The undertaking, executed on July 4, is intended to address potential conflicts of interest that may arise after Prudential agreed to acquire a 75% stake in Bharti Life under definitive agreements signed on May 17, 2026, subject to regulatory approvals and the fulfilment of customary conditions, the filing said.
As part of the arrangement, ICICI Prudential Life will apply to the Insurance Regulatory and Development Authority of India (IRDAI) to reclassify Prudential from a ‘promoter’ to an ‘investor’ under applicable insurance regulations.
The undertaking will remain in force from the date the reclassification application is submitted to IRDAI until the completion of Prudential’s proposed acquisition of Bharti Life or such other date as may be directed by the regulator, filing stated.
During this period, Prudential will abstain from voting on matters requiring a special resolution, provided such matters do not adversely affect its rights or interests in ICICI Prudential Life. It will also arrange for the resignation of its nominee director from the insurer’s board once the company’s board approves the reclassification application and will not nominate another director until the undertaking expires, the filing said.
Following the reclassification, ICICI Bank will vote in favour of appointing or replacing one Prudential-nominated director on the board of ICICI Prudential Life, subject to Prudential continuing to hold at least a 10% stake in the insurer and not holding promoter status or more than a 10% stake in another life insurance company in India.
The filing also noted that if ICICI Prudential Life decides to remove the word “Prudential” from its name following the reclassification, Prudential will support the transition, including coordinating the limited use of the Prudential brand name and the iciciprulife.com domain name.
ICICI Bank said the undertaking will have no impact on its own management or control, with the governance changes applying only to ICICI Prudential Life during the transition period.
