To,
The Members
HDFC Life Insurance Company Limited
The Board of Directors present the 26 th Integrated
Annual Report of HDFC Life Insurance Company
Limited ("the Company"/ "HDFC Life") along with the
audited financial statements for the year ended
March 31, 2026, highlighting the performance and progress made during the year. Companys
1. Standalone Financial Performance
| Particulars | FY 2025-26 | FY 2024-25 |
| a. New Business Premium | 36,096 | 33,365 |
| (i) Regular Premium | 13,879 | 12,976 |
| (ii) Single Premium | 22,217 | 20,389 |
| b. Renewal Premium | 43,291 | 37,680 |
| Total Premium | 79,387 | 71,045 |
| Profit After Tax | 1,910 | 1,802 |
Other Key Parameters:
| Particulars | FY 2025-26 | FY 2024-25 |
| Individual APE | 14,635 | 13,619 |
| Group new Business Premium | 17,845 | 16,479 |
| Assets under management | 3,75,198 | 3,36,282 |
| Embedded value (EV) | 62,139 | 55,423 |
| Overall new business | 24.2% | 25.6% |
| margins (post overrun) |
Note: EV reviewed by Milliman Advisors LLP
2. Business Review and Outlook
Industry Outlook
FY 2025–26 was marked by heightened global uncertainty driven by trade and geopolitical developments. These shocks increased risks to India Incs headline earnings and led to sustained outflows of overseas capital through the year.
Against this backdrop, the life insurance sector continued to exhibit strong momentum. During the year, the industry recorded new business premiums of Rs. 4,59,713 crore, reflecting a growth of 16% over the previous year. In terms of individual weighted received premium (WRP), the private sector grew by 12%, while the overall industry expanded by 10% year-on-year. Industry growth remained healthy, led by protection and market-linked products, reflecting evolving customer preferences. This momentum was further reinforced by expansion in distribution,
178 leading to an increase in the private sectors market share to 72% in terms of individual WRP. Bancassurance and agency channels continued to remain the dominant distribution avenues.
Life insurance in India continues to evolve towards holistic, long-term financial solutions that provide a stronger safety net for individuals. Swiss Re identifies India as a key growth market, projecting an annual growth rate of 6.9% for the insurance sector over 2026 to 2030, significantly higher than the global average of 2.7%. At the same time, it highlights that the life insurance industry is still adapting to recent regulatory changes, which may lead to near-term volatility in profit margins as the industry adapts to it.
We remain watchful of evolving macro dynamics, particularly their impact on household savings behaviour and demand for long-term financial products.
The medium to long-term outlook remains supported by structural drivers including low insurance penetration, favourable demographics and increasing financialisation of savings.
3. Company Performance
Sustained growth across segments
During FY 2025–26, we retained our position amongst the top three private life insurers, based on individual WRP market share. Growth moderated and margins were impacted by regulatory changes and evolving product mix. However, we have taken deliberate actions on pricing discipline, channel optimisation and product mix to reinforce long-term profitability. These actions position us to deliver more sustainable, value-accretive growth as operating conditions normalise.
The year was marked by heightened competitive intensity and a moderation in customer sentiment towards the close of the year, particularly in the month of March. These factors led to a near-term shift in household priorities towards essential spending, impacting demand for financial protection products and resulting in single-digit topline growth for the year.
Our private sector market share stood at 15.1% for FY 2025-26, based on individual WRP. We maintained our leadership position in the group business segment, with a private industry market share of 22%. Total new business premium stood at Rs. 36,096 crore, while total premium for the year was Rs. 79,387 crore, including renewal premium of Rs. 43,291 crore. We reported 8% growth in total Annualised Premium Equivalent (APE).
We expanded our customer base and deepened our geographic reach through a balanced expansion of both proprietary and corporate distribution channels. Notably, over 70% of customers acquired during FY 2025–26 were first-time buyers of life insurance, reflecting our growing penetration across Tier 1, 2 and 3 markets. We served over 4.6 crore customers across India.
Diversification and innovation being our key parameters
Our diversified distribution mix continues to provide broad and effective customer access across geographies. Our network comprises 700+ branches, 2.7 lakh agents and over 500 partnerships spanning banks, NBFCs, MFIs, SFBs, brokers, new-age ecosystem partners, in addition to our digital platform. We remain focused on broadening our distribution footprint and identifying more efficient and innovative ways to reach and serve our customers.
During the year, the proprietary channel delivered healthy double-digit growth, with the agency channel outperforming the overall company growth. The channel is delivering improved productivity and contribution following sustained investments in expansion, talent and product capabilities. This has helped improve our relative positioning within the industry. We have added more than 250 branches over the last 30 months with business from these contributing to approximately 13% of the agency channels topline. Our focus is now firmly shifting from expansion to productivity, activation and branch-level profitability. This should support a more sustainable and higher-quality contribution from the channel going forward. Partnership channels experienced elevated volatility during the year, primarily driven by heightened competitive intensity. In response, we exercised fiscal discipline by stepping away from unviable business. Nevertheless, we believe our focus on continued investments in distribution, product competitiveness, partner engagement and pricing discipline positions us well to deliver more sustainable and profitable growth as the environment normalises.
We continued to strengthen our product portfolio through targeted innovations aligned to evolving customer needs. During the year, we launched industry-first solutions such as Aajeevan Growth Nivesh and Income in the variable annuity space, an innovative plan that uniquely combines lifelong guaranteed income with growth potential linked to the Nifty 50. We further strengthened our protection portfolio with the launch of Click 2 Protect Supreme Plus, a comprehensive solution offering enhanced flexibility to modify life cover across different life stages, along with accelerated payouts upon the diagnosis of critical illness. These launches underscore our strategic focus on increasing the share of protection and annuity within our overall product mix, while catering to evolving customer demand.
Our individual APE composition for FY 2025-26 was: ULIPs at 44%, non-par savings at 18%, participating products at 25%, term at 7% and annuity at 5%. ULIP demand remained resilient through most of the year, supported by customer appetite for market-linked participation. The quality of our ULIP business continues to improve, with higher protection multiples and better rider attachment supporting margins. The 13-month persistency over the past 2 years has also improved. Both these metrics remain a deliberate strategic focus for us. At the same time, non-par savings demand was softer than our expectations. We have maintained pricing discipline in this segment and while this has had a near-term impact on volumes, it positions us better from a long-term value and margin standpoint. Retail Protection APE grew 43% year-on-year, supported by improved affordability post GST and a strengthened product portfolio. Retail protection mix expanded by nearly 200 basis points year-on-year to 7.2% in FY 2025-26 and including riders, protection now contributes nearly 10% of our retail business. We also saw an improvement in ticket sizes post GST, with customers opting for higher levels of sum assured. Retail sum assured grew by 28% year-on-year and we also maintained our leadership position on overall sum assured, reinforcing the quality of our business mix. Annuities were another area of meaningful progress.
We expect non-par savings to gain share, with protection and annuities growing ahead of the company average.
Maintaining Profitable Growth
For FY 2025–26, Value of New Business (VNB) stood at Rs. 4,034 crore. VNB grew 2% year-on-year; excluding GST and surrender regulation changes, growth would have been broadly in line with APE. New business margins for FY 2025-26, excluding impact of GST and surrender regulation would have been flat at 25.5%. Post GST and Special Surrender Value (SSV) impact margins were at 24.2%, a decline of 140 basis points as against FY 2024-25. Embedded Value stood at Rs. 62,139 crore. Operating Return on Embedded Value (ROEV) for the period was 15.0%.
Profit after tax for the period stood at Rs. 1,910 crore. PAT excluding GST and labour code impact would have shown a growth of 16%. The Board has recommended a final dividend of Rs. 2.10 per share. Assets under management (AUM) stood at
Rs. 3,75,198 crore, up by 12% year-on-year.
Renewal collections grew by 15% year-on-year. On persistency, 13-month ratio moderated by 200 basis points during the year, broadly in line with the evolving business mix. The 61-month persistency remained robust at 64%, improving by 100 basis points year-on-year, reflecting the continued strength of the long-duration savings book. Our solvency ratio stood at 177%. While we await clarity on the transition timeline to the risk-based capital/ solvency framework, we have taken Board approval to raise up to Rs. 1,000 crore by way of a preferential issue to our promoter, HDFC
Bank. This will add 900 basis points to the solvency.
Over the medium term, the move towards a risk-based solvency regime should ensure better alignment of capital with underlying risks and is likely to be beneficial for diversified franchises such as ours.
Update on Subsidiaries
HDFC Pension Fund Management Limited ("HDFC Pension") continued to strengthen its position as a leading player in the private pension fund management industry, commanding a market share of 43% and managing assets in excess of
Rs. 1.5 lakh crore. Its strong performance track record and accelerated growth have significantly enhanced our footprint in the retirement solutions segment, an area we view as a key long-term growth driver. In FY 2025-26, the Pension Fund Regulatory and Development Authority (PFRDA), introduced a series of progressive measures aimed at enhancing the flexibility, accessibility and overall appeal of the National Pension System (NPS). Key reforms included permitting up to 100% equity allocation, extending the permissible investment age and improving liquidity through features such as loan facilities and higher lump-sum withdrawal limits. We believe these initiatives will significantly strengthen NPS as a practical and compelling avenue for long-term retirement savings.
Our other subsidiary viz., HDFC International Life and Re Co. Ltd. ("HDFC International"), continues to deliver steady reinsurance performance while scaling its GIFT City presence. Further, S&P Global Ratings assigned an insurer financial strength Rating of "BBB" for the eighth consecutive year. Apart from S&P Global ratings, AM Best Ratings assigned a Financial Strength Rating of B++ (Good) and a Long-term issuer credit rating of "BBB" (Good) for the second consecutive year. The outlook assigned to both these credit ratings are stable.
Business Outlook
As we enter FY 2026-27, the GST transition is largely complete, the yield curve is supportive for non-par, our agency channel is stronger today than it was a year ago in terms of reach, productivity and quality of business and the protection portfolio is structurally larger and more meaningful than at any prior point in our journey. As a result, our EV continues to reflect the compounding strength of a high-quality in-force book. Our focus remains on driving industry-leading growth through disciplined pricing, distribution productivity and product mix optimisation.
Further, we believe the sector is structurally well placed to deliver steady and resilient growth over medium to long-term, supported by favourable demographics, increasing financial awareness and continued formalisation of the economy.
4. Products
At HDFC Life, our product strategy is rooted in a customer-centric and well-balanced portfolio that supports sustainable growth across life stages. Our offerings are thoughtfully designed to evolve with changing customer needs while delivering long-term financial security and consistent value.
With a comprehensive portfolio comprising 49 individual products, 17 group products, and 15 riders, we address a broad spectrum of protection, savings, retirement, and wealth creation needs. This diversification enables effective risk management, enhances persistency, and supports stable profitability.
Through continuous innovation and robust product governance, we aim to reinforce our position as a lifelong financial partner while creating enduring value for policyholders and shareholders. Key product launches during FY 2025–26 include:
HDFC Life Systematic Income Plan & HDFC Life Aajeevan Growth Nivesh & Income
HDFC Life systematic income plan is a non-participating, non-linked, general annuity, individual, saving plan that provides guaranteed lifelong income, with single and limited premium payment options. The plan also offers potential benchmark-linked growth through exposure to the NIFTY 50 benchmark.
HDFC Life Aajeevan Growth Nivesh & Income
HDFC Life Aajeevan Growth Nivesh & Income is a non-participating, non-linked, general annuity, individual, saving plan that provides guaranteed lifelong income, with Single premium payment option. The plan also offers potential benchmark-linked growth through exposure to the NIFTY 50 benchmark.
HDFC Life Click 2 Protect Supreme Plus
The Company launched HDFC Life Click 2 Protect Supreme Plus, a comprehensive protection solution offering enhanced flexibility to address evolving customer needs. The product strengthens our pure protection portfolio and aligns with our strategic focus on deepening protection penetration and improving long-term risk coverage.
HDFC Life LiveWell Rider
The launch of the HDFC Life LiveWell Rider expanded our rider portfolio by offering additional protection alongside core life insurance products. The rider integrates wellness-linked benefits, encouraging healthier lifestyles while providing an added layer of financial security for customers and their families.
5. Human Resource and People Development
At HDFC Life, our people are at the core of our success. We remain committed to enabling their growth by creating opportunities to learn, develop, and thrive in a supportive and high-performance environment.
Building a Culture of Trust and Transparency
We have fostered a culture rooted in trust and transparency, ensuring employees remain well-informed and connected to the organisation. Clear and equitable promotion and reward practices reinforce this commitment.
Regular CEO, HOD and CVO Townhalls, along with local communication forums, enable open dialogue across all levels. During the year, we further strengthened two-way communication through structured skip-level interactions between employees and leadership.
Employee well-being at the Core
Employee well-being remains a key priority. Our holistic wellness programmes provide access to fitness initiatives, medical consultations for employees and their families, and confidential support for physical and mental health.
We continue to evolve progressive policies that support diverse employee needs, including:
• Gender-neutral paternity leave
• Recognition of primary and secondary caregivers
• Health insurance coverage for spouses and partners, including cohabiting partners of any gender
Our compassionate leave policy and compassionate employment programme ensure support for employees and their families during difficult times.
This year, we introduced enhanced benefits for women travelling with infants and extended monthly financial support for families of deceased employees.
Fostering Collaboration and Camaraderie
We actively nurture a ‘one-team culture through structured and informal platforms. The Inter-
Departmental Premier League (IDPL), featuring cricket, indoor games and other activities, encouraged participation and strengthened cross-team bonds.
Our employee volunteering initiatives also brought teams together to contribute meaningfully to social causes.
Fairness and Transparency in Career Growth
We prioritise internal talent development and provide structured career advancement opportunities. Internal Job Postings (IJPs) enable employees to explore cross-functional roles, reinforcing our commitment to building careers from within.
Building a Future-Ready Learning Culture
Our learning ecosystem blends classroom, digital and gamified formats to deliver personalised and continuous learning experiences.
Key initiatives include:
• A mobile learning platform enabling anytime, anywhere access
• AI-powered two-way coaching tools offering real-time feedback on sales conversations
• Salessimulationtoolstoenhanceoperational accuracy and readiness
We strengthened our leadership pipeline through Frontline HIPO programmes and continued investments across mid and senior leadership cohorts. Structured talent reviews and succession planning ensure leadership continuity and a strong bench for the future.
Fostering a Diverse and Inclusive Culture (DEI)
DEI are embedded in our organisational fabric. We are committed to building a workforce that reflects diverse diversity include:
• Maternity Transition and Second Careers Programmes
• LGBTQ+ Helpline
• Gender Transition Policy
These efforts have contributed to a ~11% improvement in gender diversity over the last 11 years, with current representation at 29%.
Employee Resource Groups (ERGs), led by business leaders, play an active role in driving inclusion across the organisation.
Bringing in Fresh Talent and New Ideas
Through strong partnerships with leading academic institutions, our Jigyasa campus programme and ET program continue to attract high-potential talent, ensuring a robust pipeline of future leaders. Our Punaraagman program welcomes second career women and offer gig working opportunity.
Living the EPICC Life
Our values-Excellence, People Engagement, Integrity, Customer Centricity, and Collaboration (EPICC)-guide how we work and lead.
Five Executive Committee members serve as Chief Values Officers (CVOs), championing these values organisation-wide. Structured assessments ensure alignment of hiring and career progression with our values and leadership expectations.
Performance Management and Compensation
Our performance management framework is anchored in a balanced scorecard approach, aligning individual contributions with business priorities.
We benchmark compensation competitively and differentiate rewards to recognise high performance, enabling us to attract and retain top talent.
Special Focus on Employee Retention
Retention, particularly within frontline sales, remains a key focus area. Programmes such as Rising Star and OBX support early-stage employees in building capability and achieving success.
We introduced Employee Wallet, a gamified platform for frontline sales teams that integrates learning, performance and rewards-allowing employees to earn points that can be redeemed for career growth opportunities and incentives.
We also continue to strengthen managerial effectiveness through targeted development initiatives. The Best People Manager Award recognises leaders who demonstrate exceptional commitment to team growth and engagement.
At HDFC Life, we are committed to building a workplace where employees feel valued, supported and empowered-enabling them to build meaningful careers while contributing to the organisations long-term success.
Disclosure of Employees
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures relating to the remuneration of Directors, Key Managerial Personnel and employees are provided in Annexure 4 to this Report.
Further, the statement containing particulars of employees, as required form part of this Report. In terms of Section 136(1) of the Act, the Integrated Annual Report along with the financial statements is being sent to the Members excluding the said statement, which are available for inspection by the Members.
Any member interested in obtaining a copy of the aforesaid statement may write to the Company Secretary & Compliance Officer at investor.service@hdfclife.com.
6. Investments
FY 2025-26 proved to be a year of elevated volatility across asset classes with disruption in economic activity across the developed and emerging economies.
Global trade dynamics during the year were marked by significant tariff-related uncertainty, leading to disruptions in export flows and heightened volatility across markets. These developments impacted capital flows, currency movements and overall business sentiment.
After an extended period of negotiations with the USA, a framework for a trade deal was agreed upon and the tariffs on Indian exports were reduced to 18%, which was close to the rates imposed on a few other allied countries. India also concluded negotiations for trade deals with a few other countries including the UK and EU.
The US Supreme Court ruling resulted in an immediate withdrawal of the discriminatory tariffs and a uniform 10% tariff for all imports into the US was imposed.
The extended period of negotiations with the USA led to export contraction from the affected sectors and caused concerns for Indias growth outlook. The major portion of the brunt was borne by smaller companies in the textile, jewellery and sea-food sectors, which also are labour intensive industries.
However, the Governments policies to boost domestic growth, insulated the Indian economy, to a large extent, from the economic volatility. The Government followed up the easing in direct taxes, which was announced in the FY 2025-26 Budget, with easing in the GST rates, in the middle of the year. The reduction in GST rates led to marked jump in consumption, with a reasonable amount of the initial jump sustaining over the remainder of the year. The Government also sustained its increase in capital expenditure through the year, without deviating from its fiscal deficit target, as it managed to rein in revenue expenditure. The Government achieved its fiscal glide path target of bringing the fiscal deficit below 4.5% of GDP by FY 2025-26, fulfilling the commitment made during the Covid-affected period, when the deficit had bloated significantly. The prudent management of public finances, despite the external pressures and the resilience of Indias domestic economic growth led to a one notch increase in S&Ps sovereign credit rating for India, to ‘BBB.
Apart from the fiscal policy measures, monetary policy also supported growth, as RBI cut policy interest rates by a cumulative 125 bps over the course of FY 2025-26. Apart from the rate cuts, RBI also provided significant support to the bond markets by purchasing Government securities from the market through open market operation (OMO) auctions, which also added a large quantum of liquidity to the banking system.
Indias full year growth for FY 2025-26 is estimated at 7.6%, with meaningful contribution from private consumption and capital expenditure and some drag from the external sector. Consumer Price Index (CPI) inflation saw sharp fall during the year, with a multi-year low reading of 0.25% in October 2025, before recovering over the remainder of the year. Food price deflation led to the extremely low headline inflation, with the average full year CPI inflation estimated at 2.1%.
The last month of the fiscal year saw a full-blown war in the middle-east resulting in the ‘closing the Strait of Hormuz, for commercial shipping. The Strait of Hormuz is used for transporting about 20–25% of the worlds daily oil consumption, about 20% of the global trade in gas and about one-third of global trade in fertilisers. In response to these dis-locations, energy prices rose sharply, with availability being constrained across a number of countries. The lack of availability of petroleum derivatives also constrained a number of industries, jeopardizing economic activity. Equity markets around the world saw sharp corrections, while bond yields rose on inflation fears.
Indian equity markets had a largely flat year, with modest gains till the end of February, 2026. However, a sharp correction in March 2026, due to the middle-east conflict dragged the full year returns to negative territory. The large cap Nifty Index, ended the year about 5% below the levels seen at the end of the previous year, led by a sharp fall of about 11.5% in the month of March, 2026 alone.
Bond markets saw a steady rise in yields through the year, as the outlook increasingly factored in an end of the rate cut cycle. The year also saw very tepid demand for Government securities from banks as well as pension funds which further pressured bond yields higher. However, the conflict in March, 2026 pushed yields sharply higher with the benchmark 10-year Government yield rising to 7.13% during the month, which was the highest level for the full year. Yields cooled slightly by the end of March, 2026, to 7.03%, ending higher than the 6.58% level at the end of the previous year. Of the approximately 45 bps of rise in yields through the year, about 37 bps was seen in the month of March, 2026 alone.
In the backdrop of elevated volatility through the year, the Company managed its investment funds in line with its stated objectives and guiding policies, viz., the Investment Policy, Asset-Liability Management Policy and individual fund mandates. These frameworks define asset allocation and risk appetite, especially for funds with embedded guarantees. Asset allocation was actively monitored and aligned with policy requirements throughout the year.
As of March 31, 2026, HDFC Lifes total AUM stood at Rs. 3,75,198 crore, comprising Rs. 1,05,192 crore in unit-linked funds and Rs. 2,70,006 crore in conventional and shareholder funds, compared to Rs. 1,01,628 crore and Rs. 2,34,654 crore, respectively, in the previous year.
7. Information Technology and Digital Transformation
The insurance industry is undergoing significant disruption, led by rapid technological advancements. At HDFC Life, we are proactively embracing this change to unlock new opportunities, enhance agility and future-proof our operations. Our focus is on becoming a truly customer-centric organisation, moving from policy-centric to customer-first thinking, while reimagining our systems and platforms to be scalable, agile and digitally enabled.
We continue to leverage cutting-edge technologies such as Artificial Intelligence (AI), Blockchain and Cloud Computing across the value chain. These are helping improve customer and intermediary journeys, increase automation and operational efficiency and strengthen our digital distribution ecosystem.
As part of our journey to build a future-ready InsureTech platform, we strengthened our digital infrastructure to support onboarding, policy issuance, claims servicing and customer communications more efficiently and at scale
We enhanced our customer communication capabilities across key channels, enabling more timely and consistent communication across the policy life cycle, in both individual and group lines of business. This has supported better servicing turnaround times and improved customer experience. Further, we have increased automation in testing across products and journeys, helping reduce development timelines and improve speed to market.
We strengthened our claims servicing capabilities through greater automation and digitisation, leading to faster processing and improved servicing turnaround times. This has also supported improved servicing efficiency for institutional and distribution partners.
As we transform our technology landscape, we continue to enhance our existing systems to align with current business needs and elevate customer experience.
We enhanced digital tools for partners and intermediaries, including self-service and onboarding capabilities, to improve ease of doing business and reduce onboarding timelines. We further improved integration and servicing capabilities for channel partners and clients, supporting faster processing and a more seamless experience. In select segments, these enhancements also enabled materially faster issuance and servicing.
Further, during the year, the Company continued to promote experimentation and adoption of emerging technologies across analytics, automation and AI-led use cases through various events. The Company continued to promote rapid prototyping and innovation through structured experimentation and external collaborations, with ideas progressing to proof-of-concept stage and a solution already implemented. The Companys annual startup engagement programme, continued to identify and partner with emerging technology firms to co-create innovative solutions.
As the insurance industry continues to evolve, HDFC Life is well-positioned to address new opportunities and challenges by embracing technological advancements and innovating its products and services.
8. Awards & Accolades
During FY 2025–26, HDFC Life was recognised across a wide range of domains including corporate governance, financial reporting, innovation, digital transformation, human resources and customer experience. These accolades underscore our commitment toexcellence, innovation and stakeholder trust.
HDFC Life has been recognized in the "Leadership" category of the Indian Corporate Governance Scorecard for 2025 by Institutional Investor Advisory Services ("IiAS"). This milestone reflects HDFC Lifes continued commitment totransparency, accountability and exemplary corporate governance practices. The recognition in the ‘Leadership category marks a significant milestone for corporate governance in HDFC Life as the Company completes 25 years of its journey.
Some of the key recognitions received during the year include:
• Recognised amongst Indias ‘Top 25 Best Workplaces in BFSI by Great Place To Work
• Recognised among the top 3 insurers, Asia(ex-China), at the 2025 Extel Survey, with the following accolades:
- Best IR Program (Rank 3)
- Best IR Team (Rank 3)
• Recognised amongst the ‘Top 10 Best Workplaces for Millennials 2025 by Great Place to Work
• Ranked #49 among Best Workplaces in Asia by Great Place to Work
• ICoP team recognised for Excellence in Static Application Security Testing (SAST) implementation by Quantic
• AML Compliance Team awarded the BFSI Team for Excellence in AML Measures – Insurance Sector by Fincrime Expert
• Recognised amongst Indias Top 50 Best Workplaces for Women 2025 by Great Place to Work
• Won the ‘Best Compliance Team of the Year Award at the 7th Edition Future of Legal & Compliance Summit & Awards, 2025 by UBS Forums
• Jointly won Gold in Brandon Hall Groups Excellence in Technology Awards with Smart Winner
• Won the Best Governed Company Award 2024–2025 by the Asian Centre for Corporate Governance and Sustainability
• Won Bronze in the Regional Category at the Effie Awards 2025
• Won the Aegis Graham Bell Award for Innovation in Insurance for the Insta-Annuity Portal
9. Regulatory Landscape
The Insurance Regulatory and Development Authority of India (IRDAI) has issued a series of pivotal notifications and frameworks from April 2025 to March 2026, targeting financial reporting standardization, robust fraud prevention, enhanced policyholder protections, tighter expense controls, systemic stability and amplified rural/social sector obligations. These measures collectively aim to foster greater transparency, mitigate emerging risks in a digital first ecosystem and align the life insurance sector with global best practices amid rising premiums and claims pressures.
Indian Accounting Standards (Ind AS) Framework:IRDAIhasnotifiedamendmentstothe Insurance Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024, [‘the Regulations] providing for implementation of Indian Accounting Standards (Ind AS) by insurers which shall come into effect from April 1, 2026. Recognising the scale and complexity of the transition, IRDAI has provided insurers the option to avail a one-year forbearance for public adoption of Ind AS 117 reporting.
Financial statements prepared under Ind AS shall be in accordance with Schedule – IIA of the Regulations and shall be the basis of financial reporting. Further, Insurers shall undertake parallel reporting of Financial statements and financial information, for a period of two years from the date of implementation or for such period as may be specified by the Competent Authority.
Fraud Monitoring Guidelines: Fraud mitigation takes a decisive leap with the Insurance Fraud Monitoring Framework Guidelines, 2025, effective from April 1, 2026. Requiring Board approved antifraud policies and dedicated Fraud Monitoring Committees, these guidelines enforce zero tolerance protocols across underwriting, claims, distribution and third-party channels. In light of surge in scams in FY 2024-25, life insurers have been advised to deploy AI driven analytics, conduct vulnerability audits and establish real time reporting dashboards to detect anomalies early, thereby reducing leakage and reputational risks.
Commission and Expense Review: IRDAI formed a committee to review commission structures. Potential overhaul eyed for 2026 to control rising costs. IRDAI has advised the Management of all insurers to monitor Expense of Management (EOM) limits closely.
Policyholder Protection: IRDAIs Circular dated February 18, introduced Bima-ASBA a onetime Unified Payments Interface (UPI) mandate mechanismforblockingpremiumamountsduring the issuance of life and health insurance policies.
This system allows prospects to authorize a block on the required premium in their bank account via a standard UPI mandate. Upon successful underwriting and policy acceptance, the blocked funds are automatically debited and transferred, if the proposal is rejected or withdrawn, the block is instantly released with notifications sent to the prospect at key stages blocking, debit initiation and unblocking enhancing transparency and reducing payment failures or fraud risks.
Insurers and distribution channels are required to integrate this facility into proposal forms with a standardized declaration, ensuring seamless UPI interoperability, compliance reporting and adherence to prior IRDAI payment guidelines.
Master Circular on Rural and Social Obligations:
IRDAI issued the Master Circular on Rural, Social Sector and Motor Third Party Obligations dated July 25, 2025. The Circular mandates life insurers to meet escalating targets for rural lives/dwellings (e.g., minimum percentages via Gram Panchayats) and social sector coverage. Reporting involves councils for allocation and verification.
IRDAI also released several discussion papers/ draft guidelines on topical matters pertaining to the ordinary course of business and operations.
10. Solvency
Solvency represents the Companys financial capacity to meet its policyholder obligations and other liabilities in full over the long term, measured through the solvency ratio as prescribed by regulatory requirements.
The solvency ratio is calculated as specified in the IRDAI (Assets, Liabilities and Solvency Margin of Insurers) Regulations, 2016.
As compared to the IRDAI minimum requirement of 150%, the Companys Solvency Ratio as of March 31, 2026, was 177%.
11. Dividend Distribution Policy
The Board has formulated and adopted a Dividend Distribution Policy ("Policy") in terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations. The said policy is hosted on the website of the Company https://www.hdfclife. com/about-us/Investor-Relations.
Dividend:
Based on the parameters as laid down in the Policy, the Board has recommended a final dividend of Rs. 2.10/- per equity share of face value of Rs. 10/- each, subject to approval of the members of the Company at the ensuing Annual General Meeting (AGM) scheduled to be held on Thursday, July 16, 2026. The dividend pay-out ratio for the year ended March 31, 2026 is 24%.
The record date fixed for determining entitlement of members to final dividend, if approved at the AGM is June 19, 2026.
12. Transfer to Reserves
The Company carried forward profit after tax of Rs. 1,910 crore, earned during the year ended March 31, 2026, to the reserves. The accumulated profit of the Company was Rs. 11,088 crore as at March 31, 2026.
13. Share Capital and Debentures
The issued, subscribed and paid-up share capital of the Company as at March 31, 2026, was Rs. 21,57,81,95,360 comprising 2,15,78,19,536 equity shares having face value of Rs. 10/- each.
During the year, the Company has allotted 48,31,349 equity shares pursuant to the exercise of Options under its various Employee Stock Option Schemes (‘ESOS). The equity shares allotted under ESOS rank pari-passu with existing equity shares issued and allotted by the Company.
Debentures a) Issue of Non-Convertible Debentures (NCDs)
The Company has allotted 74,900 unsecured NCDs, each having a face value of Rs. 1,00,000 for an aggregate nominal value of Rs. 749 crore issued in the nature of ‘subordinated debt in accordance with IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024 and other applicable laws/rules and regulations.
As on March 31, 2026, the Company has Rs. 3,099 crore outstanding unsecured NCDs. NCDs are listed on the new debt market segment of the National Stock Exchange of India Limited.
b) Redemption of NCDs
During the year, the Company redeemed in full, 6,000 NCDs aggregating up to Rs. 600 crore on July 29, 2025.
c) Interest payment
The Company had paid annual interest to all the debenture holders on due date as mentioned below:
| ISIN | Outstanding NCDs (in ) | Interest Payment Date | Due Date |
| INE795G08027 | 350 crore | June 23, 2025* | June 22, 2025 |
| INE795G08019 | 600 crore | July 29, 2025 | July 29, 2025 |
| INE795G08035 | 1000 crore | October 9, 2025 | October 9, 2025 |
| INE795G08043 | 1000 crore | February 16, 2026* | February 14, 2026 |
*As per the Business Day Convention, the coupon payment was made on the following business day.
There was no unclaimed interest amount lying with the Company and No deviation or variation in the utilization of proceeds of the NCDs by the Company.
d) Credit Rating
During the year, the rating agencies viz., ICRA Ltd., CRISIL Ltd. and CARE Ratings Ltd. have re-affirmed/assigned the below allotted ratings in favor of the NCDs issued by the Company: "[ICRA]AAA (Stable)", by ICRA Ltd., "CRISIL AAA/ Stable", by CRISIL Ltd.; and "CARE AAA; Stable", by CARE Ratings Ltd. "AAA" rating denotes the highest degree of safety with respect to timely servicing of financial obligations and indicates minimal credit risk.
14. Transfer of unclaimed dividend and shares to Investor Education & Protection Fund (IEPF)
The details with respect to the transfer of unclaimed dividend and/ or shares to the IEPF, forms part of the Corporate Governance Report.
15. Subsidiary and Associate Companies
Except for the below mentioned wholly - owned subsidiaries, during FY 2025-26 and as of the date of this report, your Company does not have any other subsidiary or an associate company or a joint venture company.
(i) HDFC Pension Fund Management Limited (HDFC Pension)
HDFC Pension continues to be the largest private Pension Fund Manager ("PFM") in India in terms of AUM, which was Rs. 1,56,007 Crore as on March 31, 2026, registering a growth of approximately 35% over the previous year, with cumulative market share of 43.1%. HDFC Pension has also taken a dominant position in the newly launched schemes under Multiple Scheme Framework (MSF) framework by onboarding 1.77 lakh subscribers with a market share of 61%.
Additionally, HDFC Pension has established a strong foothold under Point of Presence ("PoP") in both retail and corporate NPS segments and has positioned itself as a scale player in this sector as well. HDFC Pension ranked #1 in terms of cumulative corporate subscribers* & corporate relationships and ranked #8 in retail subscriber base amongst POPs. HDFC Pension currently serve over 7.3 lakh NPS subscribers as a POP.
*Note - Cumulative corporate subscribers excludes our own employees.
A synopsis of financial performance is shown in below table:
| Particulars | FY 2025-26 | FY 2024-25 |
| Gross Income | 10,728 | 7,587 |
| Total Expenses | 8,561 | 6,728 |
| Profit/ (Loss) before Tax | 2,167 | 858 |
| Tax expense for prior years | -5 | 83 |
| Provision for Tax | 501 | 233 |
| Profit/ (Loss) after Tax | 1,671 | 542 |
(ii) HDFC International Life and Re Company Limited (HDFC International)
As a Life & Health reinsurer incorporated in the Dubai International Financial Centre (DIFC) and regulated by the Dubai Financial Services Authority (DFSA), HDFC International has established a growing presence across several international markets.
HDFC International provides reinsurance solutions across life and health through treaty and facultative arrangements. These services support a broad range of insurance product lines, including individual life insurance, group life insurance, group credit life insurance, health insurance and travel insurance. The Company remains focused on delivering solution-centric and value-added offerings to its ceding partners, enabling insurers to enhance and expand their business across target markets.
In addition to its DIFC headquarters, HDFC International has established an overseas branch at GIFT City - International Financial Services Centre (IFSC), operating under the brand name "HDFC Life International." The branch has completed 32 months of commercial operations as of March 31, 2026 and continues to demonstrate encouraging momentum in its business activities. From its base in GIFT City, IFSC, the branch offers US dollar-denominated life & health insurance products and solutions to non-resident Indians across the globe, further strengthening the Companys international presence and its ability to serve customers in global markets.
The Company has demonstrated steady growth under IFRS 4 AS, since its inception, with its gross written premiums (GWP) reaching USD 55.37 million in FY 2025-26, registering a 63% year-on-year growth and maintaining a consolidated profit position.
Further, S&P Global Ratings assigned an Insurer Financial Strength Rating of "BBB" to HDFC International for the eighth consecutive year. Apart from S&P Global Ratings, AM Best Ratings assigned a Financial Strength Rating of B++ (Good) and a Long-Term Issuer Credit Rating of "bbb" (Good) for the second consecutive year. The outlook assigned to both these Credit Ratings are Stable.
Furthermore, HDFC International received its certification on ISO/ IEC27001:2022 for Information Security Management Systems (ISMS) underscoring its commitment to excellence in technology and services.
16. Directors and Key Managerial Personnel
The Board has been constituted in compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder, SEBI Listing Regulations and IRDAI (Corporate Governance for Insurers) Regulations, 2024 and Master Circular on Corporate Governance for Insurers, 2024 ("IRDAI CG Regulations").
As on March 31, 2026, the Board comprises
11 Directors viz., 2 Non-Executive Directors, 6
Independent Directors and 3 Executive Directors thereby ensuring an appropriate mix of Executive, Non-Executive and Independent Directors on the Board.
(a) Changes in Board Composition
During FY 2025–26, changes in the composition of the Board, along with the proposed changes, are set out below:
• Appointment of Director Mr Vineet Arora (DIN: 07948010)
The Board, at its meeting held on April 17, 2025, appointed Mr Vineet Arora as an Additional Director, categorised as a Whole-time Director and designated as Executive Director & Chief Business Officer, with effect from May 1, 2025, for a term of 3 consecutive years. The Members of the Company, at the AGM held in July 2025, considered and approved the said appointment.
Mr Vineet Arora has been associated with the Company since November 2022 and he brings with him over three decades of rich and diverse experience across sectors including FMCG, consumer durables, banking, wealth management and life and general insurance and has played a key role in scaling businesses and driving growth across organisation.
• Re-appointment of Director Mr Niraj Shah (DIN:09516010)
Mr Niraj Shah has been associated with HDFC Life as Chief Financial Officer since February 2019. He was subsequently elevated as Whole-time Director and designated as "Executive Director & Chief Financial Officer" w.e.f April 26, 2023 for a period of 3 years.
Mr Niraj Shah oversees finance, product development and process excellence. He has over 27 years of experience in financial services, primarily in life insurance, corporate finance advisory and audit.
In order to reap the benefits of the continued leadership of Mr Niraj Shah and considering the contribution made by him to the growth and progress of the Company over the years and based on the evaluation of his performance and also skills, experience and the knowledge that he brings to the
Company, the Board of Directors, based on the recommendation of the Nomination
& Remuneration Committee, had at its meeting held on April 16, 2026, considered and approved the re-appointment of Mr Shah w.e.f April 26, 2026, for a period of five (5) years, subject to approval of the IRDAI and members at the ensuing AGM.
Mr Niraj Shah has not been debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority.
The resolution for re-appointment of Mr Shah along with his brief profile has been included in the Notice of the 26th AGM, for approval of the members.
• Retirement by Rotation
In accordance with provisions of the Companies Act, 2013, Mr Kaizad Bharucha (DIN: 02490648), Non-Executive Nominee Director, being longest in office since his last appointment, retires by rotation and is eligible for re-appointment at the 26th AGM. A resolution seeking members approval for his re-appointment forms part of the Notice of the 26th AGM.
(b) Independent Director Declarations
As on March 31, 2026, there are 6 Independent Directors on the Board of the Company, including 1 Woman Director.
In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Based upon the declarations received from the independent Directors, the Board have confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16(1) (b) of SEBI Listing Regulations and that they are Independent of the Management.
Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, Independent Directors has registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA). There has been no change in the circumstances affecting their status as Independent Directors of the Company.
(c) Key Managerial Personnel (KMPs) and changes, if any
• Change in Company Secretary & Compliance Officer
Pursuant to IRDAI CG Regulations, 2024, insurers are required to ensure independence of control functions including compliance, risk management, audit, actuarial and secretarial functions. Further, in view of the clarification received from IRDAI and in alignment with the principles set out in the Master Circular on Corporate Governance which, inter alia, mandate segregation of key managerial functions, Mr Narendra Gangan, who was serving as General Counsel, Chief Compliance Officer & Company Secretary, ceased to hold the office of Company Secretary with effect from the close of business hours on July 16, 2025. Mr Gangan continues to serve the Company as General Counsel & Chief Compliance Officer in accordance with applicable IRDAI regulations.
Further, based on the requirement under the aforesaid regulatory framework, Mr Nagesh Pai, Senior Vice President – Secretarial & Compliance, was appointed as the Company Secretary (Key Managerial Personnel) & Compliance Officer of the Company, in terms of the SEBI Listing Regulations and the SEBI (Prohibition of Insider Trading) Regulations, 2015, with effect from July 17, 2025.
• Change in Chief Human Resources Officer
(CHRO)
Mr Vibhash Naik, CHRO of the Company, transitioned to the role of CHRO of HDFC Bank Limited pursuant to the transfer of his employment from the Company. Accordingly, his resignation from the Company became effective from January 30, 2026.
The Board placed on record its sincere appreciation for the valuable contributions made by Mr Naik during his tenure with the Company and wishes him continued success in his future professional endeavours.
Further, based on the recommendation of the Nomination & Remuneration Committee, the Board have approved the appointment of Mr Vijay Vaidyanathan as CHRO w.e.f April 1, 2026. Mr Vaidyanathan shall form part of the Senior Management Personnel of the Company.
Details of KMP
In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following employees were holding the position of KMP of the Company as on March 31, 2026:
| Name | Designation |
| Ms Vibha Padalkar | Managing Director & Chief Executive Officer |
| Mr Niraj Shah | Executive Director & Chief Financial Officer |
| Mr Vineet Arora# | Executive Director & Chief Business Officer |
| Mr Nagesh Pai* | Company Secretary & Compliance Officer |
#Appointed with effect from May 01, 2025 * Appointed with effect from July 17, 2025
In terms of the IRDAI CG Regulations, 2024, the following senior management employees were holding positions of KMPs as on March 31, 2026:
| Name | Designation |
| Ms Vibha Padalkar | Managing Director & Chief Executive Officer |
| Mr Niraj Shah | Executive Director & Chief Financial Officer |
| Mr Vineet Arora | Executive Director & Chief Business Officer |
| Mr Prasun Gajri | Chief Investment Officer & Chief Strategy Officer |
| Ms Eshwari Murugan | Appointed Actuary |
| Mr Narendra Gangan | General Counsel & Chief Compliance Officer |
| Mr Sameer Yogishwar | Chief Operating Officer |
| Mr Khushru Sidhwa | Chief Risk Officer |
| Mr Nagesh Pai | Company Secretary & Compliance Officer |
(d) Performance Evaluation
Company had carried out the annual evaluation of the Board, Board committees and individual Directors including the Chairman. Further, the Independent Directors met separately, without the attendance of non-Independent Directors and members of the management and inter alia reviewed the performance of non-Independent Directors and Board as a whole; and performance of the Chairman.
The evaluation process inter alia broadly covered the following parameters: Board:
- Board composition, diversity, skills, experience and independence;
- Frequency of the Board meeting and participation;
- Ethical standards, integrity and compliance;
- Adequacy of agenda and other materials provided;
- Adequacy of Board process and recording of minutes of the meeting;
- Evaluation of performance and the quality, quantity and timeliness of flow of information.
Board Committees:
- Composition and working procedures of the committee;
- Optimum mix of expertise and experience;
- Adequacy of frequency of the Committee meetings;
- Adequacy of independence of the Committee from the Board;
- Adequacy of information placed in agenda and recording of minutes;
- AdequacyofCommitteesrecommendations contribute effectively to decisions of the Board.
Directors:
- Attendance and participation in Board, Committee and General meetings;
- Business knowledge and understanding of the industry
- Approachability and availability;
- Focus on representing shareholders interests and enhancing shareholder value;
- Fulfilling criteria of independence.
Chairman:
- Effective leadership to the Board;
- Attendance and participation in Board and Committee meeting;
- Effective communication with other Board Members;
- Meaningful and constructive contributions and inputs in meetings.
Outcome of the Board Evaluation
The Independent Directors expressed their satisfaction on the performance and effectiveness of the Board, all the Committees, Non-Independent Board Members and the Chairman and on the quality, quantity and timeliness of flow of information between the Company management and the Board. Nomination & Remuneration Committee also undertook an evaluation of individual Directors performance and expressed its satisfaction on the performance of each Director.
There have been no material observations, consequent to such evaluation and review.
The evaluation process re-affirmed the Boards satisfaction with the Companys ethical standards, the cohesive functioning of the Board, the responsiveness of the Board and management to challenges and managements transparent engagement with the Board on strategic matters.
It has inter alia identified the following focus areas: a) Focus on ESG and sustainability-related matters, considering their increasing relevance to long-term value creation and stakeholder expectations; and
b) Oversight over the Companys information technology strategy, technology and digital initiatives, and other related matters.
(e) Process of Directors Appointment and Remuneration and other Details
The Nomination & Remuneration Committee ("NRC"), prior to making its recommendation to the Board, evaluates candidates for appointment or reappointment as Directors based on various parameters, including: (a) skills and experience aligned with the Companys current and future requirements; (b) independence and other criteria prescribed under applicable laws and regulations; (c) diversity of background, expertise and perspective; (d) reputation for integrity and sound judgment; and (e) disclosures and confirmations furnished by the candidate.
Based on the declarations and information received from the candidate and its own evaluation and scrutiny, if the NRC is satisfied that the candidate is eligible and fit for appointment as a Director, it recommends the same to the Board for its consideration.
The Board, based on the recommendation of the NRC, may approve the appointment of the Director, subject to the approval of the shareholders and IRDAI, wherever applicable
(f) Policy on Remuneration of Directors
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations and IRDAI CG Regulations, 2024, the Company has formulated a Remuneration Policy which lays down the framework for remuneration of Directors and Key Managerial Personnel.
The Policy is hosted on the website of the Company at https://www.hdfclife.com/about-us/Investor-Relations.
The Company has not granted stock options to any of its Non-executive Directors.
Further details about remuneration to Directors including Whole-time Directors are provided under the report on Corporate Governance which is enclosed as ‘Annexure 1 and forms part of this report.
(g) ‘Fit and Proper Criteria for Directors
In accordance with IRDAI CG Regulations, 2024, the Directors of insurers have to meet the ‘Fit and Proper criteria. Accordingly, all the Directors of the Company have confirmed compliance with the same.
Your Company had received declarations from the Directors in terms of Section 164 of the Companies Act, 2013 confirming that they are not disqualified from being appointed as Director of any company.
Further, based on the disclosures and confirmations received from the Directors, the Board is of the opinion that the Directors of the
Company are eminent persons with integrity and have necessary expertise and experience to continue to discharge their responsibilities as the Director of the Company.
(h) Directors & Officers (D&O) Liability Insurance
The Company has in place D&O Liability Insurance for all its Directors (including Independent Directors) and Senior Management Team for such quantum and risks as determined by the Board in line with Regulation 25(10) of the SEBI Listing Regulations.
(i) Meetings of the Board and its Committees, attendance and constitution of various Committees
In compliance with the provisions of the Companies Act, 2013 the SEBI Listing Regulations and, IRDAI CG Regulations, 2024, the Board has constituted the following Committees to ensure effective governance, regulatory compliance, and oversight of the Companys operations:
1. Audit Committee
2. Capital Raising Committee
3. Corporate Social Responsibility & ESG Committee
4. Investment Committee
5. Nomination & Remuneration Committee
6. Policyholder Protection, Grievance Redressal and Claims Monitoring Committee
7. Risk Management Committee
8. Stakeholders Relationship Committee
9. With Profits Committee
The details of meetings of the Board/Committees held during the year, attendance of the Members there at and constitution of the Committees, forms part of the Corporate Governance Report, which is enclosed as ‘Annexure 1 and forms part of this report.
During the year, all recommendations of the Committees were noted by the Board.
(j) Succession Planning
The Company has a well-defined succession planning process to mitigate the risk associated with critical vacancies due to attrition and ensure seamless business continuity. A structured framework is in place for identifying key roles and measuring the depth of leadership cover for each role by identifying successors who can move to the role either immediately or over a period, or by restructuring the role to mitigate vacancy risk and ensure business continuity, where successors are not immediately available to fill the vacancy.
The Nomination & Remuneration Committee (‘NRC) oversees matters related to Companys succession planning to ensure orderly and seamless leadership transition with an end-objective to build a Board which is diverse, future-ready and addresses the long-term requirements of the Company.
17. Risk Management Framework
The Company acknowledges that risk is inherent to its business and that effective identification, assessment, monitoring and reporting of risks are critical to creating and protecting shareholder value. To this end, the Company has established a comprehensive Risk Management Strategy and framework to systematically identify, measure, monitor and mitigate material risks across the enterprise
A Board has approved the Risk Management Policy, which is periodically reviewed and provides the foundation for the Companys risk management systems and procedures. This policy ensures that all material risks faced by the Company are appropriately mitigated. Detailed information about the Companys risk management architecture can be found in the Risk Management section of this Report.
18. Internal Audit Framework
The Company has a robust and comprehensive internal audit framework and independent review mechanism across all the processes and systems to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals and, compliance with the applicable policies, procedures, laws and regulations.
The internal audit function works closely with other governance functions, considering relevant material inputs from the risk management framework, compliance reports and external auditor reports, etc. Internal audits are conducted by in-house internal audit team and also by the independent co-sourced auditors (external chartered accountant firm) under the supervision of the Audit Committee. The internal audit function reports key findings and the follow up status on these findings to the Audit Committee on quarterly basis. An Internal Audit Charter and Internal Audit Policy duly approved by the Audit Committee is in place, which provides guidance on the audit process, scope of work, accountability, reporting, responsibility, authority and periodic assessment of the internal audit framework. The internal audit function also facilitates management self-assessment of adequacy of internal financial controls and operating effectiveness of such controls as required under Sarbanes Oxley (SOX) Act and the Companies Act, 2013.
As required under the applicable IRDAI
Regulations an Independent Chartered Accountant firm appointed by the Audit Committee carries out the concurrent audit of investment operations as per guidance note on internal/ concurrent audit of Investment functions of insurance companies, issued by the Institute of Chartered Accountants of India. Any significant findings in the concurrent audit are also presented to the Audit Committee and Investment Committee.
19. Internal Financial Controls
The Company has a robust internal control mechanism across key processes and systems. The Company has put in place adequate policies and procedures to ensure that the system of internal financial control is commensurate with the size, scale and complexity of its operations. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with the applicable statutes, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with corporate policies.
The internal audit, in addition to evaluating compliance to policies, regulations, processes etc., also test and report adequacy of internal financial controls with reference to the financial reporting/ statements.
20. Vigil Mechanism/ Whistle Blower Policy
The Company is committed to fostering a culture of openness and transparency in its operations and interactions with all stakeholders. Pursuant to Section 177(9) of the Companies
Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company is mandated to put in place a vigil mechanism that enables Directors and employees to report legitimate concerns.
The Whistle Blower Policy ("Policy") has been framed to provide a structured framework through which such concerns can be raised, examined impartially and resolved effectively. The Policy is intended to encourage employees and stakeholders to raise issues in good faith without fear of retaliation, discrimination, or any form of prejudice. It applies to all employees of the Company, including Directors, as well as other stakeholders. The Policy facilitates reporting of violations of applicable laws, statutes, or regulations; matters relating to accounting policies and practices; actions leading to financial loss or reputational damage; abuse of authority; suspected or actual fraud or criminal conduct; and non-adherence to anti-bribery and anti-corruption policies.
In addition, the Policy covers instances involving the leakage of unpublished price sensitive information (UPSI) under the applicable SEBI
Regulations or any other information specified under applicable laws or regulations, as amended from time to time. All such complaints are placed before the Audit Committee for appropriate review.
As per the provisions of the Policy, no employee has been restricted or prevented from approaching the Audit Committee.
Further details of the Policy are provided in the Report on Corporate Governance and forms part of this Report. The Policy is hosted on the Companys website at https://www.hdfclife.com/ aboutus/Investor-Relations
21. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
A. Conservation of Energy
In view of the nature of business activity of the Company, the information relating to the conservation of energy, as required under Section 134(3) and Rule 8(3) of Companies (Accounts) Rules, 2014, is not applicable to the Company.
C. Foreign Exchange Earnings and Outgo
| Foreign Exchange Earnings | 60.9 |
| Foreign Exchange Outgo | 101.7 |
22. Consolidated Financial Statements
In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI Listing Regulations, consolidated financial statements have been prepared in accordance with the applicable accounting standards issued by Institute of Chartered Accountants of India and forms part of financial statements. Further, a statement containing salient features of the financial statements of the subsidiaries in the prescribed Form AOC-1 forms part of the financial statements.
23. Compliance on Maternity Benefit Act, 1961
The Company has complied with the applicable provisions of Maternity Benefit Act, 1961 for female employees with respect to leaves and maternity benefits thereunder.
24. Swabhimaan - Corporate Social Responsibility (CSR) & Environmental, Social and Governance (ESG)
Swabhimaan, HDFC Lifes CSR initiative, is the umbrella under which the company undertakes its corporate social responsibility programs. Guided by the ethos of ‘Sar Utha Ke Jiyo, the interventions aim to uplift communities and enable sustainable outcomes.
The Company is committed to supporting inclusive and sustainable development by empowering underserved communities through focused interventions.
Aligned with Section 135 of the Companies Act, 2013, the UN Sustainable Development Goals and Indias National Development Agenda, HDFC Lifes CSR initiatives focus on:
• Education & Livelihood
• Healthcare & Sanitation
• Environmental Sustainability
• Others- Support to Armed Forces and Sports
These programs are in line with Schedule VII of the Companies Act, 2013 designed to foster holistic development and strengthen community capability and self-reliance.
The Company undertakes CSR activities through strategic partnerships and direct programs, with a strong emphasis on governance, accountability and long-term impact. The CSR Policy provides the framework for undertaking CSR initiatives in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. The programs are identified and evaluated by the Head of CSR, supported by the monitoring and evaluation team and are placed before the Board CSR & ESG Committee for review, guidance and approvals from the companys Board. The Committee oversees implementation and confirms compliance with the CSR Policy and statutory requirements.
25. Annual Return
Pursuant to Sections 92(3) and 134(3) (a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return for the financial year ended March 31, 2026 is available on the Companys website at https://www.hdfclife.com/aboutus/ Investor-Relations.
26. Statutory Auditors a. Statutory Auditors and Audit Report
M/s G.M. Kapadia & Co., (Firm Registration No. 104767W) and M/s BSR & Co., LLP (Firm Registration No. 101248W/W-100022), are the Joint Statutory Auditors and their report thereof forms part of this report, which does not contain any qualification, reservation, adverse remark or disclaimer for the period under review.
Audit observations, if any and corrective actions taken by the Management are required to be presented to the Audit Committee.
Change in one of the Joint Statutory Auditors
The Board at its meeting held on January 15, 2026, approved the appointment of M/s KKC
& Associates LLP (formerly Khimji Kunverji
& Co. LLP), Chartered Accountants (Firm Registration No.: 105146W/W100621), as one
196 of the Joint Statutory Auditors. The proposed appointment is for a term of 4 consecutive years, commencing from the conclusion of the 26th AGM until the conclusion of the 30th AGM, subject to the approval of the Members.
The appointment follows the completion of the term of M/s G.M. Kapadia & Co., Chartered Accountants, who shall retire as Joint Statutory Auditors at the conclusion of the ensuing 26th AGM, in accordance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
The resolution seeking members approval for the appointment of M/s KKC & Associates LLP, along with details and profile of the firm, forms part of the Notice convening the 26th AGM.
b. Secretarial Auditor and Secretarial Audit
Report
In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder and Regulation 24A of the SEBI Listing Regulations, M/s Mehta & Mehta, Company Secretaries, (Firms Registration no.: P1996MH007500) were appointed as Secretarial Auditors of the Company at the 25th Annual General Meeting for a period of 5 years.
The Secretarial Audit Report in the prescribed Form MR-3 for the financial year ended March 31, 2026 is annexed to this Report as Annexure 3. There are no qualifications, reservations, or adverse remarks made by the Secretarial Auditor in their report.
27. Reporting of frauds
During the year, there have been no instances of fraud reported by the Joint Statutory Auditors to the Audit Committee / Board, pursuant to Section 143(12) of the Companies Act, 2013 and the Rules made thereunder.
28. Related Party Transactions (RPTs)
Pursuant to Section 177 read with Section 188 of the Act, the Audit Committee reviews the RPT on a quarterly basis. All the RPTs entered during the year under review were in the ordinary course of business and on an arms length basis, there by not requiring a separate Board/ members approval.
Further, members approval was taken as per the requirement of SEBI Listing Regulations in the 25th AGM held on July 16, 2025, for material RPTs with HDFC Bank Limited, which were in the ordinary course of business and on an arms length basis. The RPT Policy is hosted on the Companys website at: https://www.hdfclife.com/aboutus/ Investor-Relations.
M/s B.K. Khare & Co., Chartered Accountants, have reviewed the RPTs for FY 2025-26 and their report(s)wereplacedbeforetheAuditCommittee, along with details of such transactions.
During the year, there were no material transactions with related parties, which were not in the ordinary course of business and not at arms length basis. Accordingly, no disclosure is made in respect of in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 and Rules framed thereunder.
As per the requirements of the Accounting Standards (AS) - 18 issued by the Institute of Chartered Accountants of India on ‘Related Party Disclosures, the details of RPTs entered into by the Company are covered under the ‘Notes forming part of the financial statements.
29. IND AS Roadmap
Based on the IRDAIs email dated October 10, 2024, the Company was identified under phase 1 to implement IND AS standards. Accordingly, the Company had initiated the IND AS project implementation and updated its Audit Committee and the Board on the progress.
As required by IRDAI, during FY 2025-26, the Company has also submitted proforma IND AS financials for FY 2023-24 and FY 2024-25 with limited review report by an independent firm of Chartered Accountants Actuarial.
Consequent to IRDAI notification dated March 30, 2026, on the implementation of IND AS with effect from April 1, 2026, the Company has reassessed its progress on the system readiness for IND AS implementation along with the project timelines. Based on the complexity of the project and its implementation timelines, the Company has sought forbearance from IRDAI for implementation from April 1, 2027.
30. Legal Update
There are no significant and material orders passed by the regulators, courts or tribunals that impacted the going concern status of the Company, or which can potentially impact the Companys future operations.
31. Material changes and commitments affecting the financial position
There have been no material changes and commitments, affecting the financial position of your Company, which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of this report.
32. Secretarial Standards
The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
33. Maintenance of Cost Records
Being an Insurance Company, the Company is not required to maintain cost records.
34. Change in the nature of business
During the year, there has been no change in the nature of business of the Company.
35. Deposits
The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year under review and hence provisions of the Companies Act, 2013, relating to acceptance of public deposits are not applicable to the Company.
36. Loans, Guarantees or Investments
The provisions of Section 186 of the Companies Act, 2013 except sub-section (1) relating to loans, guarantees and investments are not applicable to the Company.
37. Employee Stock Option Schemes
Your Company has implemented various Employee Stock Option Schemes (ESOP) and Performance Restricted Stock Unit (PRSU) to attract, retain and incentivise talent.
These Schemes are designed to enable broader participation across various levels of the organisation and to extend stock-based incentives beyond senior management, based on defined performance criteria. The Schemes aim to foster a performance-oriented culture and align employee interests with the Companys long-term objectives and shareholder value creation.
Further, these schemes are also designed to enablebroaderparticipationacrossvariouslevels of the organisation (including its subsidiaries) There has been no material variation in the terms of the options granted under any of the ESOP/ PRSU Schemes and all the Schemes are in compliance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations").
The annual certificate on compliance with SBEB Regulations, issued by the Secretarial Auditors of the Company is being made available for inspection at the forthcoming AGM.
During the year, there were no instances of loan granted by the Company to its employees for purchasing/ subscribing its shares.
The statutory disclosures as mandated under the SBEB Regulations, have been hosted on the website of the Company at https://www.hdfclife. com/about-us/Investor-Relations.
Details of options granted during the financial year are as under:
| Scheme Name | ESOS 2019 | ESOS 2022 | ESOS 2025 | PRSU 2025 | ||
| Grant Date | 10/11/2025 | 17/04/2025 | 10/11/2025 | 08/03/2026 | 10/11/2025 | 10/11/2025 |
| Options/units granted | 149,000 | 725,291 | 51,500 | 10,000 | 1,303,811 | 704,011 |
| Options/units vested | Nil | Nil | Nil | Nil | Nil | Nil |
| Options/units exercised | Nil | Nil | Nil | Nil | Nil | Nil |
| The total number of shares arising as a result of exercise of options/units | Nil | Nil | Nil | Nil | Nil | Nil |
| Options/units lapsed | Nil | Nil | Nil | Nil | Nil | 1,895 |
| The exercise price per option/unit | Rs. 749.25 | Rs. 716.05 | Rs. 749.25 | Rs. 668.55 | Rs. 749.25 | Rs. 10 |
| Variation of terms of options/units | NA | NA | NA | NA | NA | NA |
| Money realized by exercise of options/units | Nil | Nil | Nil | Nil | Nil | Nil |
| Total number of options/units in force | 149,000 | 725,291 | 51,500 | 10,000 | 1,303,811 | 702,152 |
12 Employee wise details of options granted to: A. Key Managerial Personnel (KMP)
| Name | No. of options granted |
| Ms Vibha Padalkar, Managing Director & Chief Executive Officer | 175,563 |
| Mr Niraj Shah, Executive Director & Chief Financial Officer | 90,686 |
| Mr Vineet Arora, Executive Director & Chief Business Officer | 90,855 |
| Mr Nagesh Pai, Company Secretary & Compliance Officer | 6,063* |
* Performance Restricted Stock Units
B. Any other employee who receives a grant of options in any one year of options amounting to five percent or more of options granted during that year.
| Name | No. of options granted |
| Mr Vivek Prakash, Chief Propreitary Officer | 118,000 |
C. Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant Nil
38. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has instituted an Apex Committee and four Zonal Internal Committees (ICs) for redressal and timely management of sexual harassment complaints. The central Apex Committee is chaired by a senior woman leader of the Company. The Committee also has four external senior representative members who are subject matter experts. All zonal ICs have minimum of 50% women representatives and their functioning is overseen by the central Apex Committee. The Risk Management Committee of the Board is periodically updated on matters arising out of the Policy/Framework.
Prevention and Redressal of Sexual Harassment (PRSH) Policy and Awareness:
The Company upholds a zero tolerance approach to sexual harassment and is committed to maintaining a safe, dignified and inclusive workplace for all employees. The PRSH Policy is gender neutral and applicable to all individuals irrespective of gender identity, sexual orientation, employment status, or work arrangement, including remote and workfromhome settings.
During the year, the Company undertook several governance and awareness initiatives to strengthen prevention and compliance under the PRSH framework:
• A structured PRSH awareness campaign was deployed across the organization using creative informational mailers to strengthen employees understanding of what constitutes sexual harassment at the workplace and to reinforce expectations around acceptable workplace conduct.
• Based on an analysis of complaint trends over the past two years, targeted classroom sensitization sessions were conducted in identified high-risk (red-geography) locations to address specific awareness gaps and enhance behavioural understanding.
• All employees were encouraged to complete the mandatory PRSH training module hosted on the Companys digital learning platform (MLearn), supporting organization wide compliance and sensitization.
• Comprehensive playbooks designed for Internal Committee (IC) members and Business HR (BHR) teams has been circulated to facilitate better understanding and consistent application of procedures.
• Refresher training for all Internal Committee (IC) members was conducted to reinforce their understanding of statutory obligations, inquiry procedures, documentation standards and best practices for ensuring fair, unbiased and legally compliant investigations.
These initiatives underscore the Companys ongoing commitment to ensuring full compliance with the Prevention and Redressal of Sexual Harassment Act and upholding the highest standards of employee safety and workplace conduct.
Pursuant to the said Act, the details regarding number of complaints received, disposed and pending during the Financial Year 2025-26 are as follows:
| Particulars | Numbers |
| No. of complaints pending at the beginning of the financial year | 16 |
| No. of complaints received during the financial year | 60 |
| No. of complaints disposed during the financial year | 62 |
| No. of complaints pending as at the end of the financial year | 141 |
Note:
1The said complaints were resolved within defined TAT.
39. Framework on those charged with governance (TCWG)
Pursuant to the circular issued by National Financial Regulatory Authority Circular on January 7, 2026, your Company has put in place a framework to facilitate structured and effective two-way communication between the Statutory Auditors and TCWG. The framework has been duly approved by the Audit Committee and the Board.
40. Management Discussion and Analysis Report (MD&A) and Report on the Corporate Governance
Pursuant to Regulation 34 of the SEBI Listing Regulations, MD&A Report is presented in separate sections and forms part of this report.
41. Integrated Reporting & Business Responsibility and Sustainability Report
Your Company has prepared Integrated Annual Report for FY 2025-26.
The Report presents a comprehensive view of the Companys performance across financial and non financial dimensions, enabling stakeholders to gain a wellrounded perspective on the Companys longterm strategy and sustainable value creation.
In accordance with the SEBI Listing Regulations, the Company is glad to present to you its 3rd Business Responsibility and Sustainability Report for FY 2025-26.
42. Proceeding under Insolvency and Bankruptcy Code, 2016
The Company has not filed any application under the Insolvency and Bankruptcy Code, 2016 and no proceedings were pending against the Company during FY 2025-26.
43. Settlement with Banks/ Financial Institutions
The Company did not enter into one-time settlement with the banks or financial institutions during FY 2025-26. Accordingly, the disclosure is not applicable.
44. Directors Responsibility Statement
In accordance with the requirements of Section 134 of the Companies Act, 2013 the Board of Directors state that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures (if any); ii. Such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent, so as to give a true and fair view of the Companys state of affairs, as on March 31, 2026 and of the Companys profit for the year ended on that date; iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The annual accounts have been prepared on a going concern basis; v. Internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively; and vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
45. Appreciation and Acknowledgement
Your Directors place on records their gratitude for all the policyholders, shareholders, customers, distributors and business associates for reposing their trust and confidence in the Company. Your Directors would also take this opportunity to express their appreciation for dedicated efforts put in by the employees and for their untiring commitment; and the senior management for continuing success of the business in difficult times.
Your Directors further take this opportunity to record their gratitude towards HDFC Bank Limited, Promoter of the Company for their continued support and guidance and also to Insurance Regulatory and Development Authority of India (‘IRDAI), Securities and Exchange Board of India (‘SEBI), Ministry of Corporate Affairs (‘MCA), Reserve Bank of India (‘RBI), Pension Fund Regulatory and Development Authority (‘PFRDA), Life Insurance Council, Stock Exchanges, Depositories, Debenture Trustees and other governmental and regulatory authorities for their continued support and co-operation.
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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