ICICI Prudential Life Insurance has initiated a postal ballot process to seek shareholder approval for the appointment of two new non-executive directors. The company aims to bring Mr. Naveen Tahilyani and Mr. Samit Upadhyay onto its board, effective September 13, 2025.

Proposed Appointments

Mr. Naveen Tahilyani

Mr. Naveen Tahilyani, aged 51, brings a wealth of experience to the table. He currently serves as the Regional CEO at Prudential Plc, overseeing businesses in India, Africa, the Philippines, and Cambodia, Laos and Myanmar (CLM). Tahilyani also leads the Group's Health business across all markets. His extensive background includes board-level positions at TATA Digital Private Limited and TATA AIA Life Insurance Company Limited, as well as a 17-year stint at McKinsey advising banks and insurance companies across Asia.

Mr. Samit Upadhyay

Mr. Samit Upadhyay, 45, is currently the Head of Retail Assets at ICICI Bank. In this role, he is responsible for the P&L, strategy, and growth of the Bank's secured and unsecured retail lending businesses. Upadhyay's two-decade career in financial services includes significant experience with the ICICI Group. His prior roles encompass leadership positions at Tata AIA Life Insurance, where he served as President – Chief Financial Officer and Head of Propositions & Health.

Voting Process

The company has set up an e-voting process for shareholders to cast their votes on these appointments. The e-voting period will commence on September 20, 2025, at 9:00 a.m. IST and conclude on October 19, 2025, at 5:00 p.m. IST. ICICI Prudential Life Insurance has engaged the National Securities Depository Limited (NSDL) to facilitate the remote e-voting process.

Key Dates

The company has stated that the results of the postal ballot will be declared on or before October 21, 2025. These results will be posted on the company's website and communicated to the National Stock Exchange of India Limited and BSE Limited.

ICICI Prudential Life Insurance continues to strengthen its leadership team with these proposed appointments, aiming to leverage the diverse experience of Mr. Tahilyani and Mr. Upadhyay to drive future growth and strategic initiatives.

ICICI Prudential Life Insurance Company Limited has made significant announcements following its recent board meeting, including the approval of a major debt issuance, exercise of a call option on existing debentures, and changes to its board of directors.

Non-Convertible Debentures Issuance

The board has approved the issuance of non-convertible debentures (NCDs) worth ₹12.00 billion. These NCDs will be:

• In the nature of subordinated debt instruments
• Issued on a private placement basis
• Raised over the next twelve months, in one or more tranches
• Rated, listed, redeemable, unsecured, subordinated, taxable, fully paid-up, and non-cumulative

Call Option on Existing Debentures

The board has also approved the exercise of a call option for the redemption of 12,000 existing non-convertible debentures, aggregating to ₹12.00 billion. Key details:

• Call option date: November 6, 2025
• Record date: October 20, 2025

Board Changes

The company announced the following changes to its board of directors:

Resignations

Both directors will step down from their roles as Non-Executive Directors.

New Appointments

New Director Profiles

Mr. Navin Tahilyani

• Current role: Regional CEO at Prudential Plc
• Responsibilities:
  • Businesses in India, Africa, the Philippines, Cambodia, Laos, and Myanmar
  • Leads the Group's Health business across all markets

Mr. Samit Upadhyay

• Current role: Head of Retail Assets at ICICI Bank
• Responsibilities: Oversees the bank's secured and unsecured retail lending businesses

Shareholder Approval Process

The board has initiated a postal ballot process to seek shareholders' approval for the appointment of the new directors:

• Notice of Postal Ballot will be circulated electronically
• Shareholders registered as of September 12, 2025, will be eligible to participate