Disclosure Context

This is a regulatory disclosure made by ICICI Prudential Life Insurance Company Limited (the Company) to the BSE and NSE on July 5, 2026, under Regulations 30, 30A, and 51 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure pertains to a Letter of Undertaking executed between its promoters, ICICI Bank Limited (the Bank) and Prudential Corporation Holdings Limited (Prudential). The Company clarified it is not a party to this undertaking.

Nature of the Event

The disclosure concerns a Letter of Undertaking dated July 4, 2026, executed at 3:26 p.m. between ICICI Bank Limited and Prudential Corporation Holdings Limited. This is a follow-up to a previous disclosure dated May 18, 2026.

Parties Involved

The parties to the undertaking are ICICI Bank Limited and Prudential Corporation Holdings Limited. Both are joint promoters of ICICI Prudential Life Insurance Company Limited. They do not hold any shareholding in each other.

As of June 30, 2026, Prudential holds 31,75,17,279 equity shares (21.89%) of ICICI Prudential Life Insurance Company Limited. ICICI Bank holds 73,76,05,504 equity shares (50.84%) of the Company.

Purpose and Rationale

The undertaking was executed to mitigate potential conflicts of interest in the management of ICICI Prudential Life Insurance. This arises from Prudential's entry into definitive agreements on May 17, 2026, to acquire a 75% stake in Bharti Life Insurance Company Limited (the Proposed Transaction). The Proposed Transaction is subject to receipt of applicable regulatory approvals and satisfaction of certain conditions.

In view of the Proposed Transaction, ICICI Prudential Life Insurance will be applying to the Insurance Regulatory and Development Authority of India (IRDAI) for the reclassification of Prudential from 'promoter' to 'investor'.

Significant Terms of the Undertaking

The undertaking sets out aspects relating to the inter-se rights of the Bank and Prudential for the period from the date of submission of the reclassification application to the IRDAI (Start Date) until the closing of the Proposed Transaction or another date directed by IRDAI in writing (End Date).

Key terms include:

  • Prudential shall abstain from voting on any matters requiring a special resolution, provided such matters do not adversely impact its rights or interests in the Company. This is effective from the Start Date to the End Date.
  • Prudential shall arrange for the resignation of its nominee director on the Board of the Company, effective from the date the Company approves the reclassification application. Prudential will not nominate a director from the Start Date to the End Date.
  • Upon the effective reclassification of Prudential to 'investor', ICICI Bank shall vote in favor of appointing one director nominated by Prudential, subject to Prudential: (i) holding a 10% shareholding in the Company; and (ii) not holding promoter status or more than a 10% shareholding in another life insurance company in India.
  • If the Company decides to change its name to remove "Prudential," Prudential will undertake necessary steps to support the Company and coordinate on transitioning the usage of the "Prudential" brand name and the iciciprulife.com domain name.

Impact on Management and Control

The disclosure states there is no impact on the management or control of ICICI Bank Limited. The impact is specifically on the management of ICICI Prudential Life Insurance Company Limited, as detailed in the terms above (voting abstinence and board composition changes).

Financial and Other Implications

  • The undertaking does not qualify as a related party transaction as no transfer of resources, services, or obligations is occurring.
  • No issuance of shares is involved.
  • No restriction or liability is imposed upon the listed entity (ICICI Prudential Life Insurance), and no quantification of such is provided.
  • Financial impact is not quantified in the disclosure.