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ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್SBI Life Insurance Company Ltd.

Mar 31, 2025

We have audited the accompanying Financial statements
of SBI Life Insurance Company Limited (âthe Company"),
which comprise the Balance Sheet as at March 31, 2025, the
related Revenue Account (also called the âPolicyholders''
Account" or the âTechnical Account"), the Profit and
Loss Account (also called the âShareholders'' Account" or
âNon-Technical Account") and the Receipts and Payments
Account (also called the âCash 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 âthe 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 âInsurance Act"), the
Insurance Regulatory and Development Authority Act,
1999 (the âIRDA Act"), The Insurance Regulatory and
Development Authority of India (Actuarial, Finance and
Investment Functions of Insurers) Regulations, 2024 (âthe
IRDAI AFI Regulations"), orders/ directions/ circulars issued
by the Insurance Regulatory and Development Authority
of India (the âIRDAI") and the Companies Act, 2013 (âthe
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;

(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:

â¢ 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;

â¢ 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;

â¢ 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;

â¢ 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;

â¢ Examined movement and appropriateness of

accounting in Fair Value Change account for
specific investments.

â¢ 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.

â¢ 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

â¢ 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

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

â¢ 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.

â¢ We have also obtained management
representations wherever considered necessary

(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

â¢ 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;

â¢ 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;

â¢ 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:

â¢ 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

â¢ 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.

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

â¢ 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.

â¢ 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 âAppointed 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 (âIntermediaries"),
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 (âUltimate 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 (âFunding 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
(âUltimate 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.

For K.S.Aiyar & Co. For A. John Moris & Co

Chartered Accountants Chartered Accountants

Firm Registration No.: 100186W Firm Registration No. 007220S

Rajesh S. Joshi K. V. Sivakumar

Partner Partner

Membership No: 038526 Membership No: 027437

UDIN: 25038526BMOEKA1036 UDIN: 25027437BMITSX2482

Place: Mumbai Place: Mumbai

Date: April 24, 2025 Date: April 24, 2025

Mar 31, 2024

To the Members of

SBI Life Insurance Company Limited

Report on the Audit of the Standalone FinancialStatementsOpinion

We have audited the accompanying Standalone Financial statements of SBI Life Insurance Company Limited (âthe Company"), which comprise the Balance Sheet as at March 31, 2024, the related Revenue Account (also called the âPolicyholders'' Account" or the âTechnical Account"), the Profit and Loss Account (also called the âShareholders'' Account" or âNon-Technical Account") and the Receipts and Payments Account (also called the âCash 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 âthe standalone financial statements").

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 in accordance with The Insurance Act, 1938 (the âInsurance Act"), the Insurance Regulatory and Development Authority Act, 1999 (the âIRDA Act"), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations, 2002 (the âIRDA Financial Statements Regulations") orders/ directions/ circulars issued by the Insurance Regulatory and Development Authority of India (the âIRDAI") and the Companies Act, 2013 (âthe 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, 2024;

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

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 standalone 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 on the standalone financial statements.

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 of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

a) Valuation of Investments (AUM March 31, 2024: 3,88,92,30,838 March 31, 2023: 3,07,33,94,060) (INR in Thousands)

(Refer Significant Accounting Policies in note no.16 B (k) (Investments) and Schedule 8, 8A and 8B, note no. 16 C (20 & 21) (Impairment of investment assets) to the standalone 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 99.02 per cent of the Company''s total assets.

Investments are made and valued in accordance with the Insurance Act, 1938, IRDAI (Investment) Regulations, 2016 (âInvestment Regulations"), IRDAI (Preparation of Financial Statement Regulations) 2002 (âFinancial Statement 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 39.39 per cent of the Company''s AUM and the portfolio of investments that are valued primarily using observable inputs is 58.80 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 standalone 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 1.22 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.

The valuation of these 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

â¢ We assessed appropriateness of the pricing methodologies with reference to IRDAI Investment Regulations, Financial Statement Regulations, Company''s internal investment and valuation policy;

â¢ Assessed the process and tested the operating effectiveness of the key controls, including the Company''s review and approval of the estimates and assumptions used for the valuation including key authorisation and data input controls;

â¢ Fair value is best evidenced by quoted market prices in an active market. Where quoted market prices are not available, the quoted prices of similar products or valuation models with observable market based inputs are used to estimate fair value. The calculation of estimated fair value is based on market conditions at a specific point in time and may not be reflective of future fair values.

â¢ For quoted investments, the valuation was done in accordance with the independent pricing sources / market prices in an active market;

â¢ For unquoted investments, we critically evaluated the valuation assessment and resulting conclusions in order to determine the appropriateness of the valuations recorded with reference to the assessment made by the management for such valuation.

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 daily. 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 uses several systems for its overall financial reporting. We have identified ''IT systems and controls'' as key audit matter because of significant use of IT system and the scale and complexity of the IT architecture.

Auditors'' Responses

Principal Audit Procedures

â¢ Sampletestingofkey controloverITsystems having impact on financial accounting and reporting;

â¢ Assessed the IT system processes for effectiveness of some of the key controls with respect to financial accounting and reporting records by sample testing; and

â¢ Our audit approach relies on automated controls and therefore procedures are designed to test control over IT systems, segregation of duties, interface and system application controls over key financial accounting and reporting systems.

â¢ Reviewed the report of independent information system auditors which has further confirmed the various system control measures adopted by the Company.

c) Contingent Liabilities and Litigations

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

â¢ 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;

â¢ 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;

â¢ 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 Standalone 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 and Shareholder''s Information, but does not include the standalone 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 standalone 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 standalone 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 standalone financial statements or our knowledge obtained during the course of our 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. 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 Standalone Financial Statements

by IRDAI in this regard and the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 further amended by Companies (Accounting Standards) Amendment Rules, 2016, 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 standalone 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 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 Standalone 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 financial statements.

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

â¢ Identify and assess the risks of material misstatement of the standalone 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.

â¢ 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.

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

â¢ 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 standalone 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.

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone 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 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

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, 2024 is the responsibility of the Company''s Appointed Actuary (the âAppointed 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, 2024 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 standalone financial statements of the Company (Refer Note no. 5 of Schedule 16(C)).

Our opinion is not modified in respect of the above.

Report on Other Legal and Regulatory Requirements

1. As required by the IRDA Financial Statements Regulations, we have issued a separate certificate dated April 26, 2024 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDA Financial Statements 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 IRDA Financial Statements Regulations, read with section 143(3) of the Act, 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 purpose of our audit;

(b) In our opinion and to the best of our information and according to the explanations given to us, proper books of accounts 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, 2024 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 standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 further amended by Companies (Accounting Standards) Amendment Rules, 2016, to the extent not inconsistent with the accounting principles prescribed in the IRDA Financial Statements 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 IRDA Financial Statements 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, 2024 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 standalone financial statements of the Company and the operating effectiveness of such controls, refer to Annexure ''II'' to this report;

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 standalone financial statements- Refer Note 1 & 2 of Part C of Schedule16;

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, 2024;

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 (âIntermediaries"), 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 (âUltimate 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 (âFunding 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

(âUltimate 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) Based on our examination which included test checks, the company has used an

accounting software for maintaining its books of accounts 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 instances of audit trail feature being tampered with.

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

For S K Patodia & Associates LLP For S A R C & Associates

Chartered Accountants Chartered Accountants

Firm Regn. No. 112723W/ W100962 Firm Regn. No.006085N

Ankush Goyal Kamal Aggarwal

Partner Partner

Membership No. 146017 Membership No. 90129

UDIN: 24146017NKESBZ7170 UDIN: 24090129BKENFQ9235

Place: Mumbai Place: Mumbai

Date: April 26, 2024 Date: April 26, 2024

Mar 31, 2023

SBI Life Insurance Company Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial statements of SBI Life Insurance Company Limited ("the Companyâ), which comprise the Balance Sheet as at March 31, 2023, the related Revenue Account (also called the "Policyholders'' Accountâ or the "Technical Accountâ), the Profit and Loss Account (also called the "Shareholders'' Accountâ or "Non-Technical Accountâ) and the Receipts and Payments Account (also called the "Cash Flow Statementâ) for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statementsâ).

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 in accordance with the Insurance Act, 1938 (the "Insurance Actâ), the Insurance Regulatory and Development Authority Act, 1999 (the "IRDA Actâ), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations, 2002 (the "IRDA Financial Statements Regulationsâ) and the Companies Act, 2013 ("the Actâ), 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, 2023;

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 Standalone 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 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 (ICAI) together with the ethical requirements that are relevant to our audit of the standalone 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 on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

a) Valuation of Investments (AUM March 31, 2023: 3,07,33,94,060 March 31, 2022: 2,67,40,90,892) (INR in Thousands)

(Refer Significant Accounting Policies in note no.16 B (k) (Investments) and Schedule 8, 8A, 8B and 9 note no. 16 C (20 & 21) (Impairment of investment assets) to the standalone 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 99.3% of the Company''s total assets.

Investments are made and valued in accordance with the Insurance Act, 1938, IRDAI (Investment) Regulations, 2016 ("Investment Regulationsâ), IRDAI (Preparation of Financial Statement Regulations) 2002 ("Financial Statement Regulationsâ), 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 34.4% of the Company''s AU M and the portfolio of investments that are valued primarily using observable inputs is 63.7% 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 standalone 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 1.4% 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.

Auditors'' Responses Principal Audit Procedures

â¢ We assessed appropriateness of the pricing methodologies with reference to IRDAI Investment Regulations, Financial Statement Regulations, Company''s internal investment and valuation policy;

â¢ For quoted investments, the valuation was done in accordance with the independent pricing sources/ market prices in an active market;

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 daily. 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.

Auditors'' Responses Principal Audit Procedures

â¢ Sample testing of key control over IT systems having impact on financial accounting and reporting;

â¢ Assessed the IT system processes for effectiveness of some of the key controls with respect to financial accounting and reporting records by sample testing; and

â¢ Reviewed the report of independent information system auditors which has further confirmed the various system control measures adopted by the Company.

c) Contingent Liabilities and Litigations

(Refer Significant Accounting Policies in note no. 16 B (r) (Provisions and contingent liabilities) and note no. 16 C (1) to the standalone 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 judgements 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

â¢ 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;

â¢ 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;

â¢ 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 Standalone 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 and Shareholder''s Information, but does not include the standalone 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 standalone 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 standalone 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 standalone 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 Standalone 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 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 IRDA Financial Statements Regulations, orders/directions/circulars issued by IRDAI in this regard and the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 further amended by Companies (Accounting Standards) Amendment Rules, 2016, 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 judgements 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 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 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 Standalone Financial Statements

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

â¢ 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.

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

â¢ 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 standalone 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.

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.

Other Matter

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, 2023 is the responsibility of the Company''s Appointed Actuary (the "Appointed Actuaryâ). 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, 2023 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. 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 standalone financial statements of the Company (Refer Note no. 5 of Schedule 16(C)).

Our opinion is not modified in respect of the above.

Report on Other Legal and Regulatory Requirements

1. As required by the IRDA Financial Statements Regulations, we have issued a separate certificate dated April 26, 2023 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDA Financial Statements 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 IRDA Financial Statements Regulations, read with section 143(3) of the Act, 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 purpose of our audit;

(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, 2023 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.

(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 behalf;

(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 IRDA Financial Statements Regulations and orders/ directions/circulars issued by IRDAI in this behalf;

(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, 2023 from being appointed as a director in terms of section 164 (2) of the Act.

(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.

(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 standalone financial statements- Refer Note 1 & 2 of Part C of Schedule16.

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, 2023.

iv) 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 ("Intermediariesâ), 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 Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

v) 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 Partiesâ), 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 Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vi) 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) and (v) contain any material mis-statement.

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

For S.K. Patodia & Associates For S.C. Bapna & Associates

Chartered Accountants Chartered Accountants

Firm Regn. No. 112723W Firm Regn. No. 115649W

Sandeep Mandawewala Sumeet Jain

Partner Partner

Membership No. 117917 Membership No. 076230

UDIN: 23117917BGWFJM2574 UDIN: 23076230BGYKYD2807

Place: Mumbai Date: April 26, 2023

Mar 31, 2022

Opinion

We have audited the accompanying Standalone Financial Statements of SBI Life Insurance Company Limited

(âthe Companyâ), which comprise the Balance Sheet as at March 31, 2022, the related Revenue Account (also called the âPolicyholdersâ Accountâ or the âTechnical Accountâ), the Profit and Loss Account (also called the âShareholdersâ Accountâ or âNon-Technical Accountâ) and the Receipts and Payments account (also called the âCash Flow Statementâ) for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe standalone financial statementsâ).

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 in accordance with The Insurance Act, 1938 (the âInsurance Actâ), the Insurance Regulatory and Development Authority Act, 1999 (the âIRDA Actâ), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditorâs Report of Insurance Companies) Regulations, 2002 (the âIRDA Financial Statements Regulationsâ) and the Companies Act, 2013 (âthe Actâ), 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, 2022;

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 Standalone 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 Auditorâs 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 (ICAI) together with the ethical requirements that are relevant to our audit of the standalone 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 ICAIâs 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 invite attention to Note No.39 regarding the uncertainties arising out of the outbreak of COVID-19 pandemic and the assessment made by the management on its business and financials, including valuation of assets, policy liabilities and solvency for the year ended March 31, 2022, this assessment and the outcome of the pandemic is as made by the management and is highly dependent on the circumstances as they evolve in the subsequent periods.

Our Opinion is not modified on the above matter.

Key Audit Matters

a) Valuation of Investments (AUM March 31, 2022: 2,674,090,892 March 31, 2021: 2,208,712,137) (INR in thousands)

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

The Companyâs investment portfolio consists of Policyholdersâ investments (traditional and unit linked policy holders) and Shareholders investments.

Total investment portfolio of the Company (i.e. Assets under management (AUM)) represents 99.7 per cent of the Companyâs total assets.

Investments are made and valued in accordance with the Insurance Act, 1938, IRDAI (investment) Regulations, 2016 (âInvestment Regulationsâ), IRDAI (Preparation of Financial Statement Regulations) 2002 (âFinancial Statement Regulationsâ), 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 35.4 per cent of the Companyâs AUM and the portfolio of investments that are valued primarily using observable inputs is 62.8 per cent of the Companyâs 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 standalone 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 1.3 per cent of the Companyâs 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.

Auditorsâ Responses Principal Audit Procedures

â¢ We assessed appropriateness of the pricing methodologies with reference to IRDAI Investment Regulations, Financial Statement Regulations, Companyâs internal investment and valuation policy;

â¢ Assessed the process and tested the operating effectiveness of the key controls, including the Companyâs review and approval of the estimates and assumptions used for the valuation including key authorisation and data input controls;

â¢ For quoted investments, the valuation was done in accordance with the independent pricing sources/ market prices in an active market;

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 daily. A significant part of the Companyâs 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 uses several systems for its overall financial reporting. We have identified âIT systems and controlsâ as key audit matter because of significant use of IT system and the scale and complexity of the IT architecture.

Auditorsâ responses Principal audit procedures

â¢ Sample testing of key control over IT systems having impact on financial accounting and reporting;

â¢ Assessed the IT system processes for effectiveness of some of the key controls with respect to financial accounting and reporting records by sample testing; and

â¢ Reviewed the report of independent information system auditors which has further confirmed the various system control measures adopted by the Company.

c) Contingent Liabilities and Litigations

(Refer Significant Accounting Policies in note no. 16B (r) (Provisions and Contingent Liabilities) and note no. 16C (1) to the Standalone 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 judgements relating to the likelihood of an obligation arising and whether there is a need to recognise a provision or disclose a contingent liability. We therefore focused on this area as a result of uncertainty and potential material impact.

Auditorsâ Responses Principal Audit Procedures

â¢ 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;

â¢ 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 Companyâs 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;

â¢ 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 Standalone Financial Statements and Auditorâs Report thereon

The Companyâs 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, Directorsâ Report including Annexures to Directorsâ Report, Corporate Governance and Shareholderâs Information, but does not include the standalone financial statements and our auditorâs report thereon. The other information is expected to be made available to us after the date of this auditorâs report.

Our opinion on the standalone 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 standalone 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 standalone 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.

Managementâs Responsibility for the Standalone Financial Statements

The Companyâs 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 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 IRDA Financial Statements Regulations, orders/directions/circulars issued by IRDAI in this regard and the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 further amended by Companies (Accounting Standards) Amendment Rules, 2016, 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 judgements 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 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 financial statements, management is responsible for assessing the Companyâs

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 Companyâs financial reporting process.

Auditorâs Responsibilities for the Audit of the Standalone 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 auditorâs 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 SAâs 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 financial statements.

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

â¢ 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.

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

â¢ Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone 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 auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Other Matter

The actuarial valuation of liabilities for life policies in force is the responsibility of the Companyâs Appointed Actuary (the âAppointed Actuaryâ). 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, 2022 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. We have relied upon the Appointed Actuaryâs 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 standalone financial statements of the Company (Refer Note No. 5 of Schedule 16(C)).

Our opinion is not modified in respect of the above.

Report on Other Legal and Regulatory requirements

1. As required by the IRDA Financial Statements Regulations, we have issued a separate certificate dated April 28, 2022 certifying the matters specified in paragraphs 3 and 4 of schedule C to the IRDA Financial Statements 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 (âC& AGâ) action taken thereon and its impact on the accounts and financial statements of the Company.

3. As required under the IRDA Financial Statements Regulations, read with Section 143(3) of the Act, 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 purpose of our audit;

(c) As the Companyâs financial accounting system is centralised 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, 2022 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, Read with Rule 7 of the Companies (Accounts) Rules, 2014 further amended by Companies (Accounting Standards) Amendment Rules, 2016, to the extent not inconsistent with the accounting principles prescribed in the IRDA Financial Statements Regulations and orders/ directions/circulars issued by IRDAI in this behalf;

(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 behalf;

(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 IRDA Financial Statements Regulations and orders/ directions/circulars issued by IRDAI in this behalf;

(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, 2022 from being appointed as a director in terms of section 164 (2) of the Act;

(k) With respect to the other matter to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended:

(l) With respect to the other matters to be included in the Auditorâs 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 standalone financial statements - Refer Notes 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, 2022

iv) 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 (âIntermediariesâ), 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 (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

v) 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 (âFunding Partiesâ), 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 (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

Mar 31, 2018

Independent Auditors'' Report

To,

The Members of

SBI Life Insurance Company Limited

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of SBI Life Insurance Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the related Revenue Account (also called the "Policyholders'' Account" or the "Technical Account"), the Profit and Loss Account (also called the "Shareholders'' Account" or "NonTechnical Account") and the Receipts and Payments Account for the year then ended and a summary of significant accounting policies and other explanatory information.

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 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, 1938 as amended from time to time including amendment brought by Insurance Laws (Amendment) Act, 2015 (the "Insurance Act"), the Insurance Regulatory and Development Authority Act, 1999 (the "IRDA Act"), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations, 2002 (the "IRDA Financial Statements Regulations"), orders/directions/circulars issued by the Insurance Regulatory and Development Authority of India (the "IRDAI"/"Authority") in this regard, and the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 further amended by Companies (Accounting Standards) Amendment Rules, 2016.

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.

AUDITOR''S RESPONSIBILITY

3. 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 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, issued by the Institute of Chartered Accountants of India, as 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 disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud and 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 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

4. 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 the Insurance Act, the IRDA Act, the IRDA Financial Statements Regulations and the Act to the extent applicable and 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:

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

ii. i n the case of the Revenue Account, of the net surplus for the year ended on that date;

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

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

OTHER MATTER

5. The actuarial valuation of liabilities for life policies in force 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, 2018 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. 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 on financial statements of the Company.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

6. (i) As required by the IRDA Financial Statements

Regulations, we have issued a separate certificate dated April 26, 2018 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDA Financial Statements Regulations.

(ii) As required under the IRDA Financial Statements Regulations, read with section 143(3) of the Act, 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 purpose of our audit;

(b) In our opinion and to the best of our information and according to the explanations given to us, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the financial accounting systems of the Company are centralized and therefore accounting returns are not required to be submitted by branches and other offices;

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

(e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 further amended by Companies (Accounting Standards) Amendment Rules, 2016 and with the accounting principles as prescribed in the IRDA Financial Statements Regulations and orders / directions issued by IRDAI in this behalf;

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

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

(h) With regard to the directions and sub directions issued under section 143(5) of the Act by the Comptroller and Auditor General of India, refer to Annexure ''I'' to this report.

(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 Annexure ''II'' to this report.

(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 -For details Refer Note 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 Refer Note 33 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.

(Referred to in paragraph 6(i) of our Independent Auditor''s Report on Other Legal and Regulatory Requirements forming part of the Independent Auditors'' Report dated April 26, 2018)

This certificate is issued in accordance with the terms of our engagement letter with SBI Life Insurance Company Limited (the "Company"), wherein we are requested to issue certificate for compliance with the provisions of paragraphs 3 and 4 of Schedule C of Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations 2002, (the "Regulations"), read with Regulation

3 of the Regulations.

MANAGEMENT''S RESPONSIBILITY:

The Company''s Board of Directors is responsible for complying with the provisions of The Insurance Act, 1938 as amended from time to time including amendment brought by Insurance Laws (Amendment) Act, 2015 (the "Insurance Act"), the Insurance Regulatory and Development Authority Act, 1999 (the "IRDA Act"), the Regulations, orders/directions/circulars issued by the Insurance Regulatory and Development Authority of India (the "IRDAI"/"Authority") which includes the preparation of the Management Report. This includes collecting, collating and validating data and designing, implementing and monitoring of internal controls suitable for ensuring compliance as aforesaid.

AUDITOR''S RESPONSIBILITY:

Pursuant to the requirements, it is our responsibility to obtain reasonable assurance and form an opinion based on our audit and examination of books and records as to whether the Company has complied with the matters contained in paragraphs 3 and 4 of Schedule C of the Regulations read with regulation 3 of the Regulations.

We audited financial statements of the Company as of and financial year ended March 31, 2018 on which we issued an unmodified audit opinion vide our report dated April 26, 2018. Our audits of these financial statements were conducted in accordance with Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India ('' IC AI''). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audits were not planned and performed in connection with any transactions to identify matters that may be of potential interest to third parties.

We conducted our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes issued by the Institute of Chartered Accountants of India (the ''ICAI''). The Guidance Note requires that we comply with the independence and other ethical requirements of the Code of Ethics issued by ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (''SQC'') 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information and Other Assurance and Related Services engagements.

OPINION:

In accordance with the information and explanations given to us and to the best of our knowledge and belief and based on our examination of the books of account and other records maintained by SBI Life Insurance Company Limited (''the Company''), for the year ended March 31, 2018, we certify that:

1. We have reviewed the Management Report attached to the financial statements for the year ended March 31, 2018, and on the basis of our review, there is no apparent mistake or material inconsistencies with the financial statements;

2. Based on management representations and compliance certificates submitted to the Board of Directors by the officers of the Company charged with compliance and the same being noted by the Board, nothing has come to our attention that causes us to believe that the Company has not complied with the terms and conditions of registration stipulated by IRDAI;

3. We have verified the cash balances, to the extent considered necessary, and securities relating to the Company''s loans and investments as at March 31, 2018, by actual inspection or on the basis of certificates / confirmations received from the Custodian and/or Depository Participants appointed by the Company, as the case may be. As at March 31, 2018, the Company does not have reversions and life interests;

4. The Company is not the trustee of any trust; and

5. No part of the assets of the policyholders'' funds has been directly or indirectly applied in contravention to the provisions of the Insurance Act relating to the application and investments of the Policyholders'' funds.

[Ref: Independent Auditor''s Certificate in accordance with the Schedule I (B) (11) of IRDAI (Investment) Regulations, 2016 ("the Regulations")]

1. This certificate is issued in accordance with terms of our engagement letter with SBI Life Insurance Company Limited (the "Company") and Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016 dated August 1, 2016 (the "Regulations"), wherein we are requested to issue certificate regarding applicable Net Asset Value ("NAV") for applications received as at March 31, 2018.

MANAGEMENT''S RESPONSIBILITY:

2. The preparation and maintenance of all accounting and other relevant supporting records and documents is the responsibility of the management of the Company. This responsibility includes the design, implementation and maintenance of internal controls relevant to the applicability of NAV for applications received as at March 31, 2018.

3. The Company''s management is responsible for complying with conditions stated in the Regulations.

AUDITOR''S RESPONSIBILITY:

4. Pursuant to the requirement of this certificate, it is our responsibility to provide reasonable assurance and form an opinion on the conditions stated in the Regulations.

5. i n this connection, we have performed the following procedures:

a) Obtained representation from the management that the Company has declared March 31, 2018 as a business day for accepting application forms and that it has declared NAV for March 31, 2018;

b) Obtained the list of applications for New Business, Renewal Premium, Top-up, Surrender, Free-Look Cancellation, Fund Switches, Withdrawal, and Partial Withdrawal in respect of Unit linked Products on March 31, 2018 (together referred to as "Application Forms"), from the Company;

c) Selected samples of Application Forms from the listing mentioned in paragraph 5(b) above and verified whether:

i. The applications received on Saturday, March 31, 2018, upto 3.00 p.m. have been appropriately stamped; and the NAV of March 31, 2018 is applied for such applications for the selected samples; and

ii. The applications received on Saturday, March 31, 2018, after 3.00 p.m. hours have been appropriately stamped; and the NAV of next business day of financial year i.e. April 2, 2018 is applied for such applications for the selected samples.

d) We have read the certificate dated April 13, 2018 of the concurrent auditors of the Company, M/s. Chokshi and Chokshi LLP Chartered Accountants which has been furnished to us certifying compliance with Regulation 5 of Schedule I(B);

6. We have examined the other relevant records of the Company, to the extent necessary for the purpose of issuing this certificate and have conducted our examination in accordance with the Guidance Note on Report or Certificates for Special Purposes (Revised 2016), issued by the Institute of Chartered Accountants of India (the "ICAI"). The Guidance Note requires that we comply with the independence and other ethical requirements of the Code of ethics issued by the ICAI.

7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information and Other Assurance and Related Services engagements.

OPINION:

8. Based on the procedures performed by us, as mentioned in paragraph 5 above, according to the information and explanations provided to us and representation by the Company''s management, we confirm that:

(a) The Company has declared March 31, 2018 as a business day for accepting proposal forms;

(b) The Company has declared NAV for March 31, 2018 on a basis consistent with its accounting policy as disclosed in its financial statements for the year ended March 31, 2018;

(c) The applications received on Saturday, March 31, 2018, up to 3.00 p.m. have been stamped as such and that the NAV of March 31, 2018 is applied for proposals received up to 3.00 p.m.;

(d) The applications received on Saturday, March 31, 2018, after 3.00 p.m. have been stamped as such and that the NAV of next business day of financial year i.e. April 2, 2018 is applied for proposals received after 3.00 p.m.

9. This certificate is addressed to and provided to the Board of Directors of the Company, solely for inclusion in the annual accounts of the Company as per Schedule I (B) (11) of the Regulations and should not be used by any other person or distributed for any other purpose. We have no responsibility to update this certificate for events and circumstances occurring after the date of this certificate.

Report on directions and sub-directions issued by Comptroller and Auditor General of India under section 143 (5) of

Companies Act, 2013.

1. The Company has clear title / lease deeds for all freehold and leasehold land reflected in books as on 31st March, 2018.

2. The Company has written off bad debts amounting to '' 43,24,609/- towards agent''s balances in FY 2017-18 as per the policy of the Company.

3. There is no inventory lying with third parties and the company has not received gifts / grants from the government or other authorities.

4. All the securities purchased by the Company are held in dematerialized form with clear title of ownership. The custodian statement matches with the books of accounts of the Company.

5. The Company has adhered to the prescribed stop loss limits whenever applicable.

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 SBI Life Insurance Company Limited ("the Company") as of March 31, 2018 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.

AUDITORS'' 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, 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, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 judgment, 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

(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, 2018, 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

We report that the actuarial valuation of liabilities for life policies in force and policies where premium is discontinued but liability exists as at March 31, 2018 has been certified by the Appointed Actuary as per the regulations, and has been relied upon by us as mentioned in para other matters of our audit report on the financial statements for the year ended March 31, 2018. Our opinion is not modified in respect of above matter.

For L. S. NALWAYA & CO For P. PARIKH & ASSOCIATES

Chartered Accountants Chartered Accountants

Firm Regn. No. 115645W Firm Regn. No. 107564W

Ashish Nalwaya Ashok Rajagiri

Partner Partner

Membership No. 110922 Membership No. 046070

Place: Mumbai

Date: April 26, 2018

Mar 31, 2017

Independent Auditors'' Report

To,

The Members of

SBI Life Insurance Company Limited Report on the Financial Statements

1. We have audited the accompanying financial statements of SBI Life Insurance Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2017, 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 for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 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, 1938 as amended from time to time including amendment brought by Insurance Laws (Amendment) Act, 2015 (the "Insurance Act"), the Insurance Regulatory and Development Authority Act, 1999 (the "IRDA Act"), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations, 2002 (the "IRDA Financial Statements Regulations"), orders/ directions/circulars issued by the Insurance Regulatory and Development Authority of India (the "IRDAI"/"Authority") in this regard, and the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 further amended by Companies (Accounting Standards) Amendment Rules, 2016.

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.

Auditor''s Responsibility

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud and 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 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

4. 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, the IRDA Act, the IRDA Financial Statements Regulations and the Act to the extent applicable and 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:

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

ii. i n the case of the Revenue Account, of the net surplus for the year ended on that date;

iii. i n the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

Other Matter

5. The actuarial valuation of liabilities for life policies in force 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, 2017 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. 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 on financial statements of the Company.

Report on Other Legal and Regulatory Requirements

6. (i) As required by the IRDA Financial Statements

Regulations, we have issued a separate certificate dated April 28, 2017 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDA Financial Statements

Regulations.

(ii) As required under the IRDA Financial

Statements Regulations, read with section

143(3) of the Act, 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 purpose of our audit;

(c) the financial accounting systems of the Company are centralized and therefore accounting returns are not required to be submitted by branches and other offices;

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

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

(h) With regard to the directions and sub-directions issued under section 143(5) of the Act by the Comptroller and Auditor General of India, refer to Annexure ''I'' to this report.

(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 Annexure ''II'' to this report.

(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 - For details Refer Note 1 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.

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

iv) The disclosure requirement as envisaged in Notification G.S.R 308(E) dated 30^th March 2017 is not applicable to the Company - Refer Note 35 of Part C of Schedule 16.

Report on directions and sub-directions issued by Comptroller and Auditor General of India under section 143 (5) of Companies Act, 2013.

1. The Company has clear title / lease deeds for all freehold and leasehold land reflected in books as on 31^st March, 2017.

2. The Company has written off bad debts amounting to '' 31,50,269/- towards agent''s balances in FY 2016-17 as per the policy of the Company.

3. There is no inventory lying with third parties and the company has not received gifts / grants from the government or other authorities.

4. All the securities purchased by the Company are held in dematerialized form with clear title of ownership. The custodian statement matches with the books of accounts of the Company.

5. During the recent de-monetization drive of Government of India, the Company has not given any discount or credit in case payment was made through digital means. As per IRDAI circular IRDA/ACTL/CIR/ ULIP/236/11/2016, the Company has given grace period for payment of renewal premiums and the financial impact (opportunity loss) of the same is '' 59,91,665/-.

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 SBI Life 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.

Auditors'' Responsibility

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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

We report that the actuarial valuation of liabilities for life policies in force and policies where premium is discontinued but liability exists as at March 31, 2017 has been certified by the Appointed Actuary as per the regulations, and has been relied upon by us as mentioned in para other matters of our audit report on the financial statements for the year ended March 31, 2017. Our opinion is not modified in respect of above matter.

For L. S. NALWAYA & CO. For P. PARIKH & ASSOCIATES

Chartered Accountants Chartered Accountants

Firm Regn. No. 115645W Firm Regn. No. 107564W

Ashish Nalwaya Ashok Rajagiri

Partner Partner

Membership No. 110922 Membership No. 046070

Place: Mumbai

Date: April 28, 2017

Mar 31, 2016

INDEPENDENT AUDITORS'' REPORT

To,

The Members of

SBI Life Insurance Company Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of SBI Life Insurance Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the related Revenue Account (also called the "Policyholders Account" or the "Technical Account"), the Profit and Loss Account (also called the "Shareholders'' Account" or "NonTechnical Account") and the Receipts and Payments Account for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 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, 1938 (the "Insurance Act") (amended by the Insurance Laws (Amendment) Act, 2015), the Insurance Regulatory and Development Authority Act, 1999 (the "IRDA Act"), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor''s Report of Insurance Companies) Regulations, 2002 (the "IRDA Financial Statements Regulations"), orders/ directions/ circulars issued by the Insurance Regulatory and Development Authority of India (the "IRDAI") in this regard, and the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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 disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud and error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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

i. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

ii. in the case of the Revenue Account, of the net surplus for the year ended on that date;

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

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

Other Matter

5. The actuarial valuation of liabilities for life policies in force 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, 2016 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 the Insurance Regulatory and Development Authority of India ("IRDAI"/ Authority) and the Institute of Actuaries of India in concurrence with the Authority. 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 on financial statements of the Company.

Report on Other Legal and Regulatory Requirements

6. (i) As required by the IRDA Financial Statements

Regulations, we have issued a separate certificate dated April 29, 2016 certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDA Financial Statements Regulations.

(ii) As required under the IRDA Financial Statements Regulations, read with section 143 of the Companies Act, 2013, 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 purpose of our audit;

(c) the financial accounting systems of the Company are centralized and therefore accounting returns are not required to be submitted by branches and other offices;

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

(e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and with accounting principles as prescribed in the IRDA Financial Statements Regulations and orders / directions issued by IRDAI in this behalf;

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

(g) On the basis of written representations received from the State Bank of India with regard to its nominee directors and also from other directors of the company, as on March 31, 2016 and taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2016, from being appointed as a director in terms of section 164(2) of the Act.

(h) With regard to the revised directions and sub-directions issued under section 143(5) of Companies Act, 2013 by the Comptroller and Auditor General of India, refer to our report in Annexure "I".

(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 "II''.

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements -For details refer point 1 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.

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

Annexure "II" forming part of Independent Auditor''s Report

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 SBI Life Insurance Company Limited ("the Company") as of March 31, 2016 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.

Auditors'' Responsibility

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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls over Financial Reporting

(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, 2016, 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.

For L. S. NALWAYA & CO. For P. PARIKH & ASSOCIATES

Chartered Accountants Chartered Accountants

Firm Regn. No. 115645W Firm Regn. No. 107564W

Ashish Nalwaya Ashok Rajagiri

Partner Partner

Membership No. 110922 Membership No. 046070

Place: Mumbai

Date: April 29, 2016

Mar 31, 2015

INDEPENDENT AUDITORS'' REPORT

The Members of

SBI Life Insurance Company Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of SBI Life Insurance Company Limited ("the Company"), which comprises of the Balance Sheet as at March 31, 2015, the related Policyholders Revenue Account, the Shareholders Profit and Loss Account and the Receipts and Payments Account for the year then ended, and a summary of significant accounting policies and other explanatory information, annexed thereto.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and Receipts and Payments of the Company in accordance with the generally accepted accounting principles in India along with the recognition and measurement principles laid down in the Accounting Standards specified under section 133 of the Companies Act, 2013, the provisions of the Insurance Act, 1938 (the "Insurance Act"), as amended by the Insurance Laws (Amendment) Act, 2015, the Insurance Regulatory and Development Act, 1999 (the "IRDA Act"), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditors'' Report of Insurance Companies) Regulations, 2002 (the IRDA Financial Statements Regulations). This responsibility includes the design, implementation and maintenance of internal control 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. We conducted our audit in accordance with the Standards on Auditing issued by Institute of Chartered Accountants of India. 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 procedure to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud and error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating and appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Opinion

4. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Revenue Account, Profit and Loss Account and the Receipts and Payments Account together with the notes thereon and attached thereto are prepared in accordance with the requirements of Insurance Act, the IRDA Act, the IRDA Financial Statements Regulations and Companies Act, 2013 to the extent possible and in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

ii. in the case of the Revenue Account, of the surplus for the year ended on that date;

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

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

Other Matters

5. The actuarial valuation of liabilities for life policies in force is the responsibility of the Company''s Appointed Actuary. The actuarial valuation of these liabilities as at March 31, 2015 has been certified by the Appointed Actuary, and in his opinion, the assumptions for such valuation are in accordance with the guidelines and norms issued by the Insurance Regulatory and

Development Authority (IRDA) and the Actuarial Society of India in concurrence with the Authority. We have relied upon the Appointed Actuary''s certificate in this regard for forming our opinion on the financial statements of the Company.

Report on Other Legal and Regulatory Requirements

6. (i) As required by the IRDA Financial Statements Regulations, we have issued a separate certificate certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDA Financial Statements Regulations.

(ii) As required under the IRDA Financial Statements Regulations, read with section 143 of the Companies Act, 2013, 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 them 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 accounts as required by law have been maintained by the Company so far as it appears from our examination of those books;

(c) the financial accounting systems of the Company are centralized and therefore accounting returns are not required to be submitted by branches and other offices;

(d) the Balance Sheet, Revenue Account, 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 and to the best of our information and according to the explanations given to us, the investments have been valued in accordance with the provisions of the Insurance Act as amended by the Insurance Laws (Amendment) Act, 2015, the IRDA Financial Statements Regulations and orders/directions issued by IRDA in this behalf;

(f) 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 applicable Accounting Standards referred to section 133 of the Companies Act, 2013 and with accounting principles as prescribed in the IRDA Financial Statements Regulations and orders / directions issued by IRDA in this behalf;

(g) the Balance Sheet, Revenue Account, Profit and Loss Account and Receipts and Payments Account comply with the Accounting Standards referred to in section 133 of the Companies Act, 2013 and with accounting principles as prescribed in the IRDA Financial Statements Regulations and orders / directions issued by IRDA in this behalf;

7. On the basis of written representations received from the State Bank of India with regard to its nominee directors and also from other directors and taken on record by the Board of Directors of the Company as on March 31, 2015, none of the directors are disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013.

For L. S. NALWAYA & CO. For P. PARIKH & ASSOCIATES

Chartered Accountants Chartered Accountants

Firm Regn. No. 115645W Firm Regn. No. 107564W

Ashish Nalwaya Ashok Rajagiri

Partner Partner

Membership No. 110922 Membership No. 046070

Place: Mumbai

Date: April 28, 2015

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