Directors Report of Star Health and Allied Insurance Company Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the 20^th Annual Report
on business and operations of Star Health and Allied Insurance
Company Limited (the Company), along with the audited financial
statements for the financial year ended 31 March, 2025.

BUSINESS OUTLOOK

The Company received approval from the Insurance Regulatory
and Development Authority of India (IRDAI) on March 16, 2006 to
carry on General Insurance business to underwrite Health, Personal
Accident and Travel Insurance. Since, then the Company had been
servicing the public in the Health insurance segment. The Company
has renewed its IRDAI license within the stipulated time for
cv iro/ior

Considering the awareness and increased demand for Health
Insurance, the Company has designed specialized products for
every segment and strives to be the most admired health insurer.

The Company continues to grow through prudent underwriting
practices, strong retention of premium coupled with diversified
investments portfolio, control over incurred claims ratio and
rationalizing expenses. The Company''s core values - Customer
Centricity, Innovation and Transparency are established
through efficient and effective customer service and robust
digital infrastructure.

FINANCIAL HIGHLIGHTS

Particulars	FY 2024-25	FY 2023-24
Gross Direct Premium	16,716.20	15,254.45
Net Earned Premium	14,822.20	12,938.27
Claims Paid	10.35 3.2/	8,913.60
Net Incurred Claims	10.419.3/	8,59 3.96
Net Commission	2,240.72	1,859.64
Operating Expenses	2,540.61	2,395.36
Investment Income	1,279.03	1,083.11
Profit before Tax	861.05	1,128.85
Profit after Tax	645.86	845.01

CHANGE IN THE NATURE OF BUSINESS

During the year, there has been no change in the nature of the
business of the Company.

INVESTMENTS

The investment assets was ''17,898.37 crores (PY ''15,490.89 crores)
and the weighted average yield on income bearing investments was
7.79 % as on 31 March, 2025 (PY 7.66%).

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION

There are no material changes and commitments affecting the
financial position of the Company.

RESERVES & SURPLUS

The Company has not made any apportionment to Capital Reserve,
Capital Redemption Reserve, General Reserves or any other reserves
including the Debenture Redemption Reserve.

SOLVENCY

IRDAI requires insurance companies to maintain a minimum
solvency of 1.5 times, which is calculated in a manner as specified
in the IRDAI (Actuarial, Finance and Investment) Regulations, 2024.

The solvency position of the Company as at 31 March, 2025 was 2.21
times (PY 2.21 times).

SHARE CAPITAL

During the year, the Company allotted 25,03,078 equity shares
to eligible employees under the Employee Stock Option Scheme
-ESOP 2019.

The equity shares allotted during the year rank paripassu with the
existing equity shares issued by the Company. As on 31 March,
2025 the issued, subscribed and paid-up equity share capital of the
Company stood at ''587.79 crores (PY- 585.28 crores) comprising of
58,77,86,459 equity shares (PY- 58,52,83,381 equity shares) of face
value of ''10 each.

The Company has not issued any equity shares with differential
voting rights or sweat equity shares during the year.

NON-CONVERTIBLE DEBENTURES (NCD''S)

The Company had issued NCD''s that are listed, unsecured, fully paid
up, redeemable and issued in the nature of ''subordinated debt'' in
accordance with IRDAI (Other Forms of Capital) Regulations, 2015,
which was substituted by IRDAI (Registration, Capital Structure,
Transfer of Shares and Amalgamation of Insurers) Regulations, 2024,
SEBI (Issue and Listing of Non-Convertible Securities) Regulations,
2021 and other applicable rules, laws and regulations.

The NCD''s are listed on the Debt market segment of National Stock
Exchange of India Limited.

As at 31 March, 2025, the Company had 4700 outstanding NCD''s
with face value of ''10,00,000 each aggregating to '' 470 crores
(Rupees Four hundred and Seventy crore only). The details of the
NCD''s are as given below.

ISIN	INE575P08032	INE575P08040
Issue Date	29 September, 2021	28 October, 2021
Number of Debentures	4000	700
Face value per Debenture	''10.00,000	''10.00,000
Interest Rate per annum	8.75%	8.75%
Listed / unlisted	Listed	Listed
Call date	30 September, 2026	29 October, 2026
Redemption date	29 September, 2028	29 October, 2028

The Company has ensured to meet its obligations towards NCD''s
and paid the interest to the debenture holders on the respective
due dates.

CREDIT RATING

During the year, for the subordinate debt of 4700 Non-Convertible
Debentures issued by the Company, India Rating and Research
Private Limited has upgraded and assigned rating of - IND AA /
Stable and Care Ratings Limited has reaffirmed and assigned rating
of - IND AA /Stable.

The rating letters can be accessed at

https://d28c6jni2fmamz.cloudfront.net/Credit_Rating_India_

Ratings02102024_fec1ededca.pdf

https://d28c6jni2fmamz.cloudfront.net/Creditratings_Outcome_1_

Apr_2025_a4ec0a99ff.pdf

ISSUER RATING

During the year under review, India Rating and Research Private
Limited and Care Ratings Limited has assigned long-term issuer
rating of AA Stable for the Company.

The issuer rating can be accessed at

https://d28c6jni2fmamz.cloudfront.net/Credit_Rating_India_

Ratings02102024_fec1ededca.pdf

https://d28c6jni2fmamz.cloudfront.net/Credit_

Rating05042024_2a3e45c92f.pdf

LOANS RECEIVED FROM DIRECTORS AND/OR THEIR
RELATIVES:

Your Company has not received any loans from the Directors or their
relatives for the financial year ended 31 March, 2025,

DEPOSITS

The Company has not accepted any deposits from public and no
amount on account of principal or interest on deposits from public
was outstanding as on the date of the Balance Sheet.

DIVIDEND

The Board has not recommended any dividend for the financial year
ended 31 March, 2025.

POLICY ON DIVIDEND DISTRIBUTION

In terms of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Board
of Directors have formulated and adopted the Policy on Dividend
Distribution. The Policy is displayed in the website under web link:
https://d28c6jni2fmamz.cloudfront.net/Dividend_Distribution_
Policy_1db3217dfe.pdf

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

The Company has not paid any dividends during the year and hence
there is no requirement to transfer unpaid or unclaimed dividends
to Investor Education and Protection Fund as on 31 March, 2025.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

Pursuant to section 129 (3)(1) of the Companies Act 2013 (the Act)
read with rule 5 of Companies (Accounts) Rules, 2014 the Company
does not have any associate, Joint Venture or Subsidiary as on 31
March, 2025. Hence, the disclosure under Section 129(2) of the Act
in Form AOC-1 is not applicable.

BOARD OF DIRECTORS

Pursuant to the Insurance Act, 1938 and Regulations framed
thereunder, the Act and relevant rules made thereunder, the SEBI
LODR and IRDAI (Corporate Governance for Insurers) Regulations
2024 (IRDAI CGR 2024), the Company has a strong, independent
and diverse Board with optimum combination of Executive and Non
-Executive Directors.

As on 31 March, 2025, the Board of the Company consisted of nine
(9) Directors, out of which five (5) are Non-Executive Independent
Directors including two (2) women Non-Executive Independent
Directors, three (3) Non-Executive Nominee Directors and one (1)
Managing Director and Chief Executive Officer (MD and CEO).

The Board comprises of members who are eminent persons with
considerable expertise and experience in Insurance, Marketing,
Finance, Public administration and Law.

CHANGE IN THE BOARD OF DIRECTORS-MARCH 31,2025

During the year under review, due to personal reasons and
professional occupancy Mr.Berjis Minoo Desai (DIN: 00153675) has
resigned as Non-Executive Independent Director of the Company
on 23 April, 2024 resulting in resignation before the completion of
his tenure as Non-Executive Independent Director.

Further as per sub-clause (j) of clause (2) of Section C of Schedule V
of SEBI LODR Mr.Berjis Minoo Desai has confirmed that there were
no material reasons behind the said resignation.

MEETINGS OF THE BOARD

During the year under review, six (6) Board meetings were held.

Detailed information on the same is provided in the Report on
Corporate Governance (Annexure 1) which forms part of the
Annual Report.

COMMITTEES OF THE BOARD

The below are the committees constituted by the Board

A. Audit Committee

B. Investment Committee

C. Nomination and Remuneration Committee

D. Corporate Social Responsibility Committee

E. Risk Management Committee

F. Policyholders Protection Grievance Redressal and Claims
Monitoring Committee

G. Stakeholders Relationship Committee

H. Information Technology Committee

I. Board Administrative Committee

The details of composition, terms of reference and number of
meetings held for the respective Committees are available in the
Report on Corporate Governance (Annexure 1), which forms a part
of the Annual Report.

DIRECTORS RETIRING BY ROTATION

In accordance with Section 152 of the Act and the Company''s
Articles of Association, Mr. Deepak Ramineedi, (DIN: 07631768) Non¬
Executive Nominee Director, Safecrop Investments India LLP retires
by rotation in the ensuing Annual General Meeting (AGM) and is
eligible for re-appointment. Mr. Deepak Ramineedi offers himself for
re-appointment. He is not disqualified under Section 164 of the Act.

A resolution seeking the approval of the members and other details
as required under the statutory provisions forms part of the Notice
of the AGM.

INDEPENDENT DIRECTORS

All the Independent Directors of the Company have declared
that they meet the criteria of independence as laid down under
Section 149(6) & (7) of the Act, the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and
Regulation 25 of the SEBI LODR, each as amended.

All the Independent Directors have also confirmed that they have
complied with the Code of Independent Directors prescribed
in Schedule IV of the Act and the Company''s Code of Conduct
(applicable to the Directors including Independent Directors and
Senior Management).

There has been no change in their circumstance affecting their
status as Independent Directors of the Company.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND
PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

The annual evaluation of the Board of Directors, Individual Directors
and Board sub- committees was conducted in accordance with the
provisions of the Act, IRDAI CGR 2024 and the SEBI LODR.

The Company has in place a Board approved performance
evaluation framework, which lays down Guidelines for annual
performance evaluation of the Board and its Committee(s), MD and
CEO, Individual Directors and Independent Directors.

KEY MANAGERIAL PERSONNEL (KMPS)

Pursuant to Section 203 of the Act and IRDAI CGR 2024, the KMPs of
the Company as on 31 March, 2025 are as given below

1. Mr. Anand Roy, MD and CEO

2. Mr. Nilesh Kambli, Chief Financial Officer

3. Ms. Jayashree Sethuraman, Company Secretary

4. Mr. Aneesh Srivastava, Chief Investment Officer

5. Ms. Radha Vijayaraghavan, Chief Compliance Officer

6. Mr. Ashwani Kumar Arora, Appointed Actuary

CHANGES IN KMP

Mr.Vishwajeet Mohnot ceased to be the Chief Compliance Officer
and Ms. Radha Vijayaraghavan was appointed as Chief Compliance
Officer with effect from 30 April, 2024.

Dr. Sriharsha Achar Chief Human Resource Officer was reclassified
as non KMP with effect from 06 May, 2024.

Further on account of re-organisation at top management level,
Mr. Amitabh Jain, Chief Operating Officer, Mr. Himanshu Walia,
Chief Marketing Officer, Mr. Vikas Sharma, Chief Distribution
Officer, Mr. Biju Menon, Chief Business Officer, Mr. Mukesh Sharma,
Chief Digital Transformation Officer and Mr. Vishwajeet Mohnot,
Executive President were re-classified as non- KMP with effect from
30 July, 2024.

Mr. Kapil Punwani resigned as the Chief Risk Officer of the Company
with effect from 22 November, 2024.

Consequent to resignation of Mr. Chandrasekhar Dwivedi as the
Appointed Actuary of the Company with effect from 03 May, 2024,
Mr. Ashwani Kumar Arora was appointed as the Appointed Actuary
of the Company with effect from 18 December, 2024.

POLICY RELATING TO THE NOMINATION AND
REMUNERATION OF DIRECTORS, KMP AND OTHER
EMPLOYEES

The Company has a Board approved Policy relating to Nomination
and Remuneration of the Directors, KMP and Other Employees. The
policy strives to establish an effective governance of compensation
and sound remuneration structure for the Directors, KMPs and other
employees. Further, it aims at preventing situations of conflict of
interest while appointing any employee or member of the Board.

The said policy is hosted on the company''s website under the web
link https://d28c6jni2fmamz.cloudfront.net/Nomination_and_
remuneration_policy_24aee0fd19.pdf

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI LODR, IRDAI CGR 2024, the
Report on Corporate Governance is enclosed as Annexure 1 along

with the certificate from a Practicing Company Secretary certifying
compliance, which is enclosed as Annexure A which forms a part
of the Annual Report.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for the Board and
senior management. The Code is hosted on the company''s website
under the web link https://d28c6jni2fmamz.cloudfront.net/code_
of_conduct_09a08d8c20.pdf

The Board and the Senior Management have affirmed compliance
with the aforesaid code for the financial year ended 31 March, 2025.

The MD and CEO certification in this respect is enclosed
as Annexure - B to the report on Corporate Governance
(Annexure 1), which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of the Act and IRDAI CGR 2024,
the Board has initially constituted Corporate Social Responsibility
Committee ("the Committee") on 08 May, 2014.

During the year under review, consequent to appointment
of Mr. Rajeev Kher as Non-Executive Independent Director of
the Company, the Board reconstituted the CSR Committee on
25 June, 2024.

The Company has formulated the Policy on Corporate Social
Responsibility, which sets out the framework guiding the Company''s
CSR activities. The Policy also sets out the framework for selecting
and implementing CSR activities.

The Policy is hosted on the company''s website under the web
link https://d28c6jni2fmamz.cloudfront.net/Corporate_Social_
Responsibility_Policy_ea3c53aa5e.pdf

The Composition of the Committee, expenditure incurred and the
CSR Activities undertaken during FY 2024-25 forms part of the Report
on CSR (Annexure II), which forms part of the Annual Report.

VIGIL MECHANISM/WHISLE BLOWER POLICY

Pursuant to Section 177(9) of the Act, a vigil mechanism/Whistle
Blower Policy was formulated for directors, employees and all
other stakeholders associated with the company to report to the
management instances of unethical behavior, actual or suspected,
fraud or violation of the Company''s policies and so on.

The details of the disclosure under the Vigil Mechanism/Whistle
Blower Policy are detailed in the Report on Corporate Governance
(Annexure I), which forms part of the Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company''s internal financial control systems have been
implemented with robust processes that protects the interest of
the Company and commensurate with the nature and size of the
business, the complexity of operations and such controls with
reference to the Financial Statements are adequate.

LISTING ON STOCK EXCHANGES

The Company''s equity shares are listed on National Stock Exchange
of India Limited and BSE Limited.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No significant and materials orders were passed by the regulators
or courts or tribunals impacting the going concern status and the
Company''s operations in future. There was no application made or
proceeding pending against the Company under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, the Company did not transfer any shares or
unclaimed dividends to IEPF.

AUDITORS

A. Statutory Auditors

M/s. Brahmayya & Co, Firm Registration Number: 000511S and
M/s. V Sankar Aiyar & Co, Firm Registration Number: 109208W
retired as the joint statutory auditors of the Company at the
19^th AGM of the Company.

M/s. T R Chadha & Co LLP (FRN: 006711N) and M/s. MSKA
& Associates (FRN: 105047W) were appointed as the joint
statutory auditors for a term of 4 years commencing from the
conclusion of the Nineteenth AGM of the Company till the
conclusion of the Twenty-third AGM of the Company.

The joint statutory auditors were present in the last AGM.

B. Secretarial Auditor

Pursuant to 204 of the Act and the SEBI LODR, M /s. Chitra
Lalitha & Associates, a firm of Practicing Company Secretaries,
were appointed as Secretarial Auditors of the Company for
FY 2024-25.

C. Concurrent Auditor

M/s. Singhi & Co, Chartered Accountants were appointed
as Concurrent Auditors to carry out concurrent audit of the
investment functions for FY 2024-25.

D. Internal Auditor

The Company has an in-house Internal Audit team. They
effectively carry out the internal audit of all the functions of
the Company, highlight areas that require attention and report
their findings and recommendations to the Audit Committee
of the Board. The internal audit team is assisted by Internal
Audit partner Ernst & Young. The Audit Committee reviews the
audit findings, the actions taken thereon, and the effectiveness
of the internal control systems on a quarterly basis.

AUDIT REPORTS, QUALIFICATIONS AND ADVERSE
REMARKS

The Company did not receive any audit qualifications/adverse
remarks from the Statutory Auditors, Secretarial Auditors, Concurrent
Auditors and Internal Auditors for FY 2024-25.

As required under the Act and SEBI LODR, the Secretarial Audit
Report forms part of the Annual Report as Annexure III.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there were no instances of frauds
reported by the Joint Statutory Auditors and Secretarial Auditors
under Section 143(12) of the Act to the Audit Committee or Board
of Directors of the Company.

MAINTENANCE OF COST RECORDS

Being a Health Insurance Company, the Company is not required to
maintain cost records under Section 148(1) of the Act.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance
with the provisions of Secretarial Standards i.e. SS-1 and SS-2, issued
by the Institute of Company Secretaries of India, as amended from
time to time with respect to Meetings of Board and its Committees
and General Meetings respectively. The systems are adequate and
operate effectively.

RELATED PARTY TRANSACTIONS

In compliance with Section 188 of the Act read with the Rules made
thereunder, Regulation 23 of SEBI LODR and the IRDAI CGR 2024 the
Company has formulated a Policy on Related Party Transactions.
The Policy is hosted on the company''s website at: https://
d28c6jni2fmamz.cloudfront.net/Related_Party_Transactions_
Policy_ab744f2a20.pdf

The Audit Committee had accorded omnibus approval for related
party transactions and the Audit Committee on a quarterly basis
reviews all the related party transactions. There were no material
transactions of the Company with any of its related parties. Hence,
the requirement for Members approval and disclosure of Related
Party Transactions as required under Section 134(3)(h) of the Act in
Form AOC-2 did not arise.

The details of related party transactions are disclosed in Note
No.5.2.7 of the Notes to Financial Statements for FY 2024-25.

ANNUAL RETURN

Pursuant to Section 92(3), Section 134 of the Act read with Rule 11
of the Companies (Management and Administration) Rules, 2014, as
amended, the Annual Return in Form MGT-7 for FY 2024-25 will be
hosted on the website of the Company under the web link: https://
d28c6jni2fmamz.cloudfront.net/MGT_725_f4f2ac2271.pdf

RISK MANAGEMENT FRAMEWORK

The Board of Directors have constituted a Risk Management
Committee, which regularly assesses the risk and advises suitable
measures to mitigate the same. The Board approved Enterprise Risk
Management policy sets out the framework for risk management,
and mitigation.

The Chief Risk officer is responsible for identification, reporting
and monitoring the risks and reports to the Risk Management
Committee on a quarterly basis.

In the opinion of the Board there are no elements having significant
impact on the Company.

PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at the
workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at the Workplace. The detailed
disclosure on the same is provided in the Report on Corporate
Governance (Annexure 1) which forms part of the Annual Report.

The statement as required under Companies (Accounts) Second
Amendment Rules. 2025 as on 31 March, 2025 is given below

(a) number of complaints of sexual harassment received in the
year: 9

(b) number of complaints disposed off during the year; 6 and

(c) number of cases pending for more than ninety days :1

MATERNITY BENEFIT ACT 1961

The Company is in compliance with all provisions of the Maternity
Benefit Act 1961.

PARTICULARS OF REMUNERATION -EMPLOYEES

The statement containing particulars of employees as required
under Section 197 of the Act read with Rule 5(1) and Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of the Annual Report as
Annexure IV.

The statement containing particulars of employees as required under
Section 197 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 forms
part of the Annual Report. Pursuant to Section 136 of the Act, the
Annual Report including Financial Statements are being sent to the
Members of the Company excluding the aforesaid statement.

Further, in terms of Section 136 of the Act, the said annexure is open
for inspection and any Member interested in obtaining a copy of
the same may write to the Company Secretary of the Company at
[email protected]

FOREIGN EXCHANGE - EARNINGS AND OUTGO

('' in crores)

Description	FY 2024-25	FY 2023-24
Foreign Exchange Earnings	0.87	-
Foreign Exchange Outflow	3.97	2.73

CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION:

The details of energy and technology absorption is disclosed in
Business Responsibility and Sustainability Report for the year ended
31 March, 2025 and forms part of the Annual Report as Annexure V.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI LODR read with the
various circulars issued by SEBI the report on BRSR for FY 2025 forms
part of the Annual Report as Annexure V

The Report is hosted on the Company''s website under the web link
https://www.starhealth.in/investors/sebi-equity-disclosures/

MANAGEMENT''S DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI LODR, the Management''s
discussion and analysis forms part of the Annual Report.

APPLICATION / PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications or proceedings filed or pending under
the Insolvency and Bankruptcy Code 2016 that would impact the
operations of the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF.

During the year, the Company has not done any one- time
settlement nor availed any loans from Banks or Financial Institutions.

MANAGEMENT REPORT

In accordance with Part IV, Schedule B of the IRDAI (Actuarial,
Finance and Investment Functions of Insurers) Regulations, 2024,
the Management Report forms a part of the financial statements.

EMPLOYEE STOCK OPTION PLAN (ESOP)-

The Company has introduced Employee Stock Option Plan to
motivate the eligible employees and to give them an opportunity to
participate in the Company''s growth, thereby, acting as a retention
tool as well as to align the efforts of such talent towards long term
value creation in the organization and attract new talent.

ESOP 2019

The Board and the Members vide their resolution dated 6 August, 2019 had approved the ESOP 2019 for issuance and allotment of 2,40,05,326
(Two crore, Forty lakhs, Five thousand, Three Hundred and Twenty Six) equity shares under the said plan, out of which 2,20,80,622 (Net)
options were granted till FY 2024-25 to the employees.

In compliance with Section 62(1) (b) of the Act, rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, as amended, the
salient features of the ESOP 2019 are stated as below:

Particulars			ESOP- 2019
(a)	Options granted (Net)		2,20,80,622
(b)	Options vested		1,89,81,634
(c)	Options exercised		1,57,28,411
(d)	The total number of shares arising as a result of exercise of option		1,57,28,411
(e)	Number of Options lapsed		35,06,218
(f)	The exercise price in ''	142.43 | 480.50 | 486.00 |488.96 | 528.53 | 555.75 | 584.30 | 593.70 | 604.85 | 607.55 | 613.35 | 711.60 | 719.05
(g)	Variation of terms of options		Nil
(h)	Money realized by exercise of options		'' 2,40,97,78,357
(i)	Total number of options in force (Outstanding Options)		63,52,211
(j)	Options granted to Key Managerial Personnel as on 31 March, 2025		53,46,715
Key managerial personnel		Name of the KMP Mr. Anand Roy Mr. Nilesh Kambli Mr. Aneesh Srivastava Ms. Jayashree Sethuraman Ms. Radha Vijayaraghavan	No. of Options Granted 33,60,746 12,11,028 7,42,985 21,956 10,000
(ii)	Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.		Nil
(iii)	1 dentified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;		Nil

ESOP 2024

The Board of Directors in their meeting on 11 February, 2025 had approved the Employee Stock Option Plan 2024 and the same was
subsequently approved by the Shareholders vide Postal Ballot dated 15 March, 2025.

The Stock Exchanges have granted the in principle approval for the scheme on 17 June, 2025.

In compliance with Section 62(1) (b) of the Act, rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, as amended, the
salient features of the ESOP 2024 are stated as below:

Particulars		ESOP- 2024
(a)	Options granted (Net)	Nil
(b)	Options vested	Nil
(c)	Options exercised	Nil
(d)	The total number of shares arising as a result of exercise of option	Nil
(e)	Options lapsed	Nil
(f)	The exercise price	Nil
(g)	Variation of terms of options	Nil
(h)	Money realized by exercise of options	Nil
(i)	Total number of options in force	Nil
(j)	Options granted to Key Managerial Personnel as on 31 March, 2025	Nil
(ii)	Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	Nil
(iii)	Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;	Nil

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work
performed by the internal, statutory and secretarial auditors and
the reviews performed by management and the relevant Board sub¬
Committees, the Board is of the opinion that the Company''s internal
financial controls were adequate and effective during FY 2024-25.

Pursuant to Section 134(5) of the Act and in accordance with
Insurance Act, 1938, the Board of Directors, to the best of its
knowledge and ability, confirm that:

a) in the preparation of the Annual Accounts for the year ended
31 March, 2025 the applicable Accounting Standards have
been followed and there are no material departures;

b) appropriate accounting policies have been selected and
applied consistently and such judgments and estimates that
are reasonable and prudent have been made so as to give
a true and fair view of the state of affairs of the Company as
at the end of the financial year ended 31 March, 2025 and
of the profit of the Company for the financial year ended 31
March, 2025;

c) proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the
Company and for preventing and detecting fraud and
other irregularities;

d) the financial statements have been prepared on a ''going
concern'' basis;

e) internal financial controls had been laid down to be followed
by the company and that such internal financial controls are
adequate and are operating effectively;

f) proper systems are devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate
and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to thank the officials and members of IRDAI
for their continued guidance and support to your Company. The
support and co-operation extended by all the shareholders and
stakeholders merit appreciation. The Directors express their sincere
appreciation to the employees of the Company at all levels for their
hard work, dedication and commitment.

The Directors also thank the Bankers, Corporate partners and
customers for their valued support to your Company.

For and on behalf of the Board
Anand Roy

Place: Chennai Managing Director &CEO

Date: 29 July, 2025 DIN: 08602245

---

Mar 31, 2024

The Directors have pleasure in presenting the 19^th Annual Report on business and operations of Star Health and Allied Insurance Company Limited (the Company), along with the audited financial statements for the financial year ended March 31,2024.

BUSINESS OUTLOOK

The Company received the approval from the Insurance Regulatory and Development Authority of India (IRDAI) on March 16, 2006 to carry on General Insurance business to underwrite Health, Personal Accident and Travel Insurance. Since, then the Company had been servicing the public in the Health insurance segment. The Company has renewed its IRDAI license within the stipulated time on January 10, 2024.

Considering the awareness and increased demand for Health Insurance, the Company has designed specialized products for every segment and strives to be the most admired health insurer.

The Company continues to grow through prudent underwriting practices, strong retention of premium coupled with diversified investments portfolio, control over incurred claims ratio and rationalizing expenses.

The Company''s core values - Customer Centricity, Innovation and Transparency are established through efficient and effective customer service and robust digital infrastructure.

CHANGE IN THE NATURE OF BUSINESS

During the year, there has been no change in the nature of the business of the Company.

FINANCIAL HIGHLIGHTS

Particulars	FY 2023-24	FY 2022-23
Gross Direct Premium	15,254.45	12,952.47
Net Earned Premium	12,938.27	11,261.59
Claims Paid	8,913.60	7,781.38
Net Incurred Claims	8,599.94	7,320.40
Net Commission	1,853.65	1,682.77
Operating Expenses	2,394.42	2,053.81
Investment Income	1,084.10	834.56
Profit before Tax (PBT)	1,128.85	826.40
Profit after Tax (PAT)	845.01	618.59

INVESTMENTS

The investment assets was '' 15,490.89 Crore (PY '' 13,413.10 Crore) and the weighted average yield on income bearing investments was 7.66% as on March 31,2024 (PY 6.94%).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments affecting the financial position of the Company.

RESERVES & SURPLUS

The company has not made any apportionment to Capital Reserve, Capital Redemption Reserve, General Reserves or any other reserves including the Debenture Redemption Reserve.

SOLVENCY

IRDAI requires insurance companies to maintain a minimum solvency of 1.5 times, which is calculated in a manner as specified in the IRDAI (Actuarial, Finance and Investment) Regulations, 2024.

The solvency position of the Company as at March 31,2024 was 2.21 times as compared to 2.14 times as at March 31,2023.

SHARE CAPITAL

During the year, the Company allotted 36,06,033 equity shares to eligible employees under the Employee Stock Option Scheme -ESOP 2019.

The equity shares allotted during the year rank paripassu with the existing equity shares issued by the Company.

As on March 31, 2024 the issued, subscribed and paid-up equity share capital of the Company stood at '' 585.28 Crore (PY- '' 581.68 Crore) comprising of 58,52,83,381 equity shares (PY- 581,677,348 equity shares) of face value of '' 10 each.

The Company has not issued any equity shares with differential voting rights or sweat equity shares during the year.

NON-CONVERTIBLE DEBENTURES (NCD''S)

The Company had issued NCD''s that are listed, unsecured, fully paid up, redeemable and issued in the nature of ''subordinated debt'' in accordance with IRDAI (Other Forms of Capital) Regulations, 2015, (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and other applicable rules, laws and regulations in FY 2021-22.The NCD''s are listed on the Debt market segment of National Stock Exchange of India Limited.

As at March 31,2024, the Company had 4700 outstanding NCD''s with face value of ''10,00,000 each aggregating to '' 470 Crore (Rupees Four hundred and Seventy crore only). The details of the NCD''s are as given below.

Issue Date	Number of Debentures	Face value per Debenture	Interest Rate per annum	Listed / unlisted	Redemption date	Call option, if any
September 29,2021	4000	''10.00,000	8.75%	Listed	September 29,2028	September 29, 2026
October 28,2021	700	''10.00,000	8.75%	Listed	October 29,2028	October 29, 2026

The Company has ensured to meet its obligations towards NCD''s and paid the interest to the debenture holders on the respective due dates.

CREDIT RATING

During the year, India Rating and Research Private Limited assigned, IND AA-/Stable, for the subordinate debt of 4700 Non-Convertible Debentures issued by the Company.

The rating letter is displayed in the website under the web link https://d28c6jni2fmamz.cloudfront.net/Star_Health_And_Allied_ Insurance_Company_Limited_Rating_Letter_17207_1_f164491a57. pdf

Subsequently on April 05, 2024, the subordinate debt of the Company has been assigned a rating of AA Stable by Care Ratings Limited. The rating letter is displayed in the website under the web link: https://d28c6jni2fmamz.cloudfront.net/Credit_ Rating05042024_2a3e45c92f.pdf

ISSUER RATING

During the year India Rating and Research Private Limited assigned long-term issuer rating of IND AA/Stable, to the Company. The rating letter is displayed in the website under the web link https://d28c6jni2fmamz.cloudfront.net/Star_Health_And_Allied_ Insurance_Company_Limited_Rating_Letter_17207_1_f164491a57. pdf

Subsequently on April 05, 2024, the Company was assigned issuer rating of AA Stable by Care Ratings Limited. The rating letter is displayed in the website under the web link: https://d28c6jni2fmamz. cloudfront.net/Credit_ Rating05042024_2a3e45c92f.pdf

LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The provisions of Section 186 of the Companies Act 2013 (Act) except sub-section 1 thereof is not applicable for your Company. The company has not made any investments under Section 186 (1) of the Act.

LOANS RECEIVED FROM DIRECTORS AND/OR THEIR RELATIVES:

During the year under review, your Company has not received any loans from the Directors or their relatives.

DEPOSITS

The Company has not accepted any deposits from public and no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

DIVIDEND

The Board has not recommended any dividend for the financial year ended March 31,2024.

POLICY ON DIVIDEND DISTRIBUTION

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), the Board of Directors have formulated and adopted the Policy on Dividend Distribution. The Policy is displayed in the website under web link https://d28c6jni2fmamz.cloudfront.net/Dividend_Distribution_ Policy_1db3217dfe.pdf

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has not paid any dividends during the year and hence there is no requirement to transfer unpaid or unclaimed dividends to Investor Education and Protection Fund as on March 31,2024.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to section 129 (3) (1) of the Act read with rule 5 of Companies (Accounts) Rules, 2014 the Company does not have any associate, Joint Venture or Subsidiary as on March 31, 2024. Hence, the disclosure under Section 129(2) of the Act in Form AOC-1 is not applicable.

BOARD OF DIRECTORS

Pursuant to the Insurance Act, 1938 and Regulations framed thereunder, the Act and relevant rules made thereunder, the SEBI LODR and IRDAI (Corporate Governance for Insurers) Regulations 2024 ("IRDAI CGR 2024") the Company has a strong, independent and diverse Board with optimum combination of Executive and Non -Executive Directors.

As on March 31,2024, the Board of the Company consisted of nine (9) Directors, out of which five (5) are Non-Executive Independent Directors including two (2) women Non-Executive Independent

Directors, three (3) Non-Executive Nominee Directors and one (1) Managing Director & Chief Executive Officer(CEO).

The Board comprises of members who are eminent persons with considerable expertise and experience in Insurance, Marketing, Finance, Public administration and Law.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act.

All the Independent Directors of the Company have submitted the declaration confirming that they fulfill the criteria of independence as prescribed under the Act and the SEBI LODR. There has been no change in circumstances affecting their status as Independent Directors of the Company.

CHANGE IN THE BOARD OF DIRECTORS-MARCH 31,2024

During the year under review, three (3) directors had tendered resignation. The details of the same are as given below.

Name & DIN of the Director Category Designation Date of appointment Date of Cessation

Mr.Venkatasamy Jagannathan Executive Chairman cum Managing Director 17-06-2005 16-12-2019

^{DIN: 01196055} Chairman & CEO 16-12-2019 10-06-2023

Dr. Subbarayan Prakash Executive Managing Director 16-12-2019 26-06-2023

DIN: 08602227

Mr. Kaarthikeyan Non-Executive Independent Director 10-12-2019 10-07-2023

Deverayapuram Ramasamy

DIN:00327907_

MEETINGS OF THE BOARD

During the year under review, eight (8) Board meetings were held.

Further details, are provided in the Report on Corporate Governance, which forms a part of the Annual Report.

COMMITTEES OF THE BOARD

The below are the committees constituted by the Board

A. Audit Committee

B. Investment Committee

C. Nomination and Remuneration Committee

D. Corporate Social Responsibility Committee

E. Risk Management Committee

F. Policyholders Protection Grievance Redressal and Claims Monitoring Committee

G. Stakeholder Relationship Committee

H. Information Technology Committee

I. Board Administrative Committee

The details of composition, terms of reference and number of meetings held for respective Committees are available in the Report on Corporate Governance, which forms a part of this Annual Report.

DIRECTORS RETIRING BY ROTATION

In accordance with Section 152 of the Act and the Company''s Articles of Association, Mr. Deepak Ramineedi, (DIN: 07631768) Nominee Director, Safecrop Investments India LLP retires by rotation in the ensuing AGM and is eligible for re-appointment. Mr Deepak

Ramineedi offers himself for re-appointment. He is not disqualified under Section 164 of the Act. A resolution seeking the approval of the members and other details as required under the statutory provisions forms part of the Notice of the AGM.

INDEPENDENT DIRECTORS

All Independent Directors of the Company have declared that they meet the criteria of independence as laid down under Section 149(6) & (7) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and Regulation 25 of the SEBI LODR, each as amended. All the Independent Directors have also confirmed that they have complied with the Code of Independent Directors prescribed in Schedule IV of the Act and the Company''s Code of Conduct (applicable to the Directors including Independent Directors and Senior Management). There has been no change in their circumstance affecting their status as Independent Directors of the Company.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The annual evaluation of the Board of Directors, Individual Directors and Board sub- committees was conducted in accordance with the provisions of the Act, IRDAI CGR 2024 and the SEBI LODR.

The Company has in place a Board approved performance evaluation framework, which lays down Guidelines for annual performance evaluation of the Board and its Committee(s), Managing Director & Chief Executive Officer, Chairperson, Individual Directors and Independent Directors.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to Section 203 of the Act and IRDAI CGR 2024, the KMP of the Company as on March 31,2024 are as given below

1. Mr. Anand Roy, Managing Director & CEO

2. Mr. Nilesh Kambli, Chief Financial Officer

3. Ms. Jayashree Sethuraman, Company Secretary

4. Mr. Amitabh Jain, Chief Operating Officer

5. Mr. Aneesh Srivastava ,Chief Investment Officer

6. Mr. Himanshu Walia ,Chief Marketing Officer

7. Mr. Vikas Sharma ,Chief Distribution Officer

8. Mr. Biju Menon, Chief Business Officer

9. Mr. Mukesh Sharma, Chief Digital Transformation Officer

10. Dr. Sriharsha Anant Achar, Chief Human Resource Officer

11. Mr. Vishwajeet Mohnot, Chief Compliance Officer

12. Mr. Chandrashekhar Dwivedi, Appointed Actuary

13. Mr. Kapil Punwani, Chief Risk Officer

CHANGES IN KMP

During the year under review Mr. Amitabh Jain, Chief Operating Officer, Mr. Himanshu Walia, Chief Marketing Officer, Mr. Vikas Sharma, Chief Distribution Officer w.e.f June 26, 2023, Mr.Chittibabu N, Chief Innovation Officer, Mr. Biju Menon, Chief Business Officer, Mr. Mukesh Sharma, Chief Digital Transformation Officer w.e.f July 28, 2023, Mr. Vishwajeet Mohnot, Chief Compliance Officer w.e.f August 15, 2023 were appointed as KMPs of the Company.

Further on account of re-organisation at top management level during the year under review Dr K Harikrishnan, Mr. S Sundaresan, and Mr. K C Kumar w.e.f July 28, 2023 and Mr. V Jayaprakash w.e.f August 14, 2023 were re-classified as non- KMP.

Dr Subbarayan Prakash, Strategic Management Executive w.e.f November 27, 2023, Mr. Chittibabu N, Chief Innovation Officer w.e.f February 18, 2024 and Mr. Chandrashekhar Dwivedi, Appointed Actuary w.e.f May 03, 2024 resigned from the services of the Company.

Dr P M Nair and Mr. A G Gajapathy retired from the services of the Company w.e.f July 01,2023 and May 31,2023 respectively.

POLICY RELATING TO THE NOMINATION AND REMUNERATION OF DIRECTORS, KMP AND OTHER EMPLOYEES

The Company has a Board approved Policy relating to Nomination and Remuneration of the Directors, KMP and Other Employees. The policy strives to establish an effective governance of compensation and sound remuneration structure for the Directors, KMP and other employees. Further, it aims at preventing situations of conflict of interest while appointing any employee or member of the Board. The said policy is hosted on the company''s website under the web link https://d28c6jni2fmamz.cloudfront.net/Nomination_and_ remuneration_policy_24aee0fd19.pdf

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI LODR, IRDAI CGR 2024, the Report on Corporate Governance is enclosed as Annexure 1 along

with the certificate from a Practicing Company Secretary certifying compliance, which is enclosed as Annexure A.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for the Board and senior management. The Code is hosted on the company''s website under the web link https://d28c6jni2fmamz.cloudfront.net/code_of_ conduct_09a08d8c20.pdf.

The Board and the Senior Management have affirmed compliance with the aforesaid code for the financial year ended March 31,2024. The Managing Director & CEO certification in this respect is enclosed as Annexure - B to the report on Corporate Governance, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of the Act and IRDAI CGR 2024, the Board has initially constituted Corporate Social Responsibility Committee ("the Committee") on May 08, 2014 and the Board subsequently reconstituted the Committee on May 23, 2021 and July 28, 2023.

The Company has formulated the Policy on Corporate Social Responsibility, which sets out the framework guiding the Company''s CSR activities. The Policy also sets out the framework for selecting and implementing CSR activities. The Policy is hosted on the company''s website under the web link https://d28c6jni2fmamz.cloudfront.net/ Corporate_Social_Responsibility_Policy_ea3c53aa5e.pdf

The average net profit or loss of the company for the three preceding financial years aggregates to '' (672.02) crore.

In view of the above, the obligation to create CSR Corpus for incurring the CSR Expenditure and preparation of Annual plan for the financial year ended March 31,2024 did not arise.

However, during FY 24, considering the on-going projects and other individual projects undertaken by the Company during the preceding years, the company on a voluntary basis has created CSR budget aggregating to ''1.67 Crore and the Company has spent the same for FY 24.

The company has incurred ''1.57 crore towards its ongoing projects and ''0.10 crore towards other individual projects.

The Composition of the Committee and the Report on the CSR Activities undertaken by the Company during FY 24 forms part of the Annual Report as Annexure II.

VIGIL MECHANISM/WHISLE BLOWER POLICY

Pursuant to Section 177(9) of the Act, a vigil mechanism/Whistle Blower Policy was formulated for directors, employees and all other stakeholders associated with the company to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s policies and so on.

The details of the disclosure under the Vigil Mechanism/Whistle Blower Policy are detailed in the Report on Corporate Governance, which forms part of the Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company''s internal financial control systems have been implemented with robust processes that protects the interest of the Company and commensurate with the nature and size of the business, the complexity of operations and such controls with reference to the Financial Statements are adequate.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No significant and materials orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

AUDITORS

A. Statutory Auditors

The Members of the Company had approved the appointment of M/s Brahmayya & Co (FRN: 000511S) and V. Sankar Aiyar & Co (FRN:109208W) as the joint statutory auditors of the Company for a term of 5 years commencing from the conclusion of the 14^th AGM of the Company till the conclusion of the 19^th AGM of the Company .

The Statutory Auditors were present in the last AGM.

B. Secretarial Auditor

Pursuant to 204 of the Act and the SEBI LODR, M /s. Chitra Lalitha & Associates, a firm of Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for FY 24.

C. Concurrent Auditor

M/s. Singhi & Co, Chartered Accountants were appointed as Concurrent Auditors to carry out concurrent audit of the investment functions for FY 24.

D. Internal Auditor

The Company has an in house Internal Audit team. They effectively carry out the internal audit of all the functions of the Company, highlight areas that require attention and report their findings and recommendations to the Audit Committee of the Board. The Audit Committee reviews the audit findings, the actions taken thereon, and the effectiveness of the internal control systems on a quarterly basis.

AUDIT REPORTS, QUALIFICATIONS AND ADVERSE REMARKS

The Company did not receive any audit qualifications/adverse remarks from the Statutory Auditors, Secretarial Auditors, Concurrent Auditors and Internal Auditors for FY 24.

As required under the Act and SEBI LODR, the Secretarial Audit Report forms part of the Annual Report as Annexure III.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there were no instances of frauds reported by the Joint Statutory Auditors and Secretarial Auditors

under Section 143(12) of the Act to the Audit Committee or Board of Directors of the Company.

MAINTENANCE OF COST RECORDS

Being a Health Insurance Company, the Company is not required to maintain cost records under Section 148(1) of the Act.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, as amended from time to time with respect to Meetings of Board and its Committees and General Meetings respectively. The systems are adequate and operate effectively.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI LODR, the Company has formulated a Policy on Related Party Transactions. The Policy is hosted on the company''s website under the web link: https:// d28c6jni2fmamz.cloudfront.net/Related_Party_Transactions_Policy_ ab744f2a20.pdf

The Audit Committee had accorded Omnibus approval for related party transactions and all the Related Party Transactions are reviewed by the Audit Committee on a quarterly basis. There were no material transactions of the Company with any of its related parties. Hence, the requirement for Members approval and disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 did not arise.

The details of related party transactions are disclosed in Note No.5.2.6 of the Notes to Financial Statements for FY 24.

ANNUAL RETURN

Pursuant to Section 92(3), Section 134 of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return in Form MGT-7 for FY 24 will be hosted on the website of the Company under the web link https://www. starhealth.in/investors/companies-act-2013-disclosures/#annual-return

RISK MANAGEMENT FRAMEWORK

The Board of Directors have constituted a Risk Management Committee, which regularly assesses the risk and advises suitable measures to mitigate the same. The Board approved Enterprise Risk Management policy sets out the framework for risk management, and mitigation.

The Chief Risk officer is responsible for identification, reporting and monitoring the risks and reports to the Risk Management Committee on a quarterly basis.

In the opinion of the Board there are no elements having significant impact on the Company.

PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace. The Policy aims at providing protection to employees at the workplace and for the

prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment.

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Further details in this respect forms part of the Report on Corporate Governance.

PARTICULARS OF REMUNERATION -EMPLOYEES

The statement containing particulars of employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure IV.

The statement containing particulars of employees as required under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Pursuant to the provisions of the Act, the Annual Report including Financial Statements are being sent to the Members of the Company excluding the aforesaid statement. Further in terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company at [email protected]

FOREIGN EXCHANGE - EARNINGS AND OUTGO

Description	FY 2023-24	FY 2022-23
Foreign Exchange Earnings	-	-
Foreign Exchange Outflow	1.79	2.05

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The details of energy and technology absorption is disclosed in Business Responsibility and Sustainability Report for the year ended March 31,2024 and forms part of the Annual Report as Annexure V.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations read with the various circulars issued by SEBI the report on BRSR for FY 24 forms part of the Annual Report as Annexure V.

The Report is hosted on the Company''s website under the web link https://www.starhealth.in/investors/sebi-equity-disclosures/

MANAGEMENT''S DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI LODR, the Management''s discussion and analysis forms part of the Annual Report.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications or proceedings filed or pending under the Insolvency and Bankruptcy Code 2016 that would impact the operations of the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year, the Company has not done any one- time settlement nor availed any loans from Banks or Financial Institutions.

MANAGEMENT REPORT

In accordance with Part IV, Schedule B of the IRDAI (Preparation of Financial statements and Auditor''s Report of Insurance Companies) Regulations 2002, the Management Report forms a part of the financial statements.

EMPLOYEE STOCK OPTION PLAN (ESOP)- ESOP 2019

In order to motivate the eligible employees and to give them an opportunity to participate in the Company''s growth, thereby, acting as a retention tool as well as to align the efforts of such talent towards long term value creation in the organization and to attract new talent, your Company pursuant to the resolutions passed by the Board and the Members on August 6, 2019 had approved the ESOP 2019 for issuance and allotment of 2,40,05,326 (Two crore, Forty Lakh, Five thousand, Three Hundred and Twenty Six) equity shares under the said scheme, out of which 2,26,22,088 (Net) options were granted till FY 24 to the employees.

In compliance with Section 62(1) (b) of the Act, rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, as amended, the salient features of the ESOP 2019 are stated as below:

Particulars			ESOP- 2019
(a) Options granted (Net)				2,26,22,088
(b) Options vested				1,54,68,346
(c) Options exercised				1,32,25,333
(d) The total number of shares arising as a result of exercise of option				1,32,25,333
(e) Options lapsed				26,13,073
(f) The exercise price	''142.43	''486.00	''488.96 ''528.53	'' 555.75 '' 719.05
	'' 584.30	'' 593.70	''604.85 ''607.55	'' 711.60
(g) Variation of terms of options				Nil
(h) Money realized by exercise of options				'' 204,97,27,284
(i) Total number of options in force				2,26,22,088

Particulars		ESOP- 2019
(j) Options granted to Key Managerial Personnel as on March 31,2024		79,01,173
(i) Key managerial personnel
	Name of the KMP	No. of Options Granted
	Mr. Anand Roy	33,60,746
	Mr.Nilesh Kambli	12,00,267
	Mr.Aneesh Srivastava	7,20,160
	Dr.Sriharsha Anant Achar	1,00,000
	Mr.Kapil Punwani	1,00,000
	Mr.Chandrasekhar Dwivedi	70,000
	Ms.Jayashree Sethuraman	20,000
	Mr. Amitabh Jain	2,00,000
	Mr. Himanshu Walia	9,00,000
	Mr. Vikas Sharma	9,00,000
	Mr. Biju Menon	1,30,000
	Mr. Mukesh Sharma	1,00,000
	Mr. Vishwajeet Mohnot	1,00,000
(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	Nil
(iii) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;	Nil

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant Board sub Committees, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 24

Pursuant to Section 134(5) of the Act and in accordance with Insurance Act, 1938, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the Annual Accounts for the year ended March 31,2024 the applicable Accounting Standards have been followed and there are no material departures;

b) appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended March 31,2024 and of the profit of the Company for the financial year ended March 31,2024;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the financial statements have been prepared on a ''going concern'' basis;

e) internal financial controls had been laid down to be followed by the company and that such internal financial controls are adequate and are operating effectively;

f) proper systems are devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to thank the officials and members of IRDAI for their continued guidance and support to your Company. The support and co-operation extended by all the shareholders and stakeholders merit appreciation. The Directors express their sincere appreciation to the employees of the Company at all levels for their hard work, dedication and commitment.

The Directors also thank the Bankers, Corporate partners and customers for their valued support to your Company.

For and on behalf of the Board Anand Roy

Place: Chennai Managing Director & CEO

Date: April 30, 2024 DIN: 08602245

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Mar 31, 2023

The Directors have pleasure in presenting the Eighteenth Annual Report on business and operations of Star Health and Allied Insurance Company Limited (The Company), along with the audited financial statements for the financial year ended March

31,2023.

BUSINESS OVERVIEW

The Company received the approval from the Insurance Regulatory and Development Authority of India on March 16, 2006 to carry on General Insurance business to underwrite Health, Personal Accident and Travel Insurance. Since, then the Company had been servicing the public in the Health insurance segment.

For the financial year ended March 31, 2023, the Company has renewed its Insurance Regulatory and Development Authority of India (IRDAI) license within the stipulated time on January 12, 2022.

With absolute trust on the market, the Company continues to grow through prudent underwriting practices, strong retention of premium coupled with diversified investments portfolio and control over incurred claims ratio through rationalizing expenses.

The Company''s core values Customer Centricity, Innovation and Transparency is established through eminent human capital and robust digital infrastructure.

FINANCIAL OVERVIEW

During the year the Company procured a Gross Premium of H12,952.47 Crores as compared to H11,463.47 Crores during last year, registering a growth of H1,489 Crores (13%).The overall net incurred claims ratio to net earned premium worked out to 65 %. The profit (PBT) for the year was H826 crores.

(H in Crore)
Particulars	FY 2022-23	FY 2021-22
Gross Direct Premium	12,952.47	11,463.47
Less: Premium on reinsurance ceded	632.83	653.98
Net Premium	12,319.64	10,809.49
Less: Adjustment for change in reserve for unexpired risks	1,058.05	1,000.33
Total Premium Earned (Net)	11,261.59	9,809.16
Direct Claims Paid	7,781.38	8,929.92
Add: Claims on reinsurance accepted	-	-
Less: Claims recovered from re-insurer	363.21	470.60
Net Claims Paid	7,418.17	8,459.32
Add: Change in outstanding claims	(97.77)	80.67
Net incurred claims	7,320.40	8,539.99
Net Commission	1,682.77	1,492.18
Operating Expenses	2,053.80	1,838.53
Underwriting Profit / (Loss)	204.62	-2,061.54
Less: Provision for impairment of investments - Policyholders	-	-
Less: Provision for impairment of investments - Shareholders	-	-
Add: Investment income - Policyholders Funds	501.42	479.53
Add: Investment income - Shareholders funds	333.15	313.29
Add: Other Income	5.65	8.10
Less: Other outgo	165.61	85.21
Profit / (Loss) before Interest and Tax	879.45	-1,350.97
Less: Interest on Debentures	53.05	45.66
Profit / (Loss) before Tax	826.40	-1,396.64
Less: Provision for Taxation	-	-
Less: MAT Credit Entitlement	-	-
Less: Reversal of MAT Credit relating to earlier years	-	-
Less: Tax relating to earlier years	-	-9.01
Less: Deferred tax	207.81	-346.95
Net Profit / (Loss) for the year	618.59	-1,040.67

DIVIDEND

During the year your Directors did not recommend any dividend on Equity Shares of the Company.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations), the Board of Directors have formulated and adopted the Policy on Dividend Distribution. The Policy is displayed in the website at the following Web-link:

https://d28c6jni2fmamz.cloudfront.net/Dividend_Distribution_

Policy_1db3217dfe.pdf

RESERVES & SURPLUS

During the year the company has not made any apportionment to Capital Reserve, Capital Redemption Reserve, General Reserves or any other reserves including the Debenture Redemption Reserve.

SOLVENCY

IRDAI requires insurance companies to maintain a minimum solvency of 1.5 times which is calculated in a manner as specified in the IRDAI (Assets, Liabilities, and Solvency Margin of Insurers) Regulations, 2016.

The solvency position of the Company as at March 31,2023 was 2.14 times as compared to 1.67 times as at March 31, 2022.

SHARE CAPITAL

During the year, pursuant to Employee Stock Option Scheme 2019 (ESOP 2019) the Company allotted 36,55,174 equity shares to eligible employees.

Further the Company pursuant to Employee Stock Option Scheme 2021 (ESOP 2021) has allotted 25,00,000 equity shares to eligible employee.

The equity shares allotted during the year rank paripassu with the existing equity shares issued by the Company.

As on March 31, 2023 the issued, subscribed and paid-up equity share capital of the Company stood at H5,816,773,480 comprising of 581,677,348 equity shares of face value of H10 each.

The Company has not issued any equity shares with differential voting rights or sweat equity shares during the year.

NON-CONVERTIBLE DEBENTURES

As on March 31, 2023, the Company had 4700 listed unsecured subordinated, fully paid up, redeemable non-convertible Debentures (NCD''s) with face value of H10,00,000 each aggregating to H470 crore (Rupees Four hundred and Seventy crore only) issued in the nature of ''subordinated debt'' in accordance with Insurance Regulatory and Development Authority of India (Other Forms of Capital) Regulations, 2015 Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and other applicable rules, laws and regulations.

Issue Date	Number of Debentures	Face value per Debenture	Interest Rate per annum	Listed / unlisted	Redemption date	Call option if any,
September 29,2021	4000	H 10.00,000	8.75%	Listed	September 29,2028	September 29 2026
October 28,2021	700	H 10.00,000	8.75%	Listed	October 29,2028	October 29 2026

The 4700 Non-Convertible Debentures are listed on the Debt market segment of National Stock Exchange Limited.

The Company has ensured to meet its obligations towards NCD''s and paid the interest on the debentures within the stipulated time.

During the year the Company has redeemed 2500 unlisted unsecured subordinated, fully paid up, redeemable nonconvertible Debentures (NCD''s) with face value of H10,00,000 each aggregating to H250 crore (Rupees Two hundred and Fifty crore only) in accordance with Insurance Regulatory and Development Authority of India (Other Forms of Capital) Regulations, 2015 and other applicable rules, laws and regulations.

CREDIT RATING

During the year the Company''s credit rating issued by India Rating and Research Private Limited for both redeemed 2500 NCD''s and outstanding 4700 NCD''s issued by the Company was ”IND AA-/Stable.

The credit ratings of the NCDs are displayed in the website at the following web-link:

https://www.starhealth.in/investors/sebi-debt-disclosures/#credit-

ratings

LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Companies Act 2013 (the Act), except sub-section 1 thereof is not applicable for your Company.

The company has not made any investments as contemplated under Section 186 (1) of Companies Act 2013.

DEPOSITS

During the year the Company has not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was outstanding as of the March 31,2023.

INVESTMENTS

The summary of investments as on March 31,2023 are:

Particulars	H in Crore''
Aggregate investments and the Fixed Deposits held with Banks & Flexi Deposits	13,413.10
Investment income, net of amortization including Profit on sale of investments	834.56

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IE&PF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IE&PF Rules"), the requirement for transfer of unpaid or unclaimed dividends by the Company to the IE&PF Authority as on March 31,2023 did not arise.

CHANGE IN THE NATURE OF BUSINESS

During the year, there has been no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments affecting the financial position of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiaries or Associates or Joint Ventures as on March 31, 2023 pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014.

CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION

The details of energy and technology absorption is disclosed in Business Responsibility and Sustainability Report for the year ended March 31, 2023 and is forming part of this Annual Report as Annexure VI.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company''s foreign exchange earnings and outgo as on March 31,2023 are as under;

Description H in Crore

Inflow -

Outflow 2.05

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

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

CORPORATE GOVERNANCE REPORT

The Company is committed to the principles and features of good corporate governance and follows the same in all spheres of activities. The Company has complied with the Guidelines on Corporate Governance issued by IRDAI on May 18, 2016.

and SEBI Listing Regulations as applicable to the company with effect from the date of listing (i.e. December 10, 2021).

The report on corporate governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance for the year ended March 31, 2023 is forming part of this Annual Report as Annexure I.

BOARD OF DIRECTORS (BOARD)

Pursuant to the Insurance Act, 1938 and Regulations framed thereunder, the Act and relevant Rules made thereunder, SEBI Listing Regulations, and Guidelines for Corporate Governance issued by IRDAI (“IRDAI CG Guidelines”) the Company has a strong, independent and diverse Board with optimum combination of Executive and Non -Executive Directors.

As on March 31, 2023, the Board of the Company consisted of 12 Directors, out of which six (6) are Non-Executive Independent Directors including two (2) women Non-Executive Independent Directors , three (3) Non-Executive Nominee Directors and three (3) Whole time Directors including the Chairman & CEO.

The Board comprises of members who are eminent persons with considerable expertise and experience in Insurance, medicine, marketing, Finance, Public administration, Law and Banking Sector.

The Company is greatly benefited by experience, knowledge, and wise counsel rendered by them.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act.

Further, all the Directors of the Company have confirmed that they fulfill the criteria of "fit and proper" as laid down under IRDAI CG Guidelines.

All the Independent Directors of the Company have submitted the declaration confirming that they fulfill the criteria of independence as prescribed under the Act and SEBI Listing Regulations. There has been no change in circumstances affecting their status as Independent Directors of the Company.

KEY MANAGERIAL PERSONNEL (KMP''s)

Pursuant to the provisions of Section 203 of the Act and IRDAI CG Guidelines the KMP''s of the Company as on March 31, 2023 are as below:

Name of the KMP Designation

Venkatasamy Jagannathan Chairman & CEO Subbarayan Prakash Managing Director

Shankar Roy Anand Managing Director

Sriharsha Anant Achar Chief Human Resource Officer

Nilesh Ashok Kambli Chief Financial Officer

Jayashree Sethuraman Company Secretary

Name of the KMP	Designation
S.Sundaresan	Senior Executive Director (Designated)
VJayaprakash	Chief Compliance Officer
A G Gajapathy	Senior Executive Director (Designated)
K C Kumar	Senior Executive Director (Designated) Human Resources
K Harikrishnan	Senior Executive Director Marketing (Designated)
P.M. Nair	Senior Executive Dirtor (Designated) Vigilance
Aneesh Srivastava	Chief Investment Officer
Chandrashekhar Dwivedi	Appointed Actuary
Kapil Punwani	Chief Risk Officer

MEETINGS OF BOARD AND SUB-COMMITTEES

The details of the Composition of the Board, Board subcommittees, particulars of meetings held and attendance of Directors and Members are detailed in the Corporate Governance Report forming part of this Annual Report as Annexure I.

INDEPENDENT DIRECTORS

As on March 31,2023 all Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) & (7) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations, as amended from time to time. All the Independent Directors have also confirmed that they have complied with the Code of Independent Directors prescribed in Schedule IV of the Act and the Company''s Code of Conduct (applicable to the Directors including Independent Directors and Senior Management).

RETIREMENT BY ROTATION

Pursuant to Section 152(6) of the Act, Mr. Deepak Ramineedi, Nominee Director, Safecrop Investments India LLP (DIN: 07631768) would retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible offers himself for reappointment. A resolution seeking Members approval for their reappointment forms part of the Eighteenth AGM Notice.

APPOINTED ACTUARY

Mr. Chandrashekhar Dwivedi is the Appointed Actuary of the Company.

ANNUAL PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES, CHAIRMAN AND DIRECTORS

In compliance with provisions of the Act, IRDAI CG Guidelines and Listing Regulations, an annual performance evaluation had been carried out of the Board as a whole, Board constituted sub-Committees, individual Director both Executive and Nonexecutive including Independent Directors and Chairman of the Board. The Company has in place a Board approved performance

evaluation framework which lays down Guidelines for annual performance evaluation of the Board and its Committee(s), Chairman and individual Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report forming part of this Annual Report as Annexure I.

VIGIL MECHANISM/WHISLE BLOWER POLICY

The details of the disclosure under the Vigil Mechanism/Whistle Blower Policy are detailed in the Corporate Governance Report forming part of this Annual Report as Annexure I.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The details of the disclosure under the Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act 2013 are detailed in the Corporate Governance Report forming part of this Annual Report as Annexure I.

The Company is in compliance with the provisions related to constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

CRITERIA FOR APPOINTMENT OF DIRECTOR AND KEY MANAGERIAL PERSONNEL

The Company has Board approved Policy Relating to the Nomination and Remuneration of Directors, Key Managerial Personnel (KMP) and Other Employees ie.Senior Management in compliance with the requirements as prescribed under the Act,SEBI Listing Regulations, IRDAI CG Guidelines and Guidelines on Remuneration of Non-Executive Directors and Managing Directors/Chief Executive Officer / Whole time Directors issued by IRDAI. The policy is hosted on the website of the Company and can be viewed at Nomination_and_remuneration_ policy_24aee0fd19.pdf (d28c6jni2fmamz.cloudfront.net)

MEETING OF INDEPENDENT DIRECTORS:

The meeting of the Independent Directors was held on January 16, 2023.

AUDITORS Internal Auditors

Your Company has an in house Internal Audit Team. They effectively carry out the internal audit of all the functions of the Company, highlight areas that require attention and report their findings and recommendations to the Audit Committee of the Board. The Audit Committee reviews the audit findings and the actions taken thereon and the effectiveness of the internal control systems on a quarterly basis.

Statutory Auditors

M/s. Brahmayya & Co., Chartered Accountants and M/s. V Sankar Aiyar & Co., Chartered Accountants are the Joint Statutory Auditors for the year ended March 31,2023. The Joint statutory

Auditors have been appointed by the members for a period of five years from the conclusion of the Fourteenth AGM till the conclusion of the Nineteenth AGM.

Concurrent Auditor

M/s. Singhi & Co, Chartered Accountants, appointed as Concurrent Auditors carried out concurrent audit of the investment transactions processes and systems for the year ended March 31,2023.. The tenure of the Concurrent Auditors ceased on March

31,2023.

Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and the SEBI Listing Regulations, the Company has appointed M/s. Chitra Lalitha & Associates, a firm of Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023.The Secretarial Audit Report forms part of part of this Annual Report as Annexure II.

AUDIT REPORT QUALIFICATIONS, ADVERSE REMARKS

The Company did not receive any audit qualifications/ adverse remarks from the Internal Auditors,, Statutory Auditors ,Concurrent Auditors and Secretarial Auditors for the year ended March 31,2023.

REPORTING OF FRAUDS BY AUDITORS

During the year, there were no instances of fraud reported by the Joint Statutory Auditors and Secretarial Auditor under Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company.

INTERNAL CONTROL SYSTEMS

The Company has implemented a financial control system designed to protect the interest of the Company adequately and in ensuring the accuracy of the financial statements commensurate with the size of the Company.

MAINTENANCE OF COST RECORDS

The Government has not mandated maintenance of Cost Records by the Company under Section 148(1) of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The details of related party transactions are disclosed under Note No.5.2.6 of the Notes to Financial Statements for FY2023.

The Audit Committee has given an Omnibus approval for related party transactions and all the Related Party Transactions are placed before the Audit Committee on a quarterly basis.

In compliance with Section 188(1) of the Act read with the clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 as amended, and the Company''s policy on related party transaction all the related party transactions were in the ordinary course of business and

on arm''s length basis and the Company has not entered into any material contracts or arrangement or transactions which are not at arm''s length basis.

Considering the nature of related party transactions entered into by the Company during FY 2022-23 the disclosure in Form AOC 2 pursuant to clause (h) of sub section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 is not applicable. A NIL statement is forming part of this Annual Report as Annexure III.

The Company has a Board approved policy on the Related Party Transactions which is hosted on the website of the Company and can be viewed at https://d28c6jni2fmamz.cloudfront.net/ Related_Party_Transactions_Policy_ab744f2a20.pdf

ANNUAL RETURN

Pursuant to Section 92(3), read with Section 134(3)(a) of the Act the Annual Return in Form MGT-7 as on March 31,2023 will be made available in the website of the Company https://www. starhealth.in/investors/companies-act-2013-disclosures/#annual-return

PARTICULARS OF LOANS RECEIVED FROM DIRECTORS AND/OR THEIR RELATIVES:

Your Company has not received any Loans from the Directors or their relatives.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The company has a Risk Management Committee constituted by the Board which regularly assesses the risk and takes suitable measures to mitigate the same.

The Chief Risk officer is responsible for identification, reporting and monitoring the risks and reports to the Risk Management Committee.

Periodical meetings are held for taking suitable mitigatory actions.

There is no element of risk in the opinion of the Board that may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of the Act and IRDAI CG Guidelines the Board has initially constituted Corporate Social Responsibility Committee (“the Committee”) on May 08, 2014 and the Committee was reconstituted by Board on May 23, 2021. The Company has formulated the Policy on Corporate Social Responsibility ("the Policy") which sets out the framework guiding the Company''s Corporate Social Responsibility ("CSR") activities. The Policy also sets out the objective that need to be adhered to while taking up and implementing CSR activities. The Policy is hosted on the website of the Company and can be viewed at https://d28c6jni2fmamz.cloudfront.net/Corporate_Social_ Responsibility_Policy_ea3c53aa5e.pdf

Since the Company has incurred losses for two preceding financial years (FY) FY 22 and FY 21 2% Average Net Profit / (loss) of the Company made during three immediately preceding financial years was H(812.08) Crore.

In view of the above the obligation to create CSR Corpus for incurring the CSR Expenditure and preparation of Annual plan for FY 23 did not arise.

However during FY 23, considering the on-going projects and other individual non-ongoing projects undertaken by the Company during the preceding years, the company on a voluntary basis has created CSR budget aggregating to H 1.61 Crore and the Company has spent the same for FY23.

The company has incurred H1.16 crore towards its ongoing projects and H0.51 core towards other individual non-going projects.

The Composition of the Committee, the Report on the CSR Activities undertaken by the Company during FY 23 is forming part of this Annual Report as Annexure IV.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has generally complied with applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, with respect to Meetings of Board and its Committees and General Meetings respectively.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications or proceedings filed or pending under the Insolvency and Bankruptcy Code 2016 that would impact the operations of the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year the Company has not done any one time settlement nor availed any loans from Banks or Financial Institutions.

MANAGEMENT REPORT

In accordance with Part IV, Schedule B of the Insurance Regulatory and Development Authority of India (Preparation of Financial statements and Auditor''s Report of Insurance Companies) Regulations 2002, the Management Report forms a part of the financial statements.

DISCLOSURES RELATED TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of this Annual Report as Annexure V

DETAILS OF REMUNERATION OF KEY MANAGERIAL PERSONNEL

A. Remuneration to Chairman & CEO and Managing Directors			(H in Crore)
Name	Venkatasamy Jagannathan	Subbarayan Prakash	Shankar Roy Anand
Designation	Chairman & CEO	Managing Director	Managing Director
Basic	2.00	3.18	3.14
House rent allowance	0.49	2.10	2.07
Transport allowance	-	0.00	0.00
Medical allowance	-	0.00	0.00
Other allowance	-	0.08	0.05
Special allowance	-	-	-
Earned Salary (Gross)	2.49	5.37	5.28
PF Employer	0.01	0.13	0.15
Cost to Company	2.50	5.50	5.43
Bonus	-	1.55	1.55
Loan Perquisite	-	-	-
Incentive	-	-	-
Wear and Tear	-	-	-
Goodwill	-	-	-
Leave travel allowance	-	0.02	-
Vehicle maintenance	-	-	-
Driver remuneration	-	0.06	0.06
Conveyance	-	-	0.06
Domiciliary	-	-	-
Medical Reimbursement	0.06	-	-
PF Employer over 7.5 Lakhs PF Employer over 7.5 Lakhs			-
Others	-	0.00	0.00
Total Gross Income	2.56	7.12	7.09

EMPLOYEE STOCK OPTIONS

The Board of Directors and the Members of the Company vide their meetings dated August 6, 2019 had approved the ESOP- 2019 for issuance and allotment of 24,005,326 (Two crore, Forty Lakh, Five thousand, Three Hundred and Twenty Six) equity shares under the said scheme, out of which 2,37,73,461 options were granted till FY 23 to the employees.

Further the Board of Directors and the Members vide their meeting dated November 11, 2021 have approved the ESOP- 2021 for issuance and allotment of 25,00,000 (Twenty Five Lakhs) equity shares to Venkatasamy Jagannathan ,the Chairman & CEO under the said scheme and the same was granted to him on November 12,2021.

DETAILS OF SWEAT EQUITY SHARES ISSUED

The Company has not issued any Sweat Equity Shares during the

year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of the Companies Act 2013 and in

accordance with Insurance Act, 1938, with respect to Directors''

Responsibility statement, it is hereby confirmed that:

a) in the preparation of the Annual Accounts for the year ended March 31,2023 the applicable Accounting Standards have been followed;

b) appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended March 31, 2023 and of the loss of the Company for the financial year ended March

31,2023.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the financial statements have been prepared on a ''going concern'' basis;

e) internal financial controls had been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) proper systems are devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI Circular dated May 10, 2021, the top 1000 listed companies (by market capitalisation) shall adopt the Business Responsibility and Sustainability Report ("BRSR"). Accordingly the Company has adopted the report on BRSR for FY 23 is hosted on the website at https://www.starhealth.in/investors/sebi-equity-disclosures/ and is forming part of this Annual Report as Annexure VI.

MANAGEMENT''S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations , the Management''s discussion and analysis is forming part of this Annual Report.

ACKNOWLEDGEMENT

The Directors wish to thank the officials and members of IRDAI for their continued guidance and support to your Company. The support and co-operation extended by all the shareholders and stake holders merit appreciation. The Directors express their sincere appreciation to the employees of the Company at all levels for their hard work, dedication and commitment.

The Directors also thank the Bankers, Corporate partners and customers for their valued support to your Company.

For and on behalf of the Board

VenkataswamyJagannathan

Place: Chennai Chairman &CEO

Date: April 28,2023 DIN: 01196055

---

Mar 31, 2022

Your Directors have pleasure in presenting the Seventeenth Annual Report along with the audited financial statements for the financial year ended March 31,2022.

The Company received the approval from the Insurance Regulatory and Development Authority of India on March 16, 2006 to carry on General Insurance business to underwrite Health, Personal Accident and Travel Insurance. Since, then the Company had been servicing the public in the Health insurance segment. The Company has renewed its license within the time limit as per the Regulations in January 2020.

During the year the Company submitted necessary application for its Initial Public Offering and its equity shares were listed in National Stock Exchange Limited and BSE Limited on December 10, 2021

With absolute trust on the market, considering the growth in business coupled with control on incurred claims ratio, rationalizing expenses and robust digital infrastructure the Company''s outlook for future is positive.

FINANCIAL OUTLOOK

During the year the Company procured a Gross Premium of Rs.11,463.47 Crores as compared to Rs. 9,388.54 Crores during last year, registering a growth of Rs. 22.10% Crores (%)

Overall net incurred claims ratio to net earned premium worked out to 87.06%. The loss for the year was Rs. 1,039.25 Crores.

(Amount Rs in Crore)
Particulars	FY 2021-22	FY 2020-21
Gross Direct Premium	11,463.47	9,388.54
Less: Premium on reinsurance ceded	653.98	2,209.11
Net Premium	10,809.49	7,179.43
Less: Adjustment for change in reserve for unexpired risks	1,000.33	2,552.80
Total Premium Earned (Net)	9,809.16	4,626.63
Direct Claims Paid	8,929.92	5,340.72
Add: Claims on reinsurance accepted	-	-
Less: Claims recovered from re-insurer	470.60	1,326.19
Net Claims Paid	8,459.32	4,014.53
Add: Change in outstanding claims	80.67	354.93
Net incurred claims	8,539.99	4,369.46
Net Commission	1,492.06	585.76
Operating Expenses	1,843.80	1,403.05
Underwriting Profit / (Loss)	-2,066.69	-1,731.64
Less: Provision for impairment of investments - Policyholders	-	-
Less: Provision for impairment of investments - Shareholders		| -
Add: Investment income - Policyholders Funds	479.53	250.53
Add: Investment income - Shareholders funds	313.29	173.16
Add: Other Income	8.10	0.32
Less: Other outgo	85.21	112.57
Profit / (Loss) before Interest and Tax	-1,350.97	-1,420.21
Less: Interest on Debentures	45.66	25.6
Profit / (Loss) before Tax	-1,396.64	-1,445.81
Less: Provision for Taxation		62.4
Less: MAT Credit Entitlement	-	-
Less: Reversal of MAT Credit relating to earlier years		| -
Less: Tax relating to earlier years	-9.01	-8.18
Less: Deferred tax	-348.37	-414.32
Net Profit / (Loss) for the year	-1,039.25	-1,085.71

DIVIDEND

Your Directors do not recommend any dividend on equity shares for the year under review.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations'') the Board of Directors of the Company (the ''Board'') formulated and adopted the Dividend Distribution Policy (''Policy'').

The Policy is displayed in the website: https://investor.starhealth. in/wpcontent/uploads/2022/04/Dividend_Distribution_Policy. pdf

SHARE CAPITAL

During the year the Company to augment capital to meet its solvency margin requirements issued 22,232,230 Equity Shares aggregating Rs.2,000.16 Crore by way of fresh issue of shares along

with an offer for sale by the existing shareholders of 44,650,231 Equity Shares aggregating Rs.4400.43 Crore through Initial Public Offer process. The issue was at a price of Rs.900 per share (with a premium of Rs.890 per share).

The aforementioned fresh issue of 22,232,230 Equity Shares aggregating Rs.2,000.16 Crore had resulted in increase of paid up capital of the Company to Rs.575.52 Crore as on March 31,2022.

TRANSFER TO RESERVES:

The Company has not made additional apportionment to the debenture redemption reserve as per the applicable law.

NON-CONVERTIBLE DEBENTURES

During the year the Company''s outstanding unsecured subordinated, fully paid up, redeemable non-convertible Debentures (NCD''s) stood at Rs.720 Crores consisting of 7200 Non-Convertible Debentures as under, including fresh issues during the year to the extent of Rs. 470 Crores.

Issue Date	Number of Debentures	Face value per Debenture	Interest Rate per annum	Listed / unlisted	Redemption date	Call option if any,
September 6,2017	2000	Rs.10.00,000	10.25%	Unlisted	September 6,2024	September 5,2022
October 30,2017	500	Rs.10.00,000	10.20%	Unlisted	October 31,2024	October 30,2022
September 29,2021	4000	Rs.10.00,000	8.75%	Listed	September 29,2028	September 29 2026
October 28,2021	700	Rs.10.00,000	8.75%	Listed	October 29,2028	October 29 2026

The 4700 Non-Convertible Debentures are listed on the Debt market segment of National Stock Exchange Limited.

The Company has ensured to meet its obligations towards NCD''s and paid the interest on the debentures on time on the due dates.

CREDIT RATING

During the year the Company''s credit rating was upgraded to "IND AA-/Stable " by India Rating and Research Private Limited for the 470 crore redeemable, sub-ordinated, Non-Convertible Debentures issued by the Company.

The credit ratings availed by the Company is displayed in the website https://investor.starhealth.in/shareholder-information#credit-rating

LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of Companies Act 2013, except subsection 1 thereof is not applicable for your Company.

Your company has not made any investments as contemplated under Section 186 (1) of Companies Act 2013.

DEPOSITS

The total amount of fixed deposits (Excluding interest on cumulative deposits) from Public outstanding and unclaimed as at March 31,2022 was Nil.

a)	Accepted during the Year	Nil
b)	Remained unpaid or unclaimed as at the end of the year. (Including interest thereon)	Nil
c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved i. As at April 1,2021 ii. Maximum during April 2021 to March 2022 iii. As at March 31,2022	No deposit has been accepted by the Company during the year and there did not arise any default during the year.
d)	Details of deposits which are not in compliance with the requirements of Chapter V of the Act	Nil

SOLVENCY

The Company''s solvency position as at March 31, 2022 was 1.67 (P.Y 2.23) which is well above the regulatory requirement of 1.5 times.

INVESTMENTS

The summary of Investments as on March 31,2022 are:

Particulars	Rs. in Crores''
aggregate investments and the Fixed Deposits	11489.79
held with Banks & Flexi Deposits
Investment income, net of amortization	793.96
including Profit on sale of investments

The Weighted Average yield on income bearing investments was 8.25%.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IE&PF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IE&PF Rules"), the requirement for transfer of Unpaid or Unclaimed dividends by the Company to the IE&PF Authority as on March 31,2022 did not arise.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of your Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments affecting the financial position of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any associate, Joint Venture or Subsidiary as on March 31,2022 pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014.

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNICAL OBSERVATION:

The Company has no activity relating to conservation of energy or technology absorption and hence, the provisions of Section 134 (3)(m) of the Companies Act, 20 do not apply.

FOREIGN EXCHANGE EARNINGS & OUTGO The Company''s foreign exchange earnings and outgo for the year 2021-22 are as under; Rs. in Crores
Inflow	1282.57
Outflow	5.41

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS

There are no significant material orders passed by the Regulators or courts or Tribunals that would impact the operations of the Company.

CORPORATE GOVERNANCE REPORT

Your Company is committed to the principles and features of good corporate governance and follows the same in all spheres of activities. Your Company has complied with the Guidelines for Corporate Governance for insurers in India issued by IRDAI ("IRDAI CG Guidelines") effective from April 1st 2010, which was subsequently amended by IRDAI on May 18th 2016 and made applicable from FY 2016-17 onwards.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, Regulations, 2015 applicable to the company with effect from the date of listing (i.e. December 10,2021) , the report on corporate governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance for the year ended March 31, 2022 is attached as Annexure A.

BOARD OF DIRECTORS

The Company has a broad based Board consisting of 12 Directors, out of which six (6) are Non-Executive Independent Directors, three (3) are Non-Executive Nominee Directors and remaining three (3) are Whole time Directors including the Chairman & CEO.

The Board comprises of members who are eminent persons with considerable expertise and experience in Insurance, medicine, marketing, Finance, Public administration, Law and Banking Sector.

The Company is greatly benefited by experience, knowledge, and wise counsel rendered by them.

There were no changes in Directors of the Company as on the date of this report.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013.

Further, all the Directors of the Company have confirmed that they fulfill the criteria of "fit and proper" as laid down under the Guidelines for Corporate Governance for insurers in India issued by IRDAI ("IRDAI CG Guidelines").

MEETINGS OF BOARD AND SUB-COMMITTEES

The details of the Composition of the Board, Committees and attendance during the meetings are given in the Corporate Governance Report attached to this Report as Annexure - A.

RETIREMENT BY ROTATION

Pursuant to Section 152(6) of the Companies Act, 2013 Mr. Subbararayan Prakash, Managing Director (DIN: 08602227) and

Mr. Shankar Roy Anand, Managing Director (DIN: 08602245) of the Company who retire by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for reappointment. A resolution seeking Members approval for their re-appointment forms part of the Seventeenth Annual General Meeting Notice.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are Venkatasamy Jagannathan-Chairman & CEO, Subbarayan Prakash-Managing Director, Shankar Roy Anand -Managing Director, S.Sundaresan- Senior Executive Director (Designated), VJayaprakash - Senior Executive Director (Designated), A G Gajapathy- Senior Executive Director (Designated), K C Kumar-Senior Executive Director (Designated), Sriharsha A Achar, Chief Human Resource Officer, K Harikrishnan-Senior Executive Director Marketing (Designated) , PM. Nair -Senior Executive Director (Designated), Aneesh Srivastava-Chief Investment Officer, Nilesh Kambli-Chief Financial Officer, Chandrashekhar Dwivedi-Appointed Actuary, R Margabandhu-Chief Risk Officer (upto November 11,2021), Kapil Punwani -Chief Risk Officer (with effect from November 11,2021) and Jayashree Sethuraman -Company Secretary are the Key Managerial Personnel as on March 31,2022.

APPOINTED ACTUARY

Mr. Chandrashekhar Dwivedi is the Appointed Actuary of the Company.

BOARD EVALUATION

In compliance with the Companies Act, 2013 , IRDAI CG Guidelines and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, Regulations, 2015 , an annual performance evaluation has been carried out to assess the performance of the Board as a whole ,Committees of the Board, the Individual Directors both Executive and Non-Executive including the Independent Directors, and the Chairperson.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of the Independent Directors was held on February

11,2022.

AUDITORS

Internal Auditors

Your Company has an in house Internal Audit Team. They effectively carry out the internal audit of all the functions of the Company, highlight areas that require attention and report their findings and recommendations to the Audit Committee of the Board. The Audit Committee reviews the audit findings and the actions taken thereon and the effectiveness of the internal control systems on a quarterly basis.

Statutory Auditors

M/s. Brahmayya & Co., Chartered Accountants and M/s. V Sankar Aiyar & Co., Chartered Accountants are the Joint Statutory Auditors for the year under review. The Joint statutory Auditors

have been appointed by the members for a period of five years from the conclusion of the Fourteenth Annual General Meeting till the conclusion of the Nineteenth Annual General Meeting.

Concurrent Auditor

M/s Chaturvedi & Co, Chartered Accountants, appointed as Concurrent Auditors carried out concurrent audit of the investment transactions processes and systems for the year 2021-2022. The tenure of the Concurrent Auditors ceased on

31.03.2022.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and the Listing Regulations, the Company has appointed M/s. Chitra Lalitha & Associates, a firm of Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended March

31.2022. The Secretarial Audit Report forms part of this Report as Annexure B.

AUDIT REPORT QUALIFICATIONS, ADVERSE REMARKS

Your Company did not receive any audit qualifications/ adverse remarks from the Internal Auditors /Statutory Auditors / Concurrent Auditors /Secretarial Auditors.

RELATED PARTY TRANSACTIONS

The details of related party transactions are disclosed under Note No.5.2.6 of the Notes to Financial Statements for FY2022.

The Audit Committee has given an Omnibus approval for related party transactions and all the Related Party Transactions are placed before the Audit Committee on a quarterly basis.

In compliance with Section 188 of the Companies Act 2013 read with the clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) as amended, the Company''s policy on related party transaction all the related party transactions were in the ordinary course of business and on arm''s length basis and the Company has not entered into any material contracts or arrangement or transactions which are not at arm''s length basis.

Considering the nature of related party transactions entered by the Company during FY 2021-22 the disclosure in Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

The Policy on the Related Party Transactions is available in the website of the Company at https://investor.starhealth.in/ company-policies#policy-on-related-party-transaction.

ANNUAL RETURN

Pursuant to Section 92(3), read with Section 134(3)(a) of Companies Act,2013 the Annual Return in Form MGT-7 as on March 31,2022 will be made available in the website of the Company www.starhealth.in

PARTICULARS OF LOANS RECEIVED FROM DIRECTORS AND/OR THEIR RELATIVES:

Your Company has not received any Loans from the Directors or their relatives.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The company has a Risk Management Committee constituted by the Board which regularly assesses the risk and takes suitable measures to mitigate the same.

The Chief Risk officer is responsible for identification, reporting and monitoring the risks and reports to the Risk Management Committee.

Periodical meetings are held for taking suitable mitigatory actions.

There is no element of risk in the opinion of the Board that may threaten the existence of the Company.

INTERNAL CONTROL SYSTEMS

The Company has implemented a financial control system designed to protect the interest of the Company adequately and in ensuring the accuracy of the financial statements commensurate with the size of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board at its Meeting held on May 08, 2014 had constituted a Corporate Social Responsibility Committee of the Company for formulating, drafting and implementing the CSR activities within the frame work of Companies Act 2013. The Committee was reconstituted by the Board in its meeting dated May 23, 2022.

Since the Company has reported loss for the FY 22, the obligation to incur CSR expenditure and Preparation of Annual plan for the FY 22 had not arisen. However during the Financial year 2021-22, considering the on-going projects implemented by the Company, the Company on a voluntary basis has incurred Rs. 71,10,100/-towards its CSR activities. The excess expenditure incurred during the year under review will be carried forward by the Company and would be available for set off in the forthcoming three years. The Company has incurred Rs.52,28,973/- towards its ongoing projects and Rs.6,96,971 , being unspent amount was transferred to the Unspent CSR Account within the stipulated time period of 30 days from the end of the financial year,

The CSR Policy is displayed on the website: https://www. starhealth.in/content/other .

The Composition of the CSR Committee, the Report on the CSR Activities on the ongoing projects as well as individual projects undertaken by the Company in the year 2021-22 is furnished in Annexure C attached to this report.

MAINTENANCE OF COST RECORDS

The Government has not mandated maintenance of Cost Records by the Company under Section 148(1) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has generally complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

VIGIL MECHANISM/WHISLE BLOWER POLICY

The details of the disclosure under the Vigil Mechanism/Whistle Blower Policy are given in the Corporate Governance Report attached to the Report as Annexure - A

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The details of the disclosure under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition and Redressal) Act 2013 are given in the Corporate Governance Report attached to the Report as Annexure - A

The Company is in compliance with the provisions related to constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications or proceedings filed or pending under the Insolvency and Bankruptcy Code 2016 that would impact the operations of the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF. During the year under review the Company has not done any one time settlement nor availed any loans from Banks or Financial Institutions.

MANAGEMENT REPORT

In accordance with Part IV, Schedule B of the Insurance Regulatory and Development Authority of India (Preparation of Financial statements and Auditor''s Report of Insurance Companies) Regulations 2002, the Management Report forms a part of the financial statements.

DISCLOSURES RELATED TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report as Annexure D.

The Nomination and Remuneration policy is displayed on the website of the Company: https://investor.starhealth.in/wp-content/uploads/2022/07/Nomination_and_remuneration_ policy.pdf.

EMPLOYEE STOCK OPTIONS

The Board of Directors and the Members of the Company vide their meetings dated August 6, 2019 had approved the Employee Stock Option Scheme 2019 (ESOP- 2019) for issuance and allotment of 24,005,326 (Two crore, Forty Lakh, Five thousand, Three Hundred and Twenty Six) equity shares under the said scheme, out of which 21,653,357 options were granted till FY 22 to the employees.

Further the Board of Directors and the Members vide their meeting dated November 11, 2021 have approved the Employee Stock Option Plan, 2021 (ESOP- 2021) for issuance and allotment of 25,00,000 (Twenty Five Lakhs) equity shares to Mr.VJagannathan ,the Chairman & CEO under the said scheme and the same was granted to him on November 12,2021.

DETAILS OF SWEAT EQUITY SHARES ISSUED

The Company has not issued any Sweat Equity Shares during the

year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of the Companies Act 2013 and in

accordance with Insurance Act, 1938, with respect to Directors''

Responsibility statement, it is hereby confirmed that:

a) in the preparation of the Annual Accounts for the year ended March 31,2022 the applicable Accounting Standards have been followed;

b) appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended March 31,2022 and of the loss of the Company for the financial year ended March 31, 2022.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the financial statements have been prepared on a ''going concern'' basis;

e) internal financial controls had been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) proper systems are devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Securities and Exchange Board of India (''SEBI'') requires companies to prepare and present to stakeholders a Business Responsibility and Sustainability Report (''BRSR'') in the prescribed format. SEBI, however, allows companies to follow an internationally recognized framework to report on the initiatives undertaken by the Company on environmental, social and governance perspective. In compliance with Regulation 34(2) (f) of SEBI Listing Regulations the report on BRSR is attached as Annexure E and also made available on our website www. starhealth.in.

ACKNOWLEDGEMENT

Your Directors wish to thank the officials and members of Insurance Regulatory and Development Authority of India (IRDAI) for their continued guidance and support to your Company. The support and co-operation extended by all the shareholders and stake holders merit appreciation. Your Directors express their sincere appreciation to the employees of the Company at all levels for their hard work, dedication and commitment.

The Directors also thank the Bankers, Corporate partners and customers for their valued support to your Company.

For and on behalf of the Board V. Jagannathan

Place: Chennai Chairman & CEO

Date: April 29,2022 DIN: 01196055