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 2026, 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 policies 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 2026, and its Profit 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 Statement 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 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 explains that the extended term of the existing
funds managed/advised by the Company ended during the year, resulting in the no fee income for the company during the
year. 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. The Other Information is expected to be made available to us after the date of this auditor's report.

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 accordance 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.

Report on Other Legal and Regulatory Requirements

19. 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.

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

20.1. 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.

20.2. 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.

20.3. The standalone balance sheet, the standalone statement of profit and loss including other comprehensive income, the
standalone statement of changes in equity and the standalone cash flow statement dealt with by this Report are in
agreement with the books of account.

20.4. 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.

20.5. On the basis of the written representations received from the directors as on 01 April 2026 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of Section
164(2) of the Act.

20.6. 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'.

20.7. In our opinion and according to the information and explanations given to us, the company has not paid/ provided
remuneration to its directors during the current year. Accordingly, provisions of Section 197 of the Act is not applicable to
the company.

21. 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:

21.1. The Company has disclosed the impact of pending litigations as at 31 March 2026 on its financial position in its
Standalone Financial Statements - Refer Note 16 to the Standalone Financial Statement.

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

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

21.4. 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.

21.5. 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.

21.6. Based on such audit procedures, that have been considered reasonable and appropriate in the circumstances, nothing
has come to our notice that has caused us to believe that the representation under sub clause (i) and (ii) of Rule 11(e), as
provided under para 21.4 and 21.5 above, contain any material misstatement.

21.7. In our opinion 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.

21.8. 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.

Additionally, the audit trail has been preserved by the Company as per the 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: 26100583RZESEH1570

Place: Mumbai
Date: 29 May 2026