Key Dates and Voting Information

  • Cut-off date for e-voting: Friday, October 23, 2026
  • E-voting commencement: Wednesday, October 28, 2026 at 9:00 AM IST
  • E-voting conclusion: Thursday, November 26, 2026 at 5:00 PM IST
  • Results declaration: Within 2 working days from the end of the e-voting period
  • Resolution deemed passed on: Thursday, November 26, 2026 (if approved)

Resolution Details

Ordinary Resolution: Approval for establishment/setting-up of International Financial Services Centre Insurance Office, a foreign branch of the Company, at Gujarat International Finance Tec-City (GIFT), IFSC.

The resolution authorizes:

  • Establishment and operation of IIO for undertaking permitted insurance business and related activities
  • The Board to take all necessary steps for setting up the IIO, including filing applications and seeking approvals
  • The Board and/or Company Secretary to perform all acts necessary to implement the resolution

Regulatory Framework

The proposal is subject to compliance with:

  • Companies Act, 2013 and rules made thereunder
  • Insurance Regulatory and Development Authority of India (Protection of Policyholders' Interests, Operations and Allied Matters of Insurers) Regulations, 2024
  • International Financial Services Centres Authority (Registration of Insurance Business) Regulations, 2021
  • Approvals from IRDAI and IFSCA

Voting Mechanics and Service Providers

  • Remote e-voting service provider: KFin Technologies Limited
  • Scrutinizer: Mr. Vaibhav Dandawate (ACS 51538), failing which Ms. Deepti Kulkarni (ACS 34733), Partners of M/s Makarand M. Joshi & Co.
  • Voting rights: Proportional to shareholding as on October 23, 2026 cut-off date
  • Document availability: Company website (www.hdfclife.com), stock exchange websites (NSE, BSE), and e-voting website (https://evoting.kfintech.com)

Strategic Rationale and Business Impact

The IIO establishment aligns with the company's strategic objective of expanding its presence in international financial services and leveraging opportunities within the IFSC ecosystem. The IIO will enable the company to:

  • Offer foreign currency denominated life insurance and investment-linked products
  • Serve non-resident Indians and non-residents
  • Operate from within India's territorial borders while transacting in freely convertible foreign currencies with offshore markets

Board Approval and Commitments

The Board has already:

  • Granted in-principle approval for setting up the IIO
  • Undertaken to meet all liabilities arising from the IIO's life insurance business
  • Committed to ensure compliance with assigned capital, solvency and other IFSCA requirements
  • Approved appointment of Principal Officer and Officers in charge of Underwriting and Finance for the IIO
  • Authorized execution of Bond-cum-Legal Undertaking under the Special Economic Zones Act, 2005
  • Authorized application to IRDAI for no-objection certificate

Disclosure and Communication Method

The postal ballot notice is being sent only through email to all members whose email addresses are registered with Depository Participants and/or KFin Technologies Limited as of the cut-off date. No hard copies are being sent in accordance with MCA Circulars.

Governance and Compliance

None of the Directors, Key Managerial Personnel of the Company or their relatives are concerned or interested in the resolution, except to the extent of their respective shareholding, if any, in the Company.