ICICI Lombard General Insurance Company Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the Companys Twenty First Annual Report on business and operations along with the audited financial statements for the financial year ended March 31, 2021.

INDUSTRY OVERVIEW

The Gross Direct Premium Income ("GDPI") of the industry grew from Rs. 1,893.02 billion in FY2020 to Rs. 1,987.35 billion in FY2021, a growth of 5.2%. The Companys GDPI increased from ? 133.13 billion in FY2020 to Rs. 140.03 billion in FY2021, a growth of 5.2%. The Company led the private players (including standalone health insurers) in the general insurance sector with a market share of 14.3% and had an overall industry market share of 7.0%. The Company is the 4th largest player in the general insurance sector at March 31, 2021 (Source: IRDAI and GI Council Report).

FINANCIAL HIGHLIGHTS

The financial performance of the Company for FY2021 vis-a-vis FY2020 is summarised in the following table:

(Rs. billion)
Particulars FY2020 FY2021
Gross written premium 135.92 143.20
Earned premium 94.04 100.14
Income from Investments 18.47 21.96
Profit before tax 16.97 19.54
Profit after tax 11.94 14.73
EPS- Basic (Rs.) 26.27 32.41
EPS- Diluted (Rs.) 26.19 32.27

APPROPRIATIONS

The profit after tax for the year ended March 31, 2021 is Rs. 14.73 billion. The profit available for appropriation is Rs. 55.18 billion after taking into account the balance of profit of ? 40.45 billion brought forward from the previous year.

The Insurance Regulatory and Development Authority of India ("IRDAI") had vide its circular dated April 24, 2020 urged insurers to take a conscious call to refrain from dividend pay-outs from profits pertaining to the financial year ending March 31, 2020, till further instructions. Consequently, the Board after due consideration of IRDAI circular dated April 24, 2020 did not propose any final dividend for the financial year ended March 31, 2020.

Further, IRDAI vide its circular dated February 25, 2021 had withdrawn the applicability of aforesaid circular dated April 24, 2020 with immediate effect and requested insurer to take conscious call in the matter of declaring dividends for FY2021 considering the capital, solvency and liquidity positions of the Company.

In view of IRDAI circular dated February 25, 2021, the Company had declared and paid ? 4.00 per equity share as an interim dividend for FY2021 aggregating to ? 1.82 billion.

The Board of Directors of the Company at their meeting held on April 17, 2021 had recommended a final dividend of Rs. 4.00 per equity share for FY2021 to the Members of the Company for their approval.

SCHEME OF ARRANGEMENT WITH BHARTI AXA GENERAL INSURANCE COMPANY LIMITED

The Board of Directors of the Company at their meeting held on August 21, 2020 had approved the scheme of arrangement amongst Bharti AXA General Insurance Company Limited ("Bharti AXA") and the Company and their respective shareholders and creditors ("the Scheme"). The Scheme provides, inter alia for the demerger of the general insurance business of Bharti AXA into the Company as a going concern with effect from the Appointed date i.e. April 1, 2020 and as consideration for the demerger, the Company will issue 35,756,194 equity shares of the Company to the shareholders of the Bharti AXA as on record date i.e. August 21, 2020, once the Scheme becomes effective.

The Scheme is subject to, inter alia, applicable statutory and regulatory approvals including from IRDAI, Competition Commission of India, Stock Exchanges, Securities and Exchange Board of India ("SEBI"), members of the companies involved in the Scheme and Mumbai Bench of Honble National Company Law Tribunal ("NCLT") and will take effect once the final approval is received from IRDAI in accordance with the Insurance Act, 1938 read with the Insurance Regulatory and Development Authority (Scheme of Amalgamation and Transfer of General Insurance Business) Regulations, 2011.

During the year, the Company has received approval from (a) Competition Commission of India; (b) an inprinciple approval from IRDAI under Section 35 to 37 of the Insurance Act, 1938 read with Insurance Regulatory and Development Authority (Scheme of Amalgamation and Transfer of General Insurance Business) Regulations, 2011; (c) Observation letters issued by BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), enabling the Company to file the draft Scheme with NCLT. Further, NCLT vide its order dated December 18, 2020 had, inter alia directed the Company to convene the meeting of its equity shareholders to consider and approve the Scheme. The equity shareholders of the Company at its meeting held on February 23, 2021 had approved the Scheme.

Subsequently, the Company and Bharti AXA had filed an application under Sections 230-232 and other applicable provisions of the Companies Act, 2013 ("the Act") before the NCLT for sanctioning of the Scheme. NCLT vide its order dated May 13, 2021 had sanctioned the Scheme. Pursuant to the provisions of Regulation 8 of Insurance Regulatory and Development Authority (Scheme of Amalgamation and Transfer of General Insurance Business) Regulations, 2011, the Scheme is also required to be approved by IRDAI and will be effective from the date specified by IRDAI in its final approval. The final approval of IRDAI is awaited as on the date of this Report.

SECRETARIAL STANDARDS

During FY2021, the Company is in compliance with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board, Committees and General Meetings. The same has also been confirmed by the Secretarial Auditor of the Company. The Company has also devised necessary systems to ensure compliance with the provisions.

SHARE CAPITAL

The issued and paid-up equity share capital of the Company as on March 31, 2021 is ? 4.54 billion. The net worth of the Company increased from ? 61.34 billion at March 31, 2020 to ? 74.35 billion at March 31, 2021. The solvency position of the Company at March 31, 2021 was 2.90 times as against minimum of 1.50 times prescribed by IRDAI.

NON-CONVERTIBLE DEBENTURES

As at March 31, 2021, the Companys outstanding NonConvertible Debentures (NCDs) stood at ? 4.85 billion consisting of 4,850 Unsecured, Subordinated, Fully Paid- up, Listed, Redeemable, Non-convertible Debentures of the face value of ? 1,000,000 each, with an interest rate of 8.25% per annum. The NCDs are listed on the wholesale debt market segment of BSE and NSE.

The Company has been regular in its payment obligations towards NCDs.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186(4) of 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 is proposed to be utilized by the recipient of the loan or guarantee or security is not applicable to the Company.

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company as at March 31, 2021 consist of eleven (11) Directors, out of which six (6) are Nonexecutive, Independent Directors, two (2) are Nonexecutive, Non-independent Directors and remaining three (3) are Whole-time Directors including Managing Director & Chief Executive Officer. Lalita D. Gupte is a Non-executive, Chairperson of the Company.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act. Further, all the Directors of the Company have confirmed that they fulfill the criteria of ‘fit and proper as laid down under Guidelines for Corporate Governance for insurers in India issued by IRDAI ("IRDAI CG Guidelines").

Re-appointment of Board of Directors during the year are as follows:

Name of Director Appointment / Resignation With effect from
Sanjeev Mantri* Re-appointment May 2, 2020
Alok Kumar Agarwal5 Re-appointment January 19, 2021

* Sanjeev Mantri (DIN: 07192264) was re-appointed as a Whole-time Director, designated as Executive Director- Retail of the Company for a period of five (5) years upto May 1, 2025.

$ Alok Kumar Agarwal (DIN: 03434304) was reappointed as a Whole-time Director, designated as Executive Director-Wholesale of the Company for a period of five (5) years or till the date of his retirement, whichever is earlier.

Further, the Board of Directors at their meeting held on January 19, 2021, approved re-appointment of following Non-executive, Independent Directors of the Company:

Name of Director Appointment / Resignation With effect from
Uday Chitale1 Re-appointment April 19, 2021
Suresh Kumar2 Re-appointment June 1,2021
Ved Prakash Chaturvedi3 Re-appointment July 13, 2021

 

1 Re-appointment of Uday Chitale (DIN: 00494479) as Non-executive, Independent Director of the Company for a second term of 5 (five) consecutive years upto April 18, 2026.

 

2 Re-appointment of Suresh Kumar (DIN: 00494479) as Non-executive, Independent Director of the Company for a second term of 5 (five) consecutive years upto May 31, 2026.

 

3 Re-appointment of Ved Prakash Chaturvedi (DIN: 00030839) as Non-executive, Independent Director of the Company for a second term of 5 (five) consecutive years upto July 12, 2026.

The aforesaid re-appointments were subsequently approved by the Members of the Company on April 9, 2021 by special resolution passed through Postal Ballot.

In the opinion of the Board, Uday Chitale, Suresh Kumar and Ved Prakash Chaturvedi has necessary integrity, expertise and experience (including proficiency) required for re-appointment as an Independent Director of the Company.

The Members of the Company approved appointment of Murali Sivaraman (DIN: 01461231) as a Non-executive, Independent Director for a period of five (5) consecutive years with effect from January 17, 2020 upto January 16, 2025 in 20th Annual General Meeting ("AGM") held on August 13, 2020.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel ("KMP") of the Company as on March 31, 2021 are as below:

1.Bhargav Dasgupta Managing Director & CEO
2.Alok Kumar Agarwal Whole-time Director designated as Executive Director - Wholesale
3.Sanjeev Mantri Whole-time Director designated as Executive Director - Retail
4.Gopal Balachandran Chief Financial Officer & Chief Risk Officer
5.Vikas Mehra Company Secretary

In accordance with IRDAI CG Guidelines, the Company has following Key Management Persons other than afore-mentioned KMPs:

1.Girish Nayak Chief - Service, Operations and Technology
2.Sanjay Datta Chief - Underwriting, Reinsurance and Claims
3.Lokanath Kar Chief - Legal & Compliance Officer
4.Jerry Jose Head - Human Resources
5.Vinod Mahajan Chief - Investment Officer
6.Prasun Sarkar Appointed Actuary

Common Directorships

Section 48A of the Insurance Act, 1938, necessitates an approval of IRDAI for continuation of common directorships between insurance companies and insurance agent or insurance intermediaries. In view of the same, the Company has four Directors falling within the criteria of Common Directorship viz. Uday Chitale, Ashvin Parekh, Sandeep Batra and Vishakha Mulye.

Pursuant to the aforesaid provisions, the Company has made an application to IRDAI seeking continuation of directorships of Uday Chitale (due to his re-appointment for a second term of five (5) consecutive years as Nonexecutive, Independent Director of the Company) having common directorship with ICICI Bank Limited (being corporate agent of the Company). The approval from IRDAI is awaited. The Company had already received approval from IRDAI for continuation of appointment of Ashvin Parekh as common Director on the Board of ICICI Securities Limited and for Sandeep Batra and Vishakha Mulye as common Directors on the Board of ICICI Bank Limited.

Independent Directors

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) & (7) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). All the Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Employees Code of Conduct.

Retirement by rotation

In terms of Section 152 of the Act, Vishakha Mulye, Nonexecutive, Non-independent Director (DIN: 00203578) would retire by rotation at the forthcoming AGM and being eligible for re-appointment, she has offered herself for re-appointment. A resolution seeking Members approval for her re-appointment forms part of the AGM Notice.

Performance Evaluation of Directors, Chairperson, Board and its Committees

Pursuant to the provisions of the Act, IRDAI CG Guidelines and Listing Regulations, an annual performance evaluation had been carried out of Board as a whole and that of its Committees and of its individual Directors both Executive and Non-executive including Independent Directors and of its Chairperson. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Criteria for appointment of Director and Key Managerial Personnel

The Company has Board approved criteria for appointment of a Director, Key Managerial Personnel and Officials who may be appointed in senior management ("Criteria for appointment of senior management personnel") in compliance with the requirements prescribed. The Criteria for appointment of senior management personnel is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default source/policies-of-the-company/criteria-for-appointment-of-a-director-key-managerial-personnel-and-officials- who-may-be-appointed-in-senior-management.pdf

The Company has also in place the Policy on appointment and compensation of employees and framework for remuneration to Non-executive Directors of the Company and the same is available on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default source/shareholding-pattern/remuneration-policy-of-icici- lombard.pdf

Deposits

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

AUDITORS

Statutory Auditors

IRDAI vide its circular dated May 18, 2016, had issued Corporate Governance Guidelines wherein criteria for appointment of statutory auditors of insurance companies were prescribed which are aligned with the provisions of the Act.

The Members of the Company at its Eighteenth AGM held on July 12, 2018 had approved re-appointment of Chaturvedi & Co., Chartered Accountants, as the Joint Statutory Auditors of the Company for a second term of five (5) years till the conclusion of Twenty-third AGM. The Members of the Company at the same AGM also approved re-appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants as the Joint Statutory Auditors of the Company till conclusion of twenty-first AGM i.e. for a balance three (3) years out of first term of five (5) years.

Their appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on July 12, 2018. Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification by the Members for the appointment of the Statutory Auditors has been withdrawn. In view of the above, ratification by the Members for continuance of their appointment at this AGM is not being sought.

The present term of office of PKF Sridhar & Santhanam

LLP, Chartered Accountants, one of Joint Statutory Auditors of the Company, expires at the conclusion of this AGM, however they are eligible for re-appointment. The re-appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants, as approved by the Board of Directors of the Company based on the recommendation of the Audit Committee is proposed for a second term of five (5) consecutive years i.e. from the conclusion of the Twenty First AGM upto the conclusion of the Twenty Sixth AGM.

PKF Sridhar & Santhanam LLP, Chartered Accountants, have confirmed their eligibility under Section 141 of the Act and the rules framed thereunder and IRDAI CG Guidelines, for re-appointment as one of the Joint Statutory Auditors of the Company. A resolution seeking Members approval for their re-appointment as one of the Joint Statutory Auditors of the Company, forms part of the AGM Notice. Also a resolution seeking approval of the Members for the remuneration proposed to be paid for FY2022, to the Joint Statutory Auditors of the Company, forms part of the AGM Notice.

Chaturvedi & Co., Chartered Accountants, have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Joint Statutory Auditors of the Company.

The remuneration payable to the Joint Statutory Auditors for FY2021, has been determined by the Board of Directors of the Company in their meeting held on May 2, 2020, based on the recommendation of the Audit Committee of the Company. During FY2021, the Company has paid ? 10.7 million each plus reimbursement of all out-of-pocket expenses and applicable tax(es) thereon to the Joint Statutory Auditors of the Company, for statutory audit including issuance of report on Corporate Governance and Internal control over financial reporting. The Company has also paid tax audit fees of ? 1.5 million to PKF Sridhar & Santhanam LLP for FY2021.

The Board of Directors of the Company in their meeting held on August 21, 2020, based on the recommendation of Audit Committee have approved availing of additional services in the form of certifications from Joint Statutory Auditors of the Company. Further, the Board of Directors based on the recommendation of Audit Committee on February 9, 2021 have approved availing of additional services from Joint Statutory Auditors of the Company for the purpose of audit of financial statements for FY2021 of Demerged Undertaking as defined in the Scheme (upon the Scheme becoming effective) at a remuneration of ? 3.5 million each plus reimbursement of all out-of pocket expenses and applicable tax(es) thereon.

The details of other fees paid to Joint Statutory Auditors of the Company are disclosed under Note No. 5.2.23 of the Notes to Financial Statements for FY2021.

Statutory Auditors Report

There is no qualification, reservation, adverse remark or disclaimer made by the Joint Statutory Auditors in their report.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Listing Regulations, the Company had appointed Dholakia & Associates LLP, a firm of practising company secretaries, to conduct the secretarial audit of the Company for FY2021. The Secretarial Audit Report forms part of this report as Annexure A. There are no qualifications, reservation or adverse remark or disclaimer made by the secretarial auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

Reporting of Frauds by Auditors

During the year under review, there were no instances of fraud reported by the statutory auditors and secretarial auditor under Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company.

Maintenance of Cost Records

Being an Insurance Company, the Company is not required to maintain cost records as specified by the central government under Section 148(1) of the Act.

Particulars of Employees

The statement containing particulars of employees as required under Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as Annexure B.

The statement containing particulars of employees as required under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. Pursuant to the provisions of Section 136 of the Act, the Directors Report is being sent to the Members of the Company excluding the aforesaid statement. Any Member interested in obtaining a copy of the statement may write to the Company Secretary at the registered office of the Company.

RELATED PARTY TRANSACTIONS

The Company undertakes various transactions with related parties in the ordinary course of business pursuant to the Policy on Related Party Transactions approved by the Board of Directors of the Company.

The transactions entered into by the Company with related parties during FY2021, were in the ordinary course of business and on an arms length basis as defined under the Act. The details of related party transactions are disclosed under Note No. 5.2.12 of the Notes to Financial Statements for FY2021.

All related party transactions are placed before the Audit Committee on a quarterly basis. The Policy on dealing with related party transactions has been hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default- source/policies-of-the-company/policy-on-related-party- transactions.pdf

Particulars of Contracts or Arrangements with Related Parties

All the transactions with related parties were in the ordinary course of business and on arms length basis and there were no material contracts or arrangement or transactions entered with related parties during FY2021 and accordingly disclosure in Form AOC-2 [pursuant to clause (h) of sub-section (3) of Section 134 of Act and Rule 8(2) of the Companies (Accounts) Rules, 2014] is not applicable.

The above disclosure on material transactions are based on the threshold of ten percent of turnover, as defined in the Policy on Related Party Transaction of the Company. Related party transactions are benchmarked for arms length & approved by the Audit Committee. Joint Statutory Auditors have issued an unmodified opinion on the Financial Statements which includes therein related party transactions and related disclosures and the same have also been approved by the Audit Committee.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2021 has been hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default- source/financial-information/anualreportfy2021.pdf

RISK MANAGEMENT FRAMEWORK

A statement indicating development and implementation of Risk Management Framework including identification therein of elements of risk, if any, which may pose significant risk to the Company forms part of this Annual Report.

UPDATE ON COVID-19

The Company has provided details of Business Continuity Plan and the Crisis Management Strategy of the Company along with assessment of various risks arising out of the COVID-19 pandemic and the corresponding measures to manage the same in this Annual Report.

DISCLOSURES AS PER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a Guidelines against Sexual Harassment at workplace and a formal process for dealing with complaints of harassment or discrimination. The said Guidelines is in line with relevant Act passed by Parliament in 2013. The Company through its Guidelines ensures that all such complaints are resolved within defined timelines.

Details of complaints are as follows:

Sr. No. Particulars No.
a. Number of complaints pending as on April 1,2020 0
b. Number of complaints filed during the financial year 2
c. Number of complaints disposed of during the financial year 2
d. Number of complaints pending as on March 31,2021 0

The Company is in compliance with the provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RURAL AND SOCIAL RESPONSIBILITY

As per the IRDAI (Obligations of Insurers to Rural and Social Sectors) Regulations, 2015, the Company has issued 3,354,542 policies in rural areas and covered 4,798,812 lives falling within the norms of social responsibility. The Company has complied with the obligations laid down by IRDAI.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The operations have resulted in a profit after tax of ? 14.73 billion for the current year as compared to a profit after tax of ? 11.94 billion for the previous year.

IRDAI vide its circular dated April 24, 2020 stipulated that, in view of the emerging market conditions and to conserve capital with the insurance companies in the interest of Policyholders and of the economy at large, has urged insurers to refrain from dividend pay-out from profits pertaining to the financial year ended March 31, 2020 till further instructions.

Further, IRDAI vide its circular dated February 25, 2021 had withdrawn the applicability of aforesaid circular dated April 24, 2020 with immediate effect and requested insurer to take cautious call in the matter of declaring dividends for FY2021 considering the Companys capital, solvency and liquidity positions.

In view of the aforesaid IRDAI Circular dated February 25, 2021 and considering the stable capital, solvency and liquidity positions of the Company, the Board of Directors of the Company declared and paid an interim dividend of ? 4.00 per equity share for FY2021 as against an interim dividend declared and paid of ? 3.50 per equity share for FY2020.

The Board of Directors of the Company at their meeting held on April 17, 2021 had recommended a final dividend of ? 4.00 per equity share for FY2021 to the Members for their approval.

In terms of Regulation 43A of Listing Regulations, the Dividend Distribution Policy of the Company has been hosted on website of the Company and can be viewed at https://www.icicilombard.com/docs/default- source/policies-of-the-company/dividend-distribution- policy.pdf

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 124 & 125 of the Act read with the Investor Education and Protection Fund (Accounting,

Audit, Transfer and Refund) Rules, 2016, there were no amounts eligible to be transferred to the Investor Education and Protection Fund. Accordingly, the Company was not required to transfer any unpaid / unclaimed dividend amount to the Investor Education and Protection Fund in FY2021.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility ("CSR") Committee in accordance with the provisions of the Act. The CSR Committee was constituted comprising of Members of the Board of Directors of the Company. The Committee presently consists of four (4) Directors with majority being Nonexecutive, Independent Directors. The CSR Policy of the Company and initiatives taken by the Company on CSR during the year are in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. The Annual Report on CSR Activities of the Company for FY2021 along with the summary of impact assessment reports is given in Annexure C to this report.

CREDIT RATING

During the year, the Company has maintained credit rating of "ICRA AAA/Stable" by ICRA Limited and "CRISIL AAA/Stable" by Crisil Limited for Subordinate Debt raised by the Company. This is the highest rating regarding safety and timely servicing of financial obligations.

Further during the year, SEBI vide its circular amended SEBI (Credit Rating Agencies) Regulations, 1999, which stated that a credit rating agency cannot offer claims paying ability rating services. In view of the same, ICRA Limited has withdrawn the "iAAA" rating assigned to the claims paying ability of the Company.

BUSINESS RESPONSIBILITY REPORT

In accordance with the Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report (BRR) has been hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default- source/esg/business-responsibility-reporting-2021.pdf Any Member interested in obtaining a copy of the BRR may write to the Company Secretary at the registered office of the Company.

INTEGRATED REPORT AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

SEBI vide its Circular dated February 6, 2017 had recommended the top 500 listed entities to voluntarily adopt Integrated Report as per principles prescribed by the International Integrated Reporting Council.

The Company has voluntarily adopted the principles and has prepared its third Integrated Report for FY2021 which forms part of this Annual Report.

The Company as a responsible corporate citizen, is committed to environmental sustainability. The Company has adopted a Policy on Environment Management. The same has been hosted on the website of the Company and can be viewed at

https://www.icicilombard.com/docs/default- source/policies-of-the-company/policy-on-environment- management.pdf

Further, the Company has hosted its Environmental, Social and Governance Report ("ESG Report") for FY2021 on its website and can be viewed at https://www.icicilombard.com/docs/default- source/esg/se-intimation-esg-report-2021.pdf

INVESTOR RELATIONS

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors. It believes in adopting the emerging best practices in Investor Relations and building a relationship of mutual understanding with investor/analysts.

The Managing Director & CEO, Executive Directors, Chief Financial Officer & Chief Risk Officer and other Senior Management members of the Company participate in structured conference calls and periodic investor/analyst interactions including one-on-one meeting, investor conferences and quarterly earning calls. The Company conducted 220 meetings through digital mode with Indian and overseas investors and analysts (excluding quarterly earnings calls) during the financial year.

The Company ensures that financial information of the Company is available to all the stakeholders by uploading it on the Companys website. The financial information includes Financial Statements, Press Releases, Investor Presentations, Earning call transcripts and Annual Report, etc.

MATERIAL EVENTS OCCURRED AFTER BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company to which the balance sheet relates and the date of this report.