of the Corporation at https://www.gicre.in/images/2025/Dividend Distribution Policy 2025 Ver 30 web.pdf.

CAPITAL AND FUNDS

Capital and Funds of the Corporation stood at Rs1,34,915.94 Crore as on 31^st March 2025 as against Rs1,23,496.63 Crore in the previous year, the details of which are given below:

(Rs in crore)

Particulars	As on 31.03.2025	As on 31.03.2024
Shareholders Funds	43,106.52	37,581.78
Policyholders Funds	91,809.42	85,914.85
Total Funds	1,34,915.94	1,23,496.63

Note: As per the Regulatory norms, Shareholders funds as on 31.03.2025 also include foreign currency translation reserve. SHAREHOLDERS FUNDS FOR THE LAST 5 YEARS

The amount proposed to be carried to reserves are mentioned in the financial statement.

ASSETS

Total assets of the Corporation were Rs1,87,615.74 Crore as on 31^st March 2025 as compared to Rs1,78,285.82 Crore as on 31^st March 2024. CONSOLIDATED FINANCIAL STATEMENT

As per the provision of Section 129(2) of the Companies Act, 2013, at every Annual General Meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year. Section 129 (3) of the Companies Act, 2013 provides that where a company has one or more subsidiaries, it shall, in addition to financial statements provided under sub-section (2) of Section 129, prepare a consolidated financial statements of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the Annual General Meeting of the company along with the laying of its financial statements under sub-section (2) of Section 129.

Explanation:

The Corporation is preparing Consolidated Financial Statements as it has three subsidiaries namely GIC Re South Africa Limited, GIC Re, India, Corporate Member Limited, UK and GIC Perestrakhovanie LLC, Moscow apart from three Associate Companies namely, Agriculture Insurance Company of India Ltd. (AICIL), India International Insurance Pte. Ltd., Singapore and GIC Bhutan Re Ltd.

FINANCIAL RATING AND RANKING

AM Best has upgraded the Financial Strength Rating to A- (Excellent) from B++ (Good) and the Long-Term Issuer Credit Rating to

"a-" (Excellent) from "bbb+" (Good) of General Insurance Corporation of India (GIC Re). In addition, AM Best has revised the Credit Rating (rating) outlooks to stable from positive. Furthermore, AM Best has affirmed the India National Scale Rating (NSR) of aaa.IN (Exceptional) with a stable outlook.

The ratings reflect GIC Res balance sheet strength, which AM Best assesses as very strong, as well as its adequate operating performance, favourable business profile and appropriate enterprise risk management. In addition, the ratings factor in a neutral impact from the companys ownership by the government of India.

The rating upgrades reflect an improvement in GIC Re s balance sheet strength fundamentals. GIC Res risk-adjusted capitalisation, as measured by Bests Capital Adequacy Ratio (BCAR), has exhibited an improving trend over the past four years, and remained at the strongest level.

CARE Ratings Ltd. has reaffirmed AAA (Is) Issuer Rating for the Corporation in January 2025 with a stable outlook. The rating reflects GIC Res strategic importance as the dominant Indian reinsurer. The rating also factors in its experienced management, diversified business profile and comfortable liquidity and solvency position.

SOLVENCY RATIO

The Solvency Margin of the Corporation as on 31^st March 2025 stood at 3.70 as against 3.25 in the previous year.

INVESTMENTS

The book value of the investments of the Corporation in India (representing investment, loans & deposits) amount to Rs1,06,733.46 crore as against Rs96,299.27 crore in the previous year. The Investment income of Rs12,262.06 crore were apportioned to Policyholders & Shareholders as under:

(Rs in crore)

Particulars	2024-25	2023-24
Apportioned to Policyholders (PH)	8,644.03	8,084.15
Apportioned to Shareholders (SH)	4,058.56	3,536.25

Ratio of PH/SH - 68.05%/31.95% investment income is taken at gross.

The mean yield on funds with profit on sale of investments stood at 11.04% (previous year 11.57%). The percentage of net NPA (Non-performing Assets) to Gross loan assets (including Government Securities) was 0.00% (Previous year - 0.02%).

INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (IRDAI)

The Corporation being a Reinsurance Company, its working and functions, are governed by the Insurance Regulatory and Development Authority of India (IRDAI). The Corporations existing paid-up equity capital of Rs877.20 Crore conforms to the specifications of the IRDAI. The Accounts of the Corporation are drawn up according to the stipulations prescribed in the IRDAI (Preparation of Financial Statements and Auditors Report) Regulations, 2002.

IRDAI has identified the Corporation as a Domestic Systemically Important Insurer (D-SII) for 2024-25 as per the framework put in place for identification & monitoring of the operations of Domestic Systemically Important Insurers.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 (the Act) requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security are proposed to be utilised by the recipient of the loan or guarantee or security are not applicable to the Corporation.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status or future operations of the Corporation.

ENTERPRISE RISK MANAGEMENT (ERM)

The Corporation has in place a robust ERM policy. The policy defines a Governance structure as well as the roles and responsibilities at each level. The ERM department is headed by the Chief Risk Officer (CRO) who reports to the Board Risk Management Committee through the Chairman cum Managing Director (CMD) and Management-level ERM committee.

ERM department conducts risk assessment with the assistance of the Risk and Mitigation Plan Owners (RMOs), primarily the heads of the respective verticals, where new risks are brought for discussion and thereafter the entire risk universe is re-calibrated with the objective of prioritization for mitigation. During the exercise, RMOs also propose controls/mitigation plans, which post deliberations are implemented. The ERM department conducts periodic review of the risk universe and checks the control effectiveness. ERM Department informs these developments and deviations to the Management and Board Risk Management Committees.

As part of its associated activities, the ERM department reviews the Business Continuity Plan (BCP) and Business Impact assessment (BIA), a key annual exercise which aims at providing continuity of services at a defined minimum acceptable level of critical functions and to safeguard the financial, competitive and reputational position in the short and medium term.

During the year under review, a neutral Third-Party Consultant was appointed to carry out the Stress test exercise of the Corporation. The annual Stress test exercise was carried out for the financial Year 2024-25 based on financial data as on 31^st March 2024. The Stress Test Exercise evaluated scenarios of significant adverse threats to the future financial condition of the Corporation and found it to be adequately resilient. The Stress Test Report was presented to the Board and subsequently shared with IRDAI.

The Standard Operating Procedures (SOP) is already in place for two key functions of the Corporation viz: Reinsurance and Investment and their related accounting activities and the same are modified on need basis, as per user department requests with the approval of the Corporations Enterprise Risk Management Committee.

An Anti-Fraud Policy framed by GIC which covers prevention, identification, investigation, reporting, monitoring and control of frauds, and is reviewed annually. The Corporation has declared Zero Tolerance to any non-compliance with the terms and conditions of the Anti-Fraud policy. ERM department, as part of compliance, files the Fraud Monitoring Returns with the Regulator. The Corporation has put in place a Board approved Risk Appetite Statement which provides a comprehensive summary of Risk Appetite parameters guiding the operations of the Corporation. To ensure an appropriate level of capital at all times, the Board approved Capital Management Plan has been put in place.

During the year under review, as part of BCP, a Drill was conducted at an Alternate Site (GIC Gift City Office), so as to create awareness, ensure preparedness among the Critical Resource Team and other Business Continuity Teams in times of emergency. The BCP is shared with all employees for awareness on the procedures involved in the recovery of operations.

For better management of risks within the organization, GIC Re has appointed an implementation partner (Consultant) to implement SAP Risk Management & Process Control SAP RM & PC (eGRC) a software solution to monitor and control risk. SAP RM & PC will enable GIC Re to enhance visibility into its business and compliance processes, while strengthening governance over security controls and risk management.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING

The Corporation is having a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Corporation, which has been approved by the Board.

The CSR Policy can be accessed on the Corporations website at the link: https://www.gicre.in/en/people-resources/policies-and-guidelines The CSR Reporting as per Section 135 of the Companies Act, 2013 is given in Annexure I.

AUDITORS

M/s. S H B A & Co LLP (formerly known as Bathiya & Associates LLP), Chartered Accountants, Mumbai and M/s. SARA & Associates, Chartered Accountants, Mumbai were appointed as Joint Statutory Auditors to audit the accounts of the Corporation for the Financial Year 2024-25 by the Comptroller & Auditor General of India under Section 139 and Section 143 of the Companies Act, 2013. The Joint Statutory Auditors have issued the Auditors Report. The observations made in the Auditors Report on the Corporations financial statements for the financial year ended on 31^st March 2025 are self-explanatory and therefore do not call for any further comments/information.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Ms. Ragini Chokshi & Associates, (a firm of) Practicing Company Secretaries have been appointed to undertake the secretarial audit of the Corporation. The secretarial audit report for the financial year ended 31^st March 2025 is annexed herewith as Annexure II. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except that pursuant to Regulation 17(1)(b) of SEBI (LODR) Regulations, 2015, the Corporation could not comply with the requirement of having half of the Board of Directors as Independent Directors w.e.f. 21.12.2024. In this regard, the Corporation being a Government of India Company, the power to appoint Directors on the Board of the Corporation vests with the Central Government through Ministry of Finance and such non-compliance is not due to any negligence or default of the listed entity. Further, the Corporation has been requesting the Administrative Ministry for appointment of Directors towards compliance of Regulation 17 of the SEBI (LODR) Regulations, 2015.

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable on the Corporation.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary, Associate and Joint Venture Companies in Form AOC-1 forms part of the Directors Report for the financial year 2024-25 as Annexure III and the details on their performance & financial position are given in Management Discussion & Analysis Report.

Further, in terms of proviso to Section 136(1) of the Companies Act, 2013 and Regulation 46 of the Listing Regulations, 2015, the Corporation will place separate audited Financial Statements in respect of each of its Subsidiary Company on its website and also provide a copy to any Shareholder of the Corporation who seeks the same. The Financial Statements of the Subsidiary Companies will also be kept open for inspection at the registered offices of the Corporation/ the respective Subsidiary Companies.

RELATED PARTY TRANSACTION

Related party transactions entered into during the financial year were on an arms length basis and in the ordinary course of business. Details of related party transactions are provided in notes to financial statements.

There were no transactions entered during the year that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC- 2 is not applicable to the Corporation.

Related party transactions are placed before the Audit Committee and also before the Board wherever necessary in compliance with the provision of the Act and SEBI Listing Regulations.

The Related Party Transaction policy of the Corporation including determining material subsidiaries is available on the Corporations website at https://www.gicre.in/en/people-resources/policies-and-guidelines.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return for the year ended 31^st March 2025, with the information available up to the date of this report, is placed on the website of the Corporation at https:// www.gicre.in/en/investors-public-disclosures/investors-en/financial-performance/annual-return and shall be further updated as soon as possible but no later than sixty days from the date of the Annual General Meeting.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

A certificate obtained from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report, forming part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The operations and future prospects of the Corporation are dealt with in the Management Discussion and Analysis Report which forms part of the Board of Directors Report.

FOREIGN EXCHANGE EARNINGS & OUTGO AND OTHER INFORMATION

The particulars of Foreign Exchange earnings/outgo as required by the Companies (Accounts) Rules, 2014 is given below:

i) Earnings: Rs3,203.88 Crore

ii) Outgo: Rs4,610.47 Crore

The earnings included all receipts denominated in foreign currencies in respect of premium, recovery of claims, outward commission, and investment earnings but excluding interbank transfers.

The outgo comprises all payments in foreign currency in respect of outward premium, claims on reinsurance accepted, commission and expenses of management (bank charges) but excluding interbank transfers.

Expenses on (a) Entertainment (b) Foreign Tours and (c) Publicity and Advertisement amounted to Rs5,47,070.40, Rs67,85,016.71 and Rs 3,14,88,358.20 respectively for the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Corporation is not engaged in any manufacturing activity and as such there are no particulars to disclose under the Companies (Accounts) Rules, 2014 as regards Conservation of Energy or Technology Absorption.

PERSONNEL AND INDUSTRIAL RELATIONS

I. Staff Position as on 31^st March 2025

Class I	Officers	420
Class III	Clerical Staff	29
Total		449

II. Composition of Scheduled Caste (SC), Scheduled Tribes (ST) and Other Backward Class (OBC) in Employee Strength

Cadre	Total Employees	Composition
		SC	%	ST	%	OBC	%
Officers	420	80	19.05	28	6.67	94	22.38
Clerical Staff	29	5	17.24	5	17.24	6	20.69
Sub-Staff
Total	449	85	18.93	33	7.35	100	22.27

III. Welfare of SC/ST & OBC:

The Corporation has framed rules as per the National Policy on Reservations for SC/ST & OBC, which allows reservations, concessions/relaxations to SC/ST & OBC, in recruitment and promotions wherever applicable. Special in-house training classes are conducted for employees who are in the promotion zone, in order to enable them to acquire knowledge and perform better in the pre-promotional written examination. The Corporation also organises Online training for SC/ST candidates who apply for the Recruitment Examination on All India Basis. Various benefits under various Welfare Trusts are given to SC/ST employees. Quarterly meeting is held with the SC/ ST Union leaders/ members to understand their issues / grievances, if any.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Corporation has been employing women employees in various cadres in all offices within India and abroad. The Corporation has in place Board approved policy against Sexual Harassment, in line with the requirement of The Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There has been no complaint from any employee during the financial year 2024-25 and hence no complaint is outstanding for redressal as at 31^st March 2025.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY OF THE CENTRAL GOVERNMENT

During the year 2024-25, GIC Re improved its performance in the implementation of the Official Language Policy of the Government of India and complied with all the guidelines issued by the Ministry from time to time.

As mandated by the Official Language Policy of the Government, the Officials of Rajbhasha Department of the Corporation regularly inspect various departments of the Head Office, Mumbai and the liaison office located in Delhi.

GIC Re organised regular Hindi workshops at Head office in Mumbai (total four) and one (1) in Liaison office in Delhi. In addition, GIC Re also organised Quarterly (4) meetings of the Officials Language Implementation Committee.

Apart from translation of GIC Res Annual Report for the year 2024-25, other major translation activities covered were Financial Standing Order (FSO) and time to time updating of Corporations portal. The in-house quarterly journal, which is popularly known as "KSHITIJ" has seamlessly been published during the year, and digital copy of the same is also made available on the Corporations website. During September 2024, a period which is marked as Hindi Pakhwada (Fortnight), special activities are organised to promote the usage of Hindi language in day-to-day work, such as organising various competitions, organising "Hindi Day" celebrations, not only to reward the winners but also to include various cultural activities to ensure larger participation from the employees.

The Information Technology Department Group was declared as the "Best Performing Department" for promoting Hindi Language usage during the concluded year and was awarded with "CMDs Shield". All the Corporations Officers and Employees are currently acquired with working knowledge of Official Language. Hindi typing facility through"UNICODE"is made available in all the desktops / computers which enables the Officers and Employees of GIC Re to carry out their day-to-day work in Hindi, easily. During the inspection of the third sub-committee of the Parliamentary Language Committee, GIC Re received certificate of excellence for better performance in Official language. Officials of GIC Re have attended all Town Official Language Implementation Committee (TOLIC) meetings and GIC Re has participated in various programs organized under the aegis of the TOLIC. Official Language Department of GIC Re was awarded a prize its In-house magazine "KSHITIJ" by TOLIC. GIC Re was also awarded the best Hindi In-house magazine KSHITIJ by Ashirwad, Mumbai, which is a government recognised NGO working in the field of Official Language.

PROCUREMENT OF GOODS & SERVICES FROM MICRO AND SMALL ENTERPRISES (MSEs)

The Procurement of goods and services are through the GeM portal as per the Government of India mandate and ensure compliance of all the Government of India guidelines.

The Government of India has notified a Public Procurement Policy for Micro and Small Enterprises (MSEs) order 2012 and its amendments thereof. GIC Re has procured 16% from MSEs for the year 2024-25.

VIGILANCE

The Vigilance Department of the Corporation is headed by Chief Vigilance Officer (CVO) in the rank of General Manager, appointed by DFS, MOF, GOI. Vigilance administration is an integral function of the Organization like any other function of management, which includes detecting irregularities by conducting various types of inspection, scrutiny of audit reports, receipt of complaints from various sources etc., analysing, and finding out reasons for such irregularities and making effective preventive vigilance measures and systemic improvements to curb them besides identifying the officials responsible for misconduct and taking appropriate punitive actions.

Mainly focusing on preventive vigilance measures and various systemic improvements in all areas of the Organization, in tune with CVC (Central Vigilance Commission) guidelines. Vigilance Department has been conducting surprise inspection, regular inspection, scrutiny of audit reports viz. Internal Audit, Concurrent Audit, CAG, Special Audits etc., and CTE type of inspection (Procurement in Goods, Works and Services) regularly on monthly /quarterly basis and those findings / lapses are studied on Vigilance angle. Based on the analysis of reports, suggestions / observations are recommended to Depts. for improvement of systems and procedures and for revisiting existing SOP to strengthen further against such lapses. Also, the issues collected from the Surprise / Regular/ CTE type inspection / scrutiny of audit reports, have been discussed in Structured meeting with CMD on quarterly basis. Under Punitive side, existing cases are being followed up with Depts. and with advice of CVC wherever applicable, ensuring that punitive actions are taken within stipulated time, in accordance with the General Insurance (Conduct, Discipline and Appeal) Rules, 2014 (amended up to 28.02.2018). Periodical discussions are held with various Departments and Training is also imparted to all the levels of employees in the areas of Preventive vigilance, Discipline, and Conduct rules of the Organization by Vigilance Department. Under Digitalization, Vigilance Department has effectively launched "Vigilance online complaint portal" in GIC Re website and "Online Vigilance clearance through SAP mode" in coordination with HR Dept for effective and speedy clearance. CVC and DFS directives have been implemented strictly in the Organization. Vigilance Department believes that effective vigilance set up will certainly ensure the functioning of other segments of the Organization in an efficient way besides maintaining integrity and ethics among employees of the Organization.

INTERNAL AUDIT DEPARTMENT

The primary objective of the Internal Audit Department is to maintain robust oversight of organizational activities, thereby enabling the management to gain assurance on the integrity of financial records, operational efficiency and effectiveness of the internal control and governance framework.

GIC Re has established systems and controls across its key functional areas, including Underwriting, Investments, Finance, and IT. To achieve its audit objectives in a structured and professional manner, the Internal Audit Department engages reputed chartered accountancy firms.

For the Financial Year 2024-25, M/s T. R. Chadha, Chartered Accountants, were appointed as Internal Auditors for Reinsurance Operations and Non-Reinsurance Operations, while M/s Mayra & Khatri, Chartered Accountants, were appointed as Concurrent Auditors for auditing Investment Department.

Internal Auditors were also appointed for GIC Res overseas branches in London, Dubai, Malaysia, as well as the International Financial Services Centre Insurance Offices (IIO) at GIFT City.

Additionally, the following special audits were conducted:

1. Secretarial Audit

2. Audit of India Nuclear Insurance Pool (INIP)

3. Audit of Indian Market Terrorism Risk Insurance Pool (IMTRIP)

4. Audit of Marine Cargo Excluded Territories (MCET) Pool

5. Investment Risk Management Systems & Process (IRMSP)

The department also acts as the nodal point for interactions with the Comptroller & Auditor General of India (CAG) and other related departments concerning CAG audits. The status of Draft Paras (DPs) and Inspection Reports (IRs) issued by the CAG is regularly presented to the Audit Committee of Board and also to the Board for review and direction.

Functioning under the independent supervision of the Audit Committee of the Board, the Internal Audit Department presents audit findings from Head Office and foreign branches for the Committees review. Four Audit Committee meetings were held during FY 2024-25, where Action Taken Reports (ATRs) were also submitted to track progress on compliance with the Committees directives. During the year, the scope and guidelines for the appointment of Internal Auditors·both in India and abroad·were reviewed to align with evolving expectations around Corporate Governance, Regulatory compliance, risk mitigation, and fraud prevention. As in previous years, key business areas such as Reinsurance Underwriting, settlement of outstanding accounts, broker balance reconciliations, Treaty acceptances, Cash Call settlements, and account settlements were audited on a concurrent basis. Other departments including Investments, HR, IT, Communications, General Accounts, and Office Services were also covered under the audit plan.

Major capital and revenue expenditures with financial implications were subjected to thorough audit. Investment operations, including both primary and secondary market transactions, were audited on a concurrent basis. In accordance with RBI guidelines, the Subsidiary Government Ledger (SGL) for Central and State Government Securities was audited monthly, with reconciliations and balance confirmations submitted to the RBI and placed before the Audit Committee.

The Internal Audit Function has significantly contributed to improvements in data quality, faster claim processing, and better accounts receivable management. Through critical evaluations and constructive feedback, the Internal Audit Department continues to strengthen the Corporations overall governance and control mechanisms.

Furthermore, the Internal Audit Department facilitated the implementation of the Corporations Annual Budget, and the Mid-Year Budget Review based on departmental budget estimates, ensuring adherence to financial discipline.

RTI ACT, 2005

The Corporation has in place the stipulated structure to implement the RTI Act 2005, in the Organization. The Setup is headed by an Executive Director designated as the Nodal Officer. Another Executive Director functions as the First Appellate Authority, an

Assistant General Manager is the Central Public Information Officer, a Chief Manager discharges the duties of Assistant Central Public Information Officer under the provisions of the Act. A Deputy Manager has been nominated as Nodal Officer, MIS.

The Corporate website https://www.gicre.in/en/also hosts information as relevant to the Corporation, under the Act. It has separate Right to Information dedicated link continuously updated by the RTI Cell (GIC Home Page (gicre.in)) containing information and complying with the provisions under the RTI Act, 2005, DoPT and CIC circulars.

GIC Re in the FY 2024 -25 complied with the guidelines issued by Ministry of Personnel regarding Implementation of suo motu disclosure u/s Section 4 of the RTI Act, 2005 and its Audit thereof.

During the period under review (2024-25) the Corporation received Two Hundred Eighty-Two (282) Applications and Twenty Eight (28) First Appeals under the RTI Act, 2005. All the Applications were duly replied, and appeals were disposed of well within the stipulated time. No Second Appeals were filed against the Corporation before Central Information Commission during the period under review.

INFORMATION TECHNOLOGY MANAGEMENT GROUP (ITMG)

The fiscal year 2024-25 continued its digital transformative journey for GIC Re, supporting business functions across various domains. To promote a paperless office environment, we have implemented a company-wide Workflow system, streamlined processes and reduced our ecological footprint.

GIC Res ERP transformative journey to S/4 HANA was scoped by conducting various workshops and preparing a detailed exhaustive scope of the transformation. We are moving towards implementation to further refine our operational frameworks and improve our data processing capabilities.

Furthermore, our Local Area Network (LAN) has been transformed into a fully wireless system, aligning with global wireless standards to support a more flexible and efficient work environment. This included revamp of in-house data centre and network infrastructure making it more resilient and robust.

GIC Re has also published a claims portal for consolidating claims submission data for property domestic insurance market. This has improved the quality of claims processing and record keeping enabling prudent decision making.

As GIC Re continues to evolve and adapt, these initiatives underscore our commitment to excellence and innovation in serving our stakeholders and maintaining our leadership in the industry.

TRAINING/HRD

Learning and Development / Training:

The Learning and Development (L&D) policy of GIC Re continues to play a pivotal role in developing in-house capabilities, enabling effective performance, and fostering a knowledge-driven workforce. GIC Re remains committed to ensuring that its employees are equipped with the necessary skills and competencies to meet present and future organizational needs. Our learning initiatives align individual goals with the strategic objectives of the Corporation, reinforcing our global position and advancing our technical and leadership capabilities.

In 2024-25, GIC Re extended its commitment to employee development by delivering comprehensive training interventions across all levels. A total of 71 training programmes were conducted, benefiting 398 Employees (Total 914 program participants). These included both technical and behavioural training sessions delivered through reputed training institutes, internal resources, and international collaborations.

Summary of Training Programmes organised by Training Department is given below.

Training Programmes for the period 2024-25

Type of Training	No. of Training program	No. of participants
Domestic Training	66	808
In-House Training	3	102
Foreign Training	2	4
TOTAL	71	914

Highlights of the years training initiatives:

1. A wide range of technical training programmes were conducted, including those on Engineering Insurance, Fire & Property Insurance, Motor Underwriting, Miscellaneous Insurance, and Liability Insurance management.

2. Behavioural and managerial skills were strengthened through workshops on Decision Making, Stress Management, Digital and AI-powered insurance, and Soft Skills Training for Junior Managers.

3. Programmes like "Cyber Hygiene and Security", "Predictive Analysis Training", and "SAP S/4 HANA" modules were delivered to enhance digital and analytical proficiency.

4. In line with GIC Res focus on governance and transparency, trainings on RTI, Vigilance Administration, Ethics and Governance, and Procurement Procedures were actively conducted.

5. A Pre-Promotional Training Programme was organized to equip eligible employees with the requisite knowledge for promotional exams. Key topics included Reinsurance, Claims, Accounts, IT, and HR.

6. Foreign training included participation in the International Aviation Insurance Course 2024 and the Mclarens Training Programme, with selected employees gaining global insights into specialised insurance practices.

7. The training department organized online workshops and virtual programmes on topics such as Marine Cargo Insurance, and Health Insurance (CVT-HI), ensuring continued learning through digital platforms.

8. Specialized programmes like Capital Market Week 2024, Technical & Fundamental Analysis, and SAP Business Intelligence with Power BI were conducted to bolster financial and analytical acumen.

9. GIC Re encouraged inclusivity and empowerment through initiatives like the WOMEN MANAGER programme and training on Reservation Policies and Roster Maintenance.

10. In-house training covered critical compliance areas including Surety Bonds, Preventive Vigilance, and Ethics and Governance, fostering a culture of integrity.

11. Employees were also provided training in highly specialised subjects like extreme event modelling in association with subject matter experts like Verisk.

Through these focused training initiatives, GIC Re has reinforced its commitment to employee growth and organizational excellence, ensuring that its workforce remains agile, competent, and future-ready.

OVERSEAS EXPANSION

Overseas expansion of operations, through branch offices, subsidiaries and joint ventures is an integral part of the business growth strategy so as to expand the reach of the operations into multiple countries throughout the world. The Corporation targets expansion into new markets by efficiently using the potential and creating additional sustainable income opportunities, both in developed countries, where there is larger demand and in developing countries where there is increasing demand. Expansion plans are drawn based on a study of market opportunities, supported by understanding of the business, working environment and regulations in prospective markets. The Corporation has also been striking strategic partnership with reinsurers abroad to take advantage of the expertise and experience of both parties and leverage on economies of scale.

INVESTMENT IN INSURANCE COMPANIES DOMESTIC OPERATIONS

• AGRICULTURE INSURANCE COMPANY OF INDIA LTD. (AICIL)

The Corporation holds 35% equity of AICIL and NABARD holds 30% while the balance is held equally to the extent of 8.75% by the four public sector non-life insurance companies.

OVERSEAS OPERATIONS

The Corporation has 3 overseas offices viz. Branch Offices in London, Dubai and Malaysia.

Apart from this, the Corporation has three wholly owned subsidiaries viz. GIC Re South Africa Ltd., Johannesburg; GIC Re, India, Corporate Member Limited, London and GIC Perestrakhovanie LLC, Moscow. The Corporation also has invested in the share capitals of Kenindia Assurance Company Ltd., Kenya, India International Insurance Pte Ltd., Singapore, Asian Reinsurance Corporation, Bangkok, East Africa Reinsurance Company Ltd., Kenya, and GIC Bhutan Re Ltd., Bhutan.

• LONDON BRANCH (UK)

During the current financial year 2024-25, the Gross Written Premium by the Branch is GBP 155.51 million compared to GBP 127.11 million last year and earned a profit (after tax) of GBP 4.4 million as against a profit of GBP 6.66 million last year.

• DUBAI BRANCH (UAE)

During the financial year 2024-25, the Branch reported a Gross Premium of AED 35.70 million, as against AED 86.96 million in the previous year and earned a profit after tax of AED 92.20 million, compared to AED 107.40 million in the previous year.

• MALAYSIA BRANCH

During the financial year 2024-25, the Branch recorded a Gross Written Premium of RM 610.41 million, an increase from RM 600.53 million in the previous year. The Profit After Tax is RM 54.1 million, compared to RM 7.27 million in the prior year.

• KENINDIA ASSURANCE CO. LTD., KENYA

The Corporation holds 13.75% shares in Kenindia which has a paid-up share capital of Kshs 1500 million. The total shares held by the Corporation is 2,062,404 shares of Kshs 100 each as on 31st March 2025. The Company reported a net profit after tax of Kshs 1249.37 million as against net profit after tax of Kshs 778.29 million last year. The Board of the Company recommended a dividend of Kshs 7.50 per share for the year ended 31st December 2024.

• INDIA INTERNATIONAL INSURANCE PTE. LTD., SINGAPORE

The Corporation holds 20% shares in India International Insurance Pte. Ltd., which has a share capital of S$ 50 million. The total shareholding of the Corporation in the Company is 10 mn shares each of S$ 1.

The Company has made a net profit of S$ 50.63 million as against a profit of S$ 24.45 million(restated) last year.

The Directors have recommended a first and final dividend of 10% on the paid-up capital of S$50 million for the year 2024.

• ASIAN REINSURANCE CORPORATION, BANGKOK

The Corporation is holding 6.16% of the share capital as Associate Member of Asian Re in addition to holding 0.97% of the share capital as its Regular Member on behalf of the Government of India. Asian Re has made a profit of USD 7.01 million in 2024 as against a profit of USD 3.21 million in 2023. The Asian Re declared cash dividend @ 0.5% of total paid up share capital outstanding as on 31st December 2024 at the 19th Meeting of the Shareholders Assembly.

• EAST AFRICA REINSURANCE COMPANY LTD., KENYA

The Corporation has 14.7521% stake in the share capital of East Africa Reinsurance Company Ltd., an existing profit- making reinsurance company in Kenya. The total shareholding of the Corporation is 221,281 shares of Kshs. 1,000, as on 31^st December 2024.

The Company has made a profit of Kshs. 804.33 million as against a profit of Kshs. 891.12 million last year.

The Board has recommended a total dividend of Kshs. 200 million (Kshs 133.33 per share) equivalent to 24.87% of PAT for the year 2024.

• GIC BHUTAN RE LTD.

The reinsurance company of Bhutan is a Joint Venture between the Corporation and local Bhutanese promoters. The venture began its operations in the name GIC Bhutan Re Ltd. in December 2013.

The Corporation has a 26% stake in the Joint Venture and held 28,600,000 shares of value Nu 10 each as of 31^st December 2024. The rest of the shareholding are held by Local Bhutanese promoters (29%) and the public (45%).

The Company has made a profit of Nu 339.02 million (PAT) in 2024 as against a profit of Nu 270.85 million (PAT) in 2023.

The Company has declared 15% dividend for the year ended 31^st December 2024, as per RMA regulations.

• GIC RE SOUTH AFRICA LTD.

GIC Re South Africa Ltd. is the Corporations first 100% owned Subsidiary (Wholly owned subsidiary), which started its commercial operations from 1^st January 2015. The Company, at the time of acquisition, was in the run-off for both Life and Non-life business. The Corporation holds all the 571,030,862 issued no par value Ordinary Shares, with a book value of R1,142,061,724, constituting 100% of GIC Re South Africa Ltd.s equity as of 31^st March 2025.

• GIC RE, INDIA, CORPORATE MEMBER LIMITED

With the objective of becoming a reputed global reinsurer, the Corporation expanded into Lloyds of London by offering reinsurance capacity to Lloyds syndicates through quota share capital gearing treaties since 2011. As a capacity provider, the Corporation was required to have its own Corporate Member at Lloyds, the Corporation acquired I-CAT CCM TEN Ltd., an existing corporate Member company, in November 2013 and renamed it as GIC Re, India, Corporate Member Ltd., which is registered as a private limited company in the UK. The Company commenced reinsurance operations in 2014. The business underwritten by the Company is fully reinsured with the Corporation. The company has not declared payment of any dividend for the year.

• GIC PERESTRAKHOVANIE LLC

GIC Perestrakhovanie LLC (GIC Re Russia) commenced its operations in August 2020. During the year 2022, due to the geopolitical crisis involving Russia and Ukraine, GIC Re Russia restricted its business activity to the Russian Federation only. It has been witnessing a drastic drop in the topline owing to the changed dynamics in the local reinsurance market and therefore, it continues to observe the unfolding situation closely to realign its strategies in the near future. The subsidiary closed its financial year ending on 31^st December 2024 with a gross written premium of 929 million Rubles. The net incurred claim to earned premium ratio was 38%.

LISTING OF EQUITY SHARES

The shares of the Corporation are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

PUBLIC DEPOSITS

The Corporation has not accepted any deposits under Section 73 of the Companies Act, 2013.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

The Board of Directors of the Corporation as on 31^st March 2025 consisted of Six (6) Directors, comprising of two (2) Independent Directors, one (1) Government Nominee Director and three (3) Executive Directors including a Chairman and Managing Director.

None of the Directors are related to any other Director of the Corporation.

The details pertaining to composition and change in Board, committees, KMP and senior management, details of meetings are provided under Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations. The Independent directors have confirmed that they have registered with the database maintained by the Indian Institute of Corporate Affairs (IICA).

The Corporation, being a Government Company, is under the administrative control of Ministry of Finance (MoF), the power to appoint Directors (including Independent Directors) vests with the Government of India. The appointment of Directors is done by MoF after due processes involving screening, review and compliances. In the opinion of the Board, the Independent Directors possess integrity and the requisite expertise and experience.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Corporation being a Government Company, is exempted to furnish information under Section 134(3)(e) of the Companies Act, 2013 vide MCA Notification dated 5^th June 2015.

POLICY FOR REMUNERATION OF KEY MANAGERIAL PERSON AND OTHER EMPLOYEES

The Corporation, being a Government Company, the remuneration payable to Key Managerial Persons and other employees are as per the Government of India norms.

CODE OF CONDUCT UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

The Corporation has in place a Code of Conduct to regulate, monitor and report trades in securities by Directors, Employees & Connected Persons which is in conformity with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code is applicable to the Employees of the Corporation, Designated Persons, and their Immediate Relatives and Connected Persons, to the extent applicable. The objective of the Code is to prohibit insider trading in any manner by the Designated Persons and to maintain confidentiality of unpublished price sensitive information and access to information on a need to know basis.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Corporation, being a Government Company is subjected to the CVC Guidelines and the Corporation has a separate Vigilance Department administering the Vigilance matters.

The Corporation has a Vigil Mechanism/ Whistle Blower Policy approved by the Board and the same is placed on the website of the Corporation.

CORPORATE GOVERNANCE

The Corporation continues to adopt the best practices of Corporate Governance to ensure transparency, integrity and accountability in its functioning. The Corporate Governance Report has been incorporated as a separate section, forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Business Responsibility and Sustainability Report as stipulated under Regulation 34 of the SEBI (LODR) Regulations forms part of the Annual Report and has been hosted on the website of the Corporation and can be viewed at www.gicre.in.

CEO/CFO CERTIFICATION

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

DETAILS OF UNCLAIMED SUSPENSE ACCOUNT

Details of Unclaimed Suspense Account as provided by our Registrar and Transfer Agent i.e. KFin Technologies Limited pursuant to Regulation 39 read with Part F of Schedule V of the SEBI (LODR) Regulations, 2015 is as under:

Sr. No.	Description	No. of Shareholders	No. of Shares
1	Aggregate number of shareholders and the outstanding shares lying unclaimed as on 01.04.2024	01	32
2	Number of shareholders who approached Listed entity for transfer of shares from suspense account during the year	0	0
3	Number of shareholders to whom shares were transferred from suspense account during the year	0	0
4	Aggregate Number of shareholders and the outstanding shares lying unclaimed as on 31.03.2025	01	32

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that:

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

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

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

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

5. The Directors have laid down internal financial control to be followed by the Corporation and that such Internal Financial Controls are adequate and are operating effectively; and

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

OTHER DISCLOSURE

There has been no material change and commitment affecting the financial position of the Corporation which occurred between the end of the financial year of the Corporation to which the financial statements relate and the date of this report.

There are no significant material orders passed by the regulator/courts/tribunal which would impact the going concern status of the Corporation and its future operation.

Annual Return in MGT-7 pursuant to the Companies Act, 2013 is posted on website of the Corporation i.e. www.gicre.in

BOARD MEETINGS

The Corporation held eight (8) Board meetings during financial year 2024-25 as detailed below:

15^th April 2024 28^th May 2024 15^th July 2024 9^th August 2024 16^th October 2024 12^th November 2024 8^th January 2025 3^rd February 2025

SECRETARIAL STANDARDS

During FY 2024-25, the Corporation was in compliance with the mandatorily applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings.

SUBMISSION OF ACCOUNTS BEFORE PARLIAMENT

As confirmed by the Ministry of Finance, Insurance Division, the Annual Report of the Corporation for the year 2023-24 along with Directors Report were placed before both the Houses of Parliament under Section 394 of the Companies Act, 2013 as per details given below:

LOK SABHA	2nd December 2024
RAJYA SABHA	10th December 2024

ACKNOWLEDGEMENT

The Corporation is grateful to the Insurance Regulatory and Development Authority of India, Government of India Reserve Bank of India and Securities and Exchange Board of India for their continued cooperation, support and guidance. The Corporation wishes to thank its investors, rating agencies, depositories, Registrar & Share Transfer Agent & Stock Exchanges for their support.

The Corporation would like to express its gratitude for the continued support and guidance received from Principal Director of Commercial Audit and Ex-Officio Member, Audit Board - I, Mumbai.

The Directors express their appreciation to all employees for their outstanding contributions, support and commitment towards the growth and success of the Organization. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

	For and on behalf of the Board of Directors
	Sd/-
Date: 26th May 2025	(N. Ramaswamy)
Place: Mumbai	Chairman and Managing Director