Dear Members,
The Board of Directors are pleased to present the Twenty-Fifth
Integrated Annual Report of ICICI Lombard General Insurance Company Limited ("the
Company") along with the Audited Financial Statements for the financial year ended
March 31, 2025.
Business and opeRations
Industry in Fy2025
During the recent time, the insurance industry has undergone various
reforms which aims towards improving sector's efficiency, transparency and inclusivity.
The Regulator issued various changes that are favourable for the industry and focused
towards increasing penetration, facilitating ease of doing business and ensuring
Insurance for all by 2047'.
The non-life insurance industry reported Gross Direct Premium Income
("GDPI") of 3,076.59 billion in FY2025 and has delivered 17 Year Compound Annual
Growth Rate ("CAGR") GDPI (FY2008 to FY2025) of 14.8%. During FY2025, the
growth in the Motor segment slowed down due to muted vehicle sales and continued pricing
pressure. Further, Health segment continued to be the largest contributor to the general
insurance industry product mix, followed by Motor segment. The Commercial lines segment
also experienced muted growth during the year, on account of pricing pressure in the Fire
segment. [Source: Insurance Regulatory and Development Authority of India
("IRDAI") and General Insurance Council].
The non-life insurance industry delivered a GDPI growth of 6.2% for
FY2025 as against growth of 12.8% for FY2024 (Excluding the impact of 1/n accounting norm,
the GDPI grew by 8.6% for FY2025). The growth has been lower resulting from muted economic
activity and due to introduction of 1/n accounting norm for long term insurance products.
The Combined ratio for the industry had increased to 113.2% for 9M FY2025 as against
112.2% for 9M FY2024 [Source: IRDAI, General Insurance Council and Public Disclosure].
Theoverallmarketshareofprivateplayersdecreased from 53.5% in FY2024 to
52.9% in FY2025 [Source: IRDAI and General Insurance Council].
Company in Fy2025
The Company, in FY2024, embarked its journey towards establishing
"One IL One Team" which aimed at being a cohesive organisation where all the
diverse teams work together as one to achieve organisational goals thereby harnessing
market growth opportunities in a profitable manner. During FY2025, with strategic shift to
"One IL One Team", the Company continued to strengthen its commitment to the
highest levels of quality, superior customer experience, best-in-class service management,
robust information security and privacy practices.
The Company remained focused on leveraging multi-product,
multi-distribution strategy and aimed to achieve profitable growth by harnessing data
effectively, embracing digital advancements and introducing new products. The Company
continued its journey of driving profitable growth through robust and prudent underwriting
practices, generation of cash flows through strong retention of premium and judicious
investments of the proceeds coupled with customer centric approach.
The Company after transitioning to cloud, continued to make significant
investments on modernization of the technology platforms. Further, Project Orion, business
transformation project of the Company, has entailed three pivotal pillars of reimagining
processes with a digital-first approach, modernizing technology by shifting away from
legacy systems, and enhancing stakeholder experience through superior engagement models.
The core transformation journey was initiated with Health'
business and progressively extended to other lines of business.
Further, the Company consistently embraces advanced technologies to
enhance the customer experience at every step, from onboarding to claims settlement. In
FY2025, the Company had issued 37.6 million policies and processed 3.2 million claims
whereas in FY2024, the Company had issued 36.2 million policies and processed 2.9 million
claims.
During FY2025, on "1/n basis" the Company had registered a
growth in GDPI of 8.3% as against industry growth of 6.2%. On 'n' basis the Company's GDPI
grew by 11.0% for FY2025 as against the industry growth of 8.6%. Excluding Crop and Mass
Health segments, GDPI growth of the Company stood at 7.7% for FY2025. The Company's
focus opportunities has ondrivingprofitable resulted in improvement in the Combined Ratio
from 103.3% in FY2024 to 102.8% in FY2025.
The customer-centric approach and efforts towards driving profitable
growth, have aided the Company in delivering consistent performance and maintained top
rank amongst the 28 private sector non-life insurers in the industry (including standalone
health insurers ["SAHI"]). The market share of the Company is 13.3% (GDPI basis)
among private sector non-life insurers in India including
SAHI, while the overall market share of the Company is 8.7% (GDPI
basis) among all non-life insurers in India.
FINANCIAL RESULTS - OVERVIEW
The financial performance for FY2025 vis a-vis
FY2024 is summarised in the following table:
( in billion)
|
Fy2024 |
Fy2025 |
% Change |
Gross Written Premium |
255.94 |
282.58 |
10.4% |
Net Written Premium |
181.66 |
207.61 |
14.3% |
Net Earned premium |
168.66 |
198.00 |
17.4% |
Net Claims Incurred |
119.39 |
139.87 |
17.2% |
Income from Investments* |
36.14 |
42.50 |
17.6% |
Profit before tax |
25.55 |
33.21 |
30.0% |
Profit after tax |
19.19 |
25.08 |
30.7% |
EPS- Basic ( ) |
39.03 |
50.74 |
30.0% |
EPS- Diluted ( ) |
38.78 |
50.25 |
29.6% |
Net Worth |
119.60 |
143.03 |
19.6% |
Investment Assets |
489.07 |
535.08 |
9.4% |
Book Value Per Share ( ) |
242.75 |
288.53 |
18.9% |
*In accordance with IRDAI (Actuarial, Finance and Investment Functions
of Insurers) Regulations, 2024, previous period figure has been regrouped/ reclassified
With effect from October 1, 2024, Long-term products are accounted on
1/n basis, as mandated by IRDAI. Hence, FY2025 and FY2024, numbers are not comparable with
prior periods or prior years.
Solvency
IRDAI requires insurance companies to maintain a minimum solvency of
1.5 times which is calculated in a manner as specified in the IRDAI (Actuarial, Finance
and Investment Functions of Insurers) Regulations 2024, as amended from time to time. As
at March 31, 2025, the financial position of the
Company remained strong with a solvency ratio of 2.69 times. The
solvency ratio of the Company as at March 31, 2024 was 2.62 times.
KEY REGULATORY CHANGES HAVING IMPACT ON FINANCIAL STATEMENT A. CHANGE
IN ACCOUNTING NORM FOR PREMIUM ON LONG TERM POLICIES
During the financial year ended March 31, 2025,
IRDAI / the Regulator had revised premium recognition for a Long-Term
policy with effect from October 1, 2024. The Gross Written Premium reported for any
Financial Year shall be the total Gross Written Premium due for the Long-Term Policy
multiplied by 1/n', where n' is the Policy Duration. Any excess
amount collected shall be treated as "Premium Deposit" or Advance Premium."
This approach ensures that premium income is allocated more evenly over the policy period.
In case of motor insurance policies for new cars and new two wheelers
(third party liability coverage) issued on or after September 1, 2018, premium received is
recognised equally over the policy period at the commencement of risk on 1/n basis where
"n" denotes the policy duration. Hence, there was no impact on said line of
business in the FY 2025. However, the premiums recognition under long-term health and
other lines of business underwent changes basis regulatory changes in current FY 2025,
therefore there was impact on the growth of health and other lines of business for the
general insurance industry.
The impact of this regulatory change on financial numbers is detailed
out in the investor presentation for FY2025 which is hosted on the website of the Company
and can be viewed at https://www. icicilombard.com/investor-relations
b. Computation of Solvency
During the year under review, the Regulator had issued IRDAI
(Actuarial, Finance and Investment Functions of Insurers) Regulation, 2024 read with
Master Circular thereon dated May 17, 2024, pursuant to which the solvency ratio of the
Company was impacted by ~30 basis points upto Q3-FY2025. Subsequently on January 31, 2025,
IRDAI had issued a clarification in methodology for computation of admissible assets for
solvency calculation which resulted into improvement in solvency ratio for FY2025. The
solvency ratio of the Company at March 31, 2025 was 2.69 times.
OUR REACH
During the year, the Company expanded its reach by opening 18 new
branches across various locations and relocated 21 branches. The Company reaches its
customers through 328 branches in 292 locations as on March 31, 2025. As on March 31,
2025, the Company had 15,123 employees and 140,736 individual agents including Point of
Sales (POS) to cater to the needs of customers. The Company's diverse and
comprehensive product portfolio is made available to the customers through wide
distribution network consisting of agents, corporate agents, banks, brokers, and online
channels.
CUSTOMER ENGAGEMENT
The Company strives to enhance its customer experience with a blend of
innovative digital platforms and personalised service. To achieve this, the Company
leverages Artificial Intelligence (AI), Machine Learning (ML), and Robotic Process
Automation (RPA) to streamline operations and enhance claims processing. The
Company's technology driven approach includes omni-channel claim registration via.
bots, WhatsApp, SMS, 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 setting up a dedicated 24/7 help desk to guide customers for faster
claims settlement process.
As a result, the average claims settlement time has improved to 5 days
for the Motor Own Damage (OD) segment in FY2025 (from 6 days in FY2024), and to 3 days for
the Health segment (from 5 days in FY2024). Additionally, 100% of customer grievances were
resolved within 15 days.
The Claims Net Promoter Score (NPS) of the Company for Health and Motor
segment has improved from 67 in FY2024 to 68 in FY2025.
DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE
DATE OF THIS REPORT
No material changes and commitments have occurred after the closure of
FY2025 till the date of this Report, which would affect the financial position of the
Company.
Dividend
The profit after tax for the financial year ended March 31, 2025 is
25.08 billion. The profit available for appropriation is 73.27 billion after taking into
account the balance of profit of 48.19 brought forward from the previous year.
During the year under review, the Company paid 5.50 per equity share as
an interim dividend for
FY2025 i.e. at the rate of 55.0% of face value of 10 each,
aggregating to 2.72 billion. The Board of Directors of the Company, at their Meeting held
on April 15, 2025, had recommended a final dividend of 7.0 per equity share i.e. at the
rate of 70.0% of face value of 10 each for FY2025, to the Members of the Company for their
approval. Dividend will be payable subject to approval of members at the ensuing Annual
General Meeting ("AGM") and after deduction of tax at source to those Members
whose names appear in the Register of Members as on the
Record date.
The dividend pay-out ratio for FY2025 is 24.6% as against 28.2% for
FY2024.
In accordance with Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the
Company has adopted the Dividend Distribution Policy, which is based on the profitability
and key financial metrics, capital position and requirements and the regulations
pertaining to payment of the Dividend. The Dividend Distribution Policy of the Company is
hosted on website of the Company and can be viewed at https://www.
icicilombard.com/docs/default-source/policies-of-the-company/dividend-distribution-policy.pdf.
The Company has declared dividend after considering criteria like
solvency and liquidity position and profit available for distribution for FY2025 as
prescribed under the Dividend Distribution Policy of the Company.
SHARE CAPITAL
The Authorised Share Capital of the Company as at March 31, 2025 is
5,500,000,000 comprising of 550,000,000 equity shares of face value of 10 each. The
issued, subscribed and paid-up share capital of the Company as at March 31, 2025 is
4,957,264,770 comprising of 495,726,477 equity shares of face value of 10 each.
During the year under review, the Company has allotted 3,041,182 equity
shares pursuant to exercise of Stock Options by the eligible options holders under the
ICICI Lombard-Employees Stock Option Scheme-2005 ("ESOS"). The equity shares
allotted under ESOS ranks pari-passu with existing equity shares of the Company.
The Board of Directors of the Company, at their Meeting held on April
18, 2023, based on the recommendation of the Board Nomination and Remuneration Committee,
approved and adopted
ICICI Lombard Employees Stock Unit Scheme 2023
("Unit Scheme"), subject to the approval of the Members of the Company.
Subsequently, Members of the Company at their AGM held on July 6, 2023, approved and
adopted the Unit Scheme. During the year under review, no allotment was made under the
Unit Scheme.
As on April 1, 2024, the Company has not issued any equity shares with
differentialvotingrightsorsweatequityshares during the year under review.
REDEMPTION OF NON-CONVERTIBLE DEBENTURES
As on April 1st, 2024, the Company had outstanding Debentures of 0.35
billion comprising of 10.5%, 350 unsecured, subordinated, fully paid-up, listed,
redeemable, non-convertible debentures having a face value of 1,000,000 each ("the
Debentures") listed on the wholesale debt market segment of the National Stock
Exchange of India Limited. The Company had exercised the call option for redemption of the
Debentures on April 1, 2024, in accordance with the terms and conditions as set out in the
Information Memorandum, and accordingly sent notices to the Debenture Holder and the
Debenture Trustee on the same date. The Debentures were subsequently redeemed on April 30,
2024 (being the Call Option Date), by way of payment of principal and final interest due
thereon.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of
the business of the Company.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The provisions of Section 186(4) of the Companies Act, 2013 ("the
Act"), requires disclosure in the financialstatements of the full particulars of the
loans given, investment made or guarantee given or security provided including the purpose
for which the loan or guarantee or security is proposed to be utilised by the recipient of
the loan or guarantee or security. The said provisions are not applicable to the Company,
being an insurance company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS M I PACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS
There are no significant and/or material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status and future operations
of the Company.
BOARD OF DIRECTORS
The Company believes that a strong, independent and diverse Board
leadership is fundamental to the effective implementation of corporate governance. A
well-structured and competent Board enhances decision making, promotes accountability, and
ensures sustainable business growth. The significance of Board diversity is recognised by
various statutes/regulations i.e. the Insurance Act, 1938, IRDAI (Corporate Governance for
Insurers) Regulations, 2024 ("IRDAI CG Regulations") read with Master Circular
on Corporate Governance for insurers, 2024 ("Master circular on CG"), the Act
and relevant rules made thereunder, SEBI Listing Regulations.
The composition of the Board complies with the applicable regulatory
requirements and best corporate governance practices.
The Board of the Company is structured to maintain an optimal balance
of executive and non-executive directors, fostering a structure that promotes independent
oversight, and strategic decision making. As on March 31, 2025, the Board of the Company
consists of total nine (9) Directors, out of which six (6) are Non-executive, Independent
Directors, two (2) are Non-executive, Non-independent Directors and one (1) is Managing
Director & CEO.
None of the Directors of the Company are disqualified from being
appointed as Directors as specified in Section 164(1) or Section 164(2) of the Act. The
Company has also obtained a certificate from Dholakia & Associates, Practicing Company
Secretaries, confirming that none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or continuing as directors of companies by
SEBI/ Ministry of Corporate Affairs ("MCA") or any such statutory authority.
Further, all the Directors of the Company have confirmed that they fulfill the criteria of
fit and proper' as laid down under IRDAI CG Regulations.
During the financial year ended March 31, 2025, following changes took
place in composition of the Board of Directors of the Company:
Name of Director |
Change |
With effect from |
Rakesh Jha1 (DIN:00042075) |
Appointed as Chairperson of the Company |
June 30, 2024 |
Preeti Reddy2 (DIN: 07248280) |
Appointed as Non-executive, |
April 17, 2024 |
3 Rajive Kumar (DIN: 06620110) |
Independent Director Appointed as Non-executive, Independent
Director |
July 19, 2024 |
4 Re-appointed as Murali Sivaraman Non-executive, (DIN:
01461231) |
January 17, 2025 |
|
In the opinion of the Board, Non-executive, Independent Director(s)
appointed during the year possess high standards of integrity, expertise, experience and
proficiency.
Notes:
1The Board of Directors of the Company, at their Meeting held on April
17, 2024, based on the recommendation of the Board Nomination and Remuneration Committee,
have approved the appointment of Rakesh Jha, (DIN: 00042075), Non-executive,
Non-independent Director as Chairperson of the Company with effect from June 30, 2024 or
date of IRDAI approval, whichever is later. Subsequently, IRDAI, vide its communication
dated May 14, 2024 had approved appointment of Rakesh Jha as Chairperson of the Company
for a period of 5 years effective from June 30, 2024.
2The Board of Directors of the Company, at their Meeting held on April
17, 2024, based on the recommendation of the Board Nomination and Remuneration Committee,
appointed Preeti Reddy (DIN: 07248280) as an Additional Director in the category of
Non-executive, Independent Director of the Company for a period of five (5) consecutive
years effective from April 17, 2024 to April 16, 2029. Subsequently, the Members of the
Company at their AGM held on June 25, 2024, approved appointment of Preeti Reddy as
Non-executive, Independent Director effective from April 17, 2024.
3The Board of Directors of the Company, at their Meeting held on July
19, 2024, based on the recommendation of the Board Nomination and Remuneration Committee,
appointed Rajive Kumar (DIN: 06620110) as an Additional Director in the category of
Non-executive, Independent Director of the Company for a period of five (5) consecutive
years effective from July 19, 2024 to July 18, 2029. Subsequently, the Members of the
Company, on September 8, 2024, passed a Special Resolution by way of Postal Ballot to
approve appointment of Rajive Kumar as Non-executive, Independent Director effective from
July 19, 2024.
4The Board of Directors of the Company, at their Meeting held on
December 10, 2024, based on the recommendation of Board Nomination and Remuneration
Committee, approved reappointment of Murali Sivaraman (DIN: 01461231) as a Non-executive,
Independent Director of the
Company, for a second term of years, effective from January 17, 2025 to
January 16, 2030, subject to requisite approval of Members. Subsequently, the Members of
the Company, on January 12, 2025, passed a Special Resolution by way of Postal Ballot to
approve re-appointment of Murali Sivaraman as Non-executive, Independent Director
effective from January 17, 2025.
5Ashvin Parekh (DIN: 06559989), Non-executive, Independent Director of
the Company completed his second term and consequently ceased to be a Non-executive,
Independent Director of the Company with effect from the close of business hours on April
17, 2024.
6Lalita D. Gupte (DIN: 00043559), Chairperson, Non-executive,
Independent Director of the Company had attained the age of 75 years on October 4, 2023.
Pursuant to IRDAI (Remuneration of Non-Executive Directors of Insurers) Guidelines, 2023
("Remuneration Guidelines"), the Company had sought an extension from IRDAI to
continue as Chairperson of the Company for one more year with effect from the
applicability of the Remuneration Guidelines. IRDAI vide its letter dated August 7, 2023,
granted extension of time till June 29, 2024 to Lalita D. Gupte to continue as Chairperson
of the Board and Non-executive, Independent Director of the Company. In accordance with
the same, Lalita D. Gupte ceased to be the Chairperson, Non-executive, Independent
Director of the Company from the close of business hours on June 29, 2024.
7As per the provisions prescribed by IRDAI, after attaining the age of
75 years, no person shall continue on the Board of the insurer. Uday Chitale (DIN:
00043268), Non-executive, Independent Director of the Company, attained the age of 75
years on October 20, 2024. Accordingly, Uday Chitale ceased to be Non-executive,
Independent Director of the Company with effect from the close of business hours on
October 20, 2024.
8Alok Kumar Agarwal (DIN: 03434304), Executive Director of the Company,
tendered his resignation vide letter dated October 18, 2024, to pursue an external
opportunity. Alok Kumar Agarwal officiated his responsibilities as Executive Director till
the close of business hours on December 31, 2024.
The Board records its deepest appreciation for the(5)consecutive
contribution by Ashvin Parekh, Lalita D. Gupte, Uday Chitale and Alok Kumar Agarwal during
their tenure on the Board of the Company.
BOARD MEETINGS
During the year under review, Eight (8) Meetings of the Board of
Directors were held. The intervening gap between meetings were not more than 120 days as
required under the Act and SEBI Listing Regulations.
The details of the Meetings of the Board and its Committees held during
FY2025 along with attendance of Directors/ Committee Members thereat, constitution of the
Board including name, qualification, field of specialization/core skills / expertise /
competence, Directorship(s) held, etc. and their terms of reference, are provided in the
Corporate Governance Report, forming part of this Report.
COMMITTEES OF THE BOARD
As required under the Act, SEBI Listing Regulations, and IRDAI CG
Regulations, the Board has constituted the following statutory committees:
1. Audit Committee;
2. Board Nomination and Remuneration Committee;
3. Risk Management Committee;
4. Investment Committee;
5. Policyholder Protection, Grievance Redressal and Claims Monitoring
Committee;
6. Corporate Social Responsibility & Sustainability Committee;
7. Stakeholders Relationship Committee; and
8. Information Technology Strategy Committee.
During the year under review, the Company has dissolved the Strategy
Committee with effect from October 21, 2024.
Details such as composition of the Committee(s), terms of reference,
and Meetings held during the year under review for these Committee(s) are disclosed in the
Corporate Governance Report, forming part of this Report.
Common Directorships
The Master Circular on CG issued by IRDAI lays down the Framework for
appointment of common director under Section 48A of the Insurance Act, 1938. The
appointment or continuation of common director representing insurance agent, intermediary
or insurance intermediary on the board of insurance company shall be deemed to have been
permitted by IRDAI, subject to certain conditions.
As at March 31, 2025, the Company has two (2) Directors, falling within
the criteria of common Director prescribed under the Insurance Act, 1938 viz. Rakesh Jha
and Sandeep Batra. Further during FY2025, no common director was appointed on the Board of
the Company.
The Company is in compliance with the applicable provision of the
Insurance Act, 1938 and Master circular on CG.
The Company would file the Annual Compliance Certificate on
"Appointment of Common Directors" for the financial year ended March 31, 2025,
as prescribed under the Master circular on CG, duly certified by the Managing Director
& CEO, within the defined timelines.
Declaration of Independence
All Independent Directors of the Company have given declarations that
they meet the criteria of independence as laid down under Section 149(6) &(7) of the
Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and
Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations, as amended from
time to time. All the Independent Directors have also confirmed that they have complied
with Schedule IV of the Act and the applicable provisions of the Employees Code of Conduct
of the Company. There has been no change in the circumstances affecting their status as
Independent Directors of the Company.
The Company obtains a certificate from a Practicing Company Secretary
on an annual basis, verifying the veracity of the declarations received from the
Independent Directors of the Company. Based on the declarations and certificate of
Practicing Company Secretary, the Board is of the opinion that all the Independent
Directors of the Company fulfill the conditions Independent Director as specified in the
Act and SEBI Listing Regulations and are independent of the Management.
Director e-KyC
Pursuant to the provisions of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all Directors are required to submit e-Form DIR-3
KYC to the Central Government. In compliance with the said requirement, all Directors of
the Company have duly submitted e-Form DIR-3 KYC or DIR-3 KYC-Web, as applicable, within
the prescribed timelines.
Retirement By Rotation
In terms of provisions of Section 152 of the Act,
Rakesh Jha (DIN: 00042075) would retire by rotation at the forthcoming
AGM and is eligible for re-appointment. Rakesh Jha has offered himself for re-appointment.
A resolution seeking Members approval for appointment of a Director in place of Rakesh Jha
(DIN: 00042075) who retires by rotation and, being eligible, offers himself for
reappointment, is forming part of the Twenty-Fifth AGM Notice. Rakesh Jha is not
disqualified from being appointed as a Director under Section 164 of the Act.
The profile and particulars of experience, attributes and skills of
Rakesh Jha along with details as required have been disclosed in the annexure to the
Twenty-Fifth AGM Notice.
PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES, CHAIRPERSON AND
INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act, SEBI Listing
Regulations and in accordance with Guidance Note on Board Evaluation
issued by SEBI on January 5, 2017, an annual performance evaluation had been carried out
of the Board as a whole, its Committees, individual Directors both Executive and
Non-executive including Independent Directors and Chairperson of the Board. The manner in
which the evaluation has been carried out and outcome of evaluation, is explained in the
Corporate Governance Report forming part of this Report.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the
Act, the Key Managerial Personnel (KMP) of the Company as on March 31,
2025, are as under:
1. Sanjeev Mantri, Managing Director & CEO
2. Gopal Balachandran, Chief Financial Officer
3. Vikas Mehra, Company Secretary
In accordance with the IRDAI CG Regulations read with IRDAI
(Registration, Capital Structure,
Transfer of Shares and Amalgamation of Insurers)
Regulations, 2024, the Company has following Key Management Persons in
addition to aforesaid KMPs:
1. Girish Nayak, Chief-Technology & Heath
Underwriting & Claims
2. Jerry Jose, Chief-Human Resources
3. Vinod Mahajan, Chief Investment Officer
4. Prasun Sarkar, Appointed Actuary and Chief Actuarial Officer
5. Sandeep Goradia, Chief Corporate Solutions Group, International
& Bancassurance
6. Gaurav Arora, Chief Reinsurance, Underwriting
& Claims (Property & Casualty)
7. Girish Sehgal, Chief - Customer Experience,
Support and Operations*
8. Anand Singhi, Chief Retail & Government
9. Amit Kushwaha, Head-Legal & Chief Compliance Officer 10. Steve
Dsouza, Chief Risk Officer#
* The Board of Directors of the Company, based on the recommendation of
the Board Nomination and Remuneration Committee, approved appointment of Girish Sehgal,
Chief - Customer Experience, Support and Operations, designated as Key Management Person
("KMP") and Senior Management Personnel ("SMP") of the Company, with
effect from January 21, 2025. Pursuant to the Master circular on CG, the
Company had obtained "Fit and Proper declaration" from Girish
Sehgal prior to his appointment.
# The Board of Directors of the Company, based on the recommendation of
the Board Nomination and Remuneration Committee, approved appointment of Steve Dsouza as
Key Management Person ("KMP") and Senior Management Personnel ("SMP")
of the Company with effect from April 18, 2024.
In accordance with IRDAI CG Regulations, Gopal Balachandran holding two
Key Management Person positions, namely, Chief Financial Officer and Chief Risk Officer,
has ceased to be Chief Risk Officer of the Company, with effect from the close of business
hours on April 17, 2024 and would continue to be Chief Financial Officer of the Company.
During the financial year ended March 31, 2025, Vasundhara Bhonsle,
Chief-Customer Support and Operations, Key Management Person (KMP) and Senior Management
Personnel (SMP) of the Company, tendered her resignation from the Company and officiated
her responsibilities till the close of business hours on January 20, 2025.
FRAMEWORK FOR APPOINTMENT OF A DIRECTOR, KEY MANAGERIAL PERSONNEL, KEY
MANAGEMENT PERSONS AND SENIOR MANAGEMENT
During the financial year ended March 31, 2025, the
Company had renamed the "Criteria for appointment of a Director,
Key Managerial Personnel and who may be appointed in senior management" as
"Framework for appointment of a Director, Key Managerial Personnel, Key Management
Persons and Senior Management" ("the Framework") and amended the criteria
for appointment of a Director, Key Managerial Personnel, Key Management Persons and Senior
Management to align the same with the IRDAI CG Regulations and the Master circular on CG.
The Framework includes the criteria for determining qualifications,
positive attributes and independence of a Director, identification of persons who are
qualified Personnel, Key Management Persons and who may be appointed in the Senior
Management in accordance with the criteria laid down.
The Framework is hosted on the website of the Company and can be viewed
at https://www.
icicilombard.com/docs/default-source/policies-of-the-company/criteria-for-appointment-of-a-director-key-managerial-personnel-and-officials-who-may-be-appointed-in-senior-management.
pdf . coMpensation policy
The Company had renamed the "Policy on Appointment and
Compensation of Employees and Framework for Remuneration to Non-Executive Directors"
as "Compensation Policy" in order to reflect its comprehensive coverage related
to compensation and benefits for Managing Director & CEO, other Whole-time Directors,
Non-executive Directors, Key Management Person (KMP), Senior Management Personnel (SMP)
and other employees.
The Compensation Policy lays down guidelines on fixingcompensation of
employees including KMPs, Whole-time Directors and Non-executive
Directors of the Company. The philosophy of the Company on compensation
and benefits is based on the ethos of meritocracy and fairness. The twin pillars of
performance management and talent management system are closely intertwined with the
compensation, benefits and reward mechanism of the Company. While the Company will strive
to ensure internal and external equity that are consistent with emerging market trends,
its business model and affordability based on business performance sets the overarching
boundary conditions. The Compensation Policy is hosted on the website of the Company and
can be viewed at https://www.icicilombard.com/ docs/default-source/compensationpolicy.pdf.
Deposits
During the year under review, the Company has not accepted any deposits
under Section 73 of the Act.
AUDITORS
Statutory auditors
Pursuant to the provisions of Section 139 of the Act, every company is
required to appoint a Statutory Auditor for audit of financial statements of company.
Further, IRDAI CG Regulations read with Master Circular on CG for Insurers, 2024 requires
every insurance company to appoint a minimum of two auditors as Joint Statutory Auditors
and shall ensure that there is no conflict of interest in their appointment.
PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm
Registration No. 003990S/ S200018) and Walker Chandiok & Co. LLP, Chartered
Accountants (Firm Registration No. 001076N/ N500013) are the Joint Statutory Auditors of
the Company.
The Members of the Company in the Twenty-First AGM held on August 10,
2021 had approved reappointment of PKF Sridhar & Santhanam LLP, Chartered Accountants
as one of the Joint Statutory Auditors of the Company for a second term of (5) consecutive
years till the conclusion of Twenty- Sixth AGM. Further, the Members of the Company in the
Twenty-Third AGM held on July 6, 2023 had approved appointment of Walker Chandiok &
Co. LLP, Chartered Accountants for a first term of five (5) consecutive years, to hold
office from the conclusion of Twenty-Third AGM till the conclusion of the Twenty-Eighth
AGM of the Company.
Pursuant to IRDAI CG Regulations read with Master Circular on CG and
the applicable provisions of the Act, the Board of Directors of the Company, based on the
recommendation of the Audit Committee had approved and recommended to the Members to
approve payment of 16.0 million as remuneration to each of the Joint Statutory Auditors of
the Company for statutory audit of financial statements and financial results of the
Company for FY2026 including fee for audit of financial statements of International
Financial Services Centre Insurance Office ("IIO"), fees for reviewing the
internal financial controls of the Company, issuing certificate on compliance of
conditions of Corporate Governance prescribed under the SEBI Listing Regulations and other
matters as prescribed under the Auditing Standards.
The resolution seeking Members approval for fixing audit remuneration
of PKF Sridhar & Santhanam LLP, Chartered Accountants and Walker Chandiok & Co.
LLP, Chartered Accountants, for FY2026 is forming part of Notice of Twenty-Fifth AGM.
Statutory Audit remuneration and other fees
The details of remuneration and other fees paid / payable to PKF
Sridhar & Santhanam LLP and Walker Chandiok & Co. LLP, Joint Statutory Auditors of
the Company for FY2025 are provided below:
|
( in million) |
P articulars |
amount |
Statutory Audit Fees including Certificate on
compliance of conditions of Corporate Governance as prescribed under the SEBI Listing
Regulations and Internal control over financial reporting |
31.0 |
Tax Audit Fees |
1.8 |
Others* |
11.5 |
total |
44.3 |
*Includes 1.5 million towards fees for review of Special Purpose
Financial Information for ICICI Bank Limited consolidated financial statements, 5.0
million towards review of Ind AS (Phase I), 1.2 million towards reasonable assurance of
Business Responsibility and Sustainability Core for FY2024. Further,
3.8 million is towards other f certification
Joint Statutory auditors' report
The Joint Statutory Auditors' Report for FY2025 on the financial
of this Integrated Annual Report. The Joint Statutory
Auditors have expressed their unmodified opinion on the financial
statements and their reports do not contain any qualifications, reservations, or adverse
remarks.
Secretarial auditor
Pursuant to provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed Parikh & Associates, Practicing
Company Secretaries (Firm Registration No. P1988MH009800) as a
secretarial auditor of the Company for carrying out the secretarial audit of the Company
for FY2025 and issue annual secretarial compliance report for FY2025. The Secretarial
Audit Report forms part of this report as annexure a.
There are no qualifications, reservation or adverse remark or
disclaimer made by the Secretarial Auditor in the report save and except disclaimer made
by them in discharge of their professional obligation.
The Secretarial Auditor has undertaken an audit for FY2025 for all
applicable compliances as per SEBI Listing Regulations and Circular / Guidelines issued
thereunder. The Annual Secretarial Compliance Report for FY2025 is will be made available
on the website of the Company at https://www. icicilombard.com/investor-relations and on
the websites of the stock exchanges i.e. BSE Limited (BSE) at www.bseindia.com and
National Stock Exchange of India Limited (NSE) at www.nseindia. com.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements)
(Third Amendment)
Regulations, 2024, the secretarial audit is required to be conducted by
auditor who shall be peer reviewed company secretary. The amended Regulations also
requires listed entities to seek approval of the shareholders of the Company for the
appointment / re-appointment of individual secretarial auditor or secretarial auditor firm
at their AGM.
The Board of Directors of the Company, at their Meeting held on April
15, 2025, based on the recommendation of the Audit Committee, approved the appointment of
same firm i.e. Parikh & Associates,PracticingCompanySecretaries(Firm statements of the
Company Registration No. P1988MH009800), as Secretarial Auditor of the Company for the
term of five (5) consecutive years commencing from the conclusion of 25th AGM till the
conclusion of 30th AGM of the Company, subject to approval of Members of the Company at
the Twenty-Fifth AGM for conducting Secretarial Audit from FY2026 to FY2030.
The proposal to appoint Parikh and Associates, Practicing Company
Secretaries, as secretarial auditor of the Company for the term of five (5) consecutive
years commencing from the conclusion of 25th AGM till the conclusion of 30th AGM of the
Company, to conduct secretarial audit from FY2026 to FY2030, is being placed before the
Members of the Company at the Twenty-Fifth AGM.
The Company has received consent from Parikh & Associates to act as
secretarial auditor of the Company and has confirmed that the firm has been Peer Reviewed
and Quality Reviewed by the Institute of Company Secretaries of India ("ICSI"),
ensuring adherence to professional standards and practices. The Company has also received
confirmation from Parikh & Associates that they are not disqualified to be appointed
as Secretarial
Auditors in terms of applicable provisions and that their appointment
as secretarial auditor would be within the prescribed limits under the Act and Rules made
thereunder and SEBI Listing Regulations.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory
Auditors and Secretarial Auditor have not reported any instances of
frauds committed in the Company by its Officers or Employees to the Audit Committee under
Section 143(12) of the Act.
MAINTENANCE OF COST RECORDS
Being an Insurance Company, the Company is not required to maintain
cost records as specified by the Central Government under Section 148(1) of the Act.
COMPLIANCETO SECRETARIAL STANDARDS
During the year under review, the Company has been in compliance with
the applicable
Secretarial Standards i.e. SS-1 and SS-2, issued by ICSI, with respect
to Meetings of Board and its Committees and General Meetings, respectively.
The Company has devised necessary systems to ensure compliance with the
applicable provisions of Secretarial Standards.
PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under
Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this Report as annexure B.
The statement containing particulars of employees as required under
Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report. Pursuant to the provisions of
the Act, the Integrated
Annual Report including Financial Statements are being sent to the
Members of the Company excluding the aforesaid statement. Further in terms of Section 136
of the Act, the said annexure is open for inspection and any Member interested in
obtaining a copy of the same may write to the Company Secretary of the Company at
investors@icicilombard.com.
RELATED PARTY TRANSACTIONS
The Company undertakes various transactions with related parties in the
ordinary course of business and had put in place a process for approval of
Related Party Transactions, pursuant to the Policy on Related Party
Transactions and Framework on Related Party Transactions approved by the Board of
Directors of the Company.
All Related Party Transactions that were entered by the Company, during
the year under review, were at an arm's length basis, in the ordinary course of
business and are in compliance with the applicable provisions of the Act and the SEBI
Listing Regulations.
The Audit Committee has granted omnibus approval to enter into
different types of related party transactions which are in ordinary course of business,
repetitive in nature and in the interest of the Company. Further, all Related Party
Transactions entered were placed before the Audit Committee on a quarterly basis for which
the Company had taken omnibus approval from the Audit Committee.
During the year under review, the Company has amended its Policy on
Related Party Transactions and Framework on Related Party Transactions in order align the
same with the SEBI Listing Regulations.
The Policy on Related Party Transactions is hosted on the website of
the Company and can be viewed at
https://www.icicilombard.com/docs/default-source/policies-of-the-company/rpt-policy_
fy2026.pdf
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, prior approval of Members is required to be sought by means of an ordinary
resolution for related party transactions, which are material, even if such transactions
are in the ordinary course of the business of the Company and at an 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 1,000 crore or 10% of the annual consolidated turnover as per the
last audited financial statements of the listed entity, whichever is lower.
The Company had taken approval from the Members in the Twenty-Third AGM
of the Company held on July 6, 2023, for material Related Party Transactions that the
Company may enter in FY2025 and which may exceed the threshold of "material related
party transactions" prescribed under the SEBI Listing Regulations. All the Related
Party Transactions entered by the Company in FY2025 were within the limit as approved by
the Members, in the ordinary course of business, on an arm's length basis and in
accordance with applicable IRDAI prescriptions.
During the year under review, the Company had not entered into any
contract / arrangement / transaction with related parties which is required to be reported
in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014.
The Company had further taken approval from the Members in the
Twenty-Fourth AGM of the Company held on June 25, 2024, for material Related Party
Transactions that the Company may enter in FY2026 and which may exceed the threshold of
"material related party transactions" prescribed under the SEBI Listing
Regulations. The Company will execute the transactions approved by Members of the Company
and in accordance with the IRDAI prescriptions on an arm's length basis and in the
ordinary course of business of the Company.
The Company, on a half yearly basis, presents to the Audit Committee
status of actual related party transactions vis-a-vis related party transactions amount
approved by the Members of the Company.
The resolution seeking approval of Members of the Company for material
Related Party Transactions that the Company may enter in FY2027 and which may exceed the
threshold of "material related party transactions" prescribed under the SEBI
Listing
Regulations forms part of the Twenty-Fifth AGM Notice.
As required under Regulation 53(f) read with Para A of Schedule V of
the SEBI Listing Regulations and Accounting Standard (AS) 18 on Related Party Disclosures,
the details of Related Party
Transactions entered into by the Company during FY2025 are covered in
the Notes to Accounts forming part of the Financial Statements. The Joint Statutory
Auditors of the Company have issued an unmodified opinion on the Financial Statements for
FY2025 which includes therein Related Party Transactions and related disclosures thereon.
ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the Annual Return of the
Company prepared as per Section 92(3) of the Act for the financial year ended March 31,
2025, is hosted on the website of the Company and can be viewed at
https://www.icicilombard.com/docs/
default-source/shareholding-pattern/form_mgt_7-website-upload.pdf In terms of Rules 11 and
12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall
be filed with the Registrar of Companies, within the prescribed timelines.
RISK MANAGEMENT FRAMEWORK
The Company recognizes that risk is an integral element of insurance
business and with a view to mitigate risks, the Company has in place Board approved Risk
Management Framework.
A strong risk culture is ensured through embedding the principles of
Risk Management Framework in strategy and operations. Accordingly, the Company has
developed a risk universe, broadly categorised into six distinct groups, namely, Credit
Risk, Market Risk, Underwriting Risk, Strategic Risk, Operational Risk and Environmental,
Social and Governance Risk.
As part of the Enterprise Risk Management exercise, critical risks
along with the detailed mitigation plans are presented to the Risk Management Committee of
the Board on a quarterly basis. The risk mitigation plan(s) is/are monitored regularly by
the Company to ensure timely and appropriate execution. The senior management of the
Company is responsible for periodic review of the risk management process to ensure that
the process initiatives are aligned to the desired objectives. The Chief Risk Officer of
the Company is responsible for the implementation and monitoring of the Risk Management
Framework.
A statement indicating development and implementation of Risk
Management Framework including identification therein, elements of risk, if any, which may
significantrisk to the pose Company are given in the Corporate Governance Report forming
part of this Report.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment and is
committed to provide a safe environment for all, which is achieved through
well-established robust mechanism for redressal of complaints reported under it.
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 provides protection against sexual harassment of women at
workplace and lays down the guidelines and timelines for the prevention and redressal of
complaints pertaining to sexual harassment.
Accordingly, the Company has in place the guidelines on prevention of
Sexual Harassment at Workplace and a formal process for dealing with complaints of sexual
harassment, in compliance with aforesaid
Act. The Company ensures that all such complaints are resolved within
defined timelines The Guideline against Sexual Harassment at Workplace is hosted on the
website of the Company and can be viewed at
https://www.icicilombard.com/docs/default-source/policies-of-the-company/guidelines_
against_sexual_harassment_il_ver22.pdf.
Statement of complaints received during the year is as follows:
Sr. No. |
particulars |
No. |
a. |
Number of complaints pending as on April 1, 2024 |
2 |
b. |
Number of complaints filed during the financial year |
17 |
c. |
Number of complaints disposed of during the financial |
16 |
d. |
Number of complaints pending as on March 31, 2025 |
3* |
*Of the 3 complaints pending as on March 31, 2025, 2 were reported in
February 2025 and 1 was reported in March 2025 and are currently under investigation.
To build awareness in this area, the Company has been conducting
induction/refresher programmes on continuous basis. During the year under review, the
Company has organized online training sessions on the topics of Gender Sensitization and
Prevention of Sexual Harassment ("POSH") for its employees. The Company also
conducted 194 physical POSH awareness sessions across the Country.
Internal Committee for redressal of complaints:
The Company has constituted an internal Committee for redressal and
timely management of sexual harassment complaints. The Internal Committee has minimum 50%
women representatives. The Internal Committee has a senior woman leader as the presiding
officer of the Committee and one external member who is a subject matter expert in this
regard.
The Company is in compliance with the provisions relating to the
constitution of an Internal Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
UNPAID/UNCLAIMED DIVIDEND
As per Section 124 and 125 of the Act read with the Investor Education
and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividends
that remain unclaimed/unpaid for a period of seven years are liable to be transferred to
Investor
Education and Protection Fund ("IEPF"). Further, all the
shares in respect of which dividend has remained unclaimed for seven consecutive years or
more from the date of transfer to unpaid dividend account shall be transferred to IEPF.
The details of unclaimed dividends and shares transferred to IEPF
during FY2025 are as follows:
Dividend type and year |
amount of unclaimed dividend ( ) |
Number of shares transferred |
1st Interim Dividend FY2018 |
938/- |
- |
2nd Interim Dividend FY2018 |
80,620/- |
3709 |
total |
81,558/- |
3709 |
Members are requested to note that no claims shall lie against the
Company in respect of the dividend/ shares transferred to IEPF.
The details of outstanding and unclaimed dividends previously declared
and paid by the Company along with the due date of transfer to IEPF are covered in the
Corporate Governance Report forming part of this Report.
CORPORATE SOCIAL RESPONSIBILITY & SUSTANABILITY
The Corporate Social Responsibility ("CSR") &
Sustainability initiatives of the Company are deeply committed to enhancing community
well-being and driving sustainable development. Being a corporate citizen, the Company is
committed to perform its role towards the society at large. In alignment with its vision,
the Company always works towards adding value to its stakeholders by going beyond business
goals and contributing to the well-being of the community.
The Company's CSR & Sustainability activities are largely
focused in the areas of road safety, health care, education, environment sustainability,
skill development & sustainable livelihoods, creating social awareness and other
activities like disaster relief or any other activities as prescribed under Schedule VII
of the Act. The CSR & Sustainability activities are implemented either directly by the
Company or through ICICI Foundation for Inclusive Growth.
The Company has formulated the Corporate Social Responsibility Policy
("CSR Policy") which sets out the framework guiding the 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. The CSR Policy is
hosted on the website of the Company and can be viewed at www.
icicilombard.com/docs/default-source/policies-of-the-company/csr-policy.pdf.
The Company has duly constituted the Corporate Social Responsibility
& Sustainability Committee ("CSR & Sustainability Committee") in
accordance with the applicable provisions of the Act and IRDAI CG Regulations. The CSR
& Sustainability Committee acts as a governingbodythatdefinethe scope of CSR
activities for the Company and ensure compliance with the CSR Policy.
The Board of Directors of the Company at their Meeting held on April
17, 2024, based on the recommendation of the CSR & Sustainability Committee, had
approved the CSR & Sustainability Plan and expenditure for FY2025. The budgeted CSR
expenditure for FY2025 was 401.4 million, based on the averagenetprofitsof the Company
made during three immediately preceding three financial years, calculated in accordance
with the Act and the applicable IRDAI regulations.
Further, the Board of Directors of the Company at their Meeting held on
October 18, 2024, based on the recommendation of CSR & Sustainability
Committee had approved modification to the plan for CSR &
Sustainability Activities for FY2025.
The Company's actual CSR & Sustainability expenditure was
404.2 million for FY2025. There are no unspent funds required to be carried forward to
succeeding years.
The Annual Report on CSR activities of the Company for FY2025 forms
part of this Report as annexure C. During FY2025, impact assessment was carried out
for Ride to Safety, Caring Hands, Niranjali, Solar Panel installations and Skill
development & Sustainable Livelihoods CSR projects in pursuance of Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to
time. The executive summary of Impact Assessment Reports are covered in the Annual Report
on CSR Activities.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) REPORT
The Company considers ESG principles integral to its purpose and
operations, aiming to benefit the customers, investors, employees, shareholders,
communities, and all other stakeholders. Through these efforts, the Company strives to
create long-term value for all stakeholders, consistent with our commitment to
"Building Trust Driving Change Our Promise for Sustainable Growth".
During FY2025, the Company had continued to prioritize ESG in its
operations and had undertaken various initiatives. On the environment front, Green
Procurement Guidelines were rolled out to promote sustainable sourcing,
digital visiting cards were adopted to reduce paper usage, and sourcing renewable
electricity to reduce overall Greenhouse Gas (GhG) emissions. The travel policy was
updated to reduce GhG emissions associated with business travel.
On Social aspect, the Company's female workforce representation
rose to 26.0%. Further, 28.6% new female agents were onboarded in FY2025. Employees were
empowered through a self-learning module on ESG fundamentals, and training sessions on the
Supplier Code of Conduct were conducted for material vendors.
On Governance part, the Company had enhanced its Supplier Code of
Conduct to set clear expectations on ethics, sustainability, human rights amongst others.
Strengthening due diligence and engaging with suppliers on ESG matters has improved the
sustainability of value chain of the Company. The Company had conducted 12 sessions of
virtual training for 129 material vendors covering key aspects of ESG. An integral part of
strengthening governance, the Company is maintaining open, transparent communication with
its stakeholders. This transparency enhances governance practices and supports broader ESG
goals, building trust and aligning operations of the Company with sustainable, long term
value.
At the Board level, the CSR & Sustainability Committee oversees and
monitors ESG initiatives and the Risk Management Committee oversees ESG related risks. At
Management level, ESG Steering Committee ensures the overall integration of business
activities with ESG objectives.
During FY2025, the Company was assigned ESG rating from various rating
agencies and the details of the same are as below:.
eSG rating agency |
rating Scale |
eSG rating/ Score* |
Change |
MSCI ESG Rating Sustainalytics |
AAA- CCC scale CCC/B Laggard BB/BBB/A Average AA/AAA - Leader
Five risk levels: |
A 21.9 |
Improved Improved |
ESG Risk Rating |
Negligible (0-10), Low (10-20), Medium (20-30), High (30-40)
Severe (40+) |
|
|
S & P ESG Score |
0-100, with 100 representing best performances |
34 |
Reduced |
CRISIL ESG Score |
0-100, where 100 is the highest |
62 |
No change |
CDP Score |
A (Leadership) B (Management) C (Awareness) D (Disclosure) F
(Failure to Disclose) |
C |
Improved |
*Unsolicited Ratings as available in the public domain as on March 31,
2025.
The Company's focus from an ESG standpoint is on identifying and
addressing material ESG issues. Key focus areas include promoting health and well being,
innovation, digitisation, diversity and inclusion, and responsible investments, among
others. Additionally, the Company has a comprehensive ESG Policy to guide its initiatives
and ensure sustainable practices The ESG Policy is hosted on the website of the Company
and can be viewed at https://www.icicilombard.com/
docs/default-source/esg/policy-on-environment-management-2022.pdf.
The Company had published its sixth ESG Report which highlights the
commitment to environmental sustainability, social responsibility, and strong corporate
governance. The Report illustrates actions of the Company in these areas, aims to strength
stakeholder trust and focuses on creating long-term value. The ESG Report for FY2025 is
hosted on the website of the Company and can be viewed at https://www.icicilombard.com.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Company is required to publish
Business Responsibility and Sustainability Report ("BRSR") as
part of its Annual Report and also undertake reasonable assurance on disclosure related to
BRSR Core.
The BRSR maps the sustainability disclosure of the Company against the
nine principles of the National Guidelines on Responsible Business Conduct'
issued by MCA, Government of India. The BRSR Core is a sub-set of the BRSR, consisting of
a set of Key Performance Indicators (KPI's) under 9 ESG attributes.
Accordingly, the BRSR and BRSR Core related disclosures along with
independent practitioner's assurance report on identified sustainability indicators
in BRSR report for FY2025 are hosted on the website of the Company and can be viewed at
https://www.icicilombard.com.
INTEGRATED REPORT
The Company has voluntarily adopted the principles and has shifted its
corporate reporting journey to Integrated Report as per the International Integrated
Reporting Council ("IIRC") framework.
The Integrated Report encompasses both financial and non-financial
information to enable the Members to take well informed decisions and have a better
understanding of the 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 seventh Integrated Report which
forms part of this Annual Report.
CREDIT RATING
The Company had intimated Stock Exchanges vide its letters dated April
1, 2024 and April 30, 2024, regarding exercise of Call Option and timely payment of
Principal and Interest on redemption of Debentures of the Company.
Further during the year, ICRA Limited vide letter dated July 11, 2024
withdrew the "[lCRA]AAA (Stable)" rating and CRISIL Rating Limited vide letter
dated July 31, 2024 withdrew the "CRISIL AAA/ Stable" rating assigned to the
Debentures of the Company. The rating withdrawal was pursuant to the full redemption of
Debentures of the Company.
During the year under review, ICRA Limited has reaffirmed Issuer Rating
of "[ICRA]AAA (Stable)" to the Company. AM Best has affirmed the Financial
Strength Rating of "B++ (Good)", the Long-Term Issuer Credit Rating of
"bbb+ (Good)" to the Company and the India National Scale Rating of "aaa.IN
(Exceptional)" to the Company. The outlook assigned to these Credit Ratings is
stable. The Credit Ratings reflect the Company's balance sheet strength, which AM
Best assesses as very strong as well as strong operating performance, neutral business
profile and appropriate enterprise risk management.
INVESTOR RELATIONS
The Company is committed to achieving excellence in its Investor
Relations engagement with both International and Domestic investors. To achieve this goal,
the Company continuously adopts emerging best practices in Investor Relations and strives
to build relationship of mutual understanding and trust with investor/analysts.
The Managing Director & CEO, Chief Financial Officer and other
authorised senior management members participate in structured conference calls and
periodic investor/analyst interactions including one-on-one/group meeting, investor
conferences, and quarterly earnings calls. The transcripts of the quarterly earnings
calls, audio recordings, and presentations made are also hosted on the website of the
Company and Stock Exchanges where the securities of the Company are listed within the
timelines as prescribed under the SEBI Listing Regulations.
The Company ensures that financial and non-financial information is
available to all the stakeholders by uploading it on the Company's website and
website of the Stock Exchanges where the securities of the Company are listed. The
financial information includes Financial Statements, Press Releases, Investor
Presentations, Earnings call transcripts, publication of financial results in the
newspapers and Annual Report whereas the non-financial information are included as a part
of ESG Report, BRSR, BRSR (Core), etc.
EVENTS AFTER BALANCE SHEET DATE
There have been no material changes and commitments, affecting the
financial position of the Company, between the end of the financial year of the Company to
which the balance sheet relates and the date of this report.
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