We have audited the standalone Ind AS financial
statements of Nippon Life India Asset Management
Limited ("the Company"), which comprise the Balance
sheet as at March 31, 2025, the Statement of Profit and
Loss, including the statement of Other Comprehensive
Income, the Cash Flow Statement and the Statement
of Changes in Equity for the year then ended, and
notes to the standalone financial statements,
including a summary of material 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 standalone financial statements give the
information required by the Companies Act, 2013,
as amended ("the Act") in the manner so required
and give a true and fair view in conformity with the
accounting principles generally accepted in India,
of the state of affairs of the Company as at March
31, 2025, its profit including other comprehensive
income, its cash flows and the changes in equity for
the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing (SAs), as specified under section 143(10) of
the Act. Our responsibilities under those Standards
are further described in the 'Auditor's Responsibilities
for the Audit of the Standalone 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 thereunder,
and we have fulfilled our other ethical responsibilities

in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis for our audit opinion on the standalone
financial statements.

EMPHASIS OF MATTER

We draw attention to Note 48 of the Statement, which
describes uncertainty related to outcome in respect
of show cause notice received from the Securities
Exchange Board of India (SEBI) alleging non¬
compliances with certain provisions of SEBI, pending
final outcome of which, no provisions have been
made in these audited standalone Ind AS financial
results. Our opinion on the Statement is not modified
in respect of this matter.

KEY AUDIT MATTERS

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

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

We have determined that there are no other key audit matters to communicate in our report.

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

The Company's Board of Directors is responsible
for the other information. The other information
comprises the information included in the Director's
report, but does not include the standalone Ind AS
financial statements and our auditor's report thereon.

Our opinion on the standalone Ind AS 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 standalone Ind AS
financial statements, our responsibility is to read the
other information and, in doing so, consider whether
such other information is materially inconsistent with
the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of
this other information, we are required to report that
fact. We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE
CHARGED WITH GOVERNANCE FOR THE STANDALONE
IND AS 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 standalone
financial statements that give a true and fair view
of the financial position, financial performance
including other comprehensive income, cash flows
and changes in equity of the Company in accordance
with the accounting principles generally accepted
in India, including the Indian Accounting Standards
(Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. This responsibility also
includes maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
and the design, implementation and maintenance
of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to
the preparation and presentation of the standalone
Ind AS financial statements that give a true and
fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone Ind AS 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.

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

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE IND AS FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance
about whether the standalone 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 standalone Ind AS
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 standalone Ind AS financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

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

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

• Concludeontheappropriatenessof 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 standalone Ind AS financial
statements, including the disclosures, and whether
the standalone Ind AS 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 standalone Ind AS financial statements for the
financial year ended March 31, 2025 and are therefore
the key audit matters. We describe these matters
in our auditor's report unless law or regulation
precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine
that a matter should not be communicated in our
report because the adverse consequences of doing
so would reasonably be expected to outweigh the
public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order"), issued by the Central
Government of India in terms of sub-section (11)
of section 143 of the Act, we give in the "Annexure
1" a statement on the matters specified in
paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report,
to the extent applicable, that:

(a) We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit;

(b) In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books, except for the
matters stated in the paragraph 2(i)(vi)
below on reporting under Rule 11(g);

(c) The Balance Sheet, the Statement of Profit
and Loss including the Statement of Other
Comprehensive Income, the Cash Flow
Statement and Statement of Changes
in Equity dealt with by this Report are in
agreement with the books of account;

(d) In our opinion, the aforesaid standalone
Ind AS financial statements comply with
the Accounting Standards specified under
Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rules, 2015,
as amended;

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

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

(g) With respect to the adequacy of the
internal financial controls with reference to
standalone Ind AS financial statements and
the operating effectiveness of such controls,
refer to our separate Report in "Annexure 2"
to this report;

(h) In our opinion, the managerial remuneration
for the year ended March 31, 2025 has been
paid / provided by the Company to its
directors in accordance with the provisions
of section 197 read with Schedule V to the Act;

(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 standalone Ind AS financial
statements - Refer Note 33 to the
standalone Ind AS financial statements;

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

iii. There has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company

iv. a) The management has represented
that, to the best of its knowledge
and belief, other than as disclosed
in the note 44 to the standalone Ind
AS 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 ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

b) The management has represented
that, to the best of its knowledge
and belief, other than as disclosed in
the note 45 to the standalone Ind AS
financial statements, no funds have
been received by the Company
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,
whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or
provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries; and

c) Based on such audit procedures
performed that have been
considered reasonable and
appropriate in the circumstances,
nothing has come to our notice
that has caused us to believe that
the representations under sub¬
clause (a) and (b) contain any
material misstatement.

v. 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.

The interim dividend declared and paid
by the Company during the year and
until the date of this audit report is in
accordance with section 123 of the Act.

As stated in note 50 to the standalone
Ind AS financial statements, the Board of
Directors of the Company has proposed
final dividend for the year which is
subject to the approval of the members
at the ensuing Annual General Meeting.
The dividend declared is in accordance
with section 123 of the Act to the extent it
applies to declaration of dividend.

vi. Based on our examination which
included test checks, the Company
has used accounting software for
maintaining its books of account which
has a feature of recording audit trail (edit
log) facility and the same has operated
throughout the year for all relevant
transactions recorded in the software.
Further, during the course of our audit
we did not come across any instance
of audit trail feature being tampered
with. Additionally, the audit trail has
been preserved by the Company as per
the statutory requirements for record
retention, to the extent it was enabled
and recorded in the prior year, as stated
in Note 39 to the financial statements.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Pikashoo Mutha

Partner

Membership Number: 131658

UDIN: 25131658BMIPPO5389

Place of Signature: Mumbai

Date: April 28, 2025