ICICI Lombard General Insurance Company Ltd

Dear Members,

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.

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].

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 multi-product, multi-distribution strategy and aimed to achieve profitable growth by harnessing data effectively, embracing digital advancements and introducing new products. The

Company continued its journey of driving profitable growth through robust and prudent underwriting practices 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 non-life 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.

The financial performance of the Company for FY2026 vis a-vis 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.

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.

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 expanded eligibility criteria under the New Labour Codes. Accordingly, the Company has appropriately recognised the resultant impact in its financial statements.

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.

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 enables seamless engagement across platforms, strengthening consistency and ease across the customer lifecycle.

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.

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 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 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.

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.

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

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.

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.

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

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.

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.

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

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.

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.

In 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 Sandeep Batra along with details as required have been disclosed in the annexure to the Twenty-Sixth AGM Notice.

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.

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.

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.

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.

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.

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.

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 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 (“IIO”), fees for reviewing the internal financial controls of the Company, issuing certificate on compliance of conditions of Corporate Governance prescribed under the SEBI Listing Regulations and other matters as prescribed under the Auditing Standards.

The resolution seeking Members approval for 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.

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.

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 adverse remarks.

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.

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.

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.

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.

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.

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.

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-?-vis 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 FinancialStatements 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.

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 https://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.

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.

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

*1 complaint pending as on March 31, 2026 is currently under investigation as on the date of this report.

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.

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.

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.

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:

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

The details of unclaimed dividends along with the due date of transfer to IEPF are provided in the Corporate Governance Report forming part of this Report.

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

The Company?s CSR & Sustainability activities are focused in the areas of road safety, healthcare, education, environment sustainability, skill development & sustainable livelihoods, creating social awareness and other activities like disaster relief or any other activities as prescribed under Schedule VII of the Act. The Company directly implements road safety programmes, programmes in preventive healthcare and supports causes related to education, health, disaster relief and others. The Company works along with ICICI Foundation to implement programs on skill development, healthcare, environment sustainability and community development. The Company has formulated the Corporate Social Responsibility Policy ("CSR Policy") which sets out the framework guiding the Company?s CSR & Sustainability activities. The CSR Policy also sets out the rules that need to be adhered to while taking up and implementing CSR & Sustainability activities. During the year, the Company had amended its CSR Policy to reflect ICICI Foundation?s renewed focus areas, encompassing Healthcare, Environment and Ecology, Livelihood, and Community engagement. The 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-company/csr-policy.pdf The Company has duly constituted the Corporate Social Responsibility & Sustainability Committee (“CSR & Sustainability Committee”) in accordance with the applicable provisions of the Act and IRDAI CG Regulations. The CSR & Sustainability Committee acts as a 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.

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

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.

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.

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.

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.

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.