The Board of Directors are pleased to present the Twenty-Sixth 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, 2026.

BUSINESS AND OPERATIONS Industry in FY2026

The non-life insurance industry landscape continued to evolve during FY2026, with a focus on improving industry efficiency, transparency and inclusivity. The regulator introduced several reforms aimed at protecting policyholders' interests while encouraging innovation, competition, and sustainable growth, in line with the vision of “Insurance for All by 2047.”

The non-life insurance industry reported Gross Direct Premium Income ("GDPI") of ^ 3,361.21 billion in FY2026 and delivered 18 Year Compound Annual Growth Rate ("CAGR") - GDPI (FY2008 to FY2026) of 14.5%. During FY2026, the growth in the Motor segment slowed down due to muted vehicle sales and continued pricing pressure, before recovering in the second half of the year supported by GST rationalization and festive season demand. Further, the Health segment continued to be the largest contributor to the general insurance industry product mix, followed by Motor segment, further aided by the exemption of GST on individual health insurance premiums announced during FY2026. The Commercial lines segment delivered moderate growth during FY2026, with momentum moderating in the second half of the year due to heightened competitive intensity and pricing pressure, particularly 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 9.3% in FY2026 as against growth of 6.2% in FY2025. The Combined Ratio for the industry increased to 119.3% in 9M-FY2026 as against 113.2% in 9M-FY2025 [Source: IRDAI, General Insurance Council and Public Disclosure].

Company in FY2026

The Company, in FY2026, further consolidated 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.

The Company remained focused on leveraging multiproduct, 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 and judicious investments of the proceeds coupled with customer centric approach.

During FY2026, the Company sharpened its technology strategy with a strong focus on data led and AI driven transformation, positioning the Company for the next phase of intelligent, scalable and insight driven growth. The Company continued to embed data, analytics and AI capabilities more deeply into its core business processes and customer interactions during the year to further operational excellence, improve decision-making and enhance customer engagement.

Further, Project Orion continues to be Company's flagship transformation programme, reshaping the Company's technology landscape to create scalable, future-ready platforms that strengthen both customer and partner experiences. A key milestone in this journey has been the upgrade of Company's core system through Artemis, which is built on TCS Bancs suite. By unifying functions such as policy administration, reinsurance and claims servicing into a single platform, Artemis aims to significantly simplify Company's technology ecosystem while enhancing reliability, responsiveness, and operational efficiency.

During FY2026, major product lines like retail health indemnity (including marquee Elevate offering) products, Group Health and Liability lines were successfully migrated to Artemis, marking important milestones in Company's enterprise wide transformation. The project Orion will continue to expand its impact across Health, Commercial, and Motor lines of business, deepening productivity and delivering a consistently superior experience for stakeholders.

During FY2026, Digital initiatives remained aligned with simplifying journeys, improving experience and enhancing productivity. Enterprise platforms across customer engagement, sales, distribution and operations continued to evolve, increasingly leveraging shared data and common services to deliver consistent experiences across channels.

IL OneForce emerged as a powerful enterprise-wide execution layer during the year, as the Company expanded its proprietary in-house productivity platform across the organisation. ILOneForce enabled a more structured partner engagement, streamlined processes, and provided real-time analytics and lifecycle management, giving leadership enhanced visibility and stronger execution oversight.

In FY2026, the Company issued 39.3 million policies and processed 3.4 million claims, as compared to 37.6 million policies issued and 3.2 million claims processed in FY2025. During FY2026, the Company registered GDPI growth on '1/n' basis of 7.0% as against industry growth of 9.3%. The Combined Ratio on '1/n' basis stood at 103.4% in FY2026 as compared to 102.8% in FY2025. On a 'n' basis, the Combined Ratio improved to 102.4% in FY2026 as compared to 102.6% 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 12.9% (GDPI basis) among private sector nonlife insurers in India including SAHI, while the overall market share of the Company is 8.5% (GDPI basis) among all non-life insurers in India in FY2026.

FINANCIAL RESULTS - OVERVIEW

The financial performance of the Company for FY2026 vis-avis FY2025 is summarised in the following table:

With effect from October 1, 2024, Long-term products are accounted on 1/n basis, as mandated by IRDAI. Hence, FY2026 and FY2025, 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, 2026, the financial position of the Company remained strong with a Solvency Ratio of 2.67 times. The Solvency Ratio of the Company as at March 31, 2025 was 2.69 times.

KEY REGULATORY CHANGES HAVING IMPACT ON FINANCIAL STATEMENTSImpact of New Labour Code

Pursuant to the notification of the four new Labour Codes by the Government of India viz. the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the “New Labour Codes”) which have been made effective from November 21, 2025 and pending issuance of the detailed Rules, the Company has reassessed its employee benefit obligations based on the revised definition of wages and expanded eligibility criteria under the New Labour Codes. Accordingly, the Company has appropriately recognised the resultant impact in its financial statements.

OUR REACH

During the year, the Company expanded its reach by opening 17 new branches across various locations and relocated 15 branches. The Company reaches its customers through 341 branches in 28 States & 7 Union territories as on March 31, 2026. The Company has 15,008 employees and 157,101 individual agents including Point of Sales (POS) as on March 31, 2026, to cater to the needs of customers. The Company’s 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) and Machine Learning (ML) to streamline operations and enhance claims processing. The Company’s technology driven approach includes omni-channel claim registration via. WhatsApp chatbot, email, mobile apps and the Company's 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 a dedicated 24/7 help desk to guide customers for faster claims settlement process. Initiatives such as IL Sahayak have further strengthened on-ground support, enhancing customer confidence during critical moments.

The “One IL One Call Centre” initiative continues to deliver strong momentum in the Company's transition towards a digital first Do-It-Yourself (DIY) servicing model. During the year under review, the Company witnessed structural shift towards digital servicing with the overall share of service transactions handled digitally across voice and chat increasing to around 69% in March 2026, up from 40% in March 2025. This progress has been enabled by the Company’s AI intervention through various bots which has helped customers adopting DIY service modes. As a result, the Company has achieved improvements in turnaround times, service consistency and productivity. Additionally, the Company’s Claims Net Promoter Score (NPS) for the Health and Motor segment improved to 71 in FY2026 compared to 68 in FY2025.

The Company continue to elevate customer experience by reimagining journeys around simplicity, speed and transparency, supported by a deeply integrated digital ecosystem. The Company’s “One IL One Digital” initiative enablesseamlessengagementacross platforms, strengthening consistency and ease across the customer lifecycle.

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

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

DIVIDEND AND RESERVES & SURPLUS

The profit after tax for FY2026 is ^ 27.72 billion. The profit available for appropriation is ^ 95.31 billion after taking into account the balance of profit of ^ 67.59 billion brought forward from the previous year. The details of reserves and surplus as on March 31, 2026 including additions, if any are provided in Schedule 6 of financial statements forming part of this Integrated Annual report.

During the year under review, the Company paid ^ 6.5 per equity share as an Interim Dividend for FY2026 i.e. at the rate of 65.0% of face value of ^ 10 each, aggregating to ^ 3.23 billion. The Board of Directors of the Company, at their Meeting held on April 15, 2026, 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 FY2026, to the Members of the Company for their approval. The Final Dividend will be paid electronically 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 or Register of Beneficial Owners as on the Record date fixed for this purpose. The dividend pay-out ratio for FY2026 is 24.3% as against 24.6% for FY2025.

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 prescribes the criteria of dividend declaration and payment based on financial parameters such as profitability, solvency margin position, capital position and applicable regulatory requirements 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 dividends after considering its solvency, capital position and profit available for distribution for FY2026 as prescribed under the Dividend Distribution Policy of the Company.

SHARE CAPITAL

The Authorised Share Capital of the Company as at March 31, 2026 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, 2026 is ^ 4,984,949,920 comprising of 498,494,992 equity shares of face value of ^ 10 each.

During the year under review, the Company allotted 2,657,117 equity shares of face value of ^ 10 each pursuant to exercise of stock options under the ICICI Lombard-Employees Stock Option Scheme-2005 and 111,398 equity shares of face value of ^ 10 each pursuant to exercise of stock units under the ICICI Lombard-Employees Stock Unit Scheme-2023. The equity shares allotted ranks pari-passu with existing equity shares of the Company. During the year under review, the Company has not issued any equity shares with differential voting rights or sweat equity shares.

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 financial statements 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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of the Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the Company does not have any subsidiary, Joint Venture or Associate Company as on March 31, 2026. Hence, the disclosure in Form AOC-1 is not applicable.

DEPOSITS

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

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

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

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, 2026, the Board of the Company consists of total eight (8) Directors, out of which five (5) are Non-executive, Independent Directors including one Woman Director, 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.

Changes in the composition of Board of Directors

As per the provisions prescribed by IRDAI, after attaining the age of 75 years, no person shall continue on the Board of the insurer. Suresh Kumar (DIN: 00494479), Non-executive, Independent Director of the Company, attained the age of 75 years on July 8, 2025. Accordingly, Suresh Kumar ceased to be Non-executive, Independent Director of the Company with effect from the close of business hours on July 8, 2025.

The Board placed on record their deep appreciation for the immense contributions made by Suresh Kumar during his tenure on the Board of the Company.

The Board of Directors of the Company, at their Meeting held on April 15, 2026, based on the recommendation of the Board Nomination and Remuneration Committee, appointed Shyam Srinivasan (DIN: 02274773) as an Additional Director in the category of 'Non-executive, Independent Director' of the Company for a term of five (5) consecutive years, with effect from April 15, 2026 to April 14, 2031, subject to approval of the Members of the Company. The Board based on the declarations submitted by Shyam Srinivasan opined that Shyam Srinivasan is a person of integrity and has the necessary knowledge, experience and expertise for being appointed as an Independent Director of the Company. The resolution seeking approval of the Members of the Company for his appointment as Non-executive, Independent Director of the Company, forms part of the Twenty-Sixth AGM Notice.

The terms and conditions of appointment of the Independent Directors in compliance with the provisions of the Act and SEBI Listing Regulations, are hosted on the website of the

Company and can be viewed at https://www.icicilombard. com/docs/default-source/policies-of-the-company/terms-and-conditions-of-appointment-of-independent-directors. pdf

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, 2026, 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, in FY2026, no common director was appointed on the Board of the Company. The Company is in compliance with the applicable provisions 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, 2026, as prescribed under the Master Circular on CG with IRDAI, 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 the applicable provisions of the Employees Code of Conduct of the Company. The Independent Directors have also given declaration of compliance with Rule 6(1) & 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board has taken on record the declarations received from the Independent Directors. 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 relating to their status as an Independent Director as specified in the Act and SEBI Listing Regulations and are independent of the Management.

Retirement by Rotation

I n terms of provisions of Section 152 of the Act, Sandeep Batra (DIN: 03620913) would retire by rotation at the forthcoming

AGM and is eligible for re-appointment. Sandeep Batra has offered himself for re-appointment. A resolution seeking Members approval for appointment of a Director in place of Sandeep Batra (DIN: 03620913) who retires by rotation and, being eligible, offers himself for re-appointment, is forming part of the Twenty-Sixth AGM Notice. Sandeep Batra is not disqualified from being appointed as a Director under Section 164 of the Act.

The profile and particulars of experience and expertise of Sandeep Batra along with details as required have been disclosed in the annexure to the Twenty-Sixth AGM Notice.

BOARD MEETINGS

During the year under review, Seven (7) 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 Committee(s) held during FY2026 along with composition of the Committee(s), terms of reference, attendance of Directors/ Committee Members thereat, constitution of the Board including name, qualification, field of specialization/core skills / expertise / competence, Directorship(s) held, etc. are provided in the Corporate Governance Report, forming part of this Report.

COMMITTEES OF THE BOARD

The Board has constituted the following 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.

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 and IRDAI CG Regulations, an annual performance evaluation had been carried out of the Board as a whole, its Committees, Chairperson of the Board and individual Directors both Executive and Non-executive including Independent Directors of the Company. 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 of the Company as on March 31, 2026, 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 Key Managerial Personnel as on March 31, 2026:

1.    Girish Nayak, Chief - Technology and Health 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, International & Bancassurance

6.    Gaurav Arora, Chief - Reinsurance, Underwriting & Claims, Property & Casualty

7.    Girish Sehgal, Chief - Customer Experience, Support & Operations

8.    Anand Singhi, Chief - Retail & Government

9.    Amit Kushwaha, Head-Legal & Chief Compliance Officer

10.    Steve Dsouza, Chief Risk Officer

During the year, there has been no change in Key Managerial Personnel and Key Management Persons of the Company.

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

The Framework for appointment of a Director, Key Managerial Personnel, Key Management Persons and Senior Management includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors, Key Managerial 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 Compensation Policy lays down guidelines on fixing compensation of employees including Key Managerial Personnel, Key Management Persons and Senior Management Personnel, Whole-time Directors including Managing Director & CEO 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/policies-of-the-company/policy-on-appointment-and-compensation-of-employees-and-framework-for- remuneration-to-non-executive-directors.pdf.

AUDITORSStatutory 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 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 re-appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants as one of the Joint Statutory Auditors of the Company for a second term of five (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.

The second term of PKF Sridhar & Santhanam LLP, Chartered Accountants would complete at the conclusion of the Twenty-Sixth AGM. The Audit Committee and the Board of Directors of the Company have placed on record their sincere appreciation for the professional services rendered by PKF Sridhar & Santhanam LLP, Chartered Accountants during their tenure as one of the Joint Statutory Auditors of the Company.

Pursuant to the Master Circular on CG, an audit firm which completes the tenure of four years at the first instance in

respect of an insurer may be reappointed as statutory auditors of that Insurer for another term after a cooling-off period of three years.

The Company invited proposals from reputed eligible chartered accountant firms. The Audit Committee after evaluating the proposals and considering various factors such as profile including size, experience, independence, and eligibility criteria prescribed under the Act and Master Circular on CG and being satisfied that qualifications and experience of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) is commensurate with the size and requirements of the Company, recommended to the Board appointment of B S R & Co. LLP, Chartered Accountants as one of the Joint Statutory Auditors of the Company for a term of four (4) consecutive years from the conclusion of Twenty-Sixth AGM till the conclusion of Thirtieth AGM.

Subsequently, the Board of Directors of the Company at their Meeting held on April 15, 2026, based on the recommendation of the Audit Committee approved and recommended appointment of B S R & Co. LLP, Chartered Accountants, as one of the Joint Statutory Auditors of the Company for a term of four (4) consecutive years from the conclusion of Twenty-Sixth AGM till the conclusion of Thirtieth AGM, to the Members for their approval.

B S R & Co. LLP, Chartered Accountants have expressed their willingness to act as one of the Joint Statutory Auditors of the Company. B S R & Co. LLP, Chartered Accountants have provided their consent and confirmed that they fulfill the conditions of eligibility to be appointed as one of the Joint Statutory Auditors of the Company, as required under the provisions of Sections 139 and 141 of the Act and Master Circular on CG. As required under the SEBI Listing Regulations, B S R & Co. LLP, Chartered Accountants, have also confirmed that they hold a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Walker Chandiok & Co. LLP, Chartered Accountants has also confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company and satisfy the prescribed eligibility and independence criteria as prescribed under the Act and Master Circular on CG.

Pursuant to the Master Circular on CG and applicable provisions of the Act, the Board of Directors of the Company at their Meeting held on April 15, 2026, based on the recommendation of the Audit Committee, approved and recommended to the Members to approve payment of ^ 16.3 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 FY2027 including fees for audit of financial statements of International Financial Services Centre Insurance Office (“MO”), 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 appointment of B S R & Co. LLP, Chartered Accountants as one of the Joint Statutory Auditors of the Company, for a term of four (4) consecutive years is forming part of the Notice of the Twenty-Sixth AGM. The brief profile of B S R & Co. LLP, Chartered Accountants is provided in the explanatory statement to the Notice of Twenty-Sixth AGM. Also, the resolution seeking Members approval for fixing audit remuneration of B S R & Co. LLP, Chartered Accountants and Walker Chandiok & Co. LLP, Chartered Accountants, for FY2027 is forming part of the Notice of Twenty-Sixth 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 FY2026 are provided below:

*Includes (a) ^ 3.0 million towards fees for review and audit of the Group Reporting Pack, required for consolidation of ICICI Bank's financial statements with those of its subsidiaries, (b) ^ 1.7 million towards review of Proforma Ind AS Financial Statements for FY2024 and FY2025 (c) ^ 1.4 million towards reasonable assurance of Business Responsibility and Sustainability Report Core for FY2026 and (d) ^ 4.7 million towards other certification fees.

The Company has not availed any other services except mentioned above, from the statutory auditors or its network entities/affiliated firms during the year under review.

Joint Statutory Auditors' Report

The Joint Statutory Auditors' Report for FY2026 on the financial statements of the Company forms part 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 and adverse remarks.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and Regulation 24A of the SEBI Listing Regulations, the Members of the Company at their Twenty-Fifth AGM held on June 30, 2025, had appointed Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800) as Secretarial Auditor of the Company for a term of five (5) consecutive years, to hold office from the conclusion of Twenty-Fifth AGM till the conclusion of Thirtieth AGM of the Company, to conduct Secretarial Audit from FY2026 to FY2030. Further, the Members of the Company has also approved remuneration of

^ 4,00,000/- (Rupees Four Lakhs Only) plus reimbursement of out of pocket expenses, if any and applicable taxes thereon for carrying out secretarial audit for FY2026, and for subsequent year(s) of their term, such remuneration as determined by the Board, based on the recommendation of the Audit Committee.

The Board of Directors of the Company, at their Meeting held on April 15, 2026, based on recommendation of the Audit Committee have approved the remuneration of ^ 4,40,000/- (Rupees Four Lakhs and Forty Thousand Only) plus reimbursement of out of pocket expenses, if any and applicable taxes thereon for carrying out secretarial audit for FY2027.

The Secretarial Audit Report for FY2026 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 also undertaken an audit for FY2026 for all applicable compliances as per the SEBI Listing Regulations and Circular / Guidelines issued thereunder. The Annual Secretarial Compliance Report for FY2026 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.

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 or the Board of Directors, 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.

COMPLIANCE TO 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 have 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 arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Act and 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. There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large.

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 amended SEBI Listing Regulations and Industry Standards on “Minimum information to be provided to the Audit Committee and Members for approval of Related Party Transactions”.

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 and approvals sought for Material Related Party Transactions

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 arm's 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 the threshold prescribed under the SEBI Listing Regulations.

The Company had taken approval from the Members in the Twenty-Fourth AGM 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. All the Related Party Transactions entered by the Company in FY2026 were within the limit as approved by the Members, in the ordinary course of business, on an arm's length basis and in accordance with applicable IRDAI prescriptions. The Company, on a half-yearly basis, presents to the Audit Committee status of actual related party transactions vis-avis related party transactions approved by the Members of the Company.

During FY2026, the Company had not entered into any contract or arrangement 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.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Company has filed half-yearly disclosures to the stock exchanges, for the related party transactions entered during the year under review. The said disclosures are available on the Company's website at https://www. icicilombard.com/investor-relations. Further, 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 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 FY2026 that includes therein Related Party Transactions and related disclosures thereon.

The Company had then taken approval from the Members in the Twenty-Fifth AGM held on June 30, 2025, 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.

The resolutions seeking approval of Members of the Company for material Related Party Transactions that the Company may enter in FY2028 and which may exceed the threshold of “material related party transactions” prescribed under the amended SEBI Listing Regulations and in accordance with the Industry Standards on “Minimum information to be provided to the Audit Committee and Members for approval of Related Party Transactions”, forms part of the Twenty-Sixth AGM Notice.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 for the financial year ended March 31, 2026, is hosted on the website of the Company and can be viewed at hftps://www.icicilombard.com/docs/default-source/ shareholding-pattern/annual-return-form-no-mgt-7.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 the 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 detailed mitigation plans are presented to the Risk Management Committee of the Board on a quarterly basis. The risk mitigation plans 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 the development and implementation of Risk Management Framework including identification therein, elements of risk, if any, which may pose significant risk to the Company is provided 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 a zero tolerance towards sexual harassment and is committed to providing a safe environment for all, which is achieved through a 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 Guideline against Sexual Harassment at Workplace and a formal process for dealing with complaints of sexual harassment, in compliance with the 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.pdf

Statement of complaints received during the year is as follows:

During the year under review, no complaints were pending for more than 90 days. 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 Prevention of Sexual Harassment (“POSH”) for its employees.

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.

Compliance on Maternity Benefit Act, 1961

The Company complies with the provisions of the Maternity Benefit Act, 1961, and provides maternity benefits to eligible women employees. Adequate facilities and support are provided in line with statutory requirements.

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 the Investor Education and Protection Fund (“IEPF”).

During the year under review, the Company has transferred the following dividend amounts which remained unclaimed for seven years from the date of transfer to the Unpaid Dividend Account, to IEPF, pursuant to the provisions of the Act and the rules made thereunder:

Further, pursuant to the provisions of Section 124 of the Act, read with the relevant rules made thereunder, shares on which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred to IEPF. During the year under review, the Company has transferred the following equity shares to IEPF, pursuant to the provisions of the Act and the rules made thereunder:

amended CSR Policy is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/ default-source/policies-of-the-companv/csr-policv.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 governing body that defines the scope of CSR activities for the Company and ensures compliance with the CSR Policy.

The Board of Directors of the Company at their Meeting held on April 15, 2025, based on the recommendation of the CSR & Sustainability Committee, approved the CSR & Sustainability Plan and expenditure for FY2026. Further, the Board of Directors of the Company at their Meeting held on October 14, 2025, based on the recommendation of CSR & Sustainability Committee approved modification to the plan for CSR & Sustainability Activities for FY2026. The budgeted CSR expenditure for FY2026 was ^ 514.0 million, based on the average net profits of the Company of the three immediately preceding financial years, calculated in accordance with the Act and the applicable IRDAI Regulations.

The Company’s actual CSR & Sustainability expenditure was ^ 516.7 million for FY2026. There are no unspent funds required to be carried forward to succeeding years. The Chief Financial Officer of the Company has certified that the CSR funds were disbursed and utilized for CSR & Sustainability projects/activities as approved by the Board based on the recommendation of the CSR & Sustainability Committee of the Company during FY2026.

During FY2026, impact assessments for Ride to Safety and Caring Hands, were carried out by an independent agency, CSRBOX, 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 is covered in the Annual Report on CSR Activities. The Annual Report on CSR activities of the Company for FY2026 forms part of this Report as Annexure C.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) REPORT

The Company considers Environmental, Social and Governance (ESG) factors to be a fundamental component of its business strategy. Guided by a robust ESG policy, it focuses on key areas such as sustainable underwriting, responsible investment, community development initiatives, information & cyber security, corporate governance, customer relationship management, environment management and human capital development. The ESG Policy is hosted on the website of the Company and can be viewed at https://www. icicilombard.com/docs/default-source/esg/environmental-social-and-governance-policy.pdf.

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.

The Company has published its seventh ESG Report, which highlights its commitment to environmental sustainability, social responsibility, and strong corporate governance. The Report illustrates actions of the Company in these areas, aims to strengthen stakeholder trust and focuses on creating long-term value. The ESG Report for FY2026 is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default-source/esg/icici-lombard-environmental-social-and-governance-report-fy2026.pdf

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.

SEBI Master Circular dated January 30, 2026 provides the format of BRSR to include BRSR Core which is a set of key performance indicators / metrics under nine ESG attributes. SEBI further mandated the top 150 listed companies (by market capitalisation) to undertake a reasonable assurance of the BRSR Core from FY2024. Accordingly, the Company has undertaken assurance of the BRSR Core from FY2024 onwards. The BRSR aligns the Company's sustainability disclosures with the nine principles of the ‘National Guidelines on Responsible Business Conduct' issued by Ministry of Corporate Affairs.

Accordingly, the BRSR and BRSR Core related disclosures along with independent practitioner’s assurance statement of PKF Sridhar & Santhanam LLP in BRSR report for FY2026 are hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default-source/esg/ icicilombard-business-responsibility-and-sustainability-report-fy2026.pdf.

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 Company’s long term perspective. The Company’s 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 Eighth Integrated Report which forms part of this Annual Report.

CREDIT RATING

During the year under review, ICRA Limited has reaffirmed Issuer Rating of “[ICRA]AAA (Stable)” to the Company.

AM Best has revised the outlooks to positive from stable and affirmed the Financial Strength Rating of B++ (Good) and the Long-Term Issuer Credit Rating of “bbb+” (Good) of the Company. Concurrently, AM Best has affirmed the India National Scale Rating (NSR) of aaa.IN (Exceptional) of the Company with a stable outlook. The Credit Ratings reflect the Company’s 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 relationships of mutual understanding and trust with investors/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 meetings, 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 Company’s website and website of the Stock Exchanges where the equity shares of the Company are listed. The financial information includes Financial Statements, Financial Results, Press Releases, Investor Presentations, Earnings call transcripts, publication of financial results in the newspapers and Annual Report, whereas the non-financial information is included as a part of ESG Report, BRSR, BRSR Core, etc.

AWARDS AND ACCOLADES

The details of some of the award and accolades earned by the Company during the year under review have been provided in the Awards and Accolades section forming part of this Integrated Annual Report.

PHILOSOPHY ON CORPORATE GOVERNANCE

The Company is fully committed to follow sound Corporate Governance practices and uphold the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, regulators, policyholders, employees, suppliers, channel partners, distributors, statutory authorities and other stakeholders based on the principles of good Corporate Governance viz. integrity, sustainability, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

The Company's governance framework encompasses not only regulatory and legal requirements but also several voluntary practices aimed at maximizing stakeholders value legally, ethically and on a sustainable basis.

The Company is committed to conduct business with the highest standards of compliance, integrity, honesty, fairness and responsible business practices with zero tolerance for fraud or illegal acts. The Corporate Governance philosophy of the Company is based on an effective independent Board, the separation of the Board's supervisory role from the executive management and the constitution of the Board Committees to oversee critical areas.

Over the years, corporate governance expectations have expanded, with regulators and stakeholders seeking deeper accountability, enhanced disclosures, and ethical leadership. Aligned with this evolving landscape, the Company has upheld strong Corporate Governance as a core element of its ethos and values. Transparency, integrity, and ethical conduct have remained guiding principles for decisions and actions across the Organisation. Strengthening this foundation, the Company has consistently upgraded and refined its governance practices to align with emerging regulatory requirements, evolving stakeholder expectations, and leading industry standards, demonstrating an unwavering commitment to continuous improvement and better governance at all times.

CORPORATE GOVERNANCE PRACTICES

The Company recognises that effective governance is achieved not only through compliance with statutory provisions but through fostering a culture where accountable leadership and responsible conduct guide day-to-day decisions. The Company remains committed to surpassing stakeholder expectations and strengthening the long-term sustainability and resilience of the business.

A central pillar of the Company's governance structure is its commitment to maintaining a high degree of Board independence. This ensures objective oversight and enhances

the transparency of management processes. All the Board Committees are chaired by Non-executive, Independent Directors of the Company.

The Company endeavours to continuously improve and adopt the best Corporate Governance practices. Some of the Corporate Governance initiatives undertaken by the Company are elucidated below:

•    Initiatives to minimise unclaimed / unpaid dividend.

•    Initiatives to ensure dematerialisation of shares by holders of physical securities.

•    Dissemination of quarterly financial results to shareholders who have registered their email addresses with the Depository Participant(s)/ Company/ Registrar and Transfer Agent of the Company.

•    Strengthened and sustained internal communication mechanisms to promote awareness of compliance requirements and reinforce adherence across functions.

•    Independent review of related party transactions by an external firm, with observation, if any, submitted to the Audit Committee for oversight.

•    Well-structured succession planning processes for Directors, KMPs, and Senior Management to ensure continuity and leadership stability.

The Company continued to feature in the “Leadership” category for the third consecutive year in the Corporate Governance assessment which is developed by Institutional Investor Advisory Services India Limited (“IiAS”) with support from International Finance Corporation (“IFC”) and BSE Limited (“BSE”)

STAKEHOLDERS RELATIONSHIP AND GOVERNANCE

The Company recognises that long-term value creation is dependent on maintaining balanced and transparent relationships with all its stakeholders, including policyholders, shareholders, employees, distributors, regulators, vendors, and the community at large.

Policyholders

•    Policyholder Protection:

The interests of policyholders remain central to the Company's overall governance approach. The Company ensures fair treatment, transparency in policy terms, timely servicing of claims, and adherence to principles of utmost good faith.

•    Customer Grievance Redressal:

A robust grievance redressal mechanism is in place, including internal customer grievance cells and escalation through IRDAI prescribed platforms, to ensure prompt resolution of policyholder's complaint.

•    Disclosure and Transparency:

The Company provides clear and accurate disclosures regarding products, pricing, benefits, exclusions, and claims processes to enable informed decision-making by policyholders.

Shareholders

•    Protection of Shareholders' Rights:

The Company safeguards the rights of shareholders by facilitating participation in general meeting, voting on key matters, and access to timely and material information.

•    Equitable Treatment:

The Company ensures equitable treatment to all its shareholders, including minority shareholders.

•    Timely and Fair Disclosure:

The Company ensures that all material information is disclosed promptly, accurately, and transparently to investors, in compliance with applicable laws and regulations.

Employees

•    Ethical and Inclusive Workplace:

The Company fosters a culture of integrity, professionalism, diversity, and inclusion. Employment practices are guided by merit, fairness, and respect for human dignity.

•    Training and Development:

Continuous learning and professional development initiatives are undertaken to enhance employee competence.

•    Whistle Blower Mechanism:

An effective whistle blower policy enables reporting of unethical or improper conduct without fear of victimization, discrimination or disadvantage.

Distribution Intermediaries

•    Fair Dealing and Oversight:

The Company ensures ethical conduct, transparency, and regulatory compliance across its distribution network.

•    Responsible Sales Practices:

Strong controls are in place to prevent mis-selling and ensure that products sold align with customer needs and suitability norms.

Regulators and Government Authorities

•    Regulatory Compliance:

The Company ensures full compliance with the applicable laws prescribed by IRDAI, Ministry of Corporate Affairs, SEBI, and other relevant laws.

•    Timely Reporting:

Statutory and regulatory disclosures are made in a timely, accurate, and transparent manner.

Vendors and Business Partners

•    Ethical Procurement Practices:

The Company follows transparent and fair procurement processes and expects vendors and partners to adhere to high standards of ethics, confidentiality, and compliance.

Community and Society

•    Social Responsibility:

The Company actively contributes to meet corporate social responsibility of the Company and undertakes various activities in line with applicable laws and societal needs. The Company fosters social development by supporting initiatives in areas such as health, education, road safety, environment and community well-being. The Company’s approach is built on a strong ESG strategic framework that integrates stakeholders' engagement and addresses key material issues, ultimately fostering a positive impact for all.

KEY POLICIES, CODES AND FRAMEWORK

The Company’s Corporate Governance architecture continues to be strengthened through various Policies, Frameworks and Codes formulated to uphold its commitments to all stakeholders. Policies, Frameworks, and Codes are periodically updated in line with evolving regulatory requirements and based on business requirements. To ensure systematic oversight, the Company has institutionalised a policy calendar that tracks policies scheduled for review by the Board and its Committees at predefined intervals or as required. The policy calendar is placed before the Board on a quarterly basis for noting and compliance monitoring.

The Company conducts various training programmes for Employees, including Senior Management Personnel on some of the key policies such as the Whistle Blower Policy, Code of Conduct to Regulate, Monitor and Report Trading in Securities by its Designated Persons, Anti-Money Laundering / Counter

Brief details in respect of some of the Key Policies, Frameworks and Codes are as under:

EMPLOYEES CODE OF CONDUCT

The Company is committed to conduct its business with highest standards of compliance and ethical conduct. The Company has in place Employees Code of Conduct (“the Code”) to summarize the standards of business conduct that must guide the actions of the employees of the Company at all times. All Directors are also required to comply with the Code to the extent applicable. The Code aims that all employees of the Company observe highest standard of integrity, honesty, fairness, discipline, decorum and ethical conduct while working for the Company as well as while representing the Company.

The key guiding principles of the Employees Code of Conduct includes avoiding Conflict of Interest, adhering to all applicable laws and regulations, maintaining confidentiality, complying with statutory norms pertaining to Anti Money Laundering, ensuring accuracy of Company's records and reporting, protecting assets of the Company, etc.

The Code has been hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/ default-source/policies-of-the-companv/emplovees-code-of-conduct.pdf.

All Directors and Members of the Senior Management have affirmed compliance with the Code for the financial year ended March 31, 2026.

SUPPLIERS CODE OF CONDUCT

The Suppliers Code of Conduct encourages the suppliers to adopt sustainable practices in their operations, foster relationship with stakeholders and uphold responsible corporate governance practices. The Suppliers Code of Conduct is set of guidelines drawn from ethos, values of the Company and globally accepted Environmental, Social, & Governance (ESG) standards & guidelines. This Code emphasizes compliance with legal and regulatory requirements, environmental sustainability, social responsibility, and robust governance practices.

The Suppliers Code of Conduct is hosted on the Company’s website and can be viewed at https://www.icicilombard.com/ docs/default-source/policies-of-the-company/icici-lombard-suppliers-code-of-conduct.pdf

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY ITS DESIGNATED PERSONS

The Company has in place the Code of Conduct to regulate, monitor and report trading by its Designated Persons (“Code on Insider Trading”), formulated in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Insider Trading Regulations”). The Code on Insider Trading is applicable to all Designated Persons (including Directors,

Key Managerial Personnel, Key Management Person and other concerned employees/ persons) of the Company and their immediate relatives, as defined therein. The Company Secretary of the Company acts as the ‘Compliance Officer’ under the Code on Insider Trading.

The Code on Insider Trading lays down the procedures to be followed by Designated Persons while trading/ dealing in the securities of the Company and while handling or sharing Unpublished Price Sensitive Information (“UPSI”). The Company has also adopted a Policy forming part of Code on Insider Trading, which aims to prevent leakage of UPSI and outlines the process for inquiry into any leak or suspected leak of UPSI. The Code on Insider Trading also includes the obligation to maintain the structured digital database, handling of UPSI, and manner in which permitted transactions in the securities of the Company shall be carried out, etc. The Company continues to maintain the structured digital database in compliance with the Insider Trading Code and Insider Trading Regulations. The Code on Insider Trading is reviewed annually, and as and when required, by the Audit Committee and the Board.

The Company has implemented fully automated, web-based portal for monitoring compliances prescribed under the Code on Insider Trading read with Insider Trading Regulations. The Company follows a zero tolerance approach toward non-compliance and continues to take proactive steps to reinforce awareness among employees. Some of the measures undertaken by the Company includes development of mandatory e-learning module on the provisions pertaining to Code on Insider Trading and Insider Trading Regulations, implementing robust communication framework comprising email alerts and notifications to sensitise the employees on the various aspects of compliances prescribed under the Insider Trading Code. The Company also conducted awareness sessions for various functions to reinforce understanding and ensure consistent adherence to the Code on Insider Trading.

The Company has constituted an Insider Trading Committee comprising of Chief - Human Resources, Head-Legal & Chief Compliance Officer and Company Secretary of the Company, to perform such duties as set out in the Code on Insider Trading. The Insider Trading Committee reviews the instances of infraction(s)/violation(s) to the Code on Insider Trading and determine appropriate actions against the concerned Designated Persons (excluding Senior Management) as defined in the Code on Insider Trading. In case of infraction(s)/ violation(s) pertaining to the Senior Management, the Audit Committee based on recommendation of Insider Trading Committee determines appropriate actions against the concerned Senior Management personnel. All the instances of infraction(s)/violation(s) along with action taken against concerned Designated Person are reported to the Audit Committee and Board on a quarterly basis. The infraction of the Code on Insider Trading are promptly intimated to the stock exchanges in the prescribed format and penalty levied by the Company, if any, is deposited to SEBI Investor Protection and Education Fund.

The annual status of compliance with the Insider Trading Regulations and Internal Control measures are presented to the Audit Committee. During the year under review, the Audit Committee noted that the Company has in place adequate and effective system of internal controls to ensure compliance with the requirements of the Insider Trading Regulations. A confirmation regarding maintenance of structured digital database has also been included in the Annual Secretarial Compliance Report issued by the Secretarial Auditor of the Company for FY2026.

Internal Controls over UPSI

The Company has adopted robust controls and processes to identify, classify, and safeguard UPSI in accordance with the Insider Trading Regulations. The Company ensures that access to UPSI is strictly restricted on a need-to-know basis. Further, adequate internal controls including maintenance of structured digital database, confidentiality obligations, and monitoring mechanisms are put in place to prevent leakage or misuse of such information. The Company periodically reviews these controls to ensure ongoing compliance and effectiveness.

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UPSI

Pursuant to the provisions of Insider Trading Regulations, the Company has also adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code for Fair Disclosure”) which is framed based on principles of fair disclosure outlined in the Insider Trading Regulations.

The Code for Fair Disclosure is hosted on the website of the Company and can be viewed at https://www.icicilombard. com/docs/default-source/policies-of-the-company/code-for-fair-disclosure.pdf.

WHISTLE BLOWER POLICY

The Company is dedicated to cultivate an environment that is free from unfair practices and unethical behaviour by establishing and upholding the highest standards of conduct for its employees.

The Company has in place the Whistle Blower Policy (“the Policy”) which is periodically reviewed. The Policy provides a mechanism for employees including directors, secondees or stakeholders of the Company to raise any issue concerning breach of any law, statute or regulation, accounting policies and procedures, acts resulting in financial loss or loss of reputation, leak of information in the nature of UPSI, misuse of office, suspected/actual fraud and criminal offences

without the risk of subsequent victimization, discrimination or disadvantage. The Policy aims to ensure that concerns are appropriately raised, independently investigated and addressed.

The Policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. The communication may be sent directly in writing through a letter to Chairperson of the Company or of any Committee of the Board or Statutory Auditor(s) or to Head-Internal Audit, ICICI Lombard General Insurance Company Limited, ICICI Lombard House, 414, Veer Savarkar Marg, Prabhadevi, Mumbai 400025. Further, the communication may also sent through an e-mail addressed to whistleblower@icicilombard. com or whistleblower.chairaudit@icicilombard.com.

The Policy ensures that strict confidentiality is maintained with regard to the identity of the complainant, both during and post investigation.

The cases reported under the Policy are reviewed by the Audit Committee on a quarterly basis. The Policy complies with the requirements of vigil mechanism as stipulated under Section 177 of the Act and other applicable laws, rules and regulations.

During the year under review, no employees of the Company has been denied access to the Audit Committee. The Policy has been periodically communicated to the employees through email communications, also hosted on the website of the Company and can be viewed at https://www.icicilombard. com/docs/default-source/policies-of-the-company/whistle-blower-policy.

POLICY FOR DETERMINING MATERIAL EVENT/INFORMATION FOR DISCLOSURE TO STOCK EXCHANGES

The Company has adopted a Policy for Determination of Materiality of Events or Information in accordance with the requirements of Regulation 30 of SEBI Listing Regulations, as amended from time to time. This Policy provides a structured framework for identifying and disclosing material events or information to stock exchanges, ensuring timely, adequate, and transparent communication with stakeholders. It applies to all events or information that meet the materiality criteria specified under SEBI Listing Regulations and is aligned with the Company's commitment to high standards of corporate governance.

The Policy has been hosted on the website of the Company and can be viewed at https://www.icicilombard.com/ docs/default-source/policies-of-the-company/policy-for-determination-of-materiality.pdf.

ANTI-MONEY LAUNDERING/COUNTER FINANCING OF TERRORISM POLICY AND FRAMEWORK

The Company has in place the Anti-Money Laundering/ Counter Financing of Terrorism Policy and Framework (“AML/ CFT Policy”) in accordance with AML Guidelines issued by IRDAI and other statutory or regulatory authorities. The AML/CFT Policy lays down Guidelines for compliance with KYC requirements and to prohibit the use of the Company’s assets, products and services for money laundering or terror financing purposes. All the employees must adhere to the guidelines defined in the AML/CFT Policy.

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

The Company has in place the Anti-Bribery and AntiCorruption Policy (“the Policy”) to ensure responsible practices, high ethical standards and proactiveness in managing risks. The Policy and the Employees Code of Conduct lays down strict guidelines that restrain employees from offering, accepting or authorising any form of bribes or corruption in any business interaction. The Company has a zero-tolerance approach to bribery and corruption. All the employees of the Company are required to abide by the Policy. Any violation of the Policy or clauses of the Employees Code of Conduct is duly reported on the Fraud Control Unit (FCU) portal and investigated by the internal Investigation Team of the Company. The Policy has been periodically communicated to the employees through email communications and also hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default-source/policies-of-the-companv/anti-bribarv-and-anti-curruption-policv. pdf.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE POLICY

The Company has in place an Environmental, Social and Governance Policy (“ESG Policy”) in accordance with IRDAI CG Regulations. The ESG Policy aligns the Company’s operations with global best practices and regulatory requirements, while clearly communicating the Company’s ESG key focus areas to stakeholders. Through ESG Policy, the Company focuses on sustainable business practices, including reducing carbon footprint, ensuring diversity and inclusion in the workplace, and robust corporate governance. The ESG governance structure includes a three-pillared governance model, promoting and driving ESG principles through a dedicated Committee at the Board level, Management level, and Employee level. The ESG Policy is hosted on the Company’s website and can be viewed at https://www.icicilombard.com/docs/default-source/esg/ environmental-social-and-governance-policy.pdf capture, track, and analyze customer grievances, with defined turnaround times and escalation matrix to ensure prompt resolution. Root cause analysis is undertaken to identify systemic issues and implement corrective actions, thereby reducing recurrence and enhancing overall customer experience.

The Board approved Policy for Protection of Policyholders’ Interests & Grievance Redressal provides a detailed framework covering customer communication, service standards, grievance handling procedures, and a monitoring mechanisms. The Policy is hosted on the Company’s website and can be viewed at https://www.icicilombard.com/ docs/default-source/default-document-library/policy-for-protection-of-policyholder.pdf.

The Company remains committed to strengthening its customer-centric approach by leveraging technology, analytics, and continuous feedback to deliver consistent, efficient, and trustworthy service experiences.

INVESTMENT POLICY AND ITS IMPLEMENTATION NORMS

The Investment Policy of the Company outlines the investment objective which is to invest the resources of the Company in a manner permitted under the regulations to earn investment returns commensurate with the risks undertaken, following the principle of capital preservation and total income approach. The said Policy inter-alia defines the investment objectives and processes and covers all the aspects related to investments, as defined under IRDAI Regulations, such as investment strategies, prudential exposure limits, investment limits, valuation of different asset classes, etc.

STEWARDSHIP POLICY

The Company has a Stewardship Policy which governs the stewardship processes and sets out the principles and processes in engaging with the investee companies while exercising voting on resolutions from time to time. As per the Stewardship Policy, the Company engages with its investee companies through voting on various agendas. Voting is based on various factors such as remuneration of key employees, capital allocation to businesses, decisions impacting minority shareholders' rights, and ESG factors. The Stewardship Policy is hosted on the Company’s website and can be viewed at https://www.icicilombard.com/docs/ default-source/other-documents/stewardship policy.pdf

ASSET LIABILITY MANAGEMENT POLICY

The Asset Liability Management Policy (“ALM Policy”) aims at applying ALM strategies appropriate for the Company’s nature and structure of business in order to achieve both the short-term and long-term objectives of the Company. ALM Policy enables the Company to identify, measure, monitor and manage the risk that may arise due to market dynamics it is exposed to or mismatch in asset liability positions. The objective is to ensure that the interest rate risk and the market volatility are managed optimally such as to meet the Company’s liabilities in an efficient and timely manner.

GOVERNANCE STRUCTURE

The Company operates under a robust multi-tier governance structure, with the Board of Directors functioning either as a whole or through various Board-constituted Committees, followed by Key Management Persons, Senior Management, Middle Management and Operating Management positions. The core roles of the stakeholders of the Company flow from this structure. These roles, in turn, determine the core responsibilities of each stakeholder and contribute to strengthening the effective management and overall governance of the Company.

The said governance structure of the Company ensures that:

•    Strategic supervision is provided by the Board of Directors;

•    Effective implementation of the Company’s strategy across all levels of Management;

•    Operational Management remains focused on implementation;

•    Information regarding the Company’s business, operations and financial performance is made available to its stakeholders;

•    Delegation of decision making with accountability is achieved;

•    Financial and operating control and integrity are maintained at an optimal level;

•    Risks are effectively identified, evaluated and managed;

•    Compliance with all applicable laws, regulations and internal policies is achieved;

•    Corporate culture that recognizes and rewards adherence to ethical standards is developed;

•    Adoption of a transparent corporate structure driven solely by business needs.

This multi-tier governance structure contributes to the Company's objective of achieving the highest standards of ethics and corporate governance practices. It enhances management accountability, fosters operational discipline, and supports the development of business leaders, thereby strengthening stakeholder's confidence.

The Board provides strategic oversight, while Management ensures that policies and controls are implemented effectively. This structure promotes transparency, facilitates timely and informed decision-making, and upholds the integrity of the Company's operations.

BOARD OF DIRECTORS

The Board is the apex body for overseeing the Company's overall functioning. The Company's Board is constituted in compliance with the provisions of the Act and Rules made thereunder, SEBI Listing Regulations, IRDAI CG Regulations, Master Circular on CG and Regulations/Circular/Guidelines issued by IRDAI from time to time, Articles of Association of the Company and in accordance with good governance practices.

Role and Responsibilities of the Board

The Company believes that the Board of the Company is central to maintaining high standards of corporate governance. The Board oversees the Management's functions and protects the long-term interest of all stakeholders of the Company.

The Board plays a pivotal role in steering the Company towards its strategic objectives, ensuring alignment with stakeholders' value and sustainable growth.

To support effective governance and decision-making, the Board is assisted by various sub-Committees which are prescribed by the MCA, IRDAI and SEBI, each entrusted with specific responsibilities. These Committees provide focused attention on key operational and regulatory areas, enabling informed decision-making and enhancing the efficiency of the Board's oversight.

The Board of Directors are also responsible for the following:

1.    Oversee, guide, and make recommendations to enhance the performance of the Company;

2.    Review and guide corporate strategy, risk management, and financial plans for optimal performance;

3.    Exercise appropriate control to ensure that the Company is managed in a manner to deliver long term value to its stakeholders;

4.    Monitor the effectiveness of the Company's governance practices to adapt and improve as needed while engaging with Members, and consider their perspectives in decision-making processes;

5.    Provide strategic guidance to the Company and ensure effective monitoring of implementation;

6.    Exercise independent judgement in the affairs of the Company;

7.    Develop and implement succession plan for Directors and key business roles;

8.    Ensure that the Company operates in an environmentally sustainable manner, reducing its carbon footprint and minimising environmental impact.

The Board of Directors actively participates in deliberations at the Board and Committee meetings, providing guidance to management on various aspects, including strategy, governance, compliance, etc.

The roles of Chairperson, Managing Director & CEO and Nonexecutive Directors, are as follows:

Role of Chairperson

The Company maintains a separate role of Chairperson and Managing Director & CEO to ensure a balanced and effective governance structure. The Chairperson of the Company leads the Board and is responsible for promoting the integrity of the Board while nurturing a culture where Board work harmoniously for the long-term benefit of the Company and protect interest of all its stakeholders. The Chairperson of the Company actively participates and presides over all meeting(s) of the Board and Shareholders and facilitates effective communication and engagement among all Directors.

Role of Managing Director & CEO

The Managing Director & CEO of the Company is accountable for overseeing the operations and day-to-day management of the Company, in line with the direction and guidance of the Board and its Committees. The Managing Director & CEO is responsible for developing strategic plans to achieve the Company's goals and objectives and for executing corporate strategy in consultation with the Board.

The Managing Director & CEO serves as the link between the Board and Management to ensure alignment between strategic priorities and operational execution, fostering a performance driven culture, and drives innovation and business growth. The Managing Director & CEO also oversees effective risk management systems and compliance with all applicable laws, regulations, and internal policies of the Company. The Managing Director & CEO is also responsible for promoting a culture of ethics and integrity throughout the Company.

Role of Non-executive Directors

The Non-executive Directors, including Independent Directors, plays a critical role in maintaining balance and objectivity in Board deliberations by providing independent judgement on matters pertaining to strategy, governance, compliance, etc. The Non-executive Directors are responsible for providing oversight in the matters of the Company and ensuring effective implementation of the Board and Committee decisions by the Management Committee. The Non-executive Directors ensures that the functions of the Company are in the best interest of all its stakeholders.

The Non-executive Directors also contribute to enhancing corporate governance practices by monitoring performance, evaluating management effectiveness, and ensuring transparency in decision making. They are responsible for constructive and active participation in the proceedings of the Board and Board constituted Committees.

Size and Composition of the Board

As on March 31, 2026, the Board of the Company comprises eight (8) Directors, including five (5) Non-executive, Independent Director, two (2) Non-executive, Nonindependent Director and one (1) Managing Director & CEO.

With a majority of Non-executive Directors, including one (1) woman Independent Director, the Board embodies a well-balanced governance structure that enhances strategic oversight and strengthens the Company's commitment to protecting the interest of all its stakeholders.

There are no inter-se relationships between any of the Directors.

None of the directors of the Company are debarred from holding the office of Director by virtue of any order of the Securities and Exchange Board of India or any other such authority.

Board Diversity and Expertise

The Company recognizes and embraces the importance of having a diverse Board in its success. The Board, while discharging its responsibilities and providing effective leadership to the business, uphold the corporate value, promote the ethical culture, endorse sustainability and leverages innovation. The Board of the Company comprises of Directors who are eminent personalities having diverse experience and significant expertise in various fields.

In compliance with SEBI Listing Regulations and IRDAI CG Regulations read with Master Circular on CG, the Board has identified the core skills / expertise /competencies for the effective functioning of the Company which are listed below:

None of the Director is a Member of more than ten (10) Committees and/or Chairperson of more than five (5) Committees across all public limited companies excluding private limited companies, foreign companies and Section 8 Companies in which he/she is a Director. The number of directorships of each Director of the Company is within the limits prescribed under SEBI Listing Regulations.

No permanent Board Seats

In compliance with SEBI Listing Regulations and the provisions of the Act, the Company does not have any permanent seat on its Board. The Managing Director & CEO is appointed for a specified tenure and is eligible for re-appointment, subject to approval of the shareholders and IRDAI. Non-executive, Independent Directors are appointed for a fixed term and any re-appointment is subject to the approval of the shareholders in accordance with applicable statutory provisions. Non-executive, Non-independent Directors, are liable to retire by rotation and are eligible for re-appointment as per the provisions of the Act. Accordingly, no Director holds office on a permanent basis.

Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and Rules made thereunder and Regulation 16 and 25 of SEBI Listing Regulations.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an independent judgment and without any external influence.

Further, the Independent Directors of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable rules made thereunder.

The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA) within a period of 2 years from the date of inclusion of their names in the data bank, unless they meet the criteria prescribed exemption.

The Independent Directors of the Company who were eligible for exemption have been exempted from this requirement, and those who were required to qualify online proficiency test have successfully completed it.

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 fulfil the conditions

relating to their status as an Independent Director as specified in the Act and SEBI Listing Regulations and are independent of the Management.

During the year under review, none of the Independent Director of the Company has resigned before the expiry of his or her term.

“Fit and Proper” Criteria

In accordance with the IRDAI CG Regulations and Master Circular on CG, directors of insurers have to meet “Fit and Proper” criteria prescribed by IRDAI. Accordingly, all the Directors of the Company have submitted declaration confirming compliance with “Fit and Proper” criteria as prescribed.

Separate Meeting of Independent Directors

The Company believes that for the Board to exercise free and fair judgment in all the matters related to the functioning of the Company as well as the Board, it is important for the Independent Directors to meet without the presence of the Non-independent Directors and Executive Management.

Further, Schedule IV of the Act read with applicable Rules and Regulation 25 of SEBI Listing Regulations, prescribes that at least one meeting of Independent Directors of the Company shall be conducted without the presence of Non-independent Directors and the Management. It also provides that the Independent Directors shall review the performance of the Board/Chairperson/Non-executive Directors/Whole-time Director(s) which is required to be done at a separate Meeting of Independent Directors.

During FY2026, the Independent Directors of the Company met on April 15, 2025, without the presence of Managing Director & CEO, Non-executive, Non-independent Directors and the Management. At the said meeting, Independent Directors evaluated and reviewed the performance of the:

-    Non-independent Directors, and the Board as a Whole, and

-    Chairperson of the Board, after taking into account the views of the Managing Director & CEO and Nonexecutive Directors.

The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company, Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. All the Non-executive, Independent Directors were present in the said meeting.

Further, another Independent Directors Meeting was held on October 14, 2025.

Further, a meeting of Non-executive, Independent Directors and Non-executive, Non-independent Director(s) with Nonexecutive Chairperson is held every quarter without presence of Management. The Managing Director & CEO also attends these meeting upon specific invite to discuss and update about specific matters.

Meetings and Procedure

The Board Meetings are scheduled in a timely manner with a gap, not exceeding one hundred and twenty days between any two meetings. All the meetings of the Board and Committees were conducted in compliance with the regulatory requirements prescribed under various statutes and regulations.

The Board and Committee Meetings are pre-scheduled. A tentative annual calendar of the meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the Board and Committee Meeting(s). The Company also provides an option to its Directors/ Committee Members to attend the Board/ Committee Meeting(s) through Video Conferencing facility to enable the Directors/ Committee Members to participate in the proceedings of the meeting electronically. The Directors are provided with appropriate information in the form of agenda notes and presentations in a timely manner, to enable them to deliberate on each agenda item and make informed decisions in a manner to provide appropriate directions to the Management.

The agenda of the Board and Committees Meetings is prepared by the Company Secretary in consultation with the concerned officials of the respective departments and is reviewed by Managing Director & CEO of the Company.

Every Director or Member of the respective Committee are free to suggest the inclusion of matters as a part of agenda for the Board and Committee Meeting(s) and inputs / feedbacks provided by the Directors / Committee Members are considered while preparing the agenda and agenda notes thereof. The Company Secretary circulates the agenda and agenda notes to the Board / Committees, in compliance with the applicable statutory requirements. The matters requiring urgent consideration by the Board/ Committees arising after the circulation of agenda, are taken up during the Board/ Committee Meetings with the permission of the Chairperson and consent of majority of Directors/ respective Committee Members present at the Meeting. Matters in the nature of UPSI or where it is not practicable to circulate any document in advance are circulated to the Board/ Committees, at a shorter notice, as per the consent taken, from time to time.

To address specific urgent needs, meetings are also convened at a shorter notice and in case of business exigencies or urgency of matters, resolutions are also passed by the Board/ Committees through circulation. The resolutions passed by circulation are noted at the next meeting of the Board / Committees.

To support green initiative and to ensure highest standards of security, all Board and Committee Meetings agenda papers and presentations are disseminated electronically, by uploading them on a secured online application specifically designed for this purpose, which can be easily accessed on a tablet/iPad or laptop or computer.

The Directors/Committee Members are free to raise the query(ies) / seek additional information on the agenda

circulated to them which are responded by the Company in advance or during the presentations at the Meeting. The Management Committee of the Company and other functional representatives are invited to the Board/Committee Meeting(s) to present updates on the respective agenda items being discussed at the Meeting and this also provides the opportunity to the Board/Committee Members to interact with the Members of the Management.

The Board of Directors endeavour to attend and participate in all Board meetings, unless he/she is unable to attend the meeting on account of reasonable cause for which leave of absence is requested.

All the Board and Committee Meetings are attended by the Management Committee Members including Company Secretary, Appointed Actuary, Head - Legal and Chief Compliance Officer, Chief Risk Officer of the Company and other invitees.

To ensure that the Board functions effectively, the summary of matters discussed in the Committee Meetings are briefed to the Board of Directors by the Chairperson of the respective Committee/respective functional heads at the ensuing Board Meeting.

Minutes of the meetings:

The Company Secretary is responsible for recording the minutes of Board/Committee Meetings. The draft minutes are sent within 15 days from the date of the conclusion of the meeting to the Directors/Committee Members, for their comments. The minutes after incorporating the comments, if any, received from the Directors/Committee Members are entered in the Minutes book within 30 days from the date of Meeting and thereafter placed at the next meeting for noting and for signature by the Chairperson of the respective meeting. The signed Minutes of the Meeting of the Board / Committees are also circulated to the Directors/Committee Members within 15 days from the date of signing.

Availability of information to the Board:

The Board of Directors have unrestricted access to all Company related information. The Company ensures that Directors are provided with important information on operations of the Company as well as which requires deliberation at the highest level. Information is provided on various critical items such as annual operating plans and budgets, capital budgets, regulatory and statutory updates, quarterly/half-yearly and yearly results, recruitment and remuneration of senior officers, review and amendment to policies/ codes / framework, matters which are material in nature, strategic, transactional and governance matters as required under the Act, SEBI Listing Regulations and other applicable provisions, Minutes of Meetings of the Board Committees, etc. Further, the required information as enumerated in Part A of Schedule II of SEBI Listing Regulations is made available to the Board for discussions and consideration on a quarterly basis. The Board, on a quarterly basis, considers compliance reports of all laws

applicable to the Company, as required under Regulation 17(3) of SEBI Listing Regulations.

All other relevant information is provided to the Directors of the Company on a continuous basis for their review, inputs and approval. The Directors are also kept updated on the regulatory developments. The Board meets once in a quarter to review the aforesaid matters and additional Meetings are also held whenever necessary.

Post-meeting Follow-up System

The Company has an effective post-meeting follow-up system. The Company tracks important decisions taken and discussions held at the Meetings of Board and its Committees. After each Board and Committee Meeting, action points arising out of it are promptly informed to the respective stakeholders within the Company for necessary action in order to ensure

that the guidance provided by them are implemented. An action taken report is placed before the Board and respective Board Committees in the subsequent Meetings along with their status of compliance.

Number of Board Meetings and attendance therein:

The Board of the Company met seven (7) times during the year under review on April 15, 2025, July 15, 2025, October 14, 2025, January 13, 2026, January 23, 2026, February 24, 2026, and March 11, 2026.

In accordance with the provisions of the Act and SEBI Listing Regulations, the maximum gap between any two Board meetings was less than one hundred and twenty days.

The average attendance of Board Members across the seven Board Meetings held during the year ended March 31, 2026 was around 98%.

In line with the Act, Secretarial Standard on General Meetings and SEBI Listing Regulations, Ved Prakash Chaturvedi, Chairperson of the Board Nomination and Remuneration Committee and Stakeholders Relationship Committee, and Antony Jacob, Chairperson of Audit Committee were virtually present at the 25^th Annual General Meeting (“AGM”) of the Company held through Video Conferencing facility on June 30, 2025.

The 25^th AGM was also attended by the Joint Statutory Auditors of the Company, Secretarial Auditor of the Company and Scrutinizer appointed for the AGM.

The Key Management Persons of the Company also attended the AGM through Video Conferencing from ICICI Lombard Office, Mumbai.

Board Strategy Meeting

As part of the annual strategic planning process, a dedicated Board Strategy Meeting is convened to deliberate on key matters related to long-term business direction and priorities. This forum enables Board members to contribute their insights and expertise to critical strategic initiatives, while also gaining a deeper understanding of execution dynamics and theme-specific challenges. In addition, the Board of Directors receives regular updates on the progress and implementation of strategic initiatives and business plans, ensuring continued oversight and alignment with Organizational goals.

During the year under review, the Board Meeting held on February 24, 2026 was convened to discuss the business strategy of the Company.

The Board Strategy Meeting was attended by the Board of Directors of the Company, the Management Committee Members and concerned Senior Management Personnel of the Company.

Board Committees

The Board has constituted several Committees to facilitate focused oversight of key functional areas, in line with the Act, SEBI Listing Regulations, IRDAI CG Regulations, the Master Circular on CG, and other applicable regulations/guidelines/ circulars issued by IRDAI. These Committees are entrusted with specific responsibilities and delegated authority to support effective decision-making and ensure robust governance.

The Board constituted Committees focus on specific areas and take informed decisions on the specific terms assigned to them in the best interest of the Company and make specific recommendations to the Board on various matters whenever required. The Committee Meetings are held before the Board Meeting or whenever the need arises for transacting business assigned to the respective Committee. The Company Secretary acts as the Secretary to all Board constituted Committees, ensuring compliance and effective coordination.

performance objectives appropriate to the working of the Company and its goals.

•    To ensure that the proposed appointments reappointments of key managerial personnel, key management persons or directors are in conformity with the Board approved policy.

•    To recommend re-constitution of Board Constituted Committees to the Board.

•    To devise a policy on diversity of the Board.

•    To recommend to the Board all remuneration, in whatever form, payable to senior management and ensure that the remuneration for Key Management Persons/Key Management Personnel is as per the Policy on Appointment and Compensation of Employees and Framework for Remuneration approved by the Board.

•    To ensure the succession planning for the Directors and the Key Management Persons/Key Management Personnel of the Company including its implementation.

• To carry out any other function, if any, as prescribed in the terms of reference of the Board Nomination and Remuneration Committee and any other terms of reference as may be decided by the Board and/ or specified/provided under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the IRDAI (Corporate Governance for Insurers) Regulations, 2024 read with Master Circular on Corporate Governance for Insurers, 2024 and by any other regulatory authority.

Composition and Attendance as on March 31, 2026:

The Board Nomination and Remuneration Committee as on March 31, 2026 comprises of four (4) Members, out of which three (3) are Non-executive, Independent Directors and one (1) is Non-executive, Non-independent Director.

The Board Nomination and Remuneration Committee met two (2) times during the year under review.

The average attendance of Committee Members at Meetings held during the year ended March 31, 2026 was 100%.

2. Audit Committee

The Audit Committee has been constituted in line with the requirements of the Act, SEBI Listing Regulations, IRDAI CG Regulations and Master Circular on CG.

Terms of Reference

I. Accounts & Audit:

•    Oversee the financial statements, financial reporting process under Indian GAAP and US GAAP, statement of cash flow and disclosure of its financial information, both on an annual and quarterly basis, to ensure that the financial statement is correct, sufficient and credible.

•    Recommend the appointment, re-appointment, terms of appointment and, if required, the

replacement or removal; remuneration, reviewing (with management) performance, and oversight of the work of the auditors (including internal/ statutory/concurrent/Secretarial/Forensic/ System Audit) and to review and monitor the auditor’s independence and performance, and effectiveness of audit process.

•    Evaluation of internal financial controls and risk management systems.

•    Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern.

•    Approval of payment to statutory auditors and internal auditors or any of its associated persons

or companies, for any other services rendered by them.

•    Approval or any subsequent modification and disclosure of any related party transactions of the Company. Provided that the Audit Committee may grant omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed.

•    Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

-    Matters required to be included in the director's responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013.

-    Changes, if any, in accounting policies and practices and reasons for the same.

-    Major accounting entries involving estimates based on the exercise of judgment by management.

-    Significant adjustments made in the financial statements arising out of audit findings.

-    Compliance with listing and other legal requirements relating to financial statements to the extent applicable.

-    disclosure of any related party transactions of the Company.

-    Modified opinion(s) in the draft audit report.

•    Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the board for approval and review of management’s discussion & analysis of financial condition and results of operations.

•    Reviewing, with the management, the special purpose financial statements before submission to the board for approval.

•    To the extent applicable, review with the management, the statement of uses/end use / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.) and related matter, the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

•    Review of statement of deviations:

a) quarterly statement of deviation(s) including

report of monitoring agency, if applicable,

submitted to stock exchange(s) in terms of Regulation 32(1).

b) annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

•    Scrutiny of inter-corporate loans and investments, if any.

•    Valuation of undertakings or assets of the Company, wherever it is necessary.

•    Oversight of the procedures and processes established to attend to issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person.

•    Review of management letters / letters of internal control weaknesses issued by the statutory auditors.

II.    Internal Audit:

•    Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

•    Oversee the efficient functioning of the internal audit department and review its reports. The Committee would additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice.

•    Set-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms.

•    Discussion with internal auditors of any significant findings and follow up there on.

•    Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

•    Review with the management, performance of internal auditors, and the adequacy of the internal control systems.

•    Review of Internal audit reports relating to internal control weaknesses;

III.    Compliance & Ethics:

•    Review reports on the above and on proactive compliance activities aimed at increasing the Company’s ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same.

•    Discuss the level of compliance in the Company and any associated risks and to monitor and report to the Board on any significant compliance breaches.

•    Supervise and monitor matters reported using the Company’s whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations.

•    Review of policy on appointment of insurance agents.

•    To review and recommend appropriate policy to the Board as may be prescribed by IRDAI from time to time.

•    Review key transactions involving conflict of interest.

•    Monitor the directives issued/penalties imposed/ penal action taken against the Company under various laws and statutes and action taken for corrective measures.

•    Approval of appointment of Chief Financial Officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate.

•    To act as Compliance Committee to discuss level of compliance in the Company including the Company’s code of ethics or conduct and any associated risks and to monitor and report to the Board on any significant compliance breaches.

•    Review of disclosure under stewardship policy.

•    Look into the reasons for substantial defaults in the payment, if any, to the depositors, debenture

holders, shareholders (in case of non-payment of declared dividends) and creditors.

•    Review the functioning of the Whistle Blower/ Vigil mechanism.

•    Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

•    Oversee overall management costs of the Company.

•    Review the anti-money laundering (AML)/ counter - financing of terrorism (CFT) policy annually and review the implementation of the Company’s AML/CFT program.

•    Carrying out any other function, if any, as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or specified/ provided under the Companies Act, 2013 or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), or by any other regulatory authority.

Composition and Attendance as on March 31, 2026:

The Audit Committee as on March 31, 2026 comprises of four (4) Members, out of which three (3) are Non-executive, Independent Directors and one (1) is Non-executive, Non-independent Director.

The Audit Committee met ten (10) times during the year under review.

The average attendance of Committee Members at Meetings held during the year ended March 31, 2026 was 100%.

The Joint Statutory Auditors and Internal Auditor are invited to attend the meetings of the Audit Committee. The Members of the Audit Committee met the Joint Statutory Auditors independently on a half-yearly basis. The Audit Committee also reviewed the reconciliation statement prepared under US GAAP by the Company, for the purpose of US GAAP financial statement of ICICI Bank Limited.

3. Investment Committee

The Investment Committee has been constituted in line with the requirements of the IRDAI CG Regulations and Master Circular on CG.

Terms of Reference

•    Reviewing the investment policy.

•    Periodically updation to the Board with regard to investment activities of the Company.

•    Overseeing the implementation of the investment policy approved by the Board from time to time.

•    Reviewing the investment strategies adopted from time to time and giving suitable directions as needed in the best interest of the Company.

•    Reviewing the broker policy and making suitable amendments from time to time.

•    Reviewing counter party/ intermediary exposure norms.

•    Supervising the asset allocation strategy to ensure financial liquidity, security and diversification through Liquidity Contingency Plan, Liquidity Policy and the Asset Liability Management Policy.

•    Overseeing the assessment, measurement and accounting for other than temporary impairment in investments in accordance with the policy adopted by the Company.

•    Reviewing the stewardship policy of the Company.

•    Reviewing and approving the Standard Operating Procedures and Process Manual (SOP) for investment operations.

Composition and Attendance as on March 31, 2026:

The Investment Committee as on March 31, 2026 comprises of seven (7) Members, one (1) is Non-executive, Independent Director, one (1) is Non-executive, Non-Independent Director, one (1) is Managing Director & CEO and four (4) Executive Members including Chief Investment Officer, Chief Financial Officer, Appointed Actuary & Chief Actuarial Officer and Chief Risk Officer of the Company.

The Investment Committee met four (4) times during the year under review.

4. Risk Management Committee

The Risk Management Committee has been constituted

in line with the requirements of SEBI Listing Regulations,

IRDAI CG Regulations and Master Circular on CG.

Terms of Reference

•    Assisting the Board in effective operation of the risk management programme by performing specialised analysis and quality reviews.

•    Reporting to the Board details on the risk exposures and the actions taken to manage the exposures.

• Advising to the Board with regard to risk management decisions in relation to strategic and operational matters.

•    Review of the Company's risk management and operational risk related policies/frameworks and identification of internal and external risk, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risk or any other risk as may be determined by the Committee.

•    To review the Company's risk - reward performance to align with overall policy objectives.

•    To review the solvency position of the Company on a regular basis.

•    To monitor and review regular updates on business continuity.

•    To review and recommend appropriate policy including establishment of effective Risk Management framework, risk management policy and processes, to the Board as may be prescribed by IRDAI from time to time.

•    To review the Company's risk management and operational risk related policies/frameworks including fraud monitoring policy & framework and antifraud policy & framework and monitoring implementation of anti-fraud policy for effective deterrence, prevention, detection and mitigation of frauds.

•    To maintain a group-wide and aggregated view on the risk profile of the Company in addition to the solo and individual risk profile for all categories of risk including insurance risk, market risk, credit risk, liquidity risk, operational risk, compliance risk, legal risk, reputation risk, etc.

•    To assess the overall Asset Liability Management position especially through the Liquidity, Credit and Market risk relevant to General Insurance. The assessment in particular would include reviewing valuation of assets and liabilities in relation to the standards, prevailing legislation, internal and external reporting requirements, and actuarial principles.

•    Review of the Asset Liability Management Policy, Liquidity Policy, and Liquidity Contingency Plan.

•    Review of appointment, removal and terms of remuneration of the Chief Risk Officer of the Company.

•    To carry out any other function, if any, as prescribed in the terms of reference of the Risk Management Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory authority.

Composition and Attendance as on March 31, 2026:

The Risk Management Committee as on March 31, 2026 comprises of seven (7) Members, out of which two (2) are Non-executive, Independent Directors, one (1) is Non-executive, Non-independent Director, one (1) is Managing Director & CEO and three (3) Executive Members including Chief Financial Officer, Appointed Actuary & Chief Actuarial Officer and Chief Risk Officer of the Company.

The Risk Management Committee met four (4) times during the year under review.

5. Policyholder Protection, Grievance Redressal and Claims Monitoring Committee

The Policyholder Protection, Grievance Redressal and Claims Monitoring Committee (“PPGRCM”) has been constituted in line with provisions of IRDAI CG Regulations, and Master Circular on CG.

Terms of Reference

•    Putting in place proper procedures and effective mechanisms to address complaints and grievances of policyholders including mis-selling by intermediaries.

•    Ensuring compliance with the statutory requirements as laid down in the regulatory framework.

•    Reviewing the mechanism at periodic intervals.

•    Ensuring adequacy of “material information” to the policyholders to comply with the requirements laid down by the authority both at the point of sale and periodic intervals.

•    Reviewing the status of complaints at periodic intervals.

•    Details of grievance at periodic intervals in such formats as may be prescribed by the authority.

•    Providing details of insurance ombudsman to the policyholders.

•    Monitoring payments of dues to the policyholders and disclosure of unclaimed amount thereof. Additionally,

review the steps taken to reduce unclaimed amounts by identifying policyholders or beneficiaries and creating awareness in accordance with the Standard operating procedure/policy approved by the committee.

•    Review of regulatory reports to be submitted to various authorities.

•    To review the standard operating procedures for treating the customer fairly including timeframes for policy and claims servicing parameters and monitoring implementation thereof.

•    To review the framework for awards given by Insurance Ombudsman/Consumer Forums. Analyse the root cause of customer complaints, identify market conduct issues and advise the management appropriately about rectifying systemic issues, if any.

•    To review all the awards given by Insurance Ombudsman/ Consumer Forums remaining unimplemented for more than Thirty (30) days with reasons therefore and report the same to the Board for initiating remedial action, where necessary.

•    To review the claim report including status of outstanding claims with ageing of outstanding claims.

•    To review repudiated claims with analysis of reasons.

•    Monitoring of the implementation of the approved proposals under IRDAI Sandbox Regulation.

•    Ensure that there is a Grievance Redressal officer in place who shall be responsible for Grievance Redressal and whose details shall be made available on the website.

•    To oversee the handling of complaints and grievance redressal, as prescribed under International Financial Services Centres Authority (IFSCA) regulations and applicable circulars.

The PPGRCM as on March 31, 2026 comprises of four (4) Members, out of which three (3) are Non-executive, Independent Directors and one (1) is Managing Director & CEO.

The PPGRCM met four (4) times during the year under review.

Master Circular on CG, advises insurers to include an expert/ representative of customers as an invitee at the Meetings of the PPGRCM to enable insurers to formulate policies and assess compliance thereof. Accordingly, P J Joseph acted as a representative of customers and participated in all the meetings of the PPGRCM held during the year.

6. Corporate Social Responsibility & Sustainability Committee

The Corporate Social Responsibility & Sustainability Committee has been constituted in line with the requirements of the Act, IRDAI CG Regulations and Master Circular on CG.

Terms of Reference Section A:

i. Formulate the CSR policy and recommend to the Board and any amendments thereto.

ii.    I ndicate the activities to be undertaken by the Company in areas or subject, specified in Schedule VII of Section 135 of Companies Act.

iii.    Review and recommend the annual CSR plan to the Board.

iv.    Monitor the CSR activities and compliance with the CSR policy from time to time.

v.    Review and implement, if required, any other matter related to CSR initiatives as mandated under the Act and Rules issued thereto.

Section B:

i.    To oversee and monitor Sustainability activities including ESG and BRSR initiatives undertaken by the Company, related disclosures, review its performance thereon and advice on related matters.

ii.    To review and monitor matters related to Sustainability such as the ESG Report Business Responsibility and Sustainability Report (BRSR), Environmental, Social & Governance Policy.

The Corporate Social Responsibility & Sustainability Committee as on March 31, 2026 comprises of four (4) Members, out of which three (3) are Non-executive, Independent Directors and one (1) is Managing Director & CEO.

The Corporate Social Responsibility & Sustainability Committee met two (2) times during the year under review.

7. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in line with the requirements of the Act and SEBI Listing Regulations.

Terms of Reference

•    Consider and resolve grievances of security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report and non-receipt of declared dividends, TDS on dividend/interest on debentures related queries, issue of new/duplicate certificates, general meetings etc.

•    Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

•    Listing of securities on the stock exchanges and redemption of securities;

•    To review shareholding pattern of the Company;

•    Allotment of shares and securities, approval of transfer or transmission of shares, debentures or any other securities;

•    Approve consolidation, split/sub-division of share certificates, transfer of shares, transmission of shares, issue of duplicate share certificates, rematerialization of shares, etc.

•    Review of measures taken for effective exercise of voting rights by shareholders.

•    Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

•    Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

•    To appoint/remove Registrars and Transfer Agents;

•    Review and take on record the internal audit reports of the Registrar and Transfer Agents, if any, from time to time.

•    Review engagement with investor/analyst.

•    Carrying out any other function as may be decided by the Board or prescribed under the Companies Act, 2013, the SEBI Listing Regulations, or by any other regulatory authority.

The Stakeholders Relationship Committee as on March 31, 2026 comprises of three (3) Members, out of which two (2) are Non-executive, Independent Directors and one (1) is Managing Director & CEO.

The Stakeholders Relationship Committee met four (4) times during the year under review.

The average attendance of Committee Members at Meetings held during the year ended March 31, 2026 was 100%.

Vikas Mehra, Company Secretary also acts as the Compliance Officer of the Company in accordance with the requirements of SEBI Listing Regulations.

*The Company had received one investor complaint through SEBI Scores on March 21, 2026 which was duly responded by the Company on March 31, 2026. The Company was awaiting closure of the complaint from SEBI.

The Company discloses details of the Investors’ complaints as received by the Company through SEBI SCORES / Stock Exchanges / any other regulatory authority.

8. Information Technology Strategy Committee

The Board of Directors of the Company has constituted Information Technology Strategy (“IT Strategy”)

Committee for oversight over the core Information Technology & Information Security as key focus areas for the Company.

Terms of Reference

To approve strategy for Information Technology (IT) & Cyber Security and policy documents, ensure that IT strategy is aligned with business strategy, review IT and cyber risks, ensure proper balance of IT investments for sustaining the Company’s growth, ascertain if the management has deployed proper tools to ensure the management of IT risks & cyber risks, review technology from a future readiness perspective, overseeing key projects progress & critical IT systems performance, review of special IT initiatives, consider the IRDAI inspection report/directives received from time to time by the Company in the areas of information technology and cyber security and to review the compliance of various actionable arising out of such reports/directives as may be deemed necessary from time to time.

Composition and Attendance as on March 31, 2026:

The IT Strategy Committee as on March 31, 2026 comprises of three (3) Members, out of which one (1) is Non-executive, Independent Director, one (1) is Nonexecutive, Non-independent Director and one (1) is Managing Director & CEO.

Recommendations of mandatory Committee(s)

During the year under review, all the recommendations made by the Board Committees were accepted by the Board.

Executive Committees

In addition to the above, the Company has from time to time constituted various Executive Committees, comprising of top level management, senior management and other senior level executives of the Company, namely, Product Management Committee, Claims Review Committee, Outsourcing Committee, Operational Risk Management Committee, Market Risk Management Committee, Debenture Committee, Insider Trading Committee, Information Security Committee, IIO Executive Committee, Bank Operations Committee, ESG Steering Committee, IND AS Steering Committee, Expense of Management Committee, Prevention of Sexual Harassment Committee, Insurance Awareness Committee and Advertisement Committee, etc.

ROLE OF THE COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS

The Company Secretary of the Company is designated as Compliance Officer for the purpose of ensuring compliance with SEBI Listing Regulations and Insider Trading Regulations.

The Company Secretary plays a pivotal role in facilitating and strengthening the corporate governance framework of the Company. As a key managerial personnel and compliance officer, the Company Secretary ensures that the Company operates within the applicable legal and regulatory boundaries while upholding the principles of transparency, accountability, and ethical business conduct. The Company Secretary acts as an advisor to the Board of Directors on matters relating

to corporate governance, regulatory developments, and best practices, thereby supporting informed decision-making and risk mitigation. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors for effective deliberations and decision making.

In addition to ensuring timely and accurate regulatory disclosures and filings, the Company Secretary is entrusted with the efficient management of Board and Committee processes, including convening meetings, preparing agendas, recording and maintaining minutes, and ensuring compliance with applicable Laws, Regulations and Secretarial Standards. The Company Secretary interfaces between the Board of Directors, Management of the Company, regulatory authorities (MCA & SEBI) and other relevant stakeholders for various matters including corporate governance. The Company Secretary also acts as a link between the Members and the Board of Directors of the Company.

Through consistent focus on compliance, governance education, and ethical leadership, the Company Secretary contributes significantly to fostering a culture of good governance and corporate responsibility. This, in turn, enhances stakeholder confidence and reinforces the Company’s commitment to long-term sustainable growth.

The Company Secretary assists in implementing induction and familiarisation programmes for Directors, enabling them to remain updated on regulatory developments, industry trends and governance best practices. The Company Secretary also supports the process of performance evaluation of the Board, its Committees and individual Directors in accordance with applicable regulatory requirements, thereby contributing to enhanced Board effectiveness. Further, the Company Secretary plays a key role in ensuring transparent stakeholder communication, overseeing timely and accurate investor

disclosures, and facilitating prompt redressal of investor grievances. In fulfilling this role, the Company Secretary supports the Company's commitment to fair disclosure practices and the orderly, equitable dissemination of material information to all stakeholders.

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

The Board of Directors of the Company, based on recommendation of the Board Nomination and Remuneration Committee, has adopted the performance evaluation framework which lays down Guidelines for annual performance evaluation of the Board, its Committee(s), Chairperson and individual Director(s) ("the Framework") in accordance with the applicable provisions of the Act, SEBI Listing Regulations and in line with Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, and IRDAI CG Regulations. The evaluation framework adopted by the Board ensures a structured and objective assessment.

The performance evaluation is carried out based on the evaluation criteria as defined under the Framework adopted by the Board, on an annual basis. Some of the key factors against which the Board's performance is assessed includes:

•    Board as a whole including Board remit, Composition, Structure and Processes, Culture and Communication, Relationship with Management and relevant stakeholders;

•    Discharge of responsibilities and obligation;

•    Providing strategic direction, ethics & compliance, risk evaluation;

•    Effectiveness in overseeing the material issues;

•    Board participation, quality and timeliness of flow of information between the Management and the Board for decision-making.

Evaluation Framework and Process

The evaluation process for FY2026 was conducted through the application based survey, led by the Chairperson of the BNRC in coordination with the Chairperson of the Board. The Framework incorporates defined evaluation criteria and guidelines to facilitate a comprehensive assessment of the performance of the Board and its constituent bodies. All the Directors of the Company participated in the evaluation process.

The performance of the Board is assessed basis its roles, responsibilities and obligations, composition, structure and processes, culture and communication, relationship with stakeholders, risk management and compliance monitoring, openness and transparency in Board room engagements, discussion and guidance on strategic issues, performance on key areas, providing feedback to executive management, responsiveness to evolving business and regulatory landscapes, experience and diversity on the Board, robust succession plan, quality, quantity and timeliness of flow of

The Company has taken various initiatives from time to time basis recommendations of the Directors, in a timely manner. During the year, the Company has continued to maintain its market leadership and has also implemented various strategic initiatives to enhance its digital infrastructure and cybersecurity measures. These initiatives include review of IT and cyber risks, oversee digital transformation. The Company has embraced cutting-edge technologies such as artificial intelligence and machine learning, as well as chat bots, to provide customers with an enhanced experience at every stage of their journey, from onboarding to claims settlement. Additionally, the Company has organized session on customer retention initiatives and value-added services, reserving methodolgy and reinsurance philosophy, ensuring that the Board of Directors are well-informed on these critical issues.

The Board determined that the performance of the Board as a whole, its Committee(s), Chairperson and individual Director(s) was satisfactory. The Board also accorded its satisfaction in areas such as transparency, good governance and effective Board collaboration.

The Board further noted that the Committees are functioning well and besides the Committee's terms of reference as mandated by law, important issues are brought up and discussed in the Committees.

FAMILIARISATION PROGRAMME FOR DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Board of Directors of the Company are provided with every opportunity to familiarise themselves with the general insurance industry, Company's strategy, performance, key regulatory developments, etc. With this deep and ongoing engagement, the Board is well-equipped to provide valuable insights and strategic direction, enabling it to effectively fulfil its responsibilities and contribute to the Company's long-term success in alignment with stakeholder's expectations and societal goals.

Familiarisation programs imparted upon appointment of the Director

The familiarisation programme intends to provide an introductory orientation to the newly inducted Directors on the Board and to familiarise the Directors with the business, operations and compliances of the Company as well as providing them an insight to their expected roles, rights and responsibilities in the Company.

The Directors inducted on the Board are familiarised through orientation sessions that covers an overview of the Company, its vision and mission, organisation structure, investor relations, business and strategies, risk management framework, etc. The Company also familiarise the new Director about the

dynamics of the insurance industry to help them in meaningful deliberations and in taking informed decisions. The functional heads of the Company brief the new Director on the different aspects of the business as well as critical support functions of the Company. The Company also brief new director on the terms of reference of the respective Committee(s) of which he/ she is/are appointed as a Member/Chairperson.

All the Non-executive, Independent Directors are made aware of their roles and duties at the time of their appointment through a formal letter of appointment which also stipulates other terms and conditions of their appointment. The newly inducted Non-executive, Independent Directors are also provided with the key governance policies/codes of the Company.

During the year, two induction programs were conducted for Independent Directors on their appointment as Chairpersons of Committees, to familiarise them with their enhanced roles and responsibilities. The structured sessions were designed to familiarise the Directors with the Company's business model, strategic objectives, industry landscape, governance framework, and key regulatory requirements, enabling them to effectively contribute to Board deliberations.

Familiarisation programme on continual basis

The Company places significant emphasis on the continued development of Independent Directors through various engagements. As part of the ongoing familiarisation, business/ functional heads make regular presentations on business performance of the Company. During the year under review, the Directors in their capacity as members of Board/ Board Committees are familiarised through presentations on diverse topics pertaining to industry/market trends, investment outlook, business strategy, reinsurance programmes, compliance, earnings outlook, business transformation project, regulatory developments, risk management and internal controls, corporate social responsibility & sustainability initiatives, ESG, cyber security, technology transformation and digital initiatives, data protection laws, digital strategy and customer centricity, developments triggered due to political, financial or regulatory changes and related impact on overall business, etc.

The Members of various Committees are also presented with the necessary information to enable them to review and grant recommendation/approval as per the terms of reference of the respective Committees. Further, periodic meetings are also conducted on one-on-one basis between the Board of Directors and Senior Functional Heads of the Company to provide deeper insights on various aspects of business. The Company also convene Board Strategy Meeting for a detailed deliberation on the Company's strategies and regulatory changes.

As a part of continual Familiarisation programme, a Board Strategy Meeting was held during FY2026. This meeting served as a platform to engage the Board of Directors in indepth discussions on the Company’s overall strategic direction.

These strategy sessions provided the Board with valuable insights into evolving business priorities and market dynamics, enabling them to better understand the Company's long-term vision and contribute meaningfully to strategic decisionmaking.

The Company also regularly organised various developmental and compliance-focused sessions and workshops to promote continuous learning and governance excellence among its Board members. During the year, the Company continued to familiarise Independent Directors on key aspects of the business, industry developments, regulatory changes, customer insights and strategy. These programmes were delivered through Board/Committee deliberations, premeeting briefings, structured internal and external sessions, site visits and ongoing communications.

During FY2026, the Company continued to strengthen its familiarisation initiatives for Directors through a series of focused and thematic sessions. These included sessions on customer retention initiatives and value-added services, reserving methodology, and reinsurance philosophy. The Directors were also updated on other aspects viz. technology, contingent liability status, etc.

The Company organised a visit to its Vashi Call Center, enabling Directors to gain first-hand understanding of the operating model, customer journeys, service quality controls, digital self-service initiatives, and governance practices. The Company had further conducted an insightful session by an external expert on the theme “Lessons through Failure, Adversity and a Chance Encounter.” The session provided Directors with a well-rounded perspective and translated experiences of resilience, accountability, prudent risk-taking and sound decision-making aligned to values.

The Board Members were periodically apprised of material business developments through email communications, as required. Further, detailed presentations were made at Board and Committee meetings to keep Independent Directors informed on critical matters, as outlined above.

The details of above mentioned programs attended by the Board of Directors along with number of hours spent by Independent Directors during the year, are elaborated in the Familiarisation Programme for FY2026. The same is hosted on the Company’s website and can be viewed at https:// www.icicilombard.com/docs/default-source/policies-of-the-companv/familiarisation-programme-fv2026.pdf

DIRECTORS AND OFFICERS (‘D&O’) INSURANCE

Regulation 25(10) of SEBI Listing Regulations requires top 1000 listed entities (based on market capitalisation), to undertake D&O insurance for all their Independent Directors of such quantum and for such risks as may be determined by the Board of Directors.

The Company has taken D&O Policy to indemnify all the Directors and Officers for claims brought against them which is currently in force.

SUCCESSION PLANNING

The Company recognizes that effective succession planning is pivotal to the continuity and long-term sustainability of the Organization. The structured approach aims to identify, develop, and retain top talent, thereby mitigating risks associated with leadership transitions and ensuring seamless business operations.

The succession planning framework focuses on identifying high-potential individuals and preparing them for key leadership roles. Through regular talent reviews and readiness assessments, the Company identifies potential successors for critical positions. This proactive strategy enables the Company to address potential vacancies promptly, either by promoting internal talent or, when necessary, recruiting externally.

The Company continued to strengthen its succession planning at senior and mid-levels to ensure the mitigation of Business Continuity Risk.

The Board Nomination and Remuneration Committee (BNRC) plays a pivotal role in overseeing the succession planning processes. The BNRC is responsible for formulating policies related to the composition and remuneration of the Board and Senior Management, ensuring alignment with the Company's objectives. Additionally, the Committee evaluates the qualifications, experience, and competencies of individuals considered for appointment or reappointment to the Board, ensuring they meet the "fit and proper" criteria.

For Executive Directors and other Senior Management positions, succession planning is managed within the Company and ICICI Group. In instances where suitable internal candidates are unavailable, the Company actively seek external talent to fill key roles.

The BNRC also oversees the appointment of Key Managerial Personnel and Key Management Persons, evaluate candidates based on their qualifications, experience, and alignment with the Company's strategic needs.

The appointments are subject to the approval of the Board of Directors and Members of the Company, if applicable, based on the Committee's recommendations, and in compliance with applicable regulatory requirements.

The succession planning is closely aligned with the Company's long-term strategy, ensuring that leadership transitions support the growth objectives and Organizational culture. By investing in the development of the talent pool, the Company aims to build a resilient leadership pipeline capable of navigating the evolving business landscape.

The annual review of the Succession Plan for key senior positions is carried out to facilitate the development and career planning of high potential talent and to mitigate risk arising from attrition and ensure business continuity.

Particulars of senior management including the changes therein since the close of the previous financial year

Pursuant to SEBI Listing Regulations, as on March 31, 2026, following officials of the Company were designated as Senior Management:

•    Girish Nayak, Chief - Technology and Health Underwriting & Claims

•    Gopal Balachandran, Chief Financial Officer

•    Prasun Sarkar, Appointed Actuary and Chief Actuarial Officer

•    Vinod Mahajan, Chief Investment Officer

•    Jerry Jose, Chief - Human Resources

•    Sandeep Goradia, Chief - Corporate, International & Bancassurance

•    Gaurav Arora, Chief - Reinsurance, Underwriting & Claims (Property & Casualty)

•    Anand Singhi, Chief - Retail and Government

•    Girish Sehgal, Chief - Customer Experience, Support & Operations

•    Amit Kushwaha, Head - Legal & Chief Compliance Officer

•    Vikas Mehra, Company Secretary

•    Steve Dsouza - Chief Risk Officer

During the year under review, there were no changes in the Senior Management Personnel of the Company.

Pursuant to Regulation 26(5) of SEBI Listing Regulations, all the Members of Senior Management have confirmed that there are no material, financial and commercial transactions wherein they have a personal interest that may have a potential conflict with the interest of the Company at large.

DETAILS OF REMUNERATION FOR FY2026I. Whole-time Directors:

The Board of Directors of the Company, at their Meeting held on April 15, 2025, based on the recommendation of the Board Nomination and Remuneration Committee, approved the proposal for revision in the remuneration of Whole-time Director of the Company for FY2026, subject to approval of the Members of the Company and IRDAI. Further, the Board of Directors of the Company in the same Meeting based on the recommendation of the Board Nomination and Remuneration Committee, approved the grant of stock options to Whole-time Director of the

Company under ICICI Lombard-Employees Stock Option Scheme-2005 for FY2026, subject to the approval of Members of the Company and IRDAI.

The Members of the Company at their Twenty-Fifth AGM held on June 30, 2025 has approved the revision in remuneration including grant of stock options to Wholetime Director of the Company for FY2026. Subsequently, the remuneration excluding grant of stock options to Whole-time Director was also approved by IRDAI on January 16, 2026.

The Company does not pay any severance fees to its Whole-time Director. The tenure of the office of Wholetime Director of the Company is five years as approved by the Members of the Company and IRDAI. The notice period for Whole-time Director, as specified in the terms of appointment is three months. The exercise price of stock options granted is the latest available closing share

price on the Stock Exchange which recorded the highest trading volume in the equity shares of the Company on the trading day immediately preceding the date of grant.

Remuneration disclosures as required under the Master Circular on CG

The details of remuneration as required under the Master Circular on CG are disclosed in note no. 5.1.11 of Schedule 16 of the financial statements.

II. Non-executive, Independent Directors:

The Company's Non-executive, Independent Directors do not have any pecuniary relationships or transactions with the Company, except to the extent of insurance policies taken by them in the ordinary course of business, the sitting fees, reimbursements paid to them for attending Board and Committee Meetings and fixed remuneration.

As provided in the Articles of Association of the Company, the fees payable to the Non-executive, Independent Directors for attending Board and Committee Meetings is decided by the Board from time to time and is within the limits prescribed by the Act.

The remuneration payable to Non-executive, Independent Directors is in compliance with the Compensation Policy which is also hosted on the website at: https://www. icicilombard.com/docs/default-source/policies-of-the-company/policy-on-appointment-and-compensation-of-employees-and-framework-for- remuneration-to-non-executive-directors.pdf.

In addition to sitting fee, Non-executive, Independent Directors are entitled to remuneration of ^2.00 million per annum or in the proportion to his/her tenure in the Company for relevant financial year.

III. Non-executive, Non-independent Directors:

The Company's Non-executive, Non-independent Directors do not have any pecuniary relationship with the Company except to the extent of insurance policies taken by them in the ordinary course of business. Master Circular on CG had permitted the insurers to pay remuneration to the Non-executive Director(s) appointed under Section 48A of the Insurance Act, 1938.

Non-executive, Non-independent Directors of the Company are not eligible for any sitting fees and remuneration during FY2026.

All the Non-executive Directors would be entitled to reimbursement of expenses for attending Meetings, official visits and participation in various forums on behalf of the Company.

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

The Company is in compliance with the provisions relating to the constitution of an Internal Complaints Committee under

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

The Company believes in providing a safe and secure working environment. The Company on an ongoing basis, provides education, training sessions and awareness amongst employees.

The Company has in place Guidelines against Sexual Harassment at Workplace (“Guidelines”) in adherence to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same 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.

The Company through its Guidelines ensures that all such complaints are resolved within defined timelines. The details of complaints received / disposed during FY2026 are provided in the Board's Report.

INTERNAL CONTROL

The Company's internal control systems are commensurate with the nature of its business and size and complexity of its operations. The Company has adopted the following

Frameworks in order to ensure that internal controls are adequate and effective.

Internal Audit Framework

Internal Audit’s mission is to provide independent objective assurance on the effectiveness of internal controls, risk management and corporate governance and to suggest improvements to add value. It helps the Company to accomplish its objectives by evaluating and improving the effectiveness of risk management, internal controls and governance processes, through a systematic and disciplined approach.

The Company has an established Audit Charter and Internal Audit Policy approved by the Board, which is based on a risk based approach. An annual Risk Based Audit Plan (RBAP) is drawn up on the basis of risk profiling of the businesses/ departments of the Company which is approved by the Audit Committee at the beginning of every financial year.

Internal Audit acts as an independent entity and reports to the Audit Committee. Internal Auditor has unrestricted access to the Chairperson of the Audit Committee and the Managing Director & CEO of the Company. Internal Audit carries out audits based on the approved RBAP and key audit findings, the recommendations and compliance mechanism are reported to the Audit Committee on a quarterly basis. The scope of Internal Audit includes the review of risk management procedures, internal control systems, compliance monitoring mechanism, information systems and governance processes. Internal Auditor also closely monitors effective implementation of the recommendations. In addition, Internal Audit also reports audit ratings, audit culture assessment and trend of risk through various executive reports to the Audit Committee on a periodic basis. The Chairperson of the Audit Committee briefs the Board on deliberations at the Audit Committee Meeting.

Internal Audit Team comprises of audit staff with sufficient knowledge, skills, experience and professional certifications. Internal Auditor exercises due professional care while carrying out the audit assignments. For audit execution, Internal Audit deploys resources with expertise and adequate understanding of business activities. In the areas of emerging technologies requiring specialised skill sets, Internal Audit also engages external subject matter experts wherever required.

In accordance with IRDAI directives, the Company also carries out a concurrent audit of investment operations through a Chartered Accountant firm and reports the findings to the Audit Committee on a quarterly basis.

Compliance Monitoring Framework

The Company has in place Compliance Monitoring Framework which articulates the compliance requirements of different activities of the Company with respect to the Insurance Laws, identification of assessment units and sub-assessment units for compliance testing, control mechanisms to mitigate the inherent risk and determination of residual risk. The compliance function of the Company disseminates the information regarding the relevant laws, regulations and circulars related to insurance business to various functions. It also serves as

a reference point for the employees of various functions for seeking clarifications on applicable laws, regulations and circulars issued by the regulatory authorities. The compliance function of the Company also monitors the adequacy of the compliance requirements across the Company through its Compliance testing plan. Key issues observed as part of this monitoring are reported to the Audit Committee on a quarterly basis and implementation of recommendations is actively monitored.

The Company has adequate systems and processes commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, guidelines, etc.

A compliance certificate signed by the Managing Director & CEO of the Company, based on the certification from respective functional heads, is placed before the Audit Committee and Board on a quarterly basis and if required, corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems.

Internal Financial Controls and their Adequacy

Internal control over financial reporting is a process designed to provide reasonable assurance concerning the accuracy and reliability of financial reports and the preparation of financial statements for external purposes, in compliance with generally accepted accounting principles and the Company's policies and procedures.

The Company has established internal financial controls, commensurate with size, scale and complexity of its operations and the same are monitored and reviewed periodically by the Management for its adequacy and appropriateness. These have been designed with an objective to provide a reasonable assurance with regard to maintaining proper accounting controls, safeguarding of assets, prevention and detection of frauds and errors, ensuring operating effectiveness and efficiency, reliability of financial reporting, executing transactions with proper authorisation and compliance with applicable regulations and Board approved policies.

The Company has complied with internal financial controls as per the provisions prescribed under the Act, SEBI Listing Regulations and Section 404 of Sarbanes Oxley Act, 2002. These controls are covered under the Internal Financial Control Framework, which is aligned with the Internal Control Framework given by the Committee of Sponsoring Organisations of the Treadway Commission 2013 (“COSO”).

The Company has in place both Entity Level Controls and Process Level Controls to provide reasonable assurance with regard to recording and providing reliable financial and operational information. The Entity Level Controls broadly cover Corporate Governance, Core Committees, Core Policies and Risk management & Fraud Control framework. The Process Level Controls ensure processes are documented, risks are identified for each process and implement controls to mitigate identified risk and classify those controls as either preventive or detective. The design and operating effectiveness of internal financial controls is exhibited through

control testing with samples at periodic intervals. The Joint Statutory Auditors of the Company have verified the systems and processes and confirmed that the internal financial controls over financial reporting are adequate and such controls are operating effectively.

The Company, on a quarterly basis, presents to the Audit Committee an evaluation of observations, if any, above a materiality threshold, reported by other departments of the Company for any Financial Statement impact viz. Internal Audit Group, Compliance Group, Fraud Monitoring Group and Operational Risk Management Group. All the reported observations are then evaluated for significant deficiency and material weakness.

Risk Management Framework

The objective of the Company’s Risk Management Framework (“the Framework”) is to ensure that all material risks across the organization are systematically identified, assessed, evaluated, and effectively mitigated. The Framework provides a structured approach to risk management by defining the policies, procedures, governance mechanisms, and standards required to manage risks in a consistent and disciplined manner.

The Company has adopted an enterprise-wide risk management approach, under which risks are categorized into the following six broad groups:

1.    Credit Risk

2.    Market Risk

3.    Underwriting Risk

4.    Operational Risk

5.    Strategic Risk

6.    Environmental, Social and Governance (ESG) Risk

This categorization enables comprehensive coverage of all risk dimensions and helps ensure that emerging risks, as well as traditional risk drivers, are captured and managed adequately.

The broad structure of the Framework is as follows:

•    Risk Identification, Assessment and Evaluation

•    Risk Mitigation process

•    Risk Management and Oversight structure

•    Risk Monitoring and Reporting Mechanism

The Company’s Enterprise Risk Management (“ERM”) function conducts a comprehensive Risk and Control Self-Assessment (RCSA) across all identified business units and functions that constitute the Company’s risk universe. This exercise enables the systematic identification, assessment, and evaluation of existing risks, as well as the timely detection of emerging risks, ensuring that the overall risk profile of the Company remains current and accurately represented.

The RCSA process also involves assessing risks and identifying areas requiring additional mitigation or strengthening. Insights derived from this assessment are consolidated and used to

support decision-making, risk prioritization, and enhancement of the internal control environment.

The Company has in place an Operational Risk Management Committee, Market Risk Management Committee, Outsourcing Committee, ESG Committee, IIO Executive Committee, Product Management Committee and Information Security Committee. The referred Committees are internal Governance Committees comprising of various functional Heads of the Organisation, to monitor the levels of risk and their effective management in different focused areas of ERM. The risks are further monitored on a quarterly basis by using a risk heat map, curated based upon probability and severity. A Risk Register is maintained to capture inventory of risks that the Company is exposed to along with mitigation and corrective action plans. The Risk Management Committee is updated on the material enterprise wide risk management aspects on a quarterly basis. As part of the comprehensive ERM exercise, critical and core risks along with the detailed mitigation plan(s), as applicable, are presented to the Risk Management Committee on a quarterly basis. The risk mitigation plans are monitored regularly by the Company to ensure timely and appropriate execution. The Company further measures each of its Board approved Key Risk Indicators against a set of pre-defined tolerance levels. The tolerance threshold levels and the actual tolerance scores arrived at, facilitate classification of identified risks into the significant, high, medium and low risk categories. The key risk indicators are reviewed at least annually for concurrent updations to the Risk Management Framework of the Company. The Internal Audit Department is responsible for reviewing the adherence to various risk management processes within the Company. Further, compliance testing is done on a periodic basis and the Audit Committee is kept apprised on the outcome of the same.

The Reinsurance Program of the Company defines the retention limit for various classes of products. Further, the Company has in place a risk retention reinsurance philosophy, which lays down broad guidelines for product-wise retention limits on a per-risk basis as well as a retention limit on a per-event basis. The Underwriting Policy aims at laying down product-wise approval limits for various underwriters. The Investment Policy lays down the asset allocation strategy to ensure financial liquidity, security and diversification. The Operational Risk Management Policy defines the tolerance limits for operational risk losses and lays down the framework for monitoring, supervision, reporting and management of operational risk(s) for the Company. The Company has adopted the Information and Cyber Security Policy in line with Guidelines issued by IRDAI on Information and Cyber Security. The various policies adopted by the Company are reviewed on a periodic basis, at defined intervals, to ensure concurrent and relevant amendments and updations to the policies.

The Company underwent a successful audit as part of compliance to the ISO 31000:2018 enterprise risk management guidelines and norms in FY2026.

The Company has a Business Continuity Management Policy and Crisis Management Plan in place, which is aligned to

the IRDAI Guidelines on Business Continuity Management and Planning and ISO 22301:2019 standards. The Policy is reviewed to incorporate concurrent developments on a periodic basis. Stress testing and reverse stress testing is conducted as part of Internal Capital Adequacy Assessment Process (ICAAP) to identify and quantify the overall impact of different stress scenarios on the Company’s financial position.

Cyber Security

In a rapidly evolving digital environment, technology-driven transformation has become integral to innovation and operational efficiency across industries. This increased digital adoption, however, also heightens exposure to cyber risks, including sophisticated and evolving cyber-attacks.

To address these challenges, the Company has prioritised the protection of its information assets through a robust governance framework for information and cyber security. This framework is overseen by the Information Security Committee, which comprise of senior leadership representatives from all key functional areas within the Organization. The Company’s security strategy is underpinned by the principle of “defense in depth,” ensuring layered security controls across people, processes and technology to strengthen cyber risk management and internal controls.

At the heart of Company’s cyber security framework lies the triad of Confidentiality, Integrity and Availability (CIA), which guide all information security initiatives. The Company’s approach is further supported by a Board approved Information and Cyber Security Policy ("the Policy"), meticulously aligned with ISO 27001:2022, ISO 27017:2015, Cloud Security standards, regulatory guidelines set forth by IRDAI, International Financial Services Centres Authority (IFSCA) and global security best practices.

The implementation of this Policy and accompanying strategic plan ensures the comprehensive safeguarding of all information assets across the Organization. Through the establishment of robust management processes, the Company strives to mitigate risks associated with cyber threats, encompassing detection, prevention and response measures. Some of the implemented controls include 24*7 Security Operations Centre (SOC), Distributed Denial of Service (DDoS), Cloud Security Management, Advanced Threat Prevention, Web Application Firewall, Next Generation Firewall and Security Web Gateway, Endpoint Detection Response, Identity & Access Management, Attack Surface Monitoring & Threat Intelligence services, Vulnerability Management Program, Brand Monitoring, Data Leakage Prevention, Data encryption & masking etc.

As part of the Company’s Information Security framework based on ISO 27001:2022, ISO 27017:2015 standards and guidelines from IRDAI and IFSCA, independent external

auditors periodically review, validate and certify the controls implemented by the Company. Periodic independent cyber security assessment exercises are also carried out to validate and test effectiveness of the implemented controls. Internal audit function independently oversees the governance, implementation and ongoing effectiveness of the information and cyber security framework.

The Company conducts comprehensive security awareness programs to enhance the level of cybersecurity and privacy awareness among its customers and employees using multiple channels such as social media, website, emails and posters in branches. The Company also has mandatory information security awareness training programs, email advisories and conducts quiz on various themes of security attacks for employees. The Board Members also receive dedicated training from Information Security Management team in collaboration with Industry experts and are regularly updated on the cyber risk profile and emerging risks.

The Company’s cyber security approach remains proactive, risk-based and aligned with industry best practices. During the year under review, no material cyber security incidents or breaches were reported.

Data Privacy and Protection

The Company recognises that every piece of personal data entrusted to it represents individuals who rely on the Company to act responsibly and lawfully. Protecting this trust is fundamental to the Company’s operations, particularly given its role as an insurance provider handling sensitive personal information.

Data protection practices are grounded in the principles of lawfulness, transparency, purpose limitation, data minimisation, accuracy, storage limitation and security safeguards, in line with applicable regulations. The Company maintains comprehensive inventories of personal data processed across business functions to ensure visibility, accountability and compliance. Personal data is retained only till it is required to fulfil legitimate business purposes and statutory obligations.

The Company’s existing data privacy and protection framework operates in accordance with applicable insurance regulatory requirements, including guidelines issued by IRDAI, and recognised data protection best practices. In view of the Digital Personal Data Protection Act, 2023 (DPDP Act) and the associated Rules, the Company is in the process of progressively implementing the DPDP requirements in line with the timelines prescribed by the Regulator. Necessary policy enhancements, process changes and system upgrades are being undertaken to ensure full compliance within the stipulated timeframe.

Key elements of the Data Privacy Consent and Data Principal Rights

The Company obtains appropriate consent for collection and processing of personal data, where required. Mechanisms are being strengthened to support consent management and data principal rights under the DPDP Act, including grievance redressal and consent management, in accordance with the regulatory rollout.

Privacy Governance and Oversight

Data privacy and protection are key governance priorities and are overseen at senior management and Board Committee levels. Board-level Committees provide oversight of privacy, information security and cyber risks as part of the enterprise risk management framework and receive periodic updates covering privacy risks, regulatory developments and implementation progress.

Privacy by Design and Default

Privacy considerations are embedded into business processes, technology systems and product development stages. New initiatives and system changes are reviewed by the data privacy function to identify risks and implement appropriate safeguards. Ongoing DPDP implementation requirements are tracked through structured risk and compliance monitoring mechanisms.

Secure Technology and Access Controls

The Company employs security measures such as encryption, role-based access controls and data segregation to protect personal data. Data collection and processing are limited to information required for defined business and regulatory purposes.

Incident Response and Breach Management

The Company has a documented incident response framework that covers identification, containment, investigation and remediation of data incidents. Procedures are being aligned with DPDP related breach notification and reporting requirements as part of the implementation roadmap. Disciplinary measures for violations of data protection and data leakage policies are clearly defined.

Employee Awareness and Training

Regular data privacy and information security awareness programmes are conducted for employees and consultants to reinforce accountability.

Fraud Prevention and Mitigation

The Company follows a zero tolerance approach towards the perpetration or concealment of any fraudulent or illegal act. To align with this commitment, the Company has adopted an Anti-Fraud Policy as part of the Fraud Risk Management Framework (“the FRMF”) in line with Insurance Fraud Monitoring Framework (FMF) Guidelines, 2025.

The Anti-Fraud Policy applies to all vendors, customers, distribution channels, and business partners to the extent that any resource of the Company is involved or impacted.

The Company has established robust system controls, and processes across its functions to deter, prevent, detect, investigate, report and remediate fraud. Fraud risk is managed through a combination of proactive and reactive measures. Proactive management is done by using triggers to identify suspected frauds and through random sample checks. Reactive management is done through structured incident management processes for timely investigation and resolution. The Company ensures the implementation of appropriate corrective and preventive controls to mitigate the risk of recurrence, undertakes financial recovery wherever applicable, and initiates disciplinary action against involved employees in accordance with the Company's Employees Code of Conduct. Based on the severity and nature of the incident, the Company may also initiate proceedings with law enforcement authorities.

To support effective implementation of the FRMF, the Company has designated Operational Risk Management Committee of the Company to operate as Fraud Monitoring Committee (“FMC”), who is also responsible for operationalising the FRMF within the Company and oversee activities related to fraud deterrence, prevention, detection, reporting and remediation. The FMC facilitates the investigation of suspected frauds, ensures adherence to defined internal turnaround timelines from identification to closure and remediation, coordinates fraud reporting through designated officer(s), and ensures timely submission of required fraud reports. Further, the Risk Management Committee of the Company is briefed on identified case of frauds along with actions taken by the Company, on a quarterly basis.

II.    Extra-Ordinary General Meeting (“EGM”)

No Extra-Ordinary General Meeting was held during the financial year under review.

III.    Postal Ballot

During FY2026, the Company had not passed any resolution through Postal Ballot.

MEANS OF COMMUNICATION

Effective communication is a cornerstone of Corporate Governance. The Company believes that timely and transparent dissemination of information enables all stakeholders to make well-informed assessments of the Company’s performance, financial position, and future prospects. Accordingly, the Company places strong emphasis on maintaining open, accurate, and consistent communication with its stakeholders.

The Company regularly disseminates information relating to its financial performance, corporate developments, and key initiatives through various established communication channels. The Company ensures that all material information is made available to stakeholders in a fair and timely manner.

The Company regularly interacts through multiple channels of communication such as:

(MD&A), Corporate Social Responsibility & Sustainability Report, Integrated Report and other important information is circulated to the Members and others entitled thereto electronically along with the Notice of AGM to those Members who have registered their email addresses in the records of the Depository Participant(s)/ Company/ RTA of the Company.

The Integrated Annual Report is also available on the website of the Company and stock exchanges.

Stock Exchanges

The Financial Results, Material events or information as prescribed under Regulation 30 of SEBI Listing Regulations, Shareholding Pattern, Related Party Disclosure, Integrated filings and all periodical and other compliances as prescribed under SEBI Regulations are disclosed to stock exchanges i.e. BSE at https://www.bseindia.com/ and NSE at https://www. nseindia.com/, where securities of the Company are listed.

Digital Communication Platforms

The Company maintains an official presence on professional and other verified social media platforms, including LinkedIn, as an additional medium to share some corporate updates and key initiatives. All the information required to be disclosed under applicable regulatory requirements is disseminated to the Stock Exchanges and thereafter shared on social media platforms, wherever considered appropriate.

Communication to Shareholders

The Company sends various investor centric emails to its shareholders for reminding them to claim their unclaimed/ unpaid dividend, dematerialising the shares, updating KYC details, TDS related, etc. During FY2026, the Company has also sent quarterly financial results to the Members who have registered their email addresses with the Depository Participant(s)/Company/RTA of the Company.

Designated Email Ids

The Company has dedicated email ID for investor services i.e. ir@icicilombard.com and investors@icicilombard.com in case of any queries/ assistance required.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis Report (MD&A) for the financial year under review, is presented in a separate section, forming part of this Integrated Annual Report.

GENERAL SHAREHOLDER INFORMATION

In view of the applicable provisions of the Act, SEBI Listing Regulations, General Circulars dated April 8, 2020, April 13, 2020, May 5, 2020, September 19, 2024 and subsequent circulars issued in this regard, the latest being circular dated September 22, 2025 issued by MCA, the Twenty-sixth AGM of the Members is scheduled to be convened through Video

Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”). Since the AGM will be convened through VC/ OAVM, the deemed venue for Twenty-sixth AGM shall be the registered office of the Company i.e. ICICI Lombard House, 414, Veer Savarkar Marg, Near Siddhivinayak Temple, Prabhadevi, Mumbai - 400 025. In view of the same, the Members are given the facility to attend and participate in the AGM through VC/ OAVM, by following the procedure mentioned in the Notice of the AGM.

The procedure of claiming unclaimed/unpaid dividend from IEPF is hosted on the website of the Company as a part of Investor FAQs which can be accessed at https://www.icicilombard.com/investor-relations.

The Company has always accorded the highest priority for safeguarding the interests of its shareholders and extends all necessary assistance to enable them to claim their unclaimed / unpaid dividends. During the year under review, the Company had participated in Saksham Niveshak, a campaign launched by MCA, by taking proactive measures to support shareholders in claiming their unclaimed/unpaid dividend and to further reduce the overall quantum of unclaimed / unpaid dividend. The Company had also credited the unclaimed/unpaid dividend to the shareholders who had updated their bank account details with their respective Depository Participant(s). As a result of this, the Company has reduced quantum of unclaimed/unpaid dividend of earlier years.

Shareholders holding physical shares are eligible to lodge grievances or avail any service request from the RTA only after furnishing complete KYC details. It is pertinent to note that holders of physical securities, whose folio(s) do not have KYC details updated, are eligible for any payment including dividend, interest or redemption in respect of such folio(s), only through electronic mode.

Accordingly, Members holding shares in physical form who have not updated their KYC details are requested to complete the mandatory KYC by sending an e-mail request along with duly signed Form ISR-1 and other relevant forms to KFintech at einward.ris@kfintech.com. The requisite forms are available for download on the Company’s website at www.icicilombard.com and on the website of KFintech at www.kfintech.com.

Additionally, Members holding shares in dematerialised form and who have still not claimed their unclaimed / unpaid dividend are requested to update their bank account details including IFSC and MICR code with their respective Depository Participant(s).

SEBI has dispensed with the requirement of issuing “payable-at-par” warrants or cheques in cases where electronic payment of dividend is not possible. Accordingly, the members holding shares in dematerialised form are requested to update their KYC details including bank account details to ensure seamless electronic credit of dividends declared by the Company. The Company remains committed to providing all necessary assistance to shareholders for claiming their unclaimed/unpaid dividend.

Pursuant to the provisions of the IEPF Rules, the Board of Directors of the Company have appointed Vikas Mehra, Company Secretary as the Nodal Officer and Akshay Parekh, Associate Vice President - Secretarial as the Deputy Nodal Officer for the purpose of co-ordinating with IEPF authorities. The details of unclaimed/unpaid dividend along with its due date of transfer to IEPF, details of Nodal Officer and Deputy Nodal Officer are hosted on the website of the Company and can be viewed at https:// www.icicilombard.com/investor-relations.

ii) Contingency Insurance Policy for Risks arising out of issuance of duplicate securities and issuance of verification report in case of IEPF claim

In line with Regulatory prescriptions, the Company has obtained Contingent Insurance Policy covering risk arising

out of issuance of duplicate securities and issuance of e-verification report in case of IEPF claim.

iii)    Disclosures with respect to demat suspense account/unclaimed suspense account

There were no shares lying in the unclaimed suspense account for FY2026.

iv)    Listing of Equity Shares on Stock Exchanges

The Company has paid annual listing fees for FY2026 to BSE and NSE where its Securities are listed.

v) Annual Renewal Fees

Pursuant to Section 3A of Insurance Act, 1938, the Company has paid annual renewal fees for FY2026.

vii) Share Transfer System

SEBI, vide its circular dated January 25, 2022, mandated that all service requests from shareholders viz. issue of duplicate share certificates, endorsement, transmission, transposition, etc. shall be processed only in dematerialised form.

Further, SEBI vide its circular dated January 30, 2026, dispensed with the requirement of issuing letter of confirmation to simplify the process for credit of shares pursuant to investor service requests, with effect from April 2, 2026.

As per the revised process, investors are required to have an active demat account before submitting any service request. The investors are required to submit the following documents along with the service request to the Company / RTA:

1.    Latest Client Master List (“CML”) of the demat account, not older than two months and duly attested by respective Depository Participant, and

2.    Duly filled in demat conversion request form.

Upon the receipt of the service request along with requisite documents, the Company / RTA will verify and process the service request. Thereafter, the Company will issue securities to the investor in dematerialisation form, directly in the demat account of the investor, within 30 days of receipt of such request after removing objections, if any.

In accordance with Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018, an audit is conducted by a Practicing Company Secretary, on a quarterly basis, for reconciliation of the total issued capital with the capital held in dematerialised form and the capital held in

physical form. The audit reports, as issued in this regard, are duly submitted to the Stock Exchanges where the equity shares of the Company are listed.

viii) Dematerialisation of Shares and Liquidity

The Company's shares are compulsorily traded in dematerialised form on BSE and NSE. As on March 31, 2026, mode of shareholding in the Company is represented below:

ix) Registrar and Transfer Agent

The Registrar and Transfer Agent of the Company, is KFin Technologies Limited.

Investor services related queries/ requests/ complaints may be directed at the address as under:

KFin Technologies Limited

Unit: ICICI Lombard General Insurance Company Limited

Selenium Tower-B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally,

Rangareddi, Hyderabad - 500 032 Tel: 1800 309 4001 Whatsapp Number: 9100094099 E-mail: einward.ris@kfintech.com

xi) Correspondence Addressa)    Customer Service

Registered Office

ICICI Lombard House, 414, Veer Savarkar Marg,

Near Siddhivinayak Temple, Prabhadevi,

Mumbai - 400 025 Toll Free: 1800 2666

Alternate Contact No. 86 55 222 666 (Chargeable)

Customer Support

601 & 602, 6^th Floor, Interface 16,

New Linking Road, Malad(West),

Mumbai - 400064

Email: customersupport@icicilombard.com

Website: www.icicilombard.com

WhatsApp Chatbot number (RIA: +91 77382 82666)

Grievance Resolution Process for the Policyholders of the Company is available on the website of the Company at: https://www.icicilombard.com/grievance-redressal.

Gift City Office

ICICI Lombard GIC LTD (IFSC Insurance Office),

Unit No 630, Hiranandani Signature Building,

Block 13B, Zone, Gift City, Gandhinagar 382355.

Email: iiogrievance@icicilombard.com Website: https://www.icicilombard.com/gift-city

b)    Investor Relations

Queries related to the operational and financial performance of the Company may be addressed to:

Delzad Jivaasha

ICICI Lombard House, 414, Veer Savarkar Marg,

Near Siddhivinayak Temple, Prabhadevi,

Mumbai - 400 025 Tel: +91 22 61961087 Email: ir@icicilombard.com

c)    Investor Grievances

C Shobha Anand Registrar & Transfer Agent KFin Technologies Limited Selenium Tower-B, Plot No. 31 & 32,

Financial District, Nanakramguda, Serilingampally,

Rangareddi, Hyderabad - 500 032

Tel: 1800 309 4001

Whatsapp Number: 9100094099

Email: einward.ris@kfintech.com

d)    Nodal and Deputy Nodal Officer for co-ordination with the IEPF authority

Nodal Officer

Vikas Mehra Company Secretary

ICICI Lombard House, 414, Veer Savarkar Marg,

Near Siddhivinayak Temple, Prabhadevi,

Mumbai - 400 025

Tel: +91 22 61961222

Email: investors@icicilombard.com

Deputy Nodal Officer

Akshay Parekh

Associate Vice President - Secretarial

ICICI Lombard House, 414, Veer Savarkar Marg,

Near Siddhivinayak Temple, Prabhadevi,

Mumbai 400 025

Tel: +91 22 61961222

Email: investors@icicilombard.com

STATUTORY CERTIFICATESa) Certificate on Compliance with the Employees Code of Conduct

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, a confirmation from the Managing Director & CEO regarding compliance with the Employees Code of Conduct by all the Directors and Senior Management of the Company forms part of this Report as Annexure D.

b)    Certificate on Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, the Certificate from the Joint Statutory Auditors on compliance with the conditions of Corporate Governance forms part of this Report as Annexure E.

The Certificate from the Chief Compliance Officer as required under Master Circular on CG forms part of this Report as Annexure F.

c)    CEO and CFO Certification

Pursuant to Regulation 17(8) of SEBI Listing Regulations, Certification by the Managing Director & CEO and Chief Financial Officer of the Company on the financial statements and the Internal Financial Controls relating to financial reporting for FY2026 has been obtained.

d)    Certificate from Practicing Company Secretary pursuant to the Listing Regulations

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, the Company has obtained a Certificate from Dholakia & Associates LLP, 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/ MCA or any such statutory authority. The Certificate obtained from Dholakia & Associates LLP, Practicing Company Secretaries is forming part of this Report as Annexure G.

OTHER DISCLOSURES Related party transactions

There are no materially significant related party transactions that may have potential conflict with the interest of the Company.

The Policy on related party transactions has been hosted on the website of the Company and can be viewed at https:// www.icicilombard.com/docs/default-source/policies-of-the-company/rpt-policy fy2026.pdf.

Details of non - compliance by the Company, penalty strictures imposed on the Company by the stock exchanges, or SEBI or any statutory authority on any matter related to capital markets

No penalties or strictures have been imposed on the Company by the stock exchanges, SEBI or any other Statutory Authority, for any non-compliance on any matter relating to capital markets, during the last three years.

Fees to statutory auditors

The details of remuneration and other fees to PKF Sridhar & Santhanam LLP, Chartered Accountants and Walker Chandiok & Co. LLP, Chartered Accountants, Joint Statutory Auditors of the Company for FY2026 are given in the Board's Report.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has not filed any application or no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

Loans and Advances to Firms/Companies in which Directors are interested

During the year under review, the Company has not given any loans and advances to firms/companies in which Directors are interested.

Details of Material Subsidiaries

This is not applicable to the Company, as the Company does not have any subsidiary Company.

Details of One Time Settlement

During the year under review, the Company has not filed any application for settlement under the Insolvency and Bankruptcy Code, 2016.

Outstanding Global Depository Receipts or American Depository Receipts or warrants or any convertible instruments, conversion date and likely impact on equity

This is not applicable to the Company, since the Company has not issued Global Depository Receipts or American Depository Receipts or warrants or any convertible instrument.

Commodity price risk or foreign exchange risk and hedging activities

The Company is exposed to foreign exchange risk and the impact of which is not material on the financial statements. The Company does not undertake any commodities business and entered into any hedging transactions for said risks.

Details of utilisation of funds

During the year under review, the Company has not raised any funds through Preferential Allotment or Qualified Institutions Placement as specified under the provisions of the Act and Regulation 32(7A) of SEBI Listing Regulations.

Plant Locations

This is not applicable to the Company, as the Company is not a manufacturing entity.

Agreements relating to the Company

There are no agreements with any party which impact the management or control of the Company or impose any restriction or create any liability upon the Company.

MSME

The Company complies with the requirement of submitting a half yearly return on MSME to the Ministry of Corporate Affairs within the specified timelines.

ADOPTION OF NON-MANDATORY REQUIREMENTS

The Company has complied with all applicable mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation 2 of Regulation 46 and para C, D and E of Schedule V of SEBI Listing Regulations. In addition to the mandatory requirements, the Company has also complied with following non-mandatory requirements:

(i)    Audit Qualifications

The Company's financial statements are unqualified / unmodified.

(ii)    Reporting of Internal Auditor

The Internal Auditor presents the key audit findings by internal audit department of the Company to the Audit

Committee on a quarterly basis along with compliance status on key audit findings reported in previous Audit Committee Meetings. Also, Internal Auditor of the Company presents Risk Based Audit Plan to the Audit Committee.

(iii) Separate posts of Chairperson and Managing Director or Chief Executive Officer

The Company has appointed separate persons to the post of Chairperson and Managing Director & CEO.

The Chairperson of the Company is a Non-executive, Nonindependent Director and is not related to the Managing Director & CEO as per the definition prescribed in Section 2(77) of the Act.

(iv) Shareholder’s Rights

The Company recognizes the rights of the shareholders and strive to facilitate the effective exercise of such rights by ensuring equitable treatment, transparency, timely dissemination of information, and protection of shareholder's interests. The Company enables shareholders to participate effectively and vote in general meetings and actively encourages informed decision making on key corporate governance matters.

The Company provides an opportunity to all the shareholders of the Company to exercise their vote and participate in decisions concerning fundamental corporate changes. Shareholders are provided adequate, accurate, and timely information enabling them to make informed choices, including notice of meetings, explanatory statements, and disclosures as required under the applicable laws and regulations.

The Company has a Board constituted Committee, viz. Stakeholders Relationship Committee (“SRC”) which oversees investor queries / complaints and ensures their timely redressal. The SRC monitors compliance with investor related regulations and periodically reviews the effectiveness of grievance redressal mechanisms.

The status of queries / complaints is reported to the SRC, Audit Committee and Board. The Company has implemented adequate mechanism for investors to raise a query /complaint and has determined reasonable timelines for their redressal.

The SRC is periodically briefed on measures taken by the Company to facilitate the effective exercise of voting rights by shareholders. The Company also presents status of engagement with investors / analyst to the SRC.

The Company believes that a transparent and robust framework should be in place for handling investor grievances, enabling investors to register, track, and escalate their grievances to the appropriate officials in a fair and timely manner.

In order to assist investors with the grievance redressal mechanism, the Company has adopted the Standard Operating Procedure (SOP) for Investor Servicing and Redressal of Investor Grievances which inter alia includes the Rights of the shareholders, Grievance handling mechanism, Escalation matrix, and defined turn around time. The SOP is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/ docs/default-source/policies-of-the-company/sop-for-resdressal-of-investor-grievances.pdf.

The RTA of the Company has implemented online portal which allows investors to submit their service requests and grievances, track their status, and obtain periodical updates. The said portal also includes features such as online acknowledgement, step-by-step procedures, and category selection for service requests / queries. Investors can conveniently lodge their requests / queries through the said portal which is accessible through following link: https://ris.kfi ntech.com/default.aspx#.

SEBI vide its various Circulars, has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. An investor shall first take up their grievance by lodging a complaint directly with the Company / RTA. If the grievance is not redressed satisfactorily, the investor may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process prescribed therein. After exhausting these options for resolution of the grievance, if the investor is still not satisfied with the outcome, he/she/they can initiate dispute resolution through the ODR Portal at https:// smartodr.in/login.

(v)    Independent Directors Meeting

During FY2026, two Meetings of Independent Directors were held on April 15, 2025 and October 14, 2025.

(vi)    Communication of quarterly financial results

The Company sends quarterly financial results to the shareholders whose email addresses are registered with Depository Participant(s)/ Company/ RTA of the Company.

PROTECTING INTEREST OF MINORITY SHAREHOLDERS

A qualified, diverse, and independent Board of Directors ensures that the interests of minority shareholders are duly recognized and protected. The presence of Independent Directors and Board level oversight acts as a key safeguard against actions that may disproportionately impact minority shareholders.

The Company has further strengthened its investor grievance handling processes by adopting stringent and well defined timelines for resolving investor queries. In addition, the Company has extended the facility of lodging queries and complaints through the Online Dispute Resolution (ODR) mechanism in line with applicable regulatory prescriptions, thereby providing shareholders with a structured platform for dispute resolution.

The Company undertakes several measures to reduce unclaimed/unpaid dividend amounts, including proactive and periodic communication with shareholders, publication of relevant details on the Company’s website, and reminders prior to transfer to the Investor Education and Protection Fund (IEPF). The details of unclaimed/unpaid dividend, along with the due dates for transfer to the IEPF, are updated on the Company’s website. Shareholders may view the status of unclaimed dividend at: https://www.icicilombard.com/ investor-relations.

To address routine and recurring shareholder queries relating to securities, dividends, annual reports, and other shareholder related matters, the Company has hosted a comprehensive set of Frequently Asked Questions (Investor FAQs) on its website.

The Company also ensures that all the significant matters impacting shareholder's interest are placed before

shareholders with adequate disclosures, enabling informed and equitable decision-making.

ENHANCING STAKEHOLDERS' VALUE

The Company is committed to delivering sustainable value to all the stakeholders— investors, policyholders, employees, communities, and the environment. The Company’s approach integrates responsible governance, innovation, and a deep understanding of stakeholder expectations to drive longterm success.

The Company prioritizes transparency and integrity in the interactions with stakeholders. By aligning the business strategies with responsible governance practices, the Company aims to build trust and foster enduring relationships. The Company emphasis on timely disclosures, investor communication, and ethical conduct enhances stakeholder confidence and market credibility.

The Company believes that sustainable stakeholder value is achieved through a balanced approach that considers financial success, ethical governance, and positive societal impact. By remaining true to these principles, the Company continue to build trust and create lasting value for all those it serves.

CONSERVATION OF ENERGY    ANDTECHNOLOGY ABSORPTION

The Company has provided details of conservation of energy and technology absorption in ESG Report for FY2026 which is hosted on the Company’s website and can be viewed at https://www.icicilombard.com/docs/default-source/esg/icici-lombard-environmental-social-and-governance-report-fy2026.pdf

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows is as follows:

EMPLOYEE ENGAGEMENT

The Company continues to strengthen its focus on building an inclusive, responsive and high-engagement workplace through a structured and evolving employee engagement framework. These efforts are designed to foster trust, strengthen connect, and create a sense of shared purpose across the Organisation.

Employee feedback remains a key input in shaping engagement priorities and enhancing the overall employee experience. The

Company has established multiple listening mechanisms, including periodic surveys, leadership interactions and structured forums, to capture employee perspectives across different touchpoints. These insights are regularly reviewed to identify emerging themes, assess organisational sentiment and enable timely interventions.

In addition, the Company leverages an Al-enabled engagement platform to gather real-time feedback at critical employee lifecycle milestones. This confidential and continuous feedback mechanism provides deeper insights into on-ground experiences, enabling the identification of trends and areas requiring focused action.

Recognition continues to be an integral component of the engagement philosophy. The Company’s digital recognition platform- iUtsav, facilitates timely and peer-driven appreciation across levels. These platforms enable employees to celebrate achievements in real time, while promoting a culture of appreciation, transparency and performance excellence. Recognition programmes are further reinforced through structured awards and communication initiatives, ensuring visibility and consistency across the Organisation.

The Company periodically review and refine its engagement initiatives to ensure they remain relevant, effective and aligned with evolving employee expectations and business priorities. Through a combination of continuous listening, leadership involvement and technology-led interventions, the Company remain committed to enhancing employee experience and fostering a collaborative and high-performance culture.

The Company's efforts to enhance employee experience continue to receive external recognition, with ICICI Lombard being certified as a Great Place to Work for the seventh consecutive year.

SHARE BASED EMPLOYEE BENEFITS SCHEME(S)a) ICICI Lombard-Employees Stock Option Scheme-2005

In FY2005, the Company has instituted an Employees Stock Option Scheme-2005 (“Scheme 2005”) to enable the employees including executive directors of the Company, to participate in its long term growth and financial success of the Company. The Scheme 2005 aims at achieving the twin objectives of aligning employee interest to that of the shareholders and retention. Through employee stock option grants, the Company seeks to foster a culture of long-term sustainable value creation.

The Scheme 2005 was instituted by the Members at the AGM held on July 22, 2005 and amended from time to time and last amended and approved by the Members of the Company at its AGM held on July 6, 2023.

Post listing of the Equity Shares of the Company, the revised Scheme 2005 has been approved by the Members

of the Company and new options were granted to the eligible employees under normal and special grant in year 2018. Options granted under normal grant for the year from 2018 to 2023 would vest in a graded manner over a three year period with 30%, 30% and 40%. Options granted under Special grant would have a lock-in period of 36 months from the date of grant with 50% of the options vesting on July 31, 2021 and the remaining 50% vesting on July 31, 2022. Exercise Period for all the grants would commence from the date of vesting and will expire on completion of five years from the date of vesting of stock options.

As per the Scheme 2005, as amended from time to time, the maximum number of options granted to any eligible employee/director in a financial year shall not, except with the approval of the Board, exceed 0.10% of the issued equity shares at the time of grant of Option(s) and the aggregate of all such Option(s) (net of forfeited/lapsed) is limited to 8.98% of the aggregate number of issued Shares of the Company, from time to time, on the date(s) of grant of Option(s).

The Company has granted Stock Options to the Eligible Employees from time to time aggregating to 4,53,85,158 Options till March 31, 2026.

The Scheme 2005 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”).

Particulars of options granted by Company up to March 31, 2026 are given below:

The Company follows intrinsic value method for accounting of options granted under the Scheme 2005, hence there was no charge in the Revenue Accounts and Profit and Loss Account. The Company has also disclosed in the note no. 5.1.17 of Schedule 16 of the financial statements, the impact on profit and loss account with corresponding impact on Earning Per Share on account

of difference between the employee compensation cost computed under the Intrinsic value method and the employee compensation cost that would have been recognised if the Company uses the Fair Value method.

b) ICICI Lombard-Employees Stock Unit Scheme-2023

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 the adoption of ICICI Lombard-Employees Stock Unit Scheme - 2023 (“Unit Scheme 2023”), subject to approval of Members of the Company. Subsequently, the Unit Scheme 2023 was approved by the Members at the AGM held on July 6, 2023.

The Unit Scheme 2023 has been introduced with the following objectives:

i.    To enable employees participation in the business as an active stakeholder to usher in an ‘Owner-Manager’ culture and to act as a retention mechanism;

ii.    To enhance employees motivation; and

iii.    To enable employees to participate in the longterm growth and financial/ overall success of the Company.

Under the Unit Scheme 2023, the Company would be able to grant, offer, issue and allot not exceeding 50,00,000 (Fifty Lakhs) Units, in one or more tranches as may be determined by the Board / any authorised Committee to eligible employees of the Company in accordance with SEBI SBEB & SE Regulations. Further, these 50,00,000 (Fifty Lakhs) Units shall be granted, in one or more tranches as may be determined by the Board over a period of 5 years, which shall entitle the Unit holder, one fully paid-up equity share of face value of T 10 of the Company (as adjusted for any changes in capital structure of the Company) against each Unit exercised and accordingly, up to 50,00,000 (Fifty Lakhs) equity shares of face value of T 10 shall be allotted to the Eligible Employees under the Scheme. The maximum number of Units granted to any Eligible Employee shall not exceed 20,000 Units in any financial year.

Units granted under the Unit Scheme 2023 shall vest not later than the maximum vesting period of 4 years. Exercise price shall be the face value of equity shares of the Company i.e. T 10/- for each unit (as adjusted for any changes in capital structure of the Company). The Unit Scheme 2023 is in compliance with SEBI SBEB & SE Regulations.

The Board of Directors of the Company, at their Meeting held on April 15, 2025, based on the recommendation of the Board Nomination and Remuneration Committee

had approved grant of up to 1.0 million units to the eligible employees of the Company under Unit Scheme 2023.

Particulars of units granted by Company up to March 31, 2026 are given below:

The Company follows an intrinsic value method and hence difference between the fair value as determined by the Board of Directors at the time of Grant and exercise price of T 10.00 is charged to the Revenue Accounts and Profit and Loss Account over the vesting period, details of which are given in note no 5.1.17 of schedule 16 of the financial statements.

The Annual Certificate on compliance with SEBI SBEB & SE Regulations, issued by the Secretarial Auditor of the Company is being made available for inspection at the forthcoming AGM of the Company. The statutory disclosures as mandated under SEBI SBEB & SE Regulations, have been hosted on the website of the Company at https://www.icicilombard.com/docs/default-source/policies-of-the-company/esop-disclosure-fy2026.pdf

In accordance with SEBI Listing Regulations, the ICICI Lombard-Employees Stock Option Scheme-2005 and ICICI Lombard-Employees Stock Unit Scheme-2023 are hosted on the website of the Company and can be viewed at: https://www.icicilombard.com/investor-relations.

ANALYSIS OF CUSTOMER COMPLAINTS

FIT AND PROPER CRITERIA FOR SHAREHOLDERS AND CONTINUOUS MONITORING REQUIREMENT

IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024 prescribes the following:

1.    Self-certification of “Fit and proper “criteria by a person intending to acquire equity shares exceeding 1% of paid-up equity share capital shall be submitted to the Company.

2.    Prior permission of IRDAI for holding shares beyond 5% of the paid-up equity share capital.

The format for self-certification is hosted on the Company’s website and can be viewed at https://www.icicilombard. com/docs/default-source/policies-of-the-company/fit-proper-criteria-for-investors-and-continuous-monitoring-requirement.pdf.

The Company has obtained “Fit and Proper” declarations from shareholders holding equity shares exceeding 1% of paid-up equity share capital in compliance with applicable IRDAI Regulations.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the ‘Green Initiative’ in corporate governance, the Company has enabled electronic delivery of the Notice of AGM, Annual Report and other shareholders related communication to those Members whose e-mail addresses were registered with the respective Depository Participants (DPs) / RTA / Company. The Act and the underlying rules, as well as Regulation 36 of SEBI Listing Regulations read with relevant circulars issued thereunder, permit dissemination of Annual Report and Notice of AGM in electronic mode to the Members.

As part of green initiative, the Company continues to encourage its shareholders through periodic communications to register their e-mail address with their respective DP(s) in case shares are held in dematerialised mode and with KFintech / the Company in case shares are held in physical mode. This enables seamless, timely, and environmentally responsible communication with shareholders.

The Company believes and endorses the ‘Green Initiative' as it would not only rationalise the use of paper but also ensure prompt communication, avoid loss in transit and have reference value of the communication.

The Directors are thankful to the Members for actively participating in the Green Initiative in corporate governance and seek your continued support for its implementation.

INDIAN ACCOUNTING STANDARD IMPLEMENTATION ROADMAP

IRDAI vide communication no. 100/2/Ind AS - mission mode/2022-23/1 dated July 14, 2022, advised the insurers to set up a Steering Committee to facilitate smooth transition to Ind AS. In compliance with the regulatory requirements, the Company has constituted a Steering Committee headed by Chief Financial Officer along with Appointed Actuary and Chief Actuarial Officer to oversee the implementation of Ind AS. The Steering Committee consists of members of Management Committee and cross operational teams for appropriate representation. Periodic meetings of the Steering Committee are being held to review the progress made towards implementation, issues / challenges and course of action to mitigate the same. The Steering Committee is also updating the Audit Committee on the progress in preparedness towards Ind AS implementation process on a quarterly basis.

The Company has submitted two proforma financial statements to IRDAI for FY2024 and FY2025 during FY2026. Building on the insights gained from these proforma submissions particularly in relation to accounting policy

choices, actuarial assumptions, and overall financial reporting requirements the Company has fast tracked its journey toward Ind AS convergence in a structured and phased manner.

To facilitate the implementation journey, knowledge partner has been onboarded to provide technical guidance and support, and detailed position papers covering key accounting and actuarial policy decisions have been finalized to ensure alignment with regulatory and Ind AS requirements. In parallel, the Company has identified various technical solution components required for implementation and has onboarded relevant partners to support these initiatives. Efforts are currently underway to finalize the end-to-end workflow design and to select and implement an appropriate financial reporting tool that will enable seamless comprehensive reporting under the new framework.

IRDAI, vide its circular IRDAI/Reg/2/216/2026 dated March 30, 2026, has notified the IRDAI (Actuarial, Finance and Investment Functions of Insurers) (Amendment) Regulations, 2026, mandating adoption of Indian Accounting Standards (Ind AS) by insurers with effect from April 1, 2026, while providing an option to seek a one-year forbearance considering implementation complexities.

The Company has decided to avail one year forbearance. Accordingly, for FY2027 the Company will continue to prepare financial statements under the existing accounting framework for all statutory purposes, including shareholder reporting, regulatory submissions, and tax filings. In parallel, the Company will adhere to all the requirements set forth by IRDAI for Insurance Companies seeking forbearance.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Act, the Board

of Directors of the Company hereby confirm that:

1.    In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made in preparation of the same;

2.    They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3.    They have taken proper and sufficient care 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;

4.    They have prepared the annual accounts on a going concern basis;

5.    They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

6.    They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Company is grateful to the Government of India, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, International Financial Services Centres Authority for their continued co-operation, support and guidance. The Company wishes to thank its investors, stock exchanges, rating agencies, depositories, registrar & transfer agent, bankers, distributors, intermediaries and vendors for their continued support.

The Company would like to express its gratitude for the continued support and guidance received from ICICI Bank and its group companies.

The Company would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation to all the employees, whose outstanding professionalism, commitment and initiative have made the Organisation's growth and success possible and helped the Organisation to continue drive its progress. Finally, the Directors wish to express their gratitude to the Members of the Company for their trust and support.