Star Health and Allied Insurance Company Limited (Star Health) has issued a postal ballot notice seeking shareholder approval for several key business matters, including executive remuneration and board appointments. The company, a leading player in India's health insurance sector, is taking steps to strengthen its leadership team and align compensation with industry standards.

Remuneration for Non-Executive Chairperson

The company is seeking approval for an annual remuneration of Rs. 30.00 lakh for Mr. Rajeev Kher, the Non-Executive Independent Director and Chairperson of the Board. This remuneration is subject to the condition that the aggregate remuneration paid to all Non-Executive Independent Directors does not exceed 1% of the company's annual net profits.

MD & CEO Compensation Package

For Mr. Anand Roy, the Managing Director & Chief Executive Officer (MD & CEO), Star Health is proposing a compensation package for the financial year 2025-2026. The package includes:

• Fixed Pay: Rs. 6.59 crore
• Variable Pay: Up to 100% of the fixed pay, comprising:
  • Rs. 3.30 crore in cash
  • Equivalent value in Employee Stock Options (ESOPs)

New Board Appointments

The company is also seeking approval for the appointment of two new Whole-time Directors:

1. Mr. Himanshu Walia (Chief Marketing Officer)

   • Proposed annual package: Rs. 3.33 crore
   • Variable pay structure similar to the MD & CEO

2. Mr. Amitabh Jain (Chief Operating Officer)

   • Proposed annual package: Rs. 3.71 crore
   • Variable pay structure similar to the MD & CEO

Both appointments are for a period of five years, subject to IRDAI approval.

Employee Stock Option Scheme

Shareholders will also be asked to note a statement regarding the accounting methods for the company's Employee Stock Option Scheme (ESOP 2024).

Voting Process

The e-voting for these resolutions is scheduled to take place from August 2 to August 31, 2025. The results of the postal ballot are expected to be announced by September 1, 2025.

It's important to note that all appointments and remuneration proposals are subject to approval from the Insurance Regulatory and Development Authority of India (IRDAI).

These proposed changes reflect Star Health's commitment to attracting and retaining top talent in the competitive insurance industry, while also ensuring transparency and compliance with regulatory requirements. The outcome of this shareholder vote will be crucial in shaping the company's leadership structure and compensation policies for the coming years.

Star Health and Allied Insurance Company , India's leading standalone health insurer, has issued a postal ballot notice seeking shareholder approval for several key business matters, including executive remuneration and board appointments.

Remuneration for Non-Executive Chairperson

The company is requesting approval for an annual remuneration of Rs. 30.00 lakh for Mr. Rajeev Kher, who serves as the Non-Executive Independent Director and Chairperson of the Board. Mr. Kher, a former Indian Administrative Service officer with over four decades of experience in international trade, commerce, and policy-making, was appointed to the board in June 2024 and as Chairperson in July 2025.

MD & CEO Compensation Package

For Mr. Anand Roy, the Managing Director & Chief Executive Officer (MD & CEO), Star Health is seeking approval for his FY 2025-26 remuneration package. The proposed compensation includes:

The variable pay and ESOPs are subject to a maximum of 100% of the fixed pay, with the ESOP grant to be based on fair market price at the time of allocation in FY 2026-27.

New Whole-time Director Appointments

The company is also seeking shareholder approval for the appointment of two senior executives as Whole-time Directors:

1. Mr. Himanshu Walia, Chief Marketing Officer

   • Proposed annual package: Rs. 3.33 crore (fixed pay)
   • Variable pay structure similar to the MD & CEO

2. Mr. Amitabh Jain, Chief Operating Officer

   • Proposed annual package: Rs. 3.71 crore (fixed pay)
   • Variable pay structure similar to the MD & CEO

Both appointments are for a five-year term, subject to IRDAI approval.

Employee Stock Option Scheme

Additionally, shareholders will be asked to note a statement regarding the accounting methods for the company's employee stock option scheme.

Voting Process

The e-voting period for these resolutions is scheduled from August 2 to August 31, 2025. Results of the postal ballot will be announced by September 1, 2025. All appointments and remuneration proposals are subject to approval from the Insurance Regulatory and Development Authority of India (IRDAI).

These proposed changes reflect Star Health's commitment to aligning executive compensation with company performance and shareholder interests, while also strengthening its leadership team to drive future growth in the competitive health insurance market.