We have audited the accompanying financial statements of Niva Bupa Health Insurance Company Limited
("the Company”), which comprise the Balance sheet as at March 31, 2025, the Miscellaneous Business -
Revenue Account (also called the "Policyholders’ Account”), the Profit and Loss Account (also called the
"Shareholders’ Account”) and the Receipts and Payments Account for the year then ended, and notes to
the financial statements, including a summary of significant accounting policies and other explanatory
notes forming part of the financial statements (herein after collectively referred to as "Financial
Statements” ).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid Financial Statements give the information required by the Insurance Act, 1938, as amended,

("the Insurance Act"), the Insurance Regulatory and Development Authority Act, 1999 ("the IRDAI Act"),
Insurance Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions of
Insurers) Regulations, 2024 read with Master Circular No. IRDAI/ACTL/CIR/MISC/80/05/2024 dated May
17, 2024 (the "IRDAI Financial Statements Regulations 2024"), the regulations/ orders/directions/circulars
issued by the Insurance Regulatory and Development Authority of India ("the IRDAI") and the Companies
Act, 2013, as amended ("the Act”) to the extent applicable, in the manner so required and give a true
and fair view in conformity with the Accounting Standards prescribed under Section 133 of the Act read
with the Companies (Accounting Standards) Rules, 2021, ("AS”) as amended, and 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, 2025;

b) in the case of Miscellaneous Business - Revenue Account, of the operating profit for the year ended on
that date;

c) in the case of 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

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing ("SAs”),
as specified under section 143(10) of the Act. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Statements’ section of our report.
We are independent of the Company in accordance with the 'Code of Ethics’ issued by the Institute of
Chartered Accountants of India ("ICAI”) together with the ethical requirements that are relevant to our
audit of the 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
audit opinion on the Financial Statements.

Emphasis of Matter

As discussed in Note 25 to the Financial Statements, the Company has filed an application for forbearance
of exceeding the Expenses of Management (EOM) over the allowable limit as per Expense of Management
Regulations 2024 in respect of financial year 2024-25 with IRDAI, approval for which is yet to be received.
Pending grant of forbearance by IRDAI, the consequential impacts, if any, of the above on the financial
statements cannot be presently determined. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the Financial Statements for the financial year ended March 31, 2025. These matters were
addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our
report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
Financial Statements section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the Financial Statements. The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying
Financial Statements.

Key Audit Matter 1: Claim Settlement

• Claims are a significant expense for the Company

• Provisioning of Outstanding Claims including Claims Incurred but Not Reported (IBNR) and Incurred
but Not Enough Reported (IBNER) are significant in magnitude and requires use of judgements
and estimates

• With regards to the claims provision, the Company makes a provision for claims upon intimation, on
receipt of documents, communication from co-insurer leader in cases of incoming co-insurance business
etc. The estimates undergo a revision based on further information and the settlement amount could
vary from the provision created

• The estimate of the claim involves a high degree of judgement

How our audit addressed the Key Audit Matter 1

Our audit procedures included the following:

• We tested the design and operating effectiveness of controls around the due and intimated claims
recording process. Also assessed and tested the operating effectiveness of key controls relating
to the claims handling process, including controls over completeness and accuracy of the claim
outstanding recorded

• Tested on a sample basis, claims paid and provision created with payment proof, claim intimation
documents and communication from co-insurer leader in cases of incoming co-insurance business,
which are material to assess whether claims are appropriately paid, estimated and recorded

• Performed analytical review procedures on the outstanding claims

• Tested the arithmetical accuracy of computation of claims provision performed by the Company

• The actuarial valuation of liability in respect of Claims Incurred but Not Reported (IBNR) and those
Incurred but Not Enough Reported (IBNER) is as certified by the Company’s Appointed Actuary and we
have relied upon on the appointed actuary’s certificate in this regard.

Key Audit Matter 2: Valuation of Investments

The carrying values of Investments represents more than 80% of total assets as disclosed in the Financial

Statements which are to be valued in accordance with accounting policy framed as per the extant

regulatory guidelines.

• The valuation of all investments should be as per the investment policy framed by the Company which
in turn should be in line with IRDAI Investment Regulations and Preparation of Financial Statement
Regulations. The valuation methodology specified in the regulation is to be used for each class

of investment

• The classification and valuation of these investments is considered to be one of the matters of material
significance in the Financial Statements due to the materiality of the total value of investments to the
Financial Statements

• The Company performs an impairment review of its investments periodically and recognizes
impairment charge when the investments meet the trigger/s for impairment provision as per the
criteria set out in the investment policy. Further, the assessment of impairment involves significant
management judgement.

How our audit addressed the Key Audit Matter 2

To ensure that the valuation of investments and impairment provision considered in the Financial

Statements is adequate, we have performed the following procedures:

• Reviewed the manner in which the investments have been made by the Company to ensure that the
investments are in accordance with Regulation of Investments as stated in the IRDAI guidelines

• Tested the management oversight and controls over valuation of investments

• Independently test-checked valuation of quoted and unquoted investments

• Reviewed the Fair Value Change Account for specific investments

• Reviewed the basis of provisions accounted in respect of non-performing investments and ensured that
the provision meets the IRDAI guidelines

• Reviewed and assessed the adequacy with respect to management assessment of impairment charge
on investments outstanding at the year end.

Key Audit Matter 3: Provision for bad & doubtful debts relating to receivables from other insurance

companies (Including Government Receivables), outstanding premium and agent balances:

• "Dues from Other entities carrying on insurance business" is INR 86,848 Lakhs as at the year end.

• "Outstanding premium" amounting to INR Nil (net of provision of INR 391 Lakhs in relation to premium
due from Central Government, State Government and others).

• "Recoverable Agent balances" at the year-end amounted to Nil (net of provision of INR 584 Lakhs).

• Due to the significance of the amount and judgement involved in assessing the recoverability of dues,
this has been considered as key audit matter.

How our audit addressed the Key Audit Matter 3

The audit procedures performed by us included the following:

• Evaluation and testing of controls over the recording, monitoring and ageing of outstanding premium,
Agents' Balances and due from other entities carrying on insurance business

• Evaluating the adequacy of the process of reconciliation followed by the Company with respect to
amounts due from other entities carrying on insurance business

• We reviewed the historical provision for bad debts and compared it to the actual amounts written off, to
determine whether management's estimates have been prudent and reasonable

• Reviewed the details of co-insurance transactions uploaded on the ETASS portal by the Company and
Other Insurance Companies and reconciled with the transactions accounted by the Company

• Sending out direct confirmations of balances to select parties on a test check basis as required under
"SA 505-External Confirmations”

• We discussed with management and reviewed correspondences, where relevant, to identify disputes,
if any, on any of the recoverable balances and review the assessment of the management as to the
requirement of provisioning, if any on these disputed dues. Relied on the management estimates with
respect to such provisions.

Key Audit Matter 4: Information Technology systems

The Company is highly dependent on its information technology ("IT”) systems for carrying out its
operations and owing to the significant number of transactions that are processed on daily basis as part
of its operations, which impacts key financial accounting and reporting items such as premium income,
claims, commission expense and investments among others.

The controls implemented by the Company in its IT environment determine the integrity, accuracy,
completeness and validity of the data that is processed by the applications and is ultimately used for
financial reporting. Theses controls contribute to mitigating risk of potential misstatements caused by
fraud or error.

Accordingly, our audit was focused on key IT systems and controls due to the pervasive impact on the
Financial Statements.

How our audit addressed the Key Audit Matter 4

The audit procedures performed by us included the following:

We involved our IT specialists to obtain an understanding of the entity's IT related control environment,
perform risk-based testing and identification of IT applications, databases and operating systems that are
relevant to our audit.

Our area of focus, for the key IT systems relevant to financial reporting, included Access control, Program
Change controls and Network Operations.

In this regard -

• we obtained an understanding of the entity's IT environment and key changes, if any, during the audit
period that may be relevant to the audit

• we tested the design effectiveness of the general IT controls over the key IT systems and applications
that are critical to financial reporting

• we tested the entity's controls to ensure segregation of duties, access rights controls

• we conducted testing of manual and automated IT controls along with related interdependencies, where
applicable and critical for financial reporting, to evaluate completeness and accuracy

• we tested the security environment implemented by the entity to prevent, detect and respond to
network security incidents

• we tested compensating controls or performed alternate procedures to assess whether there were any
unaddressed IT risks that would impact the controls or completeness and accuracy of data.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Board report and the annexures thereto but does not include the
Financial Statements and our auditor’s report thereon. Our opinion on the 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 Financial Statements, our responsibility is to read the other information
and, in doing so, consider whether such other information is materially inconsistent with the Financial
Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial
Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these Financial Statements that give a true and fair view of the Balance
Sheet, the Related Revenue Account, the Profit and Loss account and the Receipts and Payments of the
Company in accordance with the requirement of the Insurance Act read with IRDAI Act, the IRDAI Financial
Statements Regulations 2024, the regulations/ orders/directions/circulars/guidelines/ issued by the IRDAI
and the Act in this regard and in accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under section 133 of the Act read with the Companies
(Accounting Standards) Rules, 2021 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 the design,
implementation and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the Financial Statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the Financial Statements, management and Board of Directors is responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are also responsible for overseeing the Company’s financial
reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the Financial Statements for the financial year ended March 31,

2025 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

The actuarial valuation of liabilities in respect to Claims Incurred but Not Reported (IBNR), including Claims
Incurred but Not Enough Reported (IBNER), included under claims outstanding, estimate of loss ratio for
determining profit commission on re-insurance treaties and Premium Deficiency and Free Look Reserve
as at March 31, 2025 is the responsibility of the Company’s Appointed Actuary ("Actuary”) and has been
duly certified by the Actuary. The Actuary has also certified that in his opinion, the assumptions for such
valuation are in accordance with guidelines and norms, if any, issued by the IRDAI and the Institute of
Actuaries of India in concurrence with the IRDAI. We have relied upon the Appointed Actuary’s certificate
in this regard for forming our opinion on the financials statements of the Company.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the IRDAI Financial Statements Regulations 2024, we have issued a separate certificate

dated May 07, 2025 certifying the matters specified in paragraphs 3 and 4 of Part III of Schedule II to

the IRDAI Financial Statements Regulations 2024.

2. As required by the paragraph 1 of Part III of Schedule II of the IRDAI Financial Statements Regulations

2024, read with Section 143(3) of the Act, we report, to the extent applicable, 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 except for the matters stated in the paragraph
2(l)(vi) below on reporting under Rule 11(g);

c) As the Company’s financial accounting system is centralized at Head Office, 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
Payments Account dealt with by this Report are in agreement with the books of account;

e) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Companies (Accounting Standards) Rules, 2021 specified
under section 133 of the Act to the extent they are not inconsistent with the accounting principles
prescribed in the IRDAI Financial Statements Regulation and the regulations/orders/directions/
circulars issued by the 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
IRDAI Act and the IRDAI Financial Statements Regulations 2024 and/or the regulations/orders/
directions/ circulars issued by the IRDAI in this regard.

g) In our opinion and to the best of our information and according to the explanations given to us,
the accounting policies selected by the Company are appropriate and are in compliance with the
applicable Accounting Standards specified under Section 133 of the Act and with the accounting
principles as prescribed in the IRDAI Financial Statements Regulations 2024 and the regulations/
orders/directions/circulars issued by the IRDAI in this regard;

h) On the basis of the written representations received from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 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 these Financial
Statements and the operating effectiveness of such controls, refer to our separate Report in
"Annexure A” to this report;

j) The modification relating to the maintenance of accounts and other matters connected therewith
are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph 2(l)
(vi) below on reporting under Rule 11(g).

k) The remuneration paid by the Company to its directors is in accordance with and within the
provisions of Section 197 of the Act read with Section 34A of the Insurance Act. We also refer note
14 of Schedule 16(C) to the Financial Statements which details the status of IRDAI approval under
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 by us;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its
Financial Statements - Refer Note 1 of Schedule 16(C) to the Financial Statements;

ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses;

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

iv. A. The management has represented that, to the best of its knowledge and belief, other than
as disclosed in the note 36 of Schedule 16(C) to the Financial Statements, no funds (which
are material either individually or in the aggregate) 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 or entity, 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 note 37 of Schedule 16(C) to the Financial Statements, no funds (which
are material either individually or in the aggregate) have been received by the Company from
any person or entity, 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 performed that have been 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) above contain any
material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination which included test checks, the Company has used accounting
software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility and the same has operated throughout the year for all relevant transactions
recorded in the software except that, audit trail feature is not enabled for direct changes to
data in Credence when using certain access rights, as described in note 49 of Schedule 16(C)
to the financial statements. Further, during the course of our audit we did not come across
any instance of audit trail feature being tampered with, in respect of accounting software(s)
where the audit trail has been enabled. Additionally, the audit trail has been preserved by the
Company as per the statutory requirements for record retention from the date of enablement
of audit trail for the respective accounting software as described in note 49 of Schedule 16(C)
to the financial statements.

For S.R. Batliboi & Co. LLP For T.R. Chadha & Co. LLP

Chartered Accountants Chartered Accountants

Firm Registration Number: 301003E/E300005 Firm Registration Number: 006711N/N500028

per Shrawan Jalan Neena Goel

Partner Partner

Membership Number: 102102 Membership Number: 057986

UDIN: 25102102BMOBFE5052 UDIN: 25057986BMIKKR8468

Place of Signature: Mumbai Place of Signature: New Delhi

Date: May 07, 2025 Date: May 07, 2025