1. We have audited the accompanying Standalone Financial Statements of IL&FS Investment Managers Limited ('the
Company'), which comprise the Standalone Balance Sheet as at 31 March 2025, and the Standalone Statement
of Profit And Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and
Standalone Statement of Cash Flows for the year ended on that date, and notes to the Standalone Financial
Statements, including a summary of material accounting policy information and other explanatory information ('the
Standalone Financial Statements').

2. In our opinion and to the best of our information and according to the explanations given to us, except for the
possible effects of the matters described in the 'Basis for Qualified Opinion' paragraph below, the aforesaid
Standalone Financial Statements give the information required by the Companies Act, 2013 ('Act') in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ('Ind AS') and other
accounting principles generally accepted in India, of the State of Affairs of the Company as at 31 March 2025, and its
Loss and Other Comprehensive Income, Changes in Equity and its Cash Flows for the year ended on that date.

Basis for Qualified Opinion

3. Attention is invited to Note 32 of the Standalone Financial Statements which describes the situation faced by
the Company in view of the ongoing investigation by Serious Fraud Investigation Office of Ministry of Corporate
Affairs ('SFIO') against Infrastructure Leasing & Financial Services Limited ('IL&FS' or 'the Holding Company'), and its
subsidiaries (including the Company). In view of the aforesaid ongoing investigations of the entire IL&FS Group by
the SFIO, including the summary of charges received from Ministry of Corporate Affairs in October 2024 pertaining to
the matters of the Holding Company and its domestic subsidiaries, we are unable to comment on the consequential
impact(s) upon conclusion of the said investigation.

4. We conducted our audit in accordance with the Standards on Auditing ('SAs') specified under section 143(10) of
the Act. Our responsibilities under those SAs 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified opinion on the Standalone Financial Statements.

Material Uncertainty relating to Going Concern

5. We draw attention to Note 33 of the standalone financial statement, which describes the significant decline in the
Company's fee revenue and the absence of any immediate new fund-raising, leading to reduced estimates of future
fee income. These factors indicate the existence of a material uncertainty that may cast significant doubt on the
Company's ability to continue as a going concern. However, based on management's assessment of the Company's
ability to meet its obligations over the next 12 months through its existing earnings and available liquid assets, the
management is of the view that the going concern assumption used in the preparation of the standalone financial
statement is appropriate. Our opinion is not modified in respect of this matter.

Key Audit Matters

6. 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 year. 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. In our professional judgment, we have determined that there is no key audit matter to be
communicated in our report.

other information

7. The Company's Board of Directors are responsible for the other information. The other information comprises the
information included in the Company's annual report but does not include the Standalone Financial Statements and
our auditors' report thereon.

8. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

9. 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 in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.

10. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance and take appropriate action as applicable under the
relevant laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

11. 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 State of Affairs,
Loss and Other Comprehensive Income, Changes in Equity and Cash Flows of the Company in conformity with
the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection of the appropriate accounting software for ensuring compliance with applicable laws and
regulations including those related to retention of audit logs; 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 Standalone
Financial Statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.

12. In preparing the Standalone Financial Statements, the Board of Directors is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

13. The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the Standalone Financial Statements

14. 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.

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

15.1. 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.

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

15.3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Management.

15.4. Conclude on the appropriateness of the 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.

15.5. 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.

16. 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.

17. 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.

18. 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 year 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

19. The standalone financial statements for the previous year ended 31 March 2024, which has been restated as per
the requirements of Ind AS 103 Appendix C "Business combination of entities under common control" to give effect
of order of Hon'ble National Company Law Tribunal ('NCLT') regarding amalgamation of IL&FS Asian Infrastructure
Managers Limited ('IAIML') and IIML Asset Advisors Limited ('IAAL') with the Company effective from 23 August 2024
with appointed date 1 April 2022 as described in Note 40 of the Standalone financial statement.

Report on other Legal and Regulatory Requirements

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

21. As required by Section 143(3) of the Act, we report that:

21.1. We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

21.2. Except for the possible effects of the matters described in para 3 above, in our opinion, 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.

21.3. The standalone balance sheet, the standalone statement of profit and loss including Other Comprehensive
Income, the Statement of Changes in Equity and the Standalone Cash Flow Statement dealt with by this Report
are in agreement with the books of account.

21.4. In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section
133 of the Act read with the relevant rules thereunder.

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

21.6. 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 our separate Report in
'Annexure B'.

21.7. In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.
The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act.

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

22.1. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its
Standalone Financial Statements - Refer Note 16 to the Standalone Financial Statements.

22.2. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.

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

22.4. The Management has represented, to best of their knowledge and belief, that no funds have been advanced

or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person(s) or entity(ies), including foreign entities ('Intermediaries'), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company ('Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

22.5. The Management has represented, to best of their knowledge and belief, that no funds have been received
by the Company from any person(s) or entity(ies), including foreign entities ('Funding Parties'), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party ('Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

22.6. Based on such audit procedures, that have been considered reasonable and appropriate in the circumstances,
performed by us, nothing has come to our notice that has caused us to believe that the representation under
para under para (i) and (ii) of Rule 11(e), as provided under 22.4 and 22.5 contain any material misstatement.

22.7. In our opinion and according to the information and explanations given to us, the dividend paid during the year
by the Company and proposed final dividend declared which is subject to approval of the members at the
ensuing Annual General Meeting, is in compliance with Section 123 of the Act to the extent applicable.

22.8. Based on our examination which included test checks, the company has used an accounting software for
maintaining its books of account which has a feature of recording audit trail (edit log) facility, and the same
has operated throughout the year for all relevant transactions recorded in the software. Further, during the
course of our audit we did not come across any instance of audit trail feature being tampered with.

Except for the periods of previous financial year where the audit trail (edit log) facility was not enabled at the
database level, the Company has preserved the audit trail in accordance with statutory requirements for record
retention.

For KKC & Associates LLP

Chartered Accountants

(formerly Khimji Kunverji & Co LLP)

Firm Registration Number: 105146W/W100621

Bharat Jain

Partner

ICAI Membership No: 100583

UDIN: 25100583BMKXJY7115

Place: Mumbai

Date: 29 May 2025