Your Directors are pleased to present the Fortieth Annual Report along with the Audited Financial Statements for the year ended
March 31, 2026.

(I) RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY’S AFFAIRS

The highlights of the Company's financial performance for the financial year ended March 31, 2026 are set out below:

Financial Performance Review

During the financial year under review, on a standalone basis, the Company recorded a Total Income of f 5,528.76 lakhs
as against f 904.78 lakhs in the previous financial year. The Profit Before Tax stood at f 4,791.30 lakhs as compared to a
Loss Before Tax of f 156.37 lakhs in the previous financial year. The Company reported a Net Profit after Tax of f 4,791.30
lakhs for the financial year as against a Net Loss after Tax of f 217.71 lakhs in the previous financial year.

On a consolidated basis, the Group recorded a Total Income of f 6,553.18 lakhs as against f 4,663.97 lakhs in the previous
financial year. The Profit Before Tax stood at f 900.10 lakhs as compared to f 1,463.31 lakhs in the previous financial year,
while the Net Profit after Tax stood at f 478.75 lakhs as against f 1,424.37 lakhs in the previous financial year.

The financial statements of the Company have been prepared in accordance with the applicable provisions of the
Companies Act, 2013, the Indian Accounting Standards (Ind AS) and other applicable accounting principles.

Dividend

During the financial year under review, the Board of Directors declared an interim dividend of f 0.50 (Fifty Paise) per
equity share on equity shares of face value f 2 each, which was duly paid to the Members.

Further, the Board of Directors has recommended a final dividend of f 0.70 (Seventy Paise) per equity share of face value
f 2 each, aggregating to f 2,198.23 lakhs, for the financial year ended March 31, 2026. The proposed dividend is subject to
the approval of the Members at the ensuing Annual General Meeting and, if declared, shall be paid in accordance with the
applicable provisions of the Companies Act, 2013. The payment of dividend shall be subject to deduction of tax at source, as
applicable under the provisions of the Income-tax Act, 1961.

(II) REVIEW OF OPERATIONS

The global economy witnessed a mixed growth environment during the financial year, influenced by geopolitical developments,
inflationary trends and evolving monetary policies across major economies. While continued investments in technology,
supportive policy measures and improving business sentiment supported economic activity in several jurisdictions,
geopolitical tensions, particularly in the Middle East, contributed to volatility in commodity markets, inflationary pressures
and relatively tighter financial conditions. Although recent developments indicate signs of gradual stabilisation, the global
economic outlook continues to remain sensitive to geopolitical and macroeconomic developments.

Against this backdrop, the Indian economy demonstrated resilience, supported by robust domestic demand, sustained public
capital expenditure and continued structural reforms. Notwithstanding external risks arising from global volatility, commodity
price movements and capital flow fluctuations, India's stable macroeconomic fundamentals and policy support continued to
reinforce its position as a structurally attractive long-term investment destination.

The investment environment is expected to remain cautiously optimistic. Stable domestic economic conditions, coupled
with increasing investor interest in technology-led and AI-enabled opportunities, are expected to support investment activity.
However, global uncertainty and relatively tighter liquidity conditions may continue to result in a selective and disciplined
approach towards capital deployment. At the same time, prevailing market conditions are expected to provide opportunities
for divestments and value realisation, thereby enabling fund managers to achieve exits at appropriate valuations and
maximise investor returns from the remaining portfolio assets under management.

The Company operates in a single business segment, namely fund management and related advisory services, and is
currently operating in a stabilisation phase while continuing to manage its existing fund management business in view of the
ongoing resolution process of the IL&FS Group.

During the year under review, the fund management team continued to focus on portfolio divestments with a view to
facilitating timely return of capital to investors. The team also actively pursued resolution of pending legal proceedings and
other matters to facilitate monetisation and create further exit opportunities across the investment portfolio.

The developments relating to Infrastructure Leasing & Financial Services Limited (“IL&FS”) and its group entities have had an
adverse impact on the Company's business environment, growth opportunities and strategic initiatives. IL&FS has re-initiated
the process for divestment of its shareholding in the Company, and the process is currently underway.

On the debt platform, the Company, through its subsidiary, continues to manage the Infrastructure Debt Fund (“IDF”),
comprising five closed-ended schemes, which are at various stages of maturity and resolution, with continued focus on orderly
wind-down, value preservation and maximisation of investor recoveries.

The Company's joint venture with the Government of Andhra Pradesh continues to secure mandates and is actively engaged
in the execution of multiple infrastructure projects across the State.

(III) ACTIVE FUNDS UNDER MANAGEMENT

The Company manages the following active funds, with brief status updates provided below:

(1) IFIN Realty Trust (IRT) :

(a) IIML is the Fund Manager and also an investor in this Fund.

(b) Fund life has been extended up to March 31, 2027.

(c) The Fund currently has 11 outstanding investments with an aggregate NAV of approximately f 3.7 crore.

(d) During FY2026, IRT along with its offshore fund generated exits aggregating to approximately f 170 crore (IFIN share: 3%).

(e) The Fund distributed approximately f 3.75 crore to investors, comprising IFIN (92%) and IIML (8%) from the above exits.

(f) The Fund Manager continues to actively pursue exit of remaining investments through litigation and/or negotiated
settlement mechanisms.

(2) IL&FS Realty Fund :

(a) IIML is the Fund Manager and also an investor in this Fund.

(b) Extension of fund life up to March 31, 2027 has been sought; currently 3 investors representing 43.5% voting rights
have provided consent, against the required threshold of 66.67%.

(c) The Fund has 2 outstanding investments with an aggregate NAV of approximately f 12.5 crore.

(d) During FY2026, the Fund distributed approximately f 15.8 crore to investors; IIML share in the distribution was
approximately 3.23%.

(e) The remaining investments are under advanced stages of litigation, and the Fund is currently awaiting judicial
outcomes to progress toward final exit.

(3) Tara III Funds :

(a) IIML is the Fund Manager for this Fund structure.

(b) The Tara III umbrella comprises three funds, and the fund life expired on March 31, 2026, with no further extension
proposed.

(c) The two India-based Funds, namely Tara India Fund III Trust and Tara India Fund III Domestic Trust, have been
fully divested.

(d) The offshore Fund, namely Tara India Fund III LLC, is awaiting receipt of the final tranche of approximately
f 1.8 crore, expected in June 2026, for completion of full divestment.

(IV) MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company that have occurred
from the end of the financial year to which the financial statement relate and date of this Report.

(V) SUBSIDIARIES AND JOINT VENTURES

The Company has four domestic subsidiaries, namely, IL&FS Urban Infrastructure Managers Limited, Andhra Pradesh Urban
Infrastructure Asset Management Limited, IL&FS Infra Asset Management Limited and IL&FS AMC Trustee Limited, and one
offshore subsidiary, IL&FS Investment Advisors LLC, Mauritius.

The Company also has one joint venture, namely, IL&FS Milestone Realty Advisors Private Limited.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 and
Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared
consolidated financial statements incorporating the financial statements of its subsidiaries, which form part of this Annual
Report.

The audited annual accounts and other related documents of the Company's subsidiaries are available for inspection by
the Members at the Registered Office of the Company during business hours. Any Member desirous of obtaining a copy of
the audited financial statements of any subsidiary may write to the Company Secretary in this regard. The audited financial
statements of the subsidiaries are also available on the Company's website at https://iimlindia.com/subsidiarv-accounts/.

A statement containing the salient features of the financial statements of the Company's subsidiaries and joint venture in
Form AOC-1, as required under Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014,
forms part of the Standalone Financial Statements.

Performance and Financial Position of Subsidiaries and Joint VentureIL&FS Urban Infrastructure Managers Limited

IL&FS Urban Infrastructure Managers Limited (“IUIML”) functions as the Asset Manager for the Pooled Municipal Debt
Obligations (“PMDO”) Facility, which provides long-term financing for urban infrastructure projects across cities in India.

During FY 2025-26, IUIML reported a total income of ^ 167.46 lakhs (including other income of ^ 2575 lakhs). Total expenses
for the year were ^ 243.86 lakhs, resulting in a total comprehensive loss of ^ 73.44 lakhs.

IL&FS Investment Advisors LLC, Mauritius

IL&FS Investment Advisors LLC (“IIAL’), Mauritius acts as the Investment Manager to Tara India Fund III LLC.

During FY 2025-26, IIAL reported a total income of US$3.40 lakhs. Total expenses for the year were US$50.35 lakhs, resulting in
a loss of US$46.95 lakhs.

Andhra Pradesh Urban Infrastructure Asset Management Limited

Andhra Pradesh Urban Infrastructure Asset Management Limited (“APUIAML”) was established jointly with the
Government of Andhra Pradesh, with the Company and the Government holding 51% and 49% of the equity share capital,
respectively. APUIAML undertakes integrated urban infrastructure project development, programme management and
financing solutions for Urban Local Bodies in the State of Andhra Pradesh.

During FY 2025-26, APUIAML reported a total income of ^ 4,476.51 lakhs (including other income of ^ 12.13 lakhs).
Total expenses for the year were ^ 4,202.89 lakhs, resulting in a total comprehensive income of ^ 37.04 lakhs.

IL&FS Infra Asset Management Limited

IL&FS Infra Asset Management Limited (“IIAML’) acts as the Asset Manager of the IL&FS Infrastructure Debt Fund established
under the SEBI (Mutual Funds) Regulations.

During FY 2025-26, IIAML reported a total income of ^ 1,132.94 lakhs (including other income of ^ 257.36 lakhs). Total expenses
for the year were ^ 406.77 lakhs, resulting in a total comprehensive income of ^ 538.83 lakhs.

IL&FS AMC Trustee Limited

IL&FS AMC Trustee Limited (“IATL”) acts as the Trustee of the IL&FS Infrastructure Debt Fund.

During FY 2025-26, IATL reported a total income of ^ 13.96 lakhs (including other income of ^ 4.84 lakhs). Total expenses for
the year were ^ 14.67 lakhs, resulting in a total comprehensive loss of ^ 0.71 lakhs.

IL&FS Milestone Realty Advisors Private Limited

IL&FS Milestone Realty Advisors Private Limited is the Company's joint venture established for raising and managing funds
investing in income-generating real estate assets. Since inception, the joint venture has successfully divested all investments
made through its three funds. However, the funds are yet to be formally wound up due to the pendency of certain income-tax
matters before the Hon'ble High Court of Bombay.

(VI) DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,
Mr. Gaurav Khungar (DIN: 10802649), Director, retires by rotation at the ensuing 40th Annual General Meeting (“AGM”)
and, being eligible, has offered himself for re-appointment. Accordingly, his re-appointment is proposed for the approval
of the shareholders at the ensuing AGM.

2. Ms. Jayashree Ramaswamy (DIN: 02235205) was appointed as an Additional Director in the category of
Nominee Director (Non-Executive) by the Board of Directors of the Company, on the recommendation of the
Nomination & Remuneration Committee, with effect from February 13, 2026, pursuant to Section 161 of the Companies

Act, 2013, upon nomination received from the Holding Company, Infrastructure Leasing & Financial Services Limited. In
accordance with Section 161 of the Companies Act, 2013, Ms. Jayashree Ramaswamy holds office up to the date of the
ensuing AGM of the Company and, being eligible, her appointment as a Director of the Company is proposed for the
approval of the shareholders at the ensuing AGM.

3. Mr. Kaushik Modak (DIN: 01266560) resigned from the position of Nominee Director (Non-Executive) of the Company with
effect from February 20, 2026.

4. Mr. Harish Agrawal, Company Secretary and Key Managerial Personnel of the Company, resigned from the services of the
Company with effect from September 30, 2025.

5. Mr. Prasad Chaoji was appointed as the Company Secretary and Compliance Officer of the Company with effect from
October 1, 2025.

6. The continuation of the appointment of Mr. Chitranjan Singh Kahlon (DIN: 02823501) as a Non-Executive Independent
Director of the Company upon attaining the age of 75 years was approved by the Members of the Company by way of a
Special Resolution passed through Postal Ballot on February 18, 2026.

Save as stated above, there were no other changes in the composition of the Board of Directors or the Key Managerial
Personnel of the Company during the financial year under review.

(VII) BOARD INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Based on the declarations received and the assessment carried out by the Board, the Board is of the opinion that all the
Independent Directors possess the requisite integrity, expertise, experience, fulfil the conditions specified under the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are independent of the
Management. During the financial year under review, there has been no change in the circumstances affecting their status as
Independent Directors of the Company.

(VIII) NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met eight times during the Financial Year ended March 31, 2026 and the gap between two meetings did
not exceed 120 days. The meetings were held during the financial year on April 23, 2025, May 29, 2025, July 18, 2025, August 14,
2025, September 29, 2025, November 13, 2025, January 15, 2026 and February 13, 2026.

The details of the composition of the Board Committees and attendance of the Directors at the Board meetings/Committee
meetings are given in the Corporate Governance Report.

(IX) SELECTION CRITERIA FOR APPOINTMENT OF DIRECTORS

The Board has framed a selection criteria for determining the necessary qualifications and attributes for appointment of
Directors and also to ensure Board diversity. The details of the same are provided in the Corporate Governance Report.

(X) COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Policy formulated by the Nomination Remuneration Committee
and Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy lays down the criteria for appointment, re-appointment and removal of Directors, Key Managerial Personnel and
Senior Management Personnel, including the criteria for determining qualifications, positive attributes, independence of
Directors and matters relating to their remuneration. The Policy aims to ensure that the level and composition of remuneration
is reasonable and sufficient to attract, retain and motivate Directors and employees of the quality required to successfully
manage the affairs of the Company.

The Policy is available on the website of the Company at: https://iimlindia.com/policies-guidelines/ and the brief details thereof
are given in the Corporate Governance Report.

(XI) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, that of its
Committees and the individual Directors for the financial year under review.

The performance evaluation was carried out in accordance with the criteria and framework approved by the
Nomination & Remuneration Committee. The manner in which the annual performance evaluation has been carried out is set
out in the Corporate Governance Report, which forms part of this Annual Report.

(XII) COMMITTEES OF THE BOARD

As on March 31, 2026, the Board has four Committees, namely the Audit Committee, the Nomination & Remuneration
Committee, the Stakeholders' Relationship Committee and the Corporate Social Responsibility Committee.

Details of the composition of the Board and its Committees, their terms of reference and the meetings held during the financial
year are provided in the Corporate Governance Report forming part of this Annual Report.

(XIII) DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable
Accounting Standards have been followed along with proper explanations relating to material departures, if any;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2026 and of the profit/loss of the Company for the financial year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

(XIV) STATUTORY AUDITORS*

M/s KKC & Associates LLP, Chartered Accountants (Firm Registration No. 105146W/W100621), were appointed as the Statutory
Auditors of the Company at the 38th Annual General Meeting (“AGM”) held on August 30, 2024, to hold office for a term of five
consecutive years from the conclusion of the 38th AGM until the conclusion of the 43rd AGM of the Company to be held in the
year 2029.

* “For subsequent developments relating to the Statutory Auditors after the date of the Board’s Report, please refer to the
section titled “Subsequent Development after the Date of the Board’s Report” appearing after the Board’s Report".

(XV) SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24(A) of SEBI (LODR) Regulation 2015, the members had
appointed M/s Mehta & Mehta, Company Secretaries, to conduct the Secretarial Audit of the Company for the consecutive
five financial years from April 1, 2025 to March 31, 2030.

Accordingly, The Secretarial Audit Report issued by M/s Mehta & Mehta for the financial year ended March 31, 2026 forms part
of this Report as Annexure 1(I).

In accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Secretarial Audit Reports of Andhra Pradesh Urban Infrastructure Asset Management Limited and IL&FS Infra Asset
Management Limited, being the material unlisted subsidiaries of the Company, form part of this Report as Annexure 1(II) and
Annexure 1(III), respectively.

(XVI) REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, the Statutory Auditors and Secretarial Auditor have not reported any instance of fraud
under Section 143(12) of the Companies Act, 2013 requiring disclosure under Section 134(3)(ca) of the Act.

(XVII) QUALIFICATIONS IN THE AUDITORS’ REPORT AND BOARD’S EXPLANATIONS

The Statutory Auditors, M/s KKC & Associates LLP, have issued qualified opinions on the Standalone and Consolidated
Financial Statements of the Company for the financial year ended March 31, 2026.

Pursuant to Section 134(3)(f) of the Companies Act, 2013, the explanations/comments of the Board on the qualifications
contained in the Statutory Auditors' Report are set out below:

A. Standalone Financial Statements:Qualification:

The standalone financial results 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 Company, the Auditors are unable to comment on the consequential
impact(s) upon conclusion of the said investigation.

Explanation:

The Company, based on its current understanding, believes that the above would not have a material impact on the financial
statements. The implications, if any, arising from the aforesaid developments would be known only after the aforesaid
investigation is concluded.

B. Consolidated Financial Statements:Qualification:

The Consolidated Financial Results which describes the situation faced by the Group 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 Ultimate Holding Company'), and its subsidiaries (including the Group). 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 Group, the Auditors are unable to comment on the consequential
impact(s) upon conclusion of the said investigation.

Explanation:

The Company, based on its current understanding, believes that the above would not have a material impact on the
consolidated financial statements. The implications, if any, arising from the aforesaid developments would be known only after
the aforesaid investigation is concluded.

C. Qualification in the Audit Report of Component Auditor - Andhra Pradesh Urban Infrastructure Asset Management
Limited (“APUIAML”)

(a) Qualification :

Unbilled Revenue Balances aggregating to Rs. 1,036.61 lakhs (net off of Rs. 921.02 lakhs as at March 31, 2026, of
which Rs. 600.81 lakhs has remained outstanding for more than one year and remains unbilled as on that date. Due
to the absence of adequate supportings, documentations and supporting appropriate Audit Evidence, the Auditors
are unable to determine whether any adjustments may be required to the carrying amount of unbilled revenue.

Explanation :

The Subsidiary Company has written off un-billed revenue aggregating to Rs. 921.02 lakhs during the year and the
same has been charged to the Statement of Profit and Loss. The Management of APUIAML has evaluated the
recoverability of the remaining unbilled revenue.

(b) Qualification :

The Company has not recognised a provision for penalties and other consequences arising from non-conducting
of Board Meetings in compliance with the provisions of the Companies Act, 2013. This has been presented
as a contingent liability in the financial statements. Based on our understanding of the applicable provisions
and accounting framework, the obligation existed as at the reporting date and may have met the criteria for
recognition. Consequently, in our view, other expenses and related liabilities may be understated to the extent of the
unrecognised obligation.

Explanation :

The Subsidiary Company has not received any notice or penalty intimation for non-compliance of Board Meetings.
Therefore, the penalty or fines in this regards is not provided for. However, as a prudent principle, the penalty or consequential
impact of not conducting of Board Meetings is disclosed as Contingent Liabilities in the Financial Statements.

(c) Qualification :

The Company has not recognised a provision for penalties and other consequences arising from the delay in
appointment of the Chief Financial Officer, as required under Section 203(1) of the Companies Act, 2013 read with
Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. This has been
presented as a contingent liability in the financial statements. Based on our understanding of the applicable
provisions and accounting framework, the obligation existed as at the reporting date and may have met the criteria
for recognition. Consequently, in our view, other expenses and related liabilities may be understated to the extent of
the unrecognised obligation.

Explanation :

The Subsidiary Company has not received any notice or penalty intimation for non-compliance of Appointment
of Chief Financial Officer. Therefore, the penalty or fines in this regards is not provided for. However, as a prudent
principles, the penalty or consequential impact of not appointing of Chief Financial Officer is disclosed as
Contingent Liabilities in the Financial Statements.

(d) Qualification

The Company has not recognised a provision for gratuity in respect of employees who resigned during the financial
year 2024-2025, which is required under Section 4(1) of the Payment of Gratuity Act, 1972 and Ind AS 19 - Employee
Benefits. This has been presented as a contingent liability in the financial statements. Based on our understanding
of the applicable regulations and standards, the obligation existed as at the reporting date and met the criteria for
recognition. Consequently, in our view, employee benefit expenses and related liabilities may be understated to the
extent of the unrecognised gratuity obligation.

Explanation :

Since the Gratuity has not been paid/provided for few employees who have resigned for Financial Year 2024-2025,
the Management of the Subsidiary Company has as a prudent principle disclosed the Gratuity payable as
contingent liability.

(XVIII) SECRETARIAL AUDIT REPORT AND BOARD’S EXPLANATIONS

The Secretarial Auditors, M/s. Mehta & Mehta, have made certain observations in their Secretarial Audit Report for
the financial year ended March 31, 2026.

Pursuant to Section 134(3)(f) of the Companies Act, 2013, the explanations/comments of the Board on the
observations contained in the Secretarial Audit Report are set out below:

(a) Observation:

There is delayed submission of Consolidated Financial Results for the quarters ended June 30, 2025 and September
30 2025, primarily due to delay in receipt of limited reviewed financial results from subsidiary company, Andhra
Pradesh Urban Infrastructure Asset Management Limited (APUIAML). The waiver application submitted before the
National Stock Exchange was not acceded to and the applicable fine has been paid by the Company, while the
outcome of the waiver application submitted before BSE Limited is still awaited till the date of signing of this report.

Explanation:

The delay in submission of the Consolidated Financial Results for the quarters ended June 30, 2025 and
September 30, 2025 under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 was primarily on account of delay in receipt of limited reviewed financial results from one of the subsidiary
companies, namely Andhra Pradesh Urban Infrastructure Asset Management Limited (“APUIAML’). The delay arose
due to non-availability of the Directors of APUIAML, who are holding positions as Chief Secretary and Principal
Secretary to the Government of Andhra Pradesh, which impacted the finalisation and approval process at the
subsidiary level. The Company had duly informed the Stock Exchanges regarding the aforesaid circumstances.
Further, the Company had submitted detailed representations/waiver applications before the Stock Exchanges
explaining the reasons for the delay along with supporting documents. While the waiver application submitted
before the National Stock Exchange of India Limited was not acceded to and the applicable fine has since been
paid by the Company, the outcome of the waiver application submitted before BSE Limited is awaited as on the
date of this Report. The delay arose due to exceptional circumstances relating to the governance and approval
process at the subsidiary level and was not attributable to any deficiency in the preparation of the Company's
financial results and also arose due to circumstances beyond the direct control of the Company. The Board is of
the view that the delay did not affect the accuracy or completeness of the financial information ultimately disclosed.
The Company remains committed to ensuring timely compliances with all applicable regulatory requirements.

(b) Observation:

Regulation 20(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 requires the Chairperson of the Stakeholders' Relationship Committee to be present at the
Annual General Meeting. However, the Chairperson of the Stakeholders' Relationship Committee (“SRC”), was
unable to attend the adjourned Annual General Meeting held during the financial year 2025-2026.

Explanation:

The observation relating to non-attendance of the Chairperson of the Stakeholders' Relationship Committee
(“SRC”) at the adjourned Annual General Meeting held during the financial year 2025-2026 pertains to a procedural
requirement under Regulation 20(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The absence of the Chairperson of the Stakeholders' Relationship Committee did not impede the orderly conduct of
the Annual General Meeting. Other Directors and members of the senior management were present and available to
address shareholders' queries and facilitate the proceedings. The Company has taken note of the observation and
shall endeavour to ensure compliance with Regulation 20(3) of the SEBI LODR Regulations in future. The Company
considers the matter to be procedural and governance-oriented in nature, without any impact on shareholder

interests or regulatory disclosures. The Company remains committed to ensuring compliance with applicable
provisions of the SEBI LODR Regulations and has taken note of the observation for future adherence.

(c) Observation:

The Company had not recorded the changes pertaining to the Key Managerial Personnel (“KMP”) and
dividend-related events in the Structured Digital Database (“SDD”) maintained under the applicable provisions of
the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Explanation:

The Company acknowledges the observation. The relevant events were disclosed to the Stock Exchanges within
the prescribed timelines and there was no instance of leakage of Unpublished Price Sensitive Information or any
allegation of insider trading. The Company has reviewed its internal processes governing maintenance of the
Structured Digital Database and has implemented appropriate measures, including enhanced monitoring and
periodic compliance reviews, to ensure timely recording of all events required under the SEBI (Prohibition of Insider
Trading) Regulations, 2015

(d) Observation:

The Company delayed the disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with respect to the notice received from the Stock Exchanges dated June 27, 2025,
July 14, 2025, September 15, 2025 regarding non-compliance with Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Explanation:

The notices received from the Stock Exchanges were consequential to the earlier delay in submission of the
Consolidated Financial Results under Regulation 33 of the SEBI LODR Regulations, in respect of which the
Company had already made appropriate disclosures and submitted waiver applications. Upon receipt of the
notices, the matter was placed before the Audit Committee and the Board in accordance with the directions of
the Stock Exchanges, and the Board's comments were subsequently submitted. The Company has reviewed the
compliance process relating to disclosures under Regulation 30 and has strengthened its internal monitoring
mechanisms to ensure timely compliance with the applicable provisions of the SEBI LODR Regulations. The Board
believes that the observation does not involve any substantive non-compliance affecting investor interests or
transparency of disclosures made by the Company.

(XIX) RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial year were in the ordinary course of business and on an
arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, the Company has neither entered into any material Related Party Transactions nor
entered into any transactions which are not at arms' length basis. Accordingly, the disclosure of Related Party Transactions in
Form AOC-2 is not applicable.

The details of the Related Party Transactions entered into during the financial year are disclosed in the Financial Statements
forming part of this Annual Report.

The Company has adopted a Related Party Transactions Policy and a Related Party Transactions Framework for
identification, review, approval and monitoring of Related Party Transactions in accordance with the applicable provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is
available on the Company's website at https://iimlindia.com/policies-guidelines/.

(XX) CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted a Corporate Social Responsibility (“CSR”) Policy in accordance with the provisions of
Section 135 of the Companies Act, 2013. The Policy aims to contribute towards sustainable socio-economic development
through initiatives in areas such as education, healthcare, livelihood generation, environmental sustainability and other
activities specified in Schedule VII to the Companies Act, 2013. The CSR Policy is available on the Company's website at
https://iimlindia.com/policies-guidelines/.

The composition of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report forming
part of this Annual Report.

During the financial year under review, the provisions relating to Corporate Social Responsibility expenditure under Section 135
of the Companies Act, 2013 were not applicable to the Company. Accordingly, the Company was not required to incur any CSR
expenditure during the financial year 2025-26. The Company had NIL CSR obligation, NIL CSR expenditure and no unspent CSR
amount during the year under review. Further, the provisions relating to impact assessment were not applicable to the Company.

The Annual Report on Corporate Social Responsibility Activities pursuant to Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report as Annexure 2.

(XXI) POLICY FOR PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe, secure and conducive work environment that is free from discrimination,
harassment and intimidation.

The Company has adopted a Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”).
The Policy aims to provide protection against sexual harassment at the workplace and lays down the mechanism for the
prevention, prohibition and redressal of complaints.

In accordance with the provisions of the POSH Act, the Company complies with the requirements relating to redressal of
complaints through the Internal Committee constituted at the IL&FS Group level.

During the financial year under review, no complaint of sexual harassment was received in relation to the Company.
Accordingly, no complaint was pending for disposal as on March 31, 2026, and no complaint remained pending for more than
ninety days during the year.

(XXII) MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961 were not applicable to the Company during the financial year under review.

(XXIII) WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through its Whistle Blower
Policy to enable directors and employees to report genuine concerns, including instances of unethical behaviour, actual or
suspected fraud, or violation of the Company's Code of Conduct.

The Company affirms that no person has been denied access to the Chairperson of the Audit Committee during the financial
year under review.

Details of the Vigil Mechanism/Whistle Blower Policy are provided in the Corporate Governance Report forming part of this
Annual Report and are also available on the Company's website at https://iimlindia.com/policies-guidelines/.

(XXIV) RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS

Risk management forms an integral part of the Company's business operations. The Company has established a
Risk Management Framework to facilitate the timely identification, assessment, monitoring and mitigation of risks. The
Framework encompasses all significant business activities of the Company, including the funds under its management, and
seeks to ensure that material risks capable of affecting the Company's business objectives are identified and appropriately
managed.

The Company has established an internal control framework commensurate with the nature, size and complexity of its
business to support effective and efficient operations, compliance with applicable laws and regulations, safeguarding of assets
and the reliability of financial and operational information.

The internal audit function is carried out by an independent firm of Chartered Accountants. The scope of internal audit is approved
by the Audit Committee, and the internal audit reports together with the management's responses are periodically reviewed by the
Audit Committee. Appropriate corrective actions are taken, wherever considered necessary, based on the audit observations.

(XXV) INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has in place adequate internal financial controls commensurate with the nature, size and complexity of
its business for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the
accounting records and timely preparation of reliable financial disclosures.

(XXVI) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, guarantees provided, securities furnished and investments made, if any, covered under the
provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes to the Standalone Financial Statements
forming part of the Annual Report.

(XXVII) PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration and other particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1), of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 form part of this Report as Annexure 3.

Having regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is
being sent to the Members of the Company excluding the statement containing the particulars of employees required under
Rule 5(2) and Rule 5(3) of the aforesaid Rules. Any Member interested in obtaining a copy of the said statement may send
a request to the Company at investor.relations@ilfsindia.com. The statement will be made available for inspection by the
Members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing
Annual General Meeting.

(XXVIII) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 are set out below:

(a) Conservation of Energy

The Company is engaged in the business of fund management and related advisory services and does not carry
on any manufacturing activity. Accordingly, the particulars relating to conservation of energy prescribed under
Rule 8(3)(A) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

(b) Technology Absorption

Considering the nature of the Company's business activities, the particulars relating to technology absorption
prescribed under Rule 8(3)(B) of the Companies (Accounts) Rules, 2014 are not applicable. Nevertheless, the
Company continues to leverage appropriate information technology systems and digital solutions in its business
operations to enhance efficiency, governance and operational effectiveness.

(c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the financial year, in terms of actual inflows and outflows, are as
follows:

(XXIX) DEPOSITS

During the financial year under review, the Company did not accept any deposits within the meaning of Chapter V of the
Companies Act, 2013 and the rules made thereunder.

(XXX) COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act are not required to
be maintained by the Company and accordingly such accounts and records are not maintained for FY 2025-26.

(XXXI) CHANGE IN SHARE CAPITAL

There was no change in the authorised, issued, subscribed and paid-up equity share capital of the Company during the
financial year under review.

(XXXII) UNPAID AND UNCLAIMED DIVIDEND

Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, dividends remaining unpaid or unclaimed for a period of seven
consecutive years are required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF”).
The corresponding equity shares in respect of which dividend has remained unclaimed for seven consecutive years are
also liable to be transferred to the IEPF in accordance with the applicable provisions of the Act and the Rules made
thereunder.

Members who have not encashed their dividend warrants or have not claimed their dividend are requested to contact the
Company's Registrar and Share Transfer Agent (“RTA”) at the earliest to claim the same.

The dividend declared for the financial year 2018-19 is due for transfer to the IEPF on or before November 30, 2026.
Members who have not yet claimed the said dividend are requested to lodge their claims with the Company's RTA
immediately to avoid transfer of the unclaimed dividend and the corresponding equity shares, wherever applicable, to the
IEPF.

The dividend declared for the financial year 2019-20 will become due for transfer to the IEPF during the next financial year
in accordance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

During the year, the Company has transferred the unclaimed and unpaid dividends of ' 28,84,391.40 for the year 2017¬
2018 to IEPF. The details of the outstanding unclaimed dividend and corresponding due dates for transfer to IEPF as on
March 31, 2026 are as under :

(XXXIII) ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on

the Company's website at: https://iimlindia.com/annual-reports-2/

(XXXIV) SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India

(XXXV) DISCLOSURE REQUIREMENTS

Pursuant to Regulation 34(3) of the SEBI LODR, Related Party Disclosures, Management Discussion and Analysis,

Disclosure of Accounting treatment, Report on Corporate Governance have been included in this Annual Report as

separate sections

(XXXVI) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

(1) NCLT passed an Order on October 1, 2018 under the provisions of Sections 241 and 242 of the Companies Act, 2013
for suspending the existing Board of Directors of IL&FS, the Holding Company and new members were inducted on
the Board of IL&FS.

The NCLT based on a petition by IL&FS vide its Order dated April 26, 2019, granted its exemption to IL&FS and its
Group Companies from appointing Independent Directors and Woman Directors on the Board of IL&FS and its
Group Companies.

The NCLT by an Order passed on February 11, 2019 has categorized 169 IL&FS Group Entities incorporated within
the territorial jurisdiction of India into (a) “Green Entities” (b) “Amber Entities” (c) “Red Entities”. Your Company and
its subsidiaries have been categorised as Green Entities - meaning one which can continue to meet all its payment
obligation (both financial and operational) as and when they become due.

(2) The Company had filed an application with SEBI seeking extension of time for submission of the Consolidated
Financial Results for the quarter and year ended March 31, 2025. However, SEBI, vide its order dated July 10, 2025,
did not accede to the said request. Subsequently, the Company submitted waiver applications before the National
Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) seeking waiver of the penalties levied for delayed
submission of the aforesaid financial results. The waiver applications were approved by NSE on September 17, 2025
and by BSE on October 16, 2025.

(3) Further, the Company had also submitted waiver applications with NSE and BSE in respect of penalties levied for
delayed submission of the Financial Results for the quarter ended June 30, 2025 and the quarter and half year ended
September 30, 2025. The waiver applications submitted before NSE were not acceded to and accordingly, the Company
has paid the applicable penalty amounts. The response from BSE in respect of the waiver applications is awaited.

(XXXVII) GENERAL DISCLOSURES

The Chairman of the Company did not receive any remuneration or commission from any subsidiary company during
the financial year under review.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no
transactions or events of such nature during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

(iii) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern
status and your Company's operation in future.

(iv) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/
purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons
can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

(v) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(vi) One time settlement of loan obtained from the Banks or Financial Institutions.

(vii) Revision of financial statements and Directors' Report of your Company.

(XXXVIII) ACKNOWLEDGEMENT

The Board of Directors take this opportunity to place on record its sincere appreciation for the continued support
and co-operation received from the investors of the funds under management, shareholders, employees, bankers, the
Reserve Bank of India, the Securities and Exchange Board of India and other regulatory authorities.

The Board also expresses its gratitude to all stakeholders for their continued confidence in and support of the Company
and looks forward to their continued patronage and encouragement in all its future endeavours.

For and on behalf of the Board
For IL&FS INVESTMENT MANAGERS LIMITEDSd/-

CHITRANJAN SINGH KAHLON
CHAIRMAN
DIN: 02823501

Place : Mumbai
Date : May 30, 2026