Auditor Report of HDFC Life Insurance Company Ltd.

Mar 31, 2026

1. We have audited the accompanying standalone
financial statements of HDFC Life Insurance
Company Limited (the "Company"), which
comprise the standalone balance sheet as at
31 March 2026, the standalone revenue account
(also called the "Policyholders'' Account" or the
"Technical Account"), the standalone statement
of profit and loss account (also called the
"Shareholders'' Account" or "Non-Technical
Account") and the standalone receipts and
payments account for the year then ended, and
notes to the standalone financial statements,
including a summary of significant accounting
policies and other explanatory information
(hereinafter referred to as the "standalone
financial statements").

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give
the information required by the Insurance Act,
1938, as amended, the Insurance Regulatory and
Development Act, 1999, as amended, (the "IRDA
Act"), the Insurance Regulatory and Development
Authority (Actuarial, Finance and Investment
Functions of Insurers) Regulations, 2024, (the
"Regulations") including orders/directions/
circulars issued by Insurance Regulatory and
Development Authority of India ("IRDAI")and the
Companies Act, 2013, as amended, (the "Act")
to the extent applicable and in the manner
so required and give a true and fair view in
conformity with the accounting principles
generally accepted in India, of the state of affairs
of the Company as at 31 March 2026, of its net
surplus, its profit and its receipts and payments
for the year ended on that date, as applicable to
insurance companies.

Basis for opinion

2. We conducted our audit in accordance with the
Standards on Auditing ( "SAs") specified under
section 143(10) of the Act. Our responsibilities
under those SAs are further described in the
Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements section of our
report. We are independent of the Company in
accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (the
"ICAI") together with the ethical requirements that
are relevant to our audit of the standalone financial
statements under the provisions of the Act, and
we have fulfilled our other ethical responsibilities
in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to
provide a basis for our opinion on the standalone
financial statements.

Key audit matters

3. Key audit matters are those matters that, in our
professional judgment, were of most significance
in our audit of the standalone financial
statements of the current period. These matters
were addressed in the context of our audit of the
standalone financial statements as a whole, and
in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Appropriateness of the Timing of Revenue Recognition in the proper period in accordance with applicable
guidelines/accounting standards

Refer Schedule 1 of the standalone financial statements and Schedule 16A, Note 02 to the Standalone Financial
Statements.

Key Audit Matter

How our audit has addressed the key audit matter

During the year, the Company has recognised
premium revenue of '' 3,609,594 Lakh towards new
business (first year premium and single premium).
Out of the total revenue recognised, '' 2,642,211 Lakh
were recognised during the last quarter.

In view of the significance of the matter, we performed
the following audit procedures in this area, among
others:

1) Understanding and evaluating the design and
implementation and testing the operating
effectiveness of key controls relating to recognition
of revenue including controls over cut off
procedures and timing of recognition and policy
issuance procedure.

Key Audit Matter

How our audit has addressed the key audit matter

This area was considered a key audit matter because
of the concentration of revenue during the last
quarter of the financial year (including cut-off at the
balance sheet date). Due to the nature of the industry,
revenue is skewed towards the balance sheet date.
Hence, there is need to test the adequacy of the
control environment related to year end recognition of
revenue and perform cut off procedures to mitigate
inherent risk of misstatement related to timing of
revenue recognition.

2) Testing on a sample basis, for policies issued
around the year-end procedures to confirm if
related procedural compliances with regard
to acceptability of the terms of policy were
completed before or after the year end to verify
appropriate accounting of revenue in accordance
with applicable guidelines/accounting standards

3) Testing on a sample basis, that policy sales of the
next financial year are not accounted for in the
current period.

4) Testing on a sample basis, the unallocated
premium to corroborate that there were no policies
where risk commenced prior to the date of the
balance sheet but revenue was not recognized.

5) Testing the manual accounting journal entries
relating to revenue on a sample basis so as to
identify unusual or irregular items. We agreed the
journal entries tested to supporting evidence.

6) Testing on a sample basis, cheques receipt with
the time stamp in case of products like Unit Linked
Insurance Plan to confirm the recognition of the
revenue is in correct accounting period.

7) Testing the automated control that the policy is
issued after the payment is received.

Valuation and impairment determination of Investments (31 March 2026: INR '' 37,519,792, 31 March 2025: INR
'' 33,628,153) ('' in Lakh)

See schedule 8, 8A and 8B of the standalone financial statements and schedule 16A Note 06 on the accounting
policy.

Key Audit Matter

How our audit has addressed the key audit matter

The Company''s investment portfolio consists of
Policyholders investments (unit linked and non- linked)
and Shareholders investments. Total investment
portfolio represents around 99 % of the Company''s
total assets as at 31 March 2026.

As prescribed by the IRDAI investments including
derivative instruments, should be made in accordance
with the Regulations and policies approved by Board
of Directors of the Company.

Investments in unit linked portfolio of INR 10,519,163
Lakh are valued based on observable inputs as
per their accounting policy and gains/losses are
recognized in revenue account. These unit linked
portfolio investments do not have risk of significant
misstatement. The valuation of unlisted or not
frequently traded investments involves management
judgement. Due to their significance to standalone
financial statements, the same is considered as key
audit matter.

In view of the significance of the matter, we performed the

following audit procedures in this area, among others:

1) Obtaining an understanding of the Company''s
process and controls over the valuation of
investments. The understanding was obtained
by performance of walkthroughs, which included
inspection of documents produced by the
Company and inquiries with those involved in the
pertinent process;

2) Understanding and evaluating the design and
implementation and operating effectiveness
of key controls over the valuation and
recording of impairment of investment process.
Assessed the Company''s assessment and
approval of assumptions used for the valuation
and impairment of investments including key
authorization and data input controls thereof;

3) Ensured the appropriateness and reasonableness
of methodology, assumptions and judgements
used by management with reference to the
valuation and impairment of investments as per
the Company''s Board approved valuation and
impairment policy. Obtained third party valuation
price reports as per the Company''s policy as
relevant and understood such methodology to
conclude on the reasonableness.

Key Audit Matter	How our audit has addressed the key audit matter
Investments in non-linked and shareholders portfolio of INR 27,000,629 Lakh are valued as per their accounting policy, based on which: â¢ the unrealized gains/ losses arising due to changes in fair value of listed equity shares and mutual fund units are recorded in the "Fair Value Change Account" in the Balance Sheet; and â¢ debt securities and unlisted equity shares are valued at historical cost. Further, investments in the non-linked and shareholders portfolio are assessed for impairment as per the Company''s Board approved investment impairment policy which involves the Company''s judgement. There is increased economic stress on account of external factors, which may impact the valuation of these investments. Accordingly, valuation of investments including impairment of Investments was considered to be one of the areas which required significant auditor attention and was one of the matters of significance in the standalone financial statements.	4) Obtaining independent balance confirmations for investments as at balance sheet date from the custodians and depository participants appointed by the Company to check the units of securities for the purpose of valuation re-computation. 5) On a test check basis, recomputed valuation of different class of investments to assess valuation methodologies with reference to Investment Regulations along with the Company''s Board approved valuation policy; 6) Examining movement and accounting in Fair Value Change account for specific investments. 7) Obtaining written representations from the Company on compliance of valuation of investments with the regulations and adequacy of impairment recorded for the year. 8) Tracing the presentation on the disclosure of the impairment of investments in the financial statements to the underlying impairment assessment and management''s estimates used for recognition.
Information Technology (IT) systems and controls related to financial reporting process.
Key Audit Matter	How our audit has addressed the key audit matter
The Company is highly dependent on its Information Technology (it) infrastructure comprising hardware, software, multiple applications, automated interfaces and controls in systems for recording, storing and reporting of financial transactions. The Company''s key financial accounting and reporting processes recording premium, commission, benefits paid, investments amongst others are highly dependent on IT systems including automated controls, to process and record large volume of transactions on daily basis. Consequently, there is a high degree of reliance and dependency on such IT systems for the financial reporting. Accordingly, there exists a risk that deficiencies / gaps in the IT control environment (including General IT Controls and automated application controls) may result in a significant misstatement in the financial statements.	In view of the significance of the matter, we have identified certain key IT systems ("in-scope" IT systems) which have an impact on the financial reporting process and the related controls testing as a key audit matter, and have involved Information Technology specialists to assess the key IT systems and controls with respect to the financial statements: 1) Obtaining an understanding of the Company''s General IT Control (gitc) over key financial accounting and reporting systems, and the inÂ¬ scope IT systems; 2) Testing the design and implementation and testing the operating effectiveness of key GITCs for inÂ¬ scope IT systems, including; o Logical access controls (e.g. segregation of duties, role-based access, user provisioning and de-provisioning), o Periodic user access reviews and recertifications, o Privilege access to applications, operating systems and databases o Password and authentication policies, and o Program changes, including testing and approvals of system changes in segregated environments. o IT operations, which include job scheduling, monitoring and back and recovery

Key Audit Matter

How our audit has addressed the key audit matter

Given the pervasive nature and criticality of the IT
environment to the preparation of the standalone
financial statements, we have identified the testing of
IT systems and the related control environment as a
key audit matter for the current year.

3) Testing automated controls, system interfaces and
system generated reports, as applicable

4) Examining compensating controls and alternate
procedures, where deficiencies existed.

5) Understanding Cybersecurity Risk Management
Framework followed by the entity for information
assets, including information, applications systems,
databases, networks and data storage systems

6) Testing the design and operating effectiveness to
ensure that data backup is maintained on daily
basis and the same is available as prescribed
under regulatory requirements

Other Information

4. The Company''s Management and Board of
Directors are responsible for the other information.
The other information comprises the information
included in Management Discussion and Analysis,
Directors'' report and management report but
does not include the financial statements and
auditors'' report thereon. The Management
Discussion and Analysis, Directors'' report and
management report are expected to be made
available to us after the date of this auditors''
report.

Our opinion on the standalone financial
statements does not cover the other information
and we will not express any form of assurance
conclusion thereon.

I n connection with our audit of the standalone
financial statements, our responsibility is to read
the other information identified above when it
becomes available and, in doing so, consider
whether the other information is materially
inconsistent with the standalone financial
statements or our knowledge obtained in the
audit, or otherwise appears to be materially
misstated.

When we read the Management Discussion and
Analysis, Directors'' report and management
report, if we conclude that there is a material
misstatement therein, we are required to
communicate the matter to those charged
with governance and take appropriate action
as applicable under the relevant laws and
regulations.

Management''s and Board of Directors''
Responsibilities for the Standalone Financial
Statements

5. The Company''s Management and Board of
Directors are responsible for the matters stated
in Section 134(5) of the Act with respect to the
preparation of these standalone financial
statements that give a true and fair view of
the state of affairs, profit/loss and receipts and
payments of the Company in accordance with
the accounting principles generally accepted in
India including the provisions of the Insurance
Act, the IRDA Act, as amended the Regulations
including orders/ directions/ circulars issued
by IRDAI in this regard, and the Accounting
Standards specified under section 133 of the
Act, to the extent applicable. This responsibility
also includes maintenance of adequate
accounting records in accordance with the
provisions of the Act for safeguarding of the
assets of the Company and for preventing
and detecting frauds and other irregularities;
selection and application of appropriate
accounting policies; making judgments and
estimates that are reasonable and prudent; and
design, implementation and maintenance of
adequate internal financial controls, that were
operating effectively for ensuring the accuracy
and completeness of the accounting records,
relevant to the preparation and presentation of
the standalone financial statements that give
a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements,
the Management and Board of Directors are
responsible for assessing the Company''s ability
to continue as a going concern, disclosing, as
applicable, matters related to going concern
and using the going concern basis of accounting
unless Board of Directors either intends to
liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

The Board of Directors is also responsible for
overseeing the Company''s financial reporting
process.

Auditors'' responsibilities for the Audit of the
Standalone Financial Statements

6. Our objectives are to obtain reasonable
assurance about whether the standalone
financial statements as a whole are free from
material misstatement, whether due to fraud or
error, and to issue an auditor''s report that includes
our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that
an audit conducted in accordance with the SAs
will always detect a material misstatement when
it exists. Misstatements can arise from fraud or
error and are considered material if, individually
or in the aggregate, they could reasonably be
expected to influence the economic decisions
of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we
exercise professional judgment and maintain
professional scepticism throughout the audit.
We also:

â¢ Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error,
design and perform audit procedures
responsive to those risks, and obtain audit
evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk
of not detecting a material misstatement
resulting from fraud is higher than for one
resulting from error, as fraud may involve
collusion, forgery, intentional omissions,
misrepresentations, or the override of
internal control.

â¢ Obtain an understanding of internal control
relevant to the audit in order to design audit
procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the

Act, we are also responsible for expressing
our opinion on whether the Company has
adequate internal financial controls with
reference to financial statements in place
and the operating effectiveness of such
controls.

â¢ Evaluate the appropriateness of accounting
policies used and the reasonableness
of accounting estimates and related
disclosures made by the Management and
Board of Directors.

â¢ Conclude on the appropriateness of the
Management and Board of Directors use
of the going concern basis of accounting
in preparation of standalone financial
statements and, based on the audit evidence
obtained, whether a material uncertainty
exists related to events or conditions that
may cast significant doubt on the Company''s
ability to continue as a going concern. If we
conclude that a material uncertainty exists,
we are required to draw attention in our
auditor''s report to the related disclosures
in the standalone financial statements or, if
such disclosures are inadequate, to modify
our opinion. Our conclusions are based on
the audit evidence obtained up to the date of
our auditor''s report. However, future events
or conditions may cause the Company to
cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure
and content of the standalone financial
statements, including the disclosures, and
whether the standalone financial statements
represent the underlying transactions
and events in a manner that achieves fair
presentation.

7. We communicate with those charged with
governance regarding, among other matters,
the planned scope and timing of the audit
and significant audit findings, including any
significant deficiencies in internal control that we
identify during our audit.

8. We also provide those charged with governance
with a statement that we have complied
with relevant ethical requirements regarding
independence, and to communicate with
them all relationships and other matters that
may reasonably be thought to bear on our
independence, and where applicable, related
safeguards.

9. From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the
audit of the standalone financial statements
of the current period and are therefore the key
audit matters. We describe these matters in our
auditor''s report unless law or regulation precludes
public disclosure about the matter or when, in
extremely rare circumstances, we determine
that a matter should not be communicated in
our report because the adverse consequences
of doing so would reasonably be expected to
outweigh the public interest benefits of such
communication.

Other Matter

10. The actuarial valuation of liabilities for life policies in
force and for policies in respect of which premium
has been discontinued but liability exists as at 31
March 2026 is the responsibility of the Company''s
Appointed Actuary (the "Appointed Actuary").
The actuarial valuation of these liabilities for life
policies in force and for policies in respect of
which premium has been discontinued but liability
exists as at 31 March 2026 has been duly certified
by the Appointed Actuary and in her opinion, the
assumptions for such valuation are in accordance
with the guidelines and norms issued by the IRDAI
and the Institute of Actuaries of India in concurrence
with the Authority. We have relied upon the
Appointed Actuary''s certificate in this regard for
forming our opinion on the valuation of liabilities
for life policies in force and for policies in respect of
which premium has been discontinued but liability
exists, as contained in the standalone annual
financial results statements of the Company.

Our opinion is not modified in respect of this matter.

Report on Other Legal and RegulatoryRequirements

11. The report does not include a statement on the
matters specified on paragraphs 3 and 4 of the
Companies (Auditor''s Report) Order, 2020 (the
"Order") issued by the Central Government of
India in terms of section 143(11) of the Act, since
in our opinion and according to the information
and explanations given to us, the said Order is
not applicable to the Company.

12. As required by the Regulations, we have issued a
separate certificate dated 16 April 2026 certifying
the matters specified in paragraphs 3 and 4 of
Part III of Schedule II read with regulation 3 of the
Regulations.

13. As required under the Regulations, read with

section 143(3) of the Act, we report that:

a) We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit.

b) In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books.

c) As the Company''s financial accounting
system is centralized at Head Office, no
returns for the purposes of our audit are
prepared at the branches and other offices
of the Company.

d) The standalone balance sheet, the
standalone revenue account, the standalone
profit and loss account and the standalone
receipts and payments account dealt with
by this Report are in agreement with the
books of accounts.

e) The actuarial valuation of liabilities for life
policies in-force and for policies in respect of
which premium has been discontinued but
liability exists as at 31 March 2026 has been
duly certified by the Appointed Actuary.
The Appointed Actuary has also certified
that, in her opinion, the assumptions for
such valuation are in accordance with the
IRDAI and the Institute of Actuaries of India in
concurrence with the Authority.

f) In our opinion and to the best of our
information and according to the
explanations given to us, investments
have been valued in accordance with the
provisions of the Insurance Act and the
Regulations and orders/directions/circulars
issued by the IRDAI in this behalf.

g) In our opinion and to the best of our
information and according to the
explanations given to us, the accounting
policies selected by the Company are
appropriate and are in compliance with
the Accounting Standards specified under
Section 133 of the Act, read with an to the
extent they are not inconsistent with the
accounting principles as prescribed in the
IRDAI Regulations and orders/ directions /
circulars issued by the IRDAI in this regard;

h) In our opinion and to the best of our
information and according to the
explanations given to us, the Standalone
Balance Sheet, the Standalone Revenue
Account, the Standalone Profit and Loss
Account and the Standalone Receipts and
Payments Account dealt with by this report
comply with the Accounting Standards
referred to in section 133 of the Act, to the
extent they are not inconsistent with the
accounting principles prescribed in the
Regulations and orders/directions issued by
IRDAI in this regard.

i) On the basis of the written representations
received from the directors taken on record
by the Board of Directors, none of the directors
are disqualified as on 31 March 2026, from
being appointed as a director in terms of
section 164 (2) of the Act.

j) With respect to the adequacy of the
internal financial controls with reference
to standalone financial statements of the
Company and the operating effectiveness
of such controls, refer to our separate report
in "Annexure A".

k) With respect to the other matters to be
included in the Auditor''s Report in accordance
with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to
the best of our information and according to
the explanations given to us:

i. The Company has disclosed the
impact of pending litigations as on 31
March 2026 on its financial position in its
standalone financial statements - Refer
Schedule 16(b)(1) and Schedule 16(b)(2)
to the standalone financial statements;

ii. The Company has made provision,
as required under the applicable law
or accounting standards, for material
foreseeable losses, if any, on long-term
contracts including derivative contracts
- Refer Schedule 16(b)(15) and Schedule
16(c) (1) to the standalone financial
statements;

iii. There are no amounts which were
required to be transferred to the Investor
Education and Protection Fund by the
Company.

iv. a. The management of the Company
has represented that, to the best
of its knowledge and belief, as
disclosed in the Schedule 16(c)
(21) to the standalone financial
statements, no funds have been
advanced or loaned or invested
(either from borrowed funds
or share premium or any other
sources or kind of funds) by
the Company to or in any other
person(s) or entity(ies), including
foreign entities ("Intermediaries"),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall directly
or indirectly lend or invest in other
persons or entities identified in
any manner whatsoever by or on
behalf of the Company ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

b. The management of the Company
has represented that, to the best
of its knowledge and belief, as
disclosed in the Schedule 16(c)
(21) to the standalone financial
statements, no funds have been
received by the Company from any
person(s) or entity(ies), including
foreign entities ("Funding Parties"),
with the understanding, whether
recorded in writing or otherwise,
that the Company shall directly or
indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Funding Parties ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
and

c. Based on audit procedures
that have been considered
reasonable and appropriate in the
circumstances performed, nothing
that has come to our notice that
has caused us to believe that the
representations under sub-clause
(a) and (b) of Rule 11(e), as provided
under (a) and (b) above, contain
any material misstatement.

v. The dividend declared and paid by
the Company during the year and is in
accordance with section 123 of the Act.

vi. Based on our examination which
included test checks, the Company
has used an accounting software for
maintaining its books of account which
has a feature of recording audit trail (edit
log) facility and the same has operated
throughout the year for all relevant
transactions recorded in the software.
Further, during the course of our audit,
we did not come across any instance
of audit trail feature being tampered
with. Additionally, the audit trail has
been preserved by the Company as per
the statutory requirements for record
retention.

Except for the financial year ended
31 March, 2024, where the audit trail

features was not enabled to certain
software and its database, the
Company has preserved the audit trail
in accordance with statutory record
retention requirements

14. With respect to the matter to be included in
the Auditor''s Report under section 197(16) of
the Act, in our opinion and according to the
explanations given to us, the remuneration
paid by the Company to its directors during the
current year is in accordance with the provisions
of section 197 of the Act read with section 34A of
the Insurance Act,1938. The remuneration paid to
any director is not in excess of the limit laid down
under section 197 of the Act read with section
34A of the Insurance Act,1938. The Ministry of
Corporate Affairs has not prescribed other details
under section 197(16) which are required to be
commented upon by us. Refer note 16B (6) to the
Standalone Financial Statements.

For B S R & Co. LLP For G. M. Kapadia & Co.

Chartered Accountants Chartered Acbsp; Chartered Accountants

ICAI Firm Registration No:101248W/W-100022 ICAI Firm Registration No: 104767W

Kapil Goenka Atul Shah

Partner Partner

Membership No: 118189 Membership No: 039569

ICAI UDIN number: 26118189HNLKXT6891 ICAI UDIN number: 26039569IGYMVQ3776

Place: Mumbai Place: Mumbai

Date: 16 April, 2026 Date: 16 April, 2026<

Mar 31, 2025

HDFC LIFE INSURANCE COMPANY LIMITED
Report on the audit of the Standalone Financial StatementsOpinion
1. We have audited the accompanying standalone financial statements of HDFC Life Insurance Company Limited (the "Company"), which comprise the standalone balance sheet as at 31 March 2025, the standalone revenue account (also called the "Policyholders' Account" or the "Technical Account"), the standalone statement of profit and loss account (also called the "Shareholders' Account" or "Non-Technical Account") and the standalone receipts and payments account for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the "standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Insurance Act, 1938 as amended time to time including amendment brought by Insurance Laws (Amendment) Act, 2015 (the "Insurance Act"), the Insurance Regulatory and Development Act, 1999 (the "IRDA Act"), the Insurance Regulatory and Development Authority (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024 including Insurance Regulatory and Development Authority of India ("IRDAI") Circular No. IRDAI/ACTL/CIR/MISC/80/05/2024 dated 17 May 2024 (the "Regulations") including orders/ directions/circulars issued by IRDAI and the

Companies Act, 2013 (the "Act") to the extent applicable and in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs as at 31 March 2025, of its net surplus, its profit and its receipts and payments for the year then ended, as applicable to insurance companies.

Basis for opinion
2. We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (the "ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the Act, and the Companies (Audit and Auditors) Rules, 2014 (the "Rules") thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key audit matters
3. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How our audit has addressed the key audit matter

Appropriateness of the Timing of Revenue Recognition in the proper period in accordance with applicable guidelines/ accounting standards

Refer Schedule 1 of the standalone financial statements and Schedule 16A, Note (2) to the Standalone Financial Statements.

During the year, the Company has recognised premium revenue of Rs. 3,336,530 Lakh towards new business (first year premium and single premium). Out of the total revenue recognised, Rs. 1,096,923 Lakh were recognised during the last quarter.

In view of the significance of the matter, we applied the following audit procedures in this area, among others:

1) Understood and evaluated the design and tested the operating effectiveness of key controls relating to recognition of revenue including controls over timing of recognition and policy issuance procedure.

Key Audit Matter

How our audit has addressed the key audit matter

This area was considered a key audit matter because of the concentration of revenue during the last quarter of financial year (including cut-off at the balance sheet date). Due to the nature of the industry, revenue is skewed towards the balance sheet date. Hence, there is a need to have adequate control environment and accurate cut-off procedures to mitigate inherent risk of misstatement related to the timing of revenue recognition.

2) Performed testing on a sample basis for policies issued around the year-end including effectiveness of controls relating to cut-off procedures to confirm if related procedural compliances with regard to acceptability of the terms of policy were completed before or after the year end to verify appropriate accounting of revenue in accordance with applicable guidelines/accounting standards

3) Verified on a sample basis that policy sales of the next financial year are not accounted for in the current period.

4) Tested on a sample basis, the unallocated premium to corroborate that there were no policies where risk commenced prior to balance sheet but revenue was not recognized.

5) Tested the manual accounting journal entries relating to revenue on a sample basis so as to identify unusual or irregular items. We agreed the journal entries tested to supporting evidence.

6) Tested on a sample basis cheques receipt with the time stamp in case of products like Unit Linked Insurance Plan to confirm the recognition of the revenue in correct accounting period.

7) Tested the automated control that the issuance of the policy is done after the payment is received.

Key Audit Matter

How our audit has addressed the key audit matter

Valuation of Investments Portfolio (31 March 2025: Rs. 33,628,153, 31 March 2024: Rs. 29,222,008) (Rs. in Lakh)

See schedule 8, 8A and 8B of the standalone financial statements and schedule 16A Note (6)(b) on the accounting policy.

The Company's investment portfolio consists of Policyholders investments (unit linked and non- linked) and Shareholders investments. Total investment portfolio represents around 99 % of the Company's total assets as at 31 March 2025.

As prescribed by Insurance Regulatory and Development Authority of India (the "IRDAI") investments including derivative instruments, should be valued in accordance with the Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016 (the "Investment Regulations") and policies approved by Board of Directors of the Company.

In view of the significance of the matter, we applied the following audit procedures in this area, among others:

1) Obtained an understanding of the Company's process and controls over the valuation of investments. The understanding was obtained by performance of walkthroughs, which included inspection of documents produced by the Company and inquiries with those involved in the pertinent process;

2) Examined the design, implementation and operating effectiveness of key controls over the valuation process. Assessed the Company's assessment and approval of assumptions used for the valuation including key authorization and data input controls thereof;

Key Audit Matter

How our audit has addressed the key audit matter

Investments in unit linked portfolio of Rs. 1,01,62,815 Lakh are valued based on observable inputs as per their accounting policy and gains/losses are recognized in revenue account. These unit linked portfolio investments do not have risk of significant misstatement. The valuation of unlisted or not frequently traded investments involves Company judgement. Due to their significance to standalone financial statements, the same is considered as key audit matter.

Investments in non-linked and shareholders portfolio of Rs. 2,34,65,338 Lakh are valued as per the accounting policy, based on which:

â¢ the unrealized gains/ losses arising due to changes in fair value of listed equity shares and mutual fund units are recorded in the "Fair Value Change Account" in the Balance Sheet; and

â¢ debt securities and unlisted equity shares are valued at historical cost.

Further, investments in the non-linked and shareholders portfolio are assessed for impairment as per the Company's Board approved impairment policy which involves the Company's judgement. There is increased economic stress on account of external factors, which may impact the valuation of these investments.

Accordingly, valuation of investments was considered to be one of the areas which required significant auditor attention and was one of the matters of significance in the standalone financial statements.

3) Obtained independent balance confirmations for investments as at balance sheet date from the custodians and depository participants appointed by the Company to check the units of securities for the purpose of valuation re-computation.

4) On a test check basis, recomputed valuation of different class of investments to assess valuation methodologies with reference to the Investment Regulations along with the Company's Board approved valuation policy;

5) Examined movement and accounting in Fair Value Change account for specific investments. Further, in case of revaluation done for investment properties, examined the underlying valuation report recomputed the movement in "Revaluation reserve".

6) Obtained written representations from the Company on compliance of valuation of investments with the regulations and adequacy of impairment recorded for the year.

Key Audit Matter

How our audit has addressed the key audit matter

Information Technology (IT) systems and controls related to financial reporting process.

The Company is highly dependent on its Information Technology (it) infrastructure comprising hardware, software, multiple applications, automated interfaces and controls in systems for recording, storing and reporting of financial transactions.

The Company's key financial accounting and reporting processes recording premium, commission, benefits paid, investments amongst others are highly dependent on IT systems including automated controls, to process and record large volume of transactions on daily basis. Accordingly, there exists a risk that deficiencies / gaps in the IT control environment (including General IT Controls and automated application controls) could result in a significant misstatement in the financial statements.

In view of the significance of the matter, we involved Information technology specialist to assess IT systems and controls with respect to standalone financial statements and applied the following audit procedures in this area, among others:

1) Obtained an understanding of the Company's General IT Control (gitc) over key financial accounting and reporting systems, and related applications (collectively referred to as "in-scope systems");

2) Tested the design and operating effectiveness of key GITCs for in-scope systems, including;

â¢ Logical access controls (e.g. segregation of duties, role-based access, user provisioning and de-provisioning),

â¢ Periodic user access reviews and recertifications,

Key Audit Matter How our audit has addressed the key audit matter

Given the pervasive nature and criticality of the IT â¢ Password and authentication policies, and environment to the preparation of the standalone

â¢ Change management controls, including

financial statements, we have identified the testing of

testing and approvals of system changes in

IT systems and the related control environment as a

segregated environments.

key audit matter for the current year.

3) Examined automated control and system interfaces relating to process such as premium income, commission expense, benefits paid, and investment accounting. This included testing of

â¢ Automated data interfaces and reconciliations

â¢ System logic, validations, and data flows

â¢ Processing controls for completeness and accuracy of financial data

4) Assessed policies and strategies adopted by the Company in relation to security of key information infrastructure, data and maintaining information and monitoring.

5) Reviewed the Company's policies and governance practices related to cybersecurity, infrastructure security, and client data protection, including strategies adopted for incident prevention, detection, and response

6) Examined compensating controls and alternate procedures, where deficiencies existed.

7) Obtained written representations from Company confirming the design and operating effectiveness of IT General Controls and application-level controls over financial reporting.

Other Information
4. The Company's Management and Board of Directors is responsible for the other information. The other information comprises the information included in Management Discussion and Analysis, Directors' report including Annexures to Directors' report and management report but does not include the standalone financial statements and auditors' report thereon. Management Discussion and Analysis, Directors' report including Annexures to Directors' report and management report are expected to be made available to us after the date of this auditors' report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

I n connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Management Discussion and Analysis, Directors' report including Annexures to Directors' report and management report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

Management and Board of Directors' Responsibilities for the Standalone Financial Statements
5. The Company's Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of financial position, financial performance and receipts and payments of the Company in accordance with the accounting principles generally accepted in India including the provisions of the Insurance Act, the IRDA Act, the Regulations including orders/ directions/ circulars issued by IRDAI in this regard, and the Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 further amended by Companies (Accounting Standards) Amendment Rules, 2021, to the extent applicable. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditors' responsibilities for the Audit of the Standalone Financial Statements

6. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with the SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

â¢ Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

7. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

8. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

9. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences

of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters
10. The actuarial valuation of liabilities for life policies in force and for policies in respect of which premium has been discontinued but liability exists as at 31 March 2025 is the responsibility of the Company's Appointed Actuary (the "Appointed Actuary"). The actuarial valuation of these liabilities for life policies in force and for policies in respect of which premium has been discontinued but liability exists as at 31 March 2025 has been duly certified by the Appointed Actuary and in her opinion, the assumptions for such valuation are in accordance with the guidelines and norms issued by the IRDAI and the Institute of Actuaries of India in concurrence with the Authority. We have relied upon the Appointed Actuary's certificate in this regard for forming our opinion on the valuation of liabilities for life policies in force and for policies in respect of which premium has been discontinued but liability exists, as contained in the standalone annual financial results of the Company.

11. The standalone financial statements for the corresponding year ended 31 March 2024 included in these standalone financial statements were audited by G. M. Kapadia & Co., one of the current joint auditors of the Company, jointly with Price Waterhouse Chartered Accountants LLP, who had jointly expressed an unmodified opinion vide their audit report dated 18 April 2024.

Our opinion is not modified in respect of these matters.

Report on Other Legal and RegulatoryRequirements
12. The actuarial valuation of liabilities for life policies in-force and for policies in respect of which premium has been discontinued but liability exists as at 31 March 2025 has been duly certified by the Appointed Actuary. The Appointed Actuary has also certified that, in her opinion, the assumptions for such valuation are in accordance with the generally accepted actuarial principles and practices, requirements of the Insurance Act, regulations notified by the IRDAI and the Institute of Actuaries of India in concurrence with the Authority.

13. The report does not include a statement on the matters specified on paragraphs 3 and 4 of the Companies (Auditor's Report) Order, 2020 ("the

Order") issued by the Central Government of India in terms of section 143(11) of the Act, since in our opinion and according to the information and explanations given to us, the said Order is not applicable to the Company.

14. As required by the Regulations, we have issued a separate certificate dated 17 April 2025 certifying the matters specified in paragraphs 3 and 4 of Schedule C read with regulation 3 of the Regulations.

15. As required under the Regulations, read with section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) As the Company's financial accounting system is centralized at Head Office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company.

d) The standalone balance sheet, the standalone revenue account, the standalone profit and loss account and the standalone receipts and payments account dealt with by this Report are in agreement with the books of accounts.

e) In our opinion and to the best of our

information and according to the

explanations given to us, investments

have been valued in accordance with the

provisions of the Insurance Act and the Regulations and orders/directions/circulars issued by the IRDAI in this behalf.

f) In our opinion and to the best of our

information and according to the

explanations given to us, the Standalone Balance Sheet, the Standalone Revenue

Account, the Standalone Profit and Loss Account and the Receipts and Payments Account dealt with by this report comply with the Accounting Standards referred to in section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 further amended by the Companies (Accounting

Standards) Amendment Rules, 2021, to the extent they are not inconsistent with the accounting principles prescribed in the Regulations and orders/directions issued by IRDAI in this regard.

g) On the basis of the written representations received from the directors as on 31 March 2025, taken on record by the Board of Directors, none of the directors are disqualified as on 31 March 2025, from being appointed as a director in terms of section 164 (2) of the Act.

h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure A".

i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as on 31 March 2025 on its financial position in its standalone financial statements - Refer Schedule 16(b)(1) and Schedule 16(b)(2) to the standalone financial statements;

ii. The Company has made provision as at 31 March, 2025, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Schedule 16(b)(15) and Schedule 16(c)(1) to the standalone financial statements;

iii. There are no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March, 2025.

iv. a. The management of the Company

has represented that, to the best of its knowledge and belief, as disclosed in the Schedule 16(C) (20) to the standalone financial statements, no funds have been advanced or loaned or invested

(either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b. The management of the Company has represented that, to the best of its knowledge and belief, as disclosed in the Schedule 16(c) (20) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on audit procedures that have been considered reasonable and appropriate in the circumstances performed, nothing that has come to our notice that

has caused us to believe that the representations under sub-clause (a) and (b) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The dividend declared and paid by the Company during the year and is in accordance with section 123 of the Act.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account, which has a feature of recording an audit trail (edit log), and the same has been operated throughout the year under audit for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with.

Except for the periods of previous financial year where the audit trail feature was not enabled for certain software and its databases, the Company has preserved the audit trail in accordance with statutory record retention requirements.

16. With respect to the matter to be included in the Auditor's Report under section 197(16) of the Act, in our opinion and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act read with section 34A of the Insurance Act, 1938. The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act read with section 34A of the Insurance Act,1938. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

For B S R & Co. LLP For G. M. Kapadia & Co.

Chartered Accountants Chartered Accountants

ICAI Firm Registration No:101248W/W-100022 ICAI Firm Registration No: 104767W

Pranav Gune Atul Shah

Partner Partner

Membership No: 121058 Membership No: 039569

ICAI UDIN: 25121058BMNWTE7756 ICAI UDIN: 25039569BMLNBJ9863

Place: Mumbai Place: Mumbai

Date: 17 April 2025 Date: 17 April 2025

Mar 31, 2024

1. We have Jointly audited the accompanying Standalone Financial Statements of HDFC Life Insurance Company Limited (the "Company"), which comprise the Balance sheet as at March 31, 2024, and the related Revenue Account (also called the "Policyholders'' Account" or the "Technical Account"), the Profit and Loss Account (also called the "Shareholders'' Account" or "NonTechnical Account") and the Receipts and Payments Account for the year then ended, and notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements are prepared in accordance with the requirements of the Insurance Act, 1938 as amended time to time (the "Insurance Act"), the Insurance Regulatory and Development Act, 1999 (the "IRDA Act"), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations, 2002 (the "Regulations") including orders/directions/ circulars issued by the Insurance Regulatory and Development Authority of India ("IRDAI") and the Companies Act, 2013 ("the Act") to the extent applicable and in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India, as applicable to insurance companies:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2024;

(b) in the case of the Revenue Account, of the surplus for the year ended on that date;

(d) in the case of the Receipts and Payments Account, of the receipts and payments for the year ended on that date.

Basis for opinion

2. We conducted our joint audit in accordance with the Standards on Auditing (the "SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the Act, and the Companies (Audit and Auditors) Rules, 2014 ("Rules") thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

3. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How our audit addressed the key audit matter

Appropriateness of the Timing of Revenue Recognition in the proper period

Refer Schedule 1 and Schedule 16A (2) of the Standalone Financial Statement.

During the year, the Company has recognised premium revenue of Rs. 29,631 crores towards new business (first year premium and single premium). Out of the total revenue recognised, Rs. 9,532 crores were recognised during the last quarter.

Our procedures included the following:

â¢ Understood and evaluated the design and tested the operating effectiveness of process and controls relating to recognition of revenue (including testing of key controls for verifying that the revenue has been accrued in the correct accounting period).

â¢ Tested on a sample basis the policies at the year end to confirm if related procedural compliances with regard to acceptability of the terms of policy were completed before or after the year end to verify appropriate accounting of revenue.

â¢ Verified on a sample basis to verify that policy sales of the next financial year are not accounted for in the current period.

Key Audit Matter

How our audit addressed the key audit matter

This area was considered a key audit matter because of the significant concentration of revenue during the last quarter of financial year (including cut-off at the Balance sheet date). Due to the nature of the industry, revenue is skewed towards the balance sheet date. Hence, there is possibility that policy sales of the next financial year are accounted in the current period.

â¢ Tested on a sample basis, the unallocated premium to corroborate that there were no policies where risk commenced prior to balance sheet but revenue was not recognized.

â¢ Tested the manual accounting journal entries relating to revenue on a sample basis so as to identify unusual or irregular items. We agreed the journal entries tested to supporting evidence.

â¢ Tested on a sample basis cheques receipt with the time stamp in case of products like Unit Linked Insurance Plan to confirm the recognition of the revenue in correct accounting period.

Based on the work carried out, we did not come across any material exception which suggests that the revenue recognition is not accounted in the correct period.

Appropriateness of the classification and valuation of Investments

Refer Schedule 8, 8A and 8B of the Standalone Financial Statement. For accounting policy, refer Schedule 16A (6) to the Standalone Financial Statements.

The Company holds investments against policy holders'' liabilities, linked liabilities and shareholders'' funds. A significant portion of the assets of the Company is in the form of investments (total investments as at March 31, 2024 is Rs. 292,220 crore). As prescribed by Insurance Regulatory and Development Authority of India (the "IRDAI") all investments including derivative instruments, should be made and managed in accordance with the Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016 (the "Investment Regulations") and policies approved by Board of Directors of the Company. Further, investments including derivative instruments (which involves complex calculations to value such instruments) should be valued as prescribed in the Investment Regulations which state the valuation methodology to be used for each class of investment. This area was considered as a key audit matter as the valuation of unlisted or not frequently traded investment involves management judgement. Also, due to events affecting the investee company''s rating, there could be a need to reclassify investment and assess its valuation / impairment per the requirements of the Investment Regulations and/ or Company''s internal policies.

Our procedures included the following:

â¢ Understood Management''s process and controls to ensure proper classification and valuation/ impairment of Investment

â¢ Evaluated the design and tested operating effectiveness of the related controls implemented by the management

â¢ Testing of key controls over investment classification and valuation/ impairment

â¢ Tested on a sample basis, the correct recording of investments (including derivative instruments), classification and compliance with Investment Regulations and policies approved by the Board of Directors.

â¢ Tested on a sample basis the valuation of securities which have been valued in accordance with the Investment Regulations and the Company''s accounting policies. We verified the calculations made by management to assess the value of derivative instruments by involving auditor''s independent experts.

â¢ Tested on a sample basis impairment of securities (including reversal of impairment) which have been impaired / impairment recognised earlier has been (reversed) in accordance with the Investment Regulations and Company''s impairment policies.

â¢ For unlisted and not frequently traded investments, we evaluated management''s valuation model and assumptions and corroborated these with regulatory requirements and the Company''s internal policies including impairment.

â¢ For an event specific reclassification and valuation, we corroborated management''s assessment with the regulatory requirements and the Company''s internal policies.

Based on the work carried out, we did not come across any

material exception which suggests that the investments

were not properly classified or valued.

Key Audit Matter	How our audit addressed the key audit matter
Recognisation of provisions and disclosures of	Our audit procedures included the following:
Contingencies relating to certain matters pertaining	â¢	Understood Management''s process and control
to Goods and service tax (GST) and Income tax		for determining tax litigations and its appropriate
Refer Schedule 16A (18) and note no. 16B(1) to the		accounting and disclosure.
Standalone Financial Statements.	_â¢	Evaluating the design and testing operating effectiveness of controls over the recognition,
The Company has received various demands and		measurement, presentation and disclosure made
show cause notices (SCN) (mostly industry specific)		in the Standalone Financial Statements in respect
from the tax authorities in respect of matters relating		of these matters
to GST and income tax.	_â¢	Testing key controls implemented by Management
In relation to GST the matters were mainly towards		with respect to tax litigations.
short reversal of Input Tax Credit (ITC), wrong	_â¢	Examining orders/SCN from tax authorities and
availment and utilisation of ITC on expenses, excess		management responses thereto.
claim of ITC, reverse chargeability of GST on Agency	_â¢	Where applicable, examining external legal
mentor, service tax on policy fees, switch fees, interest on revival charges, reimbursement of sales		opinions obtained by the Management.
promotion and marketing expenses etc The income tax the matter was mainly towards disallowance of	_â¢	Evaluating competence and capabilities of the Management''s experts
expenses.	_â¢	Inquired pending matters with the Company''s Management.
The Management with the help of its experts, external advisors and counsel (together management expert), where applicable, have made judgments relating to the likelihood of an obligation arising and whether	_â¢	Assessed Management''s conclusions which included involvement of auditors'' experts, as applicable, to gain an understanding of the current status of the tax cases and monitoring
there is a need to recognize a provision or disclose a		of changes in disputes to establish that the
contingent liability.		tax provisions/contingencies reflects the latest
This area is considered as a key audit matter, as		external developments and discussed with those
evaluation of these matters requires Management		charged with governance.
judgement, estimation and assessment, interpretation	_â¢	Assessing the adequacy of disclosures related
of laws and regulations and application of relevant		to these matters in the Standalone Financial
judicial precedents to determine the probability		Statements.
of outcome of ongoing proceedings and outflow of		Based on the above procedures in respect of
economic resources, if any, and the recognition of		certain matters pertaining to GST and Income Tax
provisions, disclosure of contingent liabilities and		we determined that the extent of provisioning
related disclosures to be made in the Standalone		and disclosure of contingent liabilities and related
Financial Statements.		disclosures as at March 31, 2024 is reasonable

Other Matter

4. The actuarial valuation of liabilities for life policies in-force and policies where premium is discontinued but liability exists as at March 31, 2024 and actuarial assumptions is the responsibility of the Company''s Appointed Actuary (the "Appointed Actuary"), which has been certified by the Appointed Actuary in accordance with the regulations, as mentioned in paragraph 11 below. Accordingly, we have relied upon the Appointed Actuary''s certificate for forming our opinion on the Standalone Financial Statements of the Company. Our opinion is not modified in respect of this matter.

Other Information

5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in Management

Discussion and Analysis, Directors'' report including Annexures to Directors'' report and management report but does not include the Standalone Financial Statements and our auditors'' report thereon. The Management Discussion and Analysis, Directors'' report including Annexures to Directors'' report and management report is expected to be made available to us after the date of this auditors'' report.

Our opinion on the Standalone Financial Statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Management Discussion and Analysis, Directors'' report including Annexures to Directors'' report and management report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

Responsibilities of Management for the Standalone Financial Statements

6. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, and receipts and payments of the Company in accordance with the requirements of the Insurance Act read with the IRDA Act, the Regulations, order/ directions/circulars issued by the IRDAI in this regard, the Act to the extent applicable and in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under section 133 of the Act to the extent applicable and in the manner so required. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

I n preparing the Standalone Financial Statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors'' responsibilities for the audit of the Standalone Financial Statements

7. Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with the SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

8. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

9. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

10. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

11. The actuarial valuation of liabilities for life policies in-force and for policies where premium has been discontinued but liability exists as at March 31,2024 has been duly certified by the Appointed Actuary. The Appointed Actuary has also certified that, in her opinion, the assumptions for such valuation are in accordance with the generally accepted actuarial principles and practices, requirements of the Insurance Act, regulations notified by the IRDAI and Actuarial Practice Standards issued by the Institute of Actuaries of India in concurrence with the IRDAI.

12. As required by the Regulations, we have issued a separate certificate dated April 18, 2024, certifying the matters specified in paragraphs 3 and 4 of Schedule C read with regulation 3 of the Regulations.

13. Further, to our comments in the Certificate referred to in paragraph 12 above, as required under the Regulations, read with section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion and to the best of our information and according to the explanations given to us, proper books of account as required by law have been kept by

the Company so far as it appears from our examination of those books except for the matters stated in paragraph 13(j)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended). ("the Rules").

c) As the Company''s financial accounting system is centralized at Head Office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company.

d) The Standalone Balance Sheet, the Standalone Revenue Account, the Standalone Profit and Loss Account, and the Standalone Receipts and Payments Account dealt with by this Report are in agreement with the books of accounts.

e) In our opinion and to the best of our information and according to the explanations given to us, investments have been valued in accordance with the provisions of the Insurance Act and the Regulations and orders/ directions/circulars issued by the IRDAI in this behalf.

f) In our opinion and to the best of our information and according to the explanations given to us, the Standalone Balance Sheet, the Standalone Revenue Account, the Standalone Profit and Loss Account and the Standalone Receipts and Payments Account dealt with by this report comply with the Accounting Standards referred to in section 133 of the Act, to the extent they are not inconsistent with the accounting principles prescribed in the Regulations and orders/ directions issued by IRDAI in this regard.

g) On the basis of the written representations received from the directors as on March 31, 2024, taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2024, from being appointed as a director in terms of Section 164 (2) of the Act.

h) With respect to the maintenance of accounts and other matters connected therewith, reference is made in paragraph 13(j)(vi) below on reporting under Rule 11(g) of the Rules.

i) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure A".

j) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in

its Standalone Financial Statements - Refer Schedule 16B (1) and Schedule 16B (2) to the Standalone Financial Statements;

ii. The Company has made provision as at March 31, 2024 as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts Refer Schedule 16C (18) and Schedule 16B (15) to the Standalone Financial Statements.

iii. There are no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2024.

iv. a. The management has represented that, to

the best of its knowledge and belief, other than as disclosed in the Schedule 16C (20) to the Standalone Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the Schedule 16C (20) to the Standalone Financial Statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company

shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The dividend declared and paid during the year by the Company is in compliance with section 123 of the Act.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of accounts which has a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software, except that the audit trail is not maintained for softwares used for two transaction recording systems, of which one was decommissioned post April 30, 2023 and for direct database changes. Also, for one of the databases the audit trail feature did not operate during the period April 1, 2023 to December 21, 2023. Further, during the course of performing our procedures, we did not notice any instance of audit trail feature being tampered with.

4. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 of the Act read with section 34A of the Insurance Act.

For Price Waterhouse Chartered Accountants LLP For G.M.Kapadia & Co.

Firm Registration No.012754N/N500016 Chartered Accountants

Firm Registration No.104767W

Russell I Parera Atul Shah

Partner Partner

Membership No. 042190 Membership No. 039569

UDIN: 24042190BKFFOH3593 UDIN: 24039569BKAUHP6584

Place: Mumbai Place: Mumbai

Date: April 18, 2024 Date: April 18, 2024

Mar 31, 2023

To the Members of HDFC LIFE INSURANCE COMPANY LIMITED

Report on the audit of the Standalone FinancialStatementsOpinion

1. We have audited the standalone financial statements of HDFC Life Insurance Company Limited ("the Company"), which comprise the balance sheet as at March 31, 2023, and the related Revenue Account (also called the "Policyholders'' Account" or the "Technical Account"), the Profit and Loss Account (also called the "Shareholders'' Account" or "Non-Technical Account") and the Receipts and Payments Account for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements are prepared in accordance with the requirements of the Insurance Act, 1938 (the "Insurance Act"), Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations, 2002 (the "Regulations") including orders/directions/circulars issued by the Insurance Regulatory and Development Authority of India ("IRDAI") and the Companies Act, 2013 ("the Act") to the extent applicable and in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India, as applicable to insurance companies:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2023;

(b) in the case of the Revenue Account, of the net surplus for the year ended on that date;

(d) in the case of the Receipts and Payments Account, of the receipts and payments for the year ended on that date.

Basis for opinion

2. We conducted our audit in accordance with the Standards on Auditing (the "SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the Insurance Act, the IRDA Act, the Regulations, the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

3. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How our audit addressed the key audit matter

Appropriateness of the Timing of Revenue Recognition in the proper period

Refer Schedule 1 and Schedule 16A (2) of the standalone financial statement.

During the year, the Company has recognised premium revenue of '' 29,085 crore towards new business (first year premium and single premium). Out of the total revenue recognised, '' 10,372 crore was recognised during the last quarter.

Our procedures included the following:

â¢ Tested on a sample basis to verify that policy sales of the next financial year are not accounted for in the current period.

Key Audit Matter	How our audit addressed the key audit matter
This area was considered a key audit matter because of	â¢	Tested on a sample basis, the unallocated premium
the significant concentration of revenue during the last		to corroborate that there were no policies where risk
quarter of financial year (including cut-off at the Balance		commenced prior to balance sheet but revenue was
sheet date). Due to the nature of the industry, revenue is		not recognized.
skewed towards the balance sheet date. Hence, there is	_â¢	Tested the manual accounting journal entries relating
possibility that policy sales of the next financial year are		to revenue on a sample basis so as to identify unusual
accounted in the current period.		or irregular items. We agreed the journal entries
	_â¢	tested to supporting evidence. Tested on a sample basis cheques receipt with the
	time stamp in case of products like Unit Linked Insurance Plan to confirm the recognition of the revenue in correct accounting period. Based on the work carried out, we did not come across
	any material exception which suggests that the revenue
	recognition is not accounted in the correct period.
Appropriateness of the classification and valuation	Our	procedures included the following:
of Investments	_â¢	Understood Management''s process and controls
Refer Schedule 8, 8A and 8B of the Financial Statement.		to ensure proper classification and valuation/
For accounting policy, refer Schedule 16A (6) to the		impairment of Investment
financial statements	_â¢	Evaluated the design and tested operating
The Company holds investments against policy holders''		effectiveness of the related controls implemented by the management
liabilities, linked liabilities and shareholders'' funds. A	_â¢	Testing of key controls over investment classification
significant portion of the assets of the Company is in the		and valuation/ impairment
form of investments (total investments as at March 31, 2023 is '' 238,782 crore).	_â¢	Tested on a sample basis, the correct recording of
As prescribed by Insurance Regulatory and Development		investments (including derivative instruments), classification and compliance with Investment
Authority of India (the "IRDAI"), all investments including		Regulations and policies approved by the Board of
derivative instruments, should be made and managed		Directors
in accordance with the Insurance Regulatory and	_â¢	Tested on a sample basis the valuation of securities
Development Authority of India (Investment) Regulations,		which have been valued in accordance with
2016 (the "Investment Regulations") and policies approved		the Investment Regulations and the Company''s
by Board of Directors of the Company.		accounting policies. We verified the calculations made
Further, investments including derivative instruments		by management to assess the value of derivative instruments by involving auditor''s independent
(which involves complex calculations to value such		experts.
instruments) should be valued as prescribed in the	_â¢	Tested on a sample basis impairment of securities
Investment Regulations which state the valuation		(including reversal of impairment) which have
methodology to be used for each class of investment.		been impaired / impairment recognised earlier has
This area was considered as a key audit matter as the		been (reversed) in accordance with the Investment
valuation of unlisted or not frequently traded investment		Regulations and Company''s impairment policies.
involves management judgement. Also, due to events	_â¢	For unlisted and not frequently traded investments,
affecting the investee company''s rating, there could be		we evaluated management''s valuation model and
a need to reclassify investment and assess its valuation		assumptions and corroborated these with regulatory
/ impairment per the requirements of the Investment		requirements and the Company''s internal policies
Regulations and/ or Company''s internal policies.		including impairment.
	_â¢	For an event specific reclassification and valuation,
	we corroborated management''s assessment with the regulatory requirements and the Company''s internal policies. Based on the work carried out, we did not come across any
	material exception which suggests that the investments
	were not properly classified or valued.

Emphasis of Matter

4. We draw your attention to Note 29 of Schedule 16B to the Standalone Financial Statements in respect of Scheme of Amalgamation between the Company and its wholly owned subsidiary namely Exide Life Insurance Company Limited (the "Transferor"), from the appointed date of April 1, 2022, as approved by National Company Law Tribunal (NCLT) vide its order dated September 16, 2022 and subsequently approved by IRDAI on October 13, 2022, which has been given effect to in the accompanying standalone financial statements as set out in the aforesaid note. Our opinion is not modified in respect of this matter.

Other Matter

5. The actuarial valuation of liabilities for life policies in-force and policies where premium is discontinued but liability exists as at March 31, 2023 and actuarial assumption is the responsibility of the Company''s Appointed Actuary (the "Appointed Actuary"), which has been certified by the Appointed Actuary in accordance with the regulations, as mentioned in paragraph 9 below. Accordingly, we have relied upon the Appointed Actuary''s certificate for forming our opinion on the standalone financial statements of the Company. Our opinion is not modified in respect of this matter.

Other Information

6. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Directors'' Report including Annexures to Directors'' Report and Management Report but does not include the financial statements and our auditor''s report thereon.

This other information is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

When we read the Management Discussion and Analysis, Directors'' Report including Annexures to the Directors'' Report, and Management Report report, if we conclude that there is material missatement therein, we are required to communicate the matter to those charge with governance and take approrite action as applicable under the relevant laws and regulations.

Responsibilities of Management for the Standalone Financial Statements

7. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, and receipts and payments of the Company in accordance with the requirements of the Insurance Act read with the IRDA Act, the Regulations, order/ directions issued by the IRDAI in this regard and in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under section 133 of the Act to the extent applicable and in the manner so required. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors'' responsibilities for the audit of the Standalone Financial Statements

8. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

> Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

> Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

> Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

> Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

9. The actuarial valuation of liabilities for life policies in-force and for policies where premium has been discontinued but liability exists as at March 31, 2023 has been duly certified by the Appointed Actuary. The Appointed Actuary has also certified that, in his opinion, the assumptions for such valuation are in accordance with the generally accepted actuarial principles and practices, requirements of the Insurance Act, regulations notified by the IRDAI and Actuarial Practice Standards issued by the Institute of Actuaries of India in concurrence with the IRDAI;

10. As required by the Regulations, we have issued a separate certificate dated April 26, 2023, certifying the matters specified in paragraphs 3 and 4 of Schedule C to the Regulations.

11. Further, to our comments in the Certificate referred to in paragraph 10 above, as required under the Regulations, read with Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion and to the best of our information and according to the explanations given to us, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) As the Company''s financial accounting system is centralized at Head Office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company.

d) The Balance Sheet, the Revenue Account, the Profit and Loss Account, and the Receipts and Payments Account dealt with by this Report are in agreement with the books of accounts.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounting policies selected by the Company are appropriate and are in compliance with the Accounting Standards referred to in Section 133 of the Act, to the extent they are not inconsistent with the accounting principles prescribed in the Regulations and orders/directions issued by the IRDAI in this behalf.

g) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Revenue Account, the Profit and Loss Account and the Receipts and Payments Account dealt with by this report comply with the Accounting Standards referred to in Section 133 of the Act, to the extent they are not inconsistent with the accounting principles prescribed in the Regulations and orders/directions issued by IRDAI in this regard.

h) On the basis of the written representations received from the directors as on March 31, 2023, taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2023, from being appointed as a director in terms of Section 164 (2) of the Act.

i) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure A".

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Schedule 16B(1) and Schedule 16B(2) to the standalone financial statements;

ii. The Company has made provision as at March 31, 2023, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Schedule 16B(15) and Schedule 16C(18) to the standalone financial statements.

iii. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company for the year ended March 31, 2023.

iv. a. The management has represented

that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any

manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Schedule 16C(21) to the financial statements);

b. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Schedule 16C(21) to the financial statements); and

v. The dividend declared and paid during the year by the Company is in compliance with the provision of section 123 of the Act.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for books of account to have the feature of audit trail, edit log and related matters in the accounting software used by the Company, is applicable to the Company only with effect from financial year beginning April 1, 2023, the reporting under clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not applicable.

12. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act and Section 34A of the Insurance Act.

Mar 31, 2022

Opinion

1. We have audited the standalone financial statements of HDFC Life Insurance Company Limited ("the Company"), which comprise the balance sheet as at March 31, 2022, and the related Revenue Account (also called the "Policyholders'' Account" or the "Technical Account"), the Profit and Loss Account (also called the "Shareholders'' Account" or "Non-Technical Account") and the Receipts and Payments Account for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements are prepared in accordance with the requirements of the Insurance Act, 1938 (the "Insurance Act"), Insurance Regulatory and Development Act, 1999 (the "IRDA Act"), Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations, 2002 (the "Regulations") including orders/directions/ circulars issued by the Insurance Regulatory and Development Authority of India ("IRDAI") and the Companies Act, 2013 ("the Act") to the extent applicable and in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India, as applicable to insurance companies:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2022;

(b) in the case of the Revenue Account, of the net surplus for the year ended on that date;

(d) in the case of the Receipts and Payments Account, of the receipts and payments for the year ended on that date.

Basis for opinion

2. We conducted our audit in accordance with the Standards on Auditing (the "SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the Insurance Act, the IRDA Act, the Regulations, the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

3. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How our audit addressed the key audit matter

Appropriateness of the Timing of Revenue Recognition in the proper period

Refer Schedule 1 and Schedule 16A(2) of the standalone financial statement.

During the year, the Company has recognised premium revenue of '' 24,155 crore towards new business (first year premium and single premium). Out of the total revenue recognised, '' 7,080 crore was recognised during the last quarter.

Our procedures included the following:

â¢ Tested on a sample basis to verify that policy sales of the next financial year are not accounted for in the current period.

Key Audit Matter	How our audit addressed the key audit matter
This area was considered a key audit matter because of	â¢	Tested on a sample basis, the unallocated premium
the significant concentration of revenue during the last		to corroborate that there were no policies where risk
quarter of financial year (including cut-off at the Balance		commenced prior to balance sheet but revenue was
sheet date). Due to the nature of the industry, revenue is		not recognised.
skewed towards the balance sheet date. Hence, there is	_â¢	Tested the manual accounting journal entries relating
possibility that policy sales of the next financial year are		to revenue on a sample basis so as to identify unusual
accounted in the current period.		or irregular items. We agreed the journal entries tested to supporting evidence.
	_â¢	Tested on a sample basis cheques receipt with the time stamp in case of products like Unit Linked Insurance Plan to confirm the recognition of the revenue in correct accounting period.
	Based on the work carried out, we did not come across any material exception which suggests that the revenue recognition is not accounted in the correct period.
Appropriateness of the classification and valuation	Our	procedures included the following:
of Investments	_â¢	Understood Management''s process and controls
Refer Schedule 8, 8A and 8B of the Financial Statement.		to ensure proper classification and valuation/
For accounting policy, refer Schedule 16A (6) to the		impairment of Investment.
financial statements.	_â¢	Evaluated the design and tested operating effectiveness of the related controls implemented by
The Company holds investments against policy holders''		the management.
liabilities, linked liabilities and shareholders'' funds. A	_â¢	Testing of key controls over investment classification
significant portion of the assets of the Company is in the form of investments (total investments as at March 31,		and valuation/ impairment
2022 is '' 204,170 crore).	_â¢	Tested on a sample basis, the correct recording of investments (including derivative instruments), classification and compliance with Investment
As prescribed by Insurance Regulatory and Development		Regulations and policies approved by the Board of
Authority of India (the "IRDAI"), all investments including		Directors.
derivative instruments, should be made and managed	_â¢	Testedona samplebasisthevaluationofsecuritieswhich
in accordance with the Insurance Regulatory and		have been valued in accordance with the Investment
Development Authority of India (Investment) Regulations,		Regulations and the Company''s accounting policies.
2016 (the "Investment Regulations") and policies approved		We verified the calculations made by management to
by Board of Directors of the Company.		assess the value of derivative instruments by involving auditor''s independent experts.
Further, investments including derivative instruments	_â¢	Tested on a sample basis impairment of securities
(which involves complex calculations to value such		(including reversal of impairment) which have
instruments) should be valued as prescribed in the		been impaired / impairment recognised earlier has
Investment Regulations which state the valuation		been (reversed) in accordance with the Investment
methodology to be used for each class of investment.	_â¢	Regulations and Company''s impairment policies. For unlisted and not frequently traded investments,
This area was considered as a key audit matter as the		we evaluated management''s valuation model and
valuation of unlisted or not frequently traded investment		assumptions and corroborated these with regulatory
involves management judgement. Also, due to events		requirements and the Company''s internal policies
affecting the investee company''s rating, there could be		including impairment.
a need to reclassify investment and assess its valuation	_â¢	For an event specific reclassification and valuation,
/ impairment per the requirements of the Investment		we corroborated management''s assessment with the
Regulations and/ or Company''s internal policies.		regulatory requirements and the Company''s internal policies.
	Based on the work carried out, we did not come across any material exception which suggests that the investments were not properly classified or valued.

Other Matter

4. The actuarial valuation of liabilities for life policies inforce and policies where premium is discontinued but liability exists as at March 31, 2022 is the responsibility of the Company''s Appointed Actuary (the "Appointed Actuary"), which has been certified by the Appointed Actuary in accordance with the regulations, as mentioned in paragraph 8 below. Accordingly, we have relied upon the Appointed Actuary''s certificate for forming our opinion on the standalone financial statements of the Company. Our opinion is not modified in respect of this matter.

Other Information

5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Chairman''s Message, Report on Corporate Governance, Annual Report on Corporate Social Responsibility, Management Discussion and Analysis, Directors'' Report including Annexures to Directors'' Report and Management Report but does not include the financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

6. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, and receipts and payments of the Company in accordance with the requirements of the Insurance Act read with the IRDA Act, the Regulations, order/ directions issued by the IRDAI in this regard and in accordance

with the accounting principles generally accepted in India including the Accounting Standards specified under section 133 of the Act to the extent applicable and in the manner so required. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors'' responsibilities for the audit of the Standalone Financial Statements

7. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

> Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

> Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on other legal and regulatory requirements

8. The actuarial valuation of liabilities for life policies in-force and for policies where premium has been discontinued but liability exists as at March 31, 2022 has been duly certified by the Appointed Actuary. The Appointed Actuary has also certified that, in his opinion, the assumptions for such valuation are in accordance with the generally accepted actuarial principles and practices, requirements of the Insurance Act, regulations notified by the IRDAI and Actuarial Practice Standards issued by the Institute of Actuaries of India in concurrence with the IRDAI;

9. As required by the Regulations, we have issued a separate certificate dated April 26, 2022, certifying the matters specified in paragraphs 3 and 4 of Schedule C to the Regulations.

10. Further, to our comments in the Certificate referred to in paragraph 9 above, as required under the Regulations, read with Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

c) As the Company''s financial accounting system is centralised at Head Office, no returns for

the purposes of our audit are prepared at the branches and other offices of the Company.

d) The Balance Sheet, the Revenue Account, the Profit and Loss Account, and the Receipts and Payments Account dealt with by this Report are in agreement with the books of accounts.

h) On the basis of the written representations received from the directors as on March 31, 2022, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022, from being appointed as a director in terms of Section 164 (2) of the Act.

j) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations

given to us:

ii. The Company has made provision as at March 31, 2022, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long- term contracts including derivative contracts - Refer Schedule 16B(15) and Schedule 16C(18) to the standalone financial statements.

iii. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company for the year ended March 31, 2022.

iv. (a) The management has represented

(b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall,

whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Schedule 16C(19) to the financial statements); and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. (a) The final dividend for the year 2020-21 was declared and paid during the year and the same is in compliance with the provision of section 123 of the Act.

(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

11. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act and Section 34A of the Insurance Act.

Mar 31, 2021

To the Members of HDFC LIFE INSURANCE COMPANY LIMITED

Report on the audit of the Standalone Financial Statements Opinion

1. We have audited the standalone financial statements of HDFC Life Insurance Company Limited ("the Company"), which comprise the balance sheet as at March 31, 2021, and the related Revenue Account (also called the "Policyholders'' Account" or the "Technical Account"), the Profit and Loss Account (also called the "Shareholders'' Account" or "Non-Technical Account") and the Receipts and Payments Account for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements are prepared in accordance with the requirements of the Insurance Act, 1938 (the "Insurance Act"), Insurance Regulatory and Development Act, 1999 (the "IRDA Act"), Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations, 2002 (the "Regulations") including orders/directions/ circulars issued by the Insurance Regulatory and Development Authority of India ("IRDAI") and the Companies Act, 2013 ("the Act") to the extent applicable and in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India, as applicable to insurance companies:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2021;

(b) in the case of the Revenue Account, of the net surplus for the year ended on that date;

(d) in the case of the Receipts and Payments Account, of the receipts and payments for the year ended on that date.

Basis for opinion

2. We conducted our audit in accordance with the Standards on Auditing (the "SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the Insurance Act, the IRDA Act, the Regulations, the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

3. We draw your attention to Note 16C (20) to the standalone financial statements which explains the uncertainties and the management''s assessment of the financial impact due to the lockdown and other restrictions imposed by the Government and conditions related to the COVID-19 pandemic situation, for which a definitive assessment of the impact is highly dependent upon circumstances as they evolve in the subsequent period. Our opinion is not modified in respect of this matter.

Key audit matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How our audit addressed the key audit matter

Appropriateness of the Timing of Revenue Recognition in the proper period

Refer Schedule 1 and Schedule 16A(2) of the standalone financial statement.

During the year, the Company has recognised premium revenue of '' 20,107 crore towards new business (first year premium and single premium). Out of the total revenue recognised, '' 6,560 crore was recognised during the last quarter.

Our procedures included the following:

â¢ Understood and evaluated the design and operating effectiveness of process and controls relating to recognition of revenue

â¢ Testing of key controls for ensuring that the revenue has been accrued in the correct accounting period.

Key Audit Matter	How our audit addressed the key audit matter
We have focused on this area because of the significant	â¢ Tested on a sample basis unallocated premium
concentration of revenue during the last quarter of	to ensure that there were no policies where risk
financial year (including cut-off at the Balance sheet	commenced prior to balance sheet but revenue was
date). Due to the nature of the industry, revenue is skewed	not recognised.
towards the balance sheet date. Hence, there is possibility	â¢ Tested the manual accounting journals relating to
that policy sales of the next financial year are accounted in	revenue on a sample basis so as to identify unusual
the current period.	or irregular items. We agreed the journals tested to corroborative evidence. â¢ Tested on a sample basis cheques receipt with the time stamp in case of products like Unit Linked Insurance Plan to confirm the recognition of the revenue in correct accounting period. Based on the work carried out, we did not come across any significant matter which suggests that the revenue recognition is not accounted in the correct period.
Appropriateness of the classification and valuation of Investments	Our procedures included the following: â¢ Understood Management''s process and controls
Refer Schedule 8, 8A and 8B of the Financial Statement.	to ensure proper classification and valuation/
For accounting policy, refer schedule 16A (6) to the	impairment of Investment
financial statements	â¢ Testing of key controls over investment classification
The Company holds investments against policyholders''	and valuation/ impairment
liabilities, linked liabilities and shareholders'' funds. A	â¢ Tested on a sample basis, correct recording of
significant portion of the assets of the Company is in the	investments (including derivative instruments),
form of investments (total investments as at March 31,	classification and compliance with Investment
2021 is '' 173,839 crore). As prescribed by Insurance Regulatory and Development	Regulations and policies approved by Board of Directors
Authority of India (the "IRDAI"), all investments including	â¢ Tested on a sample basis valuation of securities which
derivative instruments, should be made and managed	have been valued in accordance with the Investment
in accordance with the Insurance Regulatory and	Regulations and Company''s accounting policies. We
Development Authority of India (Investment Regulations,	assessed the calculations made by management
2016) (the "Investment Regulations") and policies	to assess the value of derivative instruments by
approved by Board of Directors of the Company.	involving auditor''s independent experts. â¢ Tested on a sample basis impairment of securities
Further, investments including derivative instruments	(including reversal of impairment) which have
(which involves complex calculations to value such	been impaired / impairment recognised earlier has
instruments) should be valued as prescribed in the	been (reversed) in accordance with the Investment
Investment Regulations which state the valuation methodology to be used for each class of investment.	Regulations and Company''s impairment policies. â¢ For unlisted and not frequently traded investments,
The valuation of unlisted or not frequently traded	we evaluated management''s valuation model and
investment involves management judgement. Also, due	assumptions and corroborated these with regulatory
to events affecting the investee company''s rating, there	requirements and Company''s internal policies
could be a need to reclassify investment and assess	including impairment.
its valuation / impairment per the requirements of the	â¢ For an event specific reclassification and valuation,
Investment Regulations and/ or Company''s internal	we corroborated management''s assessment with
policies.	the regulatory requirements and Company''s internal
Thus, this is an area where we spend significant time	policies. Based on the work carried out, we did not come across any significant matter which suggests that the investments were not properly classified or valued.

Key Audit Matter

How our audit addressed the key audit matter

Contingencies relating to certain matters pertaining to service tax

Refer note no. 16B(1) to the financial statements.

The Company has received various demands and show cause notices (mostly industry specific) from the tax authorities in respect of matters relating to service tax.

The matters were mainly towards applicability of service tax on Lapse charges, recovery of agency processing fees, backdating alteration charges, recoveries on look in, policy reinstatement fees, policy fees, etc.

The management with the help of its expert, as needed, have made judgments relating to the likelihood of an obligation arising and whether there is a need to recognise a provision or disclose a contingent liability. We focused on this area as a result of uncertainty, use of management''s judgement for assessment and potential material impact on the financial statements.

Our procedures included the following:

â¢ Understood Management''s process and control for determining tax litigations and its appropriate accounting and disclosure.

â¢ Testing key controls surrounding tax litigations

â¢ Where relevant, reading external legal opinions obtained by the management

â¢ Discussed pending matters with the Company''s legal counsel and independent management appointed tax experts

â¢ Assessed management''s conclusions which included involvement of auditors'' independent tax experts, as applicable, to gain an understanding of the current status of the tax cases and monitoring of changes in disputes to establish that the tax provisions reflects the latest external developments

Based on the work performed, in view of the contingencies relating to certain matters pertaining to service tax, we determined the extent of provisioning and disclosure of contingent liabilities as at March 31, 2021 to be reasonable.

Other Matter

5. The actuarial valuation of liabilities for life policies in-force and policies where premium is discontinued is the responsibility of the Company''s Appointed Actuary (the "Appointed Actuary"), which has been certified by the Appointed Actuary in accordance with the regulations, as mentioned in paragraph 9 below. Accordingly, we have relied upon the Appointed Actuary''s certificate for forming our opinion on the standalone financial statements of the Company. Our opinion is not modified in respect of this matter.

Other Information

6. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Chairman''s Message, Report on Corporate Governance, Annual Report on Corporate Social Responsibility, Management Discussion and Analysis, Directors'' Report including Annexures to Directors'' Report, Business Responsibility Report and Management Report but does not include the financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibilities for the audit of the Standalone Financial Statements

As part of an audit in accordance with the SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

> Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

> Conclude on the appropriateness ofmanagement''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to

communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on other legal and regulatory requirements

9. The actuarial valuation of liabilities for life policies in-force and for policies where premium has been discontinued but liability exists as at March 31, 2021 has been duly certified by the Appointed Actuary. The Appointed Actuary has also certified that, in his opinion, the assumptions for such valuation are in accordance with the generally accepted actuarial principles and practices, requirements of the Insurance Act, regulations notified by the IRDAI and Actuarial Practice Standards issued by the Institute of Actuaries of India in concurrence with the IRDAI;

10. As required by the Regulations, we have issued a separate certificate dated April 26, 2021, certifying the matters specified in paragraphs 3 and 4 of Schedule C to the Regulations.

11. Further, to our comments in the Certificate referred to in paragraph 10 above, as required under the Regulations, read with Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

c) As the Company''s financial accounting system is centralised at Head Office, no returns for

the purposes of our audit are prepared at the branches and other offices of the Company.

d) The Balance Sheet, the Revenue Account, the Profit and Loss Account, and the Receipts and Payments Account dealt with by this Report are in agreement with the books of accounts.

h) On the basis of the written representations received from the directors as on March 31, 2021, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021, from being appointed as a director in terms of Section 164 (2) of the Act.

ii. The Company has made provision as at March 31, 2021, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts Refer Schedule 16C(18) and

Schedule 16B(15) to the standalone financial statements.

iii. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company for the year ended March 31, 2021.

12. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act and Section 34A of the Insurance Act.

For Price Waterhouse Chartered Accountants LLP Firm Registration No.012754N/N500016

For G.M.Kapadia & Co.

Firm Registration No.104767W Chartered Accountants

Alpa Kedia Partner

Membership No. 100681 UDIN: 21100681AAAABV7806

Rajen Ashar Partner

Membership No. 048243 UDIN: 21048243AAAACE8105

Place: Mumbai Date: April 26, 2021

Mar 31, 2019

Report on the audit of the Standalone Financial Statements

Opinion

1. We have audited the standalone financial statements of HDFC Life Insurance Company Limited (Formerly known as HDFC Standard Life Insurance Company Limited) (âthe Companyâ), which comprise the balance sheet as at March 31, 2019, and the related Revenue Account (also called the âPolicyholdersâ Accountâ or the âTechnical Accountâ), the Profit and Loss Account (also called the âShareholdersâ Accountâ or âNon-Technical Accountâ) and the Receipts and Payments Account for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information,

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements are prepared in accordance with the requirements of the Insurance Act, 1938 (the âInsurance Actâ), Insurance Regulatory and Development Act, 1999 (the âIRDA Actâ), Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditorâs Report of Insurance Companies) Regulations, 2002 (the âRegulationsâ) and the Companies Act, 2013 (âthe Actâ) to the extent applicable and in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India, as applicable to insurance companies:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2019;

(b) in the case of the Revenue Account, of the net surplus for the year ended on that date;

(d) in the case of the Receipts and Payments Account, of the receipts and payments for the year ended on that date,

Basis for opinion

2. We conducted our audit in accordance with the Standards on Auditing (the âSAsâ) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the Insurance Act, the IRDA Act, the Regulations, the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key Audit Matter

How our audit addressed the key audit matter

Appropriateness of the Timing of Revenue Recognition in the proper period

Refer Schedule 1 and Schedule 16A(2) of the financial statement.

During the year, the Company has recognised premium revenue of Rs. 14,971 Crs towards new business (first year premium and single premium). Out of the total revenue recognised, Rs. 5,032 Crs was recognised during the last quarter.

We have focused on this area because of the significant concentration of revenue during the last quarter of financial year (including cut-off at the Balance sheet date). Due to the nature of the industry, revenue is skewed towards the balance sheet date. Hence, there is possibility that policy sales of the next financial year are accounted in the current period.

Our procedures included the following:

- Understood and evaluated the design and operating effectiveness of process and controls relating to recognition of revenue

- Testing of key controls (including at selected branches) for ensuring that the revenue has been accrued in the correct accounting period.

- Tested on a sample basis the policies at the year end to confirm that the related procedural compliances with regard to acceptability of the terms of policy were completed before or after the year end to ensure appropriate accounting of revenue.

- Tested on a sample basis unallocated premium to ensure that there were no policies where risk commenced prior to balance sheet but revenue was not recognized.

- Tested the manual accounting journals relating to revenue on a sample basis so as to identify unusual or irregular items. We agreed the journals tested to corroborative evidence.

- Tested on a sample basis cash receipt with the time stamp in case of products like Unit Linked Insurance Plan to confirm the recognition of the revenue in correct accounting period.

Based on the work carried out, we did not come across any significant issue which suggests that the revenue recognition is not accounted in the correct period.

Appropriateness of the classification and valuation of Investments

Refer Schedule 8, 8A and 8B of the Financial Statement. For accounting policy, refer schedule 16A(6) to the financial statements.

The Company holds investments against policy holderâs liabilities, linked liabilities and shareholderâ funds. A significant portion of the assets of the Company is in the form of investments (total investments as on March 31, 2019 is Rs. 125,552 Crs).

As prescribed by Insurance Regulatory and Development Authority of India (the âIRDAIâ), all investments should be made and managed in accordance with the Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016 (the âInvestment Regulationsâ) and policies approved by Board of Directors of the Company.

Further, investments should be valued as prescribed in the Investment Regulations which states the valuation methodology to be used for each class of investment.

The valuation of unlisted or not frequently traded investment involves management judgement. Also, due to events affecting the investee companyâs rating, there could be a need to reclassify investment and assess its valuation/ impairment per the requirements of the Investment Regulations and/ or Companyâs internal policies.

Thus, this is an area where we spend significant time.

our procedures included the following:

- Understood Managementâs process and controls to ensure proper classification and valuation of Investment

- Testing of key controls over investment classification and valuation

- Tested on a sample basis, correct recording of investments, classification and compliance with Investment Regulations and policies approved by Board of Directors

- Tested on a sample basis valuation of securities which have been valued in accordance with the Investment Regulations and Companyâs accounting policies

- For unlisted and not frequently traded investments, we evaluated managementâs valuation model and assumptions and corroborated these with regulatory requirements and Companyâs internal policies.

For an event specific reclassification and valuation, we corroborated managementâs assessment with the regulatory requirements and Companyâs internal policies

Based on the work carried out, we did not come across any significant matter which suggests that the investments were not

properly classified or valued.

Contingencies relating to certain matters	Our procedures included the following:
pertaining to service tax and income tax	- Understood Managementâs process and control for
Refer Schedule no. 16B(1) to the financial	determining tax litigations and its appropriate accounting
statements.	and disclosure.
The Company has received various demands and	- Testing key controls surrounding tax litigations
show cause notices (mostly industry specific) from the tax authorities in respect of matters including service tax and income tax.	- Where relevant, reading external legal opinions obtained by the management
For service tax, the matters were mainly towards applicability of service tax on Lapse charges, recovery of agency processing fees, backdating alteration charges, recoveries on look in, policy reinstatement fees, policy fees, etc. and on	Involved auditors independent tax expert to gain an understanding of the current status of the tax cases and monitored changes in disputes to establish that the tax provisions have been appropriately adjusted to reflect the latest external developments
income tax it is mainly towards applicability of	- Discussed pending matters with the Companyâs legal counsel
correct section of TDS with regard to certain	and independent management appointed tax experts
payments.	- Assessed managementâs conclusions through understanding
The management with the help of its expert,	precedents set in similar cases and corroborating it by
as needed, have made judgments relating	involving Independent tax experts.
to the likelihood of an obligation arising and whether there is a need to recognize a provision or disclose a contingent liability. We therefore focused on this area as a result of uncertainty and potential material impact.	Based on the work performed, in view of the contingencies relating to certain matters pertaining to service tax and income tax, we determined the extent of provisioning and disclosure of contingent liabilities as at March 31, 2019 to be reasonable.

Other Matter

4. The actuarial valuation of liabilities for life policies in-force and policies where premium is discontinued is the responsibility of the Companyâs Appointed Actuary (the âAppointed Actuaryâ), which has been certified by the Appointed Actuary in accordance with the regulations, as mentioned in paragraph 8 below. Accordingly, we have relied upon the Appointed Actuaryâs certificate for forming our opinion on the financial statements of the Company.

Other Information

5. The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Key Performance Indicators, Chairmanâs Message, MD & CEOâs Message, Report on Corporate Governance, Annual Report on Corporate Social Responsibility, Management Discussion and Analysis, Audit and Risk Management, Directorsâ Report including Annexures to Directorsâ Report, Business Responsibility Report and Management Report but does not include the financial statements and our auditorâs report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

6. The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, and receipts and payments of the Company in accordance with the requirements of the Insurance Act read with the IRDA Act, the Regulations, order/ directions issued by the IRDAI in this regard and in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under section 133 of the Act to the extent applicable and in the manner so required. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs responsibilities for the audit of the Standalone financial statements

7. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

8. The actuarial valuation of liabilities for life policies in-force and for policies where premium has been discontinued but liability exists as at March 31, 2019 has been duly certified by the Appointed Actuary. The Appointed Actuary has also certified that, in his opinion, the assumptions for such valuation are in accordance with the generally accepted actuarial principles and practices, requirements of the Insurance Act, regulations notified by the IRDAI and Actuarial Practice Standards issued by the Institute of Actuaries of India in concurrence with the IRDAI;

9. As required by the Regulations, we have issued a separate certificate dated April 26, 2019, certifying the matters specified in paragraphs 3 and 4 of Schedule C to the Regulations.

10. Further, to our comments in the Certificate referred to in paragraph 9 above, as required under the Regulations, read with Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

c) As the Companyâs financial accounting system is centralized at Head Office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company.

d) The Balance Sheet, the Revenue Account, the Profit and Loss Account, and the Receipts and Payments Account dealt with by this Report are in agreement with the books of accounts.

h) On the basis of the written representations received from the directors as on March 31, 2019, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019, from being appointed as a director in terms of Section 164 (2) of the Act.

j) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Schedule 16B(1) and Schedule 16B(2) to the financial statements;

ii. The Company has made provision as at March 31, 2019, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on longterm contracts - Refer Schedule 16C(18) to the financial statements. The Company did not have any derivative contracts as at March 31, 2019.

iii. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company for the year ended March 31, 2019.

11. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act and Section 34A of the Insurance Act.

TO THE MEMBERS OF HDFC LIFE INSURANCE COMPANY LIMITED (FORMERLY KNOWN AS HDFC STANDARD LIFE INSURANCE COMPANY LIMITED)

(Referred to in paragraph 9 of our Report on Other Legal and Regulatory Requirements forming part of the Independent Auditorsâ Report dated April 26, 2019)

This certificate is issued to comply with the provisions of paragraphs 3 and 4 of Schedule C of the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditorâs Report of Insurance Companies) Regulations 2002, (the âRegulationsâ) read with regulation 3 of the Regulations.

The Companyâs Board of Directors is responsible for complying with the provisions of The Insurance Act, 1938 as amended from time to time including amendment brought by Insurance Laws (Amendment) Act, 2015 (the âInsurance Actâ), read with the Insurance Regulatory and Development Authority Act, 1999 (the âIRDA Actâ), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditorâs Report of Insurance Companies) Regulations, 2002 (the âRegulationsâ), orders/directions issued by the Insurance Regulatory and Development Authority of India (the âIRDAIâ). This includes collecting, collating and validating data and designing, implementing and monitoring of internal controls suitable for ensuring compliance as aforesaid.

Our responsibility, for the purpose of this certificate, is limited to certifying matters contained in paragraphs 3 and 4 of Schedule C of the Regulations. We conducted our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes issued by the Institute of Chartered Accountants of India (the âICAIâ).

In accordance with the information and explanations given to us and to the best of our knowledge and belief and based on our examination of the books of accounts and other records maintained by HDFC LIFE INSURANCE COMPANY LIMITED (Formerly known as HDFC STANDARD LIFE INSURANCE COMPANY LIMITED) (the âCompanyâ) for the year ended March 31, 2019, we certify that:

1. We have reviewed the Management Report attached to the standalone financial statements for the year ended March 31, 2019 and have found no apparent mistake or material inconsistency with the standalone financial statements;

2. Based on management representations and the compliance certificate submitted to the Board of Directors by the officers of the Company charged with compliance and the same being noted by the Board, nothing has come to our attention that causes us to believe that the Company has not complied with the terms and conditions of registration as per sub section 4 of section 3 of the Insurance Act, 1938;

3. The Cash on hand balance as at March 31, 2019 is Rs. Nil. We have verified the cheques on hand, to the extent considered necessary and securities relating to Companyâs loans and investments as at March 31, 2019, by actual inspection or on the basis of certificates/ confirmations received from the Custodians and/ Depository Participants appointed by the Company, as the case may be. As at March 31, 2019, the Company does not have reversions and life interests;

4. The Company is not a trustee of any trust; and

5. No part of the assets of the Policyholdersâ Funds has been directly or indirectly applied in contravention of the provisions of the Insurance Act relating to the application and investments of the Policyholdersâ Funds.

Referred to in paragraph 10 (i) of the Independent Auditorsâ Report of even date to the members of HDFC Life Insurance Company Limited (formerly known as HDFC Standard Life Insurance Company Limited) on the standalone financial statements for the year ended March 31, 2019.

Report on the Internal financial Controls with reference to financial statements under Clause (i) of sub-section 3 of section 143 of the Act

1. We have audited the internal financial controls with reference to financial statements of HDFC Life Insurance Company Limited (formerly known as HDFC Standard Life Insurance Company Limited) (âthe Companyâ) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managementâs responsibility for Internal financial Controls

2. The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditorsâ responsibility

3. Our responsibility is to express an opinion on the Companyâs internal financial with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system with reference to financial statements.

Meaning of Internal financial Controls with reference to financial statements

6. A companyâs internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

9. The actuarial valuation of liabilities for life policies in force and policies where premium is discontinued is required to be certified by the Appointed Actuary as per the regulations, and has been relied upon by us, as mentioned in para 4 and 8 of our audit report on the standalone financial statements for the year ended March 31, 2019. Accordingly, our opinion on the internal financial controls over financial reporting does not include reporting on the operating effectiveness of the managementâs internal controls over the valuation and accuracy of the aforesaid actuarial valuation.

For Price Waterhouse Chartered Accountants LLP For G.M. Kapadia & Co.

Chartered Accountants Chartered Accountants

Firm Registration No.012754N/N500016 Firm Registration No.104767W

Sharmila A. Karve Rajen Ashar

Partner Partner

Membership No. 043229 Membership No. 048243

Place: Mumbai

Date: April 26, 2019

Mar 31, 2018

TO THE MEMBERS OF HDFC STANDARD LIFE INSURANCE COMPANY LIMITED Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of HDFC STANDARD LIFE INSURANCE COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,

2018, the related Revenue Account (also called the "Policyholders'' Account or the "Technical Account"), the Profit and Loss Account (also called the "Shareholders'' Account" or "Non-Technical Account") and the Receipts and Payments Account for the year ended March 31, 2018 and summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

1999 (the "IRDA Act"), Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report Insurance Companies) Regulations, 2002 ("the regulations"), orders/directions, circulars, guidelines issued by the Insurance Regulatory and Development Authority of India (IRDAI) in this regard and in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014 to the extent applicable and in the manner so required. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Insurance Act, the IRDA Act, the Regulations, the Companies Act and the Rules made there under including the accounting standards to the extent applicable and auditing standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements are prepared in accordance with the requirements of the Insurance Act, 1938, the Insurance Regulatory and Development Authority Act, 1999, the Regulations and the Companies Act 2013, to the extent applicable and in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India, as applicable to Insurance Companies:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018;

(b) i n the case of the Revenue Account, of the net surplus for the year ended on that date;

(d) in the case of the Receipts and Payments Account, of the receipts and payments for the year ended on that date.

Other Matter

9. The actuarial valuation of liabilities for life policies in-force and policies where premium is discontinued is the responsibility of the Company''s Appointed Actuary (the "Appointed Actuary"), which has been certified by the Appointed Actuary in accordance with the regulations, as mentioned in paragraph 10 below. Accordingly, we have relied upon the Appointed Actuary''s certificate for forming our opinion on the financial statements of the Company.

Report on Other Legal and Regulatory Requirements

10. The actuarial valuation of liabilities for life policies in-force and for policies where premium has been discontinued but liability exists as at March 31, 2018 has been duly certified by the Appointed Actuary. The Appointed Actuary has also certified that in his opinion, the assumptions for such valuation are in accordance with the generally accepted actuarial principles and practices, requirements of the Insurance Act, regulations notified by the IRDAI and Actuarial Practice Standards issued by the Institute of Actuaries of India in concurrence with the IRDAI;

11. As required by the Regulations, we have issued a separate certificate dated April 18, 2018 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the Regulations.

12. Further to our comments in the Certificate referred to in Paragraph 11 above, as required under the Regulations, read with Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit and have found them to be satisfactory;

(b) In our opinion and to the best of our information and according to the explanations given to us, proper books of account as required by law have been maintained by the Company so far as it appears from our examination of those books;

(c) As the Company''s financial accounting system is centralized at Head Office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company;

(d) The Balance Sheet, the Revenue Account, the Profit and Loss Account, and the Receipts and Payments Account dealt with by this Report are in agreement with the books of account;

(e) In our opinion and to the best of our information and according to the explanations given to us, investments have been valued in accordance with the provisions of the Insurance Act, 1938 and the Regulations and orders / directions issued by the IRDAI in this behalf;

(f) In our opinion and to the best of our information and according to the explanations given to us, the accounting policies selected by the Company are appropriate and are in compliance with the Accounting Standards referred to in Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules,

2014, to the extent they are not inconsistent with the accounting principles prescribed in the Regulations and orders / directions issued by the IRDAI in this behalf;

(g) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Revenue Account, the Profit and Loss Account and the Receipts and Payments Account dealt with by this report comply with the Accounting Standards referred to in Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent they are not inconsistent with the accounting principles prescribed in the Regulations and orders/ directions issued by IRDAI in this regard; and

(h) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(i) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

(j) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31, 2018 on its financial position in its standalone financial statements - Refer schedule 16B note 2 to the standalone financial statements.

ii. The Company has made provision, as required under the applicable laws or accounting standards, for material foreseeable losses, wherever applicable on long-term contracts including derivative contracts as at March 31, 2018 - Refer schedule 16C note 19 to the standalone financial statements.

iii. There are no amounts which are required to be transferred, to the Investor Education and Protection Fund by the Company for the year ended March 31, 2018.

Referred to in paragraph 12 (i) of the Independent Auditors'' Report of even date to the members of HDFC Standard Life Insurance Company Limited on the standalone financial statements for the year ended March 31, 2018.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of HDFC Standard Life Insurance Company Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matter

9. The actuarial valuation of liabilities for life policies in force and policies where premium is discontinued is required to be certified by the Appointed Actuary as per the regulations, and has been relied upon by us, as mentioned in para 9 and 10 of our audit report on the standalone financial statements for the year ended March 31, 2018. Accordingly, our opinion on the internal financial controls over financial reporting does not include reporting on the operating effectiveness of the management''s internal controls over the valuation and accuracy of the aforesaid actuarial valuation.

For Price Waterhouse Chartered Accountants LLP For G.M. Kapadia & Co.

Chartered Accountants Chartered Accountants

Firm Registration No.012754N/N500016 Firm Registration No.104767W

Anish P. Amin Rajen Ashar

Partner Partner

Membership No. 040451 Membership No. 048243

Place: Mumbai

Date: April 18, 2018

Mar 31, 2017

Independent Auditors'' Report

TO THE MEMBERS OF HDFC STANDARD LIFE INSURANCE COMPANY LIMITED Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of HDFC STANDARD LIFE INSURANCE COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2017, the related Revenue Account (also called the "Policyholders'' Account" or the "Technical Account"), the Profit and Loss Account (also called the "Shareholders'' Account" or "Non- Technical Account") and the Receipts and Payments Account for the year ended March 31, 2017 and summary of significant accounting policies and other explanatory information,

Management''s Responsibility for the Standalone Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements to give a true and fair view of the financial position, financial performance and receipts and payments of the Company in accordance with the requirements of the Insurance Act, 1938, as amended by Insurance Laws (Amendment) Act, 2015 (the "Insurance Act"), read with Insurance Regulatory and Development Act, 1999 (the "IRDA Act"), Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report Insurance Companies) Regulations, 2002 ("the regulations"), orders/directions, circulars, guidelines issued by the Insurance Regulatory and Development Authority of India (IRDAI) in this regard and in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable and in the manner so required. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit,

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

2013, to the extent applicable and in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India, as applicable to Insurance Companies:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2017;

(b) in the case of the Revenue Account, of the net surplus for the year ended on that date;

(d) in the case of the Receipts and Payments Account, of the receipts and payments for the year ended on that date.

Other Matters

10. The financial statements of the Company for the year ended March 31, 2016 were audited by Price Waterhouse Chartered Accountants LLP and Haribhakti & Co. LLP Chartered Accountants who, vide their audit report dated April 18, 2016 have expressed as unmodified opinion thereon.

Report on Other Legal and Regulatory Requirements

11. The actuarial valuation of liabilities for life policies in-force and for policies where premium has been discontinued but liability exists as at March 31, 2017 has been duly certified by the Appointed Actuary.

The Appointed Actuary has also certified that in his opinion, the assumptions for such valuation are in accordance with the generally accepted actuarial principles and practices, requirements of the Insurance Act, regulations notified by the IRDAI and Actuarial Practice Standards issued by the Institute of Actuaries of India in concurrence with the IRDAI;

12. As required by the Regulations, we have issued a separate certificate dated May 3, 2017 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the Regulations.

13. Further, to our comments in the Certificate referred to in Paragraph 11 above, as required under the Regulations, read with Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit and have found them to be satisfactory;

(c) As the Company''s financial accounting system is centralized at Head Office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company;

(d) The Balance Sheet, the Revenue Account, the Profit and Loss Account, and the Receipts and Payments Account dealt with by this Report are in agreement with the books of account;

(f) In our opinion and to the best of our information and according to the explanations given to us, the accounting policies selected by the

Company are appropriate and are in compliance with the Accounting Standards referred to in Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, to the extent they are not inconsistent with the accounting principles prescribed in the Regulations and orders / directions issued by the IRDAI in this behalf;

(h) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(i) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

i. The Company has disclosed the impact of pending litigations as at March 31, 2017 on its financial position in its financial statements - Refer schedule 16 (B) note 2 to the Financial Statements.

ii. The Company has made provision, as required under the applicable laws or accounting standards, for material foreseeable loses, wherever applicable on long-term contracts including derivative contracts as at March 31, 2017 - Refer schedule 16 (C) note 20 to the Financial Statements.

iii. There are no amounts which are required to be transferred, to the Investor Education and Protection Fund by the Company for the year ended March 31, 2017.

iv The disclosure requirement as envisaged in Notification G.S.R 308 (E) dated March 30, 2017 is not applicable to the Company. Refer schedule 16 (C) note 19 to the Financial Statements.

TO THE MEMBERS OF HDFC STANDARD LIFE INSURANCE COMPANY LIMITED

(Referred to in paragraph 12 of our Report on Other Legal and Regulatory Requirements forming part of the Independent Auditors'' Report dated May 3, 2017)

This certificate is issued to comply with the provisions of paragraphs 3 and 4 of Schedule C of the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations 2002, (the "Regulations") read with regulation 3 of the Regulations.

The Company''s Board of Directors is responsible for complying with the provisions of The Insurance Act, 1938 as amended from time to time including amendment brought by Insurance Laws (Amendment) Act, 2015 (the "Insurance Act"), the Insurance Regulatory and Development Authority Act, 1999 (the "IRDA Act"), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations, 2002 (the "Regulations"), orders/directions issued by the Insurance Regulatory and Development Authority of India (the "IRDAI"). This includes collecting, collating and validating data and designing, implementing and monitoring of internal controls suitable for ensuring compliance as aforesaid.

In accordance with the information and explanations given to us and to the best of our knowledge and belief and based on our examination of the books of accounts and other records maintained by HDFC STANDARD LIFE INSURANCE COMPANY LIMITED (the "Company") for the year ended March 31, 2017, we certify that:

1. We have reviewed the Management Report attached to the financial statements for the year ended March 31, 2017 and have found no apparent mistake or material inconsistency with the financial statements;

3. The Cash on hand balance as at March 31, 2017 is '' Nil. We have verified the cheques on hand, to the extent considered necessary and securities relating to Company''s loans and investments as at March 31, 2017, by actual inspection or on the basis of certificates/ confirmations received from the Custodians and/Depository Participants appointed by the Company, as the case may be. As at March 31, 2017, the Company does not have reversions and life interests;

4. The Company is not a trustee of any trust; and

5. No part of the assets of the Policyholders'' Funds has been directly or indirectly applied in contravention of the provisions of the Insurance Act relating to the application and investments of the Policyholders'' Funds.

Referred to in paragraph 13 (i) of the Independent Auditors'' Report of even date to the members of HDFC Standard Life Insurance Company Limited on the financial statements for the year ended March 31, 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of HDFC Standard Life Insurance Company Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the" Guidance Note") and the Standards on Auditing, deemed to be prescribed under section 143 (10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

9. The actuarial valuation of liabilities for life policies in force and policies where premium is discontinued is required to be certified by the Appointed Actuary as per the regulations, and has been relied upon by us, as mentioned in para 9 and 11 of our audit report on the financial statements for the year ended March 31, 2017. Accordingly, our opinion on the internal financial controls over financial reporting does not include reporting on the operating effectiveness of the management''s internal controls over the valuation and accuracy of the aforesaid actuarial valuation.

For Price Waterhouse Chartered Accountants LLP

Chartered Accountants

Firm Registration No. 012754N/N500016

Anish P Amin Partner

Membership No. 040451

For G.M. Kapadia &

Co. Chartered Accountants

Firm Registration No. 104767W

Rajen Ashar Partner

Membership No. 048243

Place : Mumbai

Date : May 3, 2017

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