ICICI Prudential Life Insurance Company Ltd Directors Report.

To the Members of

ICICI Prudential Life Insurance Company Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

opinion

We have audited the accompanying standalone financial statements of ICICI Prudential Life insurance Company Limited (the "Company"), which comprise the Balance Sheet as at 31 March 2020, the Revenue Account (also called the "Policyholders Account" or the "Technical Account"), the Profit and Loss Account (also called the "Shareholders Account" or the "Non-Technical Account") and the Receipts and Payments Account for the year then ended and notes to 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 give the information required in accordance with the insurance Act, 1938 (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 Auditors Report of insurance Companies) Regulations, 2002 (the "iRDA Financial

Statements Regulations"), orders / directions / circulars issued by the insurance Regulatory and Development Authority of india (the "iRDAi") and the Companies Act, 2013 (the "Act"), to the extent applicable, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india including the Accounting Standards prescribed under section 133 of the Act, to the extent applicable of the state of affairs of the Company as at 31 March 2020, of its net surplus, of its profit and of the receipts and payments for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (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 provisions of 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 matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current year. 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.

We have determined the matters below to be the key audit matters to be communicated in our report.

Information Technology (IT) systems

Key audit matter How our audit has addressed the key audit matter
The Companys key financial accounting and reporting processes such as Premium income, Benefits paid, investments amongst others are highly dependent on information systems including automated controls, such that there exists a risk that gaps in the iT control environment could result in the financial accounting and reporting records being misstated. The Company uses several systems for its overall financial reporting process. Our key audit procedures with the involvement of our iT Specialists included, but were not limited to the following:
• Understood the General IT Control (GITC) i.e. Access Controls, Program/ System Change, Program Development, Computer Operations (i.e. Job Processing, Data/System Backup incident Management) over key financial accounting and reporting systems, and supporting control systems (referred to as in-scope systems);
Further, the prevailing COViD-19 situation has caused the required iT applications to be made accessible to the employees on a remote basis. • Understood the IT infrastructure i.e. operating systems and databases supporting the in-scope systems and related data security controls in relation to large number of users working on the entitys systems remotely in the light of COViD-19;
We have identified information Technology systemsRsas a key audit matter because of the high level automation, significant number of systems being used by the management, the complexity of the iT architecture and the risks associated with remote access of key applications by a large population of employees at the year end.
• Tested the controls over the IT infrastructure covering user access (including privilege users), and system changes;
• Tested the General IT Controls for design and operating effectiveness for the audit period over the in-scope systems;
• Understood the application controls for the in- scope systems including segregation of duties, key interfaces, system generated reports, reconciliations and system processing, as determined by us during our risk assessment;
• Tested the application controls for design and operating effectiveness for the audit period; and
• Tested the controls to determine whether these controls remained unchanged during the audit period or were changed following the standard change management process.

Valuation of investments (31 March 2020: 1,512,561,978, 31 March 2019: 1,590,085,424) (INR in Thousands)

Refer Schedule 8,8A and 8B of the standalone financial statements and refer schedule 16 note 2.11 on accounting policy

Key audit matter How our audit has addressed the key audit matter
the Companys investment portfolio represents significant portion of the Companys total assets as at 31 March 2020. Our audit procedures for this area included but were not limited to the following:
the Companys investments are valued in accordance with its accounting policy which is in line with the insurance regulatory and development authority of india (investment) regulations, 2016 (the "investment regulations") issued by insurance Regulatory and Development Authority of india and / or policies approved by Board of Directors of the Company which details the valuation methodology to be used for each class of investment. • Tested the design, implementation and operating effectiveness of key controls over the valuation process, including the Companys review and approval of the estimates and assumptions used for the valuation including key authorization and data input controls;
• For selected samples, assessed appropriateness of the valuation methodologies with reference to investment Regulations issued by iRDAi and / or the Companys own Board approved valuation policies;
• For selected samples of listed investments, performed independent price checks using external quoted prices and by agreeing the observable inputs that were used in the Companys valuation techniques to external data;
Further, the prevailing COViD-19 situation, has caused economic stress in various sectors and there may be investments where the operations of the investee companies may be adversely impacted, resulting in a need for detailed valuation assessment in relation such investments.
• For other investments, evaluated for selected samples, the assessment and resulting conclusions by the Company in order to determine the reasonableness of the valuations recorded and impairments, if any. This included an evaluation of the methodology and assumptions used with reference to the Companys policies; and
Valuation of investments was considered to be one of the areas which would require significant auditor attention and was one of the matter of most significance in the standalone financial statements due to the materiality of total value of investments to the standalone financial statements.
• Evaluated managements assessment on consideration of COVID-19 disruptions in determination of valuations / impairment.

information other than the standalone financial statements and auditors report thereon

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Management Report, Directors Report, Corporate Governance, Management Discussion and Analysis and Enterprise Risk Management but does not include the standalone financial statements and our auditors report thereon. these reports 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. 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 other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

The Companys 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, net surplus/deficit, 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, the IRDA Financial statements Regulations and orders /directions / circulars issued by the IRDAI in this regard, and 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, management and Board of Directors are 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.

those Board of directors are also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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 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 skepticism 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 the 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.

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 standalone financial statements of the current year 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.

OTHER MATTER

the actuarial valuation of liabilities for life policies in force and policies in respect of which premium has been discontinued but liability exists as at 31 march 2020 is the responsibility of the Companys 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 2020 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. Accordingly, we have relied upon the Appointed Actuarys 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 in the standalone financial statements of the Company. our opinion is not modified in this respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by IRDA Financial statements Regulations, we have issued a separate certificate dated 25 April 2020 certifying the matters specified in paragraphs 3 and 4 of schedule C to the IRDA Financial statements Regulations.

2. As required by the IRDA Financial statements 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 Companys financial accounting system is centralized, no returns for the purpose 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 payment Account dealt with by this Report are in agreement with the books of account;

e) In our opinion, the aforesaid standalone financial statements comply with the Accounting standards prescribed under section 133 of the Act, to the extent not inconsistent with the accounting principles prescribed in the IRDA Financial statements Regulations and orders / directions / circulars issued by IRDAI in this regard;

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, the IRDA Financial statements Regulations and orders / directions / circulars issued by IRDAI in this regard;

g) In our opinion, the accounting policies selected by the Company are appropriate and are in compliance with the Accounting standards specified under section 133 of the Act, to the extent they are not inconsistent with the accounting principles as prescribed in the IRDA Financial statements Regulations and orders / directions / circulars issued by the IRDAI in this regard;

h) on the basis of written representations received from the directors as on 31 March 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2020 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 financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A"; and

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 16 note 3.44 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. The Company did not have any derivative contracts as at 31 March 2020 - Refer schedule 16 note 3.45 to the standalone financial statements;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2020; and

iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes is not applicable to the Company - Refer schedule 16 note 3.48 to the standalone financial statements.

k) With respect to the matter to be included in the Auditors Report under section 197(16), in our opinion and according to the explanations given to us, the remuneration paid/ provided 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. 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. 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 walker chandiok & co LLP
Chartered Accountants Chartered Accountants
ICAI Firm Registration No: 101248W/W-100022 ICAI Firm Registration No: 001076N/N500013
Sagar Lakhani Khushroo B. Panthaky
Partner Partner
Membership No: 111855 Membership No: 042423
UDIN: 20111855AAAADN9140 UDIN: 20042423AAAABZ8146
Place: Mumbai Place: Mumbai
Date: 25 April 2020 Date: 25 April 2020

Annexure A

TO THE INDEPENDENT AUDITORS REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED FOR THE YEAR ENDED 31 MARCH 2020

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE AFORESAID STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013

(Referred to in paragraph 2(i) under "Report on Other Legal and Regulatory Requirements" section of our report of even date)

We have audited the internal financial controls with reference to the standalone financial statements of iCiCi Prudential Life insurance Company Limited (the "Company") as of 31 March 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR INTERNAL FINANCIAL CONTROLS

The Companys management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone financial statements 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 (the "Guidance Note"). 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 Companies Act, 2013 (hereinafter referred to as the "Act").

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the Companys internal financial controls with reference to the standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. 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 were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to the standalone financial statements included obtaining an understanding of such internal financial controls, 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.

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 with reference to the standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

A Companys internal financial controls with reference to standalone financial statements 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 Companys internal financial controls with reference to standalone financial statements include 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 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 companys assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

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 controls 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

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 were operating effectively as at 31 March 2020, based on the internal controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

OTHER MATTER

The actuarial valuation of liabilities for life policies in force and policies in respect of which premium has been discontinued but liability exists as at

31 march 2020 has been certified by the Appointed Actuary as per the iRDA Financial statements Regulations, and has been relied upon by us, as mentioned in "other matter" of our audit report on the standalone financial statements for the year ended 31 March 2020. Accordingly, our opinion on the internal financial controls with reference to the standalone financial statements does not include reporting on the operating effectiveness of the managements internal controls over the valuation and accuracy of the aforesaid actuarial valuation. our opinion is not modified in respect of the above matter.

For B S R & Co. LLP For Walker Chandiok & Co LLP
Chartered Accountants Chartered Accountants
ICAI Firm Registration No: 101248W/W-100022 ICAI Firm Registration No: 001076N/N500013
Sagar Lakhani Khushroo B. Panthaky
Partner Partner
Membership No: 111855 Membership No: 042423
UDIN: 20111855AAAADN9140 UDIN: 20042423AAAABZ8146
Place: Mumbai Place: Mumbai
Date: 25 April 2020 Date: 25 April 2020

Independent Auditors Certificate

Independent Auditors Certificate referred to paragraph 1 under Report on Other Legal and Regulatory Requirements forming part of the independent auditors Report dated 25 April 2020

To,

The Members of,

icici Prudential life insurance company limited

1. This certificate is issued in accordance with the terms of our engagement letter dated 22 July 2019 with iCiCi Prudential Life insurance Company Limited (the "Company").

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

managements responsibility

3. The Companys Board of Directors is responsible for complying with the provisions of The insurance Act, 1938 (amended by the insurance Laws (Amendment) Act 2015) (the "insurance Act"), the insurance Regulatory and Development Authority Act, 1999 (the "iRDA Act"), the iRDA Financial Statements Regulations, orders / directions / circulars issued by the insurance Regulatory and Development Authority of india (the "iRDAi") which includes the preparation and maintenance of books of accounts and Management Report. This includes collecting, collating and validating data and designing, implementing and monitoring of internal controls suitable for ensuring the aforesaid and applying an appropriate basis of preparation that are reasonable in the circumstances and providing all relevant information to the iRDAi.

auditors responsibility

4. Pursuant to the requirements of the iRDA Financial Statements Regulations, it is our responsibility to obtain reasonable assurance and form an opinion based on our audit and examination of books of accounts and other records maintained by the Company as to whether the Company has complied with the matters contained in paragraphs 3 and 4 of Schedule C read with Regulation 3 of iRDA Financial Statements Regulations.

5. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) (the "Guidance Note") issued by the ICAI. The Guidance Note requires that we comply with the independence and other ethical requirements of the Code of Ethics issued by the iCAi.

6. We have complied with the relevant applicable requirements of the 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.

opinion

7. in accordance with information and explanations given to us and to the best of our knowledge and belief and based on our joint audit and examination of the books of account and other records maintained by the Company for the year ended 31 March 2020, we certify that:

a. We have reviewed the attached Management Report to the standalone financial statements for the year ended 31 March 2020, and on the basis of our review, we have not found any apparent mistake or material inconsistencies in the Management Report read with the standalone financial statements;

b. Based on management representations and compliance certificates 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 stipulated by the iRDAi;

c. We have verified the cash balances as at 31 March 2020 with the books of accounts by vouching for selected samples of 31 March 2020 through a three way check between date of receipt of cheque from the customer, date of cheque deposit slips in the bank and examining the underlying supporting for such cheque deposit such as policy documents / policy related documents issued by the Company. Further, we have also relied upon managements certificate for the cash balances. For securities relating to the Companys loans and investments as at 31 March 2020, we have performed reconciliation on the basis of confirmations received from the Custodian appointed by the Company with the books of accounts. As at 31 March 2020, the Company does not have reversions and life interests;

d. The Company is not the trustee of any trust; and

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

restriction on use

8. This certificate is issued at the request of the Company solely for use of the Company for inclusion in the annual accounts in order to comply with the provisions of paragraph 3 and 4 of Schedule C read with regulation 3 of the iRDA Financial Statements Regulations and is not intended to be and should not be used for any other purpose without our prior consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose.

For B S R & co. LLP For walker chandiok & co LLP
Chartered Accountants Chartered Accountants
ICAI Firm Registration No: 101248W/W-100022 ICAI Firm Registration No: 001076N/N500013
Sagar Lakhani Khushroo B. Panthaky
Partner Partner
Membership No: 111855 Membership No: 042423
UDIN: 20111855AAAADO2600 UDIN: 20042423AAAACC7623
Place: Mumbai Place: Mumbai
Date: 25 April 2020 Date: 25 April 2020

Independent Auditors Certificate

Independent Auditors Certificate in accordance with Schedule I(B)(11)(d) of the Insurance Regulatory and Development Authority of india (investment) Regulations, 2016 dated 1 august 2016.

To

The Board of directors

icici Prudential Life insurance company Limited

icici Prulife towers

1089, Appasaheb Marathe Marg

Prabhadevi

MuMBAI 400 025

1. This certificate is issued in accordance with terms of our engagement letter dated 22 July 2019 with iCiCi Prudential Life insurance Company limited (the "Company"). insurance Regulatory and Development Authority of india (investment) Regulations, 2016 dated 1 August 2016 (the "Regulations"), require the auditors of the Company to issue certificate regarding applicable Net Asset Value ("NAV") for applications received as at 31 March 2020 in terms of Schedule i(B)(11)(d) to the Regulations.

managements responsibility

2. The preparation and maintenance of all accounting and other relevant supporting records and documents is the responsibility of the management of the Company. This responsibility includes the design, implementation and maintenance of internal controls relevant to the applicability of NAV for applications received as at 31 March 2020.

3. The Companys management is responsible for complying with conditions stated in the Regulations and providing all relevant information to the regulatory authorities.

auditors responsibility

4. Pursuant to the requirements of this certificate, it is our responsibility to provide reasonable assurance as to whether:

(a) The applications received on Tuesday, 31 March 2020 upto

3.00 p.m. have been stamped and that the NAV of 31 March 2020 is applied for applications received upto 3.00 p.m;

(b) The applications received on Tuesday, 31 March 2020 after

3.00 p.m. have been stamped and that the NAV of 1 April 2020 is applied for applications received after 3.00 p.m; and

(c) The Company has declared NAV for 31 March 2020 which is a business day, on a basis consistent with the Companys accounting policies as disclosed in its audited standalone financial statements for the year ended 31 March 2020.

5. We have jointly audited standalone financial statements of the Company as of and financial year ended 31 March 2020 on which

we issued an unmodified audit opinion vide our report dated 25 April 2020. Our audits of these standalone financial statements were conducted in accordance with the standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and other applicable authoritative pronouncements issued by the institute of Chartered Accountants of india (the "iCAi"). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free of material misstatement. our audits were not planned and performed in connection with any transactions to identify matters that may be of potential interest to third parties.

6. in this connection, we have performed the following procedures:

a) obtained the list of applications for New business, Renewal premium, Top up, Surrender, Freelook cancellation, Fund switches, Withdrawal and Partial withdrawal received in respect of Unit linked products on 31 March 2020 (together referred to as "Application Forms"), from the Company;

b) Selected samples of Application Forms from listing mentioned in paragraph 6(a) above and verified whether:

i) The applications received on Tuesday, 31 March 2020, upto 3.00 p.m. have been appropriately stamped; and the NAV of 31 March 2020 is applied for such applications;

ii) The applications received on Tuesday, 31 March 2020, after 3.00 p.m. have been appropriately stamped and the NAV of 1 April 2020 is applied for such applications; and

iii) The NAV applied for applications received on 31 March 2020 is traced to the respective NAV declared by the Company.

c) We have read the certificate dated 17 April 2020 of the Concurrent auditor of the Company, M/s. Majithia & Associates, Chartered Accountants which has been furnished to us certifying compliance with Regulation 5 of Schedule i(B);

d) obtained confirmation from management, that all physical branches which were operating on 31 March 2020 were closed for customers before 3.00 p.m.;

e) obtained representation from the Management that the Company has declared 31 March 2020 as a business day for accepting Application Forms and that it has declared NAV for 31 March 2020.

7. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) (the "Guidance Note") issued by the ICAI. The Guidance Note requires that we comply with the independence and other ethical requirements of the Code of Ethics issued by the iCAi.

8. we have complied with the relevant applicable requirements of the 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.

OPINION

9. Based on the procedures performed by us, as mentioned in paragraph 6 above, according to the information and explanations provided to us and representations by the Companys management, we report that:

(a) The applications received on Tuesday, 31 March 2020 upto 3.00 p.m. have been stamped and that the NAv of 31 march

2020 is applied for applications received upto 3.00 p.m.;

(b) the applications received on tuesday, 31 march 2020 after 3.00 p.m. have been stamped and that the NAv of 1 april 2020 is applied for applications received after 3.00 p.m.; and

(c) the Company has declared NAv for 31 march 2020 which is a business day, on a basis consistent with the Companys accounting policies as disclosed in its audited standalone financial statements for the year ended 31 march 2020.

RESTRICTION ON USE

10. this certificate is addressed to and provided to Board of Directors of the Company, solely for inclusion in the annual accounts of the Company as per schedule i(B)(11)(d) of the regulations and should not be used by any other person or for any other purpose. we have no responsibility to update this certificate for events and circumstances occurring after the date of this certificate.

For B S R & Co. LLP For Walker Chandiok & Co LLP
Chartered Accountants Chartered Accountants
ICAI Firm Registration No: 101248W/W-100022 ICAI Firm Registration No: 001076N/N500013
Sagar Lakhani Khushroo B. Panthaky
Partner Partner
Membership No: 111855 Membership No: 042423
UDIN: 20111855AAAADP5727 UDIN: 20042423AAAACB2149
Place: Mumbai Place: Mumbai
Date: 25 April 2020 Date: 25 April 2020