AHMEDABAD, FRIDAY, OCTOBER 10, 2025 WWW.FINANCIALEXPRESS.COM FOLLOW US ON TWITTER & FACEBOOK. APP AVAILABLE ON APP STORE & PLAYSTORE READ TO LEAD VOL NO. XX 112, 42 PAGES, `12.00 P U B L I S H E D F R O M : A H M E D A B A D , B E N G A L U R U , C H A N D I G A R H , C H E N N A I , H Y D E R A B A D , K O C H I , K O L K ATA , L U C K N O W, M U M B A I , N E W D E L H I , P U N E THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFERING OF EQUITY SHARES ON THE MAIN BOARD OF BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”). CANARA HSBC LIFE INSURANCE COMPANY LIMITED (Please scan the QR code to view the RHP) Our Company was incorporated on September 25, 2007 as ‘Canara HSBC Oriental Bank of Commerce Life Insurance Company Limited’, a public limited company under the Companies Act, 1956 and was granted a certificate of incorporation by the Assistant Registrar of Companies, Karnataka, and received a certificate of commencement of business dated January 28, 2008 from the Assistant Registrar of Companies, Karnataka. A fresh certificate of incorporation was granted on March 1, 2013 by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi (now known as Registrar of Companies, Delhi and Haryana (the “RoC”)), pursuant to change in the registered office of our Company from Karnataka to Delhi. Subsequently, pursuant to special resolution passed by our Shareholders at an extraordinary general meeting dated June 3, 2022, the name of our Company was changed to ‘Canara HSBC Life Insurance Company Limited’ and a fresh certificate of incorporation, consequent upon change of name, was issued to our Company by the RoC on June 15, 2022. For further details in relation to changes in name and the Registered Office of our Company, see “History and Certain Corporate Matters - Brief History of our Company” and “History and Certain Corporate Matters - Changes in Registered Office”, each on page 313 of the red herring prospectus dated October 4, 2025 filed with the RoC (the “Red Herring Prospectus” or “RHP”). Registered Office: 8th Floor, Unit No. 808-814, Ambadeep Building, Kasturba Gandhi Marg, Connaught Place, Central Delhi, New Delhi 110 001, Delhi, India Corporate Office: 35th Floor, Tower 1, M3M International Financial Centre, Golf Course Extension Road, Sector 66, Gurugram 122 002, Haryana, India | Contact Person: Vatsala Sameer, Company Secretary and Compliance Officer Tel: +91 0124 4506761; E-mail: investor@canarahsbclife.in; Website: www.canarahsbclife.com | Corporate Identity Number: U66010DL2007PLC248825; IRDAI Registration Number: 136 OUR PROMOTERS: CANARA BANK AND HSBC INSURANCE (ASIA-PACIFIC) HOLDINGS LIMITED INITIAL PUBLIC OFFERING OF UP TO 237,500,000 EQUITY SHARES OF FACE VALUE OF `10 EACH (“EQUITY SHARES”) OF CANARA HSBC LIFE INSURANCE COMPANY LIMITED (“OUR COMPANY” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF `[●] PER EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF `[●] PER EQUITY SHARE) (THE “OFFER PRICE”) AGGREGATING UP TO `[●] MILLION THROUGH AN OFFER FOR SALE (THE “OFFER”) OF UP TO 137,750,000 EQUITY SHARES OF FACE VALUE OF `10 EACH AGGREGATING UP TO `[●] MILLION BY CANARA BANK AND UP TO 4,750,000 EQUITY SHARES OF FACE VALUE OF `10 EACH AGGREGATING UP TO `[●] MILLION BY HSBC INSURANCE (ASIA-PACIFIC) HOLDINGS LIMITED (TOGETHER, THE “PROMOTER SELLING SHAREHOLDERS”) AND OF UP TO 95,000,000 EQUITY SHARES OF FACE VALUE OF `10 EACH AGGREGATING UP TO `[●] MILLION BY PUNJAB NATIONAL BANK (THE “INVESTOR SELLING SHAREHOLDER” AND COLLECTIVELY WITH THE PROMOTER SELLING SHAREHOLDERS, REFERRED TO AS THE “SELLING SHAREHOLDERS”, AND EACH INDIVIDUALLY, AS A “SELLING SHAREHOLDER” AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE” AND SUCH EQUITY SHARES, THE “OFFERED SHARES”). THE OFFER INCLUDES A RESERVATION OF UP TO 1,550,000 EQUITY SHARES OF FACE VALUE OF `10 EACH, AGGREGATING UP TO `[●] MILLION (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). OUR COMPANY IN CONSULTATION WITH THE BRLMS, HAS OFFERED A DISCOUNT OF UP TO [●]% TO THE OFFER PRICE (EQUIVALENT OF `10.00 PER EQUITY SHARE) TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. DETAILS OF THE OFFER FOR SALE BY SELLING SHAREHOLDERS AND WEIGHTED AVERAGE COST OF ACQUISITION PER EQUITY SHARE NAME OF THE SELLING SHAREHOLDER TYPE OF SELLING SHAREHOLDER NUMBER OF SHARES OFFERED / AMOUNT WEIGHTED AVERAGE COST OF ACQUSITION PER EQUITY SHARE (IN `)* Canara Bank Promoter Selling Shareholder Up to 137,750,000 Equity Shares of face value of `10 each aggregating up to `[●] million 10.00 HSBC Insurance (Asia-Pacific) Holdings Limited Promoter Selling Shareholder Up to 4,750,000 Equity Shares of face value of `10 each aggregating up to `[●] million 15.06 Punjab National Bank Investor Selling Shareholder Up to 95,000,000 Equity Shares of face value of `10 each aggregating up to `[●] million *As certified by Bhatia and Bhatia, Chartered Accountants and Brahmayya & Co., Chartered Accountants, pursuant to their certificate dated October 4,2025. 10.00 PRICE BAND: `100.00 TO `106.00 PER EQUITY SHARE OF FACE VALUE OF `10 EACH. THE FLOOR PRICE IS 10.00 TIMES OF THE FACE VALUE OF THE EQUITY SHARES AND THE CAP PRICE IS 10.60 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. WEIGHTED AVERAGE RETURN ON NET WORTH FOR FINANCIAL YEARS 2025, 2024 AND 2023 IS 7.86%. BIDS CAN BE MADE FOR A MINIMUM OF 140 EQUITY SHARES AND IN MULTIPLES OF 140 EQUITY SHARES THEREAFTER. THE PRICE TO EARNINGS RATIO BASED ON DILUTED EPS FOR FISCAL 2025 AT THE FLOOR PRICE IS 81.30 TIMES AND AT THE CAP PRICE IS 86.18 TIMES AS COMPARED TO THE AVERAGE INDUSTRY PEER GROUP P/E RATIO OF 79.37 TIMES FOR FISCAL 2025. A DISCOUNT OF `10.00 PER EQUITY SHARE IS BEING OFFERED TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION. BID/OFFER OPENS TODAY BID/OFFER PERIOD BID/OFFER CLOSES ON TUESDAY, OCTOBER 14, 2025# UPI mandate end time and date shall be at 5.00 p.m. on the Bid/Offer Closing Date. # We offer a comprehensive range of life insurance products tailored for both individual and group (i.e., companies, businesses or organizations) customers. Our offerings primarily include saving and endowment plans, term (pure protection) plans, retirement solutions, group credit life and protection plans and the Pradhan Mantri Jeevan Jyoti Bima Yojana. The Offer is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations. The Equity Shares will get listed on the main board of NSE and BSE. NSE shall be the Designated Stock Exchange. QIB Portion: Not more than 50% of the Net Offer | Non-Institutional Portion: Not less than 15% of the Net Offer Retail Portion: Not less than 35% of the Net Offer Employee Reservation Portion: Up to 1,550,000 Equity Shares of face value of ` 10 each aggregating up to `[●] million IN MAKING AN INVESTMENT DECISION, POTENTIAL INVESTORS MUST ONLY RELY ON THE INFORMATION INCLUDED IN THE RED HERRING PROSPECTUS AND THE TERMS OF THE OFFER, INCLUDING THE RISKS INVOLVED AND NOT RELY ON ANY OTHER EXTERNAL SOURCES OF INFORMATION ABOUT THE OFFER AVAILABLE IN ANY MANNER. IN RELATION TO PRICE BAND, POTENTIAL INVESTORS SHOULD ONLY REFER TO THE PRE-OFFER AND PRICE BAND ADVERTISEMENT DATED OCTOBER 6, 2025 (“PRE-OFFER AND PRICE BAND AD”), READ WITH THE CORRIGENDUM BELOW AND SHOULD NOT RELY ON ANY MEDIA ARTICLES / REPORTS IN RELATION TO THE VALUATION OF THE COMPANY AS THESE ARE NOT ENDORSED, PUBLISHED OR CONFIRMED EITHER BY THE COMPANY OR THE BRLMS. In accordance with the recommendation of committee of Independent Directors of our Company, pursuant to the resolution dated October 6, 2025, the above provided price band is justified based on quantitative factors/ KPIs disclosed in the “Basis for Offer Price” section on page 129 of the RHP vis-a-vis the weighted average cost of acquisition (“WACA”) of primary and secondary transaction(s) as applicable, disclosed in the “Basis for Offer Price” on page 129 of the RHP and provided below in the advertisement. RISK TO INVESTORS For details, refer to the “Risk Factors” section on page 36 of the RHP. 1. Risk of termination or adverse change in our bancassurance arrangements and specifically our distribution agreement with Canara Bank or HSBC India. Bancassurance represents our largest distribution channel. We have non-exclusive distribution agreements with Canara Bank, HSBC India, seven regional rural banks and other bancassurance relationships. The following table sets forth certain information relating to the contribution of our top 1, top 2 and top 10 bancassurance partners to our new business premium for the periods indicated: Particulars 2. Three months ended June 30, 2025 2024 2025 Percentage Percentage Percentage New New New of total New of total New of total New Business Business Business Business Business Business Premium Premium Premium Premium Premium Premium (` in (` in (` in (%) (%) (%) million) million) million) 6,097.94 73.16% 5,334.27 74.85% 22,032.97 70.58% 6,848.66 82.17% 5,965.11 83.70% 25,089.94 80.38% Fiscal 2024 Percentage New of total New Business Business Premium Premium (` in (%) million) 17,791.51 61.33% 21,014.16 72.44% 2023 Percentage New of total New Business Business Premium Premium (` in (%) million) 16,304.93 43.87% 19,729.96 53.09% Top 1 (Canara Bank) Top 2 (Canara Bank and HSBC India) Top 10 (Canara Bank, HSBC 7,675.96 92.09% 6,509.88 91.35% 26,979.74 86.43% 22,678.91 78.18% 21,185.61 57.01% India and Eight Regional Rural Banks)(1)(2) Other Bancassurance 19.31 0.23% 25.76 0.36% 200.78 0.64% 156.83 0.54% 73.98 0.20% Relationships Bancassurance channel 7,695.27 92.33% 6,535.64 91.71% 27,180.52 87.07% 22,835.74 78.71% 21,259.59 57.20% Any regulatory changes affecting the bancassurance business and distribution of insurance products by banks could adversely affect our arrangements with bancassurance partners or restrict our ability to further grow our business through the bancassurance channel, and may have an adverse effect on our business, financial condition, results of operations and prospects. (1). For Fiscals 2025, 2024, 2023 and three months ended June 30, 2024, the eight regional rural banks comprised (i) Karnataka Gramin Bank; (ii) Karnataka Vikas Grameena Bank; (iii) Andhra Pragathi Grameena Bank; (iv) Kerala Gramin Bank; (v) Tripura Gramin Bank; (vi) Himachal Pradesh Gramin Bank; (vii) Tamil Nadu Grama Bank; and (viii) Madhya Pradesh Gramin Bank. (2) With effect from May 1, 2025 (i) Karnataka Vikas Grameena Bank and Karnataka Gramin Bank merged and the merged entity has been renamed Karnataka Grameena Bank; and (ii) Andhra Pragathi Grameena Bank, together with certain other regional banks, merged to form a new entity named Andhra Pradesh Grameena Bank. Consequently, for the three months ended June 30, 2025, the new business premium attributed to the top 10 bancassurance partners reflects the impact of these mergers, i.e., Canara Bank, HSBC India and seven regional banks. Adverse variation in persistency metrics or concentrated surrenders by customers may materially affect our financial performance and shareholder value. Persistency metrics in the context of a life insurance company are used to measure how well a company retains its policyholders over time. Factors such as regulatory policy changes, capital market volatility, diminishing trust in our Company, and weakened financial standings of customers due to adverse economic conditions can result in policy discontinuations, thus reducing persistency. The following table sets forth our persistency ratios (by premium, excluding single premium) for our individual products for the periods indicated: Three months ended June 30, Particulars 2025 9. Three months ended June 30 2025 10. 2025 2024 82.73% 82.54% 80.73% 73.57% 70.32% 71.53% 68.45% 37th month 65.67% 64.45% 64.08% 63.01% 11. 12. 13. 64.36% 60.97% 64.23% 61st month 58.20% 57.00% 57.74% 55.43% 51.97% Any deviation from our expected persistency ratios would have an adverse effect on our financial condition, results of operations and cash flows. Exposure to legal and regulatory changes or non-compliance may materially affect business operations, financial performance, and investor value Our company is subject to a wide range of detailed and evolving laws, regulations, and guidelines issued by the IRDAI and other authorities. These include rules governing registration of corporate agents, restrictions on investments, requirements for issue of capital and transfer of shares, limits on foreign investment, standards for solvency ratios, caps on commissions and management expenses, regulations for unit-linked and non-linked insurance products, and obligations to serve rural and social sectors, among others. If new laws or regulations are introduced by the IRDAI or other authorities covering areas such as product rules, requirements for agents and intermediaries, distribution processes, or financial conditions, this could increase our compliance and operational costs. Such changes may impact our business performance, financial results, and cash flows. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares, price to earnings ratio based on the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. Our price to earnings (“P/E”) ratio based on diluted EPS for Fiscal 2025 is 81.30 and 86.18 times at the lower and upper end of the Price Band, respectively. The average P/E of the listed peer group of our Company is 79.37 for Fiscal 2025 while our Company’s P/E was at a premium of 8.58% at the higher end of the Price Band and premium of 2.43% at the lower end of the Price Band. Price and ratios may not be indicative of the market price of the Company on listing or thereafter. Company is subject to IRDAI inspections and has previously incurred a penalty of `3.10 million. In past during an onsite general inspection of one of our brokers conducted by the IRDAI from October 21, 2024 to October 25, 2024, the IRDAI had made an observation that Company violated certain provision of the Insurance Regulatory and Development Authority of India (Outsourcing of Activities by Indian Insurers) Regulations, 2017 in relation to certain outsourcing services provided by the broker to our Company. While the Company has submitted a response to such observations by way of a letter dated January 31, 2025, our Company has not received a response or any further communication from the IRDAI in this regard. The IRDAI by its order dated December 12, 2014, decided on 19 charges of compliances under IRDAI regulations, guidelines and rules and, among others, directed the Company to take corrective steps, strengthen our processes/systems and internal controls in accordance with relevant regulations and strictly comply with the relevant IRDAI regulations, guidelines and rules. Further on two of the 19 charges, the IRDAI imposed a total penalty of `3.10 million on us. Solvency ratio has declined to 200.42% in the three months ended June 30, 2025. Indian laws and regulations require our Company to maintain a specified level of solvency. Our solvency ratio for the three months ended June 30, 2025, June 30, 2024 and Fiscals 2025, 2024 and 2023 was 200.42%, 223.82%, 205.82%, 212.83% and 251.81%, respectively against the regulatory requirement of at least 150.00%. The table below sets forth our solvency ratio for the periods indicated: 7. 8. Fiscal 2025 2024 2023 444,367 43.63% 45.08% 44.15% 45.21% 373,980 42.89% 1,00,890.20 76,669.16 96,988.42 73,161.18 51,666.33 24.21% 21.43% 24.54% 20.53% 18.10% Any oversight in these hedging strategies, such as misestimating future interest rate movements, incorrect contract specifications or failure to align hedging activities with actual exposures could expose us to heightened financial risks. Risk relating to significant technical complexity involved in embedded value calculations. The process of calculating embedded value is highly technical and complex. If key assumptions alter or if actual experiences deviate from these assumptions, the estimates in the Embedded Value Reports might differ considerably. The Embedded Value Report titled “Reporting Actuary’s Report on Indian Embedded Value as at 31 March 2025” read with the “Reporting Actuary’s Supplementary Report on Indian Embedded Value as at 30 June 2025”, each dated September 25, 2025 have been prepared by the Independent Actuary, Kunj Behari Maheshwari, Partner at Willis Towers Watson Actuarial Advisory LLP, in compliance with the Actuarial Practice Standard 10 (“APS 10”) issued by the Institute of Actuaries of India. This method is distinct from the methodologies applied in other areas, such as the European, traditional, or market consistent embedded value methods, and may not align with the methodologies adopted by other insurance companies. We cannot assure you that future experiences will match the assumptions made in the Embedded Value Report. Weighted Average Return on Net Worth for Financial Years 2025, 2024 and 2023 is 7.86%. Average cost of acquisition of specified securities for our Promoters and the Selling Shareholders Number of Equity Shares acquired Average cost of acquisition per Equity Share (in `)(1) Promoters(2) Canara Bank 484,500,000(3) 10.00 247,000,000 15.06 218,500,000(4) Punjab National Bank 10.00 As certified by Bhatia and Bhatia, Chartered Accountants and Brahmayya & Co., Chartered Accountants, pursuant to their certificate dated October 4, 2025. (2) Also Selling Shareholders. (3) Including one Equity Share of face value of `10 each held by each of Arun Kumar, Rajesh Kumar Singh and Kanimozhi (each as first holder) and two Equity Shares of face value of `10 each held by Santanu Kumar Majumdar (as first holder), each jointly with Canara Bank (as second holder) beneficial interest of which lies with Canara Bank. (4) Equity Shares were originally allotted to Oriental Bank of Commerce. Pursuant to the notification dated March 4, 2020, issued by the Ministry of Finance, Government of India, Oriental Bank of Commerce was amalgamated with Punjab National Bank, with effect from April 1, 2020. Details of price at which specified securities were acquired in the last three years preceding the date of the Red Herring Prospectus by our Promoters, members of the Promoter Group, the Selling Shareholders or Shareholder(s) with rights to nominate Director(s) or other special rights (1) 63.25% 2024 2024 483,951 Name of the Shareholder 65.13% 62.16% Three months ended June 30, 2025 454,714 Guaranteed return policies reserves as proportion of total reserves (in %) 66.03% 2025 As at March 31, 2024 490,490 Reserves for guaranteed return policies (` in million) 75.33% Particulars As at June 30, 2025 Selling Shareholders 84.25% 49th month 6. 2023 Guaranteed return policies as a % of total policies in force (in %) 2023 25th month 5. 2024 Net cash flow from/ (used in) operating activities 3,840.22 (13,507.04) 12,078.07 23,101.12 25,924.96 If we fail to sustain or increase profitability, our business, results of operations and cash flows could be adversely affected. Risk associated with our inability to adequately hedge the risks arising out of our guaranteed return products. Certain of our non-participating products provide a minimum guaranteed return that is payable on death or maturity. The following table reflects certain metrics in relation to our guaranteed return policies, as at the dates indicated: HSBC Insurance (Asia-Pacific) Holdings Limited 13th month 4. 2025 Guaranteed return policies in force (%) 3. Fiscal 2024 Particulars Fiscal 2024 were replaced by Joint Statutory Auditors with effect from September 25, 2025. Risk associated with generating negative cash flows from operating activities in the past. For the three months ended June 30, 2024, our Company has generated negative cash flows from operating activities primarily due to high withdrawal payouts from fund-based group products and partial withdrawals from ULIP policies. The following table sets forth certain information relating to operating cash flows for the periods indicated: (` in million) 14. Name of Shareholder Date of acquisition/allotment of the Equity Shares Face value (in `) Number of Equity Shares acquired Nature of acquisition Acquisition price per Equity Share (in `)(3) Promoters(1)(2) No shares have been acquired by our Promoters in the last three years preceding the date of the Red Herring Prospectus Promoter Group No shares have been acquired by the members of the Promoter Group in the last three years preceding the date of the Red Herring Prospectus Selling Shareholders(2) No shares have been acquired by the Selling Shareholders(2) in the last three years preceding the date of the Red Herring Prospectus Also Selling Shareholders. Also Shareholders with the right to nominate directors or any other special rights. As certified by Bhatia and Bhatia, Chartered Accountants and Brahmayya & Co., Chartered Accountants, pursuant to their certificate dated October 4,2025. Weighted average cost of acquisition for all Equity Shares transacted over the preceding three years, 18 months and one year preceding the date of the Red Herring Prospectus: (1) (2) (3) 15. Period Weighted Average Cost of Acquisition (WACA) (in `)(1) Cap Price is ‘X’ times the WACA(1) Range of acquisition price: lowest price – highest price (in `)(1) Last three years 2023 Solvency Ratio (%) 200.42% 223.82% 205.82% 212.83% 251.81% If we do not meet solvency ratio requirements, we may be subject to regulatory actions and could be forced to raise additional capital. Loss or non-renewal of Canara Bank and HSBC Group Management Services Limited logo licence agreements could negatively affect our business. Our Restated Financial Information and examination report in the Red Herring Prospectus were provided by our Erstwhile Joint Statutory Auditors, who Nil Nil Nil Last 18 months Nil Nil Nil Last one year Nil Nil Nil As certified by Bhatia and Bhatia, Chartered Accountants and Brahmayya & Co., Chartered Accountants, pursuant to their certificate dated October 4,2025. For further details, please refer to “Offer Document Summary-Weighted average cost of acquisition for all Equity Shares transacted over the preceding three years, 18 months and one year preceding the date of this Red Herring Prospectus” on page 28 of the RHP. (1) Continued on next page... Ahmedabad