The Directors have pleasure in presenting the Eighteenth Annual Report on business and operations of Star Health and Allied Insurance Company Limited (The Company), along with the audited financial statements for the financial year ended March

31,2023.

BUSINESS OVERVIEW

The Company received the approval from the Insurance Regulatory and Development Authority of India on March 16, 2006 to carry on General Insurance business to underwrite Health, Personal Accident and Travel Insurance. Since, then the Company had been servicing the public in the Health insurance segment.

For the financial year ended March 31, 2023, the Company has renewed its Insurance Regulatory and Development Authority of India (IRDAI) license within the stipulated time on January 12, 2022.

With absolute trust on the market, the Company continues to grow through prudent underwriting practices, strong retention of premium coupled with diversified investments portfolio and control over incurred claims ratio through rationalizing expenses.

The Company's core values Customer Centricity, Innovation and Transparency is established through eminent human capital and robust digital infrastructure.

FINANCIAL OVERVIEW

During the year the Company procured a Gross Premium of H12,952.47 Crores as compared to H11,463.47 Crores during last year, registering a growth of H1,489 Crores (13%).The overall net incurred claims ratio to net earned premium worked out to 65 %. The profit (PBT) for the year was H826 crores.

DIVIDEND

During the year your Directors did not recommend any dividend on Equity Shares of the Company.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations), the Board of Directors have formulated and adopted the Policy on Dividend Distribution. The Policy is displayed in the website at the following Web-link:

https://d28c6jni2fmamz.cloudfront.net/Dividend_Distribution_

Policy_1db3217dfe.pdf

RESERVES & SURPLUS

During the year the company has not made any apportionment to Capital Reserve, Capital Redemption Reserve, General Reserves or any other reserves including the Debenture Redemption Reserve.

SOLVENCY

IRDAI requires insurance companies to maintain a minimum solvency of 1.5 times which is calculated in a manner as specified in the IRDAI (Assets, Liabilities, and Solvency Margin of Insurers) Regulations, 2016.

The solvency position of the Company as at March 31,2023 was 2.14 times as compared to 1.67 times as at March 31, 2022.

SHARE CAPITAL

During the year, pursuant to Employee Stock Option Scheme 2019 (ESOP 2019) the Company allotted 36,55,174 equity shares to eligible employees.

Further the Company pursuant to Employee Stock Option Scheme 2021 (ESOP 2021) has allotted 25,00,000 equity shares to eligible employee.

The equity shares allotted during the year rank paripassu with the existing equity shares issued by the Company.

As on March 31, 2023 the issued, subscribed and paid-up equity share capital of the Company stood at H5,816,773,480 comprising of 581,677,348 equity shares of face value of H10 each.

The Company has not issued any equity shares with differential voting rights or sweat equity shares during the year.

NON-CONVERTIBLE DEBENTURES

As on March 31, 2023, the Company had 4700 listed unsecured subordinated, fully paid up, redeemable non-convertible Debentures (NCD's) with face value of H10,00,000 each aggregating to H470 crore (Rupees Four hundred and Seventy crore only) issued in the nature of 'subordinated debt' in accordance with Insurance Regulatory and Development Authority of India (Other Forms of Capital) Regulations, 2015 Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and other applicable rules, laws and regulations.

The 4700 Non-Convertible Debentures are listed on the Debt market segment of National Stock Exchange Limited.

The Company has ensured to meet its obligations towards NCD's and paid the interest on the debentures within the stipulated time.

During the year the Company has redeemed 2500 unlisted unsecured subordinated, fully paid up, redeemable nonconvertible Debentures (NCD's) with face value of H10,00,000 each aggregating to H250 crore (Rupees Two hundred and Fifty crore only) in accordance with Insurance Regulatory and Development Authority of India (Other Forms of Capital) Regulations, 2015 and other applicable rules, laws and regulations.

CREDIT RATING

During the year the Company's credit rating issued by India Rating and Research Private Limited for both redeemed 2500 NCD's and outstanding 4700 NCD's issued by the Company was ”IND AA-/Stable.

The credit ratings of the NCDs are displayed in the website at the following web-link:

https://www.starhealth.in/investors/sebi-debt-disclosures/#credit-

ratings

LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Companies Act 2013 (the Act), except sub-section 1 thereof is not applicable for your Company.

The company has not made any investments as contemplated under Section 186 (1) of Companies Act 2013.

DEPOSITS

During the year the Company has not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was outstanding as of the March 31,2023.

INVESTMENTS

The summary of investments as on March 31,2023 are:

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IE&PF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IE&PF Rules"), the requirement for transfer of unpaid or unclaimed dividends by the Company to the IE&PF Authority as on March 31,2023 did not arise.

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments affecting the financial position of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiaries or Associates or Joint Ventures as on March 31, 2023 pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014.

CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION

The details of energy and technology absorption is disclosed in Business Responsibility and Sustainability Report for the year ended March 31, 2023 and is forming part of this Annual Report as Annexure VI.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company's foreign exchange earnings and outgo as on March 31,2023 are as under;

Description H in Crore

Inflow -

Outflow 2.05

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and future operations of the Company.

CORPORATE GOVERNANCE REPORT

The Company is committed to the principles and features of good corporate governance and follows the same in all spheres of activities. The Company has complied with the Guidelines on Corporate Governance issued by IRDAI on May 18, 2016.

and SEBI Listing Regulations as applicable to the company with effect from the date of listing (i.e. December 10, 2021).

The report on corporate governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance for the year ended March 31, 2023 is forming part of this Annual Report as Annexure I.

BOARD OF DIRECTORS (BOARD)

Pursuant to the Insurance Act, 1938 and Regulations framed thereunder, the Act and relevant Rules made thereunder, SEBI Listing Regulations, and Guidelines for Corporate Governance issued by IRDAI (“IRDAI CG Guidelines”) the Company has a strong, independent and diverse Board with optimum combination of Executive and Non -Executive Directors.

As on March 31, 2023, the Board of the Company consisted of 12 Directors, out of which six (6) are Non-Executive Independent Directors including two (2) women Non-Executive Independent Directors , three (3) Non-Executive Nominee Directors and three (3) Whole time Directors including the Chairman & CEO.

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

The Company is greatly benefited by experience, knowledge, and wise counsel rendered by them.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act.

Further, all the Directors of the Company have confirmed that they fulfill the criteria of "fit and proper" as laid down under IRDAI CG Guidelines.

All the Independent Directors of the Company have submitted the declaration confirming that they fulfill the criteria of independence as prescribed under the Act and SEBI Listing Regulations. There has been no change in circumstances affecting their status as Independent Directors of the Company.

KEY MANAGERIAL PERSONNEL (KMP's)

Pursuant to the provisions of Section 203 of the Act and IRDAI CG Guidelines the KMP's of the Company as on March 31, 2023 are as below:

Name of the KMP Designation

Venkatasamy Jagannathan Chairman & CEO Subbarayan Prakash Managing Director

Shankar Roy Anand Managing Director

Sriharsha Anant Achar Chief Human Resource Officer

Nilesh Ashok Kambli Chief Financial Officer

Jayashree Sethuraman Company Secretary

MEETINGS OF BOARD AND SUB-COMMITTEES

The details of the Composition of the Board, Board subcommittees, particulars of meetings held and attendance of Directors and Members are detailed in the Corporate Governance Report forming part of this Annual Report as Annexure I.

INDEPENDENT DIRECTORS

As on March 31,2023 all Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) & (7) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations, as amended from time to time. All the Independent Directors have also confirmed that they have complied with the Code of Independent Directors prescribed in Schedule IV of the Act and the Company's Code of Conduct (applicable to the Directors including Independent Directors and Senior Management).

RETIREMENT BY ROTATION

Pursuant to Section 152(6) of the Act, Mr. Deepak Ramineedi, Nominee Director, Safecrop Investments India LLP (DIN: 07631768) would retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible offers himself for reappointment. A resolution seeking Members approval for their reappointment forms part of the Eighteenth AGM Notice.

APPOINTED ACTUARY

Mr. Chandrashekhar Dwivedi is the Appointed Actuary of the Company.

ANNUAL PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES, CHAIRMAN AND DIRECTORS

In compliance with provisions of the Act, IRDAI CG Guidelines and Listing Regulations, an annual performance evaluation had been carried out of the Board as a whole, Board constituted sub-Committees, individual Director both Executive and Nonexecutive including Independent Directors and Chairman of the Board. The Company has in place a Board approved performance

evaluation framework which lays down Guidelines for annual performance evaluation of the Board and its Committee(s), Chairman and individual Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report forming part of this Annual Report as Annexure I.

VIGIL MECHANISM/WHISLE BLOWER POLICY

The details of the disclosure under the Vigil Mechanism/Whistle Blower Policy are detailed in the Corporate Governance Report forming part of this Annual Report as Annexure I.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The details of the disclosure under the Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act 2013 are detailed in the Corporate Governance Report forming part of this Annual Report as Annexure I.

The Company is in compliance with the provisions related to constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

CRITERIA FOR APPOINTMENT OF DIRECTOR AND KEY MANAGERIAL PERSONNEL

The Company has Board approved Policy Relating to the Nomination and Remuneration of Directors, Key Managerial Personnel (KMP) and Other Employees ie.Senior Management in compliance with the requirements as prescribed under the Act,SEBI Listing Regulations, IRDAI CG Guidelines and Guidelines on Remuneration of Non-Executive Directors and Managing Directors/Chief Executive Officer / Whole time Directors issued by IRDAI. The policy is hosted on the website of the Company and can be viewed at Nomination_and_remuneration_ policy_24aee0fd19.pdf (d28c6jni2fmamz.cloudfront.net)

MEETING OF INDEPENDENT DIRECTORS:

The meeting of the Independent Directors was held on January 16, 2023.

AUDITORS Internal Auditors

Your 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 and the actions taken thereon and the effectiveness of the internal control systems on a quarterly basis.

Statutory Auditors

M/s. Brahmayya & Co., Chartered Accountants and M/s. V Sankar Aiyar & Co., Chartered Accountants are the Joint Statutory Auditors for the year ended March 31,2023. The Joint statutory

Auditors have been appointed by the members for a period of five years from the conclusion of the Fourteenth AGM till the conclusion of the Nineteenth AGM.

Concurrent Auditor

M/s. Singhi & Co, Chartered Accountants, appointed as Concurrent Auditors carried out concurrent audit of the investment transactions processes and systems for the year ended March 31,2023.. The tenure of the Concurrent Auditors ceased on March

31,2023.

Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and the SEBI Listing Regulations, the Company has appointed M/s. Chitra Lalitha & Associates, a firm of Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023.The Secretarial Audit Report forms part of part of this Annual Report as Annexure II.

AUDIT REPORT QUALIFICATIONS, ADVERSE REMARKS

The Company did not receive any audit qualifications/ adverse remarks from the Internal Auditors,, Statutory Auditors ,Concurrent Auditors and Secretarial Auditors for the year ended March 31,2023.

REPORTING OF FRAUDS BY AUDITORS

During the year, there were no instances of fraud reported by the Joint Statutory Auditors and Secretarial Auditor under Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company.

INTERNAL CONTROL SYSTEMS

The Company has implemented a financial control system designed to protect the interest of the Company adequately and in ensuring the accuracy of the financial statements commensurate with the size of the Company.

MAINTENANCE OF COST RECORDS

The Government has not mandated maintenance of Cost Records by the Company under Section 148(1) of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The details of related party transactions are disclosed under Note No.5.2.6 of the Notes to Financial Statements for FY2023.

The Audit Committee has given an Omnibus approval for related party transactions and all the Related Party Transactions are placed before the Audit Committee on a quarterly basis.

In compliance with Section 188(1) of the Act read with the clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 as amended, and the Company's policy on related party transaction all the related party transactions were in the ordinary course of business and

on arm's length basis and the Company has not entered into any material contracts or arrangement or transactions which are not at arm's length basis.

Considering the nature of related party transactions entered into by the Company during FY 2022-23 the disclosure in Form AOC 2 pursuant to clause (h) of sub section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 is not applicable. A NIL statement is forming part of this Annual Report as Annexure III.

The Company has a Board approved policy on the Related Party Transactions which is hosted on the website of the Company and can be viewed at https://d28c6jni2fmamz.cloudfront.net/ Related_Party_Transactions_Policy_ab744f2a20.pdf

ANNUAL RETURN

Pursuant to Section 92(3), read with Section 134(3)(a) of the Act the Annual Return in Form MGT-7 as on March 31,2023 will be made available in the website of the Company https://www. starhealth.in/investors/companies-act-2013-disclosures/#annual-return

PARTICULARS OF LOANS RECEIVED FROM DIRECTORS AND/OR THEIR RELATIVES:

Your Company has not received any Loans from the Directors or their relatives.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The company has a Risk Management Committee constituted by the Board which regularly assesses the risk and takes suitable measures to mitigate the same.

The Chief Risk officer is responsible for identification, reporting and monitoring the risks and reports to the Risk Management Committee.

Periodical meetings are held for taking suitable mitigatory actions.

There is no element of risk in the opinion of the Board that may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of the Act and IRDAI CG Guidelines the Board has initially constituted Corporate Social Responsibility Committee (“the Committee”) on May 08, 2014 and the Committee was reconstituted by Board on May 23, 2021. The Company has formulated the Policy on Corporate Social Responsibility ("the Policy") which sets out the framework guiding the Company's Corporate Social Responsibility ("CSR") activities. The Policy also sets out the objective that need to be adhered to while taking up and implementing CSR activities. The Policy is hosted on the website of the Company and can be viewed at https://d28c6jni2fmamz.cloudfront.net/Corporate_Social_ Responsibility_Policy_ea3c53aa5e.pdf

Since the Company has incurred losses for two preceding financial years (FY) FY 22 and FY 21 2% Average Net Profit / (loss) of the Company made during three immediately preceding financial years was H(812.08) Crore.

In view of the above the obligation to create CSR Corpus for incurring the CSR Expenditure and preparation of Annual plan for FY 23 did not arise.

However during FY 23, considering the on-going projects and other individual non-ongoing projects undertaken by the Company during the preceding years, the company on a voluntary basis has created CSR budget aggregating to H 1.61 Crore and the Company has spent the same for FY23.

The company has incurred H1.16 crore towards its ongoing projects and H0.51 core towards other individual non-going projects.

The Composition of the Committee, the Report on the CSR Activities undertaken by the Company during FY 23 is forming part of this Annual Report as Annexure IV.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has generally complied with applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, with respect to Meetings of Board and its Committees and General Meetings respectively.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications or proceedings filed or pending under the Insolvency and Bankruptcy Code 2016 that would impact the operations of the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year the Company has not done any one time settlement nor availed any loans from Banks or Financial Institutions.

MANAGEMENT REPORT

In accordance with Part IV, Schedule B of the Insurance Regulatory and Development Authority of India (Preparation of Financial statements and Auditor's Report of Insurance Companies) Regulations 2002, the Management Report forms a part of the financial statements.

DISCLOSURES RELATED TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of this Annual Report as Annexure V

DETAILS OF REMUNERATION OF KEY MANAGERIAL PERSONNEL

EMPLOYEE STOCK OPTIONS

The Board of Directors and the Members of the Company vide their meetings dated August 6, 2019 had approved the ESOP- 2019 for issuance and allotment of 24,005,326 (Two crore, Forty Lakh, Five thousand, Three Hundred and Twenty Six) equity shares under the said scheme, out of which 2,37,73,461 options were granted till FY 23 to the employees.

Further the Board of Directors and the Members vide their meeting dated November 11, 2021 have approved the ESOP- 2021 for issuance and allotment of 25,00,000 (Twenty Five Lakhs) equity shares to Venkatasamy Jagannathan ,the Chairman & CEO under the said scheme and the same was granted to him on November 12,2021.

DETAILS OF SWEAT EQUITY SHARES ISSUED

The Company has not issued any Sweat Equity Shares during the

year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of the Companies Act 2013 and in

accordance with Insurance Act, 1938, with respect to Directors'

Responsibility statement, it is hereby confirmed that:

a) in the preparation of the Annual Accounts for the year ended March 31,2023 the applicable Accounting Standards have been followed;

b) appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended March 31, 2023 and of the loss of the Company for the financial year ended March

31,2023.

c) proper and sufficient care has been taken 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;

d) the financial statements have been prepared on a 'going concern' basis;

e) internal financial controls had been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI Circular dated May 10, 2021, the top 1000 listed companies (by market capitalisation) shall adopt the Business Responsibility and Sustainability Report ("BRSR"). Accordingly the Company has adopted the report on BRSR for FY 23 is hosted on the website at https://www.starhealth.in/investors/sebi-equity-disclosures/ and is forming part of this Annual Report as Annexure VI.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations , the Management's discussion and analysis is forming part of this Annual Report.

ACKNOWLEDGEMENT

The Directors wish to thank the officials and members of IRDAI for their continued guidance and support to your Company. The support and co-operation extended by all the shareholders and stake holders merit appreciation. The Directors express their sincere appreciation to the employees of the Company at all levels for their hard work, dedication and commitment.

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

For and on behalf of the Board

VenkataswamyJagannathan

Place: Chennai Chairman &CEO

Date: April 28,2023 DIN: 01196055