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, 2024, 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"),
the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor's
Report of Insurance Companies) Regulations, 2002, as amended (the " IRDAI Financial Statements
Regulations"), 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, 2024;

(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 ("1CAl") 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 of Schedule 16 (C) to the Financial Statements, the Company has filed an
application for forbearance for exceeding the Expenses of Management (EOM) over the allowable limit
for. financial year 2023-24 with IRDAI, approval for which is yet to be received. The grant of such
forbearance is at IRDAI's discretion and the impact of the same on the Financial Statements will depend
on the future developments. 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, 2024. 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.

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, 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,
2024 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, and Premium
Deficiency and Free Look Reserve as at March 31, 2024 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, we have issued a separate certificate

dated May 10, 2024 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the

IRDAI Financial Statements Regulations.

2. As required by the paragraph 2 of Schedule C of the IRDAI Financial Statements Regulations, 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 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 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, 2024
taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2024 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 except that the audit trail facility was not enabled and hence did not
operate throughout the year for all relevant transactions recorded in the software as
described in Note 50 of Schedule 16 (C) to the financial statements. Further no instance
of audit trail feature being tampered with was noted in respect of accounting software
except that we are unable to comment on such matter for period preceding the
enablement of the audit trail feature as explained in the above.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April
1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014
on preservation of audit trail as per the statutory requirements for record retention is
not applicable for the financial year ended March 31, 2024.

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

^ Chartered Accountants Chartered Accountants

| ; _r Firm Registration Numba^s6^ro^^/E300005 Firm Registration Number:006711N/N500028

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If ^ ! ¹ * r* ^ 11 ' - ^ ~ ' * -

per Shrawan Jalan ^,u'^%i II Neena Goel

Partner Partner ,2 2

Membership Number: Membership Number: 057986'' -

UDIN: 24102102BKBZZB^^S^ UDIN: 2^05 /986BKELPW1146

Place of Signature: Mumbai Place of Signature: Noida

Date: May 10, 2024 Date: May 10, 2024