Niva Bupa Health Insurance Company Ltd

Dear Members,

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)

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.

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.

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.

Di_erential 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:

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 afirmed 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.

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)

Retirement/Cessation of Director(s)

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:

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

* 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.

** 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.

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:

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 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.

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.

Statutory Auditor's Report

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.

Reporting of Frauds by Auditors

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, investor@nivabupa.com, 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.