Your Directors are pleased to present the Sixteenth Directors’ Report of your Company
together with the audited accounts for the financial year ended March 31, 2024.

1. BUSINESS HIGHLIGHTS

The highlights for the Financial Year ended March 31, 2024 are as under:

2. INDUSTRY OVERVIEW

During the FY24, the Non-Life Insurance Industry registered INR 2,89,738 Crores
GDPI and achieved a growth of 12.8% as compared to 16.4% in FY23.

Health insurance premium is the main driver of the non-life insurance industry
with growth rate of 20.2% in FY24. The market share of the health segment has
increased to 37.6% from 35.3% in FY23. During the period, within various
segments in health, the HI Group segment continues to hold the largest share of
GWP at 50.5%, followed by Retail segment at 38.7%, Government at 9.7% and
overseas medical at 1.1%. Retail health insurance business grew by 19.1% to INR
42,200 crore in FY24 as compared to 15.3% in FY23.

SAHI Companies continue to grow faster than the industry and in FY24, the growth
for SAHI Companies was 27.1% as compared to 20.2% for the entire health segment
in industry. Also, the share of SAHI Companies increased to 29.7% in FY24 as
compared to 28.1% in FY23.

Health Segment in India is the largest non-life line of business, mainly driven by
rising healthcare costs and a high share of out-of-pocket spending. Health
insurance growth will likely remain robust as the factors driving strong growth over
the past decade remain in place.

3. STATE OF COMPANY’S AFFAIRS

Your Company posted a Gross Written Premium of INR 5,608 crores for the year
thereby registering a 38% growth over previous year. The Company posted
underwriting loss of INR 195.11 crores during the year as compared to underwriting
loss of INR 147.58 crores during the previous year. The Net Profit for the year was
INR 81.85 crores as compared to net profit of INR 12.54 crores in the previous year.

Your Company aims to be the preferred family health insurer for retail customers
and offers quality health insurance services through its comprehensive distribution
network comprising of Agency, Bancassurance & Alliances (NBFCs and brokers)
and Direct & digital channel.

Key highlights of the year are as follows:

• Niva Bupa is the 4^th largest insurer with 9.1% market share in FY 24 as
against 8.4% in FY 23 for retail health.

• On-boarded new Banca partner viz. India Payment Post Bank.

• Certified Great Place to Work (GPTW). Recognized amongst Top 25
workplaces in BFSI in FY 24.

4. PHILOSOPHY

Niva Bupa is committed to offering every Indian the confidence to access the best
healthcare. The company has been empowering consumers for over a decade with
innovative products and solutions across various customer segments, both in
urban as well as rural markets. It is one of the fastest-growing health insurance
companies in India which has been certified Great Place to Work four times in a
row with a strong value-based culture, a sustainable business model to build a
healthier future.

Niva Bupa introduced a strategic shift in India's health insurance narrative by
establishing the proposition of ‘health insurance for freedom and not constraints.’
This gave birth to the empowering narrative of "Zindagi Ko Claim Kar Le",
championing those who live life to the fullest with Niva Bupa acting as the enabler.
Our brand plays the role of an enabler in consumers’ lives, shifting their focus
towards living life to the fullest rather than dwelling on life's vulnerabilities. Our
products are crafted with innovative features that cater not only to those dealing
with health issues but also to health intenders seeking proactive wellness
solutions. Over the years, this has led to us solidifying our presence in consumers'
minds, garnering increased awareness, consideration, and positive sentiment.

As a brand, we want to give a promise of financial assistance to our customers in
case of a medical emergency and give them the confidence that they can avail best
possible treatment and care all over the country. The vast landscape of India offers
abundant growth opportunity for the health insurance industry and we are
committed to working with various stakeholders to democratize health insurance
in India and reach out to the underpenetrated geographies of the country.

A. INVESTMENT PERFORMANCE

Your Company ensures the management of investment assets in accordance with
the Asset Liability Management Policy of the Company. The performance of the
investments has been commensurate with the risk assumed.

90.26% of the portfolio is invested in highest safety instruments (viz. sovereign,
AAA or equivalent instruments and cash or cash equivalents). Your Company’s
Assets under Management (AUM) stands at INR 5,458.23 crores as on March 31,
2024 against INR 3,336.09 crores at the end of the previous year.

B. AWARDS AND RECOGNITIONS

During the Financial Year 2023-24, your Company won several awards and
recognitions across credible industry events and summits. Your Company was
once again recognised as one the Best BFSI Brands 2024 by Economic Times. Your
Company also won the Great Place to Work certification for the fourth year in a row
this year and got recognized amongst the Top 25 India’s Best Workplaces in BFSI
2024.

Your Company was declared Gold winner in the category of Healthcare Insurance
Company of the Year by IAMAI. It was awarded the Best Health Insurer among
standalone health insurance companies at the Mint BFSI Summit and Awards,
declared the winner under the category of ‘Highest Growth- SAHI’ and ‘Overall
achievement- SAHI’ at ASSOCHAM Global Insurance Summit & Awards, won ‘CX
strategy of the year’ at 14th edition of CX Strategy Summit & Awards 2023,
declared winner of ESG 2023 in Golden Peacock Awards and honored in the
esteemed category of ‘Swift & Prompt Insurer’ at the Annual Insurance Summit &
Awards to name a few.

5. HEALTH INSURANCE PRODUCTS

Your Company offers both indemnity and fixed benefit category of products serving
retail, affinity/bank groups and government sponsored health insurance programs.

Your company successfully launched many innovative products in FY24. Product
‘Aspire’ was introduced in the Retail segment, and was received very well in the
market. By not only offering innovative never seen benefits in the market, Product
‘Aspire’ successfully helped open a completely new segment of young and healthy
buyers. Thereby, making ‘Aspire’ as one of the fastest growing products in the
market with over INR 100 crores of GWP in less than 3 months.

In the affinity/bank group, your company managed to make in-roads through 2
new platforms as products - Relationship Protect and OPD by offering various plans
as attachment and advisory within these two domains.

6. CORPORATE GOVERNANCE

Your Company follows high standards of corporate governance and the Directors
have embraced this belief and taken various steps to raise the bar of Corporate
Governance.

The Board of your Company as on March 31, 2024 comprises of Four (4) Non¬
Executive Directors (including one Woman Director), three (3) Independent
Directors and One (1) Executive Director.

As per Corporate Governance Guidelines issued by IRDAI, the Chief Executive
Officer is designated as a Whole-time Director as defined under the Companies Act
2013.

Further, as on March 31, 2024, the Board has following Committees, functioning in
line with the requirements of IRDAI’s Corporate Governance Guidelines and the
Companies Act 2013:

a) Audit Committee

b) Investment Committee

c) Risk Committee

d) Policyholders’ Protection Committee

e) Nomination and Remuneration Committee

f) CSR, ESG and Climate Change Committee

g) Borrowing Committee

h) Share Allotment & Transfer Committee

The disclosures, as per the IRDAI’s Corporate Governance Guidelines, form part of
the Directors’ Report and are appended as Annexure - 1. The details regarding
number of meetings of the Board and its Committees along with the attendance of
Directors of the Company thereat, as required under Section 134(3)(b) of the
Companies Act 2013 also forms part of the aforementioned Annexure - 1.

7. BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors is responsible for the approval of the overall corporate
strategy and other Board related matters. The Board of Directors of your Company
comprises of Eight (8) members as on March 31, 2024.

1. There has been change in the Directors of the Company during the financial
year ended March 31, 2024.

a. During the year, Ms. Jolly Abraham Plammoottil (DIN :07108545) resigned
from the directorship of the Company w.e.f. January 4, 2024.

2. In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of your Company, Mr. Maninder Singh Juneja (DIN- 02680016) and
Mr. Divya Sehgal (DIN- 01775308), being liable to retire by rotation at the
ensuing Annual General Meeting of your Company and being eligible, have
offered themselves for reappointment.

3. In accordance with the requirements of the Companies Act 2013 and IRDAI’s
Corporate Governance Guidelines, below are the Committees of the Board as on
March 31, 2024:

Notes:

* Audit Committee was re-constituted to have Mr. David Martin Fletcher as a
member and Mr. Maninder Singh Juneja as an Observer w.e.f. January 4, 2024.

** Ms. Joanne Elizabeth Woods appointed as a member of Investment Committee
w.e.f. August 2, 2023.

*** Ms. Penelope Ruth Dudley was appointed as a member of Risk Committee and
Share Allotment & Transfer Committee w.e.f. January 4, 2024.

- Ms. Jolly Abraham Plammoottil resigned as a member of the Audit Committee,
Risk Committee. Corporate Social Responsibility Committee, Borrowing

Committee, Share Allotment & Transfer Committee and Risk Committee w.e.f.
January 4, 2024.

- Mr. Divya Sehgal resigned as a member of Nomination & Remuneration
Committee w.e.f. January 4, 2024.

8. KEY MANAGERIAL PERSONNEL (“KMP”) U/S SECTION 203 OF THE

COMPANIES ACT, 2013 AND IRDAI’s CORPORATE GOVERNANCE GUIDELINES

As on March 31, 2024, the following employees were holding the position of Key

Managerial Personnel’s, duly appointed with approval of the Board:-

1. Mr. Krishnan Ramachandran, Managing Director & CEO;

2. Mr. Vishwanath Mahendra, Chief Financial Officer and Interim CRO;

3. Mr. Rajat Sharma, Company Secretary;

4. Mr. Partha Banerjee, Director & Head-Legal, Compliance & Regulatory affairs
and Chief Compliance Officer;

5. Mr. Manish Sen, Appointed Actuary;

6. Mr. Vikas Jain, Chief Investment Officer;

7. Mr. Tarun Katyal, Chief Human Resource Officer;

8. Mr. Ankur Kharbanda, Chief Distribution Officer;

9. Mr. Padmesh Nair, Head - Operations and Customer Service;

10. Mr. Dhiresh Rustogi, Chief Technology Officer;

11. Mr. Nimish Agarwal, Head -Marketing;

12. Dr. Bhabatosh Mishra, Head-Claims, Underwriting and Product;

13. Ms. Joanne Elizabeth Woods, Chief Risk Officer;

14. Ms. Smriti Manchanda, Head - Internal Audit

*Mr. Tarun Katyal, Mr. Ankur Kharbanda, Mr. Padmesh Nair, Mr. Dhiresh Rustogi,

Mr. Nimish Agrawal, Dr. Bhabatosh Mishra, Ms. Joanne Elizabeth Woods, Ms.

Smriti Manchanda were appointed as KMPs w.e.f. September 18, 2023.

9. CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There was no change in the nature of business of the Company during the year.

10. MATERIAL CHANGES AND COMMITMENT, IF ANY

a) The Company has filed an application for forbearance for exceeding the
Expenses of Management (EOM) over the allowable limit for FY 2023-24 with
IRDAI on February 23, 2024 and April 8, 2024. An approval for forbearance is
yet to be received for the FY 2022-23. A sum of INR 216.45 crores which is in
the excess of expenses of management over the allowable limit has been
transferred from Revenue Account to Profit and Loss account in accordance with
the circular no. IRDAI/Reg/4/192/2023 for the year to date ended March 31,
2024.

b) During the FY 2023-24, the Company has continued with its additional quota
share reinsurance arrangement by ceding 20% of its risk on the indemnity
portfolio, other than Employer/Employee scheme(s), to Reinsurer.

c) The Company has issued below mentioned shares on Preferential basis on
December 19, 2023 at the price of INR 67.15 per share (being fully paid up
shares at premium of INR 57.15 each) to following investors:

d) On January 4, 2024, Fettle Tone LLP has transferred of 36,63,81,439 equity
shares of the Company to Bupa Singapore Holdings Pte Ltd. (herein after
referred to as ‘Bupa¹), pursuant to which Bupa’s shareholding stands increased
from 41.41% to 62.98%.

Bupa now has the right to appoint majority of the directors on the Board of the
Company. In accordance and in pursuance of the said change in the
shareholding, there has been a change in the control of the Management from
Fettle Tone LLP to Bupa Singapore Holdings Pte. Ltd. in terms of Regulation 51
read with Part B of Schedule III of the SEBI Listing Regulations.

11. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR ALONG WITH REASONS THEREOF

Your Company did not have any subsidiaries, joint ventures or associate companies
during the year.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or
Tribunals that impacted the going concern status of the Company or which can
potentially impact the Company’s future operations.

13. DIVIDEND

The Directors do not recommend any dividend for the financial year 2023-24.

14. CAPITAL

The authorized share capital of the Company is INR 5000,00,00,000/- (Indian
Rupees Five Thousand Crores only) divided into 500,00,00,000 Equity Shares of
INR. 10/- (Rupees Ten only) each. As of March 31, 2024, the paid-up equity share
capital of your Company was INR 1699,53,45,950/- (Indian Rupees One Thousand
Six Hundred Ninety-Nine Crore Fifty-Three Lakhs Forty-Five Thousands Nine
Hundred and Fifty only).

15. DEBENTURES

During the year under review, the Company has not issued any debentures.
However, in the financial year 2021-22, the Company had issued unsecured,
subordinated, listed, rated, redeemable, taxable, non-cumulative, non-convertible
debentures in the nature of subordinated debt for an aggregate sum of INR 250
Crores (Indian Rupees Two Hundred & Fifty Crores Only). The securities are
currently listed on the debt platform of the National Stock Exchange of India
Limited.

16. SOLVENCY

Your Company regularly monitors its solvency margins, to ensure that it is
maintained in line with the requirements of IRDAI (Assets, Liabilities and Solvency
Margin of General Insurance Business) Regulations, 2016. As on March 31, 2024,
the solvency ratio of your Company stood at 255% against required solvency of
150%.

17. RESERVES

Your Company has not transferred any amount to reserves, during the financial
year 2023-24.

18. PARTICULARS OF DEPOSITS

Your Company has not accepted any deposits under Section 73 of the Companies
Act, 2013.

19. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARD (Ind AS) IN
INSURANCE SECTOR

IRDAI vide its letter dated July 14, 2022 advised the insurance companies to set up
a cross functional Steering Committee to oversee the implementation of Ind AS. The
Company has accordingly set up an Ind AS Steering Committee which meets at
regular intervals to oversee the progress on the matter. Since, Niva Bupa is a
subsidiary of Bupa Singapore Holdings Pte Ltd., going forward IFRS financials shall
be used for consolidation purposes.

20. RURAL & SOCIAL SECTOR OBLIGATIONS

Disclosure of sector wise business based on Gross Direct Written Premium (GWP)
as per the IRDAI (Obligations of Insurers to Rural or Social Sectors) Regulations,
2015 is as under:

The Company achieved a rural target of 10.36% of GWP against the prescribed
obligation of 3.5% of GWP. Under the social sector, the Company covered 9,41,209
lives against the prescribed obligation of 4,32,408 lives thereby fulfilling the social
sector obligation.

21. JOINT STATUTORY AUDITORS

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (firm registration number -
301003E/E300005), shall retire at the conclusion of the ensuing 16th Annual

General Meeting (2024). Re-appointment of M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants, as Joint statutory auditors, to hold the office from the conclusion of
16th Annual General Meeting (2024) until the conclusion of the 19th Annual
General Meeting (2027) of the Company, has been proposed to the shareholders for
their approval.

M/s. T.R. Chadha & Co. LLP, Chartered Accountants, Delhi (ICAI FRN - 006711N/
N500028), shall retire at the conclusion of the ensuing 16th Annual General
Meeting (2024). Re-appointment of M/s. T.R. Chadha & Co. LLP, Chartered
Accountants, as Joint statutory auditors, to hold the office from the conclusion of
16th Annual General Meeting (2024) until the conclusion of the 17th Annual
General Meeting (2025) of the Company, has been proposed to the shareholders for
their approval.

Based on the recommendation of the Audit Committee, the Board has
recommended the appointment of M/s. T.R. Chadha & Co. LLP, Chartered
Accountants and M/s. S. R. Batliboi & Co LLP, Chartered Accountants, as Joint
Statutory Auditors of your Company.

Your Company has received the certificates from M/s T.R. Chadha & Co. LLP and
M/s. S. R. Batliboi & Co LLP Chartered Accountants, that their appointment as
Auditors, if made, shall be in accordance with the conditions laid down in the
Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified from
appointment under Sections 141& 144 of the Companies Act, 2013, the Insurance
Act 1938 and IRDAI’s Corporate Governance Guidelines 2016.

The Report given by the Auditors on the financial statements of the Company is part
of the Annual Report.

22. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirms that:-

• In the preparation of annual accounts for the financial year ended March 31, 2024,
the applicable accounting standards have been followed along with proper
explanation relating to material departures;

• The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent, so as to give a
true and fair view of the state of affairs of the Company at the end of the financial
year, and of the profit/loss of the Company for that period;

• The Directors have taken proper and sufficient care 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;

• The Directors have prepared the annual accounts on a going concern basis;

• The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

23. NUMBER OF CASES FILED AND THEIR DISPOSAL UNDER SECTION 22 OF THE
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013)

Your Company is very sensitive towards any complaints related to sexual
harassment and has a well-defined Policy on Prevention of Sexual Harassment
against Women at the workplace.

The Company has an Internal Complaints Committee under the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013. 18
(Eighteen) complaints were reported to POSH Committee/Internal Committee
during the Financial Year 2023-24 out of which 13 (Thirteen) are closed and 5 are
in progress.

24. ANNUAL PERFORMANCE EVALUATION

As per the requirements of the Companies Act, 2013, formal Annual Performance
Evaluation has been carried out for evaluating the performance of the Board, the
Committees of the Board and the Individual Directors.

The performance evaluation was carried out by obtaining feedback from all directors
through a confidential online survey mechanism. The outcome of this performance
evaluation was placed before the Nomination and Remuneration Committee on and
further placed before the Board in the meeting held on May 10, 2024.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

Your Company’s internal control system is commensurate with the size and scale of
the business operations.

Your Company has developed and strengthened its internal financial controls
framework over the years. Your Company strives to create and sustain control
conscious culture by creating ‘tone at the top’ appropriately. The risk and internal
controls environment is governed by two specialized committees of the Board i.e.
Audit Committee and Risk Committee. There are well defined charters for each
Committee making them responsible for institutionalizing and providing oversight to
risk assessment and the controls evaluation processes. The Audit Charter and the
Risk Management Policy are reviewed annually and a quarterly reporting structure
to the respective Committees of the Board is in place. To ensure independence, the
Internal Audit department reports to the Chairperson of the Audit Committee of the
Board.

Further, a risk based Internal Audit mechanism is in place, wherein various
processes and functions are audited on an annual basis. Internal audits are carried
out at two levels:

1. Processes are reviewed to ascertain their completeness and the adequacy of
controls in mitigating risks (design); and

2. Compliance of documented processes are reviewed (effectiveness).

Further, detailed Standard Operating Procedures (SOPs) are laid down for key
processes and vital controls are mapped in the finance manual. A limited review is
conducted by the Statutory Auditors on the quarterly financial statements and a
detailed annual audit is conducted at the end of each financial year.

A framework for monitoring of internal controls on financial reporting has been
documented, including structure for governance around Financial Reporting
controls during the year. Risk and Control matrices have been defined for all
identified internal controls on financial reporting.

26. CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION
188(1) OF THE COMPANIES ACT, 2013

During the period, the Company did not enter into any transaction with the related
parties. Statutory Reporting in Form AOC - 2 of the related party transactions is
enclosed herewith as Annexure No - 2.

Your Company has a Board approved Related Party Transaction Policy and SOP.
The requisite disclosure of the Related Party Transaction has been made in the
Notes to Accounts of your Company.

Related Party disclosures as specified in Para A of Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of the audited financials.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013

In accordance with Section 186(11)(a) of the Companies Act 2013 together with the
clarification issued by Ministry of Corporate Affairs on February 13, 2015, Section
186 does not apply to an Insurance Company. Your Company does not have any
loan given, investment made or guarantee given or security provided as required
under Section 186 of the Companies Act, 2013 and all other applicable provisions if
any.

28. THE EXTRACT OF THE ANNUAL RETURN U/S 92 OF THE COMPANIES ACT,
2013

The extract of the Annual Return as per the requirements of Section 92 of the
Companies Act, 2013 is published on the website of the Company i.e.
https: / /www.nivabupa.com /about-us/nivabupa/index.aspx.

29. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
UNDER SECTION 178 OF THE COMPANIES ACT, 2013

Your Company has put in place the relevant framework and a Nomination &
Remuneration Policy as required in section 178 of the Companies Act 2013. Any
shareholder, interested in obtaining a copy of the Policy, may write to the Company
Secretary at the Registered Office of Company, which is also displayed on your
Company’s website. The Policy is also attached herewith as Annexure - 3 and also
published in the website of the Company i.e. and published in the website of the
Company i.e. https: / /transactions.nivabupa.com /pages/investor-relations.aspx.

30. PARTICULARS OF THE ESOP GRANTED BY THE COMPANY DURING THE YEAR
MARCH 31, 2024 ARE AS UNDER:

The aforesaid information can be sought by writing to the Company Secretary of the
Company.

31. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SECTION 149(6) OF THE COMPANIES ACT, 2013

Your Company has received declarations from all the Independent Directors of your
Company confirming that they meet with the criteria of independence as prescribed

under sub section (6) of Section 149 of the Companies Act, 2013. The Independent
directors have duly complied with the Code for Independent Directors prescribed in
Schedule IV to the Act and other requirements of IRDAI’s Corporate Governance
Guidelines.

32. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLDUING PROFICIENCY) OF
THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

No independent Directors were appointed during the year by the Company. The
Board is satisfied with the expertise, integrity and experience of the Independent
Directors, both individually and collectively.

33. CODE OF CONDUCT & WHISTLE BLOWER POLICY

In order to uphold the highest standards of ethical behavior, your Company has a
Code of Conduct which is applicable across the organization.

Your Company also has a Whistle Blower Policy approved by the Board which
empowers and provides a channel to employees for communicating any breaches of
your Company’s Values, Code of Conduct, Anti Money Laundering Policy and other
regulatory and statutory requirements. Appropriate disciplinary actions are taken
against any violation. During the FY 2023-24, actions against 581 employees were
taken by the Company as per Employee Disciplinary Action Plan. 13 complaints
were received under the Whistle Blower Policy in the Financial Year 2023-24 which
were duly investigated and investigation for all 10 case were closed. All the
investigations and proceedings are conducted through Code & Ethics Committee
meetings. The Management provides assurance on the effectiveness of the Anti¬
fraud and Whistle Blower Policy to the Risk Committee/Board through the Code &
Ethics Committee.

34. CORPORATE SOCIAL RESPONSIBILITY

The Company has a duly constituted CSR Committee as per the provisions of
section 135 of the Companies Act 2013 and IRDAI’s Corporate Governance
Guidelines. As per the provisions, Mr. Dinesh Kumar Mittal (Independent Director)
is Chairman of the CSR Committee. Further, Mr. David Martin Fletcher and Mr.
Krishnan Ramachandran are the members of the Committee. The Committee met
once during the year i.e. on May 3, 2023.

Ms. Jolly Abraham Plammoottil ceased to be member of Corporate Social
Responsibility Committee with effect from January 04, 2024.

The Committee has duly formulated and timely monitors the CSR Policy of the
Company. The Committee is primarily responsible for formulating and
recommending to the Board of Directors from time to time the CSR activities and
the amount of expenditure to be incurred on the activities pertaining and
monitoring CSR Projects.

Annual Report on Corporate Social Responsibility (CSR) activities is attached
herewith as Annexure 4.

35. ENVIRONMENT SOCIAL & GOVERNANCE (ESG)

While we have diligently addressed the ESG focus areas like last year, our efforts
have extended to encompass special initiatives, such as the following:

• Carbon Footprint Assessment: This year, we conducted a comprehensive carbon
footprint assessment. The primary objective of this activity was to gain a thorough
understanding of our company's carbon emissions across our operations, all our
office locations and travel activities. This helped us identify areas where emissions
could be minimized and set specific reduction targets.

• On our journey towards becoming a zero-paper consumption company, an exercise
was conducted to monitor and track paper consumption for our big offices

• Digitization of Agent Welcome Kit: During the last fiscal year, we printed

approximately 60,000 welcome kits, resulting in the production of 120,000 pages
when agents were on boarded. Our team has successfully developed a new
capability that allows us to send digital copies of the welcome letter and ID card,
eliminating the need for excessive paper usage.

• Digitization of customer transactions: - Online interactions, route customer
requests through digital platforms like web form/ mobile app etc. and build
capabilities to fulfill these requests digitally rather than the existing manual efforts
required.

• We recognize that sustainability extends beyond our direct operations which include
the practices of our suppliers. We have implemented a Supplier Code of Conduct
that defines our expectations regarding environmental sustainability, human rights,
fair labor practices, Cyber security & Data Privacy, Fair Competition Practices and
Ethical business ethics. All suppliers are required to adhere to this code & policy.

• Go Live with ESG Training - We have created an online module for ESG training
aimed at enhancing our employees' awa reness of the organization's goals and their
role in contributing towards ESG initiatives. The module was launched in October
2023 with an overwhelming response. Employees were encouraged to complete the
ESG training through various channels, including floor workshops, desktop
wallpapers, and regular communication mailers.

• SwasthyaNeev 4.0 - An initiative to support the fight against hunger, and pledged to
donate meals to underprivileged kids.

• Pratishtha -Niva Bupa and Indian Overseas Bank (IOB) have come together with an
objective to help the underprivileged elderly population of the country and
sponsored meals for senior citizens in this fiscal year.

As a testament towards our ESG efforts, we were awarded the Golden Peacock
Award for ESG Excellence by the Institute of Directors, India in 2023.

36. SECRETARIAL AUDIT

Your Company in the meeting held on May 4, 2023 has appointed M/s Ranjeet
Pandey & Associates, Practicing Company Secretaries, New Delhi to conduct
Secretarial Audit for the Financial Year 2023-2024 as per the requirements of
Section 204 of the Companies Act, 2013.

M/s. Ranjeet Pandey & Associates, Company Secretaries, New Delhi have submitted
their report for the financial year 2023-2024 in the prescribed format MR-3 which is
annexed as Annexure No - 5.

37. DIRECTORS’ COMMENTS ON QUALIFICATIONS, RESERVATIONS,
DISCLAIMERS ANDADVERSE REMARKS

a) STATUTORY AUDIT

Joint Statutory Auditors of your Company for the financial year 2023-24 i.e. M/s.
T.R. Chadha & Co. and M/s. S.R. Batliboi & Co. LLP in their Auditor’s Report for
FY 2023-24 have given no qualifications, reservations, disclaimers, comments
and/or adverse remarks.

b) SECRETARIAL AUDIT

M/s. Ranjeet Pandey & Associates, Secretarial Auditors of your Company for the
Financial Year 2023-24 have given no significant qualifications, reservations,
disclaimers, comments and adverse remarks in its report except below mentioned:

1. The National Stock Exchange of India Limited has imposed penalty of Rs. 5,000
on the company for intimating notice of Board meeting held on 13th February,
2024 with a delay of 1 day;

Management Response: The Management inadvertently considered “two days”
instead of “two working days” as mentioned in the regulation 50(1). Penalty has
imposed by the stock exchange has been duly paid.

2. In terms of Regulation 51 of the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015, the listed entity shall inform the stock
exchange revision in the rating within twenty-four hours from the date of
occurrence of the event or receipt of information. The company was unable to
comply with the above said requirement during the financial year 2023-2024.

Management Response: The Company inadvertently missed the submission of
revision in the rating to stock exchange.

38. RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING
IDENTIFICATION THEREIN OF ELEMENTS OF RISK THAT MAY THREATEN
THE EXISTENCE OF THE COMPANY

Your Company’s overall approach to managing risk is based on the ‘three lines of
defense’ model with a clear segregation of roles and responsibilities for all the lines.
Business Managers, through a network of Risk Champions, are part of the first line
of defense and have the responsibility to evaluate their risk environment and put in
place appropriate controls to mitigate such risks or avoid them. The Risk
Management Function, along with the Compliance Function, Fraud & Risk Control
Unit and Chief Information Security Officer, forms the second line of defense. The
Internal Audit Function guided by the Audit Committee is the third line of defense
and provides an independent assurance to the Board. The Statutory Auditors and
regulatory oversight aided by the Appointed Actuary in their fiduciary capacity are
also construed to provide an additional line of defense.

Risk management activities are supervised on behalf of the Board by the Risk
Committee, whose responsibilities conform to those prescribed by the IRDAI. The
Chief Risk Officer assists the Board Committee in overseeing the risk management
activities across the Company.

Your Company has an operationally independent Risk Management Function in
place, headed by a Chief Risk Officer. The function is responsible for the
supervision of all risk management activities in the Company, including developing
the risk appetite, maintaining an aggregated risk view across the Company,
monitoring the residual risks to ensure that they remain within tolerance levels.
Chief Information Security Officer also reports to Risk Management Function. Risk
Management function also reviews the appropriateness and adequacy of the risk
management strategy and develops recommendations to the Risk Committee as
necessary. The Risk Management function also ensures that, through various
management submissions, the Board is adequately informed on key emerging risk
related issues and if necessary, provides supplementary advice to the Board
through the Risk Committee. A Management Risk Committee has been constituted
which is headed by the CEO and includes key members such as Chief Risk Officer,
Chief Financial Officer, Appointed Actuary, Director- Claims, Underwriting &
Product, Director & Head - Legal, Compliance & Regulatory Affairs, Director -
Operations & Customer Service, Chief Distribution Officer. Head Internal Audit and
Financial Controller are permanent invitees to the committee. All important risk
related matters are discussed, reviewed and monitored by this Committee on a
periodic basis. The company also has quarterly Operational Risk committee (ORC)
in place which constitutes Risk Champions from all functions. The ORC is Chaired
by Chief Risk Officer. The Information Security Committee convenes quarterly,
chaired by the Chief Information Security Officer, to deliver information and
updates regarding risks pertaining to information security.

Your Company has reviewed the risk management policy and framework which
defines its approach to enterprise wide risk management. The implementation is a
continuous cycle of improvement over the Company’s existing risk management
elements which are progressively integrated into the framework. The Company has
the vision of a matured state of risk culture whereby every individual takes
responsibility of risks and has a thorough understanding of all risk tolerances.

Within the framework, Risk Appetite Statements are in place that identify and
address each material risk to which the Company is exposed and establishes the
degree of risk that the Company is willing to accept in pursuit of its strategic
objectives, business plans and the interest of the policyholders. These material risks
have been categorized in the areas of Financial, Operational, Legal & Regulatory
Compliance and Reputational Risks. The Risk Management Strategy has been
developed which defines the Company’s approach to manage the identified material
risks through acceptance, avoidance, transfer and/ or mitigation. The degree and
intensity of the management action are guided by comparing the risk appetite with
the potential impact of the risk, likelihood of its occurrence and the costs of
implementing the controls. This is supplemented by various policies and procedures
in respective operating areas which help to identify, mitigate and monitor risks.

The risk management framework also ensures that the level of risk accepted is
within the Company’s risk capacity and the level of capital adequacy is in excess of
the level prescribed via regulation.

39. ADDITIONAL INFORMATION
PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 together
with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, and IRDAI’s Corporate
Governance Guidelines is annexed herewith as an Annexure -6.

The information in accordance with the provision of Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the year
ended March 31, 2023 is provided hereunder:

CONSERVATION OF ENERGY

In view of the nature of business activity of the Company, the information relating
to the conservation of energy, as required under Section 134(3) and Rule 8(3) of
Companies (Accounts) Rules, 2014, is not applicable to the Company.

Your Company has developed an energy efficient model to operate & deliver on its
commitments. This model eliminates dependency on non-renewable resources to
travel & maintain facilities for both employees & policyholders. Your company has
put in place a flexible & energy efficient business continuity plan which gets tested
continuously simulating widespread scenarios.

Digital tools, techniques & widespread adoption by stakeholders of your companies’
customer app, website, chat bot & instant communication tools are pivotal for
sustainable growth and exceptional service. Over time, your Company has
decreased reliance on energy consuming assets such as printers & papers.
Embracing environmentally friendly practices, your company delivers soft policy
copies and digital product brochures instead of printed materials, while prompting
digital payments over paper-based transactions.

TECHNOLOGY ABSORPTION

a. Efforts made towards technology absorption:

FY 2024 witnessed an acceleration of digital technology adoption at Niva Bupa by
introducing more features and better performance. The Core platforms were
enhanced to introduce new products and features for both Retail and Group. The
one of most notable is embarking on the implementation of a modern cloud-based,
best-in-class Policy Administration System journey. Hybrid cloud data centre based
infrastructure is used to provide a robust, scalable and secure infrastructure to
boost technology adoption.

b. The benefits derived from technology improvement, cost reduction, new
technological development and import substitution:

The immediate benefits accrued to the company from various technology initiatives
include much improved Customer and User Satisfaction. Business performance
was improved due to enhancement products and features and highly available and
scalable systems and infrastructure.

c. In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year):

i. the details of technology imported - Not Applicable

ii. the year of import - Not Applicable

iii. whether the technology been fully absorbed - Not Applicable

d. The expenditure incurred during the year on Research and Development: Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the
Foreign Exchange outgo during the year in terms of actual outflows.

40. MAINTENANCE OF COST RECORDS

The Company is in the insurance industry. In view of the nature of activities which
are being carried on by the Company, the maintenance of cost records as specified
by the Central Government under sub section (1) of section 148 of the Companies
Act, 2013 is not applicable on the Company and hence such accounts and records
are not maintained.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has neither made any application nor are there any pending
proceedings under the Insolvency & Bankruptcy Code, 2016 during the year.

42. 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

This section is not applicable on the Company.

43. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB¬
SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the statutory auditors have not reported any
instances of fraud by its officers or employees against the Company to the Audit
Committee, the details of which would need to be mentioned in the Board’s report
as required under section 143(12) of the Companies Act, 2013.

44. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

During the year, the Company has complied with the applicable provisions of the
Secretarial Standard on meetings of the Board of Directors (‘SS-1’) and the
Secretarial Standard on General Meetings (‘SS-2’) issued by the Institute of
Company Secretaries of India.

45. DETAILS OF DEBENTURE TRUSTEE & REGSITRAR & TRANSFER AGENT

46. ACKNOWLEDGEMENTS

The Directors wish to place on record their deep appreciation for the hard work,
dedicated efforts, teamwork and professionalism shown by the employees, agents,
advisors and Partners which have enabled your Company to establish itself
amongst the leading Health Insurance companies in India.

Your Directors take this opportunity to express their sincere thanks to our valued
customers for their continued patronage.

Your Directors also express gratitude to the Insurance Regulatory and Development
Authority of India, the Reserve Bank of India, Ministry of Corporate Affairs, Central
& State Governments, Bupa and True North for their continued cooperation,
support and assistance.

For and on behalf of the Board of Directors

Sd/- Sd/-

Chandrashekhar Bhaskar Bhave Krishnan Ramachandran

Chairman of the Board and Director Managing Director & Chief Executive

DIN - 00059856 Officer Officer DIN - 08719264

Place: Gurugram
Date: 31.05.2024