HDFC Life Insurance Company Ltd Auditor Reports

on Identified Sustainability Information in HDFC Life Insurance Company Limiteds Business Responsibility Sustainability Reporting Report for the financial year ended March 31, 2024

TO,

The Board of Directors,

HDFC Life Insurance Company Limited,

Lower Parel, Mumbai - 400011

We have been engaged to perform a reasonable assurance engagement, for HDFC Life Insurance Company Limited (the Company) vide our engagement letter dated June 3, 2024 in respect of providing an Independent assurance on the agreed Sustainability Information listed below (the "Identified Sustainability Information") in accordance with the Criteria stated below. This identified Sustainability Information is as included in the Business Responsibility and Sustainability Report (BRSR) of the Company for the year ended March 31, 2024.

Identified Sustainability Information

The Identified Sustainability Information for the financial year ended March 31, 2024 is summarised below:

Sr. No.	Attribute	Cross - reference to the BRSR	Parameter
1	Energy footprint	Principle 6 - 1	• Total energy consumption (in Joules or multiples) • % of energy consumed from renewable sources • Energy intensity
2	Water footprint	Principle 6 - 3 &6 - 4	• Total water consumption • Water consumption intensity • Water Discharge by destination and levels of Treatment
3	Greenhouse (GHG) footprint	Principle 6 - 7	• Greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity
4	Embracing circularity - details related to waste management by the entity	Principle 6 - 9	• Details related to waste generated by the entity (category wise) • Waste intensity • Each category of waste generated, total waste recovered through recycling, re-using or other recovery operations" • For each category of waste generated, total waste disposed by nature of disposal method"
5	Enhancing Employee Wellbeing and Safety	Principle 3 - 1 (c)	• Spending on measures towards well-being of employees and workers (including permanent and other than permanent)"
		Principle 3 - 11	• Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours worked)" • Total recordable work-related injuries • No. of fatalities • High consequence work-related injury or ill- health (excluding fatalities)

*

Sr. No.	Attribute	Cross - reference to the BRSR	Parameter
6	Enabling Gender Diversity in Business	Principle 5 - 3 (b)	• Gross wages paid to females as % of wages paid
		Principle 5 - 7	• Total Complaints registered under Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 ("POSH Act") reported • Complaints on POSH Act as a % of female employees • Complaints on POSH Act upheld
7	Enabling Inclusive Development	Principle 8 - 4	• Input material sourced from followingsources as percentage of total purchases - Directly sourced from MSMEs/ small producers and from within India"
		Principle 8 - 5	• Job creation in smaller towns - Wages paid to persons employed in smaller towns (permanent or nonpermanent /on contract) as % of total wage cost
8	Fairness in Engaging with Customers and Suppliers	Principle 1 - 8	• Number of days of accounts payable
		Principle 9 - 7	• Instances involving loss / breach of data of customers as a percentage of total data breaches or cyber security events
9	Open-ness of business	Principle 1 - 9	• Concentration of purchases & sales done with trading houses, dealers, and related parties Loans and advances & investments with related parties"

Our reasonable assurance engagement is with respect to the financial year ended March 31, 2024 information only unless otherwise stated and we have not performed any procedures with respect to earlier periods or any other elements included in the BRSR and, therefore, do not express any opinion thereon.

Criteria

The criteria used by the Company to prepare the Identified Sustainability Information is issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") read with SEBI circular SEBI/HO/ CFD/CFD-SEC-2/P/CIR/2023/122 dated 12 July 2023 ("SEBI Circular"), and the Guidance note for BRSR read with National Guidelines for Responsible Business Conduct Issued by Ministry of Corporate Affairs ("BRSR Framework")

Managements Responsibility

The Companys management is responsible for selecting or establishing suitable criteria for preparing the Identified Sustainability Information, taking into account applicable laws and regulations, if any, related to reporting on the Identified Sustainability Information, identification of key aspects, engagement with stakeholders, content, preparation and presentation of the Identified Sustainability Information in accordance with the Criteria. This responsibility includes design, implementation and maintenance of internal control relevant to the preparation of the BRSR and the measurement of Identified Sustainability Information, which is free from material misstatement, whether due to fraud or error.

Inherent limitations

The absence of a significant body of established practice on which to draw to evaluate and measure non-financial information allows for different, but acceptable, measures and measurement techniques and can affect comparability between entities.

Our Independence and Quality Control

We have maintained our independence and confirm that we have met the requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) and have the required competencies and experience to conduct this assurance engagement.

The firm applies Standard on Quality Control (SQC) 1, "Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements", and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.

Our Responsibility

Our responsibility is to express a reasonable assurance in the form of an opinion on the Identified Sustainability Information based on the procedures we have performed and evidence we have obtained.

We conducted our engagement in accordance with the Standard on Sustainability Assurance Engagements (SSAE) 3000, "Assurance Engagements on Sustainability Information", issued by the Sustainability Reporting Standards Board of the ICAI. This standard requires that we plan and perform our engagement to obtain reasonable assurance about whether the Identified Sustainability Information are prepared, in all material respects, in accordance with the Reporting Criteria. A reasonable assurance engagement involves assessing the risks of material misstatement of the Identified Sustainability Information whether due to fraud or error, responding to the assessed risks as necessary in the circumstances.

The procedures we performed were based on our professional judgment and included inquiries, observation of processes performed, inspection of documents, evaluating the appropriateness of quantification methods and reporting policies, analytical procedures and agreeing or reconciling with underlying records.

Given the circumstances of the engagement, in performing the procedures listed above, our work procedures included the following:

• Obtained an understanding of the Identified Sustainability Information and related disclosures;

• Obtained an understanding of the assessment criteria and their suitability for the evaluation and /or measurements of the Identified Sustainability Information. Made enquiries of Companys Management, including the various teams such as Sustainability team and those with responsibility for managing Companys Annual Reporting.Interviews with senior executives to understand the reporting process, governance, systems and controls in place during the reporting period;

• Review of the records and relevant documentation including information from audited financial statements or statutory reports submitted by the Company to support relevant performance disclosures within our scope.

• Evaluation of the suitability and application of Criteria and that the Criteria have been applied appropriately to the subject matter.

• Selection of key parameters and representative sampling, based on statistical audit sampling tables and agreeing claims to source information to check accuracy and completeness of claims such as source data, meter data, etc.Re- performing calculations to check accuracy of claims,

• Review of data from independent sources, wherever available, review of data, information about sustainability performance indicators and statements in the report, review and verification of information/ data as per the BRSR framework and Review of the accuracy, transparency and completeness of the information/ data provided;

Exclusions:

Our assurance scope excludes the following and therefore we do not express a conclusion on the same:

• Operations of the Company other than those mentioned in the "Scope of Assurance";

• Aspects of the BRSR and the data/information (qualitative or quantitative) other than the Identified Sustainability Information;

• Data and information outside the defined reporting period; and

• The statements that describe expression of opinion, belief, aspiration, expectation, aim, or future intentions provided by the Company

Opinion

Based on the procedures we have performed and the evidence we have obtained, the Identified Sustainability Information for the year ended March 31, 2024 (as stated under "Identified Sustainability Information") are prepared in all material respects, in accordance with the criteria.

Restriction on use

Our Reasonable Assurance report has been prepared and addressed to the Board of Directors of HDFC Life Insurance Company Limitedat the request of the company solely, to assist company in reporting on Companys sustainability performance and activities. Accordingly, we accept no liability to anyone, other than the Company. Our Deliverables should not be used for any other purpose or by any person other than the addressees of our Deliverables. The firm neither accepts nor assumes any duty of care or liability for any other purpose or to any other party to whom our Deliverables are shown or into whose hands it may come without our prior consent in writing.

	For G. M. Kapadia & Co.
	Chartered Accountants
	Firm Registration No. 104767 W
	AtulShah
	Partner
Place: Mumbai	Membership No. 039569
Date: June 21, 2024	UDIN: 24039569BKAUKO2295

Independent Auditors Report

to,

THE MEMBERS

HDFC LIFE INSURANCE COMPANY LIMITED

Report on the audit of the Standalone

Financial Statements

Opinion

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 Auditors 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;

(c) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(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 Auditors 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: • 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). • 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. • Verified on a sample basis to verify that policy sales of the next financial year are not accounted for in the current period.
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.	• 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. • 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. • 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 companys rating, there could be a need to reclassify investment and assess its valuation / impairment per the requirements of the Investment Regulations and/ or Companys internal policies.	Our procedures included the following: • Understood Managements process and controls to ensure proper classification and valuation/ impairment of Investment • Evaluated the design and tested operating effectiveness of the related controls implemented by the management • Testing of key controls over investment classification and valuation/ impairment • 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. • Tested on a sample basis the valuation of securities which have been valued in accordance with the Investment Regulations and the Companys accounting policies. We verified the calculations made by management to assess the value of derivative instruments by involving auditors independent experts. • 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 Companys impairment policies. • For unlisted and not frequently traded investments, we evaluated managements valuation model and assumptions and corroborated these with regulatory requirements and the Companys internal policies including impairment. • For an event specific reclassification and valuation, we corroborated managements assessment with the regulatory requirements and the Companys 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.

Recognisation of provisions and disclosures of Contingencies relating to certain matters pertaining to Goods and service tax (GST) and Income tax

Refer Schedule 16A (18) and note no. 16B(1) to the Standalone Financial Statements.

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

In relation to GST the matters were mainly towards short reversal of Input Tax Credit (ITC), wrong availment and utilisation of ITC on expenses, excess claim of ITC, reverse chargeability of GST on Agency mentor, service tax on policy fees, switch fees, interest on revival charges, reimbursement of sales promotion and marketing expenses etc The income tax the matter was mainly towards disallowance of expenses.

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 there is a need to recognize a provision or disclose a contingent liability.

This area is considered as a key audit matter, as evaluation of these matters requires Management judgement, estimation and assessment, interpretation of laws and regulations and application of relevant judicial precedents to determine the probability of outcome of ongoing proceedings and outflow of economic resources, if any, and the recognition of provisions, disclosure of contingent liabilities and related disclosures to be made in the Standalone Financial Statements.

Our audit procedures included the following:

• Understood Managements process and control for determining tax litigations and its appropriate accounting and disclosure.

• Evaluating the design and testing operating effectiveness of controls over the recognition, measurement, presentation and disclosure made in the Standalone Financial Statements in respect of these matters

• Testing key controls implemented by Management with respect to tax litigations.

• Examining orders/SCN from tax authorities and management responses thereto.

• Where applicable, examining external legal opinions obtained by the Management.

• Evaluating competence and capabilities of the Managements experts

• Inquired pending matters with the Companys Management.

• Assessed Managements conclusions which included involvement of auditors 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/contingencies reflects the latest external developments and discussed with those charged with governance.

• Assessing the adequacy of disclosures related to these matters in the Standalone Financial Statements.

Based on the above procedures in respect of certain matters pertaining to GST and Income Tax we determined that the extent of provisioning and disclosure of contingent liabilities and related 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 Companys 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 Actuarys 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 Companys 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 Companys 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.

In preparing the Standalone Financial Statements, management is responsible for assessing the Companys 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 Companys 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 auditors

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:

• 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.

• 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 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 auditors 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 Companys 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 Auditors 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.

14. 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.

Annexure A to Independent Auditors Report

Referred to in paragraph 13 (i) of the Independent Auditors Report of even date to the members of HDFC Life Insurance Company Limited on the Standalone Financial Statements for the year ended March 31, 2024

Report on the Internal Financial Controls with reference to aforesaid Standalone Financial Statements under clause (i) of sub-section 3 of section 143 of the Act

1. We have jointly audited the internal financial controls with reference to Standalone Financial Statements of HDFC Life Insurance Company Limited (the "Company") as of and for the year ended March, 31, 2024 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

2. The Companys 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 ("the Guidance Note") 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 companys 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 for Internal Financial Controls with reference to the Standalone Financial Statements

3. Our responsibility is to express an opinion on the Companys Internal Financial with reference to the Standalone 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 "Guidance Note") and the Standards on Auditing referred to in 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 Standalone 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 Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Standalone Financial Statements included obtaining an understanding of internal financial controls with reference to Standalone 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 auditors 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 Companys Internal Financial Controls system with reference to Standalone Financial Statements.

Meaning of Internal Financial Controls with reference to the Standalone Financial Statements

6. A companys Internal Financial Control with reference to Standalone 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 companys Internal Financial Control with reference to Standalone 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 unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements

7. Because of the inherent limitations of Internal Financial Controls with reference to Standalone 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 Standalone Financial Statements to future periods are subject to the risk that the internal financial control with reference to Standalone 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 the Standalone Financial

Statements and such Internal Financial Controls with reference to the Standalone Financial Statements were operating effectively as at March 31, 2024, 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 issued by ICAI.

Other Matters

9. The actuarial valuation of liabilities for life policies in force and policies where premium is discontinued but liability exists as at March 31, 2024 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 11 of our audit report on the Standalone Financial Statements for the year ended March 31, 2024. Accordingly, our opinion on the internal financial controls over financial reporting does not include reporting on the operating effectiveness of the managements internal controls over the valuation and accuracy of the aforesaid actuarial valuation.

	For G. M. Kapadia & Co.
	Chartered Accountants
	Firm Registration No. 104767 W
	AtulShah
	Partner
Place: Mumbai	Membership No. 039569
Date: June 21, 2024	UDIN: 24039569BKAUKO2295