To,

The Members

Your Directors have pleasure in presenting the Nineteenth Annual Report of Canara HSBC
Life Insurance Company Limited (the ‘Company'), together with the audited financial
statements and the auditors' report thereon for the financial year ended 31st
March 2026 (FY26).


OUTLOOK

Macroeconomic Outlook


India's macroeconomic environment during FY26 remained resilient and broadly supportive
for long-term financial institutions, despite a challenging global backdrop marked by
trade disruptions, policy shifts in advanced economies, geopolitical conflicts and
volatile capital flows. Real GDP growth is estimated at 7.6% for FY26 which was largely
driven by strong domestic demand, highlighting the economy's ability to withstand global
headwinds while sustaining momentum through internal drivers and ongoing structural
reforms.

Private consumption was a key driver of growth, supported by fiscal measures that
enhanced household disposable incomes and boosted urban demand, while rural consumption
remained resilient on the back of healthy agricultural output. Monetary easing, with the
Reserve Bank of India cumulatively reducing the repo rate by 100 basis points between
April and December 2025 to 5.25%, alongside a benign inflation environment, further
supported purchasing power, credit growth, and long term financial planning1,2.

Fiscal discipline and policy credibility continued to underpin confidence, positioning
the economy well, amid a complex global environment.

Despite turbulence, capital markets continued to play an increasingly important role in
supporting capital formation and financialization. Over the medium term, a structural
shift in household savings toward market-linked instruments and rising individual equity
ownership has supported long term savings and protection products offered by life
insurers.

Against this backdrop, global growth is expected to moderate in the near term amid
elevated energy costs and geopolitical uncertainty. Technology led investment,
particularly in artificial intelligence, continues to provide an important offset by
supporting productivity, business confidence, and economic resilience across major
economies. While inflationary pressures have temporarily resurfaced following energy price
shocks, these are expected to ease as conditions normalise.

Despite global headwinds, India remains relatively well- positioned due to strong
macroeconomic fundamentals and policy flexibility. India's GDP outlook for FY27, has been
moderated to a range of 6.2%-6.9%, reflecting pressures from elevated fuel and food prices
amid uncertainties linked to the West Asia conflict. Even as growth is projected to soften
modestly, India is expected to remain one of the fastest growing major economies, with
FY27 growth forecast still ahead of global average-underscoring its structural strength
and long-term growth potential.


Outlook for the industry


The Indian life insurance industry witnessed decent growth in FY26, following the
relatively subdued growth in the previous year Individual Weighted Premium Income (WPI)
grew by 10% to Rs. 1,32,666 crore, with private players strengthening their share to 72%,
reflecting the industry's continued focus on sustainable growth and financial inclusion.

This evolving landscape continues to present a significant long-term opportunity.
Supported by favourable demographics, rising protection and retirement needs, and
increasing adoption of digital platforms, the industry is gradually transitioning towards
sustainable, quality- led growth. Regulatory initiatives, including higher FDI limits and
emerging platforms such as GIFT City, along with GST exemption on individual life
insurance premiums from September 2025, have significantly strengthened the ecosystem by
improving affordability and enhancing access.

Aligned with this evolving landscape, your Company continues to focus on
customer-centric growth, digital enablement, and distribution expansion to capture
long-term opportunities.


REGULATORY LANDSCAPE


FY26 marked a significant phase in the evolution of India's insurance regulatory and
governance framework, particularly for insurers operating in an increasingly digital,
customercentric and market-linked environment. The regulatory focus during the year
continued to be aligned with the broader vision of “Insurance for All by 2047”,
while simultaneously strengthening governance standards, policyholder protection,
operational resilience, and market conduct expectations across the sector.

Sources:

1. Press Information Bureau (PIB) / Ministry of Statistics and Programme Implementation
(MoSPI)

2. The Outlook for India's Economy in 2026 amid A New US Trade Deal - Goldman Sachs,
Feb'26

The regulatory environment for insurers is now increasingly characterised by a
principle-based and outcome-oriented supervisory framework, with enhanced accountability
being placed on Boards and Senior Management for ensuring effective governance, fair
customer outcomes, prudent risk management, and sustainable business practices. Regulators
have continued to emphasise that growth must be accompanied by strong governance, robust
controls, responsible sales practices, and effective oversight mechanisms.

A landmark reform during the year was the amendment to the Insurance Act enabling up to
100% Foreign Direct Investment (FDI) in the insurance sector, subject to applicable
safeguards and conditions. This reform is expected to strengthen longterm capital
availability, support innovation and technology adoption, deepen insurance penetration,
and enhance the sector's ability to meet evolving protection and retirement needs of the
Indian population.

FY26 also witnessed continued regulatory focus on implementation effectiveness of the
extensive reforms introduced by the Insurance Regulatory and Development Authority of
India (IRDAI) over the last few years. Key supervisory themes included policyholder
protection, governance standards, solvency oversight, expenses of management, conduct
risk, outsourcing governance, product suitability, claims management, and strengthening of
compliance frameworks.

The implementation of customer-centric reforms under the IRDAI Master Circular on
Protection of Policyholders' Interests (PPHI), including Bima-ASBA and premium collection
post underwriting acceptance, represent a significant operational and governance
transition for the industry. These reforms are expected to further strengthen
transparency, customer consent architecture, and fair treatment standards across the
insurance lifecycle.

The industry also continued to progress towards the proposed Risk-Based Capital (RBC)
framework, with insurers participating in Quantitative Impact Study (QIS)-2 as part of the
transition towards a more risk-sensitive and globally aligned prudential solvency regime.
The proposed framework is expected to strengthen capital efficiency, risk measurement
capabilities, and enterprise-wide risk governance practices across the sector.

With the listing of the Company's equity shares during FY26, the regulatory landscape
applicable to the Company has further expanded to include enhanced governance, disclosure,
and compliance expectations applicable to listed entities under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and other applicable securities
laws. This includes increased focus on transparency, investor communication, insider
trading controls, related party governance, ESG disclosures, and stakeholder engagement.

The regulatory environment also continued to evolve rapidly in the areas of technology,
digital governance, and data protection. The notification and implementation progress of
the Digital Personal Data Protection framework, together with increasing supervisory focus
on cyber resilience, information security, AI governance, digital consent architecture,
and operational resilience, have reinforced the importance of strong technology governance
and responsible use of data by financial institutions.

Further, the Reserve Bank of India (RBI) and other financial sector regulators
continued to examine conduct and customer protection risks in distribution arrangements,
including third- party product solicitation by banks, with increased emphasis on
suitability assessment, customer awareness, transparency, and prevention of mis-selling
practices.

FY26 also witnessed a significant taxation reform for the life insurance sector with
exemption of Goods and Services Tax (GST) on individual life insurance products. This
landmark reform is expected to improve affordability and accessibility of life insurance
products, strengthen the overall customer value proposition, and support deeper insurance
penetration across customer segments. The exemption is also expected to provide a
meaningful long-term growth impetus to the industry by encouraging higher adoption of
protection, savings, and retirement solutions, aligned with the broader national objective
of enhancing financial security and insurance inclusion.

The new labour codes introduced during FY26 are expected to further streamline
compliance requirements and enhance workforce welfare.

Against this evolving regulatory backdrop, your Company continued to strengthen its
governance framework, compliance architecture, risk management practices, digital
controls, and policyholder-centric processes. Your Company remains committed to
maintaining the highest standards of governance, transparency, ethical conduct, and
regulatory compliance, while proactively adapting its systems, processes, and operating
model to align with emerging regulatory expectations and industry best practices.


ABOUT YOUR COMPANY 

Company Performance in FY26


During FY26, your Company delivered a strong performance, improving its ranking to 9th
among private life insurers, reflecting sustained growth momentum and increasing
competitive relevance.

Individual Weighted Premium Income (WPI) grew by 19%, significantly ahead of private
sector growth of 12% and industry growth of 10%, demonstrating consistent outperformance.
Over FY21 to FY26, your Company has delivered a 20% CAGR in Individual Weighted Premium

Income (WPI), compared to 16% for the private sector and 12% for the industry.

Market position strengthened further, with your Company's industry market share at 2.0%
and private sector market share at 2.7%, reflecting increasing customer acceptance and
strengthening brand equity.

Your Company continues to strengthen its position as a fastgrowing, customer-focused
and digitally enabled insurer, with a scalable and increasingly diversified business
model.


Financial Strength and Operational Excellence


Value of new business (VNB) for FY 26 stood at Rs. 627 crore, reflecting a 41% growth.
New business margin for the year stood at 22.4%. Your Company successfully managed to
contain the impact of GST-related regulatory changes. Embedded Value (EV) stood at Rs.
7,233 crore as on 31st March 2026, with an operating return on EV of 20.7% for
FY26.

The Company reported stable financial performance, delivering its 14th
consecutive year of profitability with profit after tax of Rs. 127 crore, while retained
earnings increased to Rs. 530 crore. The operational efficiency remained robust, with an
expense ratio of 18.7%.

Assets Under Management (AUM) grew by 12%, crossing Rs. 46,000 crore, reflecting
growing customer trust and increasing scale of operations.

This combination of profitability, efficiency, and scale is enabling operating leverage
and positioning the Company to deliver sustainable long-term value for stakeholders.


Strengthening distribution footprint


To support its growth, your Company is transitioning towards a diversified,
multi-channel distribution model. While bancassurance remains its key strength, supported
by access to 18,356 + bank branches and over 120 million customers, your Company is
expanding into other distribution channels.

The launch of the Agency channel marks a key milestone, with ~500 distributors on
boarded and ' 14 crore of Individual Weighted Premium Income (WPI) generated in the
initial phase. Expansion across partnerships, brokers, and digital platforms is further
enhancing reach and access to new customer segments.

This transition is expected to create a more resilient and future-ready distribution
model for your Company, improving growth visibility, enhancing penetration, and reducing
concentration risk.


Financial Performance


The key financial parameters for the financial year ended 31st March 2026
are summarized below:


  

    
Particulars
    
FY26
    
FY25
  
  

    
A) New Business Premiums
    

    

  
  

    
First Year Premium
    
2,585
    
2,173
  
  

    
Single Premium
    
1,332
    
948
  
  

    
B) Renewal Premiums
    

    

  
  

    
Renewal Premium
    
6,129
    
4,906
  
  

    
Total Premium Income
    
10,046
    
8,027
  
  

    
Profit before tax
    
141
    
128
  
  

    
Profit after tax
    
127
    
117
  
  

    
Net Worth
    
1,605
    
1,517
  
  

    
Other key parameters
    

    

  
  

    
Individual number of policies (in numbers)
    
208,220
    
194,121
  
  

    
Persistency Ratio - 13th month
    
85.4%
    
82.5%
  
  

    
Asset under management
    
46,118
    
41,166
  
  

    
Expenses of Management ratio
    
18.7%
    
18.7%
  
  

    
Annualized premium equivalent
    
2,799
    
2,339
  
  

    
Value of New Business
    
627
    
446
  
  

    
VNB Margin
    
22.4%
    
19.1%
  
  

    
Embedded Value
    
7,233
    
6,111
  
  

    
Solvency Ratio
    
190%
    
206%
  



Listing of the shares of the Company


During FY26, your Company's equity shares were listed on National Stock Exchange of
India Limited (NSE) and the Bombay Stock Exchange (BSE) on 17th October 2025,
with an over subscription of ~2.3x, pursuant to an Initial Public Offer (IPO) comprising
23,75,00,000 equity shares of face value of ' 10 each, offered through an Offer for Sale
by Canara Bank - 13,77,50,000 equity shares and HSBC Insurance (Asia- Pacific) Holdings
Limited - 47,50,000 equity shares and by Punjab National Bank - 9,50,00,000 equity shares.

The listing enhances visibility and reinforces your Company's commitment to governance
and transparency, while also providing access to capital markets to support future growth.
It represents a significant step in your Company's evolution towards building a scalable,
institutionally backed franchise.

As a result, the Company ceased to be a subsidiary of Canara Bank during FY26.


ISO Certification

ISO 9001:2015 (a globally recognized standard for Quality Management Systems)


During FY26, your Company successfully completed the surveillance audit II as per ISO
9001:2015 standard. This further establishes your Company's vision of keeping customer
interest at its core with a constant endeavour to enhance the quality management system in
its product design and development, customer service and operations.


ISO 27001:2022 (a globally recognized standard for Information Security Management
Systems)


During FY26, your Company successfully completed the surveillance audit I for ISO
27001:2022 certification. This is a key milestone in your Company's ongoing efforts to
strengthen data security, enhance risk management practices, and drive continuous
improvement across the organization. The surveillance process involved a comprehensive
evaluation of the Company's information security policies, procedures, controls, and
monitoring mechanisms, ensuring alignment with international best practices. This
accomplishment positions your Company to better manage evolving cyber risks and further
supports its strategic objective of delivering secure, resilient, and responsible business
operations.


Building a Customer-First Delivery Model


Your Company remains firmly committed to delivering a superior and consistent customer
experience by ensuring seamless service across all customer touchpoints. Recognising the
evolving preferences and behaviours of customers, your Company continues to prioritise a
frictionless and intuitive experience throughout a policy lifecycle.

This commitment is embedded in every customer interaction from initial engagement,
through ongoing servicing, ensuring adherence to the highest standards of service quality.

Your Company has instituted structured mechanisms to regularly capture customer
feedback and align internal processes, thereby enabling it to meet and exceed customer
expectations. Continuous improvement in service delivery remains a key focus area.

By leveraging advanced technologies and adopting innovative solutions, your Company
proactively anticipates changing customer needs and responds with agility, reinforcing its
customer-first philosophy and strengthening long-term customer relationships.


Key Customer Experience Initiatives


During the year under review, your Company further strengthened its customer service
capabilities by building upon its digital ecosystem and integrating advanced technologies,
including Artificial Intelligence and Generative AI, to enhance operational efficiency and
customer engagement.

Your Company introduced an option to login claims through the Customer App. This has
streamlined the customer experience by reducing turnaround time for straightforward
claims.

Your Company witnessed strong growth in digital adoption by customers during the year.
Customer registrations on the Customer App increased to 5.5 lakh, with 1.88 lakh new
registrations added during the year, compared to 1.16 lakh registrations in the previous
year. This reflects increasing customer preference for digital self-service channels.

During the year, your Company further strengthened and scaled its Generative AI-powered
Underwriting (UW) Co-Pilot, reinforcing its digital transformation agenda and underwriting
excellence.

Your Company continues to see high and sustained adoption of self-service features
across its digital platforms. Over 80% of all service requests available on your Company's
Customer Portal and App are now being initiated and completed through Do-it-yourself (DIY)
options. This has resulted in faster turnaround times, reduced dependency on manual
intervention, and enhanced customer empowerment.

These initiatives collectively reinforce your Company's customer-first approach by
enhancing accessibility, transparency, and engagement across the service lifecycle. By
combining digital automation with active customer feedback mechanisms, your Company
continues to strengthen service quality, operational efficiency, and regulatory
compliance, while delivering a superior customer experience.

Your Company achieved a Transactional Net Promoter Score (TNPS) of 80 during FY26, the
highest ever, reflecting the effectiveness of its customer-centric strategy and its
sustained focus on delivering service excellence.


Product Portfolio


During the year under review, your Company continued to advance its product strategy
with a clear focus on sustainable growth, disciplined innovation, and long-term customer
value creation. The product portfolio was further strengthened to identify and address
white-space opportunities, enhance our relevance across customer life stages, and enable
resilient growth in new business. Product development remained closely aligned with
customer insights, distributor feedback, and market competitiveness, ensuring your Company
is responsive to evolving protection, savings, retirement, and wealth trends in the life
insurance market.

Your Company continues to maintain a balanced mix across traditional savings plans,
unit-linked solutions, retirement and annuity offerings, and pure protection plans. This
balanced approach supports stable profitability, effective capital management, and the
ability to serve customers across varying risk profiles and financial aspirations.

During FY26, your Company introduced a suite of new products and modifications aimed at
deepening its presence in the savings-to-wealth continuum and strengthening retirement and
income-led propositions:

• Promise4Life, a participating traditional life insurance plan, was launched to
address long-term financial security needs through a combination of assured income and
participation in surplus. The product is positioned to support disciplined savings, family
protection, and inter-generational financial planning, while reinforcing your Company's
presence in the par savings segment.

• Income Now was introduced to meet the growing demand for guaranteed income
solutions. Offering assured income along with life insurance cover, the product supports
customers seeking certainty in cash flows for wealth preservation and retirement income
planning, thereby strengthening your Company's income-oriented portfolio.

• Legacy Builder was launched as a retirement and post-retirement solution,
enabling customers to build a retirement corpus and generate income thereafter, with the
potential for equity participation during accumulation. The product is designed to provide
long-term capital growth, addressing the evolving retirement planning needs of customers.

• Promise4Wealth, a unit-linked individual life insurance plan, was introduced to
provide life cover combined with flexible investment choices. The product enables
customers to pursue long-term wealth creation, retirement planning, and legacy objectives
through market-linked growth, reinforcing your Company's product value proposition.

Alongside new product introductions, your Company undertook focused initiatives to
refresh, refine, and future-proof its existing portfolio. Select traditional savings and
retirement products were enhanced with improved features and customer-centric benefits to
maintain competitiveness and attractiveness. Your Company also continued to strengthen its
protection and rider portfolio, enabling modular and comprehensive coverage solutions that
are adaptable to customer needs across life stages.

Your Company remains committed to continuous innovation, driving growth through
enhanced product offers and prudent portfolio management, ensuring that its product suite
remains relevant, competitive, and well-aligned with customers' evolving financial goals,
while supporting sustainable long-term growth and profitability.

As at the end of the FY26, your Company's product suite held 9 unit linked, 2
participating and 13 non-participating products, along with 8 products on the Group
platform and 3 rider options.


Policyholders' Bonus


The Company announced policyholders' bonus, including regular reversionary and cash
bonuses, interim bonus and terminal bonuses, for participating policyholders.

Reversionary Bonus amounting to Rs. 242 crore was allocated to the participating
policyholders for the year ended 31st March 2026. In addition, a payment of Rs.
29 crore was made towards interim, terminal and cash bonus during the financial year.


Policyholder Claims


The Company continues to make steady progress on its strategic priority of digitally
transforming the claims journey, with a clear focus on enhancing customer experience,
improving transparency, and reducing turnaround time.

Real-time claim status visibility has been enhanced, improving transparency and
customer engagement. Straight-through processing (STP) capabilities have also been
expanded, supported by end-to-end digital workflows, resulting in reduced manual
intervention and faster claim settlements.

These initiatives position the Company to deliver a scalable, efficient, and
customer-centric claims experience, while reinforcing operational discipline and
governance.

Aligned with its Treating Customers Fairly (TCF) philosophy, the Company remains
committed to providing timely and effective support to policyholders and their families,
with a focus on a seamless and hassle-free claims experience.

During FY26, the settlement ratio for individual death claims was 99.52% and at an
overall basis (including group business), was 99.62%.

Details of benefit payouts during the year and those outstanding at year-end are
provided below:


  

    
S. No Claims
    
Benefit Claim Payouts (survival claims)
  
  

    

    
Death Claims
    
Maturity
    
Survival Benefit
    
Annuities/ Pension
    
Surrender
    
Other Benefits
  
  

    
1 Claims outstanding at the beginning of the period
    
0
    
3579
    
3904
    
5488
    
646
    
1412
  
  

    
2 Claims reported during the period
    
15131
    
7364
    
39158
    
72938
    
27846
    
13603
  
  

    
3 Claims settled during the period
    
15074
    
7294
    
35955
    
49835
    
27873
    
12674
  
  

    
4 Claims repudiated during the period
    
57
    
0
    
0
    
0
    
0
    
1
  
  

    
5 Claims rejected during the period
    
-
    
0
    
0
    
0
    
0
    
0
  
  

    
6 Claim transferred to unclaimed account
    
-
    
0
    
0
    
0
    
0
    
0
  
  

    
7 No. of claims settled during last financial year but paid during the
    current financial year
    
-
    
3276
    
1493
    
4787
    
166
    
468
  
  

    
8 Claims outstanding at end of the period
    
-
    
3649
    
7107
    
28591
    
619
    
2340
  



Rural and Social Sector Obligations Rural Sector: Your Company has covered 2,23,694
lives against a target of 1,70,594 lives. The Company has achieved the target of 15% in
192 Gram Panchayats allocated by IRDAI.

Social Sector: Your Company has covered 21,68,498 lives (including both retail and
group business) against a target of 12,02,475 lives (comprising 10% of the total of Group
Lives and Retail Policies).


Brand update


During the FY26, your Company strengthened its brand equity and expanded its reach
through high-impact, insight- led marketing initiatives, reinforcing its positioning as a
trusted and contemporary partner to help fulfil promises for customers' families.

A key milestone was the on boarding of India's premier cricketer Jasprit Bumrah and
sports presenter Sanjana Ganesan, as the Company's first-ever celebrity brand ambassadors.
Their association brought alive the brand's core values of trust, discipline, reliability
and commitment, enabling deeper emotional resonance across customer segments. The
integrated brand campaign featuring the ambassadors was rolled out across television,
digital, social and outdoor platforms, delivering large-scale reach and strong engagement,
improving brand awareness by +17 points. The campaign exceeded the targeted TV Gross
Rating Points and overall reach in the target segments (TV + Digital).

Your Company continued to leverage emotion-led, digital- first storytelling to build
meaningful connections. Purpose- driven campaigns anchored in real-life conversations,
family dynamics and financial responsibility resonated strongly with audiences. Social
media platforms witnessed sustained traction, supported by a content mix focused on
education, topical relevance and employee advocacy, enhancing brand authenticity and
credibility. Company's social community grew considerably with LinkedIn achieving 1 lakh
followers, Instagram reaching 60,000 (2x) followers and YouTube grew to 2 lakh subscribers
(an increase to 5x) during the year, reflecting increasing preference for long-form,
value- led insurance education and awareness content.

Innovation continued to be central to our marketing vision. The adoption of Al-led
capabilities such as AI-generated videos, virtual avatars, and automated content
workflows, enabled faster turnaround, regional customization and improved consistency
across channels. Technology- led customer omnichannel communication initiatives, delivered
higher engagement rates and improved customer experience outcomes.

A notable highlight was the launch of Promises Forever, a public interest financial
awareness initiative, highlighting the belief that our promises should endure beyond one's
lifetime. It addressed the issue of unclaimed financial benefits in India and encouraged
families to start an open conversation around financial details. Built on a social
experiment format and supported by a digital pledge movement, the campaign achieved 17.5
million+ views.

Marketing efforts supported multiple successful launches across protection, savings,
pension and unit-linked segments. Integrated 360-degree campaigns, combining digital
amplification, distributor enablement and on-ground activations, ensured strong visibility
and traction.

Your Company also deepened stakeholder engagement during its IPO through sustained
public relations and outreach efforts, resulting in strong share of voice, extensive
national and regional media coverage, and enhanced visibility for senior leaders.

Through these integrated efforts, your Company reinforced its promise of long-term
protection, trust and partnership. By combining emotional storytelling, technology-led
innovation and purpose-driven communication, the brand remains well positioned to support
sustainable growth while staying firmly anchored in a customer-first philosophy.


Investments


FY26 proved to be a challenging and transitional year for Indian equity markets, shaped
largely by external shocks rather than domestic macro weakness. After several years of
strong out performance, Indian equities went through a phase of valuation reset and
heightened volatility, resulting in muted to negative benchmark returns for the year.

The global backdrop was marked by elevated geopolitical uncertainty, and rising trade
frictions. These factors together weighed on risk appetite across emerging markets, with
India-given its premium positioning-experiencing sharper corrections during risk-off
phases. The most dominant headwinds during FY26 stemmed from external macro and
geopolitical developments. The escalation of tensions in West Asia led to a sharp increase
in crude oil prices, reviving concerns around inflation, current account dynamics, and
fiscal stability. This resulted in heightened global risk aversion and periodic spikes in
market volatility through the year.

Alongside geopolitics, global trade challenges emerged as a significant additional drag
on sentiment mainly characterised by higher tariffs and tightening of non-tariff barriers
& increased protectionist policies across major economies.

In India, fixed income markets were supported by benign inflation trajectory, stable
macro fundamentals and active liquidity support by the Reserve Bank of India. However, the
pace of yield compression moderated compared to the earlier phase of the cycle, as markets
balanced expectations of incremental policy easing against Government borrowing
requirements for FY27 and evolving geopolitical dynamics. During FY26, the benchmark
10-year Government of India bond yield traded within a range of 6.20% and 6.78% from April
2025 through February 2026, as domestic inflation remained contained and monetary policy
expectations stayed broadly stable. However, yields moved sharply higher towards the end
of the fiscal year, with the benchmark closing at 7.035%, driven by heightened global risk
aversion following an escalation of geopolitical tensions, which led to a spike in crude
oil prices and a corresponding reassessment of inflation and macro-stability risks.

High returns are generated by buying assets when fear drives prices down, while low
returns follow buying during euphoric, high-priced markets. Emotional discipline, or
avoiding the herd, is key to capitalizing on these cycles. From an investment perspective,
FY26 reinforced the importance of discipline, valuation sensitivity, and quality bias.
Domestic institutional flows remained a stabilising force through the year, helping
cushion market declines during periods of intense foreign selling. The correction during
the year helped create more reasonable entry points across several high-quality
businesses, improving the medium-term risk-reward profile for long-term investors. As
macro visibility improves and global uncertainties recede, Indian equities remain
well-positioned to benefit from long-term structural growth drivers.

Your Company offers a diversified range of traditional and unit-linked products to
support customers in achieving their financial goals and continues to expand its fund
offerings and introduce competitive savings and protection solutions during the year.
Investments are managed in accordance with the Investment Policy, Asset-Liability
Management Policy and respective fund objectives, with a prudent and well-diversified
approach within the defined risk-reward framework to support long-term sustainable
performance.

Your Company continues to focus on prudent investing and disciplined risk management to
deliver consistent long-term performance, safeguard policyholder interests and create
sustainable value for its customers.


People & Leadership Development: A Strategic L&D Perspective


At the heart of sustainable organizational growth lies a robust People and Leadership
Development strategy. Your Company's commitment to nurturing talent is reflected in its
structured approach to capability building, with a strong emphasis on developing
high-potential individuals and strengthening the leadership pipeline.

Your Company fosters a people-centric culture rooted in inclusivity, empowerment, and
performance and emphasizes attracting, developing, and retaining talent through structured
programs that value diversity across tenure, roles, education, gender, age, and
background. It promotes a “For All” culture that spans hiring, onboarding, and
continuous learning, with tailored benefits and development opportunities that support
both personal and professional growth. By investing in continuous learning and leadership
development, your Company enhances employee engagement, supports career progression, and
significantly improves talent retention.

The Company's consistent recognition as a Great Place to Work for five consecutive
years, along with the notable achievements of being ranked among the Top 100 Best
Companies to Work For in India 2026 and the Top 25 Best Places to Work in the BFSI sector,
is a testament to the effectiveness of its people and culture initiatives and their
positive impact on employee engagement and satisfaction.


STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS


Your Company has in place adequate internal financial controls commensurate with the
size, scale and complexity of its operations. During the year under review, your Company
had engaged an external firm to review adequacy and working effectiveness of internal
financial controls within your Company, based on the requirements of the Companies Act,
2013 and the guidance note issued in this regard by the Institute of Chartered Accountants
of India.

As per the review conducted, the overall framework for internal financial controls was
generally found to be effective. The results of the review were also placed before the
Audit Committee and the Board in their respective meetings held on 28th April
2026.

Further, the statutory auditors also provided an audit opinion on adherence to internal
financial controls over financial reporting. As per opinion of our joint statutory
auditors, the Company has, in all material respects, adequate internal financial controls
over financial reporting in its financial statements and such internal financial controls
were operating effectively as at 31st March 2026 based on Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.


CEO/ CFO CERTIFICATION


In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 [Listing Regulations], the certificate by the Managing Director & Chief Executive
Officer and the Chief Financial Officer on the financial statements and internal controls
relating to financial reporting has been obtained and was placed before the Audit
Committee and the Board on 28th April 2026.


RISK MANAGEMENT FRAMEWORK


As your Company operates in the business of providing financial protection to its
customers, a robust and well- embedded risk management framework is fundamental to its
operations. Over time, your Company has strengthened its risk management framework to
support sound governance across the organisation and to ensure that risk management
remains an integral part of day-to-day decision-making and operations at all levels.

Effective risk management strategies and policies are essential to the Company's
success. Risk is inherent in all business operations, particularly in the financial
services sector. The Company is exposed to a range of risks, and its risk management
framework supports informed decision making and timely mitigation, helping prevent any
undue increase in risk exposure.

In line with section 134(3)(n) of the Companies Act, 2013, your Company has included a
description of the risk management framework in the notes to accounts forming part of the
financials statement for FY26, and also as part of the Management Discussion &
Analysis Report, which forms part of the Annual Report.


FINANCIALS Transfer to Reserves


Your Company has made a profit after tax of Rs. 127 crore during FY26, which was
carried forward to the reserves. Your Company had accumulated profits of Rs. 530 crore as
on 31st March 2026.


Solvency Margin


Your Company has maintained a healthy solvency margin consistently with Solvency Ratio
of 190%, as on 31st March 2026, well above the regulatory limit of 150%.


Share Capital


The issued, subscribed and paid-up share capital of the Company as at 31st
March 2026 is Rs. 9,50,00,00,000 comprising of 95 crore equity shares having face value of
Rs.10 each.


Debentures issued during FY26


During FY26, the Company issued 25,000 rated, listed, redeemable, unsecured,
subordinated, taxable, fully paid- up, non-cumulative, non-convertible debentures, as per
the details given below:


  

    
Particulars
    
Issue details
  
  

    
Date of allotment of the securities
    
13th March 2026
  
  

    
Number of securities
    
25,000
  
  

    
Whether the issue of the securities was by way of preferential allotment,
    private placement or public issue
    
Private placement
  
  

    
Brief details of the debt restructuring pursuant to which the securities
    are issued
    
Not applicable
  
  

    
Issue price
    
Rs. 1,00,000 per debenture
  
  

    
Coupon rate
    
8.15% per annum
  
  

    
Maturity date
    
13th March 2036, subject to exercise of any call option by the
    Company
  
  

    
Amount raised
    
Rs. 250 crore
  


The funds raised by the Company through issue of nonconvertible debentures, have been
fully utilized towards augmenting the Company's solvency margin and for general business
activities.


Credit Rating



  

    
Type of Instruments
    
Name of the Rating Agency
    
Rating Assigned
    
Date of the Letter
  
  

    
Unsecured, subordinated, listed, rated, redeemable, non-cumulative, fully
    paid-up, non-convertible debentures aggregating to Rs. 250 crore
    
CARE Ratings Limited
    
AA+; Stable
    
23rd February 2026
  
  

    

    
CRISIL Ratings Limited
    
AA+; Stable
    
19th February 2026
  


During the year, CARE Ratings Limited re-affirmed the rating of AAA (Stable) on the
general creditworthiness of the Company.


Dividend and dividend distribution policy


Your Company paid final dividend of Rs. 0.40 per equity share of face value Rs. 10 each
for FY25 amounting to Rs. 38 crore.

The Board of Directors of your Company have recommended a final dividend of Rs. 0.40
per equity share of face value of Rs. 10 each, for FY26 in its meeting held on 28th
April 2026, subject to approval of the members of the Company at their annual general
meeting.

The Record Date fixed for determining entitlement of members to final dividend, if
approved at the annual general meeting, is 14th August 2026.

Your Company has formulated a ‘Dividend Distribution Policy' which has been
approved by the Board. In terms of Regulation 43A of the Listing Regulations, the
‘Dividend Distribution Policy' is hosted on the website of the Company which can be
accessed by this link at https://www.canarahsbclife.com/
investor-relations/policies-and-code-of-conduct .


Transfer of unclaimed dividend and shares to Investor Education & Protection Fund
(IEPF)


Your Company was not required to transfer any amount towards the Investor Education and
Protection Fund during FY26.


Particulars of loans, guarantees or investments


The provisions of Section 186(4) of the Companies Act, 2013, requiring 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 Company, are not applicable to an insurance
company.


Public deposits


During the year, your Company has not accepted any deposits under Section 73 of the
Companies Act, 2013.


Update on implementation of Ind-AS


On 30th March 2026, IRDAI issued the IRDAI (Actuarial, Finance and
Investment Functions of Insurers) (Amendment) Regulations, 2026 (“Amendment
Regulations”) mandating preparation and reporting of financial statements in
accordance with Indian Accounting Standards (Ind AS), effective 1st April 2026,
along with parallel reporting of financial information to IRDAI as per current reporting
framework for two years. IRDAI also allowed transitional relief via forbearance for a
period of one year for insurers.

Your Company's Ind-AS implementation roadmap was aligned to the earlier notified
intended timeline of 1st April 2027 and progressing accordingly. The Company
has applied to IRDAI for forbearance for a period of one year.

The Ind-AS implementation programme is being managed through Steering Committee
comprising of Chief Financial Officer, Appointed Actuary, Chief Risk Officer, Chief
Investment Officer and Chief Operating & Technology Officer. Progress updates are
presented to the Audit Committee of the Board on periodic basis.


Particulars of contracts or arrangements with related parties


During the year, there were no material transactions with related parties, which were
not in the ordinary course of business or not on an arm's length basis. Accordingly, no
disclosure is made in respect of related party transaction in Form AOC-2 in terms of
Section 134 of the Companies Act, 2013 and Rules framed thereunder.

The Company has in place a Policy on Materiality of Related Party Transactions and
Dealing with Related Party Transactions, and the same is reviewed annually and/or as and
when need arises by the Audit Committee and the Board. It ensures proper approval and
reporting of the concerned transactions between the Company and related parties.

As per Accounting Standard (AS) 18 on ‘Related Party Disclosures', the details of
related party transactions entered into by the Company are also included in the Notes to
Accounts.


The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof


During the year under review, your Company has not availed any loan from any Banks or
Financial Institutions and therefore, no valuation was carried out.


Foreign Exchange Earnings and Outgo



  

    
Particulars
    
FY26
    
FY25
  
  

    
Foreign Exchange Earnings and Outgo
    

    

  
  

    
- Earnings
    
Nil
    
Nil
  
  

    
- Outgo
    
163.8
    
37.6
  



AUDIT/ AUDITORS Statutory auditors


During the year, Comptroller and Auditor General of India (C&AG) appointed M/s
Brahmayya & Co. and M/s Raj Har Gopal & Co., as joint statutory auditors of the
Company for the FY26. The joint statutory auditors hold office till the conclusion of the
19th annual general meeting.

Since the listing of the shares of the Company, the provisions of section 139(5) of
Companies Act, 2013 do not apply to the Company and accordingly, the statutory auditors
will now be appointed by the members at the annual general meeting, according to the
provisions of section 139(1) of the Companies Act, 2013 and IRDAI (Corporate Governance
for Insurers) Regulations, 2024.

The Board of Directors has approved and recommended the appointment of the following
joint statutory auditors, subject to approval by the members at the ensuing annual general
meeting:

- M/s Brahmayya & Co. and

- M/s Bhaskara Rao & Co.


Auditor's report


Your Directors have examined the joint statutory auditors' report on financial
statements for FY26. The report is self explanatory and does not call for any comments
under section 134(3)(f) of the Companies Act, 2013 as the report carries no
qualifications/ adverse remarks/ reservations/ disclaimers. There were no reportable
frauds identified by the auditors during FY26.


Secretarial auditors


The members at their annual general meeting held on 25th September 2025, had
appointed M/s Chandrasekaran Associates, Company Secretaries, to undertake the secretarial
audit of your Company for a term of 5 (Five) consecutive years, to hold office from the
conclusion of the 18th annual general meeting till the conclusion of the 23rd
annual general meeting of the Company to be held in the financial year 2030-31.

The secretarial audit report issued by M/s Chandrasekaran Associates is hereby annexed
as Annexure A and forms part of this report. There are no qualifications/ adverse remarks/
reservations/ disclaimers in the report.


Cost Records and Cost Audit


Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of the Section 148(1) of the Companies Act, 2013 are not applicable on the
business activities carried out by the Company.


FOCUS ON SUSTAINABILITY

Corporate Social Responsibility (CSR) and Sustainability


Giving back to society has been a core belief of your Company since its inception and
continues to guide its approach to social responsibility. Your Company follows a
long-term, shared-value approach to community and social investment to maximise impact and
ensure sustainability of its initiatives. Its social and environmental projects are
need-based, aligned with Government priority areas, and guided by the United Nations
Sustainable Development Goals (SDGs).

Your Company has a well-structured and comprehensive CSR programme. During FY26, its
CSR initiatives were focused on three areas — Education & Skill Development,
Environment, and Health. In line with its CSR objectives and Schedule VII of the Companies
Act, 2013, your Company identified eight projects, of which seven were implemented in
partnership with like-minded NGOs and one was executed directly by the Company.

Through its diverse educational initiatives including strengthening infrastructure to
ensure quality learning, your Company supported more than 3,300 children - covering
children with disabilities, those from rural areas, urban slums, and migrant communities.
These efforts enhanced access to education and promoted inclusion by offering remedial
classes, creating student-friendly infrastructure, providing holistic support, and
fostering life-skills development.

Your Company's skill development and livelihood programmes have played an important
role in empowering individuals and communities by equipping them with employable skills
and livelihood opportunities. Through these CSR initiatives, more than 500 beneficiaries
were supported, of whom approximately 45% were women.

As part of its environmental initiatives, your Company focused on building
climate-resilient farming communities and promoting sustainable rural development through
the Biovillage concept under its CSR projects. Through capacitybuilding programmes, nearly
600 beneficiaries were supported in adopting sustainable farming practices and climate-
resilient livelihood opportunities. In addition, more than 3,800 saplings were planted to
support water conservation, improve groundwater levels, and enhance green cover.

The healthcare intervention successfully provided eye care services to over 2,000
individuals living in rural communities, with over 300 beneficiaries receiving cataract
surgeries.

Your Company's commitment to social responsibility is reflected in its employee
volunteering programmes— Protsaahan, EachOneTeachOne and Sashakt. Under Protsaahan,
employees participated in skill-based volunteering with project beneficiaries. Through
EachOneTeachOne, employees served as mentors, providing academic guidance and support to
underprivileged children. Sashakt is a dedicated volunteering initiative focused on the
welfare of persons with disabilities. Your Company also promoted financial literacy in
local languages to more than 1,200 beneficiaries.

During FY26, your Company invested close to 1,600 employee volunteering hours on social
initiatives thereby impacting over 3,000 project beneficiaries.

The details of the projects undertaken during the year on the CSR activities for FY26,
are annexed herewith as Annexure B.


Environmental, Social and Governance (ESG)


Your Company is committed to integrating Environmental, Social and Governance (ESG)
considerations into its business strategy and operations to create long-term value for all
stakeholders, including policyholders, employees, investors, communities and the
environment.

Your Company's ESG philosophy is guided by the following principles:

- Environmental: Your Company is committed to minimising its environmental footprint
and promoting sustainability through conservation, carbon reduction, environmentally
responsible processes, sustainable investments, and effective waste management.

- Social: Your Company is committed to building a strong and diverse workforce and
contributing positively to the communities in which it operates. Its social priorities
include diversity and inclusion (D&I), employee wellbeing, customer focus, and
community engagement.

- Governance: Your Company upholds high ethical standards and a robust corporate
governance framework, with a focus on ethical conduct, values-based behaviour, risk
management, and sound governance practices.

Business Responsibility and Sustainability Report (BRSR) on Environmental, Social and
Governance (ESG) disclosures as stipulated under Regulation 34 of the Listing Regulations
have been hosted on the website of the Company and also forms part of the Annual Report in
a separate section.


Particulars of Conservation of Energy and Technology Absorption


Information as required under section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is as under:


a. Conservation of Energy



  

    
i. The steps taken or impact on conservation of energy
    
During the year, your Company continued to leverage IPM+ technology
    (Intelligent Power Management) for fine-grained, non-intrusive power management across all
    hardware. This technology senses ‘applications' and optimizes power according to the
    needs of each application by intelligently managing power in components. It continues to
    be helpful in ensuring that power is automatically managed and saved without user
    intervention. The Company has also chosen its primary cloud provider, which promotes
    energy conservation and sustainability through several strategies. By choosing Cloud
    infrastructure, the Company reduces its carbon emissions and also invests in renewable
    energy sources with efficient data centre designs to further minimize environmental
    impact. Systems designed for a cloud native setup in combination with cloud tools and
    services help in optimizing cloud workloads and tracking of carbon footprint. This has
    reinforced your Company's commitment to conservation of energy with sustainability through
    Green IT and helps in conservation of energy across the data centre and workstations in
    use. With a paperless process for digital customer on boarding and servicing of customers
    across the Company with increased DIY services, the Company has substantially reduced the
    use of paper to further environmental conservation.
  
  

    

    
Energy Consumption Reduction Initiatives
  
  

    

    
Enhancing Energy Efficiency: Your Company is committed to improving the
    energy efficiency of its office and workplace environments through the adoption of
    energy-saving appliances, LED lighting solutions, and improved insulation. Additionally,
    the Company is actively promoting awareness among employees to switch off computers,
    lights, and other equipment when not in use. Automated sensor systems have been installed
    across all cabins, meeting rooms, and training rooms to ensure lights and devices are
    powered down when spaces are unoccupied.
  
  

    

    
Green Building Initiatives: The Head Office of your Company has been
    equipped with a 25 KVA solar power system integrated with an on-grid feeding mechanism,
    thereby reducing reliance on conventional energy sources. Furthermore, Corporate Office of
    your Company operates within a GOLD LEED-certified building, underscoring our commitment
    to sustainable building practices.
  
  

    

    
Implementation of IoT Devices: Your Company is currently in the process
    of deploying Internet of Things (IoT) devices to enable real-time monitoring of energy
    consumption at its major branches. This initiative aims to identify and mitigate energy
    losses effectively, leading to optimized energy management. Further details on energy
    conservation are also appearing on sections on ESG initiatives elsewhere in the Annual
    Report.
  
  

    
ii. The steps taken by the Company for utilising alternate sources of
    energy
    
As mentioned above
  
  

    
iii. The capital investment on energy conservation equipment
    
The Company co-located data centre is recognized as best-in-class in
    energy conservation, thereby contributing to energy conservation measures.
  



b. Technology Absorption



  

    
i. The efforts made towards technology absorption.
    
• Your Company has through careful assessment and evaluation started
    using enterprise Gen AI platforms with leading cloud providers.
  
  

    

    
• Your Company has been a frontrunner in evaluating and using
    Agentic AI framework supporting underwriting decisions executing as co-pilot for
    underwriters.
  
  

    

    
• Your Company has also started using Gen AI for efficiency in
    software development lifecycles.
  
  

    

    
• Your Company, with its systems built on new age micro services
    architecture and extensive API services, transformed the landscape to be open for
    integration.
  
  

    

    
• Your Company, through SDK-based enablement, has integrated its
    servicing capability to Bank customers on the Banking app and continues to focus on
    automation for improved customer experience. New DIY capabilities for customers have been
    added.
  
  

    

    
• Processes including video KYC and eKYC with auto review have been
    introduced to all touch-points to improve customer experience.
  
  

    

    
Your Company has been operating with majority of transaction processing
    systems on cloud or using cloud services providing higher resilience, scalability, and
    maintaining the performance levels of the system as it plans to have most of the
    infrastructure on cloud in the following year.
  
  

    
ii. The benefits derived like product improvement, cost reduction,
    product development or import substitution.
    
Other technological initiatives such as use of Gen AI for SDLC, case
    summarization for underwriters, digital profile review of customers for risk assessment,
    and continued focus on robotic process automation have resulted in operational efficiency
    as your Company's continued focus on customer experience enhancement and sustainable
    growth.
  
  

    
iii. In case of imported technology (imported during the last three years
    reckoned from the beginning of the financial year) -
    
Not Applicable
  
  

    
a. The details of technology imported b. The year of import c. Whether
    the technology been fully absorbed d. If not fully absorbed, areas where absorption has
    not taken place, and the reasons thereof
    

  
  

    
iv. The expenditure incurred on Research and Development
    
Not Applicable
  



CORPORATE GOVERNANCE


Your Company firmly believes in being a good corporate citizen and is committed to
sound corporate practices, maximizing shareholder value and providing superior customer
experience, ethically and on a sustainable basis. It endeavors to achieve the highest
standards of corporate governance through consciousness, fairness, transparency and
professionalism, thereby leading the way for long term success of the Company.

Your Company has a Board approved Corporate Governance Policy which is in accordance
with the IRDAI Corporate Governance Regulations and the requirements of the Companies Act,
2013, Listing Regulations as well as the Articles of Association.

The Corporate Governance Report containing disclosures required to be made under the
Companies Act, 2013, Listing Regulations as well as the regulatory requirements is annexed
hereby as Annexure C and forms part of this report. A certificate certifying compliance
with the regulatory requirements, is annexed hereby as Annexure D and forms part of this
report.


BOARD OF DIRECTORS


As on the date of signing of this report, the Board of Directors comprises of 11
Directors, including 6 Independent Directors, 4 Non-Executive Directors and 1 Executive
Director. The Managing Director & Chief Executive Officer is the only Executive
Director.

The details of the Board and Committee meetings and the attendance of Directors
thereat, form part of the Corporate Governance Report which is annexed as Annexure C.


Changes in Directorships


During FY26 and up to the date of this report, the following changes were made in the
Board of Directors of your Company: i) Details of the Directors appointed




  

    
Name
    
Particular
    
Designation
    
Director Identification Number (DIN)
    
Date of appointment
  
  

    
Dr Rabi Narayan Mishra
    
Appointment
    
Independent Director
    
09435887
    
14th April 2025
  
  

    
Mr Animesh Chauhan
    
Appointment
    
Independent Director
    
02060457
    
14th April 2025
  
  

    
Mr Bhavendra Kumar
    
Appointment
    
Non-Executive Director
    
10401479
    
13th June 2025
  
  

    
Mr Santanu Kumar Majumdar
    
Appointment
    
Non-Executive Director
    
08223415
    
19th July 2025
  


The above appointments were recommended by the Nomination and Remuneration Committee
(NRC) and approved by the Board and have also been approved by members at general
meetings.

Your Company has received the requisite disclosures and undertakings from all the
Directors in compliance with the provisions of the Companies Act, 2013 and the IRDAI
Corporate Governance Regulations.


ii) Details of cessation/ resignation of Directors



  

    
Name
    
Reason of cessation
    
Director Identification Number (DIN)
    
Date of Cessation with effect from
  
  

    
Mr Debashish Mukherjee
    
Resigned as a Director upon attaining superannuation from promoter bank
    
08193978
    
1st June 2025
  
  

    
Mr K Satyanarayana Raju
    
Resigned as a Director & Chairman upon attaining superannuation from
    promoter bank
    
08607009
    
1st January 2026
  


The Board would like to place on record its sincere appreciation for the guidance and
support provided by these Directors during their tenure.


Retirement by rotation


In accordance with the provisions of Companies Act, 2013 and the Articles of
Association, Mr Santanu Kumar Majumdar (DIN - 08223415) and Mr Amitabh Nevatia (DIN -
10891350) shall retire by rotation at the 19th annual general meeting and being
eligible, offer themselves for re-appointment.


Independent Directors


As on the date of this Report, your Company has six (6) Independent Directors on Board
- Dr Kishore Kumar Sansi, Mr Supratim Bandyopadhyay, Ms Geeta Mathur, Mr Suryanarayana
Somayajula, Dr Rabi Narayan Mishra and Mr Animesh Chauhan.

The Independent Directors met separately during FY26, on 20th July 2025, as
per the terms of the requirements of the Companies Act, 2013. The Independent Directors of
your Company have given confirmation that they meet the criteria of independence as
provided under section 149(6) of the Companies Act, 2013 and said declaration was noted by
the Board of Directors at its meeting held on 28th April 2026.

The Board is satisfied with the integrity, expertise and experience, including
proficiency, of all Independent Directors.

The Independent Directors have complied with the Code for Independent Directors as
prescribed in Schedule IV to the Act and with the requirements of registration in ID
databank as prescribed by the Ministry of Corporate Affairs.


‘Fit and Proper' Criteria


In accordance with the applicable IRDAI Regulations, Directors of Insurers have to meet
the ‘fit and proper' criteria prescribed by IRDAI. Accordingly, all the Directors of
the Company have confirmed compliance with ‘fit and proper' criteria/ norms. Also,
the Company had received declarations from the Directors in terms of Section 164 of the
Act, confirming that they are not disqualified from being appointed as Director of any
Company. Further, based on the disclosures and confirmations received from the Directors,
the Board is of the opinion that the Directors of the Company are eminent persons with
integrity and have the necessary expertise and experience to continue to discharge their
responsibilities as the Directors of the Company.


Evaluation of performance of the Board


Under the Companies Act, 2013, the performance of the Board and its Committees as well
as of individual Directors is required to be evaluated annually.

Accordingly, your Company has in place a Board and Directors' Evaluation Policy, which
was approved by the Board on the recommendation of the Nomination and Remuneration
Committee (NRC). The Policy lays down a mix of self and peer evaluation criteria through a
rated questionnaire, which addresses various facets of performance of the Board, its
Committees, and the individual Directors, including the Chairman. The Policy and the
questionnaire are also reviewed by the NRC and the Board on an annual basis.

The questionnaire was circulated to all Directors and based on the responses submitted
by the Directors, the results of the evaluation exercise were presented at the meetings of
the NRC and Board.


Directors & Officers (D&O) Liability Insurance


The Company has in place D&O Liability Insurance for its Directors and other
officers/ employees.


KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT


As on the date of signing of the report, the following were the Key Managerial
Personnel of your Company under the provisions of the Companies Act, 2013:

- Mr Anuj Mathur, Managing Director & Chief Executive Officer

- Mr Tarun Rustagi, Chief Financial Officer

- Ms Vatsala Sameer, Company Secretary & Compliance Officer

In terms of the Corporate Governance regulations issued by the IRDAI, the following
employees of the Company held the position of Key Managerial Person as on the date of
signing of the report:

- Mr Anuj Mathur, Managing Director & Chief Executive Officer

- Mr Soly Thomas, Deputy Chief Executive Officer and Chief Distribution Officer -
Bancassurance

- Mr Tarun Rustagi, Chief Financial Officer

- Mr Rishi Mathur, Chief Distribution Officer - Alternate channels and Chief Marketing
Officer

- Ms Kiran Yadav, Chief People Officer

- Ms Jyoti Kartarsingh Vaswani, Chief Investment Officer

- Mr Sachin Dutta, Chief Operating Officer

- Mr Ritesh Kumar Rathod, Chief Strategy and Data Officer

- Mr Vikas Gupta, Chief Risk Officer

- Mr Manoj Jain, Chief Compliance Officer

- Mr Nitin Agarwal, Appointed Actuary

- Mr Dinesh Tak, Chief Agency Officer

- Ms Vatsala Sameer, Company Secretary & Compliance Officer

- Mr Saurabh Sahni, Chief Internal Auditor

- Mr Suneet Kumar Saxena, Chief Technology Officer


Policies with respect to Directors and KMPs


In terms of the requirements under the Companies Act, 2013 and IRDAI (Corporate
Governance for Insurers) Regulations 2024, as amended, in connection with Directors &
KMPs, your Company has in place the following policies:


Directors' & KMP Policy:


The purpose of the Directors' and KMP Policy is to:

a. describe the procedure and criteria on the basis of which the Nomination and
Remuneration Committee of the Company (NRC) will identify persons eligible to be appointed
as directors and assess independence of directors;

b. lay down provisions with respect to term of appointment, criteria for re-appointment
and remuneration of directors;

c. include the framework with respect to remuneration payable to Key Management Persons
(KMP) of the Company;

d. lay down the performance evaluation framework of directors, including Chairperson
and Independent Directors;

e. outline any other requirements with respect to appointment of directors, including
Independent Directors.

The aforesaid policy is placed on the Company's website and can be accessed through the
following web link:
https://www.canarahsbclife.com/investor-relations/policies-and-code-of-conduct 


Compensation Policy:


Your Company also has in place a Compensation Policy to define a compensation strategy
that is fair, equitable, transparent, comprehensible and competitive with the market. This
Policy applies to all full-time employees of the Company, including the Key Managerial
Persons. The compensation structure and governance framework for the KMPs forms part of
the Annexure to the Compensation Policy and specifies the following for KMPs:

- Compensation structure

- Limits of variable pay and parameters to be considered for determination of variable
pay

- Deferral arrangements for the variable pay

- Malus and clawback provisions


Code of Conduct for the members of the Board and Senior Management


Your Company proactively stipulates and implements strict codes of conduct covering
areas like personal and professional conduct/ ethics, conflicts of interest, transparency,
customer centricity etc. by pre-empting potential concern/ conflict situations so that it
has measures and controls internally to ensure and demonstrate its values and standards.

The objective of this Code of Conduct is to set forth ethical standards, principles,
and expectations that will guide the behaviour of directors and senior management in their
professional responsibilities. It aims to promote transparency, integrity, accountability,
and compliance with applicable laws, while fostering a culture of trust, respect, and
ethical decision-making.

The Code of Conduct for the members of the Board and Senior Management has been hosted
on the Company's website at https://www.canarahsbclife.com/investor-relations/policies-
and-code-of-conduct .

A certificate from the Managing Director & Chief Executive Officer confirming that
all directors and senior management personnel have affirmed compliance with the Code of
Conduct is attached to this report as Annexure E.


OTHER STATUTORY DISCLOSURES Annual Return


Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual
Return for the financial year ended 31st March 2026, is hosted on the website
of the Company at https://www. canarahsbclife.com/investor-relations/ financials
with the information available up to the date of this report, and the final return shall
be updated upon submission with the Registrar of Companies (ROC), within 60 days from the
date of the 19th annual general meeting.


Particulars of Employees


The details as required to be disclosed in terms of Section 197(12) of the Companies
Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are appended below.

For the purpose of this disclosure, fixed remuneration components - namely basic
salary, statutory bonus, house rent, supplementary and conveyance allowances, as well as
retiral benefits (Provident Fund and Gratuity) have been considered :

(i) ratio of the remuneration of each director to the median remuneration of the
employees (full-time permanent employees) of the company for the financial year;

Mr Anuj Mathur, Managing Director & Chief Executive Officer : 77.3:1

(ii) the percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

The percentage increase in remuneration of the Managing Director & CEO, Chief
Financial Officer and the Company Secretary ranged between 10% to 12%.

(iii) the percentage increase in the median remuneration of employees in the financial
year;

The percentage increase in the median remuneration of employees in the financial year
was around 7.3%.

(iv) the number of permanent employees on the rolls of company;

The number of permanent employees on the rolls of the Company is 6,752 as of 31st
March 2026

(v) average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration;

The average percentage increase in the salaries of employees other than the key
management persons for FY26 was around 7%, while the average increase (excluding market
adjustment) in the remuneration of the key management persons was in the range of 5% to
12%.

(vi) affirmation that the remuneration is as per the remuneration policy of the company

Yes, the remuneration is as per the board's approved compensation/remuneration policy.

The statement showing particulars of employees pursuant to Section 197 of the Companies
Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this report.

In terms of the provisions of Section 136 of the Companies Act, 2013 , the Annual
Report is being sent to the members, except the aforementioned information/ statement. The
said information is available for inspection by the members up to the date of the 19th
annual general meeting, on all working days, during business hours, at the Registered
Office of the Company at 8th Floor, Unit No. 808-814, Ambadeep Building,
Kasturba Gandhi Marg, Connaught Place, New Delhi- 110001. Members who are interested in
obtaining the said particulars may please send an email at investor@canarahsbclife.in .


Employee Stock Option Scheme (ESOP)


The Company has formulated and implemented ‘Canara HSBC Life Insurance - Employee
Stock Option Plan 2025' (“CHL ESOP Plan 2025”), as approved at the extraordinary
general meeting of the Company held on 18th April 2025, to be administered via
a Trust created for that purpose, i.e., CHL ESOP Trust.

The objective of CHL ESOP Plan 2025 was to reward eligible employees for their
performance and to motivate them to contribute to the growth and profitability of the
Company.

A total number of 56,99,958 Options were granted to 201 eligible employees under the
CHL ESOP Plan 2025, convertible into equal number of shares i.e. 56,99,958 Equity Shares
currently having face value of ' 10 each.

Particulars of options granted in the FY26 are given below :


  

    
Options granted
    
56,99,958
  
  

    
Options forfeited/ lapsed
    
2,23,436 (based on attrition till April 2026)
  
  

    
Options vested
    
Nil (first vesting will happen in July 2026)
  
  

    
Options exercised
    
-
  
  

    
Total number of options in force
    
54,76,522
  
  

    
Number of shares allotted pursuant to exercise of options
    
-
  
  

    
Extinguishment or modification of options
    
-
  
  

    
Amount realised by exercise of options (?)
    
-
  


There has been no material variation in the terms of the options granted under CHL ESOP
Plan 2025 and the scheme is in compliance with SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (“SBEB Regulations”) and any amendment thereof.

The Annual Certificate on compliance with SBEB Regulations, issued by the Secretarial
Auditors is being made available for inspection at the forthcoming AGM.

During the year, there were no instances of loan granted by the Company to its
employees for purchasing/ subscribing its equity shares.

The statutory disclosures as mandated under the SBEB Regulations, have been hosted on
the website of the Company at https://www.canarahsbclife.com/investor- relations/ financials.


Disclosures as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013


The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 provides protection against sexual harassment of women at the workplace and for
the prevention and redressal of complaints.

Your Company has formulated the Policy on Prevention of Sexual Harassment at Workplace.
The objective of the Policy is to ensure a safe and comfortable working environment which
is free from harassment and where all female employees are treated with dignity, courtesy
and respect.

With a view to protecting women employees from sexual harassment at their workplace and
for prevention and redressal of complaints related to Sexual Harassment, the Company has a
constituted Internal Committee (IC) for all offices across the country. The details of the
cases referred to the IC during the FY26 are as follows:


  

    
No. of cases filed
    
No. of cases disposed
    
No. of cases pending for more than ninety days
    
No. of cases pending as on 31st March 2026
  
  

    
13
    
11
    
0
    
2
  



Compliance of the provisions relating to the Maternity Benefit Act, 1961


The Company has complied with all applicable provisions under the Maternity Benefit
Act, 1961, during the FY26.


Policy for determining material subsidiaries


The Company does not have any subsidiaries.


Material changes and commitment


Pursuant to the listing of equity shares of the Company on 17th October
2025, Canara Bank and HSBC Insurance (Asia- Pacific) Holdings Limited (being categorized
as promoters of the Company) have divested 14.5% and 0.5% of their respective
shareholdings and Punjab National Bank (being categorized as investor in the Company) has
divested 10% of its shareholding.

Presently, Canara Bank and HSBC Insurance (Asia-Pacific) Holdings Limited holds 36.50%
and 25.50%, respectively, of the shareholding of your Company. Punjab National Bank holds
13% of the shareholding of your Company. Remaining 25% of the shareholding is with Public.

There are no matters which have material impact on the financial position of the
Company, except those disclosed in the annual report.


Change in the nature of business during the last financial year


There was no change in the nature of business during the last financial year.


Holding Company and names of companies which have become or ceased to be the Company's
Subsidiaries, Joint Ventures or Associate Companies during the year


Your Company does not have any holding, subsidiary or joint venture Company.


Legal update


No significant and/or material orders have been passed by the regulators, courts or
tribunals, which impacted the ongoing concerns or status of the Company, or which could
potentially impact the Company's future operations.


The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status as at the end of the
financial year 


During the year under review, the Company has neither made any application nor there is
any pending proceeding under the Insolvency and Bankruptcy Code, 2016.


Demat Suspense Account/ Unclaimed Suspense Account


Your Company does not have any equity shares lying in demat suspense account/unclaimed
suspense account.


Compliance of Secretarial Standards


During the year, your Company has duly complied with the provisions of applicable
Secretarial Standards issued by Institute of Companies Secretaries of India.


EVENTS AFTER BALANCE SHEET DATE


There have been no material changes and commitments, affecting the financial position
of the Company, which have occurred between the end of the financial year of the Company,
to which the Balance Sheet relates, and the date of this Report.


COMPLIANCE CERTIFICATES FROM PRACTICING COMPANY SECRETARY


The Company has annexed to this Report (Annexure F), a certificate obtained from the
secretarial auditor, M/s Chandrasekharan Associates, Company Secretaries, regarding
compliance of conditions of Corporate Governance as stipulated in the Listing Regulations.

Further, in terms of the Listing Regulations, the Company has obtained a Certificate
from the secretarial auditor, M/s Chandrasekharan Associates, 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 the
Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
statutory authority. The certificate of Company Secretary in practice is annexed herewith
as Annexure G.


MANAGEMENT DISCUSSION AND ANALYSIS REPORT


The Management Discussion & Analysis Report for FY26 forms part of the Annual
Report.


DIRECTORS' RESPONSIBILITY STATEMENT


The Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company at the end of the financial year and of
the profit of your Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of your Company and for preventing and detecting fraud and other
irregularities;

4. the Directors have prepared the annual accounts on a going concern basis;

5. the Directors have laid down internal financial controls to be followed by your
Company and that such internal financial controls are adequate and were operating
effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.


ACKNOWLEDGEMENT


The Board of Directors would like to place on record its sincere gratitude to
policyholders, members, customers and distributors for reposing their trust in the
Company.

Your Directors also take this opportunity to record their gratitude towards Canara Bank
and HSBC Insurance (Asia- Pacific) Holdings Limited, Promoters of the Company, for their
continued support and guidance.

The Directors further take this opportunity to thank all employees for their continuous
hard work, dedication and commitment.

The Directors thank the Insurance Regulatory and Development Authority of India,
Securities and Exchange Board of India and other Regulators & Government authorities
for their support, guidance, and direction provided from time to time.


  

    
For CANARA HSBC LIFE INSURANCE COMPANY LIMITED
    
Anuj Mathur
  
  

    
Bhavendra Kumar
    
Managing Director & Chief Executive Officer
  
  

    
Director
    
DIN: 00584057
  
  

    
DIN: 10401479
    
Date: 8th July 2026
  
  

    
Date: 8th July 2026
    
Place: Bengaluru
  
  

    
Place: Bengaluru