Key Transaction Details

Date of Execution: July 4, 2026 at 3:26 p.m.

Parties Involved:

  • ICICI Bank Limited (Bank)
  • Prudential Corporation Holdings Limited (Prudential)

Relationship: ICICI Bank Limited and Prudential are joint promoters of ICICI Prudential Life Insurance Company Limited.

Shareholding Structure: The Bank and Prudential do not hold any shareholding in each other.

Purpose and Context

The Undertaking was entered into in connection with Prudential's definitive agreements executed on May 17, 2026 with Bharti Life Ventures Private Limited, 360 ONE group and Bharti Life Insurance Company Limited. Pursuant to these agreements, Prudential has agreed to acquire a 75% stake in Bharti Life Insurance Company Limited (Proposed Transaction), subject to receipt of applicable regulatory approvals and satisfaction of certain conditions.

The purpose of the Undertaking is to mitigate any potential conflict of interest in the management of ICICI Prudential Life Insurance Company Limited following the Proposed Transaction.

Regulatory Framework

The arrangement is subject to approval of ICICI Prudential Life Insurance Company Limited's Board of Directors and/or other statutory/regulatory approvals (to the extent applicable). Specifically, the Bank and Prudential will submit an application to the Insurance Regulatory and Development Authority of India (IRDAI) for reclassification of Prudential from 'promoter' to 'investor' under IRDAI laws.

Management and Control Impact

On ICICI Bank Limited: There is no impact on the management or control of the Bank.

On ICICI Prudential Life Insurance Company Limited:

  • Prudential shall abstain from voting on any matters requiring a special resolution, so long as such matter does not adversely impact any right or interest of Prudential in the Company. This abstinence shall be effective from the Start Date (date of submission of reclassification application to IRDAI) to the End Date (closing of Proposed Transaction or other date directed by IRDAI)
  • Prudential shall arrange for the resignation of its nominee director on the Board of the Company, with effect from the date on which the Company approves the reclassification application
  • Prudential shall not nominate another director on the Board of the Company from the Start Date to the End Date
  • With effect from the date Prudential's reclassification becomes effective, the Bank shall vote in favour of the appointment/replacement of one director to be nominated by Prudential, subject to Prudential: (i) holding 10% shareholding in the Company; and (ii) not holding promoter status or more than 10% shareholding in another life insurance company in India

Additional Terms

  • In the event the Company decides to change its name to remove the word "Prudential" in view of the reclassification, Prudential will undertake necessary steps to support the Company
  • Prudential will coordinate with Company on matters including the transition and/or limited usage of the "Prudential" brand name and the iciciprulife.com domain name

Transaction Classification

The Undertaking does not qualify as a related party transaction since no transfer of resources, services or obligations is taking place between the Bank and Prudential.

Financial Impact

Financial impact not quantified in the disclosure. No restrictions or liabilities imposed upon the listed entity.

#Tags: #ICICIBank #Prudential #IRDAI #SEBIDisclosure #RegulatoryCompliance #Neutral