Auditor Report of ICICI Lombard General Insurance Company Ltd.

Mar 31, 2025

ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2025 OF ICICI LOMBARD GENERAL INSURANCE COMPANY LIMITED

To the Members of ICICI Lombard General

Insurance Company Limited

Report on the Audit of the Financial Statements OPINION

1. We have audited the accompanying financial statements of ICICI LOMBARD GENERAL INSURANCE COMPANY LIMITED (“the Company”), which comprise the Balance Sheet as at 31 March 2025, the Revenue accounts of fire, marine and miscellaneous insurance (collectively known as ‘the Revenue accounts’), the Profit and Loss account and the Receipts and Payments account for the year then ended, the schedules annexed thereto, a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, are prepared and give the information required in accordance with the Insurance Act, 1938 as amended, (the “Insurance Act”), the Insurance Regulatory and Development Authority of India Act, 1999 (the “IRDAI Act”), the Insurance Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024 (the “IRDAI Financial Statements Regulations”), the circulars/orders/directions issued by Insurance Regulatory and Development Authority of India (“IRDAI”) and the Companies Act, 2013 (‘the Act’) in the manner so required, and give a true and fair view, in conformity with the Accounting Standards specified under section 133 of the Act, read with the Companies (Accounting Standards) Rules, 2021 as amended (‘Accounting Standards’) and other accounting principles generally accepted in

India, read with and which are not inconsistent with the accounting principles as prescribed in the IRDAI Financial Statements Regulations, IRDAI Act and circulars/orders/directions issued by IRDAI.

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31 March 2025;

ii) in the case of Revenue accounts, of the operating profit in the Fire and Miscellaneous business and operating loss in marine business for the year ended on that date;

iii) in the case of Profit and Loss account, of the profit for the year ended on that date; and

iv) in the case of Receipts and Payments account, of the receipts and payments for the year ended on that date.

Basis for Opinion

3. 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 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 made 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

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. 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.

5. We have determined the matters described below to be the key audit matters to be communicated:
Sr. No. Key Audit Matters	How our Audit addressed the Key Audit Matters
1. Information Technology Systems and Controls	Our key audit procedures included, but were not
(IT Controls) related to financial reporting:	limited to the following:
The Company is highly dependent on its complex	We involved our IT specialists to perform pro-
IT architecture comprising hardware, software,	cedures which included, but were not limited to
multiple applications, automated interfaces and	the following:
controls in systems for recording, storing and reporting financial transactions.	• Obtained an understanding of the Compa-
A number of independent and inter-dependent	ny’s IT related control environment, IT applications and databases. Furthermore, we
IT systems are used by the Company for	conducted a risk assessment and identified
processing and recording the large volume	IT applications, databases that are relevant
of transactions on daily basis as part of	for the Company’s financial reporting.
its operations, which impacts key financial accounting and reporting items such as	• For the IT systems relevant to reporting of
premium income, claims, commission expenses	financial information, we have tested design
and investments amongst others.	and operative effectiveness of key IT general
There exists a risk that, gaps in the IT control	controls over the key IT systems that are critical to financial reporting. This included evalu-
environment could result in the financial	ation of entity’s controls to ensure segregation
accounting and reporting records being	of duties and access rights being provisioned /
materially misstated.	modified based on duly approved re-
The controls implemented by the Company	quests, access for exit cases being revoked in a timely manner and access of
in its IT environment determine the integrity,	all users being re-certified during the pe-
accuracy, completeness, and the validity of the	riod of audit. Further, controls related to
data that is processed by the applications and	program change were evaluated to verify
is ultimately used for financial reporting. These	whether the changes were approved, tested
controls contribute to mitigating risk of potential	in an environment that was segregated from
misstatements caused by fraud or errors.	production and moved to produc-
Our audit approach relies on automated controls	tion by appropriate users. Where deficiencies were identified, tested com-
and therefore, procedures are designed to test	pensating controls and/or performed
controls over IT systems, segregation of duties,	additional substantive audit procedures as
interface and system application controls over	required to mitigate any risk of material mis-
key financial accounting and reporting systems.	statement with respect to related financial
Due to, complexity and pervasive impact of the	statement line item.
IT systems and related control environment on the Company’s financial statements, we have	• Evaluated the design and tested the operat-
identified testing of such IT systems and related	ing effectiveness of critical and key automat-
control environment as a key audit matter for	ed controls within various business processes
the current year audit.	around the software systems. This included

Sr. No. Key Audit Matters	How our Audit addressed the Key Audit Matters
	testing the integrity of system interfaces, report logic for system generated reports relevant to the audit of premium income, commission expense, claims and investments, for evaluating completeness and accuracy. • Reviewed the Information System Audit Reports and Key audit findings of Internal Audit to assess the impact of observations and management’s response if any on financial reporting. • Obtained written representations from management on whether IT general controls and automated IT controls are designed and operated effectively during the year.
2. Investments (Refer Schedule 8 and 8A of the	Our audit procedures on Investments included the
financial statements and refer schedule 16	following:
note 4.8 on accounting policy)
	• Understood Company’s process and controls
The Company’s investment portfolio consists	to ensure proper investments valuation and
of Policyholders investments and Shareholders	impairment process.
investments. Total investment portfolio
represents 78% of the assets as at 31 March	• Tested the design, implementation,
2025 which are valued in accordance with	management oversight and operating
accounting policy framed as per the extant	effectiveness of key controls over the
regulatory guidelines.	valuation process of investments including impairment.
The valuation of all investments is as per the
investment policy framed by the Company	• Obtained independent external confirmations
as per the requirements contained in the	for investments as at balance sheet date from
IRDAI Financial Statements Regulations.	the Custodians and Depository Participants
The valuation methodology specified in	appointed by the Company to confirm the
these aforesaid regulations is applied by the	units of securities for the purpose of valuation
Company for each class of investment which	re-computation.
includes various measurement techniques
such as amortised cost, fair value etc as further	• On a test check basis, recomputed
described in note 4.8 to the accompanying	valuation of different class of investments
financial statements.	to assess appropriateness of the valuation methodologies with reference to IRDAI
The Company has a policy framework for	Investment Regulations along with
Valuation and impairment of Investments. The	Company’s own investment policy.
Company performs an impairment review of its
investments at each balance sheet date and	• Examined movement and appropriateness of
recognizes impairment charge when the	accounting in Fair Value Change account for specific investments.

investments meet the trigger/s for impairment	• Reviewed the Company’s impairment policy
provision as per the criteria set out in the	and assessed the adequacy of its impairment
investment policy of the Company. Such an	charge on investments outstanding at the
assessment of impairment involves significant management judgment.	year end. • Examined the rating downgrades by credit
The valuation of these investments was	rating agencies and assessed the adequacy
considered one of the matters of material significance in the financial statements due to	of impairments to various investments.
the materiality of the total value of investments	• Evaluated appropriateness and
to the financial statements and thereby	reasonableness of methodology,
identified as a key audit matter for current year	assumptions and judgements used
audit.	by management with reference to the Company’s investment valuation and impairment assessment as per policy. • Obtained written representations from management on compliance of valuation of investments with the regulations and adequacy of impairment recorded for the year.

Information Other than the Financial Statements

and Auditor’s Report Thereon:

6. The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis and Director’s Report and the annexure thereto but does not include the financial statements and our auditor’s report/certificate thereon. The Management Discussion and Analysis report and Director’s Report and is expected to be made available to us after the date of this auditor’s report

Our opinion on the financial statements does not cover the other information, and we do 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 the other information is materially inconsistent with the financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

When we read the Management Discussion and Analysis and Director’s Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of the Management and Those

charged with governance for the financial

statements:

7. The Company’s Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, underwriting results, financial performance and cash flows of the Company in accordance with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Accounting Standards) Rules, 2021 and other accounting principles generally accepted in India which are not inconsistent with the accounting principles as prescribed IRDAI Financial Statements Regulations, the IRDAI Act and the circulars/orders/directions issued by the IRDAI in this regard. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the management and board of directors are 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 the management and Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the

financial statements:

10. 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, that could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with SAs specified under section 143(10) of the Act, 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 financial controls 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 an 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 and Board of Directors 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; and

• 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.

12. 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.

13. 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.

14. 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 of the current period 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

15. The actuarial valuation of liabilities in respect of Incurred But Not Reported (the “IBNR”), Incurred But Not Enough Reported (the “IBNER”) and Premium Deficiency Reserve (the “PDR”) is the responsibility of the Company’s Appointed Actuary (the “Appointed Actuary”). The actuarial valuation of these liabilities, that are estimated using statistical methods as at 31 March 2025 has been duly certified by the Appointed Actuary and in his opinion, the assumptions considered by him 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 IRDAI. We have relied upon the Appointed Actuary’s certificate in this regard for forming our opinion on the valuation of liabilities for outstanding claims reserves and the PDR contained in the financial statements of the Company.

Report on Other Legal and Regulatory

Requirements

16. As required by the IRDAI Financial Statements Regulations, we have issued a separate certificate dated 15 April 2025 certifying the matters specified in paragraphs 3 and 4 of Part III of Schedule II to the IRDAI Financial Statements Regulations.

17. As required by the paragraphs 1 and 2 of Part III of Schedule II to the IRDAI Financial Statements Regulations read with Section 143(3) of the Act, in our opinion and according to the information and explanations give to us, 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 of the accompanying financial statements and those have been found satisfactory;

b) 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 Company’s financial accounting system is centralized, no returns for the purposes of our audit are prepared at the branches and other offices of the Company;

d) The Balance sheet, the Revenue accounts, 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) The accounting polices selected by the Company are appropriate and such accounting policies and the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021 and other accounting principles generally accepted in India read with and which are not inconsistent with the accounting principles prescribed in the IRDAI Financial Statements Regulations, the Insurance Act, IRDAI Act and circulars/orders/

f) Investments have been valued in accordance with the provisions of the Insurance Act, the IRDAI Financial Statements Regulations and/ or orders/directions issued by IRDAI in this regard;

g) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of section 164(2) of the Act;

h) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2025 and operating effectiveness of such controls, refer to our separate Report in Annexure A wherein we have expressed an unmodified opinion; and

i) 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 no. 5.1.1 and 5.2.22 to the 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 outstanding long term derivative contracts - Refer Note no. 5.2.23 to the financial statements and “Other Matter” para above;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company - Refer Note no. 5.2.24 to the financial statements.

a. The Management has represented that, to the best of its knowledge and belief, as detailed in note 5.2.19 to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the 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, as detailed in note 5.2.19 to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (‘the 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 the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above contain any material misstatement.

j) As stated in note 5.2.26 to the accompanying financial statements,

a. The interim dividend declared and paid by the Company during the year ended 31 March 2025 and until the date of this audit report is in compliance with section 123 of the Act.

b. The final dividend paid by the Company during the year, in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

c. The Board of Directors of the C o m p a n y have proposed final dividend for the year ended 31 March 2025 which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, to the extent it applies to proposal of dividend.

k) As Stated in note 5.2.30 to the accompanying financial statements and based on our

examination which included test checks on the software application, the Company, in respect of financial year commencing on 01 April 2024, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the respective software applications. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention from the date the audit trail was enabled for the accounting software.

18. With respect to the other matters to be included in the Auditor’s report, in terms of the requirements of Section 197(16) of the Act, we report that managerial remuneration payable to the Company’s Directors is governed by the provisions of Section 34A of the Insurance Act, 1938 and is approved by IRDAI. Accordingly, the managerial remuneration limits specified under Section 197 of the Act do not apply.

For Walker Chandiok & Co LLP For PKF Sridhar & Santhanam LLP

Chartered Accountants Chartered Accountants

Firm’s Registration Number: Firm’s Registration Number:

001076N/N500013 003990S/S200018

Khushroo B. Panthaky Dhiraj Kumar Birla

Partner Partner

Membership No. 042423 Membership No. 131178

UDIN: 25042423BMNRAI1245 UDIN: 25131178BMLBUB5860

Place: Mumbai Date: April 15, 2025

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Mar 31, 2024

ICICI Lombard General Insurance Company Limited

REPORT ON THE AUDIT OF THE FINANCIALSTATEMENTS

Opinion

We have audited the accompanying financial statements of ICICI LOMBARD GENERAL INSURANCE COMPANY LIMITED

(“the Company"), which comprise the Balance Sheet as at March 31, 2024, the Revenue accounts of fire, marine and miscellaneous insurance (collectively known as the ‘Revenue accounts''), the Profit and Loss account and the Receipts and Payments account for the year then ended, the schedules annexed there to, a summary of the 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 financial statements, give the information required in accordance with the Insurance Act, 1938 as amended, (the “Insurance Act"), the Insurance Regulatory and Development Authority of India Act, 1999 (the “IRDAI Act") the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditors'' Report of Insurance Companies) Regulations, 2002 (the “IRDAI Financial Statements Regulations"), the circulars/orders/ directions issued by Insurance Regulatory and Development Authority of India (“IRDAI") and the Companies Act, 2013 (the “Act") in the manner so required and give a true and fair view in conformity with the Accounting Standards specified under section 133 of the Act read with the Companies (Accounting Standards) Rule, 2021, as amended (“Accounting Standards") and other accounting principles generally accepted in India which are not inconsistent with the accounting principles as prescribed in the IRDAI Financial Statements Regulations:

a. in the case of Balance Sheet, of the state affairs of the Company as at March 31, 2024;

b. in the case of Revenue accounts, of the operating profit in the Fire, Marine and Miscellaneous business for 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 Receipts and Payments account, 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 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made 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 financial statements of the current period. 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.

We have determined the matters described below to be the key audit matters to be communicated:

Sr. No. Key Audit Matters	How our Audit addressed this Key Matter
1. Information Technology Systems and Controls	Our key audit procedures included, but were not limited to
(IT Controls) related to financial reporting:	the following:
The Company is highly dependent on its complex IT	We involved our IT specialists to perform procedures which
architecture comprising hardware, software, multiple applications, automated interfaces and controls in	included, but were not limited to the following:
systems for recording, storing and reporting financial	• Obtained an understanding of the Company''s IT related
transactions.	control environment, IT applications and databases. Furthermore, we conducted a risk assessment and
A number of independent and inter-dependent IT	identified IT applications, databases that are relevant
systems are used by the Company for processing and recording the large volume of transactions on	for the Company''s financial reporting.
daily basis as part of its operations, which impacts	• For the IT systems relevant to reporting of financial
key financial accounting and reporting items such as	information, we have tested design and operative
premium income, claims, commission expenses and	effectiveness of key IT general controls over the key
investments amongst others.	IT systems that are critical to financial reporting. This included evaluation of entity''s controls to ensure
There exists a risk that, gaps in the IT control	segregation of duties and access rights being provisioned
environment could result in the financial accounting	/ modified based on duly approved requests, access
and reporting records being materially misstated.	for exit cases being revoked in a timely manner and access of all users being re-certified during the period of
The controls implemented by the Company in its	audit. Further, controls related to program change were
IT environment determine the integrity, accuracy,	evaluated to verify whether the changes were approved,
completeness, and the validity of the data that is	tested in an environment that was segregated from
processed by the applications and is ultimately used	production and moved to production by appropriate users.
for financial reporting. These controls contribute to	Where deficiencies were identified, tested compensating
mitigating risk of potential misstatements caused by	controls and/or performed additional substantive audit
fraud or errors.	procedures as required to mitigate any risk of material misstatement with respect to related financial statement
Our audit approach relies on automated controls and therefore, procedures are designed to test controls	line item.
over IT systems, segregation of duties, interface	• Evaluated the design and tested the operating
and system application controls over key financial	effectiveness of critical and key automated controls
accounting and reporting systems.	within various business processes around the software systems. This included testing the integrity of system
Due to, complexity and pervasive impact of the IT	interfaces, report logic for system generated reports
systems and related control environment on the	relevant to the audit of premium income, commission
Company''s financial statements, we have identified	expense, claims and investments, for evaluating
testing of such IT systems and related control environment as a key audit matter for the current	completeness and accuracy.
year audit	• Reviewed the Information System Audit Reports and Key audit findings of Internal Audit to assess the impact of observations and management''s response if any on financial reporting. • Obtained written representations from management on whether IT general controls and automated IT controls are designed and were operating effectively during the year.

Sr. No. Key Audit Matters	How our Audit addressed this Key Matter
2. Investments (Refer Schedule 8 and 8A of the	Our audit procedures on Investments included the following:
financial statements and refer schedule 16 note 4.8 on accounting policy)	•	Understood Company''s process and controls to ensure
The Company''s investment portfolio consists of Policyholders investments and Shareholders	•	proper investments valuation and impairment process. Tested the design, implementation, management
investments. Total investment portfolio represents		oversight and operating effectiveness of key controls
77% of the assets as at March 31, 2024 which are		over the valuation process of investments including
valued in accordance with accounting policy framed		impairment.
as per the extant regulatory guidelines.	•	Obtained independent external confirmations for
The valuation of all investments is as per the		investments as at balance sheet date from the
investment policy framed by the Company as per the		Custodians and Depository Participants appointed by
requirements contained in with IRDAI (Investment)		the Company to confirm the units of securities for the
Regulations, 2016, and the IRDA Preparation of		purpose of valuation re-computation.
Financial Statement Regulations. The valuation methodology specified in these aforesaid regulations	•	On a test check basis, recomputed valuation of different
is applied by the Company for each class of		class of investments to assess appropriateness of
investment which includes various measurement		the valuation methodologies with reference to IRDAI
techniques such as amortised cost, fair value etc as		Investment Regulations along with Company''s own
further described in note 4.8 to the accompanying		investment policy.
financial statements.	•	Examined movement and appropriateness of accounting
The Company has a policy framework for Valuation		in Fair Value Change account for specific investments.
and impairment of Investments. The Company performs an impairment review of its investments at	•	Reviewed the Company''s impairment policy and
each balance sheet date and recognizes impairment		assessed the adequacy of its impairment charge on
charge when the investments meet the trigger/s for		investments outstanding at the year end.
impairment provision as per the criteria set out in the investment policy of the Company. Such assessment	•	Examined the rating downgrades by credit rating
of impairment involves significant management		agencies and assessed the adequacy of impairments to
judgment.		various investments.
The valuation of these investments was considered	•	Evaluated appropriateness and reasonableness of
one of the matters of material significance in the		methodology, assumptions and judgements used
financial statements due to the materiality of the total		by management with reference to the Company''s
value of investments to the financial statements and		investment valuation and impairment assessment as
thereby identified as a key audit matter for current		per policy.
year audit.	•	Obtained written representations from management
		on compliance of valuation of investments with the regulations and adequacy of impairment recorded for the year.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON:

The Company''s Board of Directors are responsible for the preparation of other information. The other information comprises the information included in the Directors Report and Management Discussion and Analysis 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 do 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 the other information is materially inconsistent with the financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the other information. 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 confirm that we have nothing material to report, add or draw attention to in this regard.

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

The Company''s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, underwriting results, financial performance and cash flows of the Company in accordance with the Accounting standards specified under Section 133 of the Act and other accounting principles generally accepted in India which are not inconsistent with the accounting principles as prescribed IRDA Financial Statements Regulations, the IRDA Act and the circulars/orders/directions issued by the IRDAI in this regard. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 the management and board of directors are 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.

The Board of Directors 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 assurance, but it 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 aggregate, that 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 specified under section 143(10) of the Act, 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 financial controls 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 an adequate internal financial controls system 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 and Board of Directors 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 ability of the Company 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 of the current period 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 MATTERS

1. The actuarial valuation of liabilities in respect of Incurred But Not Reported (the “IBNR"), Incurred But Not Enough Reported (the “IBNER") and Premium Deficiency Reserve (the “PDR") is the responsibility of the Company''s Appointed Actuary (the “Appointed Actuary"). The actuarial valuation of these liabilities, that are estimated using statistical methods as at March 31, 2024 has been duly certified by the Appointed Actuary and in his opinion, the assumptions considered by him 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 IRDAI. We have relied upon the Appointed Actuary''s certificate in this regard for forming our opinion on the valuation of liabilities for outstanding claims reserves and the PDR contained in the financial statements of the Company.

2. The financial statements of the Company for the year ended March 31, 2023 were audited by PKF Sridhar & Santhanam LLP (FRN: 003990SS/200018), one of the current joint auditors of the Company, jointly with

Chaturvedi & Co (FRN: 302137E), who have jointly expressed unmodified opinion vide their audit report dated April 18, 2023, whose reports have been furnished to and relied upon by Walker Chandiok & Co LLP for the purpose of their audit of the financial statements.

Our opinion is not modified with respect to these matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the IRDAI Financial Statements Regulations, we have issued a separate certificate dated 17 April 2024 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDAI Financial Statement Regulations.

2. As required by the paragraph 2 of Schedule C to the IRDAI Financial Statement Regulations read with Section 143(3) of the Act, in our opinion and according to the information and explanations give to us, 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 of the accompanying financial statements;

b) 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 (j) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

c) As the Company''s financial accounting system is centralized, no returns for the purposes of our audit are prepared at the branches and other offices of the Company;

d) The Balance sheet, the Revenue accounts, 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) The aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, and other accounting principles generally accepted in India which are not inconsistent with the accounting principles prescribed in the IRDA Financial Statements Regulations, the Insurance Act, the IRDA Act and circulars/orders/ directions issued by the IRDAI in this regard;

f) Investments have been valued in accordance with the provisions of the Insurance Act, the IRDA Financial

Statements Regulations and/or orders/directions issued by IRDAI in this regard;

g) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

h) The observation 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) of the Act and paragraph 2 (j) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

i) With respect to the adequacy of the internal financial controls with reference to the financial statements of the Company as on 31 March 2024 and operating effectiveness of such controls, refer to our separate Report in “Annexure A".

j) With respect to the other matters to be included in the Auditor''s 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 financial statements - Refer Note no. 5.1.1 and 5.2.22 to the 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 outstanding long term derivative contracts - Refer Note no. 5.2.23 to the financial statements and “Other Matter" para above;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company - Refer Note no. 5.2.24 to the financial statements.

iv. (a) The Management has represented that,

to the best of its knowledge and belief, as detailed in note 5.2.19 no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s)

or entity(ies), including foreign entities (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, as detailed in note 5.2.19 no funds have been received by the Company from any person(s) or entity(ies), including foreign entity (“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 the audit procedures 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 (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. As stated in Note 5.2.26 to the financial

statements

a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

b) The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act.

c) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

vi. As stated in Note 5.2.30 to the financial statements and based on our examination which included test checks on the software applications, except for instances mentioned below, the Company, in respect of financial year commencing on 1 April 2023, has used software applications for maintaining its books of account

which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the respective software applications. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

Instance of accounting software for maintaining books of account which did not have a feature of recording audit trail (edit log) facility	In case of one of the policy and claim administration applications, discontinued w.e.f. 31 October 2023, used for maintaining policy and claim records related to the insurance business demerged from Bharti Axa General Insurance Company Limited and forming part of the Company''s business, we are unable to test whether the audit trail feature was enabled or tampered with.
Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software	The audit trail feature was not enabled up to March 15, 2024, at the database level for accounting software used for maintenance of commission and reinsurance records by the Company to log any direct database level changes.

3. With respect to the other matters to be included in the Auditor''s report, in terms of the requirements of Section 197(16) of the Act, we report that managerial remuneration payable to the Company''s Directors is governed by the provisions of Section 34A of the Insurance Act, 1938 and is approved by IRDAI. Accordingly, the managerial remuneration limits specified under Section 197 of the Act do not apply.

For Walker Chandiok & Co LLP For PKF Sridhar & Santhanam LLP

Chartered Accountants Chartered Accountants

Firm Registration Number: Firm Registration Number:

001076N/N500013 003990S/S200018

Khushroo B. Panthaky Dhiraj Kumar Birla

Partner Partner

Membership No. 042423 Membership No. 131178

UDIN: 24042423BKCMLV5301 UDIN: 24131178BKFIXY3323

Place: Mumbai Date: 17 April 2024

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Mar 31, 2023

REPORT ON THE AUDIT OF THE FINANCIALSTATEMENTSOpinion

We have audited the accompanying financial statements of ICICI LOMBARD GENERAL INSURANCE COMPANY LIMITED

("the Company"), which comprise the Balance Sheet as at March 31, 2023, the Revenue accounts of fire, marine and miscellaneous insurance (collectively known as the ''Revenue accounts''), the Profit and Loss account and the Receipts and Payments account for the year then ended, the schedules annexed there to, a summary of the significant accounting policies and other explanatory notes thereon.

In our opinion and to the best of our information and according to the explanations given to us, we report that the aforesaid financial statements, prepared in accordance with the requirements of Accounting Standards as specified under Section 133 of the Companies Act, 2013 (the ''Act''), including relevant provisions of the Insurance Act, 1938, the Insurance Regulatory and Development Authority of India Act, 1999 (the "IRDAI Act") and other accounting principles generally accepted in India, to the extent considered relevant and appropriate for the purpose of these financial statements and which are not inconsistent with the accounting principles as prescribed in the Insurance Regulatory and Development Authority of India (Preparation of Financial Statements and Auditors'' Report of Insurance Companies) Regulations, 2002 (the "Regulations") and orders/directions/circulars issued by the Insurance Regulatory and Development Authority of India ("IRDAI"/"Authority"), to the extent applicable ("Applicable Accounting Framework"), give a true and fair view in conformity with the accounting principles generally accepted in India as applicable to insurance companies:

a. in the case of Balance Sheet, of the state affairs of the Company as at March 31,2023;

b. in the case of Revenue accounts, of the operating profit in the Fire, Marine and Miscellaneous business for 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 Receipts and Payments account, 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 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 together with the ethical requirements that is relevant to our audit of the financial statements under the provisions of the Act and the Rules made 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 financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team.

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.

Sr. No.	Key Audit Matter	How our Audit addressed this Key Matter
1.	Information Technology Systems and Controls (IT	Our key audit procedures included, but were not limited to the following:
	Controls):	We	obtained an understanding of the Entity''s IT related control
	The Company is highly dependent on its complex IT	environment. Furthermore, we conducted a risk assessment and identified
	architecture comprising hardware, software, multiple	IT applications that are key for the Company''s financial reporting.
	applications, automated interfaces and controls in
	systems for recording, storing and reporting financial	For the key IT systems relevant to reporting of financial information,
	transactions.	our	areas of audit focus included application access, program change
		management, automated transaction and interface controls.
	Large volume of transactions that are processed on daily
	basis as part of its operations, which impacts key financial	In particular:
	accounting and reporting items such as premium income,	•	We obtained an understanding of the Entity''s IT environment and
	claims, commission expenses and investments among others.		key changes if any during the audit period that may be relevant to the audit.
	There exists a risk that, gaps in the IT control environment could result in the financial accounting and reporting	•	We sample tested the design, implementation and operating effectiveness of the General IT controls over the key IT systems
	records being materially misstated.		that are critical to financial reporting. This included evaluation of the Entity''s controls to ensure segregation of duties and appropriate
	The controls implemented by the Entity in its IT environment determine the integrity, accuracy,		access rights.
	completeness, and the validity of the data that is	•	Controls over changes to software applications were evaluated to
	processed by the applications and is ultimately used for		verify whether the changes were approved, tested in an environment
	financial reporting. These controls contribute to mitigating		that was segregated from operation and moved to production by
	risk of potential misstatements caused by fraud or errors.		appropriate users.
	Our audit approach relies on automated controls and	•	We also evaluated the design and tested the operating effectiveness
	therefore procedures are designed to test control over		of critical & key automated controls within various business
	IT systems, segregation of duties, interface and system		processes around the software systems. This included testing
	application controls over key financial accounting and		the integrity of system interfaces, the completeness and accuracy
	reporting systems.		of data feeds, system reconciliation controls and automated calculations.
		•	We also reviewed the Information System Audit Reports and Key audit findings of Internal Audit to assess the impact of observations and management''s response if any on financial reporting.
		Results of our tests has provided audit evidence which we have used to draw conclusions including our reporting.
2.	Investments (Refer Schedule 8 and 8A):	Our audit procedures on Investments included the following:
	The Company''s investments represent 78% of the	•	Understood Management''s process and controls to ensure proper
	assets as at March 31, 2023 which are to be valued in accordance with accounting policy framed as per the		classification and valuation of Investment.
	extant regulatory guidelines.	•	Verified and obtained appropriate external confirmation for availability and ownership rights related to these investments.
	The valuation of all investments should be as per the investment policy framed by the Company which in turn	•	Tested the design, implementation, management oversight and
	should be in line with IRDAI Investment Regulations		operating effectiveness of key controls over the classification and
	and Preparation of Financial Statement Regulations. The valuation methodology specified in the regulation is		valuation process of investments.
	to be used for each class of investment.	•	Test-checked valuation of different class of investments to assess appropriateness of the valuation methodologies with reference to IRDAI Investment Regulations along with Company''s own investment policy.

	The Company has a policy framework for Valuation and impairment of Investments. 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 of the Company. Further, the assessment of impairment involves significant	• Examining the rating downgrades by credit rating agencies and assessing the risk of impairments to various investments. • Reviewed the Company''s impairment policy and assessed the adequacy of its impairment charge on investments outstanding at the year end.
	management judgment.	Based on procedures above, we found the Company''s impairment, valuation and classification of investments in its financial statements in
	The classification and valuation of these investments was considered 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.	all material respects to be fair.
3.	Migration of databases used by erstwhile Bharti Axa General Insurance Limited''s insurance business	Our audit procedures included following;
	("Insurance Undertaking") with the Company	• Obtained understanding of internally approved migration strategy
		and timelines, which also includes business criteria for identifying
	During the year the Company formulated a plan and	data that needs to be migrated.
	started migrating the historical and as well currently active policy, claims and other relevant electronic data as	• Obtained understanding of controls designed and implemented
	part of the integration of the Insurance Undertaking.	as part of migration strategy at various stages of migration and evaluated their adequacy.
	Data Migration involves carefully planning the cutover and data movement strategy, controls to ensure accuracy,	• Test the checked the operating effectiveness of the designed
	completeness, system of validation and a process for	controls.
	handling errors in Data Migration. Data Migration is crucial to ensuring integrity and accuracy of the data	• Enquired and reviewed the process of error handling including
	flowing into financial accounting system that generates	their ultimate resolution. Designed and executed few audit tests to
	the financial statements of the Company.	validate accuracy and completeness of the Migrated data.
	Being a one-time activity carrying an important audit risk	Results of our tests has provided audit evidence which we have used to
	which required our appropriate response as a critical part of our audit strategy.	draw conclusions including our reporting.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Directors are responsible for the preparation of other information. The other information comprises Directors Report and Management Discussion & Analysis 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 do 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 the other information is materially inconsistent with the financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the other information. 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 confirm that we have nothing material to report, add or draw attention to in this regard.

RESPONSIBILITIES OF THE 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 Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, underwriting results, financial performance and

cash flows of the Company in accordance with the Applicable Accounting Framework.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 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.

The Board of Directors is 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 assurance, but it 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 aggregate, that 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 financial controls 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 an adequate internal financial controls system 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 ability of the Company 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 of the current period 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 MATTERS

The actuarial valuation of liabilities in respect of Incurred But Not Reported (the "IBNR"), Incurred But Not Enough Reported (the "IBNER") and Premium Deficiency Reserve (the "PDR") is the responsibility of the Company''s Appointed Actuary (the "Appointed Actuary"). The actuarial valuation of these liabilities, that are estimated using statistical methods as at March 31, 2023 has been duly certified by the Appointed Actuary and in his opinion, the assumptions considered by him 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 IRDAI. We have relied upon the Appointed Actuary''s certificate in this regard for forming our opinion on the valuation of liabilities for outstanding claims reserves and the PDR contained in the financial statements of the Company.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the IRDAI Financial Statements Regulations, we have issued a separate certificate dated 18 April 2023 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDAI Financial Statement Regulations.

2. As required by the paragraph 2 of Schedule C to the IRDAI Financial Statement Regulations and Section 143(3) of the Act, in our opinion and according to the information and explanations give to us, 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) As the Company''s accounts are centralised and maintained at the corporate office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company.

c) 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.

d) The Balance sheet, the Revenue accounts, 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 applicable Accounting Standards specified under Section 133 of the Act, to the extent they are not inconsistent with the accounting principles prescribed by the Regulations and orders/ directions prescribed by IRDAI in this regard.

f) Investments have been valued in accordance with the provisions of the Insurance Act, the Regulations and orders/directions issued by IRDAI in this regard.

g) On the basis of the written representations received from the directors as on 31^st March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 ^st March 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

h) With respect to the adequacy of the internal financial controls with reference to the financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

i) 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, 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 no. 5.1.1 to the 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 outstanding long term derivative contracts - Refer Note no. 5.2.22 to the financial statements and "Other Matter" para above;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2023 - Refer Note no. 5.2.23 to the financial statements.

iv. (a) The Management has represented that,

to the best of its knowledge and belief, 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 entity ("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, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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;

(c) Based on the audit procedures 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 (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. As stated in Note 5.2.25 to the financial statements:

a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

b) The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act.

c) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 relating to maintenance of audit trail in software systems involved in financial reporting is applicable with effect from April 1, 2023 to the Company, accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.

3. With respect to the other matters to be included in the Auditor''s report, in terms of the requirements of Section 197(16) of the Act, we report that managerial remuneration payable to the Company''s Directors is governed by the provisions of Section 34A of the Insurance Act, 1938 and is approved by IRDAI. Accordingly, the managerial remuneration limits specified under Section 197 of the Act do not apply.

For Chaturvedi & Co. For PKF Sridhar & Santhanam LLP

Chartered Accountants Chartered Accountants

(Firm Registration No. 302137E) (Firm Registration No. 003990S/S200018)

S N Chaturvedi R. Suriyanarayanan

Partner Partner

Membership No. 040479 Membership No. 201402

UDIN: 23040479BGRZNY7592 UDIN: 23201402BGYBTW2044

Place: Mumbai Place: Mumbai

Date: 18 April 2023 Date: 18 April 2023

---

Mar 31, 2022

To the Members of ICICI Lombard General Insurance Company Limited

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying financial statements of ICICI LOMBARD GENERAL INSURANCE COMPANY LIMITED

("the Company"), which comprise the Balance Sheet as at March 31, 2022, the Revenue accounts of fire, marine and miscellaneous insurance (collectively known as the ''Revenue Accounts''), the Profit and Loss Account and the Receipts and Payments Account for the year then ended, the schedules annexed there to, a summary of the significant accounting policies and other explanatory notes thereon.

In our opinion and to the best of our information and according to the explanations given to us, we report that the aforesaid financial statements, prepared in accordance with the requirements of Accounting Standards as specified under Section 133 of the Companies Act, 2013 (the ''Act''), including relevant provisions of the Insurance Act, 1938, the Insurance Regulatory and Development Authority of India Act, 1999 (the "IRDAI Act") and other accounting principles generally accepted in India, to the extent considered relevant and appropriate for the purpose of these financial statements and which are not inconsistent with the accounting principles as prescribed in the Insurance Regulatory and Development Authority of India (Preparation of Financial Statements and Auditors'' Report of Insurance Companies) Regulations, 2002 (the "Regulations") and orders/directions/circulars issued by the Insurance Regulatory and Development Authority of India ("IRDAI"/"Authority"), to the extent applicable, give a true and fair view in conformity with the accounting principles generally accepted in India as applicable to insurance companies:

a. in the case of Balance Sheet, of the state affairs of the Company as at March 31,2022;

b. in the case of Revenue Accounts, of the operating profit in so far as it relates to the Fire and Miscellaneous business and operating loss in so far as it relates to the Marine business for 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 case of Receipts and Payments Account, 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 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 together with the ethical requirements that is relevant to our audit of the financial statements under the provisions of the Act and the Rules made 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 financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

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.

Sr. No.	Key Audit Matter	How our Audit addressed this Key Matter
1.	Information Technology Systems and Controls (IT	Our key audit procedures included, but were not limited to the
	Controls):	following:
	The Company is highly dependent on its complex IT	We	obtained an understanding of the entity''s IT related control
	architecture comprising hardware, software, multiple	environment. Furthermore, we conducted a risk assessment and
	applications, automated interfaces and controls in	identified IT applications, databases and operating systems that are
	systems for recording, storing and reporting financial	relevant for the Company''s financial reporting.
	transactions.
		For the key IT systems relevant to reporting of financial information, our
	Large volume of transactions that are processed on	areas of audit focus included access, program change management,
	daily basis as part of its operations, which impacts	automated transaction and interface controls.
	key financial accounting and reporting items such as
	premium income, claims, commission expenses and	In particular:
	investments among others.
		•	We obtained an understanding of the entity''s IT environment and
	There exists a risk that, gaps in the IT control		key changes if any during the audit period that may be relevant to
	environment could result in the financial accounting and reporting records being materially misstated.		the audit.
		•	We sample tested the design, implementation and operating
	The controls implemented by the entity in its IT		effectiveness of the General IT controls over the key IT systems
	environment determine the integrity, accuracy,		that are critical to financial reporting. This included evaluation of
	completeness, and the validity of the data that is		entity''s controls to ensure segregation of duties and appropriate
	processed by the applications and is ultimately used for financial reporting. These controls contribute to		access rights.
	mitigating risk of potential misstatements caused by	•	Controls over changes to software applications were evaluated
	fraud or errors.		to verify whether the changes were approved, tested in an environment that was segregated from operation and moved to
	Our audit approach relies on automated controls and therefore procedures are designed to test control over		production by appropriate users.
	IT systems, segregation of duties, interface and system	•	We also evaluated the design and tested the operating
	application controls over key financial accounting and		effectiveness of critical & key automated controls within various
	reporting systems.		business processes. This included testing the integrity of system interfaces, the completeness and accuracy of data feeds, system reconciliation controls and automated calculations.
		•	We also reviewed the Information System Audit Reports to assess the impact of observations and management''s response if any on financial reporting.
		Results of our tests has provided audit evidence which we have used to draw conclusions including our reporting.
2.	Investments (Refer Schedule 8 and 8A):	Our audit procedures on Investments included the following:
	The Company''s investments represent 76.3% of the	•	Understood management''s process and controls to ensure proper
	assets as at March 31, 2022 which are to be valued in		classification and valuation of investment.
	accordance with accounting policy framed as per the extant regulatory guidelines.	•	Verified and obtained appropriate external confirmation for availability and ownership rights related to these investments.
	The valuation of all investments should be as per the investment policy framed by the Company which in turn	•	Tested the design, implementation, management oversight and
	should be in line with IRDAI Investment Regulations		operating effectiveness of key controls over the classification and
	and Preparation of Financial Statement Regulations. The valuation methodology specified in the regulation		valuation process of investments.
	is to be used for each class of investment.	•	Test-checked valuation of different class of investments to assess appropriateness of the valuation methodologies with reference
	The Company has a policy framework for Valuation and		to IRDAI Investment Regulations along with Company''s own
	Impairment of Investments. The Company performs an impairment review of its investments periodically and		investment policy.
	recognises impairment charge when the investments	•	Examining the rating downgrades by credit rating agencies and
	meet the trigger/s for impairment provision as per the criteria set out in the investment policy of the Company. Further, the assessment of impairment involves significant management judgement.		assessing the risk of impairments to various investments.

Sr. No. Key Audit Matter	How our Audit addressed this Key Matter
The classification and valuation of these investments was considered 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.	• Reviewed the Company''s impairment policy and assessed the adequacy of its impairment charge on investments outstanding at the year end. Based on procedures above, we found the Company''s impairment, valuation and classification of investments in its financial statements in all material respects to be fair.
3. Scheme of demerger of Bharti AXA General Insurance Limited''s insurance business ("Insurance Undertaking") to ICICI Lombard General Insurance Limited (Refer note 5.2.26)	We obtained an understanding of the accounting treatment proposed by the management and appraised it by past precedents and applicable regulatory provisions along with treatment as prescribed in the Scheme of Demerger.
During the year, Scheme of Demerger between the Company and Bharati Axa General Insurance Limited (Bharti AXA), whereby, the insurance undertaking of Bharti AXA is demerged and merged with the Company from the Appointed Date i.e. April 1, 2020 had received various regulatory approvals with effective date of September 8, 2021. The necessary accounting entries to record the transaction have been recorded during the year as required under the applicable accounting standards.	Our audit procedures include the following: • Review of annual financial statement of demerged undertaking for year ended March 31, 2021 as certified by an independent accountant of demerged undertaking. • Reviewed proposed accounting entries and disclosures made in the notes to accounts and tied various amounts with underlying financial information of demerged undertaking. • We have read the transaction documents, including approved Scheme of Demerger and identified pertinent terms relevant to the accounting and disclosure requirement for the transaction. We assessed and confirmed the accounting and disclosure treatment of the Scheme and its compliance with Accounting Standard 14: Accounting for Amalgamations (AS-14).
	•	We have read the minutes of the meeting of Board of Directors, its Committees and Members of the Company.
	•	We have considered changes in the internal financial controls on accounts of use of applications/systems of demerged undertaking.
	Results of our tests has provided audit evidence which we have used to draw conclusions including our reporting.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Directors are responsible for the preparation of other information. The other information comprises Directors Report and Management Discussion & Analysis 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 do 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 the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the other information. 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 confirm that we have nothing material to report, add or draw attention to in this regard.

RESPONSIBILITIES OF THE 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 Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial

position, underwriting results, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the applicable Accounting Standards specified under Section 133 of the Act, the Insurance Act, the IRDAI Act, the Regulations and orders/directions prescribed by the Insurance Regulatory and Development Authority of India (''IRDAI'') in this behalf and current practices prevailing within the insurance industry in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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 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 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.

The Board of Directors is 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 assurance, but it 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, that 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 judgement 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 financial controls 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 system 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 ability of the Company 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 of the current period 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 MATTERS

The actuarial valuation of liabilities in respect of Incurred But Not Reported (the "IBNR"), Incurred But Not Enough Reported (the "IBNER") and Premium Deficiency Reserve (the "PDR") is the responsibility of the Company''s Appointed Actuary (the "Appointed Actuary"). The actuarial valuation of these liabilities, that are estimated using statistical methods as at March 31, 2022 has been duly certified by the Appointed Actuary and in his opinion, the assumptions considered by him 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 IRDAI. We have relied upon the Appointed Actuary''s certificate in this regard for forming our opinion on the valuation of liabilities for outstanding claims reserves and the PDR contained in the financial statements of the Company.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the IRDAI Financial Statements Regulations, we have issued a separate certificate dated 21 April, 2022 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDAI Financial Statement Regulations.

2. As required by the paragraph 2 of Schedule C to the IRDAI Financial Statement Regulations and Section 143(3) of the Act, in our opinion and according to the information and explanations give to us, 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) As the Company''s accounts are centralised and maintained at the corporate office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company.

c) 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.

d) The Balance Sheet, the Revenue Accounts, 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 applicable Accounting Standards specified under Section 133 of the Act, to the extent they are not inconsistent with the accounting principles prescribed by the Regulations and orders/directions prescribed by IRDAI in this regard.

f) Investments have been valued in accordance with the provisions of the Insurance Act, the Regulations and orders/directions issued by IRDAI in this regard.

g) On the basis of the written representations received from the directors as on 31^st March, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2022 from being appointed as a director in terms of Section 164 (2) of the Act.

h) With respect to the adequacy of the internal financial controls with reference to the financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure A".

i) 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, 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 no. 5.1.1 to the 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 outstanding long-term derivative contracts - Refer Note no. 5.2.21 to the financial statements and "Other Matter" para above;

iii. During the year there were no amounts required to be transferred to the Investor Education and Protection Fund by the Company - Refer Note no. 5.2.22 to the financial statements.

iv. (a) The Management has represented that,

to the best of its knowledge and belief, 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 entity ("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, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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;

(c) Based on the audit procedures 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 (i) and (ii) of Rule 11(e), as provided under

(a) and (b) above, contain any material misstatement.

v. As stated in Note 5.2.24 to the standalone

financial statements

(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act.

(c) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

3. With respect to the other matters to be included in the Auditor''s Report, in terms of the requirements of Section 197(16) of the Act, we report that managerial remuneration payable to the Company''s Directors is governed by the provisions of Section 34A of the Insurance Act, 1938 and is approved by IRDAI. Accordingly, the managerial remuneration limits specified under Section 197 of the Act do not apply.

For Chaturvedi & Co. For PKF Sridhar & Santhanam LLP

Chartered Accountants Chartered Accountants

(Firm Registration No. 302137E) (Firm Registration No. 003990S/S200018)

S N Chaturvedi R. Suriyanarayanan

Partner Partner

Membership No. 040479 Membership No. 201402

UDIN: 22040479AHMWUG6388 UDIN: 22201402AHMVQD2636

Mumbai Mumbai

21 April 2022 21 April 2022

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Mar 31, 2021

To the Members of

ICICI Lombard General Insurance Company Limited

REPORT ON THE AUDIT OF THEFINANCIAL STATEMENTS

Opinion

We have audited the accompanying financial statements of ICICI LOMBARD GENERAL INSURANCE

COMPANY LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2021, the Revenue accounts of fire, marine and miscellaneous insurance (collectively known as the ‘Revenue accounts’), the Profit and Loss account and the Receipts and Payments account for the year then ended, the schedules annexed there to, a summary of the significant accounting policies and other explanatory notes thereon.

In our opinion and to the best of our information and according to the explanations given to us, we report that the aforesaid financial statements, prepared in accordance with the requirements of Accounting Standards as specified under Section 133 of the Companies Act, 2013 (the ‘Act’), including relevant provisions of the Insurance Act, 1938, the Insurance Regulatory and Development Authority of India Act, 1999 (the “IRDAI Act”) and other accounting principles generally accepted in India, to the extent considered relevant and appropriate for the purpose of these financial statements and which are not inconsistent with the accounting principles as prescribed in the Insurance Regulatory and Development Authority of India (Preparation of Financial Statements and Auditors’ Report of Insurance Companies) Regulations, 2002 (the “Regulations”) and orders/directions/circulars issued by the Insurance Regulatory and Development Authority of India (“IRDAI” / “Authority”), to the extent applicable, give a true and fair view in conformity with the accounting principles generally accepted in India as applicable to insurance companies:

a. in the case of Balance Sheet, of the state affairs of the Company as at March 31, 2021;

b. in the case of Revenue Accounts, of the operating profit in so far as it relates to the Fire and Miscellaneous business and operating loss in so far as it relates to the Marine business for 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 case of Receipts and Payments Account, 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 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 together with the ethical requirements that is relevant to our audit of the financial statements under the provisions of the Act and the Rules made 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 financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our

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Sr. No. Key Audit Matter	How our Audit addressed this Key Matter
1. Information Technology Systems and Controls	Our key audit procedures included, but were not limited to the
(IT Controls):	following:
The company is highly dependent on its complex	We obtained an understanding of the entity''s IT related control
IT architecture comprising hardware, software,	environment. Furthermore, we conducted a risk assessment and
multiple applications, automated interfaces and	identified IT applications, databases and operating systems that are
controls in systems for recording, storing and	relevant for the Company''s financial reporting.
reporting financial transactions.	For the key IT systems relevant to reporting of financial information,
Large volume of transactions that are processed	our areas of audit focus included access, program change
on daily basis as part of its operations, which	management, automated transaction and interface controls.
impacts key financial accounting and reporting items such as premium income, claims,	In particular:
commission expenses and investments among	• We obtained an understanding of the entity''s IT environment and
others. There exists a risk that, gaps in the IT control	key changes if any during the audit period that may be relevant to the audit.
environment could result in the financial	• We sample tested the design, implementation and operating
accounting and reporting records being materially	effectiveness of the General IT controls over the key IT systems
misstated.	that are critical to financial reporting. This included evaluation of entity''s controls to ensure segregation of duties and appropriate
The controls implemented by the entity in its IT	access rights.
environment determine the integrity, accuracy,
completeness, and the validity of the data that is	• Controls over changes to software applications were evaluated to
processed by the applications and is ultimately	verify whether the changes were approved, tested in an
used for financial reporting. These controls	environment that was segregated from operation and moved to
contribute to mitigating risk of potential	production by appropriate users.
misstatements caused by fraud or errors.	• We also evaluated the design and tested the operating
Our audit approach relies on automated controls	effectiveness of critical & key automated controls within various
and therefore procedures are designed to test	business processes. This included testing the integrity of system
control over IT systems, segregation of duties,	interfaces, the completeness and accuracy of data feeds, system
interface and system application controls over key	reconciliation controls and automated calculations.
financial accounting and reporting systems.	• We also reviewed the Information System Audit Reports to assess the impact of observations and management''s response if any on financial reporting. Results of our tests has provided audit evidence which we have used to draw conclusions including our reporting.

2.	Investments (Refer Schedule 8 and 8A):	Our audit procedures on Investments included the following:
	The Company''s investments represent 71.1% of the assets as at March 31, 2021 which are to be	•	Understood Management''s process and controls to ensure proper classification and valuation of Investment.
	valued in accordance with accounting policy framed as per the extant regulatory guidelines.	•	Verified and obtained appropriate external confirmation for availability and ownership rights related to these investments.
	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	•	Tested the design, implementation, management oversight and operating effectiveness of key controls over the classification and valuation process of investments.
	Financial Statement Regulations. The valuation methodology specified in the regulation is to be used for each class of investment. The Company has a policy framework for	•	Test-checked valuation of different class of investments to assess appropriateness of the valuation methodologies with reference to IRDAI Investment Regulations along with Company''s own investment policy.
	Valuation and impairment of Investments. The	•	Examining the rating downgrades by credit rating agencies and assessing the risk of impairments to various investments.

Company performs an impairment review of its	• Reviewed the Company''s impairment policy and assessed the
investments periodically and recognizes	adequacy of its impairment charge on investments outstanding at
impairment charge when the investments meet the	the year end.
trigger/s for impairment provision as per the criteria	Based on procedures above, we found the company''s impairment,
set out in the investment policy of the Company.	valuation and classification of investments in its financial statements
Further, the assessment of impairment involves significant management judgment. The classification and valuation of these investments was considered 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 and further due to the market volatility impact caused due to global pandemic COVID-19 on the value of investments.	in all material respects to be fair.

3.	Scheme of demerger of Bharti Axa General	We obtained an understanding of the regulatory framework involved
	Insurance Limited’s insurance business	in such large acquisition, the process adopted including the strength
	("Insurance Undertaking”) to ICICI Lombard	and reputation team of advisors.
	General Insurance Limited (Refer note 5.2.27)	Our audit procedures include following;
	During the year, the Company has reported a	• Review of due diligence report, valuation reports and other expert
	Scheme of Demerger, approved by Board of	advisory reports and manner in which these have been dealt with
	Directors of the Company between the company and Bharti Axa General Insurance Limited (Bharti	in decision making.
	Axa), whereby, the Insurance undertaking of Bharti	• We have read the transaction documents, including approved
	Axa is demerged and merged with the Company	Scheme of Demerger and identified pertinent terms relevant to the
	from the Appointed Date i.e. April 1,2020, subject	accounting and disclosure requirement for the transaction. We
	to various regulatory approvals, which is under	assessed and confirmed the Company’s conclusion on proposed
	process at the year end.	accounting and disclosure treatment of the Scheme and its compliance with Accounting Standard 14: Accounting for
	This transaction involving issue of 3,57,56,194 additional equity shares (7.9% of paid-up capital)	Amalgamations (AS-14).
	of the company, is significant for suitable financial	• We have read the minutes of meeting of Board of Directors, its
	reporting.	Committees, and Members of the Company. • We have enquired about the progress of the transaction as at the year-end to confirm the appropriateness of treatment in the financial statement. • We have obtained and reviewed details of commitments and expenditure incurred related to the transaction for validating the accounting treatment thereof. Results of our tests has provided audit evidence which we have used to draw conclusions including our reporting.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON:

The Directors are responsible for the preparation of other information. The other information comprises Directors Report and Management Discussion & Analysis 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 do 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 the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the other information. 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 confirm that we have nothing material to report, add or draw attention to in this regard.

RESPONSIBILITIES OF THE 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 Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, underwriting results, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the applicable Accounting Standards specified under Section 133 of the Act, the Insurance Act, the IRDAI Act, the Regulations and orders / directions prescribed by the Insurance Regulatory and Development Authority of India (‘IRDAI’) in this behalf and current practices prevailing within the insurance industry in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding 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 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 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.

The Board of Directors is 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 assurance, but it 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, that 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 financial controls 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 system 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 ability of the Company 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.

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 of the current period 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 Matters

The actuarial valuation of liabilities in respect of Incurred But Not Reported (the “IBNR”), Incurred But Not Enough Reported (the “IBNER”) and Premium Deficiency Reserve (the “PDR”) is the responsibility of the Company’s Appointed Actuary (the “Appointed Actuary”). The actuarial valuation of these liabilities, that are estimated using statistical methods as at March 31, 2021 has been duly certified by the Appointed Actuary and in his opinion, the assumptions considered by him 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 IRDAI. We have relied upon the Appointed Actuary’s certificate in this regard for forming our opinion on the valuation of liabilities for outstanding claims reserves and the PDR contained in the financial statements of the Company.

Report on Other Legal and Regulatory Requirements

1. As required by the IRDAI Financial Statements Regulations, we have issued a separate certificate dated 17 April 2021 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDAI Financial Statement Regulations.

2. As required by the paragraph 2 of Schedule C to the IRDAI Financial Statement Regulations and Section 143(3) of the Act, in our opinion and according to the information and explanations give to us, 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) As the Company’s accounts are centralized and maintained at the corporate office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company.

c) 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.

d) The Balance sheet, the Revenue accounts, 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) The aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, to the extent they are not inconsistent with the accounting principles prescribed by the Regulations and orders/directions prescribed by IRDAI in this regard.

f) Investments have been valued in accordance with the provisions of the Insurance Act, the Regulations and orders/directions issued by IRDAI in this regard.

g) On the basis of the written representations received from the directors as on 31st March 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

h) With respect to the adequacy of the internal financial controls with reference to the financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

i) 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, 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 no. 5.1.1 to the 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 outstanding long term derivative contracts - Refer Note no. 5.2.21 to the financial statements and “Other Matter” para above;

iii. During the year there were no amount required to be transferred to the Investor Education and Protection Fund by the Company - Refer Note no. 5.2.22 to the financial statements.

3. With respect to the other matters to be included in the Auditor’s report, in terms of the requirements of Section 197(16) of the Act, we report that managerial remuneration payable to the Company’s Directors is governed by the provisions of Section 34A of the Insurance Act, 1938 and is approved by IRDAI. Accordingly, the managerial remuneration limits specified under Section 197 of the Act do not apply.

For Chaturvedi & Co. For PKF Sridhar &

Santhanam LLP

Chartered Accountants Chartered Accountants

Firm Registration No. Firm Registration No.

302137E 003990S/S200018

S N Chaturvedi R. Suriyanarayanan

Partner Partner

Membership No. 040479 Membership No. 201402

UDIN: UDIN:

21040479AAAACJ7270 21201402AAAAAN7680

Mumbai Mumbai

April 17, 2021 April 17, 2021

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Mar 31, 2019

Report on the Audit of the Financial Statements

We have audited the accompanying financial statements of ICICI LOMBARD GENERAL INSURANCE COMPANY LIMITED ("the Company”), which comprise the Balance Sheet as at March 31, 2019, the Revenue accounts of fire, marine and miscellaneous insurance (collectively known as the ''Revenue account''), the Profit and Loss account and the Receipts and Payments account for the year then ended, the schedules annexed there to, a summary of the significant accounting policies and other explanatory notes thereon.

In our opinion and to the best of our information and according to the explanations given to us, we report that the aforesaid financial statements prepared in accordance with the requirements of Accounting Standards as specified under Section 133 of the Companies Act, 2013 (the ''Act''), the Act, Insurance Act, 1938 read with Insurance Laws (Amendment) Act, 2015 (to the extent notified) (the Insurance Act”), the Insurance Regulatory and Development Act, 1999 (the "IRDAI Act”), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditors'' Report of Insurance Companies) Regulations, 2002 (the "IRDAI Financial Statement Regulations”), give a true and fair view in conformity with the accounting principles generally accepted in India as applicable to insurance companies:

a. in the case of Balance Sheet, of the state affairs of the Company as at March 31, 2019;

b. in the case of Revenue Accounts, of the operating profit in Fire and Miscellaneous business and operating loss in Marine business 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 case of Receipts and Payments Account, 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 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 together with the ethical requirements that is relevant to our audit of the financial statements under the provisions of the Act and the Rules made 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 financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

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.

Sr. No	Key Audit matter	How our audit addressed the key audit matter
1.	Revenue recognition on crop insurance:	We reviewed the process adopted for policy booking for consistency
	Crop insurance premium is accounted based on	in approach between accounting periods. Our tests included:
	management estimates that are progressively	- Obtaining confirmation from concerned controlling function
	actualised on receipt of information. Further the coverage data is based on information	of the company on information received, if any, pending accounting
	received / updated in the Software system	- Carrying out substantive tests on income recognition from
	maintained under the schemes which may	past data, where available.
	have backlogs / reconciliation issues / duplicate	- Verification of various reconciliations carried out with the
	information. Further, the corrections to area covered under insurance and consequent premium	government portal system and validating reconciling items
	adjustments are carried out progressively based	- Discussing with senior management and obtaining their
	on receipt of information which may be after the	confirmations on booking of policies where information has
	policy period ends.	been received - Studying the impact of information under processing and
	There is a risk of under/over estimation of revenue	ensuring financial statements are adjusted for material
	due to error or management bias.	impacts.
	Refer crop segment under Schedule 1 - Premium earned (net) and Note 4.1 and 4.3 under Schedule 16 - Significant accounting policies and notes.	Conclusion: Results of our tests did not indicate any material deviations.
2.	Long term Motor Insurance Policies accounting:	We obtained thorough understating of the regulatory prescriptions
	During the year, the Company has introduced	and reviewed the process adopted and carried out the following
	Long Term Motor Insurance Policies providing	tests:
	multi-year coverage which constitutes significant	-- Validating the accounting policies adopted with the relevant
	portion of the business segment. The Company has designed the scheme of accounting entries	regulatory prescriptions.
	for recognition of revenue, advance premium,	- Verifying the premium allocation for sample transactions over
	commissions and related indirect taxes based on	the policy periods
	relevant regulations. This implementation was major one-time activity	- Verifying the actual scheme of entries for sample period with the designed scheme.
	during the year which was prone to interpretation	- Verifying the overall reconciliation of balance sheet amounts
	errors/ omissions.	with related feed systems.
	Refer motor segment under Schedule 1- Premium	Conclusion:
	earned (net), Premium received in advance under Schedule 13 - Current Liabilities and Note 4.1, 4.2, 4.3, 4.6 under Schedule 1 - Significant accounting policies and notes	Our procedures did not identify any material exceptions.

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

The Directors are responsible for the other information. The other information comprises of Directors Report, Business Responsibility Report, Management Discussion & Analysis, Management Report and Corporate Governance Report, 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 do 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 the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the other information. 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 confirm that we have nothing material to report, add or draw attention to in this regard.

Responsibilities of the 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 financial position, underwriting results, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the applicable Accounting Standards specified under Section 133 of the Act, the Insurance Act, the IRDAI Act, the IRDAI Financial Statement Regulations and orders / directions prescribed by the Insurance Regulatory and Development Authority of India (''IRDAI'') in this behalf and current practices prevailing within the insurance industry in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 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.

The Board of Directors is 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 assurance, but it not a guarantee that an audit conducted in accordance with Standards of Auditing 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, that 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system 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 ability of the Company 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 this 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.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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 of the current period 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 Matters

The actuarial valuation of liabilities in respect of Incurred But Not Reported (the "IBNR”), Incurred But Not Enough Reported (the "IBNER”) and Premium Deficiency Reserve (the "PDR”) is the responsibility of the Company''s Appointed Actuary (the "Appointed Actuary”). The actuarial valuation of these liabilities, that are estimated using statistical methods as at March 31, 2019 has been duly certified by the Appointed Actuary and in his opinion, the assumptions considered by him 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 IRDAI. We have relied upon the Appointed Actuary''s certificate in this regard for forming our opinion on the valuation of liabilities for outstanding claims reserves and the PDR contained in the financial statements of the Company.

Report on Other Legal and Regulatory Requirements

1. As required by the IRDAI Financial Statements Regulations, we have issued a separate certificate dated April 18, 2019 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDAI Financial Statement Regulations.

2. As required by the paragraph 2 of Schedule C to the IRDAI Financial Statement Regulations and Section 143(3) of the Act, in our opinion and according to the information and explanations give to us, 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) As the Company''s accounts are centralized and maintained at the corporate office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company.

c) 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.

d) The Balance sheet, the Revenue accounts, 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) The aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act and with the accounting principles prescribed by the Regulations and orders/directions prescribed by IRDAI in this regard.

f) I nvestments have been valued in accordance with the provisions of the Insurance Act, the Regulations and orders/directions issued by IRDAI in this regard.

g) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A”.

i) 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, 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 no. 5.2.20 to the 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 outstanding long term derivative contracts

- Refer Note no. 5.2.21 to the financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company - Refer Note no. 5.2.22 to the financial statements.

3. With respect to the other matters to be included in the Auditor''s report, in terms of the requirements of Section 197(16) of the Act, we report that managerial remuneration payable to the Company''s Directors is governed by the provisions of Section 34A of the Insurance Act, 1938 and requires approval of IRDAI. Accordingly, the managerial remuneration limits specified under Section 197 of the Act do not apply.

Annexure A

Referred to in paragraph ''h'' of Section ''Report on Other Legal and Regulatory Requirements'' of our report of even date to the members of ICICI Lombard General Insurance Company Limited ("the Company") on the financial statements as of and for the year ended 31 March, 2019.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ICICI Lombard General Insurance Company Limited ("the Company”) as of March 31, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the "internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”. 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 company''s 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note”) and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 over financial reporting was established and maintained and if 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 system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 auditor''s judgement, including the assessment of the risks of material misstatement of the 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 Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting 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 company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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 company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting 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 over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”.

Other Matter

The actuarial valuation of liabilities in respect of Incurred But Not Reported (the "IBNR”), Incurred But Not Enough Reported (the "IBNER”) and Premium Deficiency Reserve (the "PDR”) is the responsibility of the Company''s Appointed Actuary (the "Appointed Actuary”). The actuarial valuation of these liabilities, that are estimated using statistical methods as at March 31, 2019 has been duly certified by the Appointed Actuary and in his opinion, the assumptions considered by him 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 IRDAI. The said actuarial valuations of liabilities for outstanding claims reserves and the PDR have been relied upon by us as mentioned in Other Matters paragraph in our Audit Report on the financial statements for the year ended 31st March, 2019. Accordingly, our opinion on the internal financial controls over financial reporting does not include reporting on the adequacy and operating effectiveness of the internal controls over the valuation and accuracy of the aforesaid actuarial liabilities.

For Chaturvedi & Co. For PKF Sridhar & Santhanam

Chartered Accountants LLP

Firm Registration Chartered Accountants

No. 302137E Firm Registration.

No 003990S/S200018

S N Chaturvedi R. Suriyanarayanan

Partner Partner

Membership No. 040479 Membership No. 201402

Place : Mumbai

Date : April 18, 2019

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Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of ICICI LOMBARD GENERAL INSURANCE COMPANY LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Revenue accounts of fire, marine and miscellaneous insurance (collectively known as the ‘Revenue account’), the Profit and Loss account and the Receipts and Payments account for the year then ended, the schedules annexed there to, a summary of the significant accounting policies and other explanatory notes thereon.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, underwriting results, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, the Insurance Act, 1938, Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Insurance Regulatory and Development Authority Act, 1999, the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies Regulations), 2002 (‘the Regulations’) and orders/directions prescribed by the Insurance Regulatory and Development Authority of India (‘IRDAI’) in this behalf and current practices prevailing within the insurance industry in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the Insurance Act, 1938, Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Insurance Regulatory and Development Authority Act, 1999, the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies Regulations), 2002 (‘the Regulations’) and orders/directions prescribed by the Insurance Regulatory and Development Authority of India (‘IRDAI’), the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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.

Opinion

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 Act, Insurance Act, 1938, Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Insurance Regulatory and Development Act, 1999 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India as applicable to insurance companies:

a. in the case of Balance Sheet, of the state affairs of the Company as at March 31, 2018;

b. in the case of Revenue Accounts, of the operating profit in Fire, Marine and Miscellaneous business 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 case of Receipts and Payments Account, of the receipts and payments for the year ended on that date.

Other Matters

The actuarial valuation of liabilities in respect of Incurred But Not Reported (the “IBNR”), Incurred But Not Enough Reported (the “IBNER”) and Premium Deficiency Reserve (the “PDR”) is the responsibility of the Company’s Appointed Actuary (the “Appointed Actuary”). The actuarial valuation of these liabilities, that are estimated using statistical methods as at March 31, 2018 has been duly certified by the Appointed Actuary and in his opinion, the assumptions considered by him 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 IRDAI. We have relied upon the Appointed Actuary’s certificate in this regard for forming our opinion on the valuation of liabilities for outstanding claims reserves and the PDR contained in the financial statements of the Company.

Report on Other Legal and Regulatory Requirements

1. As required by the IRDA Financial Statements Regulations, we have issued a separate certificate dated April 25, 2018 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the Regulations.

2. As required by the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies Regulations), 2002, in our opinion and according to the information and explanations give to us, 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) As the Company’s accounts are centralised and maintained at the corporate office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company.

c) 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.

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) The aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and with the accounting principles prescribed by the Regulations and orders/directions prescribed by IRDAI in this regard.

f) Investments have been valued in accordance with the provisions of the Insurance Act, 1938 and Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Regulations and orders/ directions issued by IRDAI in this regard.

g) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

i) 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, 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 no. 5.2.21 to the 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 outstanding long term derivative contracts - Refer Note no. 5.2.22 to the financial statements;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company} - Refer Note no. 5.2.23 to the financial statements.

For Chaturvedi & Co. For PKF Sridhar & Santhanam

Chartered Accountants LLP

(Firm Registration Chartered Accountants

No. 302137E) (Firm Registration

No. 003990S/S200018)

(S N Chaturvedi) (R. Suriyanarayanan)

Partner Partner

Membership No. 040479 Membership No. 201402

Place: Mumbai

Date : April 25, 2018

---

Mar 31, 2017

Independent Auditor''s Report

To The Members of ICICI Lombard General Insurance Company

Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of ICICI LOMBARD GENERAL INSURANCE COMPANY LIMITED ("the Company”), which comprise the Balance Sheet as at March 31, 2017, the Revenue accounts of fire, marine and miscellaneous insurance (collectively known as the ''Revenue account''), the Profit and Loss account and the Receipts and Payments account for the year then ended, the schedules annexed there to, a summary of the significant accounting policies and other explanatory notes thereon.

Management''s Responsibility for the Financial

Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, underwriting results, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014, the Insurance Act, 1938, Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Insurance Regulatory and Development Authority Act, 1999, the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies Regulations), 2002 (''the Regulations'') and orders / directions prescribed by the Insurance Regulatory and Development Authority of India (''IRDAI'') in this behalf and current practices prevailing within the insurance industry in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act, the Insurance Act, 1938, Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Insurance Regulatory and Development Authority Act, 1999, the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies Regulations), 2002 (''the Regulations'') and orders / directions prescribed by the Insurance Regulatory and Development Authority of India (''IRDAI'').

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

7. 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.

Opinion

8. 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 Act, Insurance Act, 1938, Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Insurance Regulatory and Development Act, 1999 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India as applicable to insurance companies:

a. in the case of Balance Sheet, of the state affairs of the Company as at March 31, 2017;

b. in the case of Revenue Account, of the operating profit in Fire and Miscellaneous business and operating loss in Marine business 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 case of Receipts and Payments Account, of the Receipts and Payments for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies Regulations), 2002, in our opinion and according to the information and explanations give to us, 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) As the Company''s accounts are centralised and maintained at the corporate office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company.

(c) 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.

(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) The aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and with the accounting principles prescribed by the Regulations and orders/directions prescribed by IRDAI in this regard.

(f) Investments have been valued in accordance with the provisions of the Insurance Act, 1938 and Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Regulations and orders/directions issued by IRDAI in this regard.

(g) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(h) The actuarial valuation of liabilities in respect of Incurred But Not Reported (''IBNR'') and Incurred But Not Enough Reported (''IBNER'') as at March 31, 2017, other than for reinsurance accepted from Declined Risk Pool (''DR Pool'')has been duly certified by the Appointed Actuary of the Company and relied upon by us. The Appointed Actuary has also certified that the assumptions considered by him for such valuation are in accordance with the guidelines and norms prescribed by the IRDAI and the Actuarial Society of India in concurrence with the IRDAI. In respect of reinsurance accepted from DR Pool, IBNR / IBNER has been recognized based on estimates received from DR Pool.

(i) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A”.

10. 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, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note no.

5.2.23 to the financial statements;

b. 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 outstanding long term derivative contracts - Refer Note no. 5.2.24 to the financial statements;

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company - Refer Note no. 5.2.25 to the financial statements.

d. The disclosure requirement as envisaged in Notification no. GSR 308(E) dated March 30, 2017 is not applicable to the Company -Refer note no. 5.2.26.

11. Further, on the basis of examination of books and records of the Company and according to the information and explanations given to us and to the best of our knowledge and belief, we certify that:

a) We have reviewed the Management Report attached to the financial statements for the year ended March 31, 2017 and there are no apparent mistakes or material inconsistencies with the financial statements; and

b) Based on the information and explanations received during the course of our audit and management representation by officers of the Company charged with compliance, nothing has come to our attention which causes us to believe that the Company has not complied with the terms and conditions of the registration as stipulated by the IRDAI.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ICICI Lombard General Insurance Company Limited ("the Company”) as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the "internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”. 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 company''s 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 over financial reporting was established and maintained and if 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 system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 auditor''s judgement, including the assessment of the risks of material misstatement of the 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 Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting 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 company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting 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 over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”.

Other Matter

The Actuarial valuation of liabilities in respect of Incurred But Not Reported (''IBNR'') and Incurred But Not Enough

Reported (''IBNER'') as at March 31, 2017, other than for reinsurance accepted from Declined Risk Pool (''DR Pool'') has been duly certified by the Appointed Actuary of the Company as per the Regulations whereas in respect of reinsurance accepted from DR Pool, IBNR / IBNER has been recognized based on estimates received from DR Pool. The said actuarial valuations have been relied upon by us as mentioned in para 9(h) of our Audit Report on the financial statements for the year ended March 31, 2017. Accordingly, our opinion on the internal financial controls over financial reporting does not include reporting on the adequacy and operating effectiveness of the internal controls over the valuation and accuracy of the aforesaid actuarial liabilities.

For Chaturvedi & Co. For PKF Sridhar & Santhanam LLP

Chartered Accountants Chartered Accountants

(Firm Registration No. (Firm Registration No.302137E) 003990S/S200018)

SN Chaturvedi R. Suriyanarayanan

Partner Partner

Membership No. Membership No.040479

201402

Place: Mumbai

Date: April 18, 2017