General Insurance Corporation of India

<dhhead>Board of Director's Report of</dhhead>

General Insurance Corporation of India

The Directors have pleasure in presenting the Fifty-Second Annual Report of the General Insurance Corporation of India (GIC Re or the Corporation) on the working and affairs of the Corporation along with the audited statements of accounts for the year ended 31^st March 2024.

The highlights of the financial results for the year under review are as under:

(Rs in crore)

The Board of Directors at its meeting held on 28^th May 2024, recommended the payment of dividend of Rs 10/- per share of Face Value of Rs 5/- each (i.e. 200% of paid-up equity share capital) for FY 2023-24 as against dividend of Rs 7.20 per share for FY 2022-23.

In accordance with the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Corporation has formulated a dividend distribution policy and the same is available on the website of the Corporation at https://www.gicre.in/images/pdf/Dividend_Distribution_policy-_2022_Ver_20.pdf

Capital and Funds of the Corporation stood at Rs 123,496.63 Crore as on 31^st March 2024 as against Rs 111,523.23 Crore in the previous year, the details of which are given below: ( Rs in crore)

The amount proposed to be carried to reserves is mentioned in the financial statement.

Total assets of the Corporation were Rs 1,78,285.82 Crore as on 31^st March 2024 as compared to Rs 1,57,124.60 Crore as on 31^st March 2023.

As per the provision of Section 129(2) of the Companies Act, 2013, at every Annual General Meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year. Section 129(3) of the Companies Act, 2013 provides that where a company has one or more subsidiaries, it shall, in addition to financial statements provided under sub-section (2) of Section 129, prepare a consolidated financial statements of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the Annual General Meeting of the company along with the laying of its financial statements under sub-section (2) of Section 129.

The Corporation is preparing Consolidated Financial Statements as it has three subsidiaries namely GIC Re South Africa Limited, GIC Re, India, Corporate Member Limited, UK and GIC Perestrakhovanie LLC, Moscow apart from three Associate Companies namely, Agriculture Insurance Company of India Ltd. (AICIL), India International Insurance Pte. Ltd., Singapore and GIC Bhutan Re Ltd.

AM Best has revised the outlook to positive from stable for the Financial Strength Rating (FSR) and to positive from negative for the Long-Term Issuer Credit Rating (Long-Term ICR) and afirmed the FSR of B++ (Good) and the Long-Term ICR "bbb+" (Good) of General

Insurance Corporation of India (GIC Re) (India). Additionally, AM Best has assigned the India National Scale Rating (NSR) of aaa.IN (Exceptional) to GIC Re. The outlook assigned to the NSR is stable.

These Credit Ratings (ratings) reflect GIC Re's balance sheet strength, which AM Best assesses as strong, as well as its adequate operating performance, favourable business profile and appropriate enterprise risk management (ERM). In addition, the ratings factor in a neutral impact from the company's ownership by the government of India.

The revision of the Long-Term ICR outlook to positive from negative reflects an improvement in AM Best's view of GIC Re's balance sheet strength and ERM fundamentals. Both GIC Re's risk-adjusted capitalisation and regulatory solvency position have shown sustained improvement over the past three years.

CARE Ratings Ltd. has reafirmed ‘AAA (Is)' Issuer Rating for the Corporation in February 2024 with a stable outlook. The rating reflects GIC Re's strategic importance as the dominant Indian reinsurer. The rating also factors in its experienced management, diversified business profile and comfortable liquidity and solvency position.

The Solvency Margin of the Corporation as on 31^st March 2024 stood at 3.25 as against 2.61 in the previous year.

The book value of the investment of the Corporation in India (representing investment, loans & deposits) amounts to Rs 96,299.27 crore as against Rs 86,175.41 crore in the previous year. The Investment income of Rs 10,564.42 crore were apportioned to Policyholders & Shareholders as under: ( Rs in crore)

The mean yield on funds with profit on sale of investments stood at 11.6% (previous year 12.2%). The percentage of net NPA (Non-performing Assets) to Gross loan assets (including Government Securities) was 0.00% (Previous year – 0.02%).

The Corporation being a Reinsurance Company, its working and functions, are governed by the Insurance Regulatory and Development Authority of India (IRDAI). The Corporation's existing paid-up equity capital of Rs 877.20 Crore conforms to the specifications of the IRDAI. The Accounts of the Corporation are drawn up according to the stipulations prescribed in the IRDAI (Preparation of Financial Statements and Auditor's Report) Regulations, 2002.

IRDAI has identified the Corporation as a Domestic Systemically Important Insurer (D-SII) for 2023-24 as per the framework put in place for identification & monitoring of the operations of Domestic Systemically Important Insurers.

The provisions of Section 186(4) of the Companies Act, 2013 (the Act) requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security are proposed to be utilised by the recipient of the loan or guarantee or security are not applicable to the Corporation.

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of future operations of the Corporation.

The Corporation has in place a robust ERM policy. The policy defines a Governance structure as well as the roles and responsibilities at each level. The ERM department is headed by the Chief Risk Officer (CRO) who reports to the Board Risk Management Committee through the Chairman cum Managing Director (CMD) and Management-level ERM committee.

ERM department conducts risk assessment with the assistance of the Risk and Mitigation Plan Owners (RMOs), primarily Scale V level officers, where new risks are brought for discussion and thereafter the entire risk universe is re-calibrated with the objective of prioritization for mitigation. During the exercise, RMOs also propose controls/mitigation plans, which post deliberations are implemented. The ERM department conducts periodic review of the risk universe and checks the control effectiveness. ERM Department informs these developments and deviations to the Management and Board Risk Management Committees.

As part of its allied activities, the ERM department reviews the Business Continuity Plan (BCP) and Business Impact assessment (BIA), a key annual exercise which aims at providing continuity of services at a defined minimum acceptable level of critical functions and to safeguard the financial, competitive and reputational position in the short and medium term.

During the year under review, a neutral Third-Party Consultant was appointed to carry out the Stress test exercise of the Corporation. The annual Stress test exercise was carried out for the financial Year 2023-24 based on financial data as on 31^st March 2023. The Stress Test Exercise evaluated scenarios of significant adverse threats to the future financial condition of the Corporation and found it to be adequately resilient. The Stress Test Report was presented to the Board and subsequently shared with IRDAI.

The Standard Operating Procedures (SOP) is already in place for two key functions of the Corporation viz: Reinsurance and Investment and their related accounting activities and the same are modified on need basis, as per user department requests with the approval of the Corporation's Enterprise Risk Management Committee.

An Anti-Fraud Policy framed by GIC which covers prevention, identification, investigation, reporting, monitoring and control of frauds, and is reviewed annually. The Corporation has declared ‘Zero Tolerance' to any non-compliance with the terms and conditions of the Anti-Fraud policy. ERM department, as part of compliance, files the Fraud Monitoring Returns with the Regulator.

The Corporation has put in place a Board approved Risk Appetite Statement which provides a comprehensive summary of Risk Appetite parameters guiding the operations of the Corporation. To ensure an appropriate level of capital at all times, the Board approved Capital Management Plan has been put in place.

During the year under review, as part of BCP, a Drill was conducted at an Alternate Site (GIC Delhi Office), so as to create awareness, ensure preparedness among the Critical Resource Team and other Business Continuity Teams in times of emergency. The BCP is shared with all employees for awareness on the procedures involved in the recovery of operations.

The Corporation is having a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Corporation, which has been approved by the Board.

The CSR Policy may be accessed on the Corporation's website at the link: https://www.gicre.in/en/people-resources/policies-and-guidelines The CSR Reporting as per Section 135 of the Companies Act, 2013 is given in Annexure I.

M/s. KASG & Co., Chartered Accountants, Mumbai and M/s. Mehra Goel & Co., Chartered Accountants, Mumbai were appointed as Joint Statutory Auditors to Audit the accounts of the Corporation for the Financial Year 2023-24 by the Comptroller & Auditor General of India under Section 139 and Section 143 of the Companies Act, 2013. The Joint Statutory Auditors have issued Auditors' Report. The observation made in the Auditors' Report on the Corporation's financial statements for the financial year ended on 31^st March 2024 are self-explanatory and therefore do not call for any further comments/information.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s. Ragini Chokshi & Associates, (a firm of) Practicing Company Secretaries have been appointed to undertake the secretarial audit of the Corporation. The secretarial audit report for the financial year ended 31^st March 2024 is annexed herewith as Annexure II. The said report does not contain any qualification or adverse remarks or disclaimer.

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Corporation.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary, Associate and Joint Venture Companies in Form AOC-1 forms part of the Board of Directors' Report for the financial year 2023-24 as Annexure III and the details on their performance & financial position are given in Management Discussion & Analysis Report.

Further, in terms of proviso to Section 136(1) of the Companies Act, 2013 and Regulation 46 of the Listing Regulations, 2015, the Corporation will place separate audited Financial Statements in respect of each of its Subsidiary Company on its website and also provide a copy to any Shareholder of the Corporation who seeks the same. The Financial Statements of the Subsidiary Companies will also be kept open for inspection at the registered offices of the Corporation/the respective Subsidiary Companies.

Related party transactions entered into during the financial year were on an arm's length basis and in the ordinary course of business. Details of related party transactions are provided in notes to financial statements.

There were no transactions entered during the year that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Corporation.

Related party transactions are placed before the Audit Committee and also before the Board wherever necessary in compliance with the provision of the Act and SEBI Listing Regulations.

The Related Party Transaction policy of the Corporation including determining material subsidiaries is available on the Corporation's website at https://www.gicre.in/en/people-resources/policies-and-guidelines.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return for the year ended 31^st March 2024, with the information available up to the date of this report, is placed on the website of the Corporation at https://www.gicre.in/en/investors-public-disclosures/investors-en/financial-performance/annual-return and shall be further updated as soon as possible but no later than sixty days from the date of the Annual General Meeting.

A certificate obtained from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report, forming part of this Annual Report.

The operations and future prospects of the Corporation are dealt with in the Management Discussion and Analysis Report which forms part of the Board of Directors' Report.

The particulars of Foreign Exchange earnings/outgo as required by the Companies (Accounts) Rules, 2014 is given below: i) Earnings Rs 2,625.14 Crore ii) Outgo Rs 5,566.79 Crore

The earnings included all receipts denominated in foreign currencies in respect of premium, recovery of claims, outward commission, and investment earnings but excluding interbank transfers.

The outgo comprises all payments in foreign currency in respect of outward premium, claims on reinsurance accepted, commission and expenses of management (bank charges) but excluding interbank transfers.

Expenses on (a) Entertainment (b) Foreign Tours and (c) Publicity and Advertisement amounted to _ 12,42,218.51, _ 2,46,58,327.09 and _ 2,68,32,126 respectively for the year under review.

The Corporation is not engaged in any manufacturing activity and as such there are no particulars to disclose under the Companies (Accounts) Rules, 2014 as regards Conservation of Energy or Technology Absorption.

The Corporation has framed rules as per the National Policy on Reservations for SC/ST & OBC, which allows reservations, concessions/ relaxations to SC/ST & OBC, in recruitment and promotions wherever applicable. Special in-house training classes are conducted for employees who are in the promotion zone, in order to enable them to acquire knowledge and perform better in the pre-promotional written examination. The Corporation also organises Online training for SC/ST candidates who apply for the Recruitment Examination on All India Basis. Various benefits under various Welfare Trusts are given to SC/ST employees. Quarterly meeting is held with the SC/ ST Union leaders/members to understand their issues/grievances, if any.

The Corporation has been employing women employees in various cadres in all offices within India and abroad. The Corporation has in place Board approved policy against Sexual Harassment, in line with the requirement of The Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There has been no complaint from any employee during the financial year 2023-24 and hence no complaint is outstanding for redressal as at 31.03.2024.

The Corporation improved its performance in the implementation of the O_cial Language Policy of the Government of India and complied with all the guidelines issued by the Ministry from time to time. As mandated by the O_cial Language Policy of the Government, inspections of Departments situated in Head office, Mumbai, and inspections of liaison offices at Delhi were carried out by the offcials of O_cial Language Department. Four In-house workshops and one online workshop for Delhi Liaison office were organized. Four meetings of the O_cial Language Implementation Committee were conducted during the year 2023-24. Apart from the regular translation work, translation of Financial Standing Order (FSO), and translation regarding updating of GIC portal were also carried out during the year. The in-house quarterly journal KSHITIJ was published during the year. It was also made available on the Corporation's website. During the month of September various competitions were organized to mark "Hindi Day" celebrations to promote the usage of Hindi language in day-to-day work. The "Hindi Day" Annual Program was celebrated in the month of September 2023. Almost all Officers and Employees are having working knowledge of O_cial Language. Hindi typing facility through UNICODE is available in computers to enable the Officers and Employees to do their day-to-day work in Hindi. O_cials of GIC have attended all Town O_cial Language Implementation Committee (TOLIC) meetings and GIC Re has participated in various programs organized under the aegis of the Town O_cial Language Implementation Committee (TOLIC). This year the O_cial Language Department of GIC was awarded prizes for Hindi In-house magazine "KSHITIJ" by TOLIC.

The Procurement of goods and services are through the GeM portal as per the Government of India mandate and ensure compliance of all the Government of India guidelines.

The Government of India has notified a Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012 and its amendments thereof. GIC Re has procured 12.44% from MSEs for the year 2023-24.

The Vigilance Department of the Corporation is headed by Chief Vigilance Officer (CVO) in the rank of General Manager, appointed by DFS, MOF, GOI. Vigilance administration is an integral function of the Organization like any other function of management, which includes detecting irregularities by conducting various types of inspection, scrutiny of audit reports, receipt of complaints from various sources etc., analyzing, and finding out reasons for such irregularities and making effective preventive vigilance measures and systemic improvements to curb them besides identifying the offcials responsible for misconduct and taking appropriate punitive actions.

Mainly focusing on preventive vigilance measures besides various systemic improvements in all areas of the organization, in tune with CVC (Central Vigilance Commission) guidelines. Vigilance Department has been conducting surprise inspection, regular inspection, scrutiny of audit reports viz Internal Audit, Concurrent Audit, CAG, Special Audits etc., and CTE type of inspection (Procurement in Goods, Works and Services) regularly on monthly/quarterly basis and those findings/lapses are studied on Vigilance angle. Based on the analysis of reports, suggestions/observations are recommended to Departments. for improvement of systems and procedures and for revisiting existing SOP to strengthen further against such lapses. Also, the issues collected from the Surprise/Regular/CTE type inspection/scrutiny of audit reports, have been discussed in Structured meeting with CMD on quarterly basis. Under Punitive side, existing cases are being followed up with Departments. and with advice of CVC wherever applicable, ensuring that punitive actions are taken in accordance with the General Insurance (Conduct, Discipline and Appeal) Rules, 2014 (amended up to 28.02.2018). Periodical discussions are held with various Departments and Training is also imparted to all levels of employees in the areas of Preventive vigilance, Discipline, and Conduct rules of the Organization by Vigilance Department. CVC and DFS directives have been implemented strictly in the Organization. Vigilance Department believes that effective vigilance set up will certainly ensure the functioning of other segments of the Organization in an efficient way besides maintaining integrity and ethics among employees of the Organization.

The main objective of the Internal Audit is to keep strict control over all the activities of any organization with a view to facilitate management assurance of the authenticity of the financial records, efficiency of operations of the firm and to strengthen the overall governance mechanism.

The Corporation has its systems and controls in place covering all major areas of operations such as, Underwriting, Investment, Finance and IT system.

To accomplish its objectives in a systematic and disciplined manner, the Internal Audit Department has utilized the services of professional audit firms. During the Financial Year 2023-24, M/s Kirtane & Pandit, Chartered Accountants, were re-appointed as Internal Auditors for Reinsurance Operations and Business Accounts and M/s S.K. Patodia & Associates, Chartered Accountants, were appointed as Internal Auditors for Investment Operations and other departments.

The Internal Audit Department also appoints Internal Auditors for foreign branches of GIC Re in London, Dubai and Malaysia and International Financial Service Centre Insurance Offices (IIO) at GIFT City.

Besides, the following special audits were also arranged by the Internal Audit Department:

1. Secretarial Audit

2. Audit of Indian Nuclear Insurance Pool

3. Audit of Indian Market Terrorism Risk Insurance Pool

4. Audit of MCET Pool

Internal Audit Department also liaisons with Comptroller & Auditor General of India (CAG) and other departments for matters relating to CAG audit. The status of Draft Paras (DPs) and Inspection Reports (IRs), issued by Comptroller & Auditor General of India (CAG), is placed before the Board and the Audit Committee of the Board from time to time.

The Internal Audit Department functions independently under the supervision of the Audit Committee of the Board. The Audit Reports of GIC Re, Head Office and Foreign branches are placed before the Audit Committee of the Board for their consideration and directions. Four (4) meetings of the Audit Committee of the Board were held during the year 2023-24. Action Taken Reports were presented to the Audit Committee to report the status of progress on the implementation of the directions of the Committee. During the year, the guidelines and scope of audit for Appointment of Internal Auditors of GIC Re, along with foreign branches for Reinsurance and Investment & Non-Reinsurance functions were reviewed keeping in view the evolving role of auditors in a scenario where Corporate Governance, regulatory compliance, management reporting systems, transparency and prevention of fraud has gained increasing importance. Like every year emphasis was laid on core business activities and audit of Reinsurance underwriting operations, settlement of outstanding accounts & reconciliations of broker balances, Treaty acceptances, Cash Call settlements and Settlement of Accounts were audited on concurrent basis. Other departments like Investments, Human Resources, IT, Communication, General Accounts, Office Services etc. were also covered during the year.

Besides the major expenditure incurred, both Revenue and Capital, having financial implications, were also subjected to audit. Audit of Investment Operations was conducted on concurrent basis. This covered the primary and secondary market transactions. In line with RBI directions, Subsidiary Government Ledger (SGL) for Central and State Government Securities were subjected to concurrent audit and confirmation of correctness of balances and its reconciliation at the end of each month were sent to RBI. The same was also placed before the Audit Committee at its meetings.

The Audit function in the Corporation has brought about improvement in data quality, acceleration in claim processing, streamlining of process of accounts receivable management in the Reinsurance Operations. By critically appraising the Management of the Corporation of the various systems and processes, the Internal Audit Department facilitated to strengthen the overall governance mechanism. The Annual Budget of the Corporation/Mid-Year budget review exercise based on Budget Estimates of individual Departments placed before the Board were approved and implemented by Internal Audit Department.

The Corporation has in place the stipulated structure to implement the RTI Act, 2005, in the Organization. The Setup is headed by a General Manager designated as the Transparency & Nodal Officer. A General Manager functions as the Appellate Authority, an Assistant General Manager is the Central Public Information Officer, a Chief Manager discharges the duties of Assistant Public Information Officer under the provisions of the Act. A Deputy Manager has been nominated as Nodal Officer, MIS.

The Corporate website https://www.gicre.in/en/ also hosts information as relevant to the Corporation, under the Act. It has separate Right to Information link developed and continuously updated by the RTI Cell (GIC : Home Page (gicre.in)) containing information and complying with the provisions under the RTI Act, 2005 and other Ministerial and CIC circulars.

GIC Re in the FY 2023-24 complied with the guidelines issued by Ministry of Personnel regarding Implementation of suomotu disclosure u/s 4 of the RTI Act, 2005 and its Audit thereof.

During the period under review (2023-24) the Corporation received Two Hundred and Thirty-Eight (238) Applications and Fourteen (14) First Appeals under the RTI Act, 2005. All the Applications were duly replied, and appeals were disposed of well within the stipulated time. One (1) Second Appeal was filed against the Corporation before Central Information Commission (CIC) and the same was disposed of by the CIC, during the period under review.

The fiscal year 2023-24 marked a transformative period for GIC Re, showcasing substantial technological advancements across various domains. We achieved a milestone in technological innovation through the successful completion of Phase 1 of the S/4 HANA transformation. This phase culminated in a seamless transition from the Oracle database to the SAP HANA database, with full operational status achieved in March 2023.

We are now progressing with Phase 2 of the S/4 HANA transformation initiative where the focus is on enhancing the interfaces and reporting capabilities of our core business applications. This ongoing phase promises to further refine our operational frameworks and improve our data processing capabilities.

In addition to our database management improvements, GIC Re has made significant strides in network infrastructure. We transitioned from a traditional MPLS network to a cutting-edge Software Defined Network (SD-WAN). This shift has optimized tra_c flow and enhanced performance across the organization by eliminating network bottlenecks. We are also transforming our Local Area Network (LAN) to a fully wireless system, aligning our operations with global wireless standards. This transition will support a more flexible and efficient work environment.

GIC Re has collaborated with CERT-In in the implementation of Phase 2 of the National Cyber Coordination Centre (NCCC) Project. Our network tra_c is now fully monitored by CERT-In, ensuring enhanced security and robust cybersecurity measures are in place in a proactive manner.

A company-wide Workflow system is under implementation to facilitate a paperless office environment, streamlining processes and reducing our ecological footprint.

As GIC Re continues to evolve and adapt, these initiatives underscore our commitment to excellence and innovation in serving our stakeholders and maintaining our leadership in the industry.

Learning and Development (L & D) policy of GIC Re has been outlined to aid it in its journey of building in-house capability to achieve effective performance at workplace. GIC Re is committed to ensuring that all its employees have access to learning and development opportunities which enable them to acquire knowledge and skills that are necessary to carry out their role within Corporation, and to develop talent pool in ways that fit with the Corporation's global standing and nature of business from futuristic outlook.

At GIC Re, we ensure that employees skills, individual goals and the performance of employees are aligned with the Organization's goals. The training programmes are implemented for our employees that will raise awareness and competency of the employees and enlist their support in improving GIC Re's performance.

In the year 2023-2024, training was imparted to all levels of employees. Training programmes were conducted through various institutes. Both technical and behavioural training programmes were conducted throughout the year.

Summary of Training Programmes organised by Training Department is given below. Training Programmes for the period 2023-24

1. Deep Dive IFRS Training for the Insurance Industry jointly organised by Institute of Chartered Accountants of India and Institute of Actuaries of India was undertaken by 24 offcials.

2. Training programme on "Procurement, Tendering and General Financial Rules (GFR)", 2017 was imparted to the offcials dealing with Procurement.

3. Motor Underwriting Skills training programme was undertaken by the offcials working in the Motor Underwriting department.

4. Specialised Liability Portfolio Training Programme was organised for the Liability Department O_cials which included practical aspects of Liability claims too along with various approaches of Liability Underwriting.

5. The high-end training "Role of IO/PO in conducting enquiries "was arranged by Insurance Institute of India and 11 employees were trained under the same.

6. Various trainings like "Cyber Awareness training ", "Vigilance Administration and Procurement ", "Preventive Vigilance Programme", "Training on Ethics and Governance" were arranged as a part of Vigilance Awareness week and many employees were trained under the same.

7. 16 Employees were nominated to the Global Conference of Actuaries organised by Institute of Actuaries of India.

8. An Online workshop on using Chat GPT & AI Tools was arranged for the offcials of ITMG to keep abreast with the latest trends in the field of technology.

9. National Insurance Academy initiated Online Diploma Course in Reinsurance, for which 16 officers of GIC Re enrolled themselves and completed the course.

10. The Training department conducted the pre-promotional training programme for all eligible employees to equip them for the promotional examination. The topics like Reinsurance, RI Claims, Accounts, Information Technology, HR etc were covered. The In-House faculties imparted in-depth knowledge to all the participants.

11. The training department organised a training programme on Effective use of MS Outlook to all the executives.

12. Training department arranged "IAI and SOA International Financial Reporting Insurers (IFRI) certificate program" which was conducted by Institute of Actuaries of India and Society of Actuaries. 15 employees have benefited by the said programme.

Overseas expansion of operations, through branch offices, subsidiaries and joint ventures is an integral part of the business growth strategy so as to expand the reach of the operations into multiple countries throughout the world. The Corporation targets expansion into new markets by efficiently using the potential and creating additional sustainable income opportunities, both in developed countries, where there is larger demand and in developing countries where there is increasing demand. Expansion plans are drawn based on a study of market opportunities, supported by understanding of the business, working environment and regulations in prospective markets. The Corporation has also been striking strategic partnership with reinsurers abroad to take advantage of the expertise and experience of both parties and leverage on economies of scale.

The Corporation holds 35% equity of AICIL and NABARD holds 30% while the balance is held equally to the extent of 8.75% by the four public sector non-life insurance companies.

The Corporation has 3 overseas offices viz. Branch Offices in London, Dubai and Malaysia.

Apart from this, the Corporation has three wholly owned subsidiaries viz. GIC Re South Africa Ltd., Johannesburg; GIC Re, India, Corporate Member Limited, London and GIC Perestrakhovanie LLC, Moscow. The Corporation has also invested in the share capitals of Kenindia Assurance Company Ltd., Kenya, India International Insurance Pte Ltd., Singapore, Asian Reinsurance Corporation, Bangkok, East Africa Reinsurance Company Ltd., Kenya, and GIC Bhutan Re Ltd., Bhutan.

During the current financial year 2023-24, the Gross Written Premium by the Branch is GBP 127.11 million compared to GBP 124.74 million last year and earned a profit of GBP 6.66 million as against a profit of GBP 19.71 million last year.

During the current financial year 2023-24, the Gross Premium of the Branch is AED 86.96 million compared to AED 91.95 million last year and the Branch earned a profit of AED 107.40 million compared to AED 103.8 million last year.

During the current financial year 2023-24, the Gross Premium written by the Branch was RM 600.53 million compared to RM 585.97 million and incurred a Profit after tax of RM 7.27 million as compared to a loss (before tax) of RM 13.5 million.

The Corporation holds 9.19% shares in Kenindia which has a paid-up share capital of Kshs 1000 million. The total shares held by the Corporation is 9,18,752 shares of Kshs 100 each as on 31^st December 2023. The Company reported a net profit after tax of Kshs 778.29 million as against net profit after tax of Kshs 1,245.21 million (reinstated) last year. The Board of the Company recommended a dividend of Kshs 7.50 per share for the year ended 31^st December 2023.

The Corporation holds 20% shares in India International Insurance Pte. Ltd., which has a share capital of S$ 50 million. The total shareholding of the Corporation in the Company is 10 mn shares each of S$ 1.

The Company has made a profit of S$ 36.76 million as against a loss of S$ 8.61 million last year.

The Directors have recommended a first and final dividend of 10% on the paid-up capital of S$50.00 million for the year 2023.

The Corporation is holding 6.16% of the share capital as Associate Member of Asian Re in addition to holding 0.97% of the share capital as its Regular Member on behalf of the Government of India. Asian Re has made a profit of USD 3.21 million in 2023 as against a profit of USD 1.83 million in 2022. The Asian Re declared cash dividend @ 1.8% of total paid up share capital outstanding as on 31^st December 2023 at the 18^th Meeting of the Shareholders' Assembly.

The Corporation has 14.7521% stake in the share capital of East Africa Reinsurance Company Ltd., an existing profit-making reinsurancecompanyinKenya.ThetotalshareholdingoftheCorporationis2,21,281sharesofKshs.1000,ason31^stDecember2023. The Company has made a profit of Kshs. 891.12 million as against a profit of Kshs. 788.51(reinstated) million last year.

The board has recommended a total dividend of Kshs. 200 million (Kshs 133.33 per share) equivalents to 22% of PAT for the year 2023.

The reinsurance company of Bhutan is a Joint Venture between the Corporation and local Bhutanese promoters. The venture began its operations in the name ‘GIC Bhutan Re Ltd.' in December 2013.

The Corporation has a 26% stake in the Joint Venture and held 28,600,000 shares of value Nu 10 each as of 31^st December 2023. The rest of the shareholding are held by Local Bhutanese promoters (29%) and (45%) shares are held by the public.

The Company has made a profit of Nu 270.85 million (PAT) in 2023 as against a profit of Nu 153.11 million (PAT) in 2022. The Company has declared 10% dividend for the year ended 31^st December 2023, as per RMA regulations.

GIC Re South Africa Ltd. is the Corporation's first 100% owned subsidiary (Wholly owned subsidiary) which started its commercial operations from 1^st January 2015. The company when acquired was in the run-o_ for both Life as well as Non-life business. The Corporation holds 571,030,862 no par value ordinary shares with a value of ZAR 1,142,061,724 constituting 100% of GIC Re South Africa Ltd.'s equity as of 31^st March 2024.

With the objective of becoming a reputed global reinsurer, the Corporation expanded into Lloyd's of London by offering reinsurance capacity to Lloyd's syndicates through quota share capital gearing treaties since 2011. As a capacity provider, the Corporation was required to have its own Corporate Member at Lloyd's, the Corporation acquired I-CAT CCM TEN Ltd., an existing corporate Member company, in November 2013 and renamed it as GIC Re, India, Corporate Member Ltd., which is registered as a private limited company in the UK. The Company commenced reinsurance operations in 2014. The business underwritten by the Company is fully reinsured with the Corporation. The company has not declared payment of any dividend for the year.

GIC Perestrakhovanie LLC (GIC Re Russia) commenced its operations during August 2020. During the year 2022, due to the geopolitical crisis involving Russia and Ukraine, GIC Re Russia restricted its business activity to the Russian Federation only. It has been witnessing a drastic drop in the topline owing to the changed dynamics in the local reinsurance market and therefore, it continues to observe the unfolding situation closely to realign its strategies in the near future. The subsidiary could close its financial year ending on 31^st December 2023 with a gross written premium of 447 million Rubles. The net incurred claim to earned premium ratio was 73.9%.

The shares of the Corporation are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

The Corporation has not accepted any deposits under Section 73 of the Companies Act, 2013.

The Board of Directors of the Corporation as on 31^st March 2024 consisted of Six (6) Directors, comprising of Four (4) Independent Directors, One (1) Government Nominee Director and One (1) Executive Director including Chairman and Managing Director. None of the Directors are related to any other Director of the Corporation.

The details pertaining to composition and change in Board, committees, KMP and senior management, details of meetings are provided under Corporate Governance Report.

All the Independent directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations. The Independent directors have confirmed that they have registered with the database maintained by the Indian Institute of Corporate Affairs (IICA).

The Corporation, being a Government Company, is under the administrative control of Ministry of Finance (MoF), the power to appoint Directors (including Independent Directors) vests with the Government of India. The appointment of Directors is done by MoF after due processes involving screening, review and compliances. In the opinion of the Board, the Independent Directors possess integrity and the requisite expertise and experience.

The Corporation being a Government Company, is exempted to furnish information under Section 134(3)(e) of the Companies Act, 2013 vide MCA Notification dated 5^th June 2015.

The Corporation, being a Government Company, the remuneration payable to Key Managerial Persons and other employees are as per the Government of India norms.

The Corporation has in place a Code of Conduct to regulate, monitor and report trades in securities by Directors, Employees & Connected Persons which is in conformity with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code is applicable to the Employees of the Corporation, Designated Persons, and their Immediate Relatives and Connected Persons, to the extent applicable. The objective of the Code is to prohibit insider trading in any manner by the Designated Persons and to maintain confidentiality of unpublished price sensitive information and access to information on a ‘need to know' basis.

The Corporation, being a Government Company is subjected to the CVC Guidelines and the Corporation has a separate Vigilance Department administering the Vigilance matters.

The Corporation has a Vigil Mechanism/Whistle Blower Policy approved by the Board and the same is placed on the website of the Corporation.

The Corporation continues to adopt the best practices of Corporate Governance to ensure transparency, integrity and accountability in its functioning. The Corporate Governance Report has been incorporated as a separate section, forming part of this Annual Report.

M/s. Ragini Chokshi & Co. has been engaged by the Corporation to conduct an independent assurance of the sustainability parameters in its Business Responsibility and Sustainability Report as stipulated under Regulation 34 of the SEBI (LODR) Regulations. The Assurance Report and Business Responsibility and Sustainability Report forms part of this Annual Report & has been hosted on the website of the Corporation and can be viewed at www.gicre.in.

In terms of the SEBI (LODR) Regulations, the certification by the Managing Director & CEO and Chief Financial Officer of the Corporation on the financial statements and internal controls relating to financial reporting has been obtained.

Details of Unclaimed Suspense Account as provided by our Registrar and Transfer Agent i.e. KFin Technologies Limited pursuant to Regulation 39 read with Part F of Schedule V of the SEBI (LODR) Regulations, 2015 is as under:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that:

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

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation at the end of the financial year and the profit and loss of the Corporation 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 Companies Act, 2013 for safeguarding the assets of the Corporation 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 control to be followed by the Corporation and that such Internal Financial Controls are adequate and are operating effectively; and

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

There has been no material changes and commitment affecting the financial position of the Corporation which occurred between the end of the financial year of the Corporation to which the financial statements relate and the date of this report.

There are no significant material orders passed by the regulator/courts/tribunal which would impact the going concern status of the Corporation and its future operation.

Annual Return in Form MGT-7 pursuant to the Companies Act, 2013 is posted on website of the Corporation, www.gicre.in.

The Corporation held Seven (7) Board meetings during financial year 2023-24 as detailed below: 25^th May 2023 8^th July 2023 29^th July 2023 10^th August 2023 9^th November 2023 8^th December 2023 7^th February 2024

During FY 2023-24, the Corporation was in compliance with the mandatorily applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings.

As confirmed by the Ministry of Finance, Insurance Division, the Annual Report of the Corporation for the year 2022-23 along with Directors Report were placed before both the Houses of Parliament under Section 394 of the Companies Act, 2013 as per details given below: LOK SABHA 11^th December 2023 RAJYA SABHA 12^th December 2023

The Corporation is grateful to the Insurance Regulatory and Development Authority of India, Government of India, Reserve Bank of India and Securities and Exchange Board of India for their continued cooperation, support and guidance. The Corporation wishes to thank its investors, rating agencies, depositories, Registrar & Share Transfer Agent & Stock Exchanges for their support.

The Corporation would like to express its gratitude for the continued support and guidance received from Principal Director of Commercial Audit and Ex-O_cio Member, Audit Board - I, Mumbai.

The Directors express their appreciation to all employees for their outstanding contributions, support and commitment towards the growth and success of the Organisation. Finally, the Directors wish to express their gratitude to the Members for their trust and support.