1. We have audited the Financial Statements of CanaraHSBC Life Insurance Company Limited (“theCompany”), which comprise the Balance Sheet as atMarch 31, 2026, the related Revenue Account (alsocalled the “Policyholders' Account" or “TechnicalAccount”), the Profit and Loss Account (also called the“Shareholders’ Account” or “Non-Technical Account”)and the Receipts and Payments Account (also called“Cash Flow Statement”) for the year ended on that dateand Notes to Accounts including summary of SignificantAccounting Policies and other explanatory information(hereinafter referred to as “the financial statements”).
2. In our opinion and to the best of our information andaccording to the explanations given to us the aforesaidfinancial statements are prepared in accordance with therequirements of the Insurance Act, 1938, as amended byInsurance Laws (Amendment) Act, 2015 and Insurance(Amendment) Act, 2021 (the “Insurance Act”), readwith Insurance Regulatory and Development AuthorityAct, 1999 (the “IRDA Act”), Insurance Regulatoryand Development Authority (Actuarial, Financeand Investment Functions of Insurers) Regulations,2024 (“the Regulations”), orders/directions, circulars,guidelines issued by the Insurance Regulatory andDevelopment Authority of India (IRDAI) in this regard andin accordance with the accounting principles generallyaccepted in India, including the Accounting Standardsspecified under Section 133 of the Companies Act, 2013(“the Act”) read with Rule 7 of the Companies (Accounts)Rules, 2014 and Companies (Accounting Standards)Amendment Rules, 2021 to the extent applicable andin the manner so required, and give a true and fair viewin conformity with the generally accepted accounting
principles in India and the practices prevailing with inthe Insurance Industry in India:
i. In the case of the Balance Sheet, of the state ofaffairs of the Company as at March 31,2026;
ii. In the case of the Revenue Account, of the surplusfor the year ended March 31,2026;
iii. In the case of the Profit and Loss Account, of theprofit for the year ended March 31,2026; and
iv. In the case of the Receipts and Payments Account,of the receipts and payments for the year endedMarch 31,2026.
Basis for Opinion
3. We conducted our audit in accordance with the Standardson Auditing (SAs) specified under section 143(10) ofthe Act. Our responsibilities under those Standardsare further described in the Auditor’s Responsibilitiesfor the Audit of the Financial Statements section ofour report. We are independent of the Company inaccordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India together withthe ethical requirements that are relevant to our auditof the financial statements under the provisions of theAct and the Rules thereunder, and we have fulfilled ourother ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe thatthe audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Key Audit Matters
4. Key audit matters are those matters that, in ourprofessional judgment, were of most significance in ouraudit of the financial statements of the current period.These matters were addressed in the context of ouraudit of the financial statements as a whole, and informing our opinion thereon, and we do not provide aseparate opinion on these matters. We have determinedthe matters described below to be the key audit mattersto be communicated in our report:
S. No
Key Audit Matter
How the matter was addressed in our audit
1
Valuation of Investments:
(AUM: March 31, 2026 - ' 46,11,815 Lakhs; March 31,2025 - ' 41,16,641 Lakhs)
Investments are made and valued in accordance withthe provisions of the Insurance Act, 1938, InsuranceRegulatory and Development Authority (Actuarial,Finance and Investment Functions of Insurers)Regulations, 2024 (“the Regulations”), Investment Policyof the Company and relevant Indian Generally AcceptedAccounting Principles.
The valuation methods used to value investments usemultiple observable market inputs, including interestrates, equity prices, indices, etc.
Considering the materiality of such investments, we haveconsidered investments as having significant impact onoverall risk levels, controls and related audit proceduresdesigned by us. Valuation of investments was consideredas one of the areas of most significance to overall auditstrategy.
Our Audit Procedures included the following:
a. We have reviewed the compliances framework in place forcompliance with requirements of IRDAI and InvestmentPolicy with regard to investments.
b. We have assessed the design and operating effectivenessof internal controls around the investment function. Thisincludes aspects relating to governance, monitoring,regulation, procurement / disposal, valuation, accountingand disclosure of investments.
c. We have conducted independent reconciliation of quantumof holdings of investments with the holdings confirmed byCustodians / third parties.
d. We have reviewed the methodologies followed by theCompany w.r.t valuation of investments and have validatedthe pricing sources.
2
Information Technology (IT):
The Company’s financial accounting and reportingsystems are highly dependent on the effective working ofthe operating and accounting system/s due to extensivevolumes, variety and complexity of transactions.
The company has separate software applications formanagement of its various activities. Transfer of data from/ to these software’s is critical for accurate compilation offinancial information.
We have identified IT systems and controls as key auditmatter because of significant use of IT system and thescale and complexity of the IT architecture. Our auditoutcome is dependent on the effective functioning ofsuch operating and accounting system
We have carried out the following procedures to verify the
effectiveness of IT controls:
• We have obtained an understanding of the Company’s ITenvironment and key changes if any during the audit periodthat may be relevant to the audit.
• Our audit procedures included testing and reviewing the designand operating effectiveness of the key automated and manualbusiness cycle controls and logic for system generated reportsrelevant to the audit by verifying the reports and other financialand non-financial information generated from the system ona test check basis.
• We have reviewed the reconciliations between the coreoperating systems and the accounting software to mitigate therisk of incorrect data flow to/from separate application software.
• We have also obtained management representations whereverconsidered necessary.
Other Information
5. The Company’s Board of Directors is responsible forthe other information. The other information obtained atthe date of this auditors’ report is management reportbut does not include the financial statements and ourauditors’ report thereon.
6. Our opinion on the financial statements does not coverthe other information and we do not express any formof assurance on the conclusion thereon.
7. 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 ismaterially inconsistent with the financial statementsor our knowledge obtained in the audit, or otherwiseappears to be materially misstated.
8. When we read the Other Information, if we concludethat there is a material misstatement therein, we arerequired to communicate the matters to those chargedwith governance.
Management’s Responsibility for the FinancialStatements
9. The Company’s Board of Directors is responsible forthe matters stated in section 134(5) of the Act withrespect to the preparation of these financial statementsthat give a true and fair view of the financial position,financial performance, and cash flows of the Companyin accordance with the Regulations, the provisions ofInsurance Act, the IRDA Act, various circulars/guidelinesissued by IRDAI and the accounting principles generallyaccepted in India, including the accounting standards
specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules, 2014 further amendedby Companies (Accounting Standards) AmendmentRules, 2021 to the extent applicable and in the manner sorequired. This responsibility also includes maintenanceof adequate accounting records in accordance with theprovisions of the applicable laws for safeguarding of theassets of the Company and for preventing and detectingfrauds and other irregularities; selection and applicationof appropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequateinternal financial controls, that were operating effectivelyfor ensuring the accuracy and completeness of theaccounting records, relevant to the preparation andpresentation of the financial statements that give a trueand fair view and are free from material misstatement,whether due to fraud or error.
10. In preparing the financial statements, the Board of Directorsis responsible for assessing the Company’s ability tocontinue as a going concern, disclosing, as applicable,matters related to going concern and using the goingconcern basis of accounting unless the Board of Directorseither intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
11. The Board of Directors are also responsible foroverseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of theFinancial Statements
12. Our objective is to obtain reasonable assurance aboutwhether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error,and to issue an audit report that includes our opinion.Reasonable assurance is a high level of assurance, but isnot a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatementwhen it exists. Misstatements can arise from fraud orerror and are considered material if, individually or inthe aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on thebasis of these financial statements.
13. As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of materialmisstatement of the financial statements, whetherdue to fraud or error, design and perform auditprocedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of notdetecting a material misstatement resulting fromfraud is higher than for one resulting from error,as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal control relevantto the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsiblefor expressing our opinion on whether theCompany has adequate internal financial controlssystem in place and the operating effectiveness ofsuch controls.
• Evaluate the appropriateness of accountingpolicies used and the reasonableness ofaccounting estimates and related disclosures madeby management.
• Conclude on the appropriateness of management’suse of the going concern basis of accounting and,based on the audit evidence obtained, whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany’s 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 financialstatements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date ofour auditors’ report. However, future events orconditions may cause the Company to cease tocontinue as a going concern.
• Evaluate the overall presentation, structure andcontent of the financial statements, including thedisclosures as required under the regulations, theprovisions of Insurance Act, the IRDA Act, variouscirculars/guidelines issued by IRDAI and accountingstandards referred to under the Act, and whetherthe financial statements represent the underlyingtransactions and events in a manner that achievesfair presentation.
Materiality is the magnitude of misstatements in thefinancial statements that, individually or in aggregate,makes it probable that the economic decisions ofa reasonably knowledgeable user of the financialstatements may be influenced. We consider quantitativemateriality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results ofour work; and (ii) to evaluate the effect of any identifiedmisstatements in the financial statements.
14. We communicate with those charged with governanceregarding, among other matters, the planned scopeand timing of the audit and significant audit findings,including any significant deficiencies in internal controlthat we identify during our audit.
15. We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, andto communicate with them all relationships and othermatters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
16. From the matters communicated with those chargedwith governance, we determine those matters thatwere of most significance in the audit of the financialstatements of the current period and are therefore thekey audit matters. We describe these matters in ourauditor’s report unless law or regulation precludes publicdisclosure about the matter or when, in extremely rarecircumstances, we determine that a matter should notbe communicated in our report because the adverseconsequences of doing so would reasonably beexpected to outweigh the public interest benefits ofsuch communication.
Other Matters
17. The actuarial valuation of liabilities for life policies inforce is the responsibility of the Company’s AppointedActuary (the Appointed Actuary). The actuarial valuationof these liabilities as at March 31, 2026 for policies inforce and policies in respect of which premium hasbeen discontinued but liability exists as at that datehas been duly certified by the Appointed Actuary. TheAppointed Actuary has certified to the Company thatthe assumptions for such valuations are in accordancewith the guidelines and norms issued by the InsuranceRegulatory and Development Authority of India (IRDAI)and the Institute of Actuaries of India in concurrencewith the IRDAI. Accordingly, we have relied upon theAppointed Actuary’s certificate in this regard for formingand our opinion in so far as it relates to the actuarialvaluation is based solely on the certificate of theAppointed Actuary (Refer Note No. 7 of Schedule 16 (B)Significant Accounting Policies and Note 2 of Schedule16 (C) Notes to Accounts).
18. We draw attention to schedule 16 (A) to the financialstatements which states that consequent to dilutionof shareholding of Canara Bank and Punjab NationalBank pursuant to the Offer for Sale, the Company is nolonger covered under Section 139(5) of the CompaniesAct, 2013. Consequently, directions & sub-directionsissued by the Comptroller and Auditor-General of Indiaunder Section 143(5) of the Act are not applicable tothe Company for the current year and, accordingly, noseparate report is being issued in respect of mattersarising from such directions.
Our opinion is not modified in respect of theabove matters.
Report on Other Legal and RegulatoryRequirements
19. We have issued a separate Certificate, as required,certifying the matters specified in paragraph 3 and 4of Part III of Schedule II of Chapter III of the InsuranceRegulatory and Development Authority (Actuarial,Finance and Investment Functions of Insurers)Regulations, 2024 (“the Regulations”).
20. Further to our comments in the certificate referred to inpara 19 above, and, as required by the IRDA Act, theregulations issued under Section 114A of the InsuranceAct and read with section 143 (3) of “the Act” wereport that:
a) We have sought and obtained all the information andexplanations which to the best of our knowledgeand belief were necessary for the purpose of ouraudit and have found them to be satisfactory;
b) In our opinion, and to the best of our information andaccording to the explanations given to us, properbooks of account as required by law have beenmaintained by the Company so far as it appearsfrom our examination of those books;
c) The Company’s financial accounting system iscentralized, accounting returns are not required tobe submitted by the branches and other offices ofthe Company for the purposes of our audit;
d) The Balance Sheet, the Revenue Account, the Profitand Loss Account and the Receipts and PaymentsAccount dealt in this Report are in agreement withthe books of account;
e) The actuarial valuation of liabilities as at March 31,2026 for policies in force and policies in respect ofwhich premium has been discontinued but liabilityexists as at that date has been duly certified bythe Appointed Actuary. The Appointed Actuary
has certified to the Company that the assumptionsfor such valuations are in accordance with theguidelines and norms issued by the InsuranceRegulatory and Development Authority of India(IRDAI) and the Institute of Actuaries of India inconcurrence with the IRDAI.
f) In our opinion and to the best of our informationand according to the explanations given to us, theBalance Sheet, the Revenue Account, the Profitand Loss Account and the Receipts and PaymentsAccount dealt with by this report comply with theAccounting Standards referred to in Section 133of the Act read with Rule 7 of the Companies(Accounts) Rules, 2014 as amended andCompanies (Accounting Standards) AmendmentRules, 2021) to the extent they are not inconsistentwith the accounting principles prescribed in theRegulations and orders/directions issued by IRDAIin this regard; and
g) On the basis of written representations receivedfrom directors as on March 31, 2026 and takenon record by the Board of Directors, none of thedirectors is disqualified as on March 31,2026, frombeing appointed as a director in terms of section164 (2) of the Act.
h) The Investments of the Company have beenvalued in accordance with the provisions ofthe Insurance Act, Insurance Regulatory andDevelopment Authority (Actuarial, Finance andInvestment Functions of Insurers) Regulations,2024 (“the Regulations”), the Investment policyof the company and Master Circular on Actuarial,Finance and Investment Functions of Insurersissued by IRDAI, May 2024.
i) In our opinion and to the best of our informationand according to the explanations given to us,the accounting policies selected by the Companyare appropriate and are in compliance with theAccounting Standards referred under the section133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014 as amended andCompanies (Accounting Standards) AmendmentRules, 2021), to the extent they are not inconsistentwith the accounting principles prescribed in theprovisions of Insurance Act, the IRDA Act, theregulations, various circulars/guidelines issued byIRDAI and amendments to these Acts, Regulationsand Standards, from time to time;
j) With respect to the adequacy of the internal financialcontrols over financial reporting of the Company andthe operating effectiveness of such controls, refer toour separate Report in “Annexure 1”.
k) With respect to the other matters to be includedin the Auditors’ Report in accordance with therequirements of section 197(16) of the Act,as amended:
• In our opinion and to the best of our informationand according to the explanations given to us,pursuant to Section 34A of the Insurance Act,1938, the provisions of Section 197 of the Actare not applicable for the remuneration paid tothe Managing Director of the Company.
• The Company has paid sitting fees to theindependent directors which is in accordancewith the provisions for section 197(5) of theAct. The Company has not paid any otherremuneration to non-executive directors andindependent directors.
l) With respect to other matters to be included in theAuditors’ Report in accordance with Rule 11 ofthe Companies (Audit and Auditor’s) Rules, 2014,as amended in our opinion and to the best of ourinformation and according to the explanationsgiven to us:
i. The Company has disclosed the impact ofpending litigations on its financial position inits financial statements (Refer Note 1 and Note42 of the Schedule 16 (C) Notes to Accounts);
ii. The Company is in the life insurance businesswhere in long term contracts are enteredinto with the policyholders and the liabilityestimated by the Appointed Actuary for thesame has been provided for by the Company(Refer Para 17 above).
iii. There were no amounts which were requiredto be transferred to the Investor Education andProtection Fund by the Company.
iv. (a) the Management has represented that,
to the best of its knowledge and belief,no funds (which are material eitherindividually or in the aggregate) havebeen advanced or loaned or invested(either from borrowed funds or share
premium or any other sources or kind offunds) by the company to or in any otherperson or entity, including foreign entity(“Intermediaries”), with the understanding,whether recorded in writing or otherwise,that the intermediary shall, whether,directly or indirectly lend or invest inother persons or entities identified in anymanner whatsoever by or on behalf ofthe company (“Ultimate Beneficiaries”) orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries;
(b) the Management has represented, that,to the best of its knowledge and belief,no funds (which are material eitherindividually or in the aggregate) havebeen received by the company fromany person or entity, including foreignentities (“Funding Parties”), with theunderstanding, whether recorded inwriting or otherwise, that the Companyshall, whether, directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party(“Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalfof the Ultimate Beneficiaries; and
(c) Based on audit procedures that have beenconsidered reasonable and appropriatein the circumstances, nothing has cometo our notice that has caused us tobelieve that the representations undersub-clause (i) and (ii) of Rule 11(e), asprovided under (a) and (b) above, containany material mis-statement.
v. a. The final dividend proposed in the
previous year, declared and paid by theCompany during the year is in accordancewith the Section 123 of the Act.
b. The Board of Directors of the Companyhave proposed final dividend for theyear which is subject to the approvalof the members at the ensuing AnnualGeneral Meeting. The amount of dividendproposed is in accordance with section123 of the Act, as applicable.
vi. Based on our examination which included testchecks, the Company has used an accountingsoftware for maintaining its books of accountwhich has a feature of recording audit trail(edit log) facility and the same has operatedthroughout the year for all relevant transactionsrecorded in the software. Further, during thecourse of our audit we did not come across anyinstance of audit trail feature being tamperedwith. Furthermore, the audit trail has beenpreserved by the Company in accordance withstatutory requirements for record retention.
m) The Company being Insurance Company, therequirements of the Companies (Auditors’ Report)Order, 2020 issued by the Central Government ofIndia in terms of Section 143(11) of the CompaniesAct, 2013, are not applicable to the Company. Ourreport therefore does not comment on this aspect.
n) In terms of reporting under Point 11 (d) of AnnexureINV-I to Insurance Regulatory and DevelopmentAuthority of India (Actuarial, Finance and InvestmentFunctions of Insurers) Regulations, 2024, relating toapplicable NAV or applications received on the lastbusiness day of the quarters, we confirm, that thecompany has complied with Point No. 5 of the saidAnnexure INV-I.
For Brahmayya & Co. For Raj Har Gopal & Co.
Chartered Accountants Chartered Accountants
(Registration No. 000513S) (Registration No. 002074N)
(CA. C V Ramana Rao) (CA. Gopal Krishan)
Partner Partner
Membership Number: 018545 Membership Number: 081085
Place: New Delhi Place: New Delhi
Date: 28.04.2026 Date: 28.04.2026
UDIN: 26018545IBSNGB7136 UDIN: 26081085FHUMNH2838