We have audited the accompanying Financial statements
of SBI Life Insurance Company Limited (“the Company"),
which comprise the Balance Sheet as at March 31, 2025, the
related Revenue Account (also called the “Policyholders'
Account" or the “Technical Account"), the Profit and
Loss Account (also called the “Shareholders' Account" or
“Non-Technical Account") and the Receipts and Payments
Account (also called the “Cash Flow Statement") for the
year ended on that date, and a summary of the significant
accounting policies and other explanatory information
(hereinafter referred to as “the financial statements"). In our
opinion and to the best of our information and according
to the explanations given to us, the aforesaid financial
statements give the information required in accordance
with The Insurance Act, 1938 (the “Insurance Act"), the
Insurance Regulatory and Development Authority Act,
1999 (the “IRDA Act"), The Insurance Regulatory and
Development Authority of India (Actuarial, Finance and
Investment Functions of Insurers) Regulations, 2024 (“the
IRDAI AFI Regulations"), orders/ directions/ circulars issued
by the Insurance Regulatory and Development Authority
of India (the “IRDAI") and the Companies Act, 2013 (“the
Act"), to the extent applicable, in the manner so required
and give a true and fair view in conformity with accounting
principles generally accepted in India, as applicable to
Insurance companies:

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

(b) in the case of the Revenue Account, of the net surplus
for the year ended on that date;

(c) in the case of the Profit and Loss Account, of the profit
for the year ended on that date; and

(d) in the case of the Receipts and Payments Account,
of the Receipts and Payments for the year
ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements in
accordance with the Standards on Auditing (SAs) 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 ICAI's Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements 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 in our report.

(a) Valuation of Investments (As at March 31, 2025:
' 44,803,858 Lakhs; March 31, 2024: ' 38,892,308
lakhs)

(Refer Significant Accounting Policies in note no.16
B (k) (Investments) and Schedule 8, 8A, 8B 9 note no.
16 C (20 & 21) (Impairment of investment assets) to
the financial statements)

The Company's investment portfolio consists of
Policyholders' investments (traditional and unit linked
policy holders) and Shareholders investments.

Total investment portfolio of the Company (i.e.
Assets under Management (AUM)) represents 99.40
per cent of the Company's total assets.

Investments are made and valued in accordance
with the Insurance Act, 1938, IRDAI AFI Regulations,
Investment Policy of the Company and
relevant Indian GAAPs.

These valuation methods use multiple observable
market inputs, including observable interest
rates, index levels, credit spreads, equity prices,
counterparty credit quality, and corresponding market
volatility levels etc.

The portfolio of quoted investments is 43.17 per
cent of the Company's AUM and the portfolio of
investments that are valued primarily using observable
inputs is 56.36 per cent of the Company's AUM.
We do not consider these investments to be at a high
risk of significant misstatement, or to be subject to a
significant level of judgement because they comprise
liquid, quoted investments. However, due to their
materiality in the context of the financial statements
as a whole, they are considered to be one of the
areas which had the significant impact on our overall
audit strategy.

The portfolio of unquoted investments is 0.20
per cent of the Company's AUM. The valuation of
unquoted investments involves judgement depending
on the observability of the inputs into the valuation
and further judgement in determining the appropriate
valuation methodology where external pricing sources
are either not readily available or are unreliable.

Valuation of investments was considered to be one of
the areas which required significant auditor attention
and was one of the matter of most significance in the
financial statements due to the materiality of total
value of investments to the financial statements.

Auditors' Responses
Principal Audit Procedures

Our audit procedures for this area included but were
not limited to the following:

• Obtained an understanding of the Company's
process and controls over the valuation of
investments. The understanding was obtained by
performance of walkthroughs, which included
inspection of documents produced by the
Company and discussion with those involved in
the pertinent process;

• Evaluated and tested the design, implementation
and operating effectiveness of key controls over
the valuation process, including the Company's
assessment and approval of assumptions used
for the valuation including key authorisation and
data input controls thereof;

• Obtained independent external confirmations

for investments as at balance sheet date from
the Custodians and Depository Participants

appointed by the Company to confirm the
units of securities for the purpose of valuation
re-computation;

• On a test check basis, recomputed valuation
of different class of investments to assess
appropriateness of valuation methodologies
with reference to IRDAI Investment Regulations
along with the Company's Board approved
valuation policy;

• Examined movement and appropriateness of

accounting in Fair Value Change account for
specific investments.

• Ensured the appropriateness and reasonableness
of methodology, assumptions and judgements
used by management with reference to the
valuation and impairment of investments as per
the Company's Board approved valuation and
impairment policy.

• Obtained written representations from

management on compliance of valuation of

investments with the regulations and adequacy
of impairment recorded for the year.

(b) Information Technology Systems and Controls
(IT Controls)

All insurance companies are highly dependent
on technology due to the significant number of
transactions that are processed on a daily basis.
A significant part of the Company's financial processes
is heavily reliant on IT systems with automated
processes and controls over the capturing, valuing,
and recording of transactions. Thus, there exists a risk
that gaps in the IT control environment could result in
the financial accounting and reporting records being
materially misstated.

The Company has separate software applications
for management of its various activities. Transfer of
data from / to these software's is critical for accurate
compilation of financial information. We have
identified 'IT systems and controls' as key audit matter
because of significant use of IT environment and the
scale and complexity of the IT architecture.

Auditors' Responses
Principal Audit Procedures

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

• We have reviewed the design and operating
effectiveness of key automated controls.

• We have reviewed the reconciliations between
the core operating systems and the accounting
software to mitigate the risk of incorrect data
flow to/from separate application software.

• We have also obtained management
representations wherever considered necessary

(c) Contingent Liabilities and Litigations

(Refer Significant Accounting Policies in note no.
16 B (r) (Provisions and contingent liabilities/assets)
and note no. 16 C (1) to the financial statements)

The Company has pending litigation matters with
various appellate authorities and at different forums.
The same involves judgements in accordance with
applicable Accounting Standards to determine the
final outcome of such open litigation matters.

The management with the help of its experts, as
needed, have made judgments relating to the
likelihood of an obligation arising and whether there
is a need to recognize a provision or disclose a
contingent liability. We therefore focused on this area
as a result of uncertainty and potential material impact.

Auditors' Responses

Principal Audit Procedures

• We read the various regulatory correspondences
and related documents pertaining to
litigation cases and corroborated them with
our understanding of legal position as per
various statues;

• We obtained legal opinion sought by
management from the independent legal counsel
including opinion of our own team to review
the sustainability of the dispute. We discussed
the status and potential exposures in respect
of significant litigation with the company's
internal legal team and obtaining details
regarding the progress of various litigations
including management views on the likely
outcome of each litigation and the magnitude of
potential exposure;

• The various litigation matters were reviewed
in order to assess the facts and circumstances
and to identify the potential exposures and to
satisfy ourselves that it is not probable that an
outflow of economic benefits will be required,
or in certain cases where the amount cannot be
estimated reliably, such obligation is disclosed by
the company as a contingent liability.

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

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion and Analysis, Directors' Report including
Annexures to Directors' Report, Corporate Governance, but
does not include the financial statements and our auditor's
report thereon. The other information 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 will not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements,
our responsibility is to read the other information identified
above when it becomes available 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 other information,
if we conclude that there is a material misstatement
therein, we are required to communicate the matter to
those charged with governance.

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 Act with respect to

the preparation of these financial statements that give a
true and fair view of the Balance Sheet, the related Revenue
Account, the Profit and Loss Account and the Receipts and
Payments Account of the Company in accordance with
accounting principles generally accepted in India, including
the provisions of The Insurance Act as amended from time
to time, the IRDA Act, the IRDAI AFI Regulations, orders/
directions/circulars issued by IRDAI in this regard and the
Accounting Standards specified under Section 133 of the
Act, to the extent applicable.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the financial statements, management 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 are also responsible for overseeing
the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Financial Statements

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

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

• Identify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control

• Obtain an understanding of internal 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
Company's ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's
report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions
may cause the Company to cease to continue as
a going concern.

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

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

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

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the financial statements
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

(a) The actuarial valuation of liabilities for life policies in
force and for policies in respect of which premium has
been discontinued but liability exists as at March 31,
2025 is the responsibility of the Company's Appointed
Actuary (the “Appointed Actuary"). The actuarial
valuation of these liabilities for life policies in force
and for policies in respect of which premium has been
discontinued but liability exists as at March 31, 2025
has been duly certified by the Appointed Actuary, and
in his opinion, the assumptions for such valuation
are in accordance with the guidelines and norms
issued by IRDAI and the Institute of Actuaries of India
in concurrence with the Authority. Accordingly, we
have relied upon the Appointed Actuary's certificate
in this regard for forming our opinion on the valuation
of liabilities for life policies in force and for policies in
respect of which premium has been discontinued but
liability exists as contained in the financial statements
of the Company (Refer Note no. 5 of Schedule 16(C)).

(b) The financial statements of the Company for the year
ended March 31, 2024, were audited by predecessor
auditors whose report dated April 26, 2024, expressed
an unmodified opinion on those financial statements

Our opinion is not modified in respect of
the above matters.

Report on Other Legal and Regulatory
Requirements

1. As required by the IRDAI Statements AFI Regulations,
we have issued a separate certificate dated April 24,
2025 certifying the matters specified in paragraphs 3
and 4 of Schedule II, Part III to the IRDAI AFI Regulations.

2. As required under section 143(5) of the Act, based
on our audit as aforesaid, we enclose herewith as
per Annexure I, a report on the directions including
additional directions issued by the Comptroller
and Auditor-General of India ('C& AG') action taken
thereon and its impact on the accounts and financial
statements of the company.

3. As required under the IRDAI AFI Regulations, read with
section 143(3) of the Act, we report that:

(a) We have obtained all the information and
explanations, which to the best of our knowledge
and belief were necessary for the purpose of our
audit and found the same to be satisfactory;

(b) In our opinion and to the best of our information
and according to the explanations given to us,
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 at Head Office, no returns are
prepared at the branches and other offices
of the Company;

(d) The Balance Sheet, the Revenue Account, the
Profit and Loss Account and the Receipts and
Payments Account dealt with by this Report are
in agreement with the books of account;

(e) The actuarial valuation of liabilities for life policies
in force and for policies in respect of which
premium has been discontinued but liability exists
as at March 31, 2025 has been duly certified by the
Appointed Actuary. The Appointed Actuary has
also certified that, in his opinion, the assumptions
for such valuation are in accordance with the
guidelines and norms issued by IRDAI and the
Institute of Actuaries of India in concurrence
with the Authority;

(f) In our opinion and to the best of our information
and according to the explanations given to
us, the aforesaid financial statements comply
with the Accounting Standards specified under
section 133 of the Act, as amended, to the extent
not inconsistent with the accounting principles
prescribed in the IRDAI AFI Regulations and
orders/ directions/circulars issued by IRDAI
in this regard;

(g) In our opinion and to the best of our information
and according to the explanations given to us,
investments have been valued in accordance
with the provisions of the Insurance Act, the
Regulations and orders / directions issued by
IRDAI in this regard;

(h) In our opinion and to the best of our information
and according to the explanations given to us,
the accounting policies selected by the Company
are appropriate and are in compliance with the
Accounting Standards specified under Section
133 of the Act to the extent not inconsistent with
the accounting principles prescribed in the IRDAI
AFI Regulations and orders/ directions/circulars
issued by IRDAI in this regard;

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

(j) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating

effectiveness of such controls, refer to Annexure
'II' to this report;

(k) With respect to the other matter to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act, as
amended in our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by the
Company to its directors during the year is in
accordance with the provisions of section 197 of
the Act read with Section 34A of the Insurance
Act, 1938. The remuneration paid to any
director is not in excess of the limit laid down
under Section 197 of the Act read with Section
34A of the Insurance Act,1938. The Ministry of
Corporate Affairs has not prescribed other details
under Section 197(16) which are required to be
commented upon by us.;

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

(i) The Company has disclosed the impact of
pending litigations on its financial position in
its financial statements- Refer Note 1 & 2 of
Part C of Schedule 16;

(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 if any, including derivative
contracts - Refer Note 35 of Part C
of Schedule 16;

(iii) There are no amounts which are required to
be transferred to the Investor Education and
Protection Fund by the Company during the
year ended March 31, 2025;

(iv) (A) The management has represented

that, to the best of its knowledge
and belief, the Company have not
advanced or loaned or invested from
any kind of funds 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, 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, the Company have not
received funds from any person(s)
or entity(ies), including foreign
entities (“Funding Parties"), with the
understanding, whether recorded in
writing or otherwise, that the company
shall, 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 were
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 (iv) (A) and (B) contain
any material mis-statement.

(v) The dividend declared or paid during the
year by the Company is in compliance with
section 123 of the Companies Act, 2013.

(vi) Proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 requires the
Company to maintain books of account using
accounting software which has a feature of
recording audit trail (edit log) facility.

Based on our review, we state that the Company
has used an accounting software for maintaining
its books of account which is equipped with
access controls and a fully functional audit trail
(edit log) feature, which was actively operational
throughout the year for capturing the audit
trail of all relevant transactions with respect to
Financial Statements.

The Company has implemented a database
activity monitoring (DAM) tool at database
level having centralised monitoring of database
activities which is an alternative way of
demonstrating Database level audit trail through
relying on activity logs generated by the DAM
solution instead of traditional database auditing
mechanisms (Audit Trail).

The audit trail, as stated above, has been
preserved by the Company as per the statutory
requirements for record retention.