ICICI Prudential Life Insurance Company Limited has successfully completed the divestment of its entire stake in ICICI Prudential Pension Funds Management Company Limited (ICICI PFM) to ICICI Bank Limited. The transaction, valued at ₹2.035 billion, was executed on January 12, 2026, marking a significant corporate restructuring within the ICICI group.

Transaction Details

The share purchase agreement (SPA) was executed on January 12, 2026, at 11:49 a.m., with all formalities completed subsequently. The transaction involved the sale of the entire 100% equity shareholding held by ICICI Prudential Life Insurance in ICICI PFM to ICICI Bank.

Corporate Structure Changes

Following the completion of this transaction, ICICI PFM has transitioned from being a wholly owned subsidiary of ICICI Prudential Life Insurance to becoming a wholly owned subsidiary of ICICI Bank. This restructuring represents a strategic realignment within the broader ICICI group ecosystem.

As part of the transaction completion, ICICI Prudential Life Insurance will withdraw its nominee directors from the board of ICICI PFM, reflecting the change in ownership structure.

Related Party Transaction Framework

The transaction falls under the related party transaction category, given the existing corporate relationships within the ICICI group. Key relationship details include:

• ICICI Bank holds 50.95% shareholding in ICICI Prudential Life Insurance Company as of December 31, 2025
• ICICI Bank serves as both a promoter and holding company of ICICI Prudential Life Insurance
• Prior to the transaction, ICICI PFM was a wholly owned subsidiary of ICICI Prudential Life Insurance

Regulatory Compliance

The transaction was completed following approvals from regulatory and statutory authorities as required under applicable regulations. The disclosure was made under Regulation 30 and Regulation 51 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company had previously intimated the stock exchanges about this proposed transaction through communications dated July 19, 2025, November 28, 2025, and January 6, 2026, demonstrating adherence to disclosure requirements throughout the process.

Strategic Implications

This divestment represents a strategic move within the ICICI group structure, with the pension fund management business now directly under ICICI Bank's umbrella. The transaction was based on fair value assessment conducted by an independent valuer, ensuring appropriate pricing for the asset transfer.

The completion of this transaction demonstrates the group's ability to execute complex intra-group restructuring while maintaining regulatory compliance and transparency in disclosure practices.

ICICI Prudential Life Insurance has reported strong business performance with significant growth across key metrics, demonstrating robust market presence in the life insurance sector.

Financial Performance Highlights

The company's new business premium performance shows substantial growth momentum. The following table presents the key financial metrics:

Business Growth Analysis

The new business premium of ₹19.45 billion represents a notable 25.1% increase compared to the previous year, indicating strong customer acquisition and policy sales performance. This growth reflects the company's ability to expand its market reach and attract new policyholders.

Simultaneously, the new business sum assured reached ₹1,182.00 crore, marking a 10.7% year-on-year increase. This metric demonstrates the total coverage amount for new policies issued during the period, showing sustained demand for life insurance products.

Market Position

The dual growth in both premium collection and sum assured indicates balanced business expansion. While the premium growth of 25.1% outpaced the sum assured growth of 10.7%, both metrics show positive trajectory, suggesting effective business strategy execution and market penetration.

These performance indicators reflect the company's operational efficiency and its ability to maintain competitive positioning in the Indian life insurance market.