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)

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:

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 investor@nivabupa.com. 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:

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:

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:

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

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:

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 investor@nivabupa.com 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