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General Insurance Corporation of India Directors Report

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General Insurance Corporation of India Share Price directors Report

To the Members

General Insurance Corporation of India

The Directors have pleasure in presenting the Fifty-Fourth 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 31st March 2026.

FINANCIAL RESULTS:

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

(Rs. in crore)

Particulars

2025-26 2024-25
1. Gross premium 44,006.74 41,153.95
2. Net Premium 40,571.25 37,844.21
3. Net Earned Premium 39,378.35 36,130.26
4. Net Incurred Claims 33,627.66 31,953.69
% to Earned Premium 85.40% 88.44%
5. Net Commission 7,972.03 7,372.54
% to Earned Premium 20.24% 20.41%
6. Operating Expenses and Other Outgo less Other Income (516.05) 193.26
7. Investment Income Apportioned to Revenue less expenses 8,612.97 8,713.96
8. Premium Deficiency 57.71 (37.62)
9. Total Profit/Loss (-) (3+7-4-5-6-8) 6,849.97 5,362.35
10. Transfer To CAT Reserve 739.25 597.95
11. Interest, Dividends & Rents (net) and Profit on sale of Investments 4,476.37 4,058.56
12. Other Income less Other Outgo 223.17 (90.16)
13. Reserve for Doubtful Debts and Investment including Amortization of Investments Written off and diminution in the value of investments written off 17.00 (32.83)
14. Profit before Tax (9-10+11+12-13) 10,793.26 8,765.64
15. Provision for tax including deferred taxes 2,401.08 2,064.28
16. Profit after Tax (14-15) 8,392.18 6,701.36

(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. 01.04.2013 vide IRDA/NL/RI/41/2012-13 dated 3rd 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 26th May 2026 recommended the payment of dividend of Rs.13.25 per share of Face Value of Rs.5/- each (i.e. 265% of paid-up equity share capital) for FY 2025-26 as against dividend of Rs.10/- per share for FY 2024-25.

In accordance with the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI(LODR) 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 ^1,50,386.18 Crore as on 31st March 2026 as against Rs.1,34,915.94 Crore in the previous year, the details of which are given below:

(Rs. in Crore)

Particulars

As on 31.03.2026 As on 31.03.2025

Shareholders Funds

51,301.27 43,106.52

Policyholders Funds

99,084.91 91,809.42

Total Funds

1,50,386.18 1,34,915.94

Note: As per the regulatory norms, Shareholders funds as on 31.03.2026 also include foreign currency translation reserve.

ASSETS

Total assets of the Corporation were Rs.1,97,220.93 Crore as on 31st March 2026 as compared to Rs.1,87,615.74 Crore as on 31st March 2025.

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 Ltd., GIC Re, India, Corporate Member Ltd., 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) outlook 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 Res 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 2026 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 31st March 2026 stood at 4.21 as against 3.70 in the previous year.

INVESTMENTS

The book value of the investments of the Corporation in India (representing investments, loans & deposits) amount to Rs.1,17,645.62 Crore as against Rs.1,06,733.46 crore in the previous year. The Investment income of Rs. 13,128.97 crore was apportioned to Policyholders & Shareholders as under:

(Rs. in Crore)

Particulars

2025-26 2024-25

Apportioned to Policyholders (PH)

8,650.28 8,647.85

Apportioned to Shareholders (SH)

4,478.69 4,060.35

Ratio ofPH/SH - 65.89%/34.11%

^Investment income is taken at gross

The mean yield on funds with profit on sale of investments stood at 10.60% (Previous year 11.04%). The percentage of net NPA (Non-performing Assets) to Gross loan assets (including Government Securities) was 0.97% (Previous year - 0.00%).

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 Rs.877.20 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 FY 2025-26 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 of future operations of the Corporation.

ENTERPRISE RISK MANAGEMENT (ERM)

The Corporation has established a Enterprise Risk Management (ERM) Policy, which defines a comprehensive governance structure along with clearly articulated roles and responsibilities at various levels. 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 the Management level ERM Committee.

With the introduction of SAP Risk Management & Process Control (SAP RM & PC - eGRC), the ERM Department conducts enterprise-wide risk assessments in coordination with Risk Managers and Risk Owners using a structured, technology-enabled approach. These assessments focus on identifying new risks, as well as reviewing and deliberating existing risks. The SAP RM & PC platform enhances transparency across business and compliance processes while strengthening governance.

The ERM Department undertakes periodic review of the risks and evaluates the effectiveness of the implemented controls. Key developments, observations, and deviations, if any, are reported to the Management and the Board Risk Management Committees on a regular basis.

As part of its associated responsibilities, the ERM Department reviews the Business Continuity Plan (BCP) and conducts the Business Impact Assessment (BIA), a key annual exercise aimed at ensuring continuity of critical functions at defined minimum acceptable levels and safeguarding the Corporations financial, competitive, and reputational position in the short and medium term.

During the year under review, a neutral Third Party Consultant was appointed to conduct the Stress Test exercise of the Corporation. The Stress Test for the financial year 2025-26 was carried out based on financial data as on 31st March 2025. 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. Standard Operating Procedures (SOPs) are in place for the two key functional areas of the Corporation viz. Reinsurance and Investment, along with their related accounting activities. These SOPs are reviewed and modified on need basis, as per user department requests with the approval of the Corporations Enterprise Risk Management Committee.

The Corporation has a Board approved Anti-Fraud Policy covering prevention, identification, investigation, reporting, monitoring, and control of frauds which is reviewed annually. The Corporation has declared Zero Tolerance to any non compliance with the terms and conditions of the Anti-Fraud Policy. As part of regulatory compliance, the ERM Department files Fraud Monitoring Returns with the Regulator.

The Corporation has also 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 the Business Continuity Plan (BCP), a drill was conducted at the alternate site at the GIC Delhi Liaison Office to create awareness, ensure preparedness among the Critical Resource Team and Business Continuity Teams during emergencies. The BCP is shared with all employees for awareness on the procedures involved in the recovery of operations.

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 may be accessed on the Corporations website at the link: https://www.gicre.in/images/2026/CSR-Policy-2025- Ver-10.pdf

The CSR Reporting as per Section 135 of the Companies Act, 2013 given in Annexure I.

AUDITORS

M/s. S H B A & Co 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 2025-26 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 31st March 2026 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, M/s. Ragini Chokshi & Associates, Practicing Company Secretaries have been appointed to undertake the secretarial audit of the Corporation. The Secretarial Audit Report for the financial year ended 31st March 2026 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 )(a), (b) and (c) of SEBI (LODR) Regulations, 2015, the Corporation could not comply with the requirement of composition of the Board of Directors and Regulation 18(1)(b) and 19(1) (c) regarding constitution of Audit Committee and Nomination & Remuneration Committee during the period as specified in the said report. In this regard, the Corporation being a Government of India Company, in terms of Articles of Association, the power to appoint Directors vests with Government of India through Ministry of Finance. The Corporation has been requesting the Ministry for appointment of Directors towards compliance of 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 to 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 2025-26 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 SEBI (LODR) 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 (LODR) 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 31st March 2026, 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 (LODR) 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 Rs. 2,630.25 Crore

ii) Outgo Rs. 4,098.62 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 Rs.6,15,795.77, Rs.70,61,433.64 and ^12,30,13,131.96 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 31st March 2026

Class I

Officers 480

Class III

Clerical Staff 23

Total

503

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 480 83 17.29 30 6.25 121 25.21
Clerical Staff 23 4 17.39 4 17.39 5 21.74
Sub-Staff 0 0 0 0 0 0 0

Total

503 87 17.30 34 6.76 126 25.05

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 2025-26 and hence no complaint is outstanding for redressal as of 31st March 2026.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY OF THE CENTRAL GOVERNMENT

During the year 2025-26, GIC Re continue to improve its performance in the implementation of the Official Language Policy of the Government of India and ensured complying 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 inspected 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 (four) and Liaison office in Delhi (one). In addition, GIC Re also organised Quarterly (4) meetings of the Officials Language Implementation Committee. Quarterly progress reports (QPR) related to the Corporations Official Language implementation are uploaded to the Ministrys website in a timely manner. The Corporation is represented in programs related to the implementation of Official Language organized by the Ministry of Home Affairs. A Word of the Day (Bilingual) with a thought and a picture is shared with all the employees on daily basis. In this way, continuous efforts are made towards implementing the official language.

Major translation activities covered Financial Standing Order (FSO) and the periodic updating of the 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 2025, 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.

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 is periodically awarded prizes for its In-house magazine "KSHITIJ" by TOLIC.

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 14.37% from MSEs for the year 2025-26.

VIGILANCE

The Vigilance administration in the Corporation is professionally managed and an integral part of management function. It promotes clean business transactions, professionalism, and ethical practices apart from control, monitor and supervision of various vigilance functions.

The Corporation has a very strong and transparent Vigilance Administration headed by Chief Vigilance Officer, appointed by DFS, who oversees all vigilance functions of the Corporation as per the guidelines from the Central Vigilance Commission. Participative /Proactive & Preventive vigilance are the important functions of vigilance Administrations.

The vigilance function comprises of three aspects:

1. Preventive Vigilance: Preventive measures hold greater significance in containing damage than detection and punishment of corrupt and other malpractices.

2. Preventive measures such as inspections of sensitive areas of business/operations, identification of sensitive posts, ensuring observance of conduct rules, regular scrutiny of inspections and audit reports, and Systemic improvements.

3. Detective Vigilance: Detective Vigilance includes conducting regular and surprise inspection in the sensitive area to detect if there have been any instances of corrupt or improper practices by the staff, undertaking scrutiny of annual property returns and handling complaints, getting in-depth investigations done and examining the same for logical conclusion through appropriate action after due process.

4. Punitive Vigilance: In addition to ensuring that employees at all levels indulging in wilful and malafide transgression of rules and regulations are not allowed to go unpunished. It is also ensured that Bonafide decisions taken in normal course of business are evaluated objectively and with required prudence.

The CVO also coordinates with CVC and DFS for necessary guidance on vigilance related matter and Law Enforcement Agencies in case of frauds.

Under Digitalization, Vigilance Department has put in place "Vigilance-online complaint portal" on GIC Re website, to enable public to raise the Vigilance related complaints/issues.

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, Claims, 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 2025-26, 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 the 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:

• Secretarial Audit

• Internal Finance Control (IFC)

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 2025-26, 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. A General Manager 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 Senior 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 (https://www.gicre.in/en)) containing information and complying with the provisions under the RTI Act, 2005, DoPT and CIC circulars.

GIC Re in the FY 2025-26 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 (2025-26) the Corporation received One hundred and Ninety- seven (197) Applications and Fifteen (15) First Appeals under the RTI Act, 2005. All the Applications were duly replied, and appeals were disposed of well within the stipulated time. 02 Second Appeals were filed against the Corporation before Central Information Commission and the same were disposed of by the CIC, during the period under review.

INFORMATION TECHNOLOGY MANAGEMENT GROUP (ITMG)

During the financial year 2025-26, the Information Technology Management Group (ITMG) continued to support GIC Res digital transformation agenda by strengthening core technology platforms and leveraging artificial intelligence to enhance operational efficiency and effectiveness.

A key initiative during the year was the S/4 transformation program, involving the upgrade of the SAP ERP system from SAP ECC to SAP S/4HANA. Phase I, which comprised migration of the database from Oracle to SAP HANA, was successfully completed in early 2024. Phase II, currently underway in two parts, focuses on further streamlining business processes, improving system performance, and enhancing data processing and reporting capabilities through the deployment of FIORI based applications on S/4HANA.

In parallel, the organization initiated several artificial intelligence proof of concepts and projects aimed at driving efficiency, automation, and enhanced decision making. Key initiatives included the adoption of Microsoft Copilot within the Microsoft 365 ecosystem to support intelligent content creation, data analysis, summarization, and automation of routine tasks. AI led process transformation is also being advanced through the development of an Invoice Processing Cockpit to automate invoice reading and data extraction with seamless integration into SAP, thereby improving accuracy and reducing manual intervention in payment processing.

Further, in house AI capabilities are being strengthened through the establishment of a dedicated team focused on generating context aware insights and analytics using retrieval augmented generation (RAG)-based assistants and agentic AI solutions. These initiatives aim to leverage both structured and unstructured enterprise data to enhance knowledge accessibility and support data driven decision making across the organization.

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 2025-26, GIC Re extended its commitment to employee development by delivering comprehensive training interventions across all levels. A total of 59 training programmes were conducted, benefiting 503 Employees (Total 1475 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 2025-26

Type of Training

No. of Training program No. of participants
Domestic Training 51 458
In-House Training + Online Trainings 6 1013 (110 + 903)
Foreign Training 2 4

TOTAL

59 1475

Highlights of the Years Training Initiatives:

1. A comprehensive portfolio of technical training programmes was delivered across core insurance domains, including Reinsurance, Aviation Insurance, Engineering Insurance, Property (Fire) Insurance, Motor Underwriting and Claims (Own Damage and Third Party), Agriculture Insurance, and Claims Management, strengthening domain expertise across the organisation.

2. Significant emphasis was placed on emerging technologies and analytics through programmes such as Certificate Course on Application of Artificial Intelligence and Generative AI in Insurance, Python for Insurance Analytics and AI, Power BI for Dashboard Development, Advanced Excel and Data Analytics, and Data Analytics and Data Interpretation, enhancing digital capabilities and decision-making skills.

3. Capacity building in governance, compliance, and regulatory frameworks was reinforced through training programmes on Public Procurement, e-Procurement through GeM, Financial Rules and Service Rules, RTI, Good Governance & Transparency, Vigilance Awareness, Framing of Charge Sheets, and Training for Inquiry/Presenting Officers, promoting accountability and adherence to best practices.

4. Specialized programmes focusing on cybersecurity and risk management, such as Comprehensive Insurance Sector-Specific Cyber Security and Enterprise Risk Management, were organized to equip employees to address evolving risk landscapes.

5. Behavioural, managerial, and leadership competencies were strengthened through initiatives like Emotional Intelligence & Work-Life Balance, Leadership Development, Soft Skills Training, Effective Human Resource Management, and Programme for Young Officers, fostering a culture of effective leadership and collaboration.

6. Financial and managerial acumen was enhanced through programmes including Finance for Non-Finance Executives, Project Management & Financial Management, Insurance Accounts Executives, and Direct Tax Refresher Course, enabling a broader understanding of financial operations and controls.

7. Inclusion, accessibility, and employee well-being remained a priority, with workshops on Reservation Policy, Accessibility of Services to Persons with Disabilities, Work-Life Balance, Wellness Programmes, and Retirement Planning for employees across cadres.

8. Structured learning pathways were strengthened through Induction Training (including Batch II), Master Trainers Programme, and Life Re-Knowledge Enrichment Programme, ensuring continuous learning and knowledge dissemination across levels.

9. Specialized programmes addressing critical areas such as Insurance Fraud Management, Investigation and Reporting under VAW, Motor Underwriting Skills, and Public Grievance Handling further enhanced operational efficiency and vigilance.

10. The Training Department also leveraged digital platforms to deliver customized online programmes, including MS Office Productivity Tools Training, ensuring accessible and flexible learning opportunities for employees.

Through these diverse and focused training initiatives, GIC Re has continued to strengthen its human capital by fostering technical excellence, digital readiness, and ethical governance, thereby ensuring a resilient, future-ready, and high-performing workforce.

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 2025-26, the Gross Written Premium by the branch is GBP 173.52 million compared to GBP 155.51 million last year and incurred a loss (after tax) of GBP 2.7 million as against a profit of GBP 4.4 million last year.

• DUBAI BRANCH (UAE)

During the financial year 2025-26, the branch reported a Gross Premium of AED 21.75 million, as against AED 35.70 million in the previous year and earned a Profit After Tax of AED 65.03 million, compared to AED 92.20 million in the previous year.

• MALAYSIA BRANCH

During the financial year 2025-26, the branch recorded a Gross Written Premium of RM 621.27 million, an increase from RM 610.41 million in the previous year. The Profit After Tax is RM 125.17 million, compared to RM 54.11 million in the previous 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 December 2025. The Company reported a net profit after tax of Kshs 1253.35 million as against net profit after tax of Kshs 1249.37 million last year. The Board of the Company recommended a dividend of Kshs 7.50 per share for the year ended 31st December 2025.

• 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$ 43.75 million as against a profit of S$ 50.63 million 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 2025.

• 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 6.70 million in 2025 as against a profit of USD 7.01 million in 2024. The Asian Re declared cash dividend @ 0.5% of total paid up share capital outstanding as on 31st December 2025 at the 20th 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 31st December 2025.

The Company has made a profit of Kshs. 864.04 million as against a profit of Kshs. 804.33 million last year.

The Board has recommended a total dividend of Kshs. 300 million (Kshs 200 per share) equivalent to 35% of PAT for the year 2025.

• 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 31st December 2025. The rest of the shareholding are held by Local Bhutanese promoters (29%) and the public (45%).

The Company has made a profit of Nu 369.65 million (PAT) in 2025 as against a profit of Nu 339.02 million (PAT) in 2024.

The Company has declared 20% dividend for the year ended 31st December 2025, 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 1st 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 647,168,310 issued no par value Ordinary Shares, with a book value of R1,427,577,155, constituting 100% of GIC Re South Africa Ltd.s equity as of 31st March 2026.

• 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 31st December 2025 with a gross written premium of 1181 million Rubles. The net incurred claim to earned premium ratio was 93%.

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 31st March 2026 consisted of Five (5) Directors, comprising of one (1) Independent Director, two (2) Government Nominee Directors and two (2) Executive Directors including one ED with additional charge of CMD. 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, 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 5th 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, 2015 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, 2015, 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 01.04.2025 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 31.03.2026 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 Form 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 seven (7) Board meetings during financial year 2025-26 as detailed below:

30th April 2025 26th May 2025 07th August 2025 12th November 2025 16th January 2026 07th February 2026 14th March 2026

SECRETARIAL STANDARDS

During FY 2025-26, 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 financial year 2024-25 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 08th December 2025

RAJYA SABHA 09th December 2025

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 2026

(Hitesh Joshi)

Place: Mumbai

ED (Additional Charge-CMD)

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