Your Directors are pleased to present the 25^th Integrated Annual Report of HDFC Life Insurance Company Limited ("the Company"/ "HDFC Life"), together with the audited financial statements for the year ended March 31, 2025.

1. Standalone Financial Performance

Financial Performance

2. Business Review and Outlook

Industry Outlook

India continues to demonstrate resilience amidst global volatility, supported by steady domestic demand, improving rural sentiment and a strong services sector. While near-term risks such as geopolitical tensions and tariff wars loom large, India's stable macro-economic foundation offers a buffer. We remain watchful of how these factors may influence household savings and overall demand for long-term financial products.

Life insurance products in India are undergoing continuous transformation, evolving from being mere savings instruments to offering more comprehensive long-term solutions and a stronger financial safety net. Currently, India is the 10^th largest life insurance market in the world. According to a Swiss Re study, life insurance

premiums in India are projected to grow at a real rate of 9% annually, making it the 5^th largest market by 2032. The life insurance industry has demonstrated notable resilience despite multiple regulatory changes over the past few years. The sector's expansion will be driven by a host of factors, including strong economic growth, innovative offerings, favourable regulations, rising affluence, and increased awareness.

The life insurance industry demonstrated steady momentum, outperforming several other segments within Nifty50; a reflection of its inherent resilience and growing role as a trusted pillar of long-term financial planning.

For the year, the industry recorded new business premiums of ' 3,97,337 crore reflecting an increase of 5% vis-a-vis the previous year. The private sector grew by 15% and the overall industry grew by 10% in terms of individual weighted received premium (WRP). Strong demand for unit linked savings plans (ULIPs) and innovation across all product categories were the key drivers of growth. This was further supported by expansion in distribution, resulting in consolidation of market share of the private sector to 70.6% in terms of individual WRP. Bancassurance and Agency continue to be the largest distribution channels.

The medium to long-term growth prospects for the life insurance industry continue to be robust. The industry is well placed to tap into opportunities across protection, retirement, and long-term savings segments.

3. Company Performance

Sustained growth across segments

We continued to demonstrate consistent and comprehensive performance, maintaining our position amongst the top three private life Insurers in the industry. Total new business premium increased to ' 33,365 crore. Furthermore, we retained our leadership position in the group business segment during FY 2024-25, with a private industry market share of 25.2%. Total premium grew to ' 71,045 crore in FY 2024-25, within which renewal premium stood at ' 37,680 crore. We reported 18% growth in individual Annualised Premium Equivalent (APE), in line with our stated growth aspirations for the year. This growth was broad-based, driven in equal measure by an increase of 9% in policies written and increase of 9% in average ticket size.

In a year marked by significant regulatory changes, particularly the changes in surrender values payable on pre-mature exits, we outpaced industry growth based on individual WRP. Our market share expanded by 70 bps to 11.1% and by 30 bps to 15.7% of the overall industry and private sector, respectively. Notably, our number of policies grew faster than the overall industry and the private sector.

We continue to broaden our customer base and deepen our reach into new geographies by expanding our distribution network, both proprietary and corporate. Almost 75% of the customers we acquired in FY 2024-25 were firsttime buyers of life insurance, choosing HDFC Life as their entry point in life insurance — an encouraging sign of our deepening presence across Tier 1, 2, and 3 cities. In total, we insured nearly 50 million lives during the year, further cementing our role as a trusted financial partner across India.

Diversification and innovation being our key parameters

We continue to maintain a well-diversified distribution mix, enabling multiple customer touchpoints across geographies and enhancing convenience for our policyholders. Our expansive network includes over 650 branches across India, more than 2.4 lakh individual agents, and over 300 partnerships spanning banks, NBFCs, MFIs, SFBs, new-age ecosystem partners, besides our online platform. Moreover, we successfully on-boarded around 40 new partners during the year, including prominent names such as Sundaram Finance, Aditya Birla Finance, Home First, Northern Arc, Repco Home Finance, Manappuram, Mirae Asset Sharekhan and Peerless, amongst others. Our focus continues to remain on broad-basing our distribution footprint and finding newer and more efficient ways to reach and serve our customers.

During the year, all channels registered doubledigit growth. Our bancassurance channel, led by HDFC Bank, recorded a growth of over 18% in FY 2024-25, based on individual APE. We continue to prioritize enhancing the profitability of HDFC Bank channel through a multi-pronged approach encompassing product mix optimisation, heightened focus on cross-selling and upselling initiatives, strategic leveraging of the Bank's digital resources, and a commitment to superior customer experience.

Our Agency channel recorded a healthy growth of 15%. Term business within Agency channel registered an outstanding growth of over 50% as against previous year. We also ranked #1 in the private sector in terms of total agent count as of March 31, 2025, with over 29,000 new agents added on a net basis during the year. We continue to invest in building our Agency franchise, adding over 200 branches in the last 24 months, of which 117 branches were added in FY 2024-25.

We continue to be on the forefront of product innovation, with industry first launches such as Click 2 Achieve Par Advantage and Sanchay Aajeevan Guaranteed Advantage ("SAGA") in the pension space. SAGA combines dual guarantees, joint life benefits, liquidity options and tax advantages with a simplified issuance process. Retirement remains our core focus, aligning with our brand promise of "Sar Utha Ke Jiyo". We see this segment as a long-term structural opportunity, driven by increasing life expectancy, changing socio-economic dynamics and rising awareness around retirement planning. This strategic emphasis on innovation not only supported our growth in a challenging regulatory and competitive landscape but also laid a strong foundation for FY 2025-26.

Our product mix was well-balanced, with ULIPs accounting for 39%, non-par savings at 32%, participating products at 19%, retail term at 5% and annuity at 5%. Retail protection grew by 25%, based on individual APE, and we expect this positive momentum to continue in FY 2025-26 and beyond. Credit protect growth remained muted due to subdued disbursement trends, particularly in the MFI space. Despite that, we retained our market leadership in this segment with a well-diversified product segment and distribution base. Annuities grew faster than the industry during FY 2024-25. Annuity and Protection segments together contributed to 41% of the total new business premium. Retail sum assured grew by 18% year-on-year and by 32% on a two-year CAGR basis. We outpaced the industry on this metric over a two-year horizon and maintained our leadership in overall sum assured.

We continue to prioritise innovation while maintaining a disciplined and balanced approach to risk management. This is reflected in our focus on appropriate product pricing, sound underwriting practices, and robust hedging

strategies—foundational elements that support our ability to offer sustainable, customer-centric solutions across market cycles. This steadfast approach has allowed us to navigate regulatory changes, macroeconomic volatility and evolving customer needs, while consistently delivering growth ahead of the industry, with a strong emphasis on quality and stability.

Maintaining Profitable Growth

Value of new business (VNB) for FY 2024-25 stood at ' 3,962 crore, reflecting a 13% growth. New business margins for the year were at 25.6%. We successfully managed to contain the impact of the new surrender value regulations as well as continued preference for ULIP products. Our EV stood at ' 55,423 crore as on March 31, 2025, with an operating return on EV of 16.7% for FY 2024-25.

Profit after tax for FY 2024-25 stood at ' 1,802 crore, with a year-on-year increase of 15%, driven by strong growth of 18% in back-book profits. The Board recommended a final dividend of ' 2.10 per share, in line with our Dividend Distribution Policy, aggregating to a payout of ' 452 crore. We raised ' 2,000 crore of subordinated debt in two tranches in FY 2024-25, thus improving solvency by ~20% to 194%. Our assets under management (AUM) stood at ' 3,36,282 crore, up by 15% year-on-year.

We have consistently delivered positive and range-bound operating variances over the past nine years (excluding Covid period), underscoring prudent risk management, disciplined execution and strong fundamentals.

Renewal collections grew by 13% year-on-year to ' 37,680 crore. Persistency metrics strengthened further, with 13^th and 61^st month persistency at 87% and 63%, respectively. We saw consistent improvement in 13^th month persistency across customer cohorts and geographies, despite the expansion of our footprint into newer segments and markets. 61^st month persistency rose by over 1,000 basis points, aided by the positive impact of the long-term savings products that were introduced around FY 2019-20.

Business Outlook

In our 25^th year of operations, our aspiration remains against a backdrop of a stable regulatory regime, to consistently outpace sector topline growth, deliver VNB growth in line with APE growth

and stay on course to double key metrics every four to four and half years. While the evolving product mix may be margin-accretive, we remain focused on investing in distribution and technology to strengthen long-term capabilities. This strategic choice may result in margins remaining range-bound in the short-term, but we believe it positions us well for sustainable long-term growth.

4. Products

At HDFC Life, our customers remain at the heart of everything we do. We are committed for providing flexible, customer-centric solutions that seamlessly adapt to an individual's unique lifestyle and life stage. Our approach goes beyond financial security—we strive to empower individuals and families to achieve their aspirations, fulfil their dreams, and navigate life's uncertainties with confidence.

With a diverse portfolio comprising 45 individual products, 16 group offerings, and 13 riders, we cater to a wide spectrum of financial goals, ensuring that every customer finds a solution tailored to their needs. Whether it is securing a child's education, planning for retirement, or protecting loved ones, we design our offerings with the primary objective of enabling financial well-being and long-term stability for our policyholders.

At HDFC Life, we believe in being a lifelong financial partner—one that not only provides protection but also empowers individuals to build a legacy for future generations. Some of our product launches during FY 2024-25 are highlighted below:

HDFC Life Click 2 Achieve Par Advantage

It is a participating savings life insurance plan designed to help customers achieve their financial goals while ensuring life protection. The plan offers flexibility with multiple options, including additional life coverage for a spouse and guaranteed pay-outs during the policy term. One unique proposition in this product is the policy continuance benefit, which helps ensure financial security even in unforeseen circumstances. Additionally, premium offset features allow policyholders to manage their payments efficiently. Moreover, there are six embedded solutions which allows customers to tailor coverage to suit their financial needs.

HDFC Life Sampoorn Nivesh Plus

It is a unit-linked life insurance savings plan that offers multiple death benefit options including a comprehensive 4-in-1 protection (death benefit + income benefit + waiver of premium + fund value at maturity) with market-linked benefits. Customers can choose from multiple fund options to optimize returns, while enjoying loyalty additions and reduced premium allocation charges for higher premiums.

HDFC Life Click 2 Protect Ultimate

It is a non-participating, individual term protection plan that provides life cover with terminal illness benefits and 100% claim assurance. Customers can opt for a return of premium feature, allowing them to receive back all premiums paid upon survival till maturity. Additionally, the plan provides acceleration of death benefit on the diagnosis of specified terminal illnesses.

HDFC Life Sanchay Aajeevan Guaranteed Advantage (SAGA)

It is a first-of-its-kind, pension accumulation product with the option to lock in guaranteed future income rates at inception. Customers can also opt for the higher of, the locked-in guaranteed income rate and the prevailing market interest rate at maturity. It also offers a joint life option with an inbuilt waiver of premium on the first death of the primary life, ensuring continued benefits for loved ones. Its customizable death benefit option allows for legacy planning. Be it a steady retirement income or a secondary source of earnings, SAGA empowers customers to achieve their life goals with guaranteed corpus while ensuring guaranteed life-long income.

HDFC Life Daily Hospi Cash Benefit Rider

It is designed to enhance financial protection for members under group insurance plans by providing fixed daily cash allowance in the event of hospitalization.

5. Human Resource and People Development

At HDFC Life, we appreciate that the growth and success of our employees is essential to our success, and we are committed to providing them with opportunities to learn, develop, and thrive.

•    Building a Culture of Trust and Transparency

Just as we earn the trust of our customers, we have built a workplace culture based on trust and transparency. We keep employees informed about key developments that impact their careers and ensure they feel connected to the organization. Our promotion and reward policies are designed to be clear and fair, reflecting this commitment.

To maintain open communication, we host CEO, CXO and Chief Value Officers (CVO's) town halls along with many more local communication channels to enable employees at all levels to stay updated and engaged.

•    Employee Well-being at the Core

Caring for our employees goes beyond the workplace. Our wellness program offers access to fitness activities, medical consultations for employees and their families, and confidential helplines for those seeking mental or physical health support.

Recognizing the challenges employees face in balancing work and home life, we have introduced progressive policies such as:

•    Paternity leave for all genders;

•    Recognition of both primary and secondary caregivers ; and

•    Health benefits coverage for legally wedded or cohabiting partners of any gender.

Our Compassionate Leave Policy ensures that employees have the time and support they need to cope with personal loss. Additionally, our Compassionate Employment Program provides job opportunities to the family members of deceased employees.

•    Fostering Collaboration and Camaraderie

This year, we focused on creating a more collaborative and connected workplace. We introduced CoLabs where teams from different departments came together to solve problems as a unit rather than working in silos.

Beyond structured initiatives, we also encouraged team bonding through cricket matches, pot lucks, and other social events. These gatherings helped employees engage with each other outside of work, fostering a strong sense of unity. The idea was simple: bring people together —

both formally and informally — to strengthen team work and reinforce our "Win as One" theme for the year.

•    Fairness and Transparency in Career Growth

We believe in growing talent from within and provide employees with opportunities to advance their careers. Internal talent is always given priority for new roles, and we encourage cross-functional movements through internal Job Postings giving employees the chance to explore new career paths within the Company.

•    Our New Age and For-All Learning Culture

Our learning and development programs are designed to build future-ready talent through a mix of classroom training, online courses, bite-sized learning modules, and gamified self-paced programs. Our mobile learning app provides employees with personalized learning experiences, making it easier to develop skills anytime, anywhere.

This year, we also introduced an Al-powered coaching tool that helps employees refine their engagement with prospective customers through real-time feedback and practice sessions. Additionally, our sales simulation tool allows front line sales teams to practice logging in, improving accuracy and efficiency.

To ensure leadership continuity, we have implemented talent review and succession planning processes for middle and senior management. HIPO (high potential) programs at mid and senior management levels help us to have a strong talent bench that can fulfil our talent needs of tomorrow. These programs help managers perform at their best while preparing the next generation of leaders.

•    Fostering a Diverse and Inclusive Culture

We believe that diversity makes us stronger. Our goal is to build a workforce that reflects the richness of our society, creating opportunities for people from all backgrounds to contribute and succeed.

At HDFC Life, merit and performance matter more than background, education, or experience. At the same time, we are committed to supporting women and the LGBTQ+ community through inclusive policies such as the Maternity Transition Program, Second Careers Program,

LGBTQ+ Helpline and Gender Transition Policy. These initiatives ensure that employees receive the right support at different stages of their lives and careers. All our initiatives have helped us improve our gender ratio by almost 10% over the last ten years with current representation at 28%. Our Employee Resource Groups led by business leaders, help integrate our efforts across the organization.

•    Bringing in Fresh Talent and New Ideas

To keep our workforce dynamic, we actively partner with universities and academic institutions to train and recruit young talent. Our Jigyasa campus hiring program continues to bring in bright minds from leading business schools, ensuring a steady pipeline of future leaders.

•    Living the EPICC Life

At HDFC Life, our values define how we work. Our Chief Values Officers champion our EPICC (Excellence, People Engagement, Integrity, Customer Centricity, and Collaboration) philosophy across the Company.

These values, combined with strong leadership behaviors, enable employees to meet their responsibilities effectively. To ensure alignment, we use scientifically designed assessment tools in both hiring and career advancement processes.

•    Performance Management and Compensation

We are committed to building a high-performance culture where employees are recognized and rewarded for their contributions. Our performance management system follows the balanced scorecard approach, ensuring individual efforts align with business goals.

At the same time, we continuously benchmark our compensation structure with industry standards to remain a competitive and attractive employer. We believe in differentiating and rewarding high performance, ensuring that our best talent is recognized and retained.

•    Special Focus on Employee Retention

Reducing attrition at the front-line sales level through programs that enhance their ability to succeed and enable retention has been a key focus area. We have also invested in developing strong people managers by equipping them

with leadership skills. To recognize managers who go above and beyond in supporting their teams, we introduced the Best People Manager Award, celebrating those who truly embody our commitment to employee growth and wellbeing.

6. Investments

FY 2024-25 marked a turning point for most developed and emerging economies. The post-Covid rebound tapered off, while the impact of steep rate hikes by major central banks in preceding years began to weigh on growth and inflation. With inflation trending downward and expected to meet medium-term targets, central banks found room to initiate monetary easing.

Persistently high interest rates had started to dampen growth and employment prospects, prompting central banks to act pre-emptively to avoid a sharper slowdown. While a few developed market, central banks led the way, the U.S. Federal Reserve joined the rate cut cycle with a 50 bps reduction in September, followed by two additional 25 bps cuts. Other central banks followed suit, though to varying extents.

The Indian economy remained relatively resilient even as global peers grappled with growth concerns. While domestic GDP growth avoided a significant slowdown, headline CPI inflation remained elevated during the early part of FY 2024-25, driven largely by food price volatility. Prices began to moderate in the second half, supported by a healthy kharif harvest and improved post-monsoon supply of perishables. As inflationary pressures eased, the RBI initiated its rate cut cycle with a 25 bps reduction in the policy repo rate, alongside liquidity infusion measures.

Globally, FY 2024-25 was marked by a series of high-stakes elections in major economies. Domestically, the general elections resulted in the incumbent coalition retaining power, albeit with a reduced majority. While this initially buoyed market sentiment, the optimism was short-lived as macroeconomic headwinds— ranging from tight financial conditions to muted consumption and restrained government spending—dampened the outlook. GDP growth

slowed to 5.6% in Q2'FY25 before recovering in the latter half. Full-year growth is estimated at 6.5%, down from 9.2% in the previous year.

Internationally, the U.S. Presidential election was a key event, with Donald Trump securing a decisive victory. His campaign's economic agenda sparked expectations of fiscal stimulus, prompting strong capital inflows into the U.S. This led to a rally in U.S. equities and strengthening of the U.S. Dollar. These global capital movements contributed to outflows from Indian markets, adding pressure to domestic equities already impacted by growth concerns. The Indian Rupee depreciated to a low of ' 88/USD before recovering to ' 85.46/USD by year-end.

Equity markets experienced strong gains in the early part of the year, driven by momentum from FY 2023-24. However, concerns over growth, elevated valuations, and foreign portfolio investor outflows led to a sharp reversal in the second half. For the full year, large-cap indices rose ~5.5%, while mid-cap indices delivered ~7.5% gains.

On the fixed income side, yields softened steadily. Although the RBI remained cautious due to persistently high inflation during most of the year, the late-year rate cut and liquidity measures supported a rally in debt markets. The 10-year government bond yield declined from 7.05% to 6.58% by March, 2025.

In this backdrop, the Company managed its investment funds in line with its stated objectives and guiding policies—namely, the Investment Policy, Asset-Liability Management Policy, and individual fund mandates. These frameworks define asset allocation and risk appetite, especially for funds with embedded guarantees. Asset allocation was actively monitored and aligned with policy requirements throughout the year.

As of March 31, 2025, HDFC Life's total AUM stood at ' 3,36,282 crore, comprising ' 1,01,628 crore in unit-linked funds and ' 2,34,654 crore in conventional and shareholder funds—compared to ' 95,542 crore and ' 1,96,678 crore, respectively, in the previous year.

7. Information Technology and Digital Transformation

The insurance industry is undergoing significant disruption, led by rapid technological advancements. At HDFC Life, we are proactively embracing this change to unlock new opportunities, enhance agility, and future-proof our operations. Our focus is on becoming a truly customer-centric organisation—moving from policy-centric to customer-first thinking—while reimagining our systems and platforms to be scalable, agile, and digitally enabled.

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

As part of our journey to build a future-ready InsureTech platform, we have successfully established key foundational components, including the Integration Platform, Testing Centre of Excellence (TCoE), and Unified Data Platform (UDP). These enablers support seamless onboarding via the Virtual Office (VO), policy issuance through Business Process Management (BPM), claims processing using the CRM platform, and real-time communication through the Centralised Communication Management (CCM) system.

The CCM platform streamlines outbound communications across channels such as email, SMS, print, and WhatsApp. It provides a centralized dashboard for delivery tracking, automated reconciliation, and template versioning. CCM is being used for issuing Certificates of Insurance (CoIs) across certain products, claim intimation and payout communication. Our TCoE, has significantly optimized product and process testing. With automation implemented across over 350 products and 650 journeys, testing timelines have reduced.

Our technology architecture is anchored by a robust integration platform and microservices-based framework. This infrastructure enables secure, cloud-agnostic operations through headless API integration, cloud-native microservices, and event-driven real-time processing. The various technologies deployed power a high-performance, scalable integration layer that significantly enhances agility, system reliability, and partner connectivity.

The CRM Claims Management Module, launched on December 30,    2024, has significantly

strengthened HDFC Life's claims ecosystem. It incorporates automated claim classification, digitized workflows, and real-time document validation. Features such as on-the-spot QC checks, immediate payouts, and end-to-end tracking ensure faster, more accurate settlements. Customers benefit from seamless and personalized support, while internal teams gain from reduced manual effort, better data accessibility, and improved collaboration.

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

We launched an Employee Portal for our partners in agency, equipping them with comprehensive self-service capabilities. The Insta PRL platform has been upgraded to streamline the onboarding lifecycle for our agency partners, significantly reducing turnaround times. Similarly, InstaQuote 2.0 now offers faster quote generation with the added ability to include family members— supporting broader household coverage.

The Integreat API portal simplifies integration for new business acquisition and servicing, and has already onboarded close to 100 partners. For our Group Annuity clients, the newly launched Annuity Assist Portal now enables policy issuance on the same day, significantly improving the customer experience.

We continue to innovate through offerings such as MyMixCombo, which features new product combinations tailored to customer needs, contributing to incremental new business.

Our digital servicing initiatives have also delivered strong results. Transactions on digital platforms rose by 26%, and the implementation of Gen AI improved customer interaction success rates to 86%. Under the Customer Connect program, tools like co-browsing, IVR/Web Chat OTP verification, and a robust BCP call centre have improved support and reduced call volumes by nearly 50%.

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

HDFC Pension has established itself as the largest PoP in terms of corporate relationships and corporate subscribers (excluding PoP employees). As of FY 2024-25, it proudly serves over 3,500 corporate clients and more than 4.5 lakh NPS customers — reflecting its growing leadership and unwavering commitment to helping India secure its retirement future.

(ii) HDFC International Life and Re Company Limited

HDFC International Life & Re Company Ltd. ("HDFC International") also retained its strong credit standing, with a 'BBB' Insurer Financial Strength Rating from S&P Global Ratings for the seventh consecutive year and 'B++' (Good) rating from AM Best Ratings.

In addition, to the DIFC headquarters of the Company, its overseas IFSC branch at GIFT City, which operates under the brand name "HDFC Life International" is fully operational and offers US dollar denominated life and health insurance products to both resident and non-resident Indians across the globe.

Key financial parameters have been highlighted below:

The Company has demonstrated steady growth since its inception, with its Gross Written Premium (GWP) reaching USD 34 million in FY 2024-25, registering an 40% year-on-year growth.

The Company does not have any Associate or Joint Venture Company as on March 31, 2025.

9. Awards & Accolades

During FY 2024-25, HDFC Life was recognised across a wide range of domains including corporate governance, financial reporting, innovation, digital transformation, human resources, and customer experience. These accolades underscore our commitment to excellence, innovation, and stakeholder trust. Some of the key recognitions received during the year include:

•    Named among    India's Top    25 Best

Workplaces in BFSI by Great Place to Work®

•    Secured the 'Next Leader' category in the

Indian Corporate    Governance    Scorecard

Assessment 2023, conducted by Institutional Investor Advisory Services    (Ii AS)    in

December 2024

•    Won the 'Best Innovation in CX' award at the 4^th Smart CX Summit & Awards 2024, organised by The Brainalytics

•    Featured among    India's Most    Respected

Companies by BW Businessworld

•    Certified as one of 'India's Best Companies to Work For' 2024 and 'Best in Industry - Life Insurance' by Great Place to Work®

•    Ranked 37^th among the Best Workplaces in Asia by Great Place to Work®

•    Our Business Responsibility and Sustainability Report for FY 2023-24 was recognised among the Top 5 Performers in the Financial Services and Insurance sector at India's Most Sustainable Companies by BW Businessworld

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

•    Named among the Best Companies for Women in 2024 by Avtar & Seramount

•    Our Integrated Annual Report received multiple accolades at the LACP 2023/24 Vision Awards:

•    Platinum Award in the Integrated Report category

•    37^th Rank among the Top 100 Reports globally

•    Gold Award in the Annual Report category

•    Technical Achievement Award

•    Recognised among the Best BFSI Brands at the ET Now Best BFSI Brands 2025

•    Honoured for 'Innovation in Insurance' at the Aegis Graham Bell Awards 2024

•    Ranked among the Top 50 Best Workplaces: Building a Culture of Innovation by All 2025 by Great Place to Work®

10. Regulatory Landscape

The year 2024 marked a significant shift in the regulatory environment for Insurers, shaped by IRDAI's long-term vision of "Insurance for All by 2047." While the overarching goal has been to enhance insurance penetration and improve customer outcomes, the year also saw several changes that had wide-ranging implications for Insurers' operations and governance.

A major development was the move toward principle-based regulation and the consolidation of existing regulatory requirements. The introduction of a unified regulation on Expenses of Management (EoM) in January, 2024 was a key milestone, replacing 34 earlier regulations with 6 revised and 2 new ones. For life Insurers, this translated into a shift in how expense limits are monitored—providing some operational leeway, but also requiring enhanced board-level oversight and cost discipline. In parallel, EoM caps at the overall company level were introduced for general and health Insurers, replacing the earlier segmental limits.

The revised regulations touch upon critical areas such as policyholder protection, social sector obligations, product guidelines, electronic marketplaces, foreign reinsurance branches, and corporate governance, among others. While these efforts aim to create a more cohesive and transparent framework, they also demand greater adaptability from Insurers, especially in aligning business models with evolving compliance standards.

Overall, the regulatory recalibration reflects the intent to simplify and modernize the insurance ecosystem. However, the transition requires sustained engagement and system readiness to navigate the new expectations effectively

Following are the key updates:

1.    Expenses of Management and Commission Regulations

IRDAI notified the IRDAI (Expenses of Management, including Commission, of Insurers) Regulations, 2024, repealing the 2023 norms. The revised norms consolidate existing provisions and encourage selfgovernance, offering Insurers greater discretion to:

•    Determine commission payable to intermediaries;

•    Manage overall expenses within a single cap, without product-level limits; and

•    Implement Board-approved policies on commission and expense management

2.    Policyholders' Protection and Allied Matters

The IRDAI (Protection of Policyholders' Interests, Operations, and Allied Matters of Insurers) Regulations, 2024, along with master circulars dated June 19, 2024 and September 05, 2024, repealed and consolidated the previous norms related to policyholder protection, advertisements, outsourcing, premium receipt, nomination and assignment and place of business.

These regulations shift toward self-regulation within IRDAI's oversight, mandating Insurer to adopt Board-approved policies on:

•    Protection of policyholders' interests;

•    Electronic issuance of policies (with physical issuance upon request);

•    Group underwriting practices;

•    Claim settlement timelines;

•    Grievance redressal;

•    Advertisement compliance; and

•    Outsourcing and place of business operations.

Notably, Insurers no longer need to file advertisements with IRDAI or submit compliance certificates. Instead, designated

Key Managerial Personnel (KMPs) or senior management members must oversee advertisement compliance by forming an "Advertisement Committee".

For outsourcing by Insurers, the revised norms update the list of activities prohibited from outsourcing, and expand the responsibilities of Insurers' internal Outsourcing Committee, requiring effective internal controls.

Additionally, Insurers are encouraged to adopt a "phygital" (physical + digital) presence for broader market outreach.

IRDAI has also introduced facility called the "Bima Applications Supported by Blocked Amount (Bima - ASBA)" transfer of money from the prospect to the Insurer happens only when insurance policy is issued. In this facility, Insurers can offer one-time mandate for blocking certain amount through Unified Payment Interface (UPI) in the bank account of the concerned prospect.

Amount towards insurance premium will be debited only after the Insurer decides to accept the proposal. In case the Insurer does not accept the proposal, the amount shall be unblocked and shall be released and shall be available at the disposal of the prospect.

3.    Insurance Products Regulations

The IRDAI (Insurance Products) Regulations, 2024, consolidate norms on product design for life, general, and health insurance. This principle-based approach mandates Insurers to establish a Board-approved Product Management Committee and policies covering:

•    Product design and pricing;

•    Underwriting and advertisement;

•    a "Customer Information Sheet" accompanying every Insurance policy, explaining the basic features; and

•    Overall product governance.

4.    Life Insurance Products

IRDAI (Insurance Products) Regulations, 2024 ("Product Regulations") merge six regulations into a unified framework aimed at enabling Insurers to swiftly respond to evolving market demands, enhancing the

ease of conducting business, and boosting insurance penetration. These regulations promote good governance in product design and pricing, including strengthening of the principles governing guaranteed surrender value & special surrender value along with disclosures thereof. It also ensures that the Insurers adopt sound management practices for effective oversight and due diligence. Additionally, the regulations encourage the development of innovative insurance products that cater to the requirements of different segments/ strata of the society and provide wider choices while also considering the interests of policyholders and maintaining regulatory compliance, thereby, fostering a competitive marketplace.

The Product Regulations now recognize "index-linked" life insurance products, where benefits are linked to publicly available indices. The master circular of June 12, 2024 introduces:

•    Minimum sum assured requirements based on age;

•    Revised surrender value computations;

•    New conditions for premium reduction; and

•    Mandatory loan facility for savings insurance policies.

5.    Corporate Governance for Insurers

IRDAI (Corporate Governance) Regulations, 2024 and Master Circular on Corporate Governance for Insurers, 2024 prescribes norms on Board    composition, KMP

appointments, auditor selection, conflict of interest, and    Board    committee

responsibilities.

6.    Reinsurance

The IRDAI (Registration and Operations of Foreign Reinsurers Branches & Lloyd's India) Regulations,    2024    consolidate

two regulations and aims to foster the systematic development of the reinsurance sector in India by promoting orderly growth and harmonizing the    existing    legal and

regulatory framework. These regulations seek to streamline the operations of entities engaged in reinsurance operations. By promoting transparency and stability, these regulations aim to create a conducive environment for the growth and expansion of

the reinsurance sector, ultimately benefiting

both Insurers and policyholders in India.

7. Other Key Developments

•    Insurers' Structural Changes: The IRDAI (Registration, Capital Structure, Transfer of Shares, and Amalgamation of Insurers) Regulations, 2024 and the accompanying master circular of May 15, 2024 consolidate the norms on registration, permissible capital structure, transfer of shares, listing of equity shares of Insurers on stock exchange, and amalgamation of Insurers.

•    Actuarial, Finance & Investment

Functions:    The IRDAI (Actuarial,

Finance, and Investment Functions of Insurers) Regulations, 2024 and the accompanying master circular of May 17, 2024 repeal and consolidate the norms in relation to an Insurer's appointed actuary, asset and liability valuation, solvency, investments, and financial reporting.

•    Rural, Social & Motor TP Obligations: The IRDAI (Rural, Social Sector, and Motor Third Party Obligations) Regulations, 2024 and the accompanying master circular of May 10, 2024 consolidate and repeal the norms in relation to Insurers' obligations towards rural and social sector and motor third party and outline minimum insurance business thresholds under the Insurance Act, 1938.

•    Registration of FRBs & Lloyd's India: The IRDAI (Registration and Operations of FRB and Lloyd's India) Regulations, 2024 to repeal and consolidate previous norms for their functioning.

•    Bima Sugam Insurance Marketplace: The IRDAI (Bima Sugam-Insurance Electronic Marketplace) Regulations, 2024, establish a non-profit insurance e-market place for policy sales, servicing, claims, and grievance redressal.

•    Submission of Returns: The IRDAI's "Master Circular on Submission of Returns" consolidates all regulatory filing requirements for Insurers and reinsurers.

•    Insurance Laws (Amendment) Bill, 2024:

The Finance Ministry released a draft "Insurance Laws (Amendment) Bill, 2024" proposing:

•    100% Foreign Direct Investment in Indian Insurance Companies.

•    Expanded scope of insurance business.

•    Perpetual licensing for intermediaries.

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

OTHER STATUTORY DISCLOSURES11.    Solvency

The IRDAI requires life Insurers to maintain a minimum Solvency Ratio of 150%. As compared to the minimum requirement of 150%, the Company's Solvency Ratio, as of March 31, 2025, was 194%.

12.    Dividend and Dividend Distribution Policy

The Board after assessing the performance, capital buffers, solvency, and liquidity levels of the Company has recommended a final dividend of ' 2.10/- per equity share of face value of ' 10/-each, subject to approval of the members of the Company. The dividend pay-out ratio for the year ended March 31, 2025 was 25%.

The Record Date fixed for determining entitlement of members to final dividend, if approved at the Annual General Meeting, is Friday, June 20, 2025.

The Company has formulated a 'Dividend Distribution Policy' which has been approved by the Board. In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements), 2015 ("SEBI Listing Regulations") the 'Dividend Distribution Policy' is hosted on the website of the Company which can be accessed by this link at https://www.hdfclife.com/about-us/Investor-Relations.

13.    Transfer to Reserves

The Company carried forward profit after tax of ' 1,802 crore, earned during the year ended March 31, 2025, to the Reserves. The accumulated profit of the Company is ' 9,630 crore as at March 31, 2025.

14.    Share Capital and Debentures

The issued, subscribed and paid-up share capital of the Company as at March 31, 2025, is ' 21,52,98,81,870 comprising 2,15,29,88,187 equity shares having face value of ' 10/- each.

During the year, the Company has allotted 20,44,060 equity shares pursuant to the exercise of Options by Options holders under its various Employee Stock Option Schemes ('ESOS'). The equity shares allotted under ESOS rank pari-passu with existing equity shares issued and allotted by the Company.

Debentures

At the beginning of FY 2024-25, the Company had 9,500 outstanding unsecured redeemable non-convertible debentures ("NCDs") each having a face value of ' 10,00,000 each for an aggregate nominal value of ' 950 crore (Rupees nine hundred and fifty crore only) issued in the nature of 'subordinated debt' in accordance with the applicable laws, rules and regulations.

During the year, the Company has issued 2,00,000 NCDs, each having a face value of ' 1,00,000 for an aggregate nominal value of ' 2,000 crore (Rupees two thousand crore only) issued in the nature of 'subordinated debt' in accordance with the applicable laws, rules and regulations.

As on March 31, 2025, the Company has outstanding NCDs of ' 2,950 crore. NCDs are listed on the wholesale debt market segment of the National Stock Exchange of India Limited.

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

There was no unclaimed interest amount lying with the Company.

There was no deviation or variation in the utilisation of proceeds of NCDs issued.

Credit Rating

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

"[ICRA] AAA" with "stable" outlook, by ICRA Ltd.,

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

"CARE AAA/ Stable", by CARE Ratings Ltd.

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

The details with respect to transfer of unclaimed dividend and/ or shares to the IEPF, forms part of the Corporate Governance Report, which is enclosed as 'Annexure 1' and forms part of this report.

16.    Directors and Key Managerial Personnel

The Company's Board is constituted in compliance with the Companies Act, 2013 ("the Act"), SEBI Listing Regulations and IRDAI Corporate Governance Regulations.

As on March 31, 2025, the Board comprises of ten (10) Directors viz., two (2) Non-Executive Directors, six (6) Independent Directors and two (2) Executive Directors. Further, there is an appropriate mix of Executive, Non-Executive and Independent Directors on the Board.

(a) Changes in Board Composition

•    Appointment/ Re-appointment of Director(s):

i.    Mr Keki M. Mistry

The Board at its meeting held on April 18, 2024, approved the appointment of Mr Keki M. Mistry (DIN: 00008886), NonExecutive Director as the Chairman of the Board with immediate effect. Further, IRDAI on May 7, 2024 accorded its approval for the appointment of Mr Keki M. Mistry as the Chairman of the Board.

ii.    Mr Venkatraman Srinivasan

The Board had appointed Mr Venkatraman Srinivasan (DIN: 00246012) as an Additional Director, categorized as Independent Director effective from April 18, 2024, for a term of 5 consecutive years, which was further approved by the members at the 24^th Annual General Meeting (AGM) held on July 15, 2024.

iii.    Mr Subodh Kumar Jaiswal

The Board had appointed Mr Subodh Kumar Jaiswal (DIN: 08195141) as an Additional Director, categorized as an Independent Director effective from May 30, 2024, for a term of 5 consecutive years effective from May 30, 2024, which was further approved by the members at the 24^th AGM held on July 15, 2024.

directors of a public company shall be liable to retire by rotation and that one-third of such directors are liable to retire by rotation at every AGM.

In accordance with the provisions of the Act, Ms Vibha Padalkar (DIN: 01682810), Managing Director & CEO, being longest in office since her last appointment, retires by rotation and being eligible, offers herself for re-appointment at the 25^th AGM. A resolution seeking members' approval for her re-appointment forms part of the Notice of the 25^th AGM.

(b)    Details of Board/ Committee meetings, constitution of various Committees

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

(c)    Independent Director Declarations

The Company has received declarations from all the Independent Directors confirming that they meet the 'Criteria of Independence' as laid down under Section 149(6) of the Act and the Rules made thereunder and as laid down under Regulation 16(1) (b) of SEBI Listing Regulations. Also, all Independent Directors have confirmed that their names have been added in the data bank maintained by the Indian Institute of Corporate Affairs (IICA) for Independent Directors, in accordance with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and that they have complied with the Code of Independent Directors prescribed in Schedule IV of the Act.

The Board is of the opinion that all the Independent Directors fulfill the conditions relating to their status as Independent Director as specified under Section 149 of the Act and the Rules made thereunder and applicable provisions of the SEBI Listing Regulations and are independent of the management.

(d)    Details of Key Managerial Personnel ("KMP")

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following employees

were holding the position of KMP of the Company as on March 31, 2025:

In terms of the IRDAI Corporate Governance Regulations and IRDAI Master Circular on Corporate Governance for Insurers, 2024, the following senior management employees of the Company were holding positions of KMPs as on March 31, 2025:

(e) Performance Evaluation of the Directors, Chairman, the Board and its Committees

The Company, with the approval of its Nomination & Remuneration Committee, has put in place a framework for evaluation of the Directors, Chairman, the Board and its Committees.

Pursuant to the provisions of the Act, and the SEBI Listing Regulations, the Board has carried out the annual evaluation of its own performance, and that of its committees and individual Directors including the Chairman. Further, the Independent Directors met separately, without the attendance of non-Independent Directors and members of the Management, and inter alia reviewed the performance of non-independent directors, and Board as a whole and performance of the Chairman. They further assessed the quality, quantity and timeliness of the flow of information between the Company Management and the Board. The evaluation was conducted on broad parameters as per the SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017.

The evaluation criteria for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board. The evaluation criteria for the Chairman of the Board, besides the general criteria adopted for assessment of all Directors, included leadership abilities, effective management of meetings and preservation of interest of stakeholders. The evaluation criteria for the Committees were based on effective discharge of its terms of reference and their contribution to the functioning of the Board.

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

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

(f) Policy on remuneration of Directors ("Remuneration Policy")

The Remuneration Policy ('the Policy'), including the criteria for remuneration to directors, KMP and other employees is recommended by the NRC and duly approved by the Board. In terms of the provisions of Section 178 of the Act, Regulation 19 of the SEBI Listing Regulations and IRDAI (Corporate Governance for Insurers) Regulations, 2024 ("IRDAI Corporate Governance Regulations") the Company has formulated Remuneration Policy. The Policy lays down the criteria for identification of persons who are qualified and fit and proper to become Directors on the Board including criteria for determining qualifications, positive attributes and independence of a director.

The Policy is hosted on the website of the Company at https://www.hdfclife.com/about-us/Investor-Relations. The remuneration paid to the Directors is in line with the Policy and in compliance with IRDAI Corporate Governance Regulations. The Company has not granted stock options to any of its Non-executive Directors.

Further details about remuneration to Directors including Whole-time Directors are provided

under the report on Corporate Governance which is enclosed as 'Annexure 1' and forms part of this report.

(g)    'Fit and Proper' Criteria

In accordance with the applicable IRDAI Regulations, Directors of Insurers have to meet 'fit and proper' criteria prescribed by IRDAI. Accordingly, all the Directors of the Company have confirmed compliance with 'fit and proper' criteria/ norms.

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

Further, based    on the disclosures and

confirmations received from the Directors, the Board is of the opinion that the Directors of the Company are eminent persons with integrity and have necessary expertise and experience to continue to discharge their responsibilities as the Director of the Company.

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

The Company has in place Directors and Officers Liability Insurance (d&o) for all its Directors (including Independent Directors) and senior management for such quantum and risks as determined by the Board in line with Regulation 25(10) of the SEBI Listing Regulations.

(i)    Succession Planning

The Company has a well-defined succession planning process to facilitate the development and career planning of high potential talent, mitigate the risk associated with critical vacancies due to attrition and ensure seamless business continuity. A structured framework is in place for identifying key roles and measuring the depth of leadership cover for each role by identifying successors who can move to the role either immediately or over a period, or by restructuring the role to mitigate vacancy risk and ensure business continuity, where successors are not immediately available to fill the vacancy.

The NRC oversees matters related to Company's succession planning. NRC has undertaken a comprehensive succession planning program over a period of time to ensure orderly and seamless leadership transition and with an

end-objective to build a Board which is diverse, future-ready and addresses the long-term requirements of the Company and the senior management.

17.    Particulars of Employees

The remuneration paid to the Directors, KMP and senior management is in line with the Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendments thereof and in accordance with the 'Remuneration Policy' formulated in accordance with Section 178 of the the Act and Regulation 19 read with Schedule II of the the SEBI Listing Regulations and IRDAI Corporate Governance Regulations.

The details of the said remuneration are given under 'Annexure 4' and forms part of this report.

The statement showing particulars of employees pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

In terms of the provisions of Section 136 of the Act, the Integrated Annual Report is being sent to the members, except the aforementioned information/ statement. The said information is available for inspection by the members up to the date of the 25^th AGM, on all working days, during business hours, at the Registered Office of the Company at 13^th Floor, Lodha Excelus, Apollo Mills Compound N.M. Joshi Marg, Mahalaxmi, Mumbai - 400011, Maharashtra. Members who are interested in obtaining the said particulars may please send an email at investor.service@hdfclife.com.

18.    Risk Management Framework

The Company acknowledges that risk is an integral part of its business and that managing and accepting risk is essential for generating and protecting shareholder value. To address this, the Company has established a comprehensive risk management strategy and risk framework, designed to identify, measure, monitor and mitigate various risks.

A Board approved Risk Management Policy, which is periodically reviewed, provides the foundation for the Company's risk management

systems and procedures. This policy ensures that all material risks faced by the Company are appropriately mitigated. Detailed information about the Company's risk management architecture can be found in the Risk Management section of the Integrated Annual Report.

19. Internal Audit Framework

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

The internal audit function works closely with other governance functions, considering relevant material inputs from the risk management framework, compliance reports and external auditor reports, etc. internal audits are conducted by in-house internal audit team and also by the independent co-sourced auditors (external chartered accountant firm) under the supervision of the Audit Committee. The internal audit function reports key findings and the follow up status on these findings to the Audit Committee on quarterly basis. An internal audit Charter and internal audit policy duly approved by the Audit Committee is in place, which provides guidance on the audit process, scope of work, accountability, reporting, responsibility, authority and periodic assessment of the internal audit framework. The internal audit function also facilitates management self-assessment of adequacy of internal financial controls and operating effectiveness of such controls as required under Sarbanes Oxley (SOX) Act and the Act.

Concurrent Audit of Investments

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

20.    Internal Financial Controls

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

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

21.    Vigil Mechanism/ Whistle Blower Policy

The Company encourages an open and transparent system of working and dealing with its stakeholders. In accordance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a vigil mechanism for Directors and employees to report genuine concerns.

The Whistle Blower Policy ("Policy") aims to provide a mechanism to ensure that concerns are appropriately raised, independently investigated and addressed. The purpose of the Policy is to encourage employees/ stakeholders to report matters without the risk of subsequent victimisation, discrimination or disadvantage. The Policy covers all employees, including Directors and other stakeholders. The Policy encourages any employee, stakeholder or Director to report any breach of any law, statute or regulation, issues related to accounting policies and procedures, acts resulting in financial loss or loss of reputation, misuse of office, suspected/ actual fraud, criminal offences, non-compliance to anti-bribery and anti-corruption policy, etc.

Besides, it also includes leakage of any unpublished price sensitive information (UPSI) pursuant to applicable SEBI Regulations or any such information prescribed under applicable regulations/laws, as amended from time to time. Such complaints are reported to the Audit Committee.

In terms of the Policy of the Company, no employee of the Company has been denied access to the Audit Committee.

Further details of the Policy are provided in the "Report on Corporate Governance" and forms part of this report. The Policy is hosted on the Company's website at https://www.hdfclife.com/ about-us/investor-relations.

22. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo A. Conservation of Energy

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

23. Consolidated Financial Statements

In accordance with Section 129(3) of the Act and Regulation 34 of the SEBI Listing Regulations, consolidated financial statements of the Company along with its wholly-owned subsidiaries i.e. HDFC Pension and HDFC International, have been prepared in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India ("the ICAI") and forms part of financial statements.

24.    Statement containing salient features of the financial statements of Subsidiaries

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiaries in the prescribed Form AOC-1 forms part of the financial statements.

25.    Swabhimaan - Corporate Social Responsibility & ESG

The Company is committed to making a tangible difference to society through its CSR initiatives under the banner of 'Swabhimaan'. Aligned with the UN Sustainable Development goals and India's National Development Agenda, the focus areas include education, livelihood, healthcare, sanitation, and environmental sustainability.

Over the years, as a responsible corporate citizen, HDFC Life has contributed to nation building as enshrined in Section 135 of the Act. Driven by the ethos of 'Sar Utha Ke Jiyo', the Company empowers individuals to live with pride, ensuring the interventions that uplift communities and foster sustainable change. Through strategic partnerships and direct projects, HDFC Life maximise the impact on target beneficiaries, adhering to the highest standards of corporate responsibility.

The CSR Policy lays down the guidelines for undertaking CSR initiatives in accordance with the Companies (Corporate Social Responsibility Policy), Rules, 2014, as amended from time to time.

Embracing the spirit of collective action, the 'Swabhimaan Agent of Good' program encourages employees to volunteer with family, friends or colleagues, amplifying the Company's impact and fostering a culture of giving back.

The CSR Policy and details of projects/ programs undertaken are available on the Company's website at: https://www.hdfclife.com/about-us#CsrRedirect.

The 'Swabhimaan' interventions are in line with Schedule VII of the Act, and the projects/ programs are identified and assessed by the Head of CSR with the CSR Monitoring and Evaluation team, and post their due diligence is recommended to the CSR & ESG Board Committee for directions and approvals.

The detailed annual report on CSR activities is enclosed as "Annexure 2" and forms part of this report.

26. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the draft of the Annual Return for the financial year ended March 31, 2025, is hosted on the website of the Company at https://www.hdfclife.com/ aboutus/lnvestor-Relations with the information available up to the date of this report, and the final return shall be updated upon submission with the Registrar of Companies (ROC), within 60 days from the date of the 25^th AGM.

implementation of Ind AS is closely monitoring the progress of implementation and working towards achieving timelines set by IRDAI. The Audit Committee and the Board are regularly updated on the implementation timelines and status.

IRDAI has set expectation to provide proforma Ind AS financials for FY 2024, with a limited review by Independent audit and actuarial firms. The Company is in the process of preparing proforma financials and then getting it reviewed by independent audit/ actuarial firms.

29.    Statutory Auditors and Statutory Auditor's Report

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

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

30.    Secretarial Auditor and Secretarial Audit Report

Pursuant to the requirements of Section 204 of the Act, and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s NL Bhatia & Associates, Practising Company Secretaries (Firm Registration No. P1996MH055800), as Secretarial Auditor for conducting the Secretarial Audit for the financial year FY 2024-25.

The Secretarial Audit Report for FY 2024-25 issued by M/s NL Bhatia & Associates, Practising Company Secretaries is enclosed as 'Annexure 3' and forms part of this report.

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

Change of Secretarial Auditor

Pursuant to Regulation 24A of the Listing Regulations, the Board has appointed M/s Mehta & Mehta, Company Secretaries, (Firm's Registration no.: P1996MH007500) as Secretarial

Auditors of the Company for a period of five (5) consecutive financial years starting from FY 2025-26, subject to the approval of the members' in the 25^th AGM.

The resolution proposing the appointment of M/s Mehta & Mehta, Company Secretaries as Secretarial Auditors for the above-mentioned period, alongwith their brief profile have been included in the notice of the 25^th AGM.

31.    Reporting of frauds by Auditors

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

32.    Legal Update

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

33.    Material changes and commitments affecting the financial position

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

34.    Secretarial Standards

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

35.    Maintenance of Cost Records

Being an insurance Company, your Company is not required to maintain cost records.

36.    Change in the nature of business

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

37.    Deposits

Your Company has not accepted any deposits under Chapter V of the Act, during the year under review FY 2024-25 hence provisions of the Act, relating to acceptance of Public Deposits are not applicable to the Company.

38.    Loans, Guarantees or Investments

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

39.    Employee Stock Option Schemes

Your Company has formulated various Employee Stock Option Scheme(s) ("ESOP schemes") which helps retain and attract right talent and in administering the issue of stock options to its eligible employees including that of its subsidiary companies. The NRC administers ESOP Schemes formulated by the Company. There has been no material variation in the terms of the options granted under any of the ESOP schemes and all the ESOP schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations") and any amendment thereof.

The Annual Certificate on compliance with SBEB Regulations, issued by the Secretarial Auditors is being made available for inspection at the forthcoming AGM.

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

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

40.    Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PRSH Act")

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

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all. Organization's PRSH Policy is inclusive irrespective of gender or sexual orientation of an individual. It also includes situations around work from home scenarios.

To create awareness on this sensitive and important topic, PRSH awareness campaign was driven for all employees for deeper understanding around the nuances of PRSH through a series

of small caselets. Channel-wise leaders were equipped with accurate and insightful PRSH data, in order to empower them to lead discussions and initiatives that promote a respectful and safe workplace atmosphere. Through dedicated forums, such as team meetings, workshops, or training sessions, channel-wise leaders acted as ambassadors engaging their teams in constructive dialogues around PRSH. They highlighted key statistics and best practices to raise awareness and encouraged open communication ensuring that every team member understands their rights and responsibilities regarding sexual harassment prevention. PRSH awareness session was also conducted for PAN India HR Team. All employees were encouraged to complete the mandatory PRSH training module on the Company's selflearning application (MLearn).

Pursuant to the said PRSH Act, please find below details on number of complaints received, disposed and pending during the financial year 2024-25:

Note:

¹ The said complaints were resolved within defined TAT. Internal Committee (IC):

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

security assessment into the data theft incident, along with a compromise assessment of the Company's IT systems. The assessments were completed, revealing that the unauthorized exploitation was confined to a specific, identified issue. This issue was promptly addressed and remediated. The Company had also implemented enhanced security protocols, to further strengthen its IT infrastructure and safeguard customer data. Based on the assessment, it is to be noted that the incident had not resulted in any material adverse impact.

The Company is fully committed to maintain the highest standards of cyber security and data protection and has instituted several measures that will help strengthen the same.

(ii) IRDAI Order/ Penalty

During the year, IRDAI issued an Order dated August 1, 2024, levying a penalty in aggregate of ' 2 crore on the Company for violation of provisions of applicable IRDAI Regulations. A penalty of ' 1 crore with respect to certain aspects pertaining to protection of policyholders' interest and a penalty of ' 1 crore with respect to certain aspects of outsourcing of services undertaken by the Company and payment of commission or remuneration or reward for solicitation of insurance business.

46. Directors' Responsibility Statement

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

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

ii.    Such accounting policies have been selected and applied consistently, and judgments and estimates made that are reasonable and prudent, so as to give a true and fair view of the Company's state of affairs, as on March 31, 2025, and of the Company's profit for the year ended on that date;

iii.    Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

47. Appreciation and Acknowledgement

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

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