ICICI Lombard General Insurance Company Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the Twenty-Fifth Integrated Annual Report of ICICI Lombard General Insurance Company Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31, 2025.

Business and opeRations

Industry in Fy2025

During the recent time, the insurance industry has undergone various reforms which aims towards improving sectors efficiency, transparency and inclusivity. The Regulator issued various changes that are favourable for the industry and focused towards increasing penetration, facilitating ease of doing business and ensuring ‘Insurance for all by 2047.

The non-life insurance industry reported Gross Direct Premium Income ("GDPI") of 3,076.59 billion in FY2025 and has delivered 17 Year Compound Annual Growth Rate ("CAGR") – GDPI (FY2008 to FY2025) of 14.8%. During FY2025, the growth in the Motor segment slowed down due to muted vehicle sales and continued pricing pressure. Further, Health segment continued to be the largest contributor to the general insurance industry product mix, followed by Motor segment. The Commercial lines segment also experienced muted growth during the year, on account of pricing pressure in the Fire segment. [Source: Insurance Regulatory and Development Authority of India ("IRDAI") and General Insurance Council].

The non-life insurance industry delivered a GDPI growth of 6.2% for FY2025 as against growth of 12.8% for FY2024 (Excluding the impact of 1/n accounting norm, the GDPI grew by 8.6% for FY2025). The growth has been lower resulting from muted economic activity and due to introduction of 1/n accounting norm for long term insurance products. The Combined ratio for the industry had increased to 113.2% for 9M FY2025 as against 112.2% for 9M FY2024 [Source: IRDAI, General Insurance Council and Public Disclosure].

Theoverallmarketshareofprivateplayersdecreased from 53.5% in FY2024 to 52.9% in FY2025 [Source: IRDAI and General Insurance Council].

Company in Fy2025

The Company, in FY2024, embarked its journey towards establishing "One IL One Team" which aimed at being a cohesive organisation where all the diverse teams work together as one to achieve organisational goals thereby harnessing market growth opportunities in a profitable manner. During FY2025, with strategic shift to "One IL One Team", the Company continued to strengthen its commitment to the highest levels of quality, superior customer experience, best-in-class service management, robust information security and privacy practices.

The Company remained focused on leveraging multi-product, multi-distribution strategy and aimed to achieve profitable growth by harnessing data effectively, embracing digital advancements and introducing new products. The Company continued its journey of driving profitable growth through robust and prudent underwriting practices, generation of cash flows through strong retention of premium and judicious investments of the proceeds coupled with customer centric approach.

The Company after transitioning to cloud, continued to make significant investments on modernization of the technology platforms. Further, Project Orion, business transformation project of the Company, has entailed three pivotal pillars of reimagining processes with a digital-first approach, modernizing technology by shifting away from legacy systems, and enhancing stakeholder experience through superior engagement models.

The core transformation journey was initiated with ‘Health business and progressively extended to other lines of business.

Further, the Company consistently embraces advanced technologies to enhance the customer experience at every step, from onboarding to claims settlement. In FY2025, the Company had issued 37.6 million policies and processed 3.2 million claims whereas in FY2024, the Company had issued 36.2 million policies and processed 2.9 million claims.

During FY2025, on "1/n basis" the Company had registered a growth in GDPI of 8.3% as against industry growth of 6.2%. On n basis the Companys GDPI grew by 11.0% for FY2025 as against the industry growth of 8.6%. Excluding Crop and Mass Health segments, GDPI growth of the Company stood at 7.7% for FY2025. The Companys focus opportunities has ondrivingprofitable resulted in improvement in the Combined Ratio from 103.3% in FY2024 to 102.8% in FY2025.

The customer-centric approach and efforts towards driving profitable growth, have aided the Company in delivering consistent performance and maintained top rank amongst the 28 private sector non-life insurers in the industry (including standalone health insurers ["SAHI"]). The market share of the Company is 13.3% (GDPI basis) among private sector non-life insurers in India including

SAHI, while the overall market share of the Company is 8.7% (GDPI basis) among all non-life insurers in India.

FINANCIAL RESULTS - OVERVIEW

The financial performance for FY2025 vis a-vis

FY2024 is summarised in the following table:

( in billion)

	Fy2024	Fy2025	% Change
Gross Written Premium	255.94	282.58	10.4%
Net Written Premium	181.66	207.61	14.3%
Net Earned premium	168.66	198.00	17.4%
Net Claims Incurred	119.39	139.87	17.2%
Income from Investments*	36.14	42.50	17.6%
Profit before tax	25.55	33.21	30.0%
Profit after tax	19.19	25.08	30.7%
EPS- Basic ( )	39.03	50.74	30.0%
EPS- Diluted ( )	38.78	50.25	29.6%
Net Worth	119.60	143.03	19.6%
Investment Assets	489.07	535.08	9.4%
Book Value Per Share ( )	242.75	288.53	18.9%

*In accordance with IRDAI (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024, previous period figure has been regrouped/ reclassified

With effect from October 1, 2024, Long-term products are accounted on 1/n basis, as mandated by IRDAI. Hence, FY2025 and FY2024, numbers are not comparable with prior periods or prior years.

Solvency

IRDAI requires insurance companies to maintain a minimum solvency of 1.5 times which is calculated in a manner as specified in the IRDAI (Actuarial, Finance and Investment Functions of Insurers) Regulations 2024, as amended from time to time. As at March 31, 2025, the financial position of the

Company remained strong with a solvency ratio of 2.69 times. The solvency ratio of the Company as at March 31, 2024 was 2.62 times.

KEY REGULATORY CHANGES HAVING IMPACT ON FINANCIAL STATEMENT A. CHANGE IN ACCOUNTING NORM FOR PREMIUM ON LONG TERM POLICIES

During the financial year ended March 31, 2025,

IRDAI / the Regulator had revised premium recognition for a Long-Term policy with effect from October 1, 2024. The Gross Written Premium reported for any Financial Year shall be the total Gross Written Premium due for the Long-Term Policy multiplied by ‘1/n, where ‘n is the Policy Duration. Any excess amount collected shall be treated as "Premium Deposit" or Advance Premium." This approach ensures that premium income is allocated more evenly over the policy period.

In case of motor insurance policies for new cars and new two wheelers (third party liability coverage) issued on or after September 1, 2018, premium received is recognised equally over the policy period at the commencement of risk on 1/n basis where "n" denotes the policy duration. Hence, there was no impact on said line of business in the FY 2025. However, the premiums recognition under long-term health and other lines of business underwent changes basis regulatory changes in current FY 2025, therefore there was impact on the growth of health and other lines of business for the general insurance industry.

The impact of this regulatory change on financial numbers is detailed out in the investor presentation for FY2025 which is hosted on the website of the Company and can be viewed at https://www. icicilombard.com/investor-relations

b. Computation of Solvency

During the year under review, the Regulator had issued IRDAI (Actuarial, Finance and Investment Functions of Insurers) Regulation, 2024 read with Master Circular thereon dated May 17, 2024, pursuant to which the solvency ratio of the Company was impacted by ~30 basis points upto Q3-FY2025. Subsequently on January 31, 2025, IRDAI had issued a clarification in methodology for computation of admissible assets for solvency calculation which resulted into improvement in solvency ratio for FY2025. The solvency ratio of the Company at March 31, 2025 was 2.69 times.

OUR REACH

During the year, the Company expanded its reach by opening 18 new branches across various locations and relocated 21 branches. The Company reaches its customers through 328 branches in 292 locations as on March 31, 2025. As on March 31, 2025, the Company had 15,123 employees and 140,736 individual agents including Point of Sales (POS) to cater to the needs of customers. The Companys diverse and comprehensive product portfolio is made available to the customers through wide distribution network consisting of agents, corporate agents, banks, brokers, and online channels.

CUSTOMER ENGAGEMENT

The Company strives to enhance its customer experience with a blend of innovative digital platforms and personalised service. To achieve this, the Company leverages Artificial Intelligence (AI), Machine Learning (ML), and Robotic Process Automation (RPA) to streamline operations and enhance claims processing. The Companys technology driven approach includes omni-channel claim registration via. bots, WhatsApp, SMS, email, mobile apps, and the Companys website. AI-powered solutions and virtual inspections further streamline processes, reducing delays while enhancing transparency, efficiency, and customer convenience.

To support the customers and to help them with seamless claim settlement, the Company has a toll-free contact number, email, and Standard

Operating Procedures (SOPs) for guiding customers on various insurance policies along with setting up a dedicated 24/7 help desk to guide customers for faster claims settlement process.

As a result, the average claims settlement time has improved to 5 days for the Motor Own Damage (OD) segment in FY2025 (from 6 days in FY2024), and to 3 days for the Health segment (from 5 days in FY2024). Additionally, 100% of customer grievances were resolved within 15 days.

The Claims Net Promoter Score (NPS) of the Company for Health and Motor segment has improved from 67 in FY2024 to 68 in FY2025.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

No material changes and commitments have occurred after the closure of FY2025 till the date of this Report, which would affect the financial position of the Company.

Dividend

The profit after tax for the financial year ended March 31, 2025 is 25.08 billion. The profit available for appropriation is 73.27 billion after taking into account the balance of profit of 48.19 brought forward from the previous year.

During the year under review, the Company paid 5.50 per equity share as an interim dividend for

FY2025 i.e. at the rate of 55.0% of face value of 10 each, aggregating to 2.72 billion. The Board of Directors of the Company, at their Meeting held on April 15, 2025, had recommended a final dividend of 7.0 per equity share i.e. at the rate of 70.0% of face value of 10 each for FY2025, to the Members of the Company for their approval. Dividend will be payable subject to approval of members at the ensuing Annual General Meeting ("AGM") and after deduction of tax at source to those Members whose names appear in the Register of Members as on the

Record date.

The dividend pay-out ratio for FY2025 is 24.6% as against 28.2% for FY2024.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has adopted the Dividend Distribution Policy, which is based on the profitability and key financial metrics, capital position and requirements and the regulations pertaining to payment of the Dividend. The Dividend Distribution Policy of the Company is 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.

The Company has declared dividend after considering criteria like solvency and liquidity position and profit available for distribution for FY2025 as prescribed under the Dividend Distribution Policy of the Company.

SHARE CAPITAL

The Authorised Share Capital of the Company as at March 31, 2025 is 5,500,000,000 comprising of 550,000,000 equity shares of face value of 10 each. The issued, subscribed and paid-up share capital of the Company as at March 31, 2025 is 4,957,264,770 comprising of 495,726,477 equity shares of face value of 10 each.

During the year under review, the Company has allotted 3,041,182 equity shares pursuant to exercise of Stock Options by the eligible options holders under the ICICI Lombard-Employees Stock Option Scheme-2005 ("ESOS"). The equity shares allotted under ESOS ranks pari-passu with existing equity shares of the Company.

The Board of Directors of the Company, at their Meeting held on April 18, 2023, based on the recommendation of the Board Nomination and Remuneration Committee, approved and adopted

ICICI Lombard – Employees Stock Unit Scheme – 2023 ("Unit Scheme"), subject to the approval of the Members of the Company. Subsequently, Members of the Company at their AGM held on July 6, 2023, approved and adopted the Unit Scheme. During the year under review, no allotment was made under the Unit Scheme.

As on April 1, 2024, the Company has not issued any equity shares with differentialvotingrightsorsweatequityshares during the year under review.

REDEMPTION OF NON-CONVERTIBLE DEBENTURES

As on April 1st, 2024, the Company had outstanding Debentures of 0.35 billion comprising of 10.5%, 350 unsecured, subordinated, fully paid-up, listed, redeemable, non-convertible debentures having a face value of 1,000,000 each ("the Debentures") listed on the wholesale debt market segment of the National Stock Exchange of India Limited. The Company had exercised the call option for redemption of the Debentures on April 1, 2024, in accordance with the terms and conditions as set out in the Information Memorandum, and accordingly sent notices to the Debenture Holder and the Debenture Trustee on the same date. The Debentures were subsequently redeemed on April 30, 2024 (being the Call Option Date), by way of payment of principal and final interest due thereon.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 ("the Act"), requires disclosure in the financialstatements of the full particulars of the loans given, investment made or guarantee given or security provided including the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security. The said provisions are not applicable to the Company, being an insurance company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS M I PACTING 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.

BOARD OF DIRECTORS

The Company believes that a strong, independent and diverse Board leadership is fundamental to the effective implementation of corporate governance. A well-structured and competent Board enhances decision making, promotes accountability, and ensures sustainable business growth. The significance of Board diversity is recognised by various statutes/regulations i.e. the Insurance Act, 1938, IRDAI (Corporate Governance for Insurers) Regulations, 2024 ("IRDAI CG Regulations") read with Master Circular on Corporate Governance for insurers, 2024 ("Master circular on CG"), the Act and relevant rules made thereunder, SEBI Listing Regulations.

The composition of the Board complies with the applicable regulatory requirements and best corporate governance practices.

The Board of the Company is structured to maintain an optimal balance of executive and non-executive directors, fostering a structure that promotes independent oversight, and strategic decision making. As on March 31, 2025, the Board of the Company consists of total nine (9) Directors, out of which six (6) are Non-executive, Independent Directors, two (2) are Non-executive, Non-independent Directors and one (1) is Managing Director & CEO.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(1) or Section 164(2) of the Act. The Company has also obtained a certificate from Dholakia & Associates, Practicing Company Secretaries, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/ Ministry of Corporate Affairs ("MCA") or any such statutory authority. Further, all the Directors of the Company have confirmed that they fulfill the criteria of ‘fit and proper as laid down under IRDAI CG Regulations.

During the financial year ended March 31, 2025, following changes took place in composition of the Board of Directors of the Company:

Name of Director	Change	With effect from
Rakesh Jha1 (DIN:00042075)	Appointed as Chairperson of the Company	June 30, 2024
Preeti Reddy2 (DIN: 07248280)	Appointed as Non-executive,	April 17, 2024
3 Rajive Kumar (DIN: 06620110)	Independent Director Appointed as Non-executive, Independent Director	July 19, 2024
4 Re-appointed as Murali Sivaraman Non-executive, (DIN: 01461231)	January 17, 2025

In the opinion of the Board, Non-executive, Independent Director(s) appointed during the year possess high standards of integrity, expertise, experience and proficiency.

Notes:

1The Board of Directors of the Company, at their Meeting held on April 17, 2024, based on the recommendation of the Board Nomination and Remuneration Committee, have approved the appointment of Rakesh Jha, (DIN: 00042075), Non-executive, Non-independent Director as Chairperson of the Company with effect from June 30, 2024 or date of IRDAI approval, whichever is later. Subsequently, IRDAI, vide its communication dated May 14, 2024 had approved appointment of Rakesh Jha as Chairperson of the Company for a period of 5 years effective from June 30, 2024.

2The Board of Directors of the Company, at their Meeting held on April 17, 2024, based on the recommendation of the Board Nomination and Remuneration Committee, appointed Preeti Reddy (DIN: 07248280) as an Additional Director in the category of Non-executive, Independent Director of the Company for a period of five (5) consecutive years effective from April 17, 2024 to April 16, 2029. Subsequently, the Members of the Company at their AGM held on June 25, 2024, approved appointment of Preeti Reddy as Non-executive, Independent Director effective from April 17, 2024.

3The Board of Directors of the Company, at their Meeting held on July 19, 2024, based on the recommendation of the Board Nomination and Remuneration Committee, appointed Rajive Kumar (DIN: 06620110) as an Additional Director in the category of Non-executive, Independent Director of the Company for a period of five (5) consecutive years effective from July 19, 2024 to July 18, 2029. Subsequently, the Members of the Company, on September 8, 2024, passed a Special Resolution by way of Postal Ballot to approve appointment of Rajive Kumar as Non-executive, Independent Director effective from July 19, 2024.

4The Board of Directors of the Company, at their Meeting held on December 10, 2024, based on the recommendation of Board Nomination and Remuneration Committee, approved reappointment of Murali Sivaraman (DIN: 01461231) as a Non-executive, Independent Director of the

Company, for a second term of years, effective from January 17, 2025 to January 16, 2030, subject to requisite approval of Members. Subsequently, the Members of the Company, on January 12, 2025, passed a Special Resolution by way of Postal Ballot to approve re-appointment of Murali Sivaraman as Non-executive, Independent Director effective from January 17, 2025.

5Ashvin Parekh (DIN: 06559989), Non-executive, Independent Director of the Company completed his second term and consequently ceased to be a Non-executive, Independent Director of the Company with effect from the close of business hours on April 17, 2024.

6Lalita D. Gupte (DIN: 00043559), Chairperson, Non-executive, Independent Director of the Company had attained the age of 75 years on October 4, 2023. Pursuant to IRDAI (Remuneration of Non-Executive Directors of Insurers) Guidelines, 2023 ("Remuneration Guidelines"), the Company had sought an extension from IRDAI to continue as Chairperson of the Company for one more year with effect from the applicability of the Remuneration Guidelines. IRDAI vide its letter dated August 7, 2023, granted extension of time till June 29, 2024 to Lalita D. Gupte to continue as Chairperson of the Board and Non-executive, Independent Director of the Company. In accordance with the same, Lalita D. Gupte ceased to be the Chairperson, Non-executive, Independent Director of the Company from the close of business hours on June 29, 2024.

7As per the provisions prescribed by IRDAI, after attaining the age of 75 years, no person shall continue on the Board of the insurer. Uday Chitale (DIN: 00043268), Non-executive, Independent Director of the Company, attained the age of 75 years on October 20, 2024. Accordingly, Uday Chitale ceased to be Non-executive, Independent Director of the Company with effect from the close of business hours on October 20, 2024.

8Alok Kumar Agarwal (DIN: 03434304), Executive Director of the Company, tendered his resignation vide letter dated October 18, 2024, to pursue an external opportunity. Alok Kumar Agarwal officiated his responsibilities as Executive Director till the close of business hours on December 31, 2024.

The Board records its deepest appreciation for the(5)consecutive contribution by Ashvin Parekh, Lalita D. Gupte, Uday Chitale and Alok Kumar Agarwal during their tenure on the Board of the Company.

BOARD MEETINGS

During the year under review, Eight (8) Meetings of the Board of Directors were held. The intervening gap between meetings were not more than 120 days as required under the Act and SEBI Listing Regulations.

The details of the Meetings of the Board and its Committees held during FY2025 along with attendance of Directors/ Committee Members thereat, constitution of the Board including name, qualification, field of specialization/core skills / expertise / competence, Directorship(s) held, etc. and their terms of reference, are provided in the Corporate Governance Report, forming part of this Report.

COMMITTEES OF THE BOARD

As required under the Act, SEBI Listing Regulations, and IRDAI CG Regulations, the Board has constituted the following statutory committees:

1. Audit Committee;

2. Board Nomination and Remuneration Committee;

3. Risk Management Committee;

4. Investment Committee;

5. Policyholder Protection, Grievance Redressal and Claims Monitoring Committee;

6. Corporate Social Responsibility & Sustainability Committee;

7. Stakeholders Relationship Committee; and

8. Information Technology Strategy Committee.

During the year under review, the Company has dissolved the Strategy Committee with effect from October 21, 2024.

Details such as composition of the Committee(s), terms of reference, and Meetings held during the year under review for these Committee(s) are disclosed in the Corporate Governance Report, forming part of this Report.

Common Directorships

The Master Circular on CG issued by IRDAI lays down the Framework for appointment of common director under Section 48A of the Insurance Act, 1938. The appointment or continuation of common director representing insurance agent, intermediary or insurance intermediary on the board of insurance company shall be deemed to have been permitted by IRDAI, subject to certain conditions.

As at March 31, 2025, the Company has two (2) Directors, falling within the criteria of common Director prescribed under the Insurance Act, 1938 viz. Rakesh Jha and Sandeep Batra. Further during FY2025, no common director was appointed on the Board of the Company.

The Company is in compliance with the applicable provision of the Insurance Act, 1938 and Master circular on CG.

The Company would file the Annual Compliance Certificate on "Appointment of Common Directors" for the financial year ended March 31, 2025, as prescribed under the Master circular on CG, duly certified by the Managing Director & CEO, within the defined timelines.

Declaration of Independence

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 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations, as amended from time to time. All the Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the applicable provisions of the Employees Code of Conduct of the Company. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Company obtains a certificate from a Practicing Company Secretary on an annual basis, verifying the veracity of the declarations received from the Independent Directors of the Company. Based on the declarations and certificate of Practicing Company Secretary, the Board is of the opinion that all the Independent Directors of the Company fulfill the conditions Independent Director as specified in the Act and SEBI Listing Regulations and are independent of the Management.

Director e-KyC

Pursuant to the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Directors are required to submit e-Form DIR-3 KYC to the Central Government. In compliance with the said requirement, all Directors of the Company have duly submitted e-Form DIR-3 KYC or DIR-3 KYC-Web, as applicable, within the prescribed timelines.

Retirement By Rotation

In terms of provisions of Section 152 of the Act,

Rakesh Jha (DIN: 00042075) would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Rakesh Jha has offered himself for re-appointment. A resolution seeking Members approval for appointment of a Director in place of Rakesh Jha (DIN: 00042075) who retires by rotation and, being eligible, offers himself for reappointment, is forming part of the Twenty-Fifth AGM Notice. Rakesh Jha is not disqualified from being appointed as a Director under Section 164 of the Act.

The profile and particulars of experience, attributes and skills of Rakesh Jha along with details as required have been disclosed in the annexure to the Twenty-Fifth AGM Notice.

PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES, CHAIRPERSON AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act, SEBI Listing

Regulations and in accordance with Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, an annual performance evaluation had been carried out of the Board as a whole, its Committees, individual Directors both Executive and Non-executive including Independent Directors and Chairperson of the Board. The manner in which the evaluation has been carried out and outcome of evaluation, is explained in the Corporate Governance Report forming part of this Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the

Act, the Key Managerial Personnel (KMP) of the Company as on March 31, 2025, are as under:

1. Sanjeev Mantri, Managing Director & CEO

2. Gopal Balachandran, Chief Financial Officer

3. Vikas Mehra, Company Secretary

In accordance with the IRDAI CG Regulations read with IRDAI (Registration, Capital Structure,

Transfer of Shares and Amalgamation of Insurers)

Regulations, 2024, the Company has following Key Management Persons in addition to aforesaid KMPs:

1. Girish Nayak, Chief-Technology & Heath

Underwriting & Claims

2. Jerry Jose, Chief-Human Resources

3. Vinod Mahajan, Chief Investment Officer

4. Prasun Sarkar, Appointed Actuary and Chief Actuarial Officer

5. Sandeep Goradia, Chief Corporate Solutions Group, International & Bancassurance

6. Gaurav Arora, Chief Reinsurance, Underwriting

& Claims (Property & Casualty)

7. Girish Sehgal, Chief - Customer Experience,

Support and Operations*

8. Anand Singhi, Chief Retail & Government

9. Amit Kushwaha, Head-Legal & Chief Compliance Officer 10. Steve Dsouza, Chief Risk Officer#

* The Board of Directors of the Company, based on the recommendation of the Board Nomination and Remuneration Committee, approved appointment of Girish Sehgal, Chief - Customer Experience, Support and Operations, designated as Key Management Person ("KMP") and Senior Management Personnel ("SMP") of the Company, with effect from January 21, 2025. Pursuant to the Master circular on CG, the

Company had obtained "Fit and Proper declaration" from Girish Sehgal prior to his appointment.

# The Board of Directors of the Company, based on the recommendation of the Board Nomination and Remuneration Committee, approved appointment of Steve Dsouza as Key Management Person ("KMP") and Senior Management Personnel ("SMP") of the Company with effect from April 18, 2024.

In accordance with IRDAI CG Regulations, Gopal Balachandran holding two Key Management Person positions, namely, Chief Financial Officer and Chief Risk Officer, has ceased to be Chief Risk Officer of the Company, with effect from the close of business hours on April 17, 2024 and would continue to be Chief Financial Officer of the Company.

During the financial year ended March 31, 2025, Vasundhara Bhonsle, Chief-Customer Support and Operations, Key Management Person (KMP) and Senior Management Personnel (SMP) of the Company, tendered her resignation from the Company and officiated her responsibilities till the close of business hours on January 20, 2025.

FRAMEWORK FOR APPOINTMENT OF A DIRECTOR, KEY MANAGERIAL PERSONNEL, KEY MANAGEMENT PERSONS AND SENIOR MANAGEMENT

During the financial year ended March 31, 2025, the

Company had renamed the "Criteria for appointment of a Director, Key Managerial Personnel and who may be appointed in senior management" as "Framework for appointment of a Director, Key Managerial Personnel, Key Management Persons and Senior Management" ("the Framework") and amended the criteria for appointment of a Director, Key Managerial Personnel, Key Management Persons and Senior Management to align the same with the IRDAI CG Regulations and the Master circular on CG.

The Framework includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified Personnel, Key Management Persons and who may be appointed in the Senior Management in accordance with the criteria laid down.

The Framework 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 . coMpensation policy

The Company had renamed the "Policy on Appointment and Compensation of Employees and Framework for Remuneration to Non-Executive Directors" as "Compensation Policy" in order to reflect its comprehensive coverage related to compensation and benefits for Managing Director & CEO, other Whole-time Directors, Non-executive Directors, Key Management Person (KMP), Senior Management Personnel (SMP) and other employees.

The Compensation Policy lays down guidelines on fixingcompensation of employees including KMPs, Whole-time Directors and Non-executive

Directors of the Company. The philosophy of the Company on compensation and benefits is based on the ethos of meritocracy and fairness. The twin pillars of performance management and talent management system are closely intertwined with the compensation, benefits and reward mechanism of the Company. While the Company will strive to ensure internal and external equity that are consistent with emerging market trends, its business model and affordability based on business performance sets the overarching boundary conditions. The Compensation Policy is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/ docs/default-source/compensationpolicy.pdf.

Deposits

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

AUDITORS

Statutory auditors

Pursuant to the provisions of Section 139 of the Act, every company is required to appoint a Statutory Auditor for audit of financial statements of company. Further, IRDAI CG Regulations read with Master Circular on CG for Insurers, 2024 requires every insurance company to appoint a minimum of two auditors as Joint Statutory Auditors and shall ensure that there is no conflict of interest in their appointment.

PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No. 003990S/ S200018) and Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) are the Joint Statutory Auditors of the Company.

The Members of the Company in the Twenty-First AGM held on August 10, 2021 had approved reappointment of PKF Sridhar & Santhanam LLP, Chartered Accountants as one of the Joint Statutory Auditors of the Company for a second term of (5) consecutive years till the conclusion of Twenty- Sixth AGM. Further, the Members of the Company in the Twenty-Third AGM held on July 6, 2023 had approved appointment of Walker Chandiok & Co. LLP, Chartered Accountants for a first term of five (5) consecutive years, to hold office from the conclusion of Twenty-Third AGM till the conclusion of the Twenty-Eighth AGM of the Company.

Pursuant to IRDAI CG Regulations read with Master Circular on CG and the applicable provisions of the Act, the Board of Directors of the Company, based on the recommendation of the Audit Committee had approved and recommended to the Members to approve payment of 16.0 million as remuneration to each of the Joint Statutory Auditors of the Company for statutory audit of financial statements and financial results of the Company for FY2026 including fee for audit of financial statements of International Financial Services Centre Insurance Office ("IIO"), fees for reviewing the internal financial controls of the Company, issuing certificate on compliance of conditions of Corporate Governance prescribed under the SEBI Listing Regulations and other matters as prescribed under the Auditing Standards.

The resolution seeking Members approval for fixing audit remuneration of PKF Sridhar & Santhanam LLP, Chartered Accountants and Walker Chandiok & Co. LLP, Chartered Accountants, for FY2026 is forming part of Notice of Twenty-Fifth AGM.

Statutory Audit remuneration and other fees

The details of remuneration and other fees paid / payable to PKF Sridhar & Santhanam LLP and Walker Chandiok & Co. LLP, Joint Statutory Auditors of the Company for FY2025 are provided below:

	( in million)
P articulars	amount
Statutory Audit Fees including Certificate on compliance of conditions of Corporate Governance as prescribed under the SEBI Listing Regulations and Internal control over financial reporting	31.0
Tax Audit Fees	1.8
Others*	11.5
total	44.3

*Includes 1.5 million towards fees for review of Special Purpose Financial Information for ICICI Bank Limited consolidated financial statements, 5.0 million towards review of Ind AS (Phase I), 1.2 million towards reasonable assurance of

Business Responsibility and Sustainability Core for FY2024. Further, 3.8 million is towards other f certification

Joint Statutory auditors report

The Joint Statutory Auditors Report for FY2025 on the financial of this Integrated Annual Report. The Joint Statutory

Auditors have expressed their unmodified opinion on the financial statements and their reports do not contain any qualifications, reservations, or adverse remarks.

Secretarial auditor

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Parikh & Associates, Practicing

Company Secretaries (Firm Registration No. P1988MH009800) as a secretarial auditor of the Company for carrying out the secretarial audit of the Company for FY2025 and issue annual secretarial compliance report for FY2025. 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.

The Secretarial Auditor has undertaken an audit for FY2025 for all applicable compliances as per SEBI Listing Regulations and Circular / Guidelines issued thereunder. The Annual Secretarial Compliance Report for FY2025 is will be made available on the website of the Company at https://www. icicilombard.com/investor-relations and on the websites of the stock exchanges i.e. BSE Limited (BSE) at www.bseindia.com and National Stock Exchange of India Limited (NSE) at www.nseindia. com.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment)

Regulations, 2024, the secretarial audit is required to be conducted by auditor who shall be peer reviewed company secretary. The amended Regulations also requires listed entities to seek approval of the shareholders of the Company for the appointment / re-appointment of individual secretarial auditor or secretarial auditor firm at their AGM.

The Board of Directors of the Company, at their Meeting held on April 15, 2025, based on the recommendation of the Audit Committee, approved the appointment of same firm i.e. Parikh & Associates,PracticingCompanySecretaries(Firm statements of the Company Registration No. P1988MH009800), as Secretarial Auditor of the Company for the term of five (5) consecutive years commencing from the conclusion of 25th AGM till the conclusion of 30th AGM of the Company, subject to approval of Members of the Company at the Twenty-Fifth AGM for conducting Secretarial Audit from FY2026 to FY2030.

The proposal to appoint Parikh and Associates, Practicing Company Secretaries, as secretarial auditor of the Company for the term of five (5) consecutive years commencing from the conclusion of 25th AGM till the conclusion of 30th AGM of the Company, to conduct secretarial audit from FY2026 to FY2030, is being placed before the Members of the Company at the Twenty-Fifth AGM.

The Company has received consent from Parikh & Associates to act as secretarial auditor of the Company and has confirmed that the firm has been Peer Reviewed and Quality Reviewed by the Institute of Company Secretaries of India ("ICSI"), ensuring adherence to professional standards and practices. The Company has also received confirmation from Parikh & Associates that they are not disqualified to be appointed as Secretarial

Auditors in terms of applicable provisions and that their appointment as secretarial auditor would be within the prescribed limits under the Act and Rules made thereunder and SEBI Listing Regulations.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory

Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

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.

COMPLIANCETO SECRETARIAL STANDARDS

During the year under review, the Company has been in compliance with the applicable

Secretarial Standards i.e. SS-1 and SS-2, issued by ICSI, with respect to Meetings of Board and its Committees and General Meetings, respectively.

The Company has devised necessary systems to ensure compliance with the applicable provisions of Secretarial Standards.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 of the Act 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 the Act, the Integrated

Annual Report including Financial Statements are being sent to the Members of the Company excluding the aforesaid statement. Further in terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company at investors@icicilombard.com.

RELATED PARTY TRANSACTIONS

The Company undertakes various transactions with related parties in the ordinary course of business and had put in place a process for approval of

Related Party Transactions, pursuant to the Policy on Related Party Transactions and Framework on Related Party Transactions approved by the Board of Directors of the Company.

All Related Party Transactions that were entered by the Company, during the year under review, were at an arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

The Audit Committee has granted omnibus approval to enter into different types of related party transactions which are in ordinary course of business, repetitive in nature and in the interest of the Company. Further, all Related Party Transactions entered were placed before the Audit Committee on a quarterly basis for which the Company had taken omnibus approval from the Audit Committee.

During the year under review, the Company has amended its Policy on Related Party Transactions and Framework on Related Party Transactions in order align the same with the SEBI Listing Regulations.

The Policy on Related Party Transactions is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default-source/policies-of-the-company/rpt-policy_ fy2026.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, prior approval of Members is required to be sought by means of an ordinary resolution for related party transactions, which are material, even if such transactions are in the ordinary course of the business of the Company and at an arms length basis. A transaction with a related party is considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

The Company had taken approval from the Members in the Twenty-Third AGM of the Company held on July 6, 2023, for material Related Party Transactions that the Company may enter in FY2025 and which may exceed the threshold of "material related party transactions" prescribed under the SEBI Listing Regulations. All the Related Party Transactions entered by the Company in FY2025 were within the limit as approved by the Members, in the ordinary course of business, on an arms length basis and in accordance with applicable IRDAI prescriptions.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company had further taken approval from the Members in the Twenty-Fourth AGM of the Company held on June 25, 2024, for material Related Party Transactions that the Company may enter in FY2026 and which may exceed the threshold of "material related party transactions" prescribed under the SEBI Listing Regulations. The Company will execute the transactions approved by Members of the Company and in accordance with the IRDAI prescriptions on an arms length basis and in the ordinary course of business of the Company.

The Company, on a half yearly basis, presents to the Audit Committee status of actual related party transactions vis-a-vis related party transactions amount approved by the Members of the Company.

The resolution seeking approval of Members of the Company for material Related Party Transactions that the Company may enter in FY2027 and which may exceed the threshold of "material related party transactions" prescribed under the SEBI Listing

Regulations forms part of the Twenty-Fifth AGM Notice.

As required under Regulation 53(f) read with Para A of Schedule V of the SEBI Listing Regulations and Accounting Standard (AS) 18 on Related Party Disclosures, the details of Related Party

Transactions entered into by the Company during FY2025 are covered in the Notes to Accounts forming part of the Financial Statements. The Joint Statutory Auditors of the Company have issued an unmodified opinion on the Financial Statements for FY2025 which includes therein Related Party Transactions and related disclosures thereon.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2025, is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/ default-source/shareholding-pattern/form_mgt_7-website-upload.pdf In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within the prescribed timelines.

RISK MANAGEMENT FRAMEWORK

The Company recognizes that risk is an integral element of insurance business and with a view to mitigate risks, the Company has in place Board approved Risk Management Framework.

A strong risk culture is ensured through embedding the principles of Risk Management Framework in strategy and operations. Accordingly, the Company has developed a risk universe, broadly categorised into six distinct groups, namely, Credit Risk, Market Risk, Underwriting Risk, Strategic Risk, Operational Risk and Environmental, Social and Governance Risk.

As part of the Enterprise Risk Management exercise, critical risks along with the detailed mitigation plans are presented to the Risk Management Committee of the Board on a quarterly basis. The risk mitigation plan(s) is/are monitored regularly by the Company to ensure timely and appropriate execution. The senior management of the Company is responsible for periodic review of the risk management process to ensure that the process initiatives are aligned to the desired objectives. The Chief Risk Officer of the Company is responsible for the implementation and monitoring of the Risk Management Framework.

A statement indicating development and implementation of Risk Management Framework including identification therein, elements of risk, if any, which may significantrisk to the pose Company are given in the Corporate Governance Report forming part of this Report.

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

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all, which is achieved through well-established robust mechanism for redressal of complaints reported under it.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides protection against sexual harassment of women at workplace and lays down the guidelines and timelines for the prevention and redressal of complaints pertaining to sexual harassment.

Accordingly, the Company has in place the guidelines on prevention of Sexual Harassment at Workplace and a formal process for dealing with complaints of sexual harassment, in compliance with aforesaid

Act. The Company ensures that all such complaints are resolved within defined timelines The Guideline against Sexual Harassment at Workplace is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default-source/policies-of-the-company/guidelines_ against_sexual_harassment_il_ver22.pdf.

Statement of complaints received during the year is as follows:

Sr. No.	particulars	No.
a.	Number of complaints pending as on April 1, 2024	2
b.	Number of complaints filed during the financial year	17
c.	Number of complaints disposed of during the financial	16
d.	Number of complaints pending as on March 31, 2025	3*

*Of the 3 complaints pending as on March 31, 2025, 2 were reported in February 2025 and 1 was reported in March 2025 and are currently under investigation.

To build awareness in this area, the Company has been conducting induction/refresher programmes on continuous basis. During the year under review, the Company has organized online training sessions on the topics of Gender Sensitization and Prevention of Sexual Harassment ("POSH") for its employees. The Company also conducted 194 physical POSH awareness sessions across the Country.

Internal Committee for redressal of complaints:

The Company has constituted an internal Committee for redressal and timely management of sexual harassment complaints. The Internal Committee has minimum 50% women representatives. The Internal Committee has a senior woman leader as the presiding officer of the Committee and one external member who is a subject matter expert in this regard.

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

UNPAID/UNCLAIMED DIVIDEND

As per Section 124 and 125 of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividends that remain unclaimed/unpaid for a period of seven years are liable to be transferred to Investor

Education and Protection Fund ("IEPF"). Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall be transferred to IEPF.

The details of unclaimed dividends and shares transferred to IEPF during FY2025 are as follows:

Dividend type and year	amount of unclaimed dividend ( )	Number of shares transferred
1st Interim Dividend FY2018	938/-	-
2nd Interim Dividend FY2018	80,620/-	3709
total	81,558/-	3709

Members are requested to note that no claims shall lie against the Company in respect of the dividend/ shares transferred to IEPF.

The details of outstanding and unclaimed dividends previously declared and paid by the Company along with the due date of transfer to IEPF are covered in the Corporate Governance Report forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY & SUSTANABILITY

The Corporate Social Responsibility ("CSR") & Sustainability initiatives of the Company are deeply committed to enhancing community well-being and driving sustainable development. Being a corporate citizen, the Company is committed to perform its role towards the society at large. In alignment with its vision, the Company always works towards adding value to its stakeholders by going beyond business goals and contributing to the well-being of the community.

The Companys CSR & Sustainability activities are largely focused in the areas of road safety, health care, education, environment sustainability, skill development & sustainable livelihoods, creating social awareness and other activities like disaster relief or any other activities as prescribed under Schedule VII of the Act. The CSR & Sustainability activities are implemented either directly by the Company or through ICICI Foundation for Inclusive Growth.

The Company has formulated the Corporate Social Responsibility Policy ("CSR Policy") which sets out the framework guiding the Companys CSR & Sustainability activities. The CSR Policy also sets out the rules that need to be adhered to while taking up and implementing CSR & Sustainability activities. The CSR Policy is hosted on the website of the Company and can be viewed at www. icicilombard.com/docs/default-source/policies-of-the-company/csr-policy.pdf.

The Company has duly constituted the Corporate Social Responsibility & Sustainability Committee ("CSR & Sustainability Committee") in accordance with the applicable provisions of the Act and IRDAI CG Regulations. The CSR & Sustainability Committee acts as a governingbodythatdefinethe scope of CSR activities for the Company and ensure compliance with the CSR Policy.

The Board of Directors of the Company at their Meeting held on April 17, 2024, based on the recommendation of the CSR & Sustainability Committee, had approved the CSR & Sustainability Plan and expenditure for FY2025. The budgeted CSR expenditure for FY2025 was 401.4 million, based on the averagenetprofitsof the Company made during three immediately preceding three financial years, calculated in accordance with the Act and the applicable IRDAI regulations.

Further, the Board of Directors of the Company at their Meeting held on October 18, 2024, based on the recommendation of CSR & Sustainability

Committee had approved modification to the plan for CSR & Sustainability Activities for FY2025.

The Companys actual CSR & Sustainability expenditure was 404.2 million for FY2025. There are no unspent funds required to be carried forward to succeeding years.

The Annual Report on CSR activities of the Company for FY2025 forms part of this Report as annexure C. During FY2025, impact assessment was carried out for Ride to Safety, Caring Hands, Niranjali, Solar Panel installations and Skill development & Sustainable Livelihoods CSR projects in pursuance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The executive summary of Impact Assessment Reports are covered in the Annual Report on CSR Activities.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) REPORT

The Company considers ESG principles integral to its purpose and operations, aiming to benefit the customers, investors, employees, shareholders, communities, and all other stakeholders. Through these efforts, the Company strives to create long-term value for all stakeholders, consistent with our commitment to "Building Trust Driving Change Our Promise for Sustainable Growth".

During FY2025, the Company had continued to prioritize ESG in its operations and had undertaken various initiatives. On the environment front, Green

Procurement Guidelines were rolled out to promote sustainable sourcing, digital visiting cards were adopted to reduce paper usage, and sourcing renewable electricity to reduce overall Greenhouse Gas (GhG) emissions. The travel policy was updated to reduce GhG emissions associated with business travel.

On Social aspect, the Companys female workforce representation rose to 26.0%. Further, 28.6% new female agents were onboarded in FY2025. Employees were empowered through a self-learning module on ESG fundamentals, and training sessions on the Supplier Code of Conduct were conducted for material vendors.

On Governance part, the Company had enhanced its Supplier Code of Conduct to set clear expectations on ethics, sustainability, human rights amongst others. Strengthening due diligence and engaging with suppliers on ESG matters has improved the sustainability of value chain of the Company. The Company had conducted 12 sessions of virtual training for 129 material vendors covering key aspects of ESG. An integral part of strengthening governance, the Company is maintaining open, transparent communication with its stakeholders. This transparency enhances governance practices and supports broader ESG goals, building trust and aligning operations of the Company with sustainable, long term value.

At the Board level, the CSR & Sustainability Committee oversees and monitors ESG initiatives and the Risk Management Committee oversees ESG related risks. At Management level, ESG Steering Committee ensures the overall integration of business activities with ESG objectives.

During FY2025, the Company was assigned ESG rating from various rating agencies and the details of the same are as below:.

eSG rating agency	rating Scale	eSG rating/ Score*	Change
MSCI ESG Rating Sustainalytics	AAA- CCC scale CCC/B Laggard BB/BBB/A Average AA/AAA - Leader Five risk levels:	A 21.9	Improved Improved
ESG Risk Rating	Negligible (0-10), Low (10-20), Medium (20-30), High (30-40) Severe (40+)
S & P ESG Score	0-100, with 100 representing best performances	34	Reduced
CRISIL ESG Score	0-100, where 100 is the highest	62	No change
CDP Score	A (Leadership) B (Management) C (Awareness) D (Disclosure) F (Failure to Disclose)	C	Improved

*Unsolicited Ratings as available in the public domain as on March 31, 2025.

The Companys focus from an ESG standpoint is on identifying and addressing material ESG issues. Key focus areas include promoting health and well being, innovation, digitisation, diversity and inclusion, and responsible investments, among others. Additionally, the Company has a comprehensive ESG Policy to guide its initiatives and ensure sustainable practices The ESG Policy is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/ docs/default-source/esg/policy-on-environment-management-2022.pdf.

The Company had published its sixth ESG Report which highlights the commitment to environmental sustainability, social responsibility, and strong corporate governance. The Report illustrates actions of the Company in these areas, aims to strength stakeholder trust and focuses on creating long-term value. The ESG Report for FY2025 is hosted on the website of the Company and can be viewed at https://www.icicilombard.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing

Regulations, the Company is required to publish

Business Responsibility and Sustainability Report ("BRSR") as part of its Annual Report and also undertake reasonable assurance on disclosure related to BRSR Core.

The BRSR maps the sustainability disclosure of the Company against the nine principles of the ‘National Guidelines on Responsible Business Conduct issued by MCA, Government of India. The BRSR Core is a sub-set of the BRSR, consisting of a set of Key Performance Indicators (KPIs) under 9 ESG attributes.

Accordingly, the BRSR and BRSR Core related disclosures along with independent practitioners assurance report on identified sustainability indicators in BRSR report for FY2025 are hosted on the website of the Company and can be viewed at https://www.icicilombard.com.

INTEGRATED REPORT

The Company has voluntarily adopted the principles and has shifted its corporate reporting journey to Integrated Report as per the International Integrated Reporting Council ("IIRC") framework.

The Integrated Report encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Companys long term perspective. The Companys Integrated

Report is based on six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social & relationship capital and natural capital.

The Company continues to publish its seventh Integrated Report which forms part of this Annual Report.

CREDIT RATING

The Company had intimated Stock Exchanges vide its letters dated April 1, 2024 and April 30, 2024, regarding exercise of Call Option and timely payment of Principal and Interest on redemption of Debentures of the Company.

Further during the year, ICRA Limited vide letter dated July 11, 2024 withdrew the "[lCRA]AAA (Stable)" rating and CRISIL Rating Limited vide letter dated July 31, 2024 withdrew the "CRISIL AAA/ Stable" rating assigned to the Debentures of the Company. The rating withdrawal was pursuant to the full redemption of Debentures of the Company.

During the year under review, ICRA Limited has reaffirmed Issuer Rating of "[ICRA]AAA (Stable)" to the Company. AM Best has affirmed the Financial Strength Rating of "B++ (Good)", the Long-Term Issuer Credit Rating of "bbb+ (Good)" to the Company and the India National Scale Rating of "aaa.IN (Exceptional)" to the Company. The outlook assigned to these Credit Ratings is stable. The Credit Ratings reflect the Companys balance sheet strength, which AM Best assesses as very strong as well as strong operating performance, neutral business profile and appropriate enterprise risk management.

INVESTOR RELATIONS

The Company is committed to achieving excellence in its Investor Relations engagement with both International and Domestic investors. To achieve this goal, the Company continuously adopts emerging best practices in Investor Relations and strives to build relationship of mutual understanding and trust with investor/analysts.

The Managing Director & CEO, Chief Financial Officer and other authorised senior management members participate in structured conference calls and periodic investor/analyst interactions including one-on-one/group meeting, investor conferences, and quarterly earnings calls. The transcripts of the quarterly earnings calls, audio recordings, and presentations made are also hosted on the website of the Company and Stock Exchanges where the securities of the Company are listed within the timelines as prescribed under the SEBI Listing Regulations.

The Company ensures that financial and non-financial information is available to all the stakeholders by uploading it on the Companys website and website of the Stock Exchanges where the securities of the Company are listed. The financial information includes Financial Statements, Press Releases, Investor Presentations, Earnings call transcripts, publication of financial results in the newspapers and Annual Report whereas the non-financial information are included as a part of ESG Report, BRSR, BRSR (Core), etc.

EVENTS 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.