NSEGeneral Updates5 Jul 2026 · 5 Jul 2026, 10:07 am
General Updates
ICICI Prudential Life Insurance Company Limited · ICICIPRULI
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ICICI Prudential Life Insurance Company Limited has informed the Exchange about disclosure under Regulation 30, 30A and 51 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding a letter of undertaking executed between ICICI Bank Limited and Prudential Corporation Holdings Limited, promoters of ICICI Prudential Life Insurance Company Limited.
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ICICI Prudential Life Insurance Company Limited has informed the Exchange about disclosure under Regulation 30, 30A and 51 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
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July 5, 2026
General Manager Vice President
Listing Department Listing Department
BSE Limited, National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, ‘Exchange Plaza’,
Dalal Street, Bandra-Kurla Complex,
Mumbai 400 001 Bandra (East), Mumbai 400 051
Dear Sir/Madam,
Scrip Code: Equity (BSE: 540133/NSE: ICICIPRULI) Debt (NSE: ICPR34, ICPR35)
Subject: Disclosure under Regulation 30, 30A and 51 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
(Listing Regulations)
Pursuant to Regulation 30, 30A and 51 read with Clause 5A of Paragraph A of Part A of
Schedule III of the Listing Regulations and SEBI Master Circular dated January 30, 2026,
please find enclosed herewith, the disclosures received from ICICI Bank Limited and
Prudential Corporation Holdings Limited, Promoters of ICICI Prudential Life Insurance
Company Limited(the Company), regarding a letter of undertaking executed between
them.
It is clarified that the Company is not a party to the letter of undertaking.
Kindly take the same on record.
Yours sincerely,
For ICICI Prudential Life Insurance Company Limited
Priya Nair
Company Secretary
ACS 17769
CC: Axis Trustee Services Limited
ICICI Prudential Life Insurance Company Limited
ICICI PruLife Towers, 1089, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400025, India.
Visit us at www.iciciprulife.com Phone: +91 22 4039 1600, Fax: +91 22 2437 6638, Email: corporate@iciciprulife.com
CIN : L66010MH2000PLC127837
ANNEXURE A
Particulars Disclosure
1. If the listed entity is a party to the Not applicable, since ICICI Prudential Life Insurance
agreement, details of the Company Limited (“Company”) is not a party to the
counterparties (including name agreement.
and relationship with the listed
entity).
2. If the listed entity is not a party to Prudential Corporation Holdings Limited (“Prudential”)
the agreement: and ICICI Bank Limited (“ICICI Bank”) have entered into
a. name of the party entering a Letter of Undertaking dated 4 July 2026
into such an agreement and (“Undertaking”).
the relationship with the
listed entity; Both Prudential and ICICI Bank are promoters of the
b. details of the counterparties Company.
to the agreement (including
name and relationship with
the listed entity);
c. date of entering into the
agreement.
3. Purpose of entering into the Prudential has entered into definitive agreements on 17
agreement. May 2026 with Bharti Life Ventures Private Limited, 360
ONE group and Bharti Life Insurance Company Limited
(“Bharti Life”), pursuant to which Prudential has agreed
to acquire a 75% stake in Bharti Life (“Proposed
Transaction”) subject to receipt of applicable regulatory
approvals and the satisfaction of certain conditions.
To mitigate any potential conflict of interest in the
management of the Company pursuant to the Proposed
Transaction, ICICI Bank and Prudential have entered into
the Undertaking.
4. Shareholding, if any, in the entity Prudential and ICICI Bank do not hold any shareholding
with whom the agreement is in each other.
executed.
As of 30 June 2026, Prudential holds 31,75,17,279 equity
shares (21.89%) of the Company. ICICI Bank holds
73,76,05,504 equity shares (50.84%) of the Company.
5. Significant terms of the In view of the Proposed Transaction, the Company will
agreement (in brief). be applying to the Insurance Regulatory and
Development Authority of India (“IRDAI”) for
reclassification of Prudential from ‘promoter’ to
‘investor’ under IRDAI laws. The Undertaking sets out
certain aspects relating to the inter-se rights of ICICI
Bank and Prudential during the period from the date of
submission of such application to the IRDAI (“Start
Date”) until closing of the Proposed Transaction or such
other date as directed by the IRDAI in writing (“End
Date”).
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 also
coordinate with Company on matters including the
transition and/or limited usage of the “Prudential”
brand name and the iciciprulife.com domain name.
Additional details regarding the significant terms are set
out in sl. no. 6 below.
6. Extent and the nature of impact (i) Prudential will abstain from voting on any matters of
on management or control of the the Company requiring special resolution, so long as
listed entity. such matters requiring special resolution do not
adversely impact any right or interest of Prudential
in the Company. This abstinence shall be effective
from the Start Date to the End Date.
(ii) Prudential shall arrange for the resignation of its
nominee director on board of the Company with
effect from the date on which Company approves
the aforementioned reclassification application.
Further, Prudential will not nominate a director on
the board of the Company from the Start Date until
the End Date.
(iii) With effect from the date on which Prudential’s
reclassification from ‘promoter’ to ‘investor’
becomes effective, ICICI Bank shall vote in favour of
the appointment / replacement of one director to be
nominated by Prudential on the board of the
Company, 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.
7. Details and quantification of the Not applicable
restriction or liability imposed
upon the listed entity.
8. Whether the said parties are Prudential and ICICI Bank are promoters of the
related to promoter / promoter Company.
group / group companies in any
manner. If yes, nature of
relationship.
9. Whether the transaction would No
fall within related party
transactions? If yes, whether the
same is done at "arm's length”.
10. In case of issuance of shares to the Not applicable
parties, details of issue price, class
of shares issued.
11. Any other disclosures related to Please refer to sr. nos. 5 and 6 above.
such agreements, viz., details of
nominee on the board of directors
of the listed entity, potential
conflict of interest arising out of
such agreements, etc.
12. In case of recission, amendment Not applicable
or alteration, listed entity shall
disclose additional details to the
stock exchange(s):
i. name of parties to the
agreement;
ii. nature of the agreement;
iii. date of execution of the
agreement;
iv. details and reasons for
amendment or alteration and
impact thereof (including
impact on management or
control and on the restriction
or liability quantified earlier);
v. reasons for rescission and
impact thereof (including
impact on management or
control and on the restriction
or liability quantified earlier).