Niva Bupa Health Insurance Company Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

The Board of Directors are pleased to present the 18^th (Eighteenth) Annual Report of Niva Bupa Health
Insurance Company Limited ("the Company”) along with the Audited Financial Statements for the financial
year ended March 31, 2026.

Financial Results - Overview

The Company’s financial performance for the year ended March 31, 2026 is summarised below:

(Amount in ? Lakhs)

Particulars	FY 2025-26	FY 2024-25
Gross Written Premium	8,58,592	6,76,223
Net Written Premium	6,80,630	5,36,943
Net Earned Premium	6,06,757	4,89,446
Net Claims Incurred	4,13,258	2,99,652
Income from Investments	62,712	47,983
Profit before tax	12,681	21,352
Profit after tax	13,078	21,352
EPS-Basic (?)	0.71	1.22
EPS-Diluted (?)	0.71	1.20
Net Worth	3,21,897	3,05,832
Investment Assets	9,66,965	8,17,508
Book Value Per Share (?)	17.42	16.74

State of the Company’s affairs

Your Company posted a Gross Written Premium of ?8,58,592 lakhs for the year thereby registering a 27%
growth over previous year. The Company posted underwriting loss of ?46,632 lakhs during the year as
compared to underwriting loss of ?24,976 lakhs during the previous year. The Net Profit for the year was
?13,078 lakhs as compared to net profit of ? 21,352 lakhs 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 & Brokers), Direct & digital channel.

Key highlights of the year are as follows:

• Launched India’s first truly unlimited health insurance plan ''ReAssure 3.0’, with several innovative &
customer centric features. The product is a significant step towards fulfilling our purpose of giving every
Indian the confidence to access the best healthcare.

• Certified Great Place to Work (GPTW) for 6^th consecutive year.

• Recognised amongst India’s Top 25 Best Workplaces in BFSI 2026.

Key Regulatory Changes having impact in Financial Statement/ Material changes from the end of the
financial year till the date of this report

There are no material changes from the end of the financial year till the date of this report having impact in
Financial Statement of the Company.

Solvency

The solvency ratio is a key metric used to measure an insurance Company’s financial health i.e. the ability
to meet its claims obligations, and indicates whether a Company’s cash flow is sufficient. The Solvency
Ratio is calculated as per Insurance Regulatory and Development Authority of India (Actuarial, Finance
and Investment Functions of Insurers) Regulations, 2024. The IRDAI requires the Company to maintain a
minimum solvency ratio of 150%. As of March 31, 2026, the solvency ratio of the Company was at 249%.

Dividend

The Board of Directors believes retaining of profits is necessary for ensuring capital requirements, solvency
and liquidity levels. Hence, the Board has not recommended any dividend for the financial year 2025-26.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), the Company has formulated
a Dividend Distribution Policy (''the Policy’). The Policy is hosted on the website of the Company and
can be accessed at https://transactions.nivabupa.com/pages/doc/investor-relations/policies/Dividend_
Distribution_Policy.pdf?v=1.1 .

Transfer to Reserves

The Board of Directors of the Company have not transferred any amount to the Reserves for the
financial year.

Change(s) in the Nature of Business

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

Material changes from the end of the financial year till the date of this report

There have been no material changes and commitments, affecting the financial position of the Company,
which have occurred between the end of the financial year to which the financial statement relates and
date of this report.

Capital Structure, Shareholding, Stock Options and Debentures

Authorised Share Capital

The Authorized Share Capital of the Company as at March 31, 2026 was f50,00,00,00,000/- (Rupees Five
Thousand Crores only) consisting of 5,00,00,00,000 (Five Hundred Crores only) equity shares of f 10/-
(Rupees Ten only) each.

Paid-up Share Capital

The Paid-up Share Capital as at March 31, 2026 is f18,47,45,67,710/- (Rupees One Thousand Eight Hundred
Forty-Seven Crores Forty-Five Lakhs Sixty-Seven Thousand Seven Hundred Ten only) consisting of
1,84,74,56,771 (One Hundred Eighty-Four Crores Seventy-Four Lakhs Fifty-Six Thousand Seven Hundred
Seventy-One only) equity shares of f 10/- (Rupees Ten only) each.

During the year under review, the Company has allotted 2,04,30,373 (Two Crores Four Lakhs Thirty
Thousand Three Hundred Seventy-Three) equity shares pursuant to exercise of Stock options by the
eligible option holders under the Niva Bupa Employees Stock Option Plan 2020 ("ESOP Scheme 2020”).
The equity shares allotted under ESOP Scheme 2020 ranks pari-passu with existing equity shares of
the Company.

Employees Stock Option Scheme

The Company has two employees stock option plan ("ESOP Schemes”), namely, Niva Bupa Employee
Stock Option Plan 2020 ("ESOP Scheme 2020”) and Niva Bupa Employee Stock Option Plan 2024 ("ESOP
Scheme 2024”).

The Annual Certificates on compliance with Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations”), issued by the
Secretarial Auditor of the Company is being made available for inspection at the forthcoming AGM of the
Company. The statutory disclosures mandated under the SEBI SBEB&SE Regulations and the Act, have
been hosted on the website of the Company at https://transactions.nivabupa.com/pages/investor-
relations.aspx .

In accordance with the SEBI Listing Regulations, both the ESOP Schemes are hosted on the website of the
Company at weblink: https://transactions.nivabupa.com/pages/investor-relations.aspx .

During the financial year, the Company has not issued any equity shares with differential voting rights or
sweat equity shares.

Non-Convertible Debentures

As on March 31, 2026, the Company has 2,500 outstanding Non-Convertible Debentures ("NCDs”) having
a face value of f10,00,000/- (Rupees Ten Lakh each). NCDs are listed on the debt market segment of the
National Stock Exchange of India Limited.

The Company had paid annual interest to all the Debenture Holders on due date as mentioned below:

ISIN	Outstanding NCDs (Amount in W lakhs)	Interest Payment Date	Due Date
INE995S08028	10,000.00	March 13, 2026	March 15, 2026
INE995S08010	15,000.00	November 14, 2025	November 15, 2025

There was no unclaimed interest amount lying with the Company.

Credit Rating

During the year under review, CARE Ratings Limited on June 27, 2025, reaffirmed its credit rating, "CARE
AA Stable” assigned on the outstanding Non-Convertible debentures of the Company.

Subsidiary, Joint Venture and Associate companies

The Company has no Subsidiary, Joint Venture and Associate companies as on March 31, 2026.

Secretarial Standards

During the year under review, the Company has followed the applicable Secretarial Standards, with
respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India.

Corporate Governance

Corporate Governance Report pursuant to the requirements of Regulation 34 read with Schedule V of the
SEBI Listing Regulations, forms part of this Annual Report.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis
Report ("MD&A”) for the financial year ended March 31, 2026, is presented in a separate section, forming
part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

In accordance with the Company’s Policy on Related Party Transactions (RPTs) as approved by the Board,
all transactions with related parties during the year under review were conducted in the ordinary course
of business and on an arm’s length basis. These transactions comply with the applicable provisions of the
Companies Act, 2013, and the SEBI Listing Regulations.

To ensure operational efficiency, the Audit Committee granted omnibus approval for repetitive RPTs
entered into in the Company’s interest. All such transactions were reviewed by the Audit Committee on a
quarterly basis. During the financial year, the Company amended its RPT Policy to align with the latest SEBI
Listing Regulations. The updated policy is hosted on the website of the Company and can be accessed at
https://transactions.nivabupa.com/pages/investor-relations.aspx

The Company did not enter into any material RPTs as defined under Regulation 23 of the SEBI Listing
Regulations; consequently, no prior shareholder approval was required. Comprehensive disclosures as per
Regulation 53(f), Schedule V of SEBI Listing Regulations, and Accounting Standard (AS) 18 are provided in
the Notes to the Financial Statements. Furthermore, the Joint Statutory Auditors have issued Audit report
with an unmodified opinion on the Financial Statements for financial year ended March 31, 2026, including
the disclosures related to RPTs.

As there were no contracts or arrangements falling under the purview of Section 188(1) of the Act that
were not at arm''s length or were material in nature, the disclosure in Form AOC-2 is not applicable for the
year under review.

Corporate Social Responsibility (CSR)

The Company has formulated the Corporate Social Responsibility Policy ("CSR Policy") which sets out the
framework guiding the Company’s CSR activities. The CSR Policy also sets out the rules that need to be
adhered to while taking up and implementing CSR activities. The CSR Policy is hosted on the website of
the Company and can be accessed at https://transactions.nivabupa.com/pages/investor-relations.aspx.

The Company has duly constituted the CSR, Environmental Social Governance (ESG) & Climate Change
(CC) Committee ("CSR Committee”) in accordance with Section 135 of the Act, Companies (Corporate
Social Responsibility Policy) Rules, 2014 and IRDAI (Corporate Governance for Insurers) Regulations, 2024
("IRDAI CG Regulations”).

The Board of Directors of the Company at their Meeting held on November 03, 2025, based on the
recommendation of the CSR Committee, had approved the CSR Annual Action Plan and expenditure for
the financial year 2025-26 of W2,05,27,614/- (Rupees Two Crore Five Lakhs Twenty-Seven Thousand Six
Hundred Fourteen only), based on the average net profits of the Company made during three immediately
preceding three financial years, calculated in accordance with the applicable IRDAI CG Regulations. The
Company had carried out CSR activities, as approved by the Board in line with Schedule VII of the Act and
incurred an expenditure of W2,05,37,580/- . The funds so approved by the Board have been fully utilised
and there are no unspent funds lying with the Company.

The Annual Report on CSR activities of the Company for the financial year ended March 31, 2026, is
annexed to this Report, marked as Annexure-A.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules,
2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo
is annexed to this report, marked as Annexure-B.

Particulars of employees and related disclosures

The remuneration paid to the Executive Directors, Key Managerial Personnel and Senior Management are
in line with the IRDAI (Corporate Governance for Insurers) Regulations, 2024 read with Master circular
thereon, and in accordance with the ''Nomination & Remuneration Policy’ duly formulated by the Board
in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI Listing
Regulations and IRDAI’s Master Circular on Corporate Governance for Insurers, 2024.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this Report, marked as Annexure-C.

The statement containing particulars of top 10 employees and particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In
terms of the provisions of the first proviso to Section 136(1) of the Act, the Report and Accounts are being
sent to the shareholders, excluding the aforesaid Annexure. The said statement is also open for inspection.
Any Member interested in obtaining such information may write at [email protected]. Also, none of
the employees listed in the said Annexure are related to any Director of the Company.

Prevention of Sexual Harassment at workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and the Rules made thereunder, the Company has in place a
policy which mandates no tolerance against any conduct amounting to sexual harassment of women
at workplace.

The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any
complaints arising under the Act. Training/awareness programme are conducted throughout the year to
create sensitivity towards ensuring a respectable workplace.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

Number of complaints pending as on April 1, 2025	2
Number of complaints filed during the financial year	22
Number of complaints disposed of during the financial year	18
Number of complaints pending resolution as on March 31, 2026	6
Number of complaints pending for more than 90 days during the financial year	2

Directors and Key Managerial Personnel

Composition

The Company’s Board is constituted in compliance with the Act, SEBI Listing Regulations and IRDAI CG
Regulations & Master Circular, thereon.

As on March 31, 2026, the Board of the Company consists of total eleven (11) Directors, out of which four
(4) are Non-executive, Independent Directors, four (4) are Non-executive, Non-independent Directors and
three (3) are Executive Directors (including Managing Director & CEO).

None of the Directors of the Company are disqualified from being appointed or continuing as Directors
under the provisions of Section 164(1) or Section 164(2) of the Companies Act, 2013. In alignment with the
SEBI Listing Regulations, the Company has obtained a certificate from the Secretarial Auditors confirming
that no Director has been debarred or disqualified by the Ministry of Corporate Affairs (MCA), SEBI, or any
other statutory authority.

During the financial year ended March 31, 2026, following changes took place in composition of the Board
of Directors of the Company:

Name of Director	Change	Effective Date
Mr. Sridhar Srinivasan	Appointed as Independent Director	April 10, 2025
Mr. Vishwanath Mahendra	Appointed as Executive Director & Chief Financial Officer	May 07, 2025
Mr. Ankur Kharbanda	Appointed as Executive Director & Chief Business Officer	May 07, 2025
Mr. Milind Gajanan Barve	Appointed as Independent Director	June 26, 2025

Mr. Vivek Anant Karve	Appointed as Independent Director	September 15, 2025
Mr. Roger William John Davis	Appointed as Non-Executive Director	January 29, 2026
Mr. Maninder Singh Juneja	Resigned as Non-Executive Director	June 09, 2025
Mr. Sridhar Srinivasan	Resigned as Independent Director	July 21, 2025
Mr. Chandrashekhar Bhaskar Bhave	Completion of term as an Independent Director	August 27, 2025

Meetings of the Board and its Committees, attendance and constitution of various Committees

During the financial year 2025-26, the Board of Directors met five (5) times i.e. on i) May 07, 2025, ii) July
31, 2025, iii) November 03, 2025, iv) January 29, 2026 and v) March 03, 2026. In compliance with the Act
and the SEBI Listing Regulations, the maximum interval between any two consecutive Board meetings did
not exceed one hundred and twenty (120) days.

Detailed disclosures regarding the schedule of Board and Committee meetings, attendance records
of individual Directors and a comprehensive profile of the Board including their qualifications, core
competencies, and other Directorships are incorporated in the Corporate Governance Report, which forms
an integral part of this Annual Report.

Retirement by Rotation

Section 152(6) of the Act provides that not less than two-thirds of the total number of directors of a public
Company shall be liable to retire by rotation, and that one-third of such directors as are liable to retire by
rotation shall retire from office at every AGM.

In accordance with the provisions of the Act, Mr. Vishwanath Mahendra and Mr. Ankur Kharbanda,
Executive Directors, being longest in office since their appointment, retires by rotation and being eligible,
offers them for re-appointment at the 18^th AGM.

A resolution seeking Members approval for their re-appointment forms part of the Notice of 18^th AGM of
the Company.

Independent Director Declarations

The Company has received the necessary disclosures under the Act and the SEBI Listing Regulations
including declarations from all Independent Directors that they meet the criteria of independence as
laid down under Section 149(6) of the Act and the SEBI Listing Regulations. In the opinion of the Board,
the Independent Directors fulfil the conditions specified in the Act and the SEBI Listing Regulations and
are independent of the management. Further, the Board opines that the Independent Directors possess
integrity and necessary expertise and experience (including proficiency) which bring tremendous value to
the Board and the Company.

Separate meeting of Independent Directors

During the year under review, Independent Directors of the Company met on May 07, 2025 without the
presence of Non-Independent Directors, Executive Directors and the management of the Company. All the
Independent Directors were present in the said meetings.

Key Managerial Personnel and changes, if any

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of the
Company as on March 31, 2026, are as under:

Sr. No.	Name	Category
1	Mr. Krishnan Ramachandran	Managing Director & CEO
2	Mr. Vishwanath Mahendra	Executive Director & Chief Financial Officer
3	Mr. Ankur Kharbanda	Executive Director & Chief Business Officer
4	Ms. Aparna Sharma	Company Secretary & Compliance Officer

The following changes took place in Key Managerial Personnel, during the period under review:

Name	Change	Effective Date
Mr. Vishwanath Mahendra	Appointment as Executive Director and Chief Financial Officer	May 07, 2025
Mr. Ankur Kharbanda	Appointment as Executive Director and Chief Business Officer	May 07, 2025
Mr. Rajat Sharma	Ceased to be the Company Secretary and Compliance Officer upon resignation	October 31, 2025
Ms. Aparna Sharma	Appointment as Company Secretary and Compliance Officer	January 29, 2026

In terms of the IRDAI’s Master Circular on Corporate Governance for Insurers, 2024 read with IRDAI
(Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024, the
Company has following Key Management Persons in addition to aforesaid KMPs:

Sr. No.	Name	Designation
1	Dr. Bhabatosh Mishra	Director and Chief Operating Officer
2	Mr. Dhiresh Rustogi	Director and Chief Technology Officer
3	Mr. Manish Sen	Executive Vice President and Appointed Actuary
4	Mr. Tarun Katyal	Director and Chief Sustainability and HR Officer
5	Mr. Vikas Jain	Executive Vice President and Chief Investment Officer
6	Mr. Rajat Bajaj	Director and Chief - Legal, Compliance, Secretarial and Regulatory Affairs
7	Mr. Vipul Sharma	Executive Vice President and Chief Risk Officer
8	Ms. Smriti Manchanda	Senior Vice President and Head of Internal Audit

Performance Evaluation of the Directors, Chairman, the Board and its Committees

The Board of Directors of the Company, based on recommendation of the Nomination and Remuneration
Committee (''NRC’), has approved adoption of performance evaluation framework which lays down
Guidelines for annual performance evaluation of the Board, its Committee(s), Chairperson and individual
Director(s) in accordance with the applicable provisions of the Act, SEBI Listing Regulations and in line
with Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, Master Circular on Corporate
Governance for Insurers, 2024 issued by IRDAI.

The Board has evaluated the performance of the Board, each of its committees, each of the directors
and the Chairperson. The NRC is also responsible for supporting the Board with the determination of the
evaluation criteria for the Board and individual directors (this includes the Chairman, IDs, Non-Independent
NEDs, MD/EDs). While determining the criteria for the evaluation of the Board, the Board has established
key criteria for long term value creation for all stakeholders. The Board is committed to assessing its own
performance as a Board in order to identify its strengths and areas in which it may improve its functioning.

The Independent Directors have carried out the annual performance evaluation of the Chairman, the non¬
independent directors and the Board as a whole & its Committees.

Policy on appointment and remuneration of Directors (‘Remuneration Policy’)

The Remuneration Policy, including the criteria for remuneration to Directors, Key Managerial Personnel
and other employees is recommended by the NRC and duly approved by the Board. Pursuant to
the provisions of Section 178 of the Act, Regulation 19 of the SEBI Listing Regulations and IRDAI’s
Master Circular on Corporate Governance for Insurers, 2024, the Board has formulated the Policy. The
Remuneration Policy lays down the criteria for identification of persons who are qualified and fit and
proper to become Directors on the Board including criteria for determining qualifications, positive
attributes and independence of a Director.

The Remuneration Policy is hosted on the website of the Company at: https://transactions.nivabupa.com/
pages/investor-relations.aspx. The remuneration paid to the Directors is in line with the Policy and in
compliance with IRDAI’s Master Circular on Corporate Governance for Insurers, 2024. The Company has not
granted stock options to any of its Non-Executive Directors.

During the year under review, the Company had made changes to the Remuneration Policy in order to
align the policy with SEBI Listing Regulations and IRDAI’s Master Circular on Corporate Governance for
Insurers, 2024.

Further details about remuneration to Directors are provided under the report on Corporate Governance
and forms part of this report.

‘Fit and Proper’ Criteria for Directors and continuous monitoring requirement

Your Company had 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.

Further, based on the disclosures and confirmations received from the Directors, the Board is of the
opinion that the Directors of the Company are eminent persons with integrity and have necessary expertise
and experience to continue to discharge their responsibilities as the Director of the Company.

Familiarization Programme for Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Company as well as
with the nature of the industry and the business model of the Company through induction programmes at
the time of their appointment as well as from time to time during their tenure.

The details of familiarization programme imparted to Independent Directors for the FY 2025-26 are hosted
on the Company’s website and can be accessed at: https://transactions.nivabupa.com/pages/investor-
relations.aspx

Risk Management Strategy

The Company is committed towards a comprehensive and effective risk management framework. The
Company ensures that the risk management policies and procedures are aligned with the Company’s
strategic objectives. The management and Board actively oversees the identification, assessment, and
mitigation of key risks, including insurance, financial, market, cyber security and operational risks. The
Company is committed to maintain and continuously evolve a robust risk management culture, ensuring
business continuity, and complying with all applicable regulations. The Company’s commitment is to
identify emerging risk before they impact customers, stakeholders and financials of the Company by
focusing on resilience, commitment to governance, transparency and investment in emerging talent and
technology.

Internal Control Systems and their adequacy

The Company has a robust and comprehensive internal audit framework and independent review
mechanism across all the processes and systems to ensure that internal controls are working effectively.
The Internal Audit function at the Company works closely with other governance functions, considering
relevant material inputs from risk management framework, compliance reports and external auditor
reports etc. Internal audits are conducted by in-house Internal Audit (''IA’) team as well as the co-sourced
auditor. The internal audit planning activity ensures coverage of Company''s information systems, business
processes and transactions across corporate and branch offices. All significant audit observations and
follow-up actions thereon are periodically reported to the Audit Committee and closely monitored for
effective implementation.

Internal Audit Framework

The Company has a robust and comprehensive internal audit framework and independent review
mechanism across all the processes and systems to ensure that internal controls are working effectively.
The Internal audit function at the Company works closely with other governance functions, considering
relevant material inputs from the risk management framework, compliance reports and external auditor
reports, etc. The Internal audit function reports key findings and the follow up status on these findings to
the Audit Committee on quarterly basis. An Internal Audit Charter duly approved by the Audit Committee
is in place, which covers scope of work, accountability, reporting, responsibility, authority and periodic
assessment of the internal audit framework.

Auditors and Auditors’ Report

Statutory Auditors

Pursuant to the provisions of Section 139 of Act, every Company is required to appoint a Statutory
Auditor for audit of financial statements of the Company. Further, IRDAI’s Master Circular on Corporate
Governance for Insurers, 2024 requires every insurance Company to appoint minimum two auditors as
Joint Statutory Auditors.

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) and
M/s. Nangia & Co. LLP, Chartered Accountants (Firm Registration No. 002391C/N500069) are the Joint
Statutory Auditors of the Company.

Change in one of the Joint Statutory Auditors

At the 17^th AGM held on August 26, 2025, the Members approved the appointment of M/s. Nangia & Co.

LLP, Chartered Accountants, as a Joint Statutory Auditor for the tenure of four years. This term remains
effective through until the conclusion of the 21^st AGM.

Statutory Auditor’s Report

The Joint Statutory Auditors’ Report on the financial statements of the Company for year ended March
31, 2026 forms part of this Annual Report. The Joint Statutory Auditors have expressed their unmodified
opinion on the financial statements and their reports do not contain any qualifications, reservations,
adverse remarks, or disclaimers.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, read with Regulation 24A of SEBI Listing Regulations, the Members
at the 17^th Annual General Meeting (AGM) held on August 26, 2025, approved the appointment of M/s.
Ranjeet Pandey & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800),
as the Secretarial Auditor of the Company. The appointment is for a term of five (5) consecutive years,
concluding at the 22^nd AGM.

The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed herewith as
Annexure-D and does not contain any qualifications, reservations, or adverse remarks.

Reporting of Frauds by Auditors

During the year under review, there are no reportable frauds committed in the Company by its officers or
employees which are identified by the Joint Statutory Auditors or Secretarial Auditor under Section 143(12)
of the Companies Act, 2013 and Rules framed thereunder.

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.

Ind AS Implementation

Pursuant to the notification IRDAI/Reg/2/216/2026 dated March 30, 2026 issued by the Insurance
Regulatory and Development Authority of lndia (lRDAI), the Company will adopt lndian Accounting
Standards (lnd AS) with effect from the financial year 2026-27 having transition date as April 01, 2026. The
notification amends the IRDAI (Actuarial, Finance and lnvestment Functions of lnsurers) Regulations,2024
and requires insurers to prepare and present financial statements in accordance with applicable lnd AS,
along with the prescribed principles and policies, to present a true and fair view of the state of affairs of
the Company.

Certificate from Chief Compliance Officer under the Master Circular on Corporate
Governance for Insurers, 2024 issued by IRDAI

A Compliance Certificate, ensuring compliance with the Master Circular on Corporate Governance for
Insurers, 2024, issued by the Chief Compliance Officer as per Clause 10.3(b), is annexed to this report, and
marked as Annexure-E.

Board Committees

The Board of Directors of the Company has established various Board Committees to assist in discharging
their duties. These include Audit Committee, Stakeholders'' Relationship Committee, CSR, ESG & Climate
Change Committee, Risk Management Committee, Nomination & Remuneration Committee, Investment
Committee and Policyholder Protection Grievance Redressal & Claims Monitoring Committee. The Board
has approved the terms of reference for each of these committees. All the Committees of the Board hold
their meetings at regular intervals and make their recommendations to the Board from time to time as per
the applicable provisions of the Act and the SEBI Listing Regulations.

A detailed note on the composition of the committees and other mandatory details is provided in the
Corporate Governance Report forming part of this Annual Report.

Investor Services

In its endeavour to improve investor services, your Company has taken the following initiatives:

• The Investor Section on the website of the Company (www.nivabupa.com) is updated regularly for
information of the shareholders.

• Disclosure(s) made to the Stock Exchanges are promptly uploaded on the website of the Company, as
per the requirement of the SEBI Listing Regulations, for information of the Investors.

• There is a dedicated e-mail id [email protected] for sending communications to the Company
Secretary and Compliance Officer. Members may lodge their requests, complaints and suggestions on
this e-mail as well.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act,as amended, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for financial
Year ended on March 31, 2026, is hosted on the website of the Company at https:/ffransactions.nivabupa.
com/pages/investor-relations.aspx . The Annual return shall be filed with the Registrar of Companies,
within the statutory timelines.

Deposits

During the year under review, the Company has not accepted any deposits as per Section 73 of the Act
read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of loans, investments, guarantees and securities

Details of loans and advances given, investments made or guarantees given or security provided as per
the provisions of Section 186(4) of the Act and Regulation 34 read with Schedule V of the SEBI Listing
Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

Vigil Mechanism and Whistle-blower Policy

The Company seeks to create an environment free of unfair practices and unethical conduct by laying
down the highest standards of conduct for its employees. The Company has established a robust Vigil
Mechanism and has a Board approved Whistle-blower Policy in accordance with the provisions of the
Act and the Listing Regulations. The Policy provides a formal mechanism for communicating instances
of breach of any law, statute or regulation by the Company, issues related to accounting policies and
procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of
information in the nature of Unpublished Price Sensitive Information ("UPSI”), misuse of office, suspected/
actual fraud and criminal offences. The Policy provides for a mechanism to report such concerns to the
Chairperson of the Audit Committee of the Company or to the Chief Compliance Officer of the Company
through specified channels.

Significant and Material Orders Passed by Regulators or Courts or Tribunals impacting
the Going Concern Status and Operations of the Company

During the year under review, no significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and operations of the Company in future.

Maintenance of Cost Records

Being an Insurance Company, the Company is not required to maintain cost records as specified by the
Central Government under Section 148(1) of the Act.

Transfer to Investor Education and Protection Fund

No unpaid or unclaimed dividend and shares thereof transferred to Investor Education and
Protection Fund.

Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status as at the end of the
financial year.

The Company has not filed any application nor any such proceedings are pending under the Insolvency
and Bankruptcy Code, 2016, as at March 31, 2026.

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.

The above is not applicable given that the Company has not filed any application for settlement during the
financial year ended March 31, 2026.

Disclosure in relation to the Maternity Benefit Act, 1961

The Company is steadfast in its commitment to fostering an inclusive and supportive workplace for all
female employees. We confirm compliance with the Maternity Benefit Act, 1961 (and its subsequent
amendments) for the financial year 2025-26. Throughout this period, the Company fulfilled all statutory
obligations, including the provision of 26 weeks of paid maternity leave, creche facilities where applicable,
and the availability of nursing breaks and work-from-home arrangements. We are pleased to report that no
grievances or complaints regarding the denial of maternity benefits were received during the year.

Directors’ Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any,
there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

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

Acknowledgements

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

The Board places on record its deep sense of appreciation for the committed services by all the
employees, agents, advisors and Partners of the Company. The Board would also like to express their
sincere appreciation for the assistance and co-operation received from the financial institutions, banks,
government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders
and debenture trustee during the year under review.

We look forward to their continuous support in the future.

For and on behalf of the Board of Directors

Milind Gajanan Barve Krishnan Ramachandran

Chairman & Independent Director Managing Director & Chief Executive Officer

DIN: 00087839 DIN: 08719264

Place: Mumbai Place: Gurugram

Date: May 08, 2026 Date: May 08, 2026

---

Mar 31, 2025

The Board of Directors is pleased to present the Seventeenth Annual Report of Niva Bupa Health Insurance
Company Limited ("the Company”), along with the Audited Financial Statements for the financial year
ended March 31, 2025.

Financial Results

The Company’s financial performance for the year ended March 31, 2025 is summarised below:

(INR in ''000)

Particulars	2024-25	2023-24
Gross Written Premium	6,76,22,258	5,60,75,740
Earned Premium (Net)	4,89,44,572	3,81,12,486
Investment Income	47,98,277	30,42,228
Other Income	1,29,649	31,598
Less: Claims Incurred (Net)	2,99,65,221	2,25,21,939
Less: Commission Paid (Net)	1,06,45,738	74,81,819
Less: Operating Expenses	1,08,31,202	1,00,71,647
Less: Other Expenses	2,88,781	2,74,258
Less: Provision for diminution in the value of investments	-	-
Less: Provision for doubtful debts	6,341	18,131
Profit/(Loss) before Tax	21,35,215	8,18,518
Key Business Parameters	2024-25	2023-24
Solvency Ratio	3.03	2.55
Share Capital (INR in ''000)	1,82,70,263.98	1,69,95,345.95
No. of Employees	8,936	7,868
No. of offices	212	210
No. of Individual Agents	1,80,905	1,43,074
No. of Policies (Policies in force)	28,26,688	24,43,605

Solvency

The Solvency Ratio is calculated as per requirements of Insurance Regulatory and Development Authority
of India (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024. The solvency ratio of
your Company as on March 31, 2025 stood at 303% against required solvency of 150%.

State of the Company’s affairs/overview

Your Company posted a Gross Written Premium of INR 6,762 crores for the year thereby registering a 21%
growth over previous year. The Company posted underwriting loss of INR 249.8 crores during the year as
compared to underwriting loss of INR 196.3 crores during the previous year. The Net Profit for the year was
INR 213.52 crores as compared to net profit of INR 81.85 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 & Brokers), Direct & digital channel.

Key highlights of the year are as follows:

• Launched Rise, new health insurance product with innovative features like Flexi-pay, Return, Smart Cash
& Unlimited Digital Consultations

• Certified Great Place to Work (GPTW) for 5th consecutive year

• Recognised amongst India''s Top 25 Best Workplaces in BFSI 2025

Dividend

The Board of Directors has not recommended any dividend for the financial year 2024-25.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''SEBI LODR’), the Board of Directors of the Company had
formulated a Dividend Distribution Policy (''the Policy’). The Policy is available on the Company’s website at
https://transactions.nivabupa.com/pages/ investor-relations.aspx.

Transfer to Reserves

During the year under review, the Company has not transferred any amounts to the General reserve.
Change(s) in the Nature of Business

During the year under review, there were no material changes in the nature of business of the Company.

Material event(s) during the year under Review

Listing on Stock Exchanges

During the financial year 2024-25, the Company successfully completed its Initial Public Offering (IPO),
and its equity shares were listed on BSE Limited and the National Stock Exchange of India Limited on
November 14, 2024, following receipt of listing and trading approvals from the respective stock exchanges.
The IPO comprised a fresh issue of 10,81,08,108 equity shares of face value ?10 each, aggregating to ?800
crore, and an Offer for Sale (OFS) of 18,91,89,188 equity shares of face value ?10 each, aggregating to
?1,400 crore. The issue price was set at ?74 per share, including a premium of ?64. The OFS consisted of (i)
4,72,97,297 equity shares worth ?350 crore by Bupa Singapore Holdings Pte. Ltd. and (ii) 14,18,91,891 equity
shares worth ?1,050 crore by Fettle Tone LLP. Post completion of the IPO, the Company’s paid-up share
capital stood at ^1,827.03 crore as on March 31, 2025.

Material changes from the end of the Financial year till the date of this report

There have been no material changes or commitments affecting the financial position of the Company
between the end of the financial year and the date of this report.

Capital Structure, Shareholding, Stock Options and Debentures

Authorised Share Capital

As of March 31, 2025, the authorised share capital of the Company stood at ?5,000 crore (Rupees Five
Thousand Crore only), comprising 500 crore (Five Hundred Crore) equity shares of face value ?10 (Rupees
Ten) each.

Paid-up Share Capital

Consequent to the IPO and listing of equity shares, the paid-up share capital of the Company as of March
31, 2025, stood at ^1,827.03 crore (Rupees One Thousand Eight Hundred Twenty-Seven Crore Three Lakh
only), comprising 182.70 crore (One Hundred Eighty-Two Crore Seventy Lakh Twenty-Six Thousand Three
Hundred Ninety-Eight) equity shares of face value ?10 (Rupees Ten) each.

Differential Voting Rights and Sweat Equity Shares

During the financial year, no shares with differential voting rights and sweat equity shares were issued.
Employees Stock Option Scheme

As on the financial year ended March 31, 2025, the Company has two employees stock option plan ("ESOP
Schemes”), namely:

a) Niva Bupa Employees Stock Option Scheme 2020 ("ESOP 2020”); and

b) Niva Bupa Employees Stock Option Scheme 2024 ("ESOP 2024”).

During the year under review, the Shareholders in their Extra Ordinary General Meeting held on May
10, 2024 amended the ESOP 2020 & ESOP 2024 Schemes by passing Special Resolutions, to meet
the regulatory requirement in terms of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB & SE Regulations”). This was undertaken to ensure that the ''ESOP Schemes’
were in compliance with SEBI SBEB & SE Regulations once the Company was listed and to provide ease of
administration of the options.

Post listing of Equity Shares of the Company, the ''ESOP Schemes’ were ratified by the Shareholders
through Postal Ballot on January 16, 2025, in accordance with SEBI SBEB & SE Regulations.

Further, the details as required to be disclosed under Regulation 14 of the SEBI SBEB & SE Regulations
can be accessed at https://transactions.nivabupa.com/pages/investor-relations.aspx and details for ''ESOP
Schemes’ of the Company also forms part of the notes to accounts of the financial statements.

The Company has also obtained certificates from the Secretarial Auditors confirming that ESOP 2020 &
ESOP 2024 have been implemented in accordance with the SEBI SBEB & SE Regulations and as per the
resolutions passed by the shareholders of the Company. The said certificates will be made available for
inspection by the members electronically during the ensuing AGM of the Company.

Debentures

As on March 31, 2025, the Company has 2,500 outstanding Non-Convertible Debentures ("NCDs”) having
a face value of INR 10 lakh each. NCDs are listed on the wholesale debt market segment of the National
Stock Exchange of India Limited.

The Company had paid annual interest to all the debenture holders on due date as mentioned below:

ISIN	Outstanding NCDs	Interest Payment Date	Due Date
INE995S08028	^1,00,00,00,000	March 12, 2025	March 15, 2025
INE995S08010	^1,50,00,00,000	November 13, 2024	November 15, 2024

There was no unclaimed interest amount lying with the Company.

Credit Rating

During the year under review, the Company has maintained credit rating of "CARE AA (Stable)” assigned

by CARE Ratings Limited on ?250 Crore debentures of the Company.

Subsidiary, Joint Venture and Associate companies

The Company has no Subsidiary, Joint Venture and Associate companies.

Secretarial Standards

During the year under review, the Company has followed the applicable Secretarial Standards, with

respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of

Company Secretaries of India.

Directors’ Responsibility Statement

Your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed, with no material departures;

b) They have selected appropriate accounting policies and applied them consistently, making judgements
and estimates that are reasonable and prudent, to present a true and fair view of the state of affairs of
the Company as at March 31, 2025, and of the profit for the year then ended;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records, in
accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and confirm that such
controls are adequate and operating effectively; and

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

Corporate Governance

A detailed Report on Corporate Governance, prepared in accordance with Regulation 34 read with
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations”), forms part of this Annual Report.

A certificate from the Secretarial Auditors, confirming compliance with the conditions of Corporate
Governance as stipulated in Clause E of Schedule V to the SEBI Listing Regulations, is annexed to the
Corporate Governance Report.

Code of conduct for the Board and Senior Management

The Board Members and Senior Management Personnel have affirmed compliance with the Code
of Conduct for Directors and Senior Management for the year ended March 31, 2025. A certificate
from the Chief Executive Officer & Managing Director confirming this forms part of the Corporate
Governance Report.

Additionally, a certificate under Regulation 17(8) of the SEBI Listing Regulations, from the Chief Executive
Officer and Chief Financial Officer, confirming the accuracy of the financial statements and the adequacy
of internal control measures, also forms part of the Corporate Governance Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report ("BRSR”), as required under Regulation 34 of the
SEBI Listing Regulations, is presented in a separate section of this Annual Report and has also been made
available on the Company’s website.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, prepared in accordance with
the SEBI Listing Regulations, is presented as a separate section forming part of this Annual Report.

Contracts or Arrangements with Related Parties

During the year under review, all transactions with related parties were conducted on an arm’s length
basis and in the ordinary course of business. These transactions were reviewed and approved by the Audit
Committee, with omnibus approval obtained wherever applicable.

No transactions with related parties fell within the scope of Section 188(1) of the Companies Act, 2013.
Accordingly, there are no disclosures required under Sections 134(3)(h) and 188 of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2.

The policy on dealing with related party transactions ("RPT Policy”) formulated by the Board can be
accessed at https://transactions.nivabupa.com/pages/investor-relations.aspx

Corporate Social Responsibility (CSR)

The Company has complied with the provisions of Section 135 of the Companies Act, 2013, including
all subsequent amendments. During the year under review, the Company was not required to incur any
expenditure under CSR, as per Section 135 of the Act and the applicable Rules.

The CSR Policy is available on the Company’s website at https://transactions.nivabupa.com/pages/
investor-relations.aspx.

The Annual Report on CSR activities forms part of this Report and is annexed herewith as Annexure-1.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and
Outgo

The information required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, relating to conservation of energy, technology absorption, and foreign exchange
earnings and outgo, is annexed to this Report and marked as Annexure-2.

Particulars of Employees and Related Disclosures

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management is in compliance
with Section 197 of the Companies Act, 2013 ("the Act”), read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended. It is also aligned with the Company’s
Nomination & Remuneration Policy, formulated in accordance with Section 178 of the Act, Regulation 19
read with Schedule II of the SEBI Listing Regulations, and the Master Circular on Corporate Governance for
Insurers, 2024, issued by IRDAI.

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
annexed to this Report and marked as Annexure-3.

The statement containing particulars of the top 10 employees and other details as required under Section
197(12) of the Act read with Rule 5(2) and 5(3) of the said Rules forms a separate annexure to this Report.

In accordance with the proviso to Section 136(1) of the Act, this annexure is not being sent to shareholders
but is available for inspection. Members interested in obtaining a copy may write to investor@nivabupa.
com. None of the employees listed in the said annexure are related to any Director of the Company.

Prevention of Sexual Harassment at Workplace

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act”) and the Rules made thereunder, the Company has implemented a zero-
tolerance policy towards sexual harassment at the workplace.

Internal Complaints Committees (ICCs) have been constituted to address and resolve complaints in
accordance with the POSH Act. The Company also conducts regular training and awareness programmes
to foster a respectful and inclusive work environment.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act”), the Company has in place a policy that ensures a safe
and respectful workplace. The status of complaints during the year is as follows:

a) Number of complaints pending as on April 1, 2024: 5

b) Number of complaints filed during the financial year: 20

c) Number of complaints disposed of during the financial year: 19

d) Number of complaints pending resolution as on March 31, 2025: 6

The Company continues to conduct regular training and awareness programmes to reinforce a culture of
respect and inclusion across all levels.

Directors and Key Managerial Personnel

Composition

The Company’s Board is constituted in compliance with the Companies Act, 2013, SEBI Listing Regulations,
and the Master Circular on Corporate Governance for Insurers, 2024.

As on March 31, 2025, the Board comprised eight (8) Directors, including four (4) Non-Executive Directors
(non-Independent), three (3) Independent Directors, and one (1) Executive Director. The Board also
includes one Woman Independent Director, reflecting the Company’s commitment to gender diversity.

Details of the composition of the Board of Directors are provided in the Corporate Governance Report,
which forms part of this Annual Report.

Changes in Board Composition

Changes in the Board composition during FY 2024-25 and up to the date of this Report, are given below:
Appointment of Director(s)

Sr. No.	Name	Category	Date of Appointment
1	Mr. Carlos Antonio Jaureguizar Ruiz Jarabo	Non-executive director	10-05-2024
2	Ms. Geeta Dutta Goel	Independent Director	21-06-2024
3	Mr. Mohit Gupta	Independent Director	13-12-2024
4	Mr. Sridhar Srinivasan	Independent Director	10-04-2025

Retirement/Cessation of Director(s)

Sr. No.	Name	Category	Date of Cessation	Date of Retirement
1	Mr. Dinesh Kumar Mittal	Independent Director	30-10-2024	-
2	Mr. Divya Sehgal	Nominee Director	09-12-2024	-
3	Mr. Pradeep Pant	Independent Director	-	19-01-2025

The Board records its deepest appreciation for the contribution by Mr. Dinesh Kumar Mittal, Mr. Divya
Sehgal and Mr. Pradeep Pant during their tenure on the Board of the Company.

Retirement by Rotation

Section 152(6) of the Companies Act, 2013, provides that not less than two-thirds of the total number of
directors of a public company shall be liable to retire by rotation, and that one-third of such directors are
required to retire at every Annual General Meeting (AGM).

In accordance with these provisions, Mr. David Martin Fletcher and Ms. Penelope Ruth Dudley, Non¬
Executive Directors, being the longest in office since their last appointment, are liable to retire by rotation
and, being eligible, have offered themselves for re-appointment at the 17th AGM.

Resolutions seeking Members’ approval for their re-appointment form part of the Notice convening the
17th AGM of the Company.

Meetings of the Board and its Committees

The details regarding the number of meetings of the Board and its various Committees, attendance of
Directors, and the constitution of Committees are provided in the Corporate Governance Report, which
forms part of this Annual Report.

Independent Directors’ Declarations

The Company has received declarations from all Independent Directors confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors fulfil the specified conditions and are independent
of management. The Board further believes that they possess integrity, expertise, and the requisite
proficiency, which brings significant value to the Company.

Separate Meeting of Independent Directors

During the year under review, the Independent Directors met on April 19, 2024, and October 31, 2024,
without the presence of Non-Independent Directors, Executive Directors, and members of management.
All Independent Directors attended these meetings.

Key Managerial Personnel (KMP) and Changes, if any

Pursuant to Section 203 of the Act, the Key Managerial Personnel (KMP) of the Company as on May 07,
2025, are as follows:

Sr. No.	Name	Category
1	Mr. Krishnan Ramachandran1	CEO & Managing Director
2	Mr. Vishwanath Mahendra2	Executive Director & Chief Financial Officer
3	Mr. Ankur Kharbanda2	Executive Director & Chief Business Officer
4	Mr. Rajat Sharma	Company Secretary

Note: There is no change in the Key Managerial Personnel during the financial year 2024-2025

In terms of the Master Circular on Corporate Governance for Insurers, 2024 issued by IRDAI read with
IRDAI (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024,
the Company has following Key Management Persons in addition to aforesaid KMP, as on May 07, 2025:

Sr. No.	Name	Category
1	Mr. Tarun Katyal	Director and Chief Sustainability & HR Officer
2	Dr. Bhabatosh Mishra	Director & Chief Operating Officer
3	Mr. Manish Sen	Executive Vice President & Appointed Actuary
4	Mr. Dhiresh Rustogi	Director and Chief Technology Officer
5	Mr. Vikas Jain	Executive Vice President and Chief Investment Officer
6	Mr. Rajat Bajaj	Director & Chief - Legal, Compliance, Secretarial & Regulatory Affairs
7	Ms. Joanne Elizabeth Woods	Senior Vice President and Chief Risk Officer
8	Ms. Smriti Manchanda	Senior Vice President and the Head Internal Audit

Performance Evaluation of the Directors, Chairman, the Board and its Committees

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee (NRC),
has adopted a performance evaluation framework that provides guidelines for the annual assessment
of the Board, its Committees, the Chairperson, and individual Directors. This framework is aligned with
the provisions of the Companies Act, 2013, the SEBI Listing Regulations, the Guidance Note on Board
Evaluation issued by SEBI on January 5, 2017, and the Master Circular on Corporate Governance for
Insurers, 2024, issued by IRDAI.

As part of this process, the Board, with assistance from the NRC, has evaluated the performance of
the Board as a whole, each of its Committees, and individual Directors. The NRC supports the Board
in determining evaluation criteria, including for the Chairman, Independent Directors, Non-Executive
Non-Independent Directors, and Managing/Executive Directors. These criteria are designed to promote
long-term value creation for all stakeholders and to help the Board identify its strengths as well as areas
for improvement.

Additionally, the Independent Directors have conducted the annual performance evaluation of the
Chairman, the Non-Independent Directors, and the Board and its Committees as a whole.

Policy on Appointment and Remuneration of Directors (“Nomination & Remuneration Policy”)

The Nomination & Remuneration Policy, including the criteria for remuneration of Directors, Key Managerial
Personnel (KMP), and other employees, is recommended by the Nomination and Remuneration Committee
(NRC) and approved by the Board. In accordance with the provisions of Section 178 of the Companies Act,
2013, Regulation 19 of the SEBI Listing Regulations, and the Master Circular on Corporate Governance for
Insurers, 2024, issued by IRDAI, the Board has formulated the Policy.

The Remuneration Policy lays down the criteria for identifying qualified and fit-and-proper individuals to
serve as Directors, including criteria for determining qualifications, positive attributes, and independence.

The Policy is available on the Company’s website at https://transactions.nivabupa.com/pages/investor-
relations.aspx. The remuneration paid to Directors during the year was in line with the Policy and compliant
with the IRDAI Master Circular. No stock options have been granted to any Non-Executive Directors.

During the year under review, this Policy was revised to align with the updated SEBI Listing Regulations
and the IRDAI Master Circular. Further details on Directors’ remuneration are provided in the Corporate
Governance Report, which forms part of this Annual Report.

‘Fit and Proper’ Criteria for Directors and Continuous Monitoring

All Directors have submitted declarations under Section 164 of the Companies Act, 2013, confirming
they are not disqualified from serving as directors. Additionally, each Director has confirmed compliance
with the ''fit and proper’ criteria prescribed in the IRDAI Master Circular on Corporate Governance for
Insurers, 2024.

Based on these disclosures and confirmations, the Board believes that all Directors are eminent
individuals of integrity, possessing the expertise and experience necessary to continue discharging their
responsibilities effectively.

Familiarization Programme for Independent Directors

The Company conducts familiarization programmes to equip Independent Directors with their roles, rights,
and responsibilities, as well as to provide insights into the Company’s business model and the dynamics
of the health insurance industry. These programmes are held at the time of appointment and periodically
during their tenure.

The details of familiarization programme imparted to Independent Directors for the FY 2024-25 have been
hosted on the Company’s website at: https://transactions.nivabupa.com/pages/investor-relations.aspx.

Risk Management

Risk Management Strategy

The Company is committed to maintaining a comprehensive and effective risk management framework
that aligns with its strategic objectives. The Management and the Board actively oversee the identification,
assessment, and mitigation of key risks, including insurance, financial, market, cybersecurity, and
operational risks.

The Company strives to foster a robust risk management culture that ensures business continuity and
compliance with all applicable regulations. By focusing on resilience, strong governance, transparency, and
investments in emerging talent and technology, the Company aims to proactively identify and address
emerging risks before they impact customers, stakeholders, or financial performance.

Internal Control Systems and their adequacy

The Company has established a robust and comprehensive internal audit framework, supported by
an independent review mechanism across all processes and systems to ensure the effectiveness
of internal controls. The Internal Audit function works in close coordination with other governance
functions, leveraging insights from the risk management framework, compliance reports, and external
auditor findings.

Internal audits are carried out by the in-house Internal Audit (IA) team in collaboration with a co-sourced
audit partner. The audit planning process ensures comprehensive coverage of the Company’s information
systems, business processes, and transactions across corporate and branch offices.

Significant audit observations and the corresponding follow-up actions are regularly reported to the Audit
Committee and are closely monitored to ensure timely and effective implementation.

Internal Audit Framework

The Company has established a robust and comprehensive internal audit framework, supported by an
independent review mechanism that spans all processes and systems to ensure the effectiveness of internal
controls. The Internal Audit function works closely with other governance functions, incorporating key
inputs from the risk management framework, compliance reports, and external auditor findings.

Key audit findings and their follow-up status are reported to the Audit Committee on a quarterly basis
for review and oversight. The Internal Audit function operates under an Internal Audit Charter, duly
approved by the Audit Committee, which defines its scope of work, accountability, reporting structure,
responsibilities, authority, and the periodic assessment of the internal audit framework.

Auditors and Auditors’ Report

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, every company is required to
appoint a Statutory Auditor to audit its financial statements. Additionally, the Master Circular on Corporate
Governance for Insurers, 2024, issued by IRDAI, mandates that every insurance company must appoint a
minimum of two auditors as Joint Statutory Auditors.

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) and M/s.
T.R. Chadha & Co. LLP, Chartered Accountants (Firm Registration No. 006711N/ N500028) are the Joint
Statutory Auditors of the Company.

Change in one of the Joint Statutory Auditors

M/s T. R. Chadha & Co. LLP, Chartered Accountants, will complete their term as Joint Statutory Auditors at
the conclusion of the 17th Annual General Meeting (AGM) in 2025.

Based on the recommendation of the Audit Committee, the Board, at its meeting held on May 7, 2025,
approved the appointment of M/s Nangia & Co. LLP, Chartered Accountants (Firm Registration No.
002391C), as one of the Joint Statutory Auditors of the Company. Their appointment will be effective
from the conclusion of the 17th AGM (2025) and will continue until the conclusion of the 21st AGM (2029),
subject to the approval of shareholders.

M/s Nangia & Co. LLP has confirmed that:

a) their appointment is within the limits prescribed under Section 141 of the Companies Act, 2013;

b) they are not disqualified from continuing as Statutory Auditors under Section 141 of the Act; and

c) they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants
of India.

The resolution for their appointment, along with a brief profile of the firm, forms part of the Notice
convening the 17th AGM.

The Joint Statutory Auditors’ Report on the financial statements of the Company for FY2025 forms part of
this Annual Report. The Auditors have expressed an unmodified opinion on the financial statements, and
their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

Secretarial Audit’s Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the SEBI Listing
Regulations, as amended from time to time, the Company appointed M/s Ranjeet Pandey & Associates,
Practicing Company Secretaries (Firm Registration No. P2014MH034700), to conduct the Secretarial Audit
for FY2025.

The Secretarial Audit Report is annexed to this Report and marked as Annexure-4, except as stated below,
the Secretarial Auditors have not made any qualifications, reservations, adverse remarks, or disclaimers in
their report:

Secretarial Auditor comment:

The meeting of the Board of Directors to consider and approve the financial results for the quarter ended
September 30, 2024, was held on November 25, 2024—beyond the 45-day period stipulated under
Regulation 52(1) of the SEBI Listing Regulations. Consequently, the National Stock Exchange of India
Limited (NSE) imposed a fine on the Company for this delay.

Management’s response:

The shareholders are informed that, as per SEBI Listing Regulations, the financial statements for the debt
segment for the quarter ended September 30, 2024, were required to be submitted to the stock exchanges
by November 14, 2024. Due to the Company’s pre-occupation with the IPO process, the submission was
delayed. The financial statements were subsequently approved by the Board and submitted to the NSE on
November 25, 2024.

The Company received a letter from NSE dated January 1, 2025, levying a fine of ?47,200, which was duly
paid on January 10, 2025.

The Annual Secretarial Compliance Report for FY2025 will be submitted to the stock exchanges
within the prescribed timelines and will also be made available on the Company’s website
at https://transactions.nivabupa.com/pages/investor-relations.aspx

Secretarial Auditor

At its meeting held on May 7, 2025, the Board of Directors, based on the recommendation of the Audit
Committee, approved the appointment of M/s Ranjeet Pandey & Associates, Practicing Company
Secretaries (Firm Registration No. P1988MH009800), as the Secretarial Auditor of the Company for a term
of five years, i.e., until the conclusion of the 22nd Annual General Meeting (AGM), subject to the approval of
shareholders at the ensuing 17th AGM.

The Company has received consent from M/s Ranjeet Pandey & Associates along with confirmation of their
eligibility to act as Secretarial Auditor. Their brief profile has been included in the Notice convening the
17th AGM.

During the year under review, no instances of fraud were identified in the Company by its officers or
employees that were reportable under Section 143(12) of the Companies Act, 2013, by the Joint Statutory
Auditors or the Secretarial Auditor.

Internal Auditor

The Company has an in-house Internal Audit team that effectively carries out internal audits across all
functions of the organization. The team highlights areas requiring attention and submits its findings
and recommendations to the Audit Committee. The Audit Committee, in turn, reviews these findings,
monitors the corrective actions taken, and assesses the effectiveness of the internal control systems on a
quarterly basis.

Ind AS Implementation

In line with the IRDAI circular Ref. No. 100/2/Ind AS-Mission Mode/2022-23 dated October 31, 2022, the
Company constituted an Ind AS Steering Committee to oversee the implementation of Indian Accounting
Standards (Ind AS). The implementation process has since been completed, and the Company is now
preparing its financial statements in compliance with Ind AS. As the Management is of the view that no
further process reviews are required, the Steering Committee has been dissolved.

Certificate from Compliance Officer (under the Master Circular on Corporate Governance
for Insurers, 2024 issued by IRDAI)

A Compliance Certificate, confirming adherence to the Master Circular on Corporate Governance for
Insurers, 2024, issued by IRDAI, has been provided by the Chief Compliance Officer under Clause 10.3(b) of
the Circular. This certificate is annexed to this Report as Annexure-5.

Board Committees

The Board of Directors has constituted various Committees to assist in discharging its responsibilities
effectively. These include the Audit Committee, Stakeholders’ Relationship Committee, CSR, ESG & Climate
Change Committee, Risk Management Committee, and the Nomination & Remuneration Committee.

Each Committee operates within a defined scope of work as approved by the Board and meets regularly
to review matters within its purview. Recommendations from these Committees are placed before the
Board for consideration in accordance with the provisions of the Companies Act, 2013, and the SEBI
Listing Regulations.

A detailed note on the composition and functioning of these Committees is provided in the Corporate
Governance Report, which forms part of this Annual Report.

Company Policies

The Board periodically reviews and approves key policies to ensure compliance with applicable laws and
regulations, and to uphold high standards of governance and administration. An overview of these key
policies is included in the Corporate Governance Report forming part of this Annual Report.

Investor Services

As part of its commitment to enhancing investor services, the Company has undertaken the
following initiatives:

• The Investor Section on the Company’s website (www.nivabupa.com) is updated regularly to provide
shareholders with timely and relevant information.

• Disclosures made to the stock exchanges are promptly uploaded on the website in compliance with the
SEBI Listing Regulations, ensuring transparency and easy access for investors.

• A dedicated e-mail address, [email protected], has been provided for shareholders to
communicate directly with the Company Secretary and Compliance Officer. Members may use this
e-mail ID to submit requests, complaints, and suggestions.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, as amended, read with Rule
12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for
the financial year ended March 31, 2025, has been hosted on the Company’s website at https://transactions.
nivabupa.com/pages/investor-relations.aspx. The Annual Return will be filed with the Registrar of
Companies within the statutory timelines.

Deposits

During the year under review, the Company has not accepted any deposits under Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of loans, investments, guarantees and securities

Details of loans and advances granted, investments made, guarantees given, or securities provided, as
required under Section 186(4) of the Companies Act, 2013, and Regulation 34 read with Schedule V of the
SEBI Listing Regulations, are disclosed in the notes forming part of the financial statements included in this
Annual Report.

Vigil Mechanism and Whistle-blower Policy

The Company is committed to fostering an environment free from unfair practices and unethical conduct
by upholding the highest standards of integrity and professionalism. To this end, a robust Vigil Mechanism
has been established, and a Board-approved Whistle-blower Policy has been implemented in compliance
with the provisions of the Companies Act, 2013, and the SEBI Listing Regulations.

This Policy provides a formal framework for employees and other stakeholders to report concerns relating
to breaches of laws, statutes, or regulations; issues with accounting policies or procedures; acts leading to
financial loss or reputational damage; leakage of Unpublished Price Sensitive Information ("UPSI”); misuse
of office; suspected or actual fraud; and criminal offences.

The mechanism allows such concerns to be reported confidentially either to the Chairperson of the Audit
Committee or to the Chief Compliance Officer through specified channels, ensuring appropriate review
and redressal.

Significant and Material Orders Passed by Regulators or Courts or Tribunals impacting the Going
Concern Status and Operations of the Company

During the year under review, no significant or material orders were passed by the Regulators, Courts, or
Tribunals that could impact the going concern status or future operations of the Company.

Maintenance of Cost Records

Being an insurance company, the Company is not required to maintain cost records as specified by the
Central Government under Section 148(1) of the Companies Act, 2013.

Transfer to Investor Education and Protection Fund

There were no unpaid or unclaimed dividends or shares requiring transfer to the Investor Education and
Protection Fund during the year under review.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,

2016 during the year along with their status as at the end of the financial year.

The Company has not filed any application nor any such proceedings are pending under the Insolvency
and Bankruptcy Code, 2016, as at March 31, 2025.

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.

The above is not applicable given that the Company has not filed any application for settlement during the
financial year ended March 31, 2025.

Commodity price risk or foreign exchange risk and hedging activities

This is not applicable to the Company, as it does not undertake any commodities business nor does it have
any exposure to foreign currencies that would necessitate the implementation of hedging strategies.

Revision of financial statements and Board Report

During the financial year under review, there were no revisions made to the financial statements or the
Board’s Report of the Company.

Acknowledgements

The Directors wish to place on record their deep appreciation for the hard work, dedicated efforts,
teamwork, and professionalism shown by the employees, which have enabled your Company to establish
itself among the leading health insurance companies in India.

The Board places on record its deep sense of appreciation for the committed services of all the
employees, agents, advisors, and partners of the Company. The Board would also like to express its sincere
appreciation for the assistance and cooperation received from the financial institutions, banks, government
and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders, and
debenture trustee during the year under review.

We look forward to their continued support in the future.

For and on behalf of the Board,

Chandrashekhar Bhaskar Bhave Krishnan Ramachandran

Chairman and Independent Director Chief Executive Officer & Managing Director

DIN: 00059856 DIN: 08719264

Place: Gurugram
Date: May 07, 2025

1

Mr. Krishnan Ramachandran was re-appointed as the CEO & Managing Director of the Company, not liable to retire by rotation, to
hold office for a second term for a further period of five years commencing on May 01, 2025 to April 30, 2030 on such terms and
conditions including remuneration, as approved by the shareholders of the Company via Postal ballot on Thursday, March 27, 2025.

2

As on the date of Report Mr. Vishwanath Mahendra and Mr. Ankur Kharbanda were appointed as Whole Time Directors of the
Company with effect from May 07, 2025.

---

Mar 31, 2024

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:

		(INR in ''000)
Particulars	Financial Year 2023-24	Financial Year 2022-23
Gross Written Premium	5,60,75,740	4,07,30,307
Earned Premium (Net)	3,81,12,486	2,66,27,505
Investment Income	30,42,227	19,03,238
Other Income	95,470	61,615
Less: Claims Incurred (Net)	2,24,95,417	1,43,93,106
Less: Commission Paid (Net)	74,81,819	19,08,279
Less: Operating Expenses	1,00,86,340	1,18,01,915
Less: Other Expenses	3,49,958	3,53,404
Less: Provision for diminution in the value of investments	-	-
Less: Provision for doubtful debts	18,131	10,245
Profit/(Loss) before Tax	8,18,518	1,25,409
Key Business Parameters
Solvency Ratio	2.55	1.67
Share Capital (INR in Crores)	1,699.53	1,510.68
Foreign Direct Investment (INR in Crores)	1,114.66	670.32
No. of Employees	7,868	7,375
No. of offices	210	201
No. of Agents	1,43,074	1,45,385
No. of Policies	24,43,605	19,20,037

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:

S. No	Committees	Composition
1.	Audit	Mr. Dinesh Kumar Mittal, Independent Director
	Committee	(Chairman) Mr. Pradeep Pant, Independent Director Mr. David Martin Fletcher, Non-Executive Director * Mr. Maninder Singh Juneja, Non-Executive Director (Observer)*
2.	Investment	Mr. Maninder Singh Juneja, Non-Executive Director
	Committee	(Chairman) Ms. Penelope Ruth Dudley, Non-Executive Director

		Mr. Krishnan Ramachandran, Managing Director & CEO Mr. Vikas Jain, Chief Investment Officer Mr. Vishwanath Mahendra, Chief Financial Officer Mr. Manish Sen, Appointed Actuary Ms. Joanne Elizabeth Woods, Chief Risk Officer **
3.	Policyholders Protection Committee	Ms. Penelope Ruth Dudley, Non-Executive Director (Chairperson) Mr. Maninder Singh Juneja, Non-Executive Director Mr. Pradeep Pant, Independent Director Mr. Dinesh Kumar Mittal, Independent Director Mr. Krishnan Ramachandran, Managing Director & CEO
4.	Risk Committee	Mr. David Martin Fletcher, Non-Executive Director (Chairman) Mr. Maninder Singh Juneja, Non-Executive Director Mr. Pradeep Pant, Independent Director Ms. Penelope Ruth Dudley, Non-Executive Director***
5.	Nomination and Remuneration Committee	Mr. Pradeep Pant, Independent Director (Chairman) Mr. Chandrashekhar Bhaskar Bhave, Independent Director Mr. David Martin Fletcher, Non-Executive Director Mr. Maninder Singh Juneja, Non-Executive Director Mr. Dinesh Kumar Mittal, Independent Director
6.	CSR, ESG and Climate Change Committee	Mr. Dinesh Kumar Mittal, Independent Director (Chairman) Mr. David Martin Fletcher, Non-Executive Director Mr. Krishnan Ramachandran, Managing Director & CEO
7.	Borrowing Committee	Mr. Dinesh Kumar Mittal, Independent Director (Chairman) Mr. David Martin Fletcher, Non-Executive Director Mr. Maninder Singh Juneja, Non-Executive Director Mr. Krishnan Ramachandran, Managing Director & CEO
8.	Share Allotment & Transfer Committee	Mr. David Martin Fletcher, Non-Executive Director (Chairman) Mr. Maninder Singh Juneja, Non-Executive Director Mr. Krishnan Ramachandran, Managing Director & CEO Ms. Penelope Ruth Dudley, Non-Executive Director***

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:

Name of Shareholders	Number of Equity Shares	Amount Invested (in INR)
India Business Excellence Fund IV [Motilal]	4,83,99,106	324,99,99,967.90
V-Sciences Investments Pte Ltd [Temasek]	4,46,76,098	299,99,99,980.70
SBI Life Insurance Company Limited	2,23,38,049	149,99,99,990.35
Paragon Partners Growth Fund II	37,23,008	24,99,99,987.20
Total	11,91,36,261	799,99,99,926.15

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:

Business Sector	Year ended March 31, 2024
	GWP INR ’000s	% of GWP
Rural	58,08,031	10.36%
Social	2,45,225	0.44%
Urban	5,00,22,485	89.20%

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.

S. No	Particular	For the year ended March 31, 2024	For the year ended March 31, 2023
i)	Foreign Exchange Earnings	Nil	Nil
ii)	Foreign Exchange Outgo
	CIF Value of Imports
	- Capital Goods	Nil	Nil
	- Trading Goods	Nil	Nil
	Others	87,129	32,968

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

DEBENTURE TRUSTEE			REGSITRAR & TRANSFER AGENT
¦	Name: Axis Trustee Services	Limited	¦	Name: MAS Services Limited
	(SEBI Registration Number:			(SEBI Registration Number:
	IND000000494)			INR000000049)
¦	Registered Office: Axis	House,	¦	Registered Office: T - 34, IInd
	Bombay Dyeing Mills Compound,			Floor, Okhla, Industrial Area,
	Pandurang Budhkar Marg,	Worli,		Phase - II, New Delhi -110020
	Mumbai - 400025.		¦	Telephone: [phone]
¦	Telephone: [phone]		¦	Facsimile: [phone]
¦	Facsimile: [phone]		¦	E-mail: [email protected]
¦	E-mail:		¦	Website: www.masserv.com
	[email protected]
¦	Website: www.axistrustee.com

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