The Board of Directors present the 26^th Integrated
Annual Report of HDFC Life Insurance Company
Limited ("the Company"/ "HDFC Life") along with the
audited financial statements for the year ended
March 31, 2026, highlighting the Company's

performance and progress made during the year.

1. Standalone Financial Performance
(Audited)

Other Key Parameters:

Note: EV reviewed by Milliman Advisors LLP

2. Business Review and Outlook

Industry Outlook

FY 2025-26 was marked by heightened global
uncertainty driven by trade and geopolitical
developments. These shocks increased risks to
India Inc's headline earnings and led to sustained
outflows of overseas capital through the year.

Against this backdrop, the life insurance
sector continued to exhibit strong momentum.
During the year, the industry recorded new
business premiums of ' 4,59,713 crore, reflecting
a growth of 16% over the previous year. In terms
of individual weighted received premium (WRP),
the private sector grew by 12%, while the
overall industry expanded by 10% year-on-
year. Industry growth remained healthy, led by
protection and market-linked products, reflecting
evolving customer preferences. This momentum
was further reinforced by expansion in distribution,

leading to an increase in the private sector's
market share to 72% in terms of individual WRP.
Bancassurance and agency channels continued
to remain the dominant distribution avenues.

Life insurance in India continues to evolve
towards holistic, long-term financial solutions
that provide a stronger safety net for individuals.
Swiss Re identifies India as a key growth market,
projecting an annual growth rate of 6.9% for the
insurance sector over 2026 to 2030, significantly
higher than the global average of 2.7%. At the
same time, it highlights that the life insurance
industry is still adapting to recent regulatory
changes, which may lead to near-term volatility
in profit margins as the industry adapts to it.

We remain watchful of evolving macro dynamics,
particularly their impact on household savings
behaviour and demand for long-term financial
products.

The medium to long-term outlook remains
supported by structural drivers including low
insurance penetration, favourable demographics
and increasing financialisation of savings.

3. Company Performance

Sustained growth across segments

During FY 2025-26, we retained our position
amongst the top three private life insurers,
based on individual WRP market share.
Growth moderated and margins were impacted
by regulatory changes and evolving product
mix. However, we have taken deliberate actions
on pricing discipline, channel optimisation and
product mix to reinforce long-term profitability.
These actions position us to deliver more
sustainable, value-accretive growth as operating
conditions normalise.

The year was marked by heightened competitive
intensity and a moderation in customer sentiment
towards the close of the year, particularly in the
month of March. These factors led to a near-term
shift in household priorities towards essential
spending, impacting demand for financial
protection products and resulting in single-digit
topline growth for the year.

Our private sector market share stood at 15.1%
for FY 2025-26, based on individual WRP. We
maintained our leadership position in the group
business segment, with a private industry market

share of 22%. Total new business premium stood
at ' 36,096 crore, while total premium for the year
was ' 79,387 crore, including renewal premium
of ' 43,291 crore. We reported 8% growth in total
Annualised Premium Equivalent (APE).

We expanded our customer base and deepened
our geographic reach through a balanced
expansion of both proprietary and corporate
distribution channels. Notably, over 70% of
customers acquired during FY 2025-26 were
first-time buyers of life insurance, reflecting our
growing penetration across Tier 1, 2 and 3 markets.
We served over 4.6 crore customers across India.

Diversification and innovation being our key
parameters

Our diversified distribution mix continues to
provide broad and effective customer access
across geographies. Our network comprises
700 branches, 2.7 lakh agents and over 500
partnerships spanning banks, NBFCs, MFIs,
SFBs, brokers, new-age ecosystem partners,
in addition to our digital platform. We remain
focused on broadening our distribution footprint
and identifying more efficient and innovative
ways to reach and serve our customers.

During the year, the proprietary channel
delivered healthy double-digit growth, with
the agency channel outperforming the overall
company growth. The channel is delivering
improved productivity and contribution following
sustained investments in expansion, talent and
product capabilities. This has helped improve
our relative positioning within the industry.
We have added more than 250 branches over
the last 30 months with business from these
contributing to approximately 13% of the agency
channel's topline. Our focus is now firmly shifting
from expansion to productivity, activation
and branch-level profitability. This should
support a more sustainable and higher-quality
contribution from the channel going forward.
Partnership channels experienced elevated
volatility during the year, primarily driven by
heightened competitive intensity. In response, we
exercised fiscal discipline by stepping away from
unviable business. Nevertheless, we believe our
focus on continued investments in distribution,
product competitiveness, partner engagement
and pricing discipline positions us well to deliver
more sustainable and profitable growth as the
environment normalises.

We continued to strengthen our product portfolio
through targeted innovations aligned to evolving
customer needs. During the year, we launched
industry-first solutions such as Aajeevan Growth
Nivesh and Income in the variable annuity space,
an innovative plan that uniquely combines
lifelong guaranteed income with growth potential
linked to the Nifty 50. We further strengthened
our protection portfolio with the launch of Click 2
Protect Supreme Plus, a comprehensive solution
offering enhanced flexibility to modify life cover
across different life stages, along with accelerated
payouts upon the diagnosis of critical illness.
These launches underscore our strategic focus
on increasing the share of protection and annuity
within our overall product mix, while catering to
evolving customer demand.

Our individual APE composition for FY 2025-26
was: ULIPs at 44%, non-par savings at 18%,
participating products at 25%, term at 7% and
annuity at 5%. ULIP demand remained resilient
through most of the year, supported by customer
appetite for market-linked participation.
The quality of our ULIP business continues to
improve, with higher protection multiples and
better rider attachment supporting margins.
The 13-month persistency over the past 2 years
has also improved. Both these metrics remain
a deliberate strategic focus for us. At the same
time, non-par savings demand was softer than
our expectations. We have maintained pricing
discipline in this segment and while this has had
a near-term impact on volumes, it positions
us better from a long-term value and margin
standpoint. Retail Protection APE grew 43% year-
on-year, supported by improved affordability
post GST and a strengthened product portfolio.
Retail protection mix expanded by nearly 200
basis points year-on-year to 7.2% in FY 2025-26
and including riders, protection now contributes
nearly 10% of our retail business. We also saw
an improvement in ticket sizes post GST, with
customers opting for higher levels of sum assured.
Retail sum assured grew by 28% year-on-year
and we also maintained our leadership position
on overall sum assured, reinforcing the quality of
our business mix. Annuities were another area of
meaningful progress.

We expect non-par savings to gain share, with
protection and annuities growing ahead of the
company average.

Maintaining Profitable Growth

For FY 2025-26, Value of New Business (VNB)
stood at ' 4,034 crore. VNB grew 2% year-on-year;
excluding GST and surrender regulation changes,
growth would have been broadly in line with APE.
New business margins for FY 2025-26, excluding
impact of GST and surrender regulation would
have been flat at 25.5%. Post GST and Special
Surrender Value (SSV) impact margins were at
24.2%, a decline of 140 basis points as against
FY 2024-25. Embedded Value stood at ' 62,139
crore. Operating Return on Embedded Value
(ROEV) for the period was 15.0%.

Profit after tax for the period stood at ' 1,910 crore.
PAT excluding GST and labour code impact
would have shown a growth of 16%. The Board
has recommended a final dividend of ' 2.10 per
share. Assets under management (AUM) stood at
' 3,75,198 crore, up by 12% year-on-year.

Renewal collections grew by 15% year-on-year.
On persistency, 13-month ratio moderated by
200 basis points during the year, broadly in line
with the evolving business mix. The 61-month
persistency remained robust at 64%, improving
by 100 basis points year-on-year, reflecting the
continued strength of the long-duration savings
book. Our solvency ratio stood at 177%. While we
await clarity on the transition timeline to the risk-
based capital/ solvency framework, we have
taken Board approval to raise up to ' 1,000 crore by
way of a preferential issue to our promoter, HDFC
Bank. This will add 900 basis points to the solvency.

Over the medium term, the move towards a risk-
based solvency regime should ensure better
alignment of capital with underlying risks and is
likely to be beneficial for diversified franchises
such as ours.

Update on Subsidiaries

HDFC Pension Fund Management Limited ("HDFC
Pension") continued to strengthen its position
as a leading player in the private pension fund
management industry, commanding a market
share of 43% and managing assets in excess of
' 1.5 lakh crore. Its strong performance track
record and accelerated growth have significantly
enhanced our footprint in the retirement solutions
segment, an area we view as a key long-term
growth driver. In FY 2025-26, the Pension Fund
Regulatory and Development Authority (PFRDA),

introduced a series of progressive measures aimed
at enhancing the flexibility, accessibility and overall
appeal of the National Pension System (NPS).
Key reforms included permitting up to 100% equity
allocation, extending the permissible investment
age and improving liquidity through features such
as loan facilities and higher lump-sum withdrawal
limits. We believe these initiatives will significantly
strengthen NPS as a practical and compelling
avenue for long-term retirement savings.

Our other subsidiary viz., HDFC International Life
and Re Co. Ltd. ("HDFC International"), continues
to deliver steady reinsurance performance while
scaling its GIFT City presence. Further, S&P Global
Ratings assigned an insurer financial strength
Rating of "BBB" for the eighth consecutive year.
Apart from S&P Global ratings, AM Best Ratings
assigned a Financial Strength Rating of B
(Good) and a Long-term issuer credit rating of
"BBB" (Good) for the second consecutive year.
The outlook assigned to both these credit ratings
are stable.

Business Outlook

As we enter FY 2026-27, the GST transition is largely
complete, the yield curve is supportive for non¬
par, our agency channel is stronger today than it
was a year ago in terms of reach, productivity and
quality of business and the protection portfolio is
structurally larger and more meaningful than at
any prior point in our journey. As a result, our EV
continues to reflect the compounding strength of
a high-quality in-force book. Our focus remains
on driving industry-leading growth through
disciplined pricing, distribution productivity and
product mix optimisation.

Further, we believe the sector is structurally well
placed to deliver steady and resilient growth over
medium to long-term, supported by favourable
demographics, increasing financial awareness
and continued formalisation of the economy.

4. Products

At HDFC Life, our product strategy is rooted in a
customer-centric and well-balanced portfolio
that supports sustainable growth across life
stages. Our offerings are thoughtfully designed
to evolve with changing customer needs while
delivering long-term financial security and
consistent value.

With a comprehensive portfolio comprising
49 individual products, 17 group products, and 15
riders, we address a broad spectrum of protection,
savings, retirement, and wealth creation
needs. This diversification enables effective
risk management, enhances persistency, and
supports stable profitability.

Through continuous innovation and robust
product governance, we aim to reinforce our
position as a lifelong financial partner while
creating enduring value for policyholders and
shareholders. Key product launches during
FY 2025-26 include:

HDFC Life Systematic Income Plan & HDFC Life
Aajeevan Growth Nivesh & Income

HDFC Life systematic income plan is a non¬
participating, non-linked, general annuity,
individual, saving plan that provides guaranteed
lifelong income, with single and limited premium
payment options. The plan also offers potential
benchmark-linked growth through exposure to
the NIFTY 50 benchmark.

HDFC Life Aajeevan Growth Nivesh & Income

HDFC Life Aajeevan Growth Nivesh & Income
is a non-participating, non-linked, general
annuity, individual, saving plan that provides
guaranteed lifelong income, with Single premium
payment option. The plan also offers potential
benchmark-linked growth through exposure to
the NIFTY 50 benchmark.

HDFC Life Click 2 Protect Supreme Plus

The Company launched HDFC Life Click 2 Protect
Supreme Plus, a comprehensive protection
solution offering enhanced flexibility to
address evolving customer needs. The product
strengthens our pure protection portfolio and
aligns with our strategic focus on deepening
protection penetration and improving long-term
risk coverage.

HDFC Life LiveWell Rider

The launch of the HDFC Life LiveWell Rider
expanded our rider portfolio by offering additional
protection alongside core life insurance products.
The rider integrates wellness-linked benefits,
encouraging healthier lifestyles while providing
an added layer of financial security for customers
and their families.

5. Human Resource and People Development

At HDFC Life, our people are at the core of our
success. We remain committed to enabling
their growth by creating opportunities to learn,
develop, and thrive in a supportive and high-
performance environment.

Building a Culture of Trust and Transparency

We have fostered a culture rooted in trust and
transparency, ensuring employees remain well-
informed and connected to the organisation.
Clear and equitable promotion and reward
practices reinforce this commitment.

Regular CEO, HOD and CVO Townhalls, along
with local communication forums, enable open
dialogue across all levels. During the year, we
further strengthened two-way communication
through structured skip-level interactions
between employees and leadership.

Employee well-being at the Core

Employee well-being remains a key priority.
Our holistic wellness programmes provide access
to fitness initiatives, medical consultations for
employees and their families, and confidential
support for physical and mental health.

We continue to evolve progressive policies that
support diverse employee needs, including:

• Gender-neutral paternity leave

• Recognition of primary and secondary
caregivers

• Health insurance coverage for spouses and
partners, including cohabiting partners of
any gender

Our compassionate leave policy and
compassionate employment programme
ensure support for employees and their families
during difficult times.

This year, we introduced enhanced benefits for
women travelling with infants and extended
monthly financial support for families of
deceased employees.

Fostering Collaboration and Camaraderie

We actively nurture a 'one-team' culture through
structured and informal platforms. The Inter-

Departmental Premier League (IDPL), featuring
cricket, indoor games and other activities,
encouraged participation and strengthened
cross-team bonds.

Our employee volunteering initiatives also
brought teams together to contribute
meaningfully to social causes.

Fairness and Transparency in Career Growth

We prioritise internal talent development
and provide structured career advancement
opportunities. Internal Job Postings (IJPs) enable
employees to explore cross-functional roles,
reinforcing our commitment to building careers
from within.

Building a Future-Ready Learning Culture

Our learning ecosystem blends classroom, digital
and gamified formats to deliver personalised
and continuous learning experiences.

Key initiatives include:

• A mobile learning platform enabling anytime,
anywhere access

• AI-powered two-way coaching tools offering
real-time feedback on sales conversations

• Sales simulation tools to enhance operational
accuracy and readiness

We strengthened our leadership pipeline through
Frontline HIPO programmes and continued
investments across mid and senior leadership
cohorts. Structured talent reviews and succession
planning ensure leadership continuity and a
strong bench for the future.

Fostering a Diverse and Inclusive Culture (DEI)

DEI are embedded in our organisational fabric.
We are committed to building a workforce that
reflects diverse diversity include:

• Maternity Transition and Second Careers
Programmes

• LGBTQ Helpline

• Gender Transition Policy

These efforts have contributed to a ~11%
improvement in gender diversity over the last 11
years, with current representation at 29%.

Employee Resource Groups (ERGs), led by
business leaders, play an active role in driving
inclusion across the organisation.

Bringing in Fresh Talent and New Ideas

Through strong partnerships with leading
academic institutions, our Jigyasa campus
programme and ET program continue to attract
high-potential talent, ensuring a robust pipeline
of future leaders. Our Punaraagman program
welcomes second career women and offer gig
working opportunity.

Living the EPICC Life

Our values-Excellence, People Engagement,
Integrity, Customer Centricity, and Collaboration
(EPICC)-guide how we work and lead.

Five Executive Committee members
serve as Chief Values Officers (CVOs),
championing these values organisation-wide.
Structured assessments ensure alignment of
hiring and career progression with our values
and leadership expectations.

Performance Management and Compensation

Our performance management framework is
anchored in a balanced scorecard approach,
aligning individual contributions with business
priorities.

We benchmark compensation competitively
and differentiate rewards to recognise high
performance, enabling us to attract and retain
top talent.

Special Focus on Employee Retention

Retention, particularly within frontline sales,
remains a key focus area. Programmes such
as Rising Star and OBX support early-stage
employees in building capability and achieving
success.

We introduced Employee Wallet, a gamified
platform for frontline sales teams that integrates
learning, performance and rewards-allowing
employees to earn points that can be redeemed
for career growth opportunities and incentives.

We also continue to strengthen managerial
effectiveness through targeted development
initiatives. The Best People Manager Award

recognises leaders who demonstrate exceptional
commitment to team growth and engagement.

At HDFC Life, we are committed to building
a workplace where employees feel valued,
supported and empowered-enabling them to
build meaningful careers while contributing to
the organisation's long-term success.

Disclosure of Employees

In accordance with the provisions of Section
197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the disclosures relating to the remuneration
of Directors, Key Managerial Personnel and
employees are provided in Annexure 4 to this
Report.

Further, the statement containing particulars of
employees, as required form part of this Report.
In terms of Section 136(1) of the Act, the Integrated
Annual Report along with the financial statements
is being sent to the Members excluding the said
statement, which are available for inspection by
the Members.

Any member interested in obtaining a copy
of the aforesaid statement may write to the
Company Secretary & Compliance Officer at
investor.service@hdfclife.com.

6. Investments

FY 2025-26 proved to be a year of elevated
volatility across asset classes with disruption in
economic activity across the developed and
emerging economies.

Global trade dynamics during the year
were marked by significant tariff-related
uncertainty, leading to disruptions in export
flows and heightened volatility across markets.
These developments impacted capital flows,
currency movements and overall business
sentiment.

After an extended period of negotiations with
the USA, a framework for a trade deal was
agreed upon and the tariffs on Indian exports
were reduced to 18%, which was close to the
rates imposed on a few other allied countries.
India also concluded negotiations for trade deals
with a few other countries including the UK and
EU.

The US Supreme Court ruling resulted in an
immediate withdrawal of the discriminatory
tariffs and a uniform 10% tariff for all imports into
the US was imposed.

The extended period of negotiations with the
USA led to export contraction from the affected
sectors and caused concerns for India's growth
outlook. The major portion of the brunt was borne
by smaller companies in the textile, jewellery and
sea-food sectors, which also are labour intensive
industries.

However, the Government's policies to boost
domestic growth, insulated the Indian economy,
to a large extent, from the economic volatility.
The Government followed up the easing in direct
taxes, which was announced in the FY 2025-26
Budget, with easing in the GST rates, in the middle
of the year. The reduction in GST rates led to
marked jump in consumption, with a reasonable
amount of the initial jump sustaining over the
remainder of the year. The Government also
sustained its increase in capital expenditure
through the year, without deviating from its fiscal
deficit target, as it managed to rein in revenue
expenditure. The Government achieved its fiscal
glide path target of bringing the fiscal deficit
below 4.5% of GDP by FY 2025-26, fulfilling the
commitment made during the Covid-affected
period, when the deficit had bloated significantly.
The prudent management of public finances,
despite the external pressures and the resilience
of India's domestic economic growth led to a one
notch increase in S&P's sovereign credit rating for
India, to 'BBB'.

Apart from the fiscal policy measures, monetary
policy also supported growth, as RBI cut policy
interest rates by a cumulative 125 bps over the
course of FY 2025-26. Apart from the rate cuts,
RBI also provided significant support to the bond
markets by purchasing Government securities
from the market through open market operation
(OMO) auctions, which also added a large
quantum of liquidity to the banking system.

India's full year growth for FY 2025-26 is estimated
at 7.6%, with meaningful contribution from
private consumption and capital expenditure
and some drag from the external sector.
Consumer Price Index (CPI) inflation saw sharp
fall during the year, with a multi-year low reading
of 0.25% in October 2025, before recovering over
the remainder of the year. Food price deflation

led to the extremely low headline inflation, with
the average full year CPI inflation estimated at
2.1%.

The last month of the fiscal year saw a full-blown
war in the middle-east resulting in the 'closing'
the Strait of Hormuz, for commercial shipping.
The Strait of Hormuz is used for transporting about
20-25% of the world's daily oil consumption,
about 20% of the global trade in gas and about
one-third of global trade in fertilisers. In response
to these dis-locations, energy prices rose sharply,
with availability being constrained across a
number of countries. The lack of availability of
petroleum derivatives also constrained a number
of industries, jeopardizing economic activity.
Equity markets around the world saw sharp
corrections, while bond yields rose on inflation
fears.

I ndian equity markets had a largely flat year,
with modest gains till the end of February, 2026.
However, a sharp correction in March 2026, due
to the middle-east conflict dragged the full year
returns to negative territory. The large cap Nifty
Index, ended the year about 5% below the levels
seen at the end of the previous year, led by a
sharp fall of about 11.5% in the month of March,
2026 alone.

Bond markets saw a steady rise in yields through
the year, as the outlook increasingly factored in
an end of the rate cut cycle. The year also saw
very tepid demand for Government securities
from banks as well as pension funds which further
pressured bond yields higher. However, the
conflict in March, 2026 pushed yields sharply
higher with the benchmark 10-year Government
yield rising to 7.13% during the month, which was
the highest level for the full year. Yields cooled
slightly by the end of March, 2026, to 7.03%,
ending higher than the 6.58% level at the end of
the previous year. Of the approximately 45 bps of
rise in yields through the year, about 37 bps was
seen in the month of March, 2026 alone.

In the backdrop of elevated volatility through
the year, the Company managed its investment
funds in line with its stated objectives and
guiding policies, viz., the Investment Policy, Asset-
Liability Management Policy and individual
fund mandates. These frameworks define asset
allocation and risk appetite, especially for funds
with embedded guarantees. Asset allocation

was actively monitored and aligned with policy
requirements throughout the year.

As of March 31, 2026, HDFC Life's total AUM stood at
'3,75,198 crore, comprising '1,05,192 crore in unit-
linked funds and '2,70,006 crore in conventional
and shareholder funds, compared to '1,01,628
crore and '2,34,654 crore, respectively, in the
previous year.

7. Information Technology and Digital
Transformation

The insurance industry is undergoing significant
disruption, led by rapid technological

advancements. At HDFC Life, we are proactively
embracing this change to unlock new

opportunities, enhance agility and future-proof
our operations. Our focus is on becoming a truly
customer-centric organisation, moving from
policy-centric to customer-first thinking, while
reimagining our systems and platforms to be
scalable, agile and digitally enabled.

We continue to leverage cutting-edge
technologies such as Artificial Intelligence (ai),
Blockchain and Cloud Computing across the
value chain. These are helping improve customer
and intermediary journeys, increase automation
and operational efficiency and strengthen our
digital distribution ecosystem.

As part of our journey to build a future-ready
InsureTech platform, we strengthened our
digital infrastructure to support onboarding,
policy issuance, claims servicing and customer
communications more efficiently and at scale

We enhanced our customer communication
capabilities across key channels, enabling
more timely and consistent communication
across the policy life cycle, in both individual
and group lines of business. This has supported
better servicing turnaround times and improved
customer experience. Further, we have increased
automation in testing across products and
journeys, helping reduce development timelines
and improve speed to market.

We strengthened our claims servicing
capabilities through greater automation and
digitisation, leading to faster processing and
improved servicing turnaround times. This has
also supported improved servicing efficiency for
institutional and distribution partners.

As we transform our technology landscape, we
continue to enhance our existing systems to
align with current business needs and elevate
customer experience.

We enhanced digital tools for partners and
intermediaries, including self-service and
onboarding capabilities, to improve ease
of doing business and reduce onboarding
timelines. We further improved integration and
servicing capabilities for channel partners and
clients, supporting faster processing and a more
seamless experience. In select segments, these
enhancements also enabled materially faster
issuance and servicing.

Further, during the year, the Company continued
to promote experimentation and adoption
of emerging technologies across analytics,
automation and AI-led use cases through
various events. The Company continued to
promote rapid prototyping and innovation
through structured experimentation and external
collaborations, with ideas progressing to
proof-of-concept stage and a solution already
implemented. The Company's annual startup
engagement programme, continued to identify
and partner with emerging technology firms to
co-create innovative solutions.

As the insurance industry continues to evolve,
HDFC Life is well-positioned to address new
opportunities and challenges by embracing
technological advancements and innovating its
products and services.

8. Awards & Accolades

During FY 2025-26, HDFC Life was recognised
across a wide range of domains including
corporate governance, financial reporting,
innovation, digital transformation, human
resources and customer experience.
These accolades underscore our commitment
toexcellence, innovation and stakeholder trust.

HDFC Life has been recognized in the "Leadership"
category of the Indian Corporate Governance
Scorecard for 2025 by Institutional Investor
Advisory Services ("liAS"). This milestone
reflects HDFC Life's continued commitment
totransparency, accountability and exemplary
corporate governance practices. The recognition
in the 'Leadership' category marks a significant
milestone for corporate governance in HDFC
Life as the Company completes 25 years of its
journey.

Some of the key recognitions received during the
year include:

• Recognised amongst India's 'Top 25 Best
Workplaces in BFSI' by Great Place To Work

• Recognised among the top 3 insurers,
Asia(ex-China), at the 2025 Extel Survey, with
the following accolades:

- Best IR Program (Rank 3)

- Best IR Team (Rank 3)

• Recognised amongst the 'Top 10 Best
Workplaces for Millennials 2025' by Great
Place to Work

• Ranked #49 among Best Workplaces in Asia
by Great Place to Work

• ICoP team recognised for Excellence in
Static Application Security Testing (SAST)
implementation by Quantic

• AML Compliance Team awarded the BFSI
Team for Excellence in AML Measures -
Insurance Sector by Fincrime Expert

• Recognised amongst India's Top 50 Best
Workplaces for Women 2025 by Great Place
to Work

• Won the 'Best Compliance Team of the Year'
Award at the 7^th Edition Future of Legal &
Compliance Summit & Awards, 2025 by UBS
Forums

• Jointly won Gold in Brandon Hall Group's
Excellence in Technology Awards with Smart
Winner

• Won the Best Governed Company Award
2024-2025 by the Asian Centre for Corporate
Governance and Sustainability

• Won Bronze in the Regional Category at the
Effie Awards 2025

• Won the Aegis Graham Bell Award for
Innovation in Insurance for the Insta-Annuity
Portal

9. Regulatory Landscape

The Insurance Regulatory and Development
Authority of India (IRDAI) has issued a series
of pivotal notifications and frameworks from
April 2025 to March 2026, targeting financial
reporting standardization, robust fraud
prevention, enhanced policyholder protections,
tighter expense controls, systemic stability
and amplified rural/social sector obligations.
These measures collectively aim to foster greater

transparency, mitigate emerging risks in a digital
first ecosystem and align the life insurance sector
with global best practices amid rising premiums
and claims pressures.

Indian Accounting Standards (Ind AS)
Framework: IRDAI has notified amendments to the
Insurance Regulatory and Development Authority
of India (Actuarial, Finance and Investment
Functions of Insurers) Regulations, 2024, ['the
Regulations'] providing for implementation
of Indian Accounting Standards (Ind AS) by
insurers which shall come into effect from April 1,
2026. Recognising the scale and complexity of
the transition, IRDAI has provided insurers the
option to avail a one-year forbearance for public
adoption of Ind AS 117 reporting.

Financial statements prepared under Ind AS
shall be in accordance with Schedule - IIA of the
Regulations and shall be the basis of financial
reporting. Further, Insurers shall undertake
parallel reporting of Financial statements and
financial information, for a period of two years
from the date of implementation or for such
period as may be specified by the Competent
Authority.

Fraud Monitoring Guidelines: Fraud mitigation
takes a decisive leap with the Insurance
Fraud Monitoring Framework Guidelines, 2025,
effective from April 1, 2026. Requiring Board
approved antifraud policies and dedicated
Fraud Monitoring Committees, these guidelines
enforce zero tolerance protocols across
underwriting, claims, distribution and third-party
channels. In light of surge in scams in FY 2024-25,
life insurers have been advised to deploy AI
driven analytics, conduct vulnerability audits
and establish real time reporting dashboards
to detect anomalies early, thereby reducing
leakage and reputational risks.

Commission and Expense Review: IRDAI formed
a committee to review commission structures.
Potential overhaul eyed for 2026 to control rising
costs. IRDAI has advised the Management of
all insurers to monitor Expense of Management
(eom) limits closely.

Policyholder Protection: IRDAI's Circular dated
February 18, introduced Bima-ASBA a one¬
time Unified Payments Interface (UPI) mandate
mechanism for blocking premium amounts during
the issuance of life and health insurance policies.

This system allows prospects to authorize a block
on the required premium in their bank account
via a standard UPI mandate. Upon successful
underwriting and policy acceptance, the blocked
funds are automatically debited and transferred,
if the proposal is rejected or withdrawn, the block
is instantly released with notifications sent to the
prospect at key stages blocking, debit initiation
and unblocking enhancing transparency and
reducing payment failures or fraud risks.

I nsurers and distribution channels are required
to integrate this facility into proposal forms with
a standardized declaration, ensuring seamless
UPI interoperability, compliance reporting and
adherence to prior IRDAI payment guidelines.

Master Circular on Rural and Social Obligations:

IRDAI issued the Master Circular on Rural,
Social Sector and Motor Third Party Obligations
dated July 25, 2025. The Circular mandates life
insurers to meet escalating targets for rural
lives/dwellings (e.g., minimum percentages via
Gram Panchayats) and social sector coverage.
Reporting involves councils for allocation and
verification.

I RDAI also released several discussion papers/
draft guidelines on topical matters pertaining to
the ordinary course of business and operations.

10. Solvency

Solvency represents the Company's financial
capacity to meet its policyholder obligations and
other liabilities in full over the long term, measured
through the solvency ratio as prescribed by
regulatory requirements.

The solvency ratio is calculated as specified in
the IRDAI (Assets, Liabilities and Solvency Margin
of Insurers) Regulations, 2016.

As compared to the IRDAI minimum requirement
of 150%, the Company's Solvency Ratio as of
March 31, 2026, was 177%.

11. Dividend Distribution Policy

The Board has formulated and adopted a
'Dividend Distribution Policy' ("Policy") in terms of
Regulation 43A of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('SEBI Listing
Regulations. The said policy is hosted on the
website of the Company https://www.hdfclife.
com/about-us/Investor-Relations.

Dividend:

Based on the parameters as laid down in the
Policy, the Board has recommended a final
dividend of ' 2.10/- per equity share of face
value of ' 10/- each, subject to approval of the
members of the Company at the ensuing Annual
General Meeting (AGM) scheduled to be held
on Thursday, July 16, 2026. The dividend pay-out
ratio for the year ended March 31, 2026 is 24%.

The record date fixed for determining entitlement
of members to final dividend, if approved at the
AGM is June 19, 2026.

12. Transfer to Reserves

The Company carried forward profit after tax
of ' 1,910 crore, earned during the year ended
March 31, 2026, to the reserves. The accumulated
profit of the Company was ' 11,088 crore as at
March 31, 2026.

13. Share Capital and Debentures

The issued, subscribed and paid-up share
capital of the Company as at March 31, 2026, was
'21,57,81,95,360 comprising 2,15,78,19,536 equity
shares having face value of ' 10/- each.

During the year, the Company has allotted
48,31,349 equity shares pursuant to the exercise of
Options under its various Employee Stock Option
Schemes ('ESOS'). The equity shares allotted
under ESOS rank pari-passu with existing equity
shares issued and allotted by the Company.

Debentures

a) Issue of Non-Convertible Debentures
('NCDs')

The Company has allotted 74,900 unsecured
NCDs, each having a face value of '1,00,000
for an aggregate nominal value of '749
crore issued in the nature of 'subordinated
debt' in accordance with IRDAI (Registration,
Capital Structure, Transfer of Shares and
Amalgamation of Insurers) Regulations,
2024 and other applicable laws/rules and
regulations.

As on March 31, 2026, the Company has
'3,099 crore outstanding unsecured NCDs.

NCDs are listed on the new debt market
segment of the National Stock Exchange of
India Limited.

b) Redemption of NCDs

During the year, the Company redeemed
in full, 6,000 NCDs aggregating up to ' 600
crore on July 29, 2025.

c) Interest payment

The Company had paid annual interest to
all the debenture holders on due date as
mentioned below:

*As per the Business Day Convention, the coupon
payment was made on the following business day.

There was no unclaimed interest amount
lying with the Company and No deviation or
variation in the utilization of proceeds of the
NCDs by the Company.

d) Credit Rating

During the year, the rating agencies viz., ICRA
Ltd., CRISIL Ltd. and CARE Ratings Ltd. have
re-affirmed/assigned the below allotted
ratings in favor of the NCDs issued by the
Company:

“[ICRA]AAA (Stable)", by ICRA Ltd.,

“CRISIL AAA/ Stable", by CRISIL Ltd.; and

“CARE AAA; Stable", by CARE Ratings Ltd.

“AAA" rating denotes the highest degree
of safety with respect to timely servicing of
financial obligations and indicates minimal
credit risk.

14. Transfer of unclaimed dividend and shares
to Investor Education & Protection Fund
(IEPF)

The details with respect to the transfer of
unclaimed dividend and/ or shares to the IEPF,
forms part of the Corporate Governance Report.

15. Subsidiary and Associate Companies

Except for the below mentioned wholly - owned
subsidiaries, during FY 2025-26 and as of the
date of this report, your Company does not have
any other subsidiary or an associate company or
a joint venture company.

(ii) HDFC International Life and Re Company Limited
(HDFC International)

As a Life & Health reinsurer incorporated in the
Dubai International Financial Centre (DIFC)
and regulated by the Dubai Financial Services
Authority (DFSA), HDFC International has
established a growing presence across
several international markets.

HDFC International provides reinsurance
solutions across life and health through treaty
and facultative arrangements. These services
support a broad range of insurance product
lines, including individual life insurance, group
life insurance, group credit life insurance, health
insurance and travel insurance. The Company
remains focused on delivering solution-centric
and value-added offerings to its ceding partners,
enabling insurers to enhance and expand their
business across target markets.

In addition to its DIFC headquarters, HDFC
International has established an overseas
branch at GIFT City - International Financial
Services Centre (IFSC), operating under the brand
name "HDFC Life International." The branch has
completed 32 months of commercial operations
as of March 31, 2026 and continues to demonstrate
encouraging momentum in its business activities.
From its base in GIFT City, IFSC, the branch offers
US dollar-denominated life & health insurance
products and solutions to non-resident Indians
across the globe, further strengthening the
Company's international presence and its ability
to serve customers in global markets.

The Company has demonstrated steady growth
under IFRS 4 AS, since its inception, with its gross
written premiums (GWP) reaching USD 55.37
million in FY 2025-26, registering a 63% year-on-
year growth and maintaining a consolidated
profit position.

Further, S&P Global Ratings assigned
an Insurer Financial Strength Rating of
"BBB" to HDFC International for the eighth
consecutive year. Apart from S&P Global Ratings,
AM Best Ratings assigned a Financial Strength
Rating of B (Good) and a Long-Term Issuer
Credit Rating of "bbb" (Good) for the second
consecutive year. The outlook assigned to both
these Credit Ratings are Stable.

Furthermore, HDFC International received its
certification on ISO/ IEC27001:2022 for Information
Security Management Systems (ISMS)
underscoring its commitment to excellence in
technology and services.

16. Directors and Key Managerial Personnel

The Board has been constituted in compliance
with the provisions of the Companies Act, 2013
and the Rules made thereunder, SEBI Listing
Regulations and IRDAI (Corporate Governance
for Insurers) Regulations, 2024 and Master
Circular on Corporate Governance for Insurers,
2024 ("IRDAI CG Regulations").

As on March 31, 2026, the Board comprises
11 Directors viz., 2 Non-Executive Directors, 6

Independent Directors and 3 Executive Directors
thereby ensuring an appropriate mix of Executive,
Non-Executive and Independent Directors on the
Board.

(a) Changes in Board Composition

During FY 2025-26, changes in the composition
of the Board, along with the proposed changes,
are set out below:

• Appointment of Director

Mr Vineet Arora (DIN: 07948010)

The Board, at its meeting held on April 17, 2025,
appointed Mr Vineet Arora as an Additional
Director, categorised as a Whole-time
Director and designated as Executive
Director & Chief Business Officer, with effect
from May 1, 2025, for a term of 3 consecutive
years. The Members of the Company, at
the AGM held in July 2025, considered and
approved the said appointment.

Mr Vineet Arora has been associated with
the Company since November 2022 and
he brings with him over three decades of
rich and diverse experience across sectors
including FMCG, consumer durables,
banking, wealth management and life and
general insurance and has played a key role
in scaling businesses and driving growth
across organisation.

• Re-appointment of Director
Mr Niraj Shah (DIN:09516010)

Mr Niraj Shah has been associated with
HDFC Life as Chief Financial Officer since
February 2019. He was subsequently elevated
as Whole-time Director and designated as
"Executive Director & Chief Financial Officer"
w.e.f April 26, 2023 for a period of 3 years.

Mr Niraj Shah oversees finance, product
development and process excellence.
He has over 27 years of experience in
financial services, primarily in life insurance,
corporate finance advisory and audit.

In order to reap the benefits of the continued
leadership of Mr Niraj Shah and considering
the contribution made by him to the growth
and progress of the Company over the
years and based on the evaluation of his
performance and also skills, experience
and the knowledge that he brings to the

Company, the Board of Directors, based
on the recommendation of the Nomination
& Remuneration Committee, had at its
meeting held on April 16, 2026, considered
and approved the re-appointment of
Mr Shah w.e.f April 26, 2026, for a period of
five (5) years, subject to approval of the IRDAI
and members at the ensuing AGM.

Mr Niraj Shah has not been debarred from
holding the office of Director by virtue of
any order passed by SEBI or any other such
authority.

The resolution for re-appointment of Mr Shah
along with his brief profile has been included
in the Notice of the 26^th AGM, for approval of
the members.

• Retirement by Rotation

In accordance with provisions of the
Companies Act, 2013, Mr Kaizad Bharucha
(DIN: 02490648), Non-Executive Nominee
Director, being longest in office since his
last appointment, retires by rotation and is
eligible for re-appointment at the 26^th AGM.
A resolution seeking members approval for
his re-appointment forms part of the Notice
of the 26^th AGM.

(b) Independent Director Declarations

As on March 31, 2026, there are 6 Independent
Directors on the Board of the Company, including
1 Woman Director.

In terms of Regulation 25(8) of SEBI Listing
Regula tions, the Ind ependent Directors have
confirmed that they are not aware of any
circumstance or situation, which exists or may
be reasonably anticipated, that could impair
or impact their ability to discharge their duties
with an objective independent judgement and
without any external influence. Based upon the
declarations received from the independent
Directors, the Board have confirmed that they
meet the criteria of Independence as mentioned
under Section 149(6) of the Act and Regulation
16(1) (b) of SEBI Listing Regulations and that they
are Independent of the Management.

Further in terms of Section 150 read with Rule 6 of
the Companies (Appointment & Qualification of
Directors) Rules, 2014, as amended, Independent
Directors has registered their names in the data

bank of Independent Directors maintained with
the Indian Institute of Corporate Affairs (IICA).
There has been no change in the circumstances
affecting their status as Independent Directors of
the Company.

(c) Key Managerial Personnel (KMP's) and
changes, if any

• Change in Company Secretary & Compliance
Officer

Pursuant to IRDAI CG Regulations, 2024, insurers
are required to ensure independence of
control functions including compliance, risk
management, audit, actuarial and secretarial
functions. Further, in view of the clarification
received from IRDAI and in alignment with the
principles set out in the Master Circular on
Corporate Governance which, inter alia, mandate
segregation of key managerial functions, Mr
Narendra Gangan, who was serving as General
Counsel, Chief Compliance Officer & Company
Secretary, ceased to hold the office of Company
Secretary with effect from the close of business
hours on July 16, 2025. Mr Gangan continues
to serve the Company as General Counsel &
Chief Compliance Officer in accordance with
applicable IRDAI regulations.

Further, based on the requirement under the
aforesaid regulatory framework, Mr Nagesh Pai,
Senior Vice President - Secretarial & Compliance,
was appointed as the Company Secretary (Key
Managerial Personnel) & Compliance Officer
of the Company, in terms of the SEBI Listing
Regulations and the SEBI (Prohibition of Insider
Trading) Regulations, 2015, with effect from July 17,
2025.

• Change in Chief Human Resources Officer
(CHRO)

Mr Vibhash Naik, CHRO of the Company,
transitioned to the role of CHRO of HDFC
Bank Limited pursuant to the transfer of his
employment from the Company. Accordingly, his
resignation from the Company became effective
from January 30, 2026.

The Board placed on record its sincere
appreciation for the valuable contributions
made by Mr Naik during his tenure with the
Company and wishes him continued success in
his future professional endeavours.

Further, based on the recommendation of the
Nomination & Remuneration Committee, the
Board have approved the appointment of Mr
Vijay Vaidyanathan as CHRO w.e.f April 1, 2026.
Mr Vaidyanathan shall form part of the Senior
Management Personnel of the Company.

Details of KMP

In terms of the provisions of Sections 2(51)
and 203 of the Act, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following employees
were holding the position of KMP of the Company
as on March 31, 2026:

#Appointed with effect from May 01, 2025
* Appointed with effect from July 17, 2025

I n terms of the IRDAI CG Regulations, 2024, the
following senior management employees were
holding positions of KMPs as on March 31, 2026:

(d) Performance Evaluation

Pursuant to the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the
Company had carried out the annual evaluation
of the Board, Board committees and individual
Directors including the Chairman. Further, the
Independent Directors met separately, without
the attendance of non-Independent Directors

and members of the management and inter alia
reviewed the performance of non-Independent
Directors and Board as a whole; and performance
of the Chairman.

The evaluation process inter alia broadly covered
the following parameters:

Board:

- Board composition, diversity, skills,
experience and independence;

- Frequency of the Board meeting and
participation;

- Ethical standards, integrity and compliance;

- Adequacy of agenda and other materials
provided;

- Adequacy of Board process and recording of
minutes of the meeting;

- Evaluation of performance and the quality,
quantity and timeliness of flow of information.

Board Committees:

- Composition and working procedures of the
committee;

- Optimum mix of expertise and experience;

- Adequacy of frequency of the Committee
meetings;

- Adequacy of independence of the
Committee from the Board;

- Adequacy of information placed in agenda
and recording of minutes;

- Adequacy of Committee's recommendations
contribute effectively to decisions of the
Board.

Directors:

- Attendance and participation in Board,
Committee and General meetings;

- Business knowledge and understanding of
the industry

- Approachability and availability;

- Focus on representing shareholders'

interests and enhancing shareholder value;

- Fulfilling criteria of independence.
Chairman:

- Effective leadership to the Board;

- Attendance and participation in Board and
Committee meeting;

- Effective communication with other Board
Members;

- Meaningful and constructive contributions
and inputs in meetings.

Outcome of the Board Evaluation

The Independent Directors expressed
their satisfaction on the performance and
effectiveness of the Board, all the Committees,
Non-Independent Board Members and the
Chairman and on the quality, quantity and
timeliness of flow of information between
the Company management and the Board.
Nomination & Remuneration Committee also
undertook an evaluation of individual Director's
performance and expressed its satisfaction on
the performance of each Director.

There have been no material observations,
consequent to such evaluation and review.

The evaluation process re-affirmed the Board's
satisfaction with the Company's ethical
standards, the cohesive functioning of the
Board, the responsiveness of the Board and
management to challenges and management's
transparent engagement with the Board on
strategic matters.

It has inter alia identified the following focus
areas:

a) Focus on ESG and sustainability-related
matters, considering their increasing
relevance to long-term value creation and
stakeholder expectations; and

b) Oversight over the Company's information
technology strategy, technology and digital
initiatives, and other related matters.

(e) Process of Directors' Appointment and
Remuneration and other Details

The Nomination & Remuneration Committee
("NRC"), prior to making its recommendation to
the Board, evaluates candidates for appointment
or reappointment as Directors based on various
parameters, including: (a) skills and experience
aligned with the Company's current and future
requirements; (b) independence and other
criteria prescribed under applicable laws and

regulations; (c) diversity of background, expertise
and perspective; (d) reputation for integrity
and sound judgment; and (e) disclosures and
confirmations furnished by the candidate.

Based on the declarations and information
received from the candidate and its own
evaluation and scrutiny, if the NRC is satisfied that
the candidate is eligible and fit for appointment
as a Director, it recommends the same to the
Board for its consideration.

The Board, based on the recommendation
of the NRC, may approve the appointment
of the Director, subject to the approval of the
shareholders and IRDAI, wherever applicable

(f) Policy on Remuneration of Directors

Pursuant to the provisions of Section 178 of
the Companies Act, 2013 and Regulation 19
of the SEBI Listing Regulations and IRDAI CG
Regulations, 2024, the Company has formulated
a Remuneration Policy which lays down the
framework for remuneration of Directors and Key
Managerial Personnel.

The Policy is hosted on the website of the
Company at https://www.hdfclife.com/about-
us/Investor-Relations.

The Company has not granted stock options to
any of its Non-executive Directors.

Further details about remuneration to Directors
including Whole-time Directors are provided
under the report on Corporate Governance which
is enclosed as 'Annexure 1' and forms part of this
report.

(g) 'Fit and Proper' Criteria for Directors

I n accordance with IRDAI CG Regulations, 2024,
the Directors of insurers have to meet the 'Fit and
Proper' criteria. Accordingly, all the Directors of
the Company have confirmed compliance with
the same.

Your Company had received declarations
from the Directors in terms of Section 164 of the
Companies Act, 2013 confirming that they are not
disqualified from being appointed as Director of
any company.

Further, based on the disclosures and
confirmations received from the Directors, the
Board is of the opinion that the Directors of the

Company are eminent persons with integrity
and have necessary expertise and experience to
continue to discharge their responsibilities as the
Director of the Company.

(h) Directors & Officers (D&O) Liability Insurance

The Company has in place D&O Liability Insurance
for all its Directors (including Independent
Directors) and Senior Management Team for
such quantum and risks as determined by the
Board in line with Regulation 25(10) of the SEBI
Listing Regulations.

(i) Meetings of the Board and its Committees,
attendance and constitution of various
Committees

In compliance with the provisions of the
Companies Act, 2013 the SEBI Listing Regulations
and, IRDAI CG Regulations, 2024, the Board has
constituted the following Committees to ensure
effective governance, regulatory compliance,
and oversight of the Company's operations:

1. Audit Committee

2. Capital Raising Committee

3. Corporate Social Responsibility & ESG
Committee

4. Investment Committee

5. Nomination & Remuneration Committee

6. Policyholder Protection, Grievance Redressal
and Claims Monitoring Committee

7. Risk Management Committee

8. Stakeholders' Relationship Committee

9. With Profits Committee

The details of meetings of the Board/Committees
held during the year, attendance of the Members
there at and constitution of the Committees,
forms part of the Corporate Governance Report,
which is enclosed as 'Annexure 1' and forms part
of this report.

During the year, all recommendations of the
Committees were noted by the Board.

(j) Succession Planning

The Company has a well-defined succession
planning process to mitigate the risk associated
with critical vacancies due to attrition and ensure
seamless business continuity. A structured
framework is in place for identifying key roles and

measuring the depth of leadership cover for each
role by identifying successors who can move to
the role either immediately or over a period, or by
restructuring the role to mitigate vacancy risk and
ensure business continuity, where successors are
not immediately available to fill the vacancy.

The Nomination & Remuneration Committee
('NRC') oversees matters related to Company's
succession planning to ensure orderly and
seamless leadership transition with an end-
objective to build a Board which is diverse,
future-ready and addresses the long-term
requirements of the Company.

17. Risk Management Framework

The Company acknowledges that risk is inherent
to its business and that effective identification,
assessment, monitoring and reporting of risks are
critical to creating and protecting shareholder
value. To this end, the Company has established
a comprehensive Risk Management Strategy and
framework to systematically identify, measure,
monitor and mitigate material risks across the
enterprise

A Board has approved the Risk Management
Policy, which is periodically reviewed and
provides the foundation for the Company's
risk management systems and procedures.
This policy ensures that all material risks faced
by the Company are appropriately mitigated.
Detailed information about the Company's risk
management architecture can be found in the
Risk Management section of this Report.

18. Internal Audit Framework

The Company has a robust and comprehensive
internal audit framework and independent
review mechanism across all the processes
and systems to ensure reliability of financial
reporting, timely feedback on achievement of
operational and strategic goals and, compliance
with the applicable policies, procedures, laws
and regulations.

The internal audit function works closely with
other governance functions, considering relevant
material inputs from the risk management
framework, compliance reports and external
auditor reports, etc. Internal audits are
conducted by in-house internal audit team and
also by the independent co-sourced auditors
(external chartered accountant firm) under the

supervision of the Audit Committee. The internal
audit function reports key findings and the
follow up status on these findings to the Audit
Committee on quarterly basis. An Internal Audit
Charter and Internal Audit Policy duly approved
by the Audit Committee is in place, which
provides guidance on the audit process, scope
of work, accountability, reporting, responsibility,
authority and periodic assessment of the internal
audit framework. The internal audit function
also facilitates management self-assessment
of adequacy of internal financial controls and
operating effectiveness of such controls as
required under Sarbanes Oxley (SOX) Act and the
Companies Act, 2013.

As required under the applicable IRDAI
Regulations an Independent Chartered
Accountant firm appointed by the Audit
Committee carries out the concurrent audit of
investment operations as per guidance note
on internal/ concurrent audit of Investment
functions of insurance companies, issued by
the Institute of Chartered Accountants of India.
Any significant findings in the concurrent audit
are also presented to the Audit Committee and
Investment Committee.

19. Internal Financial Controls

The Company has a robust internal control
mechanism across key processes and systems.
The Company has put in place adequate policies
and procedures to ensure that the system of
internal financial control is commensurate with
the size, scale and complexity of its operations.
These systems provide a reasonable assurance
in respect of providing financial and operational
information, complying with the applicable
statutes, safeguarding of assets, prevention and
detection of frauds, accuracy and completeness
of accounting records and ensuring compliance
with corporate policies.

The internal audit, in addition to evaluating
compliance to policies, regulations, processes
etc., also test and report adequacy of internal
financial controls with reference to the financial
reporting/ statements.

20. Vigil Mechanism/ Whistle Blower Policy

The Company is committed to fostering a
culture of openness and transparency in its
operations and interactions with all stakeholders.
Pursuant to Section 177(9) of the Companies

Act, 2013 and Regulation 22 of the SEBI Listing
Regulations, the Company is mandated to put in
place a vigil mechanism that enables Directors
and employees to report legitimate concerns.

The Whistle Blower Policy ("Policy") has been
framed to provide a structured framework
through which such concerns can be raised,
examined impartially and resolved effectively.
The Policy is intended to encourage employees
and stakeholders to raise issues in good faith
without fear of retaliation, discrimination, or any
form of prejudice. It applies to all employees of
the Company, including Directors, as well as
other stakeholders. The Policy facilitates reporting
of violations of applicable laws, statutes, or
regulations; matters relating to accounting
policies and practices; actions leading to
financial loss or reputational damage; abuse of
authority; suspected or actual fraud or criminal
conduct; and non-adherence to anti-bribery
and anti-corruption policies.

I n addition, the Policy covers instances involving
the leakage of unpublished price sensitive
information (UPSI) under the applicable SEBI

Regulations or any other information specified
under applicable laws or regulations, as amended
from time to time. All such complaints are placed
before the Audit Committee for appropriate
review.

As per the provisions of the Policy, no employee
has been restricted or prevented from
approaching the Audit Committee.

Further details of the Policy are provided in the
Report on Corporate Governance and forms
part of this Report. The Policy is hosted on the
Company's website at https://www.hdfclife.com/
aboutus/Investor-Relations

21. Particulars regarding Conservation of
Energy, Technology Absorption andForeign Exchange Earnings and Outgo

A. Conservation of Energy

In view of the nature of business activity of
the Company, the information relating to the
conservation of energy, as required under
Section 134(3) and Rule 8(3) of Companies
(Accounts) Rules, 2014, is not applicable to
the Company.

C. Foreign Exchange Earnings and Outgo

22. Consolidated Financial Statements

In accordance with Section 129(3) of the
Companies Act, 2013 and Regulation 34 of the
SEBI Listing Regulations, consolidated financial
statements have been prepared in accordance
with the applicable accounting standards
issued by Institute of Chartered Accountants
of India and forms part of financial statements.
Further, a statement containing salient features
of the financial statements of the subsidiaries
in the prescribed Form AOC-1 forms part of the
financial statements.

23. Compliance on Maternity Benefit Act, 1961

The Company has complied with the applicable
provisions of Maternity Benefit Act, 1961 for female
employees with respect to leaves and maternity
benefits thereunder.

24. Swabhimaan - Corporate Social
Responsibility (CSR) & Environmental,
Social and Governance (ESG)

Swabhimaan, HDFC Life's CSR initiative, is the
umbrella under which the company undertakes
its corporate social responsibility programs.
Guided by the ethos of 'Sar Utha Ke Jiyo', the
interventions aim to uplift communities and
enable sustainable outcomes.

The Company is committed to supporting
inclusive and sustainable development by
empowering underserved communities through
focused interventions.

Aligned with Section 135 of the Companies Act,
2013, the UN Sustainable Development Goals and
India's National Development Agenda, HDFC Life's
CSR initiatives focus on:

• Education & Livelihood

• Healthcare & Sanitation

• Environmental Sustainability

• Others- Support to Armed Forces and Sports

These programs are in line with Schedule VII
of the Companies Act, 2013 designed to foster
holistic development and strengthen community
capability and self-reliance.

The Company undertakes CSR activities through
strategic partnerships and direct programs, with
a strong emphasis on governance, accountability
and long-term impact. The CSR Policy provides
the framework for undertaking CSR initiatives in
accordance with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as
amended. The programs are identified and
evaluated by the Head of CSR, supported by the
monitoring and evaluation team and are placed
before the Board CSR & ESG Committee for review,
guidance and approvals from the company's
Board. The Committee oversees implementation
and confirms compliance with the CSR Policy and
statutory requirements.

25. Annual Return

Pursuant to Sections 92(3) and 134(3)
(a) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management
and Administration) Rules, 2014, the draft
Annual Return for the financial year ended
March 31, 2026 is available on the Company's
website at https://www.hdfclife.com/aboutus/
Investor-Relations.

26. Statutory Auditors

a. Statutory Auditors and Audit Report

M/s G.M. Kapadia & Co., (Firm Registration
No. 104767W) and M/s BSR & Co., LLP (Firm
Registration No. 101248W/W-100022), are
the Joint Statutory Auditors and their report
thereof forms part of this report, which does
not contain any qualification, reservation,
adverse remark or disclaimer for the period
under review.

Audit observations, if any and corrective
actions taken by the Management are
required to be presented to the Audit
Committee.

Change in one of the Joint Statutory
Auditors

The Board at its meeting held on January 15,
2026, approved the appointment of M/s KKC
& Associates LLP (formerly Khimji Kunverji
& Co. LLP), Chartered Accountants (Firm
Registration No.: 105146W/W100621), as one

of the Joint Statutory Auditors. The proposed
a ppointment is for a term of 4 consecutive
years, commencing from the conclusion of
the 26^th AGM until the conclusion of the 30^th
AGM, subject to the approval of the Members.

The appointment follows the completion
of the term of M/s G.M. Kapadia & Co.,
Chartered Accountants, who shall retire as
Joint Statutory Auditors at the conclusion of
the ensuing 26^th AGM, in accordance with the
applicable provisions of the Companies Act,
2013 and the Rules made thereunder.

The resolution seeking members' approval
for the appointment of M/s KKC & Associates
LLP, along with details and profile of the firm,
forms part of the Notice convening the 26^th
AGM.

b. Secretarial Auditor and Secretarial Audit
Report

I n terms of Section 204 of the Companies
Act, 2013 and Rules made thereunder and
Regulation 24A of the SEBI Listing Regulations,
M/s Mehta & Mehta, Company Secretaries,
(Firm's Registration no.: P1996MH007500)
were appointed as Secretarial Auditors of
the Company at the 25^th Annual General
Meeting for a period of 5 years.

The Secretarial Audit Report in the prescribed
Form MR-3 for the financial year ended
March 31, 2026 is annexed to this Report as
'Annexure 3'.

There are no qualifications, reservations, or
adverse remarks made by the Secretarial
Auditor in their report.

27. Reporting of frauds

During the year, there have been no instances of
fraud reported by the Joint Statutory Auditors to
the Audit Committee / Board, pursuant to Section
143(12) of the Companies Act, 2013 and the Rules
made thereunder.

28. Related Party Transactions (RPTs)

Pursuant to Section 177 read with Section 188 of
the Act, the Audit Committee reviews the RPT on
a quarterly basis. All the RPTs entered during the
year under review were in the ordinary course
of business and on an arm's length basis, there
by not requiring a separate Board/ members'
approval.

Further, members approval was taken as per the
requirement of SEBI Listing Regulations in the 25^th
AGM held on July 16, 2025, for material RPTs with
HDFC Bank Limited, which were in the ordinary
course of business and on an arm's length basis.

The RPT Policy is hosted on the Company's
website at: https://www.hdfclife.com/aboutus/
Investor-Relations.

M/s B.K. Khare & Co., Chartered Accountants,
have reviewed the RPTs for FY 2025-26 and their
report(s) were placed before the Audit Committee,
along with details of such transactions.

During the year, there were no material
transactions with related parties, which were
not in the ordinary course of business and not
at arm's length basis. Accordingly, no disclosure
is made in respect of in Form AOC-2 in terms of
Section 134 of the Companies Act, 2013 and Rules
framed thereunder.

As per the requirements of the Accounting
Standards (as) - 18 issued by the Institute of
Chartered Accountants of India on 'Related Party
Disclosures', the details of RPTs entered into by the
Company are covered under the 'Notes forming
part of the financial statements'.

29. I ND AS Roadmap

Based on the IRDAI's email dated
October 10, 2024, the Company was identified
under phase 1 to implement IND AS standards.
Accordingly, the Company had initiated the IND
AS project implementation and updated its Audit
Committee and the Board on the progress.

As required by IRDAI, during FY 2025-26, the
Company has also submitted proforma IND AS
financials for FY 2023-24 and FY 2024-25 with
limited review report by an independent firm of
Chartered Accountants Actuarial.

Consequent to IRDAI notification dated March 30,
2026, on the implementation of IND AS with effect
from April 1, 2026, the Company has reassessed
its progress on the system readiness for IND
AS implementation along with the project
timelines. Based on the complexity of the
project and its implementation timelines, the
Company has sought forbearance from IRDAI for
implementation from April 1, 2027.

30. Legal Update

There are no significant and material orders
passed by the regulators, courts or tribunals
that impacted the going concern status of the
Company, or which can potentially impact the
Company's future operations.

31. Material changes and commitments
affecting the financial position

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

32. Secretarial Standards

The Company has complied with Secretarial
Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India.

33. Maintenance of Cost Records

Being an Insurance Company, the Company is
not required to maintain cost records.

34. Change in the nature of business

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

35. Deposits

The Company has not accepted any deposits
under Chapter V of the Companies Act, 2013
during the year under review and hence
provisions of the Companies Act, 2013, relating to
acceptance of public deposits are not applicable
to the Company.

36. Loans, Guarantees or Investments

The provisions of Section 186 of the Companies
Act, 2013 except sub-section (1) relating to loans,
guarantees and investments are not applicable
to the Company.

37. Employee Stock Option Schemes

Your Company has implemented various
Employee Stock Option Schemes ('ESOP') and
Performance Restricted Stock Unit ('PRSU') to
attract, retain and incentivise talent.

These Schemes are designed to enable
broader participation across various levels of

the organisation and to extend stock-based
incentives beyond senior management, based
on defined performance criteria. The Schemes
aim to foster a performance-oriented culture
and align employee interests with the Company's
long-term objectives and shareholder value
creation.

Further, these schemes are also designed to
enable broader participation across various levels
of the organisation (including its subsidiaries)

There has been no material variation in the
terms of the options granted under any of the
ESOP/ PRSU Schemes and all the Schemes are
in compliance with SEBI (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021
("SBEB Regulations").

The annual certificate on compliance with SBEB
Regulations, issued by the Secretarial Auditors
of the Company is being made available for
inspection at the forthcoming AGM.

During the year, there were no instances of loan
granted by the Company to its employees for
purchasing/ subscribing its shares.

The statutory disclosures as mandated under
the SBEB Regulations, have been hosted on the
website of the Company at https://www.hdfclife.
com/about-us/lnvestor-Relations.

38. Disclosure under Sexual Harassment of
Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has instituted an Apex Committee
and four Zonal Internal Committees (iCs) for
redressal and timely management of sexual
harassment complaints. The central Apex
Committee is chaired by a senior woman leader
of the Company. The Committee also has four
external senior representative members who
are subject matter experts. All zonal ICs have
minimum of 50% women representatives and
their functioning is overseen by the central Apex
Committee. The Risk Management Committee
of the Board is periodically updated on matters
arising out of the Policy/Framework.

Prevention and Redressal of Sexual Harassment
(PRSH) Policy and Awareness:

The Company upholds a zero tolerance
approach to sexual harassment and is
committed to maintaining a safe, dignified
and inclusive workplace for all employees.
The PRSH Policy is gender neutral and applicable
to all individuals irrespective of gender identity,
sexual orientation, employment status, or
work arrangement, including remote and
workfromhome settings.

During the year, the Company undertook
several governance and awareness initiatives
to strengthen prevention and compliance under
the PRSH framework:

• A structured PRSH awareness campaign
was deployed across the organization
using creative informational mailers to
strengthen employees' understanding of
what constitutes sexual harassment at the
workplace and to reinforce expectations
around acceptable workplace conduct.

• Based on an analysis of complaint trends
over the past two years, targeted classroom
sensitization sessions were conducted
in identified high-risk (red-geography)
locations to address specific awareness gaps
and enhance behavioural understanding.

• All employees were encouraged to complete
the mandatory PRSH training module hosted
on the Company's digital learning platform
(MLearn), supporting organization wide
compliance and sensitization.

• Comprehensive playbooks designed
for Internal Committee (IC) members
and Business HR (BHR) teams has been
circulated to facilitate better understanding
and consistent application of procedures.

• Refresher training for all Internal Committee
(ic) members was conducted to reinforce
their understanding of statutory obligations,
inquiry procedures, documentation
standards and best practices for ensuring
fair, unbiased and legally compliant
investigations.

These initiatives underscore the Company's
ongoing commitment to ensuring full compliance
with the Prevention and Redressal of Sexual
Harassment Act and upholding the highest
standards of employee safety and workplace
conduct.

Pursuant to the said Act, the details regarding
number of complaints received, disposed and
pending during the Financial Year 2025-26 are as
follows:

Note.

'The said complaints were resolved within defined TAT.

39. Framework on those charged with
governance (TCWG)

Pursuant to the circular issued by National
Financial Regulatory Authority Circular on
January 7, 2026, your Company has put in place
a framework to facilitate structured and effective
two-way communication between the Statutory
Auditors and TCWG. The framework has been
duly approved by the Audit Committee and the
Board.

40. Management Discussion and Analysis
Report ('MD&A') and Report on the
Corporate Governance

Pursuant to Regulation 34 of the SEBI Listing
Regulations, MD&A Report is presented in
separate sections and forms part of this report.

41. Integrated Reporting & Business
Responsibility and Sustainability Report

Your Company has prepared Integrated Annual
Report for FY 2025-26.

The Report presents a comprehensive view of the
Company's performance across financial and
non financial dimensions, enabling stakeholders
to gain a wellrounded perspective on the
Company's longterm strategy and sustainable
value creation.

I n accordance with the SEBI Listing Regulations,
the Company is glad to present to you it's 3^rd
Business Responsibility and Sustainability Report
for FY 2025-26.

42. Proceeding under Insolvency and
Bankruptcy Code, 2016

The Company has not filed any application under
the Insolvency and Bankruptcy Code, 2016 and no
proceedings were pending against the Company
during FY 2025-26.

43. Settlement with Banks/ FinancialInstitutions

The Company did not enter into one-time
settlement with the banks or financial institutions
during FY 2025-26. Accordingly, the disclosure is
not applicable.

44. Directors' Responsibility Statement

I n accordance with the requirements of Section
134 of the Companies Act, 2013 the Board of
Directors state that:

i. I n the preparation of the annual accounts,
the applicable accounting standards have
been followed, along with proper explanation
relating to material departures (if any);

ii. Such accounting policies have been selected
and applied consistently and judgments
and estimates made that are reasonable
and prudent, so as to give a true and fair
view of the Company's state of affairs, as on
March 31, 2026 and of the Company's profit
for the year ended on that date;

iii. Proper and sufficient care has been taken for
the maintenance of adequate accounting
records, in accordance with the provisions

of the Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

iv. The annual accounts have been prepared
on a going concern basis;

v. Internal financial controls have been laid
down to be followed by the Company and
such internal financial controls are adequate
and operating effectively; and

vi. Proper systems have been devised to
ensure compliance with the provisions of
all applicable laws and such systems were
adequate and operating effectively.

45. Appreciation and Acknowledgement

Your Directors place on records their gratitude
for all the policyholders, shareholders, customers,
distributors and business associates for reposing
their trust and confidence in the Company.
Your Directors would also take this opportunity to
express their appreciation for dedicated efforts
put in by the employees and for their untiring
commitment; and the senior management for
continuing success of the business in difficult
times.

Your Directors further take this opportunity to
record their gratitude towards HDFC Bank Limited,
Promoter of the Company for their continued
support and guidance and also to Insurance
Regulatory and Development Authority of India
('IRDAI'), Securities and Exchange Board of India
(''SEBI'), Ministry of Corporate Affairs ('MCA'),
Reserve Bank of India ('RBI'), Pension Fund
Regulatory and Development Authority ('PFRDA'),
Life Insurance Council, Stock Exchanges,
Depositories, Debenture Trustees and other
governmental and regulatory authorities for their
continued support and co-operation.

On behalf of the Board of Directors
HDFC Life Insurance Company Limited

Sd/-

Keki M. Mistry

Place: Mumbai Non-Executive Chairman

Date: April 16, 2026 (DIN:00008886)