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You can view full text of the latest Director's Report for the company.

BSE: 543412ISIN: INE575P01011INDUSTRY: Finance - Non Life Insurance

BSE   ` 488.50   Open: 485.15   Today's Range 484.25
491.15
+1.20 (+ 0.25 %) Prev Close: 487.30 52 Week Range 330.05
513.80
Year End :2025-03 

The Directors have pleasure in presenting the 20th 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
19th 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
investors@starhealth.in

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