IL&FS Investment Managers Ltd Directors Report

To The Shareholders of IL&FS Investment Managers Limited (IIML)

Your Directors have pleasure in presenting for your consideration and approval the Thirty-Ninth Annual Report with the Audited Financials of IIML for the year ended March 31, 2025

FINANCIAL ACHIEVEMENTS AND DIVIDEND

(Amount in RS Lakhs)

Particulars	Standalone	Standalone	Consolidated	Consolidated
	FY2024-25	FY2023-24	FY2024-25	FY2023-24
		(Restated)
Total Income	904.78	3,202.03	4,663.97	6,641.75
Profit/(Loss)	(156.37)	beforeTaxation 2,255.23	1,452.06	1,560.15
Provision for Taxation	61.34	4.31	38.94	355.57
Net Profit/(Loss) after Taxation	(217.71)	2,250.92	1,413.12	1,204.58
Total Comprehensive Income/(Loss)	(211.64)	2,254.85	2,582.99	1,302.49
Amount Transferred to General Reserves	NIL	NIL	NIL	NIL
Dividend per Equity Share(Face Value RS 2/- each)	RS0.28	RS0.70	RS0.28	RS0.70
Total Dividend Amount	RS 879.29	RS 2,198.20	RS 879.29	RS 2,198.20

The Board of Directors has recommended a final RS 0.28 per dividendof equity share of face value RS 2/- each for the financial year ended March 31, 2025, aggregating to RS 879.29 lakhs. In view of inadequacy of profits for the year, the dividend is proposed to be paid out of accumulated free reserves in accordance with the provisions of Section 123(1) of the Companies Act, 2013 and Rule 3 of the Companies (Declaration and Payment of Dividend) Rules, 2014. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting

REVIEW OF OPERATIONS

The escalating U.S.-China trade war presents both challenges and strategic opportunities to India. While global uncertainty and slower GDP growth (projected at 2.3% - 3% in 2025) may dampen external demand, India is proactively positioning itself by diversifying trade partnerships, increasing imports, and exploring new trade agreements. With China facing steep 245% U.S. tariffs and retaliating in kind, India could benefit from supply chain shifts and emerging investor interest as companies seek alternatives to Chinese manufacturing. By cutting tariffs and fostering a more open trade environment, India stands to enhance its export competitiveness and attract greater foreign investment amidst global realignment Indias economic outlook remains cautiously optimistic, underpinned by strong GDP growth, a sustained moderation in inflation, and a series of supportive policy initiatives. Measures such as interest rate cuts and targeted tax rebates have bolstered domestic consumption and enhanced investor confidence. In 2024, exit activity witnessed a significant upswing, reaching $ 33 billion ?€“ a 16% year-over-year increase ?€“ as investors took advantage of buoyant public markets and elevated valuations to realize gains on their portfolios

This momentum reflects a favorable macroeconomic and capital markets environment, which is expected to persist in the near term. As such, the current market conditions present a promising window for further divestment opportunities.

Asset managers may find this an opportune time to strategically and legally monetize remaining assets under management At IIML, the team continues to focus on divesting its current portfolio and return money to its investors. The developments at the Infrastructure Leasing & Financial Services Limited ("IL&FS") Group has had a negative impact on IIML and its brand equity. These developments have significantly impinged on IIMLs constituted IL&FS Board has again initiated the process to sell its holding in IIML. The process is underway On the debt side, IIML, through its subsidiary operates the Infrastructure Debt Fund ("IDF"). With its 5 closed ended schemes IIMLs joint venture with Government of Andhra Pradesh continues to bag new contracts and is implementing a slew of projects in the State of Andhra Pradesh On a consolidated basis, the Income from Operations of the Company for FY2025 was RS 2,907.57 lakhs and Other Income was RS 1,756.40 lakhs. Accordingly, the Total Income on a consolidated basis for FY2025 was RS 4,663.97 lakhs. The Total Expenses on consolidated basis were RS 3211.91 lakhs. The resultant ProfitBefore Tax and Exceptional Items on a consolidated basis for FY2025 was RS 1,452.06 lakhs On a standalone basis, the Total Income of the Company for FY2025 was RS 904.78 Lakhs and the Total Expenses for the year were RS 1061.15 Lakhs and the resultant Loss After Tax before other comprehensive income for FY2025 was RS 217.71 lakhs

MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments affecting the financial position of the Company, which have occurred from the end of the financial year for the Company to which the financial statement relates and till the date of the Directors Report

SUBSIDIARIES AND JOINT VENTURES

Your Company has Four Domestic Subsidiaries viz. 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 Subsidiaries viz. IL&FS Investment Advisors LLC (IIAL), Mauritius Two of the wholly owned subsidiaries namely - IL&FS Asian Infrastructure Managers Limited and IIML Asset Advisors Limited, merged into the Company with effect from July 26, 2024

Further, one of the Offshore Subsidiary i.e. IIML Fund Managers (Singapore) Pte Ltd has completed the necessary filings for striking off the entity with the Accounting and Corporate Regulatory Authority, Singapore (ACRA). The striking off of the entity was completed and was dissolved with effect from November 7, 2024 Your Company also has one Joint Venture Companiey viz. IL&FS Milestone Realty Advisors Private Limited. The other Joint Venture Company - Standard Chartered IL&FS Management (Singapore) Pte Limited, Singapore was struck off on February 20, 2025 As per Section 129(3) of the Companies Act, 2013 ("Act") and Regulation 33 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("SEBI LODR") the consolidated financial statements of the Company with its Subsidiaries forms part of the Annual Report The copies of the Audited Annual Accounts and other related documents of the Companys Subsidiaries can be sought by any shareholder of the Company or its Subsidiaries on making a written request to the Company Secretary in this regard. The Annual Accounts of the Subsidiary Companies are also available for inspection by any shareholder at the

Companys Registered Officeand are also uploaded on the Companys website athttps://iimlindia.com/subsidiary-accounts/

A separate statement pursuant to Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014 containing the salient features of the Financial Statements of the Companys Subsidiaries and Joint Ventures in Form AOC-1 is given as an Annexure to the Standalone Financial Statements

Performance and Financial position of the Subsidiaries and the Joint Venture Companies : IL&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. The objective of the PMDO Facility is to provide long tenure term loans to meet the debt requirements of urban infrastructure projects across cities in India The Total Income for FY2025 was RS 358.03 lakhs inclusive of Other Income of RS 29.08 lakhs. The Total Expenses of IUIML for the year were RS 228.91 lakhs and the resultant total comprehensive income was a profit of RS 117.13 lakhs

IL&FS Investment Advisors LLC :

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

The Total Income of IIAL for FY2025 was US$ 4.38 lakhs. The Total Expenses of IIAL for the year were US$ 1.28 lakhs and the resultant profit for the year was US$ 3.10 lakhs

Andhra Pradesh Urban Infrastructure Asset Management Limited :

The Company has set up a subsidiary namely, Andhra Pradesh Urban Infrastructure Asset Management Limited ("APUIAML") along with the Government of Andhra Pradesh. IIML and the Government of Andhra Pradesh hold 51% : 49% equity stake, respectively in APUIAML

APUIAML had been created with the objective to finance the Urban Local Bodies in the State of Andhra Pradesh. It is involved in integrated urban infrastructure project development and program management for the Urban Local Bodies and provides end to end solutions to them The Total Income of APUIAML for FY2025 was RS 1725.60 lakhs inclusive of Other Income of RS 18.05 lakhs. The Total Expenses for the year were RS 1696.53 lakhs and the resultant total comprehensive income for the year was RS 4.86 lakhs

IL&FS Infra Asset Management Limited :

IL&FS Infra Asset Management Limited ("IIAML") is the asset manager of the IL&FS Mutual Fund (IL&FS IDF) which is an Infrastructure Debt Fund as per SEBI Mutual Fund Regulations The Total Income of IIAML for FY2025 was RS 1325.58 lakhs and the total comprehensive income for the year was a profit

RS 816.75 lakhs

IL&FS AMC Trustee Limited :

IL&FS AMC Trustee Limited ("IATL") acts as the Trustee of the IL&FS IDF

The Total Income of IATL for FY2025 was RS 15.39 lakhs and the total comprehensive income for the year was a profit of

RS 1.20 lakhs

IL&FS Milestone Realty Advisors Private Limited :

IL&FS Milestone Realty Advisors Private Limited is a Joint Venture (JV) Company established with the objective of raising funds that would invest in income yielding assets. Since inception, the JV raised three funds and the Company has been able to successfully divest from all the investments of these three funds. Inspite of these successful divestment, the funds are not yet closed due to the pendency of the Income Tax matters with High Court, Mumbai

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr Susim Mukul Datta [DIN 00032812] ceased as an Independent Non-Executive Director of the Company w.e.f. April 1, 2024 due to end of his tenure on March 31, 2024, pursuant to Section 149(11) of the Companies Act, 2013. Consequently, Mr Datta also ceased to be the Chairman of the Company The Board of Directors approved the appointment of Mr Chitranjan Singh Kahlon [DIN 02823501] as the Independent Non-Executive Chairman of the Company w.e.f. April 1, 2024 till the end of his balance tenure i.e. August 27, 2028 which was approved by the Shareholders on June 25, 2024 through Postal Ballot The appointment of Mr Munish Saraogi [DIN 10422742] as an Independent Non-Executive Director of the Company for a period of five years to hold office from April 1, 2024 up to March 31, 2029 was also approved by the

25, 2024 through Postal Ballot

Ms Lubna Usman [DIN: 08299976] was the Non-Executive Director of the Company till December 31, 2024. She was redesignated as the Executive Director of the Company with effect from January 1, 2025 in capacity of Whole-time Director for the period of three years till December 31, 2027. Her appointment as Executive Director was approved by the shareholder on March 26, 2025 through Postal Ballot Mr Manoj Borkar, CEO & CFO of the Company superannuated with effect from December 31, 2024 and Ms Usman was appointed as CEO & CFO in his place with effect from January 1, 2025 Mr Sanjay Mitra, Company Secretary and Key Managerial Personnel of the Company resigned with effect from January 15, 2025. Mr Harish Agrawal was appointed as the Company Secretary with effect from February 24, 2025 Ms Priya Prempal Shetty [DIN 08858814] retires by rotation at the ensuing Annual General Meeting ("AGM") pursuant to the provisions of Section 149, Section 152 and Section 162 of the Act and has offered herself for re-appointment. A suitable resolution has been inserted in the Notice of AGM for her re-appointment

BOARD INDEPENDENCE

The Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI LODR. There has been no change in the circumstances affecting their status as Independent Directors of the Company

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met six times during the Financial Year ended March 31, 2025 and the gap between two meetings did not exceed 120 days. The meetings were held during the year on May 22, 2024, August 12, 2024, November 14, 2024, December 31, 2024, February 13, 2025 and February 14, 2025

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

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

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration paid to the Directors and the Senior Management is as per the Managerial Remuneration Policy of the Company. The Management Remuneration Policy is posted on the Companys website at : https://iimlindia.com/policies-guidelines/ and the brief details thereof are given in the Corporate Governance Report

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI LODR, the Board has carried out an annual performance evaluation of the Board and Committees thereof. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has four Committees viz. the Audit Committee, the Nomination & Remuneration Committee, the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee. During the year, all recommendations made by all the committees were accepted by the Board. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act : (a) in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper explanations relating to material departures; (b) that such accounting policies as mentioned in Note No. 2 of the Notes to the Annual Accounts have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of March 31, 2025 and of the Losses of the Company for the year ended on that date;

(c) proper and sufficient care has been taken 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) that the Annual Accounts are prepared on a going concern basis;

(e) that proper internal financialcontrols were in place and that the internal financial controls were adequate and were operating effectively; and (f) that proper systems were devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively

STATUTORY AUDITORS

M/s KKC & Associates LLP were appointed as the Statutory Auditors of the Company at the 38 th AGM of the Company held on August 30, 2024, for a term of five years from the conclusion of the 38 th AGM up to the conclusion of the 43 rd AGM, which will be held in 2029

SECRETARIAL AUDIT

The Company has appointed M/s Mehta & Mehta, a firm of Company Secretaries in Practice to undertake the Secretarial

Audit of the Company pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is attached herewith as Annexure 1(I) In accordance with Regulation 24A of the SEBI LODR Secretarial Audit Reports of APUIAML and IIAML, material unlisted subsidiaries of the Company are attached as Annexures 1(II) and 1(III), respectively

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported under Section

143(12) of the Act, any instances of fraud committed against the Company by its officers or employees to the

Committee of the Company

QUALIFICATIONS IN THE AUDITORS REPORT AND ITS EXPLANATIONS

The Statutory Auditors M/s KKC & Associates LLP have qualified the Standalone and Consolidated Financials of the

Company in their Statutory Audit Report

The explanations or comments by the Board on the Statutory Audit qualifications are as follows :

Statutory Auditors qualification and its explanation :

On Standalone Financials :

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

On Consolidated Financials :

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

Qualification by component auditor in Subsidiary Company: Andhra Pradesh Urban Infrastructure Asset Management

Limited (the Company) a. Qualification :

Pending Conversion of certain physical share certificates into dematerialised form, as required under Section 29(1A) read with Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 Explanation : The Company has obtained the ISIN and 51% of the total paid up share capital is held in dematerialized form and the rest of shareholder are holding share in physical form. The Company has since approached them to dematerialize their shareholding b. Qualification :

The Company has not appointed Independent Director as prescribed under Section 149(4) read with Section 149(6) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014

Explanation :

The Company has not appointed Independent Director as prescribed under Section 149(4) read with Section 149(6) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as it is an IL& FS group entity which has waiver from NCLT vide order dated April 26, 2019 from appointment of Independent Directors. c. Qualification : Non-appointment of a Chief Executive Officer and Chief Financial Officer following the resignation of incumbents, contravention of Section 203(1) read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Explanation :

The Company has appointed Chief Executive Officer on August 2, 2024 on deputation

203(1) read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has appointed ChiefFinancialOfficeron June 9, 2025, though the position was vacant as on March

31, 2025, which was in contravention of Section 203(1) read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Secretarial Auditors M/s Mehta & Mehta have qualified their Secretarial Audit Report

The explanations or comments by the Board on the Secretarial Audit qualifications are as follows :

Secretarial Auditors qualification and its explanation:

Qualification :

During the December quarter 2024, two subsidiaries financials results were not reviewed

Explanation :

Management certified results provided by the subsidiaries were consolidated results within the time lines for approval of quarterly results

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business. No Material Related Party Transactions were entered during the year by your

Company. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the

Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Act in Form AOC 2 is not applicable The disclosure of transactions with Related Parties is set out in Note No. 25 of the Standalone Financial Statements, forming part of the Annual Report

The Company has developed a Related Party Transactions Framework for the purpose of identification and approval of such transactions. The Policy on Related Party Transactions as approved by the Board has been uploaded on the Companys website and is available at : https://iimlindia.com/policies-guidelines/

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted a Corporate Social Responsibility ("CSR") Policy, which aims at nurturing socio-economic development, livelihood creation, quality education, empowerment of people, etc. with the primary goal of ensuring that benefits reach the targeted beneficiaries. The Company contributes to the social welfare schemes and/or Funds promoted by the Central or State Government(s)

The Annual Plan for CSR is approved at the start of each financial year. Reviews and/or modifications to the projects and allocations are undertaken periodically. The CSR Policy is posted on the Companys website at : https://iimlindia.com/ policies-guidelines/

The Composition of the CSR Committee is given in the Corporate Governance Report. The Annual Report on the CSR activities is attached herewith as Annexure 2

POLICY FOR PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has always been committed to providing safe and dignified work environment for its employees which is free of discrimination, intimidation and abuse. The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of complaints of any such harassment. The IL&FS group has also constituted an Internal Complaints Committee ("ICC") for all the group companies to redress the complaints under the Act. During the year, no complaints pertaining to the Company were received by the ICC and there were no cases pending for more than ninety days

MATERNITY BENEFIT ACT, 1961

Maternity Benefit Act, 1961 was applicable to the Company during the year under has availed the benefits during the period

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy/Vigil Mechanism for Employees and Directors to report instances of unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. During the year, no personnel has been denied access to the Audit Committee The details of the Whistle Blower Policy are provided in the Corporate Governance Report and also posted on the Companys website at : https://iimlindia.com/policies-guidelines/

RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS

Risk Management forms an integral part of the business of the Company. The Company has a Risk Management

Framework, which not only ensures timely identification of risks, analysis of the reasons for such risk, assessment of its impact but also adequate risk mitigation processes. The Risk Management Framework encompasses all areas of the Companys business including the Funds under its management. The Risk Management Framework ensures that all risks which could potentially threaten the existence of the Company are identified and risk mitigation is initiated in due time The Company has an adequate system of internal controls including financial

Statements, commensurate with the nature of its business and complexity of its operations to ensure accuracy of accounting records, compliance with all laws and regulations and compliance with all rules, processes and guidelines prescribed by the management

An extensive internal audit is carried out by an independent firm of Chartered Accountants. Post audit reviews are also carried out to ensure follow up on the observations made. The scope of the internal audit is determined by the Audit Committee and the Internal Audit Reports are reviewed by the Audit Committee on a regular basis

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient adherence to the Companys 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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in Note Nos. 5 & 6 of the Standalone Financial Statements

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under Section 197(12) of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors Report for the year ended March 31, 2025 and are attached as Annexure 3 and Annexure 4, respectively

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company does not own any manufacturing facility, the Energy Conservation and Technology Absorption particulars in the Companies (Accounts) Rules, 2014, are not applicable The particulars regarding foreign earnings and expenditure appear as Note Nos. 20(c) and 20(d) of the Notes to Accounts of the Standalone Financial Statements respectively

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows

	USD/SGD	INR (in RS )
Outflow	NIL	NIL
Inflow	89,672	74,99,697

DEPOSITS

Your Company has not accepted any deposits from the public for the year under consideration

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act are not required be maintained by the Company and accordingly such accounts and records are not maintained for FY 2024-25

CHANGE IN SHARE CAPITAL

During the year under review, pursuant to Scheme of Amalgamation approved by Honble NCLT, the authorised share capital of the Company increased from RS 65,00,00,000/- (Rupees Sixty Five Crores only) to RS 77,20,00,000/- (Rupees

Seventy Seven Crores Twenty Lakhs only) consequent upon merger of IL&FS Asian Infrastructure Managers Limited and IIML Asset Advisors Limited. There has been no change in the paid-up capital of the company.

UNPAID AND UNCLAIMED DIVIDEND

As per applicable provisions of the Act and Rules made thereunder, the Company will be obliged to transfer any money lying in the Unpaid Dividend Account, which remains unpaid or unclaimed for a period of seven years, to the credit of the Investor Education and Protection Fund ("IEPF"). Hence, shareholders who have not encashed their dividend should contact the Registrars of the Company for the same. Please note that the dividend paid for the year 2017-2018 is due for transfer to IEPF by October 30, 2025. Further, please note that the dividend paid for the year 2018-2019 is due for transfer to IEPF next year. During the year, the Company has transferred the unclaimed and unpaid dividends of RS 33,46,258/- for the year 2016-2017 to IEPF. The details of the outstanding unclaimed dividend and corresponding due dates for transfer to IEPF as on March 31, 2025 are as under :

Sr. No.	Particulars of Dividend	Amount (in RS )	Due Date for transfer to IEPF
1	Final Dividend 2017-2018	29,90,868.00	October 30, 2025
2	Final Dividend 2018-2019	15,49,436.10	December 1, 2026
3	Final Dividend 2019-2020	26,12,608.60	January 14, 2028
4	Final Dividend 2020-2021	14,65,019.60	December 3, 2028
5	Final Dividend 2021-2022	18,22,191.80	November 11, 2029
6	Final Dividend 2022-2023	33,39,949.60	October 26, 2030
7	Final Dividend 2023-2024	37,23,985.20	October 31, 2031

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at : https://iimlindia.com/annual-reports-2/

SECRETARIAL STANDARDS

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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 financialand operational) as and when they become due

GENERAL DISCLOSURES

Neither the Chairman nor the CEO & CFO of your Company received any remuneration or commission from any of the subsidiary of your Company Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these 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 Companys 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

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank the Investors of the Funds under management, shareholders, employees, bankers, Reserve Bank of India, Securities and Exchange Board of India, other Regulatory authorities for their co-operation and continued support to the Company. We look forward to their continued patronage and encouragement in all our future endeavours

	For and on behalf of the Board
Place: Mumbai	CHITRANJAN SINGH KAHLON
Date : July 18, 2025	CHAIRMAN