Your Directors have pleasure in presenting the 21^st
Integrated 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 (fy) ended March 31, 2026.

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 has been
servicing the public in the Health insurance segment.
The Company has renewed its IRDAI license within the
stipulated timeline and remains fully compliant with all
regulatory requirements for FY2025-26.

With rising healthcare costs, greater consumer awareness
and deeper insurance penetration in India, the demand
for personalized health coverage is growing. In response,
the Company has strengthened and expanded its
product portfolio with specialized, innovative solutions
tailored to diverse customer needs across demographics,
geographies and risk profiles. The Company remains
committed to its vision of being the nation's most trusted
and admired standalone health insurer.

The Company's growth strategy remains anchored in
prudent underwriting discipline, strong renewal premium
retention, and a balanced, high quality investment
portfolio. The Company's core values - Customer
Centricity, Innovation, and Transparency remain central
to service delivery. These values are further reinforced
through a robust digital infrastructure, efficient policy
issuance and servicing platforms, and a customer
service framework.

FINANCIAL HIGHLIGHTS (IGAAP)

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 were H 20,012.34 Crore (PY
H 17,898.37 Crore) and the weighted average yield on
income bearing investments was 6.51 % as on March 31,
2026 (PY 7.79%).

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments
between March 31, 2026 and date of this report 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 of March 31,
2026, was 2.05 times (PY 2.21 times).

SHARE CAPITAL

During the year, the Company allotted 6,17,043 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, 2026, the issued, subscribed and paid-up
equity share capital of the Company stood at H 588.40 Crore
(PY- 587.78 Crore) comprising of 58,84,03,502 equity shares
(PY- 58,77,86,459 equity shares) of face value of H 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, Securities
and Exchange Board of India (SEBI) (Issue and Listing
of Non-Convertible Securities) Regulations, 2021 each
as amended and other rules, laws and regulations as
applicable to the Company.

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

As of March 31, 2026, the Company had 4700 outstanding
NCD's with face value of H 10,00,000 each aggregating to
H 470 Crore (Rupees Four Hundred and Seventy Crore
only). The details of the NCD's are as given below.

The Company has ensured to meet its obligations towards
NCDs and paid interest to the debenture holders on the
respective due dates. There was no unclaimed interest
amount lying with the Company. There was no deviation
or variation in the utilisation of proceeds of NCDs issued.

CREDIT RATING

During the year under review, India Rating and Research
Private Limited and Care Ratings Limited has reaffirmed

and assigned rating of AA with a Stable outlook for the
subordinate debt of 4700 Non-Convertible Debentures
issued by the Company.

The rating letters can be accessed at

https://d28c6jni2fmamz.cloudfront.net/India Ratings
CRA 90c70cb876.pdf

https://d28cRjni2fmamz.cloudfront.net/CrRditratings
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 with a Stable outlook
for the Company.

https://d78c6jni7fmamz.cloudfront.net/India Ratings
CRA 90c70cb876.pdf

https://d28c6jni2fmamz.cloudfront.net/Creditratings
Outcome 1 Apr 2025 a4ec0a99ff.pdf

LOANS RECEIVED FROM DIRECTORS AND/OR
THEIR RELATIVES

The Company has not received any loans from the
Directors or their relatives for the financial year ended
March 31, 2026.

LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act
2013 (the Act) except sub-section (1) relating to loans,
guarantees and investments are not applicable
to the Company.

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. Hence provisions of the Act, relating
to acceptance of public deposits are not applicable
to the Company.

DIVIDEND

The Board of Directors (Board) has not recommended
any dividend for the financial year ended March 31, 2026.

POLICY ON DIVIDEND DISTRIBUTION

In terms of Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations), the Board has formulated and
adopted the Policy on Dividend Distribution. The
Policy is displayed in the website under web link:
https://d28c6jni2fmamz.cloudfront.net/5 Dividend
Distribution Policy c105bd4484.pdf

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND

The Company has not paid any dividends during the
year under review and hence there is no requirement
to transfer unpaid or unclaimed dividends to Investor
Education and Protection Fund as on March 31, 2026.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

Pursuant to section 129(3)(1) of the Act read with rule 5
of Companies (Accounts) Rules, 2014 as amended, the
Company does not have any Associate, Joint Venture
or Subsidiary as on March 31, 2026. Further, during the
FY, no Company became or ceased to be an Associate,
Joint Venture, or Subsidiary of the Company. 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 Listing Regulations 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.

The Directors of the Company meet the fit and proper
criteria prescribed by IRDAI. In addition, the Company
has received declarations from the Directors in terms
of Section 164 of the Act, confirming that they are
not disqualified from being appointed as Director
of any Company.

As on March 31, 2026, the Board of the Company
consisted of eleven (11) Directors, out of which five (5) are
Non-Executive Independent Directors including two (2)
women Non-Executive Independent Directors, three (3)
are Non-Executive Nominee Directors and two (2) are
Whole-time Directors (WTDs) and one (1) is Managing
Director & Chief Executive Officer (MD & CEO).

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

DIRECTORS & OFFICERS (D&O) LIABILITY
INSURANCE

The Company has in place D&O Liability Insurance for all
its Directors (including Independent Directors) and senior
management for such quantum and risks as determined
by the Board in line with Regulation 25(10) of the SEBI
Listing Regulations.

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 I), which forms a part of the
Integrated 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 Listing Regulations, 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 Company in compliance with the provisions of the
Act, IRDAI CGR 2024 and the SEBI Listing Regulations
has in place a Board approved performance
evaluation framework, which lays down guidelines for
annual performance evaluation of the Board and its
Committee(s), Chairperson of the Board, Individual
Directors and Independent Directors as below:

1. Evaluation of Board of Directors: The performance
of the Board of Directors was assessed based on its

composition, culture, effectiveness of meetings, and
the adequacy and timeliness of information flow.
The assessment also covered strategic oversight,
governance, compliance, risk management, and
conflict-of-interest monitoring.

2. Evaluation of Board Committees: The evaluation
criteria for the Committees were based on size and
composition of the Committee, terms of reference,
meetings of the Committee and their contribution to
functioning of the Board.

3. Evaluation of Chairperson of the Board: The
performance of the Chairperson of the Board,
besides the criteria for assessment of all Directors,
focusses mainly on leadership of the Board, Conduct
of the meeting and effective discharge of its
responsibilities.

4. Evaluation of Individual Directors: The evaluation
criteria for the Directors were based on their
qualifications and relevant experience, regular
participation in Board and Committee meetings,
and the quality of their contributions to discussions.

5. Evaluation of Independent Directors: The
performance of the Independent Directors was
evaluated based on their ability to exercise
independent judgment, offering objective views
on Board and management performance, and
contribute effectively to deliberations.

The Policy on Board Evaluation is displayed in the
website under web link:https://d28c6jni2fmamz.
cloudfront.net/Policy on Board Evaluation
f4baaa9fc7.pdf.

KEY MANAGERIAL PERSONNEL (KMPs)

Pursuant to Section 203 of the Act and IRDAI CGR
2024, the KMPs of the Company as on March 31, 2026
are as given below

Mr. Amitabh Jain, Chief Operating Officer &
Whole-time Director

Mr. Anand Roy, MD and CEO

Mr. Aneesh Srivastava, Chief Investment Officer

Mr. Ashwani Kumar Arora, Appointed Actuary

Mr. Himanshu Walia, Chief Marketing Officer &
Whole-time Director

Ms. Jayashree Sethuraman, Company Secretary
Mr. Nilesh Kambli, Chief Financial Officer
Mr. Prashant Prabhakar Kalaver, Chief Risk Officer
Ms. Princey Mehra, Chief Compliance Officer

CHANGES IN KMP

Consequent to resignation of Mr. Kapil Punwani as the Chief
Risk Officer of the Company with effect from November
22, 2024, Mr. Prashant Prabhakar Kalaver was appointed
as the Chief Risk Officer with effect from May 19, 2025.

Ms. Radha Vijayaraghavan retired from the services of
the Company and ceased to be the Chief Compliance
Officer with effect from August 31, 2025, and Ms. Princey
Mehra was appointed as Chief Compliance Officer with
effect from September 01, 2025.

Further on account of appointment of Mr. Amitabh Jain,
Chief Operating Officer and Mr. Himanshu Walia, Chief
Marketing Officer, as Whole time Directors of the Company,
they were re-classified as KMPs of the Company with
effect from February 11, 2026.

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 linkhttps://d28c6jni2fmamz.cloudfront.net/
Nomination and remuneration policy 24aee0fd19.pdf

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations,
IRDAI CGR 2024, the Report on Corporate Governance is
enclosed as Annexure I along with the certificate from
a Practicing Company Secretary certifying compliance,
which is enclosed as Annexure A which forms a part of
the Integrated 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 linkhttps://
d28c6jni2fmamz.cloudfront.net/1 Code of Conduct
for BOD and SMP 566d740a27.pdf

The Board and the Senior Management have affirmed
compliance with the aforesaid code for the financial year
ended March 31, 2026.

The MD & CEO certification in this respect is enclosed
as Annexure - B to the report on Corporate
Governance (Annexure I), which forms a part of the
Integrated 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 CSR Committee)
on May 08, 2014.

During the year under review, consequent to appointment
of Mr. Himanshu Walia, Chief Marketing Officer and
Mr. Amitabh Jain, Chief Operating Officer as Whole-time
Directors of the Company, the Board reconstituted the
CSR Committee on March 06, 2026.

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 linkhttps://d?8c6jni?fmamz.cloudfront.
net/Corporate Social Responsibility Policy
Ra3c53aa5e.pdf

The Composition of the CSR Committee, expenditure
incurred and the CSR Activities undertaken during
FY2025-26 forms part of the Report on CSR (Annexure II),
which forms part of the Integrated 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 Integrated Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has established internal financial control
systems supported by robust processes that safeguard
the interests of the organisation. These controls are
commensurate with the nature and scale of its business
as well as the complexity of its operations. The internal
financial controls with reference to the financial
statements are adequate and designed to provide
reasonable assurance regarding the reliability of financial
reporting, the safeguarding of assets and the adherence
to applicable policies and regulatory requirements.

LISTING ON STOCK EXCHANGES

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

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

The members of the Company had approved
the appointment of M/s. T R Chadha & Co LLP
(FRN: 006711N) and M/s. MSKA & Associates LLP
(FRN: 105047W) as the Joint Statutory Auditors for a
term of 4 years commencing from the conclusion of
the 19^th AGM of the Company till the conclusion of the
23^rd AGM of the Company.

The Joint Statutory Auditors were present
in the last AGM.

B. Secretarial Auditor

Pursuant to Section 204 of the Act and Regulation
24A(1A) of the SEBI Listing Regulations, the members
of the Company had approved the appointment of
M /s. Chitra Lalitha & Associates, a firm of Practicing
Company Secretaries, were appointed as Secretarial
Auditors of the Company for a period of 5 years from
FY2025-26 till FY 2029-30.

C. Concurrent Auditor

M/s. Singhi & Co, Chartered Accountants were retired
from the services of Concurrent Auditors with effect
from March 31, 2025.

M/s Maheshwari & Associates were appointed as
Concurrent auditors to carry out concurrent audit of
the investment functions for FY2025-26.

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 FY2025-26.

As required under the Act and the SEBI Listing Regulations,
the Secretarial Audit Report forms part of the Integrated
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 the
SEBI Listing Regulations 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/3
RPT Policy d231979a28.pdf

Pursuant to Section 177 read with Section 188 of the Act, the
Audit Committee had accorded omnibus approval for
related party transactions and the Audit Committee on
a quarterly basis review all the related party transactions.
There were no material transactions of the Company with
any of its related parties which were not in the ordinary
course of business and not at arm's length basis. 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.

As per the requirements of the Accounting Standards (as)
- 18 issued by the ICAI on 'Related Party Disclosures', the
details of related party transactions are disclosed in Note
No.5.2.7 of the Notes to Financial Statements for FY2025-26.

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 FY2025-26 will be hosted
on the website of the Company under the web link:
https://d28c6jni2fmamz.cloudfront.net/MGT 7
dummy ffb66c9299.pdf

RISK MANAGEMENT FRAMEWORK

The Company has established a robust governance
structure supported by a strong risk-aware culture,
ensuring that its operations are conducted in a manner
that promotes long-term value for shareholders and other
stakeholders. The Board of Directors has constituted a Risk
Management Committee RMC to oversee the Company's
risk management processes, periodically review key risks
and recommend appropriate mitigation measures. The
Company has also adopted a Board-approved Enterprise
Risk Management Policy that sets out the framework for
risk identification, assessment, monitoring and mitigation
across all functions and operations.

The Chief Risk Officer is responsible for implementing the
Risk Management framework and ensuring the effective
identification, reporting and monitoring of risks, and provides
quarterly updates to the Risk Committee on critical and
emerging risks along with the status of mitigation plans.

In the opinion of the Board, no risk elements have been
identified during the year that may have a significant
adverse impact on the Company.

Detailed statement on the Company's risk management
architecture is provided in the Risk Management section
of the Integrated Annual Report.

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 I)
which forms part of the Integrated Annual Report.

The details of complaints received and disposed off
during the year is as follows:-

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 as
amended forms part of the Integrated 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 as amended forms
part of the Integrated Annual Report. Pursuant to Section
136 of the Act, the Integrated 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 atinvRstors@starhealth.in

FOREIGN EXCHANGE - EARNINGS AND OUTGO

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, 2026 and forms part
of the Integrated 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 Business Responsibility and Sustainability Report
for FY2025-26 forms part of the Integrated Annual
Report as Annexure V.

The Report is hosted on the Company's website under the
web linkhttps://www.starhealth.in/investors/disclosures/

MANAGEMENT'S DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations,
the Management's discussion and analysis report forms
part of the Integrated 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 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 plan, out of which 2,20,80,622 (Net) options were granted till FY2025-26 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:

ESOP 2024

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

The Stock Exchanges have granted the in principle approval for the scheme on 17^th 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:

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 FY2025-26.

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

a) in the preparation of the Annual Accounts for the
year ended March 31, 2026 the applicable Accounting

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, 2026 and of the
profit of the Company for the financial year ended
March 31, 2026;

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

Your Directors place on records their gratitude for all
the policyholders, members, distributors, and business
associates for reposing their trust and confidence in the
Company. Your Directors wish to thank the officials and
members of IRDAI, SEBI, (MCA), Reserve Bank of India, NSE,

BSE, Debenture Trustees and other governmental and
regulatory authorities for their continued guidance and
support to your Company. The support and co-operation
extended by all the shareholders and stakeholders
merit appreciation. Your Directors express their sincere
appreciation to the employees of the Company at all
levels for their hard work, dedication and commitment.

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

For and on behalf of the Board

Mr.Rajeev Kher

Independent Director &
Place: Chennai Chairperson of the Board

Date: June 26, 2026 DIN: 01192524