July 27, 2023

The Manager The Manager

The Listing Department The Listing Department
National Stock Exchange Limited Bombay Stock Exchange Limited
Exchange Plaza, 5th Floor , Plot No. C/1, Phiroze Jeejeebhoy Towers
G Block, Bandra-Kurla Complex, Bandra (E) Dalal Street
Mumbai 400 051 Mumbai 400 023

NSE Symbol : IVC

BSE Security Code : 511208
ISIN : INE050B01023

Re : Annual Report for the year ended March 31, 2023

Dear Sir :

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), 2015,
we send herewith copy of the Annual Report of the Company for the year ended March 31, 2023

Kindly acknowledge receipt of the same

Thanking you,

Yours sincerely,
SANJAY
Digitally signed by SANJAY MITRA
DN: c=IN, postalCode=400086, st=MAHARASHTRA,
street=MUMBAI, l=MUMBAI, o=Personal,
serialNumber=f149a39d18dec635f880320c371a8d443205eb97ec
4c1c140d8db982e6891be1,

MITRA
pseudonym=53652c16bc0a45ba8201542044ce643a,
2.5.4.20=d95c606b6af3654e17920c9bcc4c4fdd0a5a968bab31121
e02cb8404e42a4e14, email=SANJAY.MITRA@ILFSINDIA.COM,
cn=SANJAY MITRA
Date: 2023.07.27 13:38:47 +05'30'

Sanjay Mitra
Company Secretary

Encl: a/a
Annual Report
2023
CONTENTS

Corporate Information 1
Directors’ Report 2
Annexures to the Directors’ Report 10
Management Discussion and Analysis 24
Corporate Governance Report 27

STANDALONE FINANCIALS

Auditors’ Report 47
Balance Sheet 56
Statement of Profit and Loss 57
Cash Flow Statement 59
Notes Forming part of Financial Statements 61
Form AOC - 1 93

CONSOLIDATED FINANCIALS

Auditors’ Report 95
Balance Sheet 103
Statement of Profit and Loss 104
Cash Flow Statement 107
Notes Forming part of Financial Statements 109

NOTICE 144
CORPORATE INFORMATION

BOARD OF DIRECTORS Mr Susim Mukul Datta

Chairman

Mr Chitranjan Singh Kahlon

Mr Nand Kishore

Mr Kaushik Modak

Ms Priya Shetty

Ms Lubna Usman

CHIEF EXECUTIVE OFFICER & Mr Manoj Borkar

CHIEF FINANCIAL OFFICER

COMPANY SECRETARY Mr Sanjay Mitra

BANKERS HDFC Bank Limited

STATUTORY AUDITORS KKC & Associates LLP

Chartered Accountants

SECRETARIAL AUDITORS M/s Mehta & Mehta

Company Secretaries

INTERNAL AUDITORS M/s N A Shah Associates LLP

Chartered Accountants

REGISTRARS & SHARE Link Intime India Private Limited

TRANSFER AGENTS C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083, India
Tel : + 91 8108116767 Fax : +91 22 4918 6060

REGISTERED OFFICE The IL&FS Financial Centre, Plot No C-22, G Block

Bandra Kurla Complex, Bandra (East), Mumbai 400 051, India
Tel : +91 22 2653 3333

CIN L65999MH1986PLC147981

IL&FS Investment Managers Limited

Limited 1
DIRECTORS’ REPORT

To The Shareholders of IL&FS Investment Managers Limited

Your Directors have pleasure in presenting for your consideration and approval the Thirty-Seventh Annual Report with the Audited
Financials of the Company (“IIML”) for the year ended March 31, 2023

FINANCIAL ACHIEVEMENTS AND DIVIDEND

For the year For the year For the year For the year
ended ended ended ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
(` mn) (` mn) (` mn) (` mn)

Particulars Standalone Standalone Consolidated Consolidated

Total Income 352.12 243.45 755.13 574.24

Profit/(Loss) before Taxation 236.22 120.40 216.17 152.64

Provision for Taxation (3.88) (4.57) 46.19 21.48

Net Profit/(Loss) after Taxation 240.10 124.97 169.97 131.15

Total Comprehensive income/(loss) for the year 244.86 126.14 233.14 157.55

The Company does not propose to transfer any amount to the General Reserves

DIVIDEND
Your Directors recommend a Final Dividend of ` 0.80 per equity share of the Face Value of ` 2/- each. The total amount of Dividend is
` 251.23 mn

REVIEW OF OPERATIONS
The year 2022 saw a global tempering of the peak activity witnessed in 2021, triggered by tightening monetary policies across US
and European markets as economies emerged from a Covid-19 induced suppression in economic activity. Countries coped with high
inflationary pressures on the back of an extended loan moratorium, Covid-19 stimulus, and supply-demand gaps. These gaps were
exacerbated by the mounting geopolitical tensions (Russia-Ukraine conflict, US-China decoupling), which led to trade sanctions and
global shortages. Resulting market volatilities cast a shadow over global private equity and venture capital (PE-VC) activity, with
investments declining by 15% to 30% across regions

Indian PE-VC investments surpassed $60 bn for a third time, as India demonstrated some resilience in the face of global headwinds.
Investment value closed at $61.6 bn, with a moderate decline of 12% from 2021’s peak of $69.8 billion, supported by a positive economic
outlook, driven by structural enablers such as large consumption opportunity and improved digital infrastructure. Amid a significant
contraction in the region, India’s share of PE-VC investments in Asia-Pacific strengthened from less than 15% to approximately 20%

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. This also
resulted in certain fund investors terminating certain management contracts. These developments have significantly impinged on IIML’s
business plans for revenue growth. The newly constituted IL&FS Board has initiated the process to sell its holding in IIML. However, we
have received communication from IL&FS that their current bid process has not resulted in any bidder for IIML. This has impacted the
revival of the business. IIML expects that IL&FS would explore other options for selling its stake in IIML

On the debt side, IIML, through its subsidiary operates the Infrastructure Debt Fund (“IDF”). The IDF has closed ended schemes and
AUM as of March 31, 2023 was ` 1,348.78 crores

IIML’s joint venture with Government of Andhra Pradesh performed very well during the year which is reflected in their financials. This
joint venture 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 FY2023 was ` 644.46 mn and Other Income was ` 110.68 mn.
Accordingly, the Total Income on a consolidated basis for FY2023 was ` 755.13 mn. The Total Expenses on consolidated basis were
` 570.89 mn. The resultant Profit Before Tax and Exceptional Items on a consolidated basis for FY2023 was ` 216.17 mn

On a standalone basis, the Total Income of the Company for FY2023 was ` 352.12 mn and the Total Expenses for the year were
` 115.90 mn and the resultant Profit After Tax before other comprehensive income for FY2023 was ` 240.10 mn. This indudes
` 260.48 mn as Dividend from its subsidiaries & associates

2 Annual Report 2023

DIRECTORS’ REPORT

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 Six Domestic Subsidiaries viz. IL&FS Asian Infrastructure Managers Limited, IL&FS Urban Infrastructure Managers
Limited, IIML Asset Advisors Limited, Andhra Pradesh Urban Infrastructure Asset Management Limited, IL&FS Infra Asset Management
Limited and IL&FS AMC Trustee Limited and two Offshore Subsidiaries viz. IL&FS Investment Advisors LLC, Mauritius and IIML Fund
Managers (Singapore) Pte Ltd, Singapore

Your Company also has two Joint Venture Companies viz. Standard Chartered IL&FS Management (Singapore) Pte Limited, Singapore
and IL&FS Milestone Realty Advisors Private Limited

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 Company’s 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 Company’s Registered Office and are
also uploaded on the Company’s website at http://www.iimlindia.com/financials_SubsidiaryCompanies.aspx

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 Company’s 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 Asian Infrastructure Managers Limited and IIML Asset Advisors Limited :
The Board at its meeting held on February 14, 2022, had approved the Scheme of Amalgamation for the amalgamation of two of its
wholly owned subsidiaries, namely, IL&FS Asian Infrastructure Managers Limited (“IAIML”) and IIML Asset Advisors Limited (“IAAL”) with
the Company

The amalgamation will require the approval of the shareholders of the Company and National Company Law Tribunal (“NCLT”) and any
other stakeholder as directed by NCLT. In addition to that, this amalgamation will also need to comply with the NCLT approved IL&FS
restructuring process applicable to IL&FS Group Companies. The process of amalgamation is underway

IAIML was set up to manage the Pan Asia Project Development Fund, India (the Fund). The Fund, having a corpus of ` 1125 mn,
invested across seven investments. Six of these investments have been divested and the balance one investment is partially divested.
IAIML is working actively to fully divest from the residual investment of the Fund

The Total Income of IAIML for FY2023 was ` 2.60 mn. The Total Expenses of IAIML for the year were ` 0.16 mn and the resultant total
comprehensive income was a profit of ` 1.73 mn

The Total Income of IAAL for FY2023 was ` 5.75 mn. The Total Expenses of IAAL for the year were ` 0.21 mn and the resultant total
comprehensive income was a profit of ` 5.16 mn

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

On representation the consortium member lenders of the PMDO Facility have agreed to pay management fee(s) in relation to the NPA(s)
accounts which will boost its revenues and help in sustaining its operations

The Total Income for FY2023 was ` 45.77 mn inclusive of Other Income of ` 0.80 mn. The Total Expenses of IUIML for the year were
` 43.60 mn and the resultant total comprehensive income was at a loss of ` 1.58 mn

IL&FS Investment Advisors LLC :

IL&FS Investment Advisors LLC, Mauritius (“IIAL”) acts as the Investment Manager to Tara India Fund III LLC and Saffron India Real
Estate Fund

IL&FS Investment Managers Limited

Limited 3
DIRECTORS’ REPORT

The Total Income of IIAL for FY2023 was US$ 0.20 mn. The Total Expenses of IIAL for the year were US$ 0.32 mn and the resultant loss
for the year was US$ 0.12 mn

IIML Fund Managers (Singapore) Pte Ltd :

IIML Fund Managers (Singapore) Pte Ltd (“IFMSPL”) was incorporated for the purposes of managing funds from Singapore. The Board
has decided to exit the Company’s investment in IFMSPL, by means of either strike off/voluntary winding up application to the Accounting
and Corporate Regulatory Authority, Singapore (ACRA) after complying with the applicable regulatory requirements of Singapore and
India

The Total Income of IFMSPL for FY2023 was NIL. The Total Expenses of IFMSPL for the year were US$ 0.01 mn and the resultant loss
for the year was US$ 0.01 mn

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 Company is currently handling projects of around ` 132 bn

The Total Income of APUIAML for FY2023 was ` 446.91 mn inclusive of Other Income of ` 5.11 mn. The Total Expenses for the year
were ` 342.44 mn and the resultant total comprehensive income for the year was ` 82.19 mn

IL&FS Infra Asset Management Limited :

IL&FS Infra Asset Management Limited (“IIAML”) is the asset manager of the IL&FS Mutual Fund which is an IDF as per SEBI Mutual
Fund Regulations. Its AUM as of March 31, 2023 stands at ` 1,348.78 crore across 5 schemes

The Total Income of IIAML for FY2023 was ` 162.40 mn and the total comprehensive income for the year was a profit of ` 77.05 mn

IL&FS AMC Trustee Limited :

IL&FS AMC Trustee Limited (“IATL”) acts as the Trustee of the IDF. The Total Income of IATL for FY2023 was ` 1.63 mn and the total
comprehensive income for the year was a profit of ` 0.50 mn

Standard Chartered IL&FS Management (Singapore) Pte Limited :

Standard Chartered IL&FS Management (Singapore) Pte Limited, is a 50:50 Joint Venture Company established with the Standard
Chartered Bank to manage the Standard Chartered IL&FS Asia Infrastructure Growth Fund. The Fund has completed divestments from
all its investments and the Fund is wound up. Applications have been made to the Reserve Bank of India for closure of this entity. The
process will be initiated after receipt of regulatory approvals

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr Nand Kishore [DIN 08267502] 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

The Board of Directors on May 30, 2023 approved the re-appointment of Mr Chitranjan Singh Kahlon [DIN 02823501] as an Independent
Non-Executive Director for a second term of five consecutive years from August 28, 2023 to August 27, 2028, subject to the approval of
the shareholders

The Board recommends the re-appointment of Mr Chitranjan Singh Kahlon as an Independent Non-Executive Director for a second term
of five consecutive years

Pursuant to Section 203 of the Act, the Company has designated Mr Manoj Borkar, Chief Executive Officer & Chief Financial Officer and
Mr Sanjay Mitra, Company Secretary as the Key Managerial Personnel of the Company

There have been no changes in the Directors and Key Managerial Personnel of the Company other than the above during the year under
review

4 Annual Report 2023

DIRECTORS’ REPORT

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, 2023 and the gap between two meetings did not
exceed 120 days. The meetings were held during the year on May 5, 2022, May 30, 2022, August 12, 2022, November 11, 2022,
February 13, 2023 and March 10, 2023

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 Company’s website at : https://
www.iimlindia.com/Policies.aspx 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, 2023, the Board had four Committees : 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, 2023, the applicable Accounting Standards have been
followed along with proper explanations relating to material departures, if any;
(b) that such accounting policies as mentioned in Note 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, 2023 and of the Profit 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 financial controls 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 33rd AGM of the Company held on
September 30, 2019, for a term of five years from the conclusion of the 33rd AGM upto the conclusion of the 38th AGM

M/s KKC & Associates LLP have confirmed that their appointment continues to satisfy the criteria specified in Section 141 of the Act and
Regulation 33 of the SEBI LODR

IL&FS Investment Managers Limited

Limited 5
DIRECTORS’ REPORT

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, 2023 is attached herewith as an
Annexure 1(I)

According to Regulation 24A of the SEBI LODR every listed entity and its material unlisted subsidiaries incorporated in India shall
undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in
such form as may be specified. Accordingly, Secretarial Audit reports of APUIAML and IIAML are attached as Annexure 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 Audit 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 1 :

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 Company) and
re-opening of books of accounts of IL&FS and its two subsidiaries (other than the Company) by the NCLT, the Auditors are unable to
comment on the consequential impact(s) upon conclusion of the said investigation and re-opening of the books of account on these
Standalone Financial Statements

Explanation 1 :

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 matters are concluded and
hence are not determinable at this stage

On Consolidated Financials :
Qualification 1 :

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 Company) and re-
opening of books of accounts of IL&FS and its two subsidiaries (other than the Group and its joint ventures) by the NCLT, the Auditors
are unable to comment on the consequential impact(s) upon conclusion of the said investigation and re-opening of the books of account
on these Consolidated Financial Statements

Explanation 1 :

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 matters are concluded and
hence are not determinable at this stage

Qualification 2 :

One of the material subsidiaries of the Company and one of the joint venture company has not conducted its Board Meeting for approval
of its Annual Audited Financial Results. As per provisions of Regulation 33(3)(h) of the SEBI LODR, a Listed Company needs to ensure
that at least eighty percent of its consolidated revenue and profits should be subjected to audit. The Company has not met this requirement

6 Annual Report 2023

DIRECTORS’ REPORT

Explanation 2 :

The relevant material subsidiary is a Joint Venture with the State Government. The Board of this subsidiary comprises of Nominee
Directors of the State Government. Though the financials of this subsidiary have been audited by their Statutory Auditors, the Board
Meeting could not be held as the Nominee Directors of the State Government were busy. The Board Meeting for the Joint Venture
Company could not be held due to non-finalisation of the financial statements. We do not believe this would have any material impact on
the financial statements of the Company

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 Company’s website and is
available at : https://www.iimlindia.com/Policies.aspx

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 Company’s website at : https://www.iimlindia.com/Policies.aspx

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

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 Company’s 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 Company’s website
at : https://www.iimlindia.com/Policies.aspx

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 Company’s 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 controls with reference to 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

IL&FS Investment Managers Limited

Limited 7
DIRECTORS’ REPORT

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 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

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, 2023 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 is as follows :

USD INR

Outflow - -

Inflow 223,179 18,155,248

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 to be maintained
by the Company and accordingly such accounts and records are not maintained for FY 2022-23

CHANGE IN SHARE CAPITAL

There has been no change in the share 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 2015-2016 is due for transfer to the IEPF by October 13, 2023. Further, please
note that the dividend paid for the year 2016-2017 is due for transfer to the IEPF next year

During the year, the Company has transferred the unclaimed and unpaid dividends of ` 6,274,308/- for the year 2014-2015 to the IEPF.
The details of the outstanding unclaimed dividend and corresponding due dates for transfer to the IEPF as on March 31, 2023 are as
under :

8 Annual Report 2023

DIRECTORS’ REPORT

Sr. No. Particulars of Dividend Amount (in `) Due Date for transfer to the IEPF

1 Final Dividend 2015-2016 5,710,766.40 October 13, 2023

2 Final Dividend 2016-2017 3,389,753.40 November 8, 2024

3 Final Dividend 2017-2018 3,047,262.00 October 30, 2025

4 Final Dividend 2018-2019 1,578,804.00 December 1, 2026

5 Final Dividend 2019-2020 2,687,256.80 January 14, 2028

6 Final Dividend 2020-2021 1,511,582.10 December 3, 2028

7 Final Dividend 2021-2022 1,870,477.40 November 11, 2029

ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company’s
website at : https://www.iimlindia.com/annual_reports.aspx

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”. Our 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

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

SUSIM MUKUL DATTA

CHAIRMAN

Place : Mumbai

Date : May 30, 2023

IL&FS Investment Managers Limited

Limited 9
Annexure 1(I) to the Directors’ Report

FORM MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
{Pursuant to Section 204(1) of the Companies Act, 2013 and rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014}

To,
The Members,
IL&FS Investment Managers Limited,
The IL&FS Financial Centre,
Plot No. C - 22, G Block,
Bandra Kurla Complex,
Bandra (East), Mumbai - 400051.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by IL&FS Investment Managers Limited, (hereinafter called “the Company”). Secretarial audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conduct / statutory compliance and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minutes books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on
March 31, 2023, complied with the statutory provisions listed here under and also that the Company has proper Board processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on March 31, 2023, according to the provisions of:

(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings (during the period under review not applicable to the
Company);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (during the
period under review not applicable to the Company);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (during
the period under review not applicable to the Company);

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (during the
period under review not applicable to the Company);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client (during the period under review not applicable to the Company);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (during the period under review
not applicable to the Company);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (during the period under review not
applicable to the Company);

10 Annual Report 2023

Annexure 1(I) to the Directors’ Report

We have examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India;

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above except

Independent Directors have not been appointed on the Board of Directors of Unlisted Material Subsidiary as required under
Regulation 24(1) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The default with respect to the
appointment of the Independent Director is waived by the NCLT order No 3638/2018 dated April 26, 2019.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of the Non-Executive Directors and Independent Directors.
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance
with the provisions of the Act.

Adequate notices are given to all Directors to schedule the Board / Committee Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.

Board / Committee decisions were carried through requisite majority while the dissenting members’ views, if any, are captured and
recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company had the following specific event / action having a major bearing on the
Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

The Board of Directors at its meeting held on May 30, 2022 proposed the final dividend for the financial year 2021-22 at the rate
of ₹ 40 paise per share of Face Value of ₹ 2/- each which was subsequently approved by the Members of the Company at their
Annual General Meeting held on September 07, 2022.

For Mehta & Mehta,

Company Secretaries
(ICSI Unique Code P1996MH007500)

Atul Mehta
Partner
FCS No: 5782
CP No: 2486

Place: Mumbai

Date: May 30, 2023

UDIN: F005782E000420119

Note: This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part of this report.

IL&FS Investment Managers Limited

Limited 11
 Annexure 1(I) to the Directors’ Report

Annexure A

To,
The Members,
IL&FS Investment Managers Limited,
The IL&FS Financial Centre,
Plot No. C - 22, G Block,
Bandra Kurla Complex,
Bandra (East), Mumbai - 400051.
Our report of even date is to be read along with this letter.

1) Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.

2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4) Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.

5) The compliance of the provisions of corporate laws, rules, regulations, standards is the responsibility of management. Our
examination was limited to the verification of procedures on test basis.

6) As regard the books, papers, forms, reports and returns filed by the Company under the provisions referred in Secretarial
Audit Report in Form MR-3, the adherence and compliance to the requirements of the said regulations is the responsibility of
management. Our examination was limited to checking the execution and timeliness of the filing of various forms, reports, returns
and documents that need to be filed by the Company with various authorities under the said regulations. We have not verified the
correctness and coverage of the contents of such forms, reports, returns and documents.

7) The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.

For Mehta & Mehta,

Company Secretaries
(ICSI Unique Code P1996MH007500)

Atul Mehta
Partner
FCS No: 5782
CP No.: 2486

Place: Mumbai

Date: May 30, 2023

UDIN: F005782E000420119

12 Annual Report 2023

Annexure 1(II) to the Directors’ Report

FORM MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members,
ANDHRA PRADESH URBAN INFRASTRUCTURE ASSET MANAGEMENT LIMITED
CIN: U65999AP2016PLC103663
D.No: 4TH FLOOR, NTR ADMINISTRATIVE BLOCK,
RTC HOUSE PANDIT NEHRU BUS STATION,
VIJAYAWADA, KRISHNA AP 520013

I/We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by ANDHRA PRADESH URBAN INFRASTRUCTURE ASSET MANAGEMENT LIMITED having CIN
U65999AP2016PLC103663 (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me/us a
reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on my/our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by
the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct
of secretarial audit, I/We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended
on 31st March, 2023:

As the company is an unlisted company, and as per our observation the company had initiated proper Board-processes and compliance
mechanism which is in place, to the extent, in the manner and subject to the reporting made hereinafter.

I/We have examined the books, papers, minute books, forms and returns filed and other records maintained by Andhra Pradesh Urban
Infrastructure Asset Management Limited for the financial year ended on 31st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) viz.,
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;
(h) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018; and
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(vi) Insurance Regulatory and Development Authority of India (Payment of Commission) Regulations, 2023
(vii) IRDAI (Registration of Corporate Agents) Regulations, 2015
The management has identified and confirmed the following laws as specifically applicable to the company.
(viii) Other applicable laws like:
(a) The Payment of Wages Act, 1936;
(b) The Minimum Wages Act, 1948;
(c) Employees’ state insurance Act, 1948;

IL&FS Investment Managers Limited

Limited 13
 Annexure 1(II) to the Directors’ Report

(d) The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
(e) Airport Authority of India (Amendments) Act, 2003;
(f) The payment of bonus act, 1965;
(g) The payment of gratuity act, 1972;
(h) The contract labour (Prohibition & Regulation) act, 1970;
(i) The maternity benefit act, 1961;
(j) The child labour (prohibition & regulation) Act, 1986;
(k) The industrial employment (standing order) Act, 1946
(l) The employees’ compensation act, 1923;
(m) Equal remuneration act, 1923;
(n) And other applicable commercial and statutory and regulatory laws

I/we have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards with regard to meeting of board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of
Company Secretaries of India.
(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreements entered by the Company
with Bombay Stock Exchange, BSE Limited and National Stock Exchange of India Limited (NSE), if applicable; the company was
not listed thus Not applicable.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above subject to the following observations under companies act, 2013 and Amendments there of:

I/we further report that there are adequate systems and processes in the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines: -

1. In respect of issue of further shares, company did not pass a special resolution before allotting shares to persons other than
existing members. This is a non-compliance of section 62 of the Companies Act, 2013. Not applicable to company as further
shares was not issued.

2. Whereas in terms of the provisions of Section 149(4) & 149(5) of the Companies Act, 2013 read with rule 4 of the Companies
(Appointment and Qualification Of Directors) Rules, 2014 and listing agreement, the Company was required to appoint Independent
Directors on the Board of the Company. The Company had complied with the same.

3. Where as in terms of the provisions of Section 149(1) of the Companies Act, 2013 read with rule 3 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, the Company was required to appoint at least one Women Director on the Board of the
Company latest by 31st March, 2023, the Company had complied with the same.

4. Whereas in terms of the provisions of Section 177(1) of the Companies Act, 2013 read with rule 6 of the Companies (Meetings of
Board and Its Powers) Rules, 2014, the Company was required to constitute an Audit Committee of the Board, the Company had
complied with the same.

5. Whereas in terms of the provisions of Section 178(1) of the Companies Act, 2013 read with rule 6 of the Companies (Meetings
of Board and Its Powers) Rules, 2014 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Company was required to constitute a Nomination & Remuneration Committee of the Board, the Company had complied
with the same

6. Whereas in terms of the provisions of Section 203 of the Companies Act, 2013, the Company was required to have certain Key
Managerial Personnel (KMP). The Company had appointed a Company Secretary and a Chief Financial Officer (CFO) in terms of
the provisions of Section 204 of the Companies Act, 2013.

7. Whereas in terms of the provisions of section 138 of the Companies Act, 2013 the Company had appointed Internal Auditor during
the year.

8. The Company has not obtained any loans or secured any loans from Banks / any other financial institutions. Hence, there are no
charges.

14 Annual Report 2023

Annexure 1(II) to the Directors’ Report

9. As per sub section 4 of the section 149 of the companies act, 2013 read with sub rules (1) of rule 4 of the companies (appointment
and qualifications of directors) rules, 2014, every public company having a paid-up share capital of Rs. 10 crores or more; or
turnover of Rs 100 crores or more; or having in aggregate outstanding loans, debentures and deposit exceeding Rs. 50 crores
shall have at least minimum two independent directors in the term of section 177 of the companies act, 2013 the audit committee
shall consist of minimum three directors (with independent directors forming a majority). However, the company has partly complied
with the provisions of section 149 and the section 177 in respect of the appointment of independent directors forming a majority
respectively. We have been intimated that the second independent directors appointment is in the process along with reconstitution
of the committees. Was further directed that the best of efforts should be made to appoint more independent and women director
in each company, so as not deprive of their participation in the board. We have also been provided the documentary proof
as judgement debtor that the Mumbai bench of National Company Law Tribunal in the matter of Union of India, Ministries Of
Corporate Affairs Vs Infrastructure Leasing & Financial Services Limited & Othrs., in MA 1054 of 2019 in CP.NO. 3638/2018 vide
its Order dated on 26/04/2019, in exercise of powers under section 242 (2) (4), granted dispensation regarding the appointment of
independent directors and women directors to Infrastructure Leasing & Financial Services Limited (the ultimate holding company of
this company) and IL&FS group companies

I/we further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors,
Independent Director and Women Director. The changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven
days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting.

All the decisions of the Board and Committees thereof were carried with requisite majority. Majority decision is carried through while the
dissenting members’ views are captured and recorded as part of the minutes. Observations or comments of the members of the board
were appropriately recorded in the minutes.

I/we further report that based on the review of the compliance mechanism established by the company and based on Compliance
certificate(s) issued by various departments and taken on record by the Board of Directors at their meetings, we are of the opinion that
there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and
ensure compliance with applicable laws, rules, regulations, and guidelines.

I/We further report that the Company had obtained the IRDAI permission by complying the provision for being as the corporate agent for
the insurance company. The Company has altered its articles and then the company has obtained the Certificate of Registration (CoR)
from Insurance Regulatory and Development Authority of India (IRDAI) vide CoR No: CA0851 to act as Corporate (Composite)
Agent for a period from March 28, 2023 to March 27, 2026.

As per IRDAI norms, Half Yearly /Yearly Return(s) to the IRDAI need to be submitted within one month from the date of closure of
Half Year / Financial Year. However, IRDAI has extended till 30th June 2023 for the compliances of Half Yearly/ Yearly Returns to be
submitted and complied. It was observed that the Company, as a Corporate Agent, has not yet started its insurance business operations
till 31st March 2023.

Place: VIJAYAWADA

Date: 24-05-2023 CS. HEMACHAND KODE

COMPANY SECRETARY IN PRACTICE

ACS: 35463
CPNO: 13416
UDIN NO: A035463E000372096

This report is to be read with our letter of even date which is annexed as Annexure-1 and forms an integral part of this report.

IL&FS Investment Managers Limited

Limited 15
 Annexure 1(II) to the Directors’ Report

ANNEXURE-1

To,
The Members,
ANDHRA PRADESH URBAN INFRASTRUCTURE ASSET MANAGEMENT LIMITED
CIN: U65999AP2016PLC103663
D.No: 4TH FLOOR, NTR ADMINISTRATIVE BLOCK,
RTC HOUSE PANDIT NEHRU BUS STATION,
VIJAYAWADA, KRISHNA AP 520013

Auditor’s responsibility
Based on audit, our responsibility is to express an opinion on the compliance with the applicable laws and maintenance of records by the
Company. We conducted our audit in accordance with the auditing standards CSAS 1 to CSAS 4 (“CSAS”) prescribed by the Institute of
Company Secretaries of India (“ICSI”). These standards require that the auditor complies with statutory and regulatory requirements and
plans and performs the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk that some
misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance
with the CSAS. Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an
opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company and for
which we relied on the report of statutory auditor.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards are the responsibility of
management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the company.

Place: VIJAYAWADA

Date: 24-05-2023 CS. HEMACHAND KODE

COMPANY SECRETARY IN PRACTICE

ACS: 35463
CPNO: 13416
UDIN NO: A035463E000372096

16 Annual Report 2023

Annexure 1(III) to the Directors’ Report

FORM NO. MR-3

SECRETARI2AL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2023
[Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 read with Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members,
IL&FS Infra Asset Management Limited,
The IL&FS Financial Centre, 8th Floor,
Plot C-22, G Block, Bandra Kurla Complex,
Bandra (East), Mumbai – 400 051

I have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to the good corporate
practices by IL&FS Infra Asset Management Limited (CIN: U65191MH2013PLC239438) (hereinafter called “the Company”). Secretarial
Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.

Based on my verifications of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st
March, 2023 (hereinafter called the ‘Audit Period’), complied with the statutory provisions listed here under and also that the Company
has proper Board processes and compliance – mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial
year ended on 31st March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder.
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder.
(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings: Not Applicable to the Company during the Audit
Period
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011: -
Not Applicable to the Company during the Audit Period
ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

iii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009: - Not
Applicable to the Company during the Audit Period

iv. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999:- Not Applicable to the Company during the Audit Period

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008: - Not Applicable to
the Company during the Audit Period

vi. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client: - Not Applicable to the Company during the Audit Period

vii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and - Not Applicable to the
Company during the Audit Period

viii. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; - Not Applicable to the Company
during the Audit Period

IL&FS Investment Managers Limited

Limited 17
Annexure 1(III) to the Directors’ Report

(vi) The Company has identified the following laws and regulations as specifically applicable to the Company:
(a) The Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
(b) The Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012 – The Company is yet to
commence the business of Alternative Investments Funds
(vii) I have also examined compliances with the applicable clauses of the following:
(i) Secretarial Standards issued by the Institute of Company Secretaries of India.
(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above to the extent applicable.
I further report that
• The Board of Directors of the Company was duly constituted during the year with the proper balance of Executive, Non-Executive
and Independent Directors. For a public limited company it is mandatory to have minimum 3 Directors. To this extent the Company
was compliant with the said provision. There were no changes in the composition of the Board of Directors that took place during
the period under review and they were carried out in compliance with the provisions of the Act. The remunerations details paid to
the Directors and the KMP’s have been properly disclosed.
• Pursuant to para VII (1) of Schedule IV to the Act, the Independent Directors are required to hold at least one meeting without the
attendance of Non-Independent Directors and members of management. The process and provisions were duly complied
• During the period under review, following changes took place in the Key Managerial Personnel viz Company Secretary and Chief
Financial Officer.
Ms. Payal Bhimrajka, resigned as the Company Secretary of the company with effect from 04th February, 2022. As per
Section 203(4) of the Companies Act, 2013, the position of the Company Secretary shall be filled up by the Board within a period
of six months from the date of the vacancy and hence Ms. Sweta Shah, was appointed on 26th April, 2022 as the Company
Secretary of the Company to fill up the vacancy.
Ms. Sweta Shah, resigned as the Company Secretary of the company with effect from 17th November, 2022. As per
Section 203(4) of the Companies Act, 2013, the position of the Company Secretary shall be filled up by the Board within a period
of six months from the date of the vacancy and hence the Board will be making an appointment within stipulated time to fill up the
vacancy.
Ms. Suchita Prashant Shah resigned as Chief Financial Officer of the Company with effect from 30th March, 2022. As per
Section 203(4) of the Companies Act, 2013, the position of the Chief Financial Officer shall be filled up by the Board within a period
of six months from the date of the vacancy and hence Mr. Nilesh Rameshchandra Mistry, was appointed with effect from 29th
September, 2022 as the Chief Financial Officer of the Company to fill up the vacancy. The Company is in Compliance with the
above requirement within the stipulated time.
The Company is in process of Compliance with the above requirement.
• Adequate notices were given to all Directors to schedule the Board Meetings, Agenda and detailed notes on agenda were sent at
least seven days in advance for meetings, and a system exist for seeking and obtaining further information and clarification on the
agenda items before the meeting and for meaningful participation at the meeting.
• All decisions at the Board Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of
Directors.
• The Company has obtained the approval of the shareholders at the Adjourned Annual General Meeting held on 03rd August, 2022,
original being dated on 27th July, 2022, in respect of the following matters:
i. Approving of excess remuneration of Mr. Jignesh Ramesh Shah, Managing Director and Chief Executive Officer of the
Company for the period from 1st April, 2021 to 31st March, 2022 (by special resolution)
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Nupur Mimani
Practicing Company Secretary
ACS No. 37847
CP No. 16805
UDIN: A037847E000138277

Place : Kolkata
Date : 19th April, 2023
Note: This report is to be read with my letter of even date which is annexed as ‘Annexure-A’ and forms an integral part of this report.

18 Annual Report 2023

Annexure 1(III) to the Directors’ Report

Annexure A

To,
The Members,
IL&FS Infra Asset Management Limited,
The IL&FS Financial Centre, 8th Floor,
Plot C-22, G Block, Bandra Kurla Complex,
Bandra (East), Mumbai – 400 051

My report of even date is to be read with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an
opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of
the contents of Secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial
records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of accounts of the Company.

4. Wherever required, I have obtained Management Representation about the compliance laws, rules and regulations, and happening
of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. My examination was limited to the verification of procedures on a test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the eficacy or effectiveness
with which the management has conducted the affairs of the Company.

Nupur Mimani
Practicing Company Secretary
ACS No. 37847
CP No. 16805
UDIN: A037847E000138277

Place : Kolkata
Date : 19th April, 2023

IL&FS Investment Managers Limited

Limited 19
Annexure 2 to the Directors’ Report

Format for the Annual Report on CSR Activities to be included in the Board’s Report
(1) A brief outline of the Company’s CSR Policy :
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)

(2) The Composition of the CSR Committee :

The Board of Directors constituted the CSR Committee with the below mentioned three Directors pursuant to the provisions of
Section 135(1) of the Companies Act, 2013 and Rules made thereunder :

No. of Meetings of No. of Meetings of CSR

Sr. Name of the Position in the
Designation CSR Committee held Committee attended
No. Director Committee
during the year during the year
(1) Mr Susim Mukul Chairman & Non- Chairman 1 1
Datta Executive Independent
Director
(2) Mr Chitranjan Singh Non-Executive Member 1 1
Kahlon Independent Director
(3) Mr Kaushik Modak Non-Executive Director Member 1 1

(3) The web-link where Composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed
on the website of the Company :

The Composition of CSR Committee - https://www.iimlindia.com/board_comittee.aspx

The CSR Policy - https://www.iimlindia.com/Policies.aspx

CSR projects approved by the Board - Not Applicable

(4) Provide the executive summary along with web-links of Impact assessment of CSR projects carried out in pursuance of
sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable :
Not Applicable

(5) (a) Average net profit of the company as per sub-section (5) of section 135 ` 6,68,43,860/-
(b) Two percent of average net profit of the company as per sub-section (5) of section 135 ` 13,36,877/-
(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years NIL
(d) Amount required to be set-off for the financial year, if any NIL
(e) Total CSR obligation for the financial year [(b)+(c)-(d)] ` 13,36,877/-

(6) (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) ` 13,37,000/-
(b) Amount spent in Administrative Overheads NIL
(c) Amount spent on Impact Assessment, if applicable NIL
(d) Total amount spent for the Financial Year [(a)+(b)+(c)] ` 13,37,000/-
(e) CSR amount spent or unspent for the Financial Year As given in below table

Total Amount Unspent (in Rs.)

Amount
Total Amount transferred to Amount transferred to any fund specified under Schedule VII as per
Spent
Unspent CSR Account as per second proviso to sub-section (5) of section 135
for the
sub-section (6) of section 135
Financial
Year (in Rs.) Amount Date of transfer Name of the Fund Amount Date of transfer
` 13,37,000/- NIL N.A. Prime Minister National Relief Fund ` 13,37,000/- January 25, 2023

20 Annual Report 2023

Annexure 2 to the Directors’ Report

(f) Excess amount for set-off, if any :

Sr. No. Particulars Amount (in Rs.)

(i) Two percent of average net profit of the company as per sub-section (5) of section 135 ` 13,36,877/-
(ii) Total amount spent for the Financial Year ` 13,37,000/-
(iii) Excess amount spent for the Financial Year [(ii)-(i)] ` 123/-
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, -
if any
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)] ` 123/-

(7) Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years :
Sr. Preceding Amount Balance Amount Amount transferred to a Amount Deficiency,
No. Financial Year(s) transferred Amount in Spent Fund as specified under remaining if any
to Unspent Unspent in the Schedule VII as per to be
CSR CSR Financial second proviso to spent in
Account Account Year succeeding
sub-section (5) of
under under Financial
section 135, if any
sub- sub-section Years
section (6) (6) of
of section section 135
135
(in Rs.) (in Rs.) (in Rs.) (in Rs.)
Amount Date of
(in Rs) Transfer
1 FY-1 (FY 2019-20) NIL -- ` 45,00,000 NIL -- NIL --
2 FY-2 (FY 2020-21) NIL -- ` 32,00,000 NIL -- NIL --
3 FY-3 (FY 2021-22) NIL -- ` 15,18,000 NIL -- NIL --
(8) Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year
[ ] Yes [ √ ] No
If Yes, enter the number of Capital assets created/ acquired :
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the
Financial Year: Not Applicable

Sr. Short particulars of the Pin code Date of Amount Details of entity/Authority/ beneficiary
No. property or asset(s) [including of the creation of CSR of the registered owner
complete address and location property or amount
of the property] asset(s) spent
CSR Name Registered
Registration Address
Number, if
applicable
- - - - - - - -
(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/
Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

(9) Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of
section 135 : Not Applicable

Manoj Borkar Susim Mukul Datta

Chief Executive Officer & Chief Financial Officer Chairman (CSR Committee)

Place : Mumbai
Date : May 30, 2023

IL&FS Investment Managers Limited

Limited 21
Annexure 3 to the Directors’ Report

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of sub-section 12
of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 :

Sr. No. Requirements Disclosure

(1) The ratio of the remuneration of each director to the Managing Director (MD) NA
median remuneration of the employees of the Company Whole-time Director (WTD) NA
for the financial year
(2) The percentage increase in remuneration of each MD -
Director, Chief Financial Officer (CFO), Chief Executive CEO & CFO 5.00%
Officer (CEO), Company Secretary (CS) in the financial
year CS 5.00%

(3) The percentage increase in the median remuneration of 5.00%

employees in the financial year
(4) The number of permanent employees on the rolls of the 17
Company
(5) Average percentile increase already made in the salaries % increase in remuneration other than MD & WTD 6.57%
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration
and justification thereof and point out if there are any % increase in remuneration of MD & WTD Nil
exceptional circumstances for increase in the managerial
remuneration
(6) Affirmation that the remuneration is as per the Yes, it is confirmed
remuneration policy of the Company

Note :

(1) Sitting Fees and Commission paid to the Non-Executive Directors are not considered for the purpose of the above disclosure

(2) The salary cost does not include leave encashment paid

(3) Policy with Life Insurance Corporation of India has been taken to cover the liability of payment of Gratuity to employees. The
gratuity including differential payment on account of salary revision is excluded in calculating above details

For and on behalf of the Board

SUSIM MUKUL DATTA

CHAIRMAN

Place : Mumbai

Date : May 30, 2023

22 Annual Report 2023

Annexure 4 to the Directors’ Report

Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the Financial Year 2022-23

SL Name Age Designation Remuneration Qualification Experience Date of Last Employed

(Yrs) Received (`) (Yrs) Commencement
of employment
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Employees employed throughout the Financial Year and in receipt of remuneration of not less than ` 1,02,00,000 for the Financial Year 2022-23
1 Manoj Borkar 58 CEO & CFO 10,294,783 B.Com, FCA 35 01.04.2000 Infrastructure Leasing
& Financial Services
Limited
Employed for part of the year and in receipt of remuneration of not less than ` 8,50,000/- p.m. for the Financial Year 2022-23
- - - - - - - - -
Employees employed throughout the Financial Year and in receipt of remuneration
1 Arvind Iyengar 44 Senior Manager 2,878,073 BE (Mechanical), 23 28.03.2008 Reliance Energy Limited
MBA (Industrial
Management)
2 Charlene 49 Manager 1,597,165 BA 28 01.05.2005 IL&FS Education &
Fernandes Technology Services Ltd
3 Giselle Fernandes 50 Manager 1,665,212 M.Com, MBA (HR) 29 12.07.2004 IL&FS Asset Management
Company
4 Kamalesh Sarangi 51 Senior Vice President 9,143,467 PGDM (Finance 27 19.06.2006 ICICI Bank Ltd.
and Marketing), BE
5 Manish Purohit 47 Senior Manager 1,772,483 HSC 31 01.04.2006 DSL Merillynch
6 Meher Bharucha 45 Asst Vice President 3,950,650 LL.B 21 01.10.2007 TATA AIG General
Insurance Co Ltd
7 Milan Pawar 37 Senior Officer 566,100 Diploma in 11 01.12.2011 -
Business
Management,
Diploma in Web
& Software
Engineering, B.Sc
8 Mona Abhani 36 Senior Manager 1,646,877 B.Com, ACS, LL.B 13 01.12.2009 -
9 Sanjay Mitra 50 COO 8,821,115 M.Com, ACS, 25 01.05.2001 Larsen & Toubro Limited
ICWA
10 Swapneel Desai 41 Senior Manager 2,947,139 MMS, B.Sc 13 01.10.2007 TATA AIG General
Insurance Co Ltd
Note :
1 All employees are in the permanent employment of the Company
2 None of the employees is a relative of any Director or Manager of the Company
3 Remuneration includes Salary, Company’s contribution to Provident Fund and Superannuation Fund, Performance Related Pay,
House Rent Allowance, Other Allowances, Medical Allowance, Incentives, Leave Travel Assistance, Leave Encashment paid and
other perquisites as valued for Income Tax Rules, 1962
4 Policy with Life Insurance Corporation of India has been taken to cover the liability of payment of Gratuity to employees. The same
is excluded in table above
5 None of the employees holds by himself/herself or along with his/her spouse and dependent children hold not more than
two percent of the equity shares of the Company

For and on behalf of the Board

Place : Mumbai SUSIM MUKUL DATTA

Date : May 30, 2023 CHAIRMAN

IL&FS Investment Managers Limited

Limited 23
MANAGEMENT DISCUSSION AND ANALYSIS

(I) Business Overview

1. Global Economy
The global economy appears poised for a gradual recovery from the powerful blows of the pandemic and of Russia’s
unprovoked war on Ukraine. China is rebounding strongly following the reopening of its economy. Supply-chain disruptions
are unwinding, while the dislocations to energy and food markets caused by the war are receding. Simultaneously, the
massive and synchronous tightening of monetary policy by most central banks should start to bear fruit, with inflation moving
back toward its targets. According to IMF, global growth will bottom out at 2.8 percent this year before rising modestly to
3.0 percent in 2024

Notably, emerging market and developing economies are already powering ahead in many cases, with growth rates (fourth
quarter over fourth quarter) jumping from 2.8 percent in 2022 to 4.5 percent this year. The slowdown is concentrated in
advanced economies, especially the euro area and the United Kingdom, where growth (also fourth quarter over fourth
quarter) is expected to fall to 0.7 percent and –0.4 percent, respectively, this year before rebounding to 1.8 and 2.0 percent
in 2024

2. Indian Economy
Investors continue to demonstrate confidence in India as one of the most promising growth economies in current decade
despite the gloom in global economies. Economic indicators in early 2023 continue to signal expansionary economic
conditions, although the pace of economic growth has moderated in recent quarters. After rapid economic growth in the
April-June 2022 quarter, driven by post-pandemic pent-up demand, growth moderated in the second half of 2022 as higher
inflation, tighter monetary policy, and a weaker rupee reduced demand. The economy grew by 4.4% from a year ago
during the third quarter of 2022-23 following a 6.3% growth in the previous quarter. Moderation in consumption demand
(viz. government consumption) and investments has been a drag on overall economic growth in the quarter gone by. The
International Monetary Fund (IMF) expects India to grow by 5.9% in FY 2023–24 and by an average rate of 6.1% over the
next five years

Despite the global slowdown, exports performed well, probably because of the depreciated currency against the dollar.
While goods exports remained modest, India’s services exports skyrocketed by 30% between April and February. A strong
digitization drive the world over, cost-cutting measures by businesses to deal with the impending slowdown, and the growing
trend of remote working increased demand for exports of services in technology, where India has a comparative advantage.
Interestingly, the share of business and professional services in total services exports also increased as companies globally
now prefer outsourcing a wide range of professions, such as accounting, audit, R&D, quality assurance, and after-sales
service

The government’s effort to consolidate its expense instils confidence that it may reduce the fiscal deficit to below 4.5% by
2025–26, with a fairly steady decline over the period as charted in the FY2023 budget

Rapidly tightening monetary policies by Central Banks across industrial economies have led to a global liquidity freeze and
tighter credit conditions, making it expensive and difficult for businesses to borrow. Global uncertainties and geopolitical shifts
have restructured supply chains and altered trade flows and relationships. All of these have led to lower visibility of future
demand for products and services, thereby deterring investors to incur large expenses on futuristic projects

Net new foreign direct investment into India has risen very rapidly in recent years, with FDI reaching a new record level
of USD 84 billion in the 2021-22 fiscal year, after inflows of USD 82 billion in the 2020-21 fiscal year. Rapid growth in
FDI inflows has been evident over the past decade, with technology-related FDI having become an important source of
investment

The acceleration of foreign direct investment inflows into India over the past decade reflects the strong long-term growth
outlook for the Indian economy. India’s nominal GDP measured in USD terms is forecast to rise from USD 3.5 trillion in 2022
to USD 7.3 trillion by 2030. This rapid pace of economic expansion would result in the size of the Indian GDP exceeding
Japanese GDP by 2030, making India the second largest economy in the Asia-Pacific region. By 2022, the size of Indian
GDP had already become larger than the GDP of the UK and also France. By 2030, India’s GDP is also forecast to surpass
Germany

Investments to play a significant role over the next two years while betting on consumption-driven growth is obvious given
India’s large, young, and rising share of the upper middle–income population (having a high propensity to spend). India
remains an attractive investment destination. The digital transformation of India that is currently underway is expected to
accelerate the growth of e-commerce, changing the retail consumer market landscape over the next decade

By 2030, 1.1 billion Indians will have internet access, more than doubling from the estimated 500 million internet users in
2020. Overall, India is expected to continue to be one of the world’s fastest growing economies over the next decade

24 Annual Report 2023

MANAGEMENT DISCUSSION AND ANALYSIS

3. Private Equity
2022 was a year of recalibration for PE-VC investments in India, declining from the record highs of $70 billion in 2021 to
$62 billion in 2022 amid global headwinds. Structural enablers helped India surpass $60 billion in investments for a third
time in a demonstration of resilience. The year saw sustained deal volumes with small-sized deals (less than $100 million)
contributing a larger share of overall deal flow (from 24% to 31%). Blockbuster deals (greater than $1 billion) in VC and
private equity buyouts saw significant deceleration

IT/ITeS buyouts, commanding a share of $10 billion of the all-time high in buyout value of $16 billion in 2021, contracted
as multiple IT sector deals failed to close due to a mismatch in valuations. The increasing cost of credit and rise in hedging
costs also put a damper on buyout activity. Traditional sectors like BFSI, energy, healthcare, and manufacturing grew by
around 50% in 2022 due to robust domestic demand. Consumer tech faced challenges amidst uncertainty in business
models and unit economics while IT/ITeS (IT Services) faced challenges in export demand driven by an uncertain global
environment, with investment value in the sectors declining by 60% to 70%. PE investment into Indian real estate fell sharply
by 95 per cent in January-March 2023 to $45 million amid global uncertainties, according to property consultant

Exit activity slowed in 2022 to $24 billion across all modes of exit after an all-time high of $36 billion in 2021, but surpassed
activity seen pre-2021. Traditional sectors dominated the share of exits greater than $100 million, with healthcare and
manufacturing showing the largest increase in exit value. Secondary sales volume declined by around 35% over 2021 to
2022, and the public market exit route through IPOs came to a halt, as many companies deferred listings with 2021’s new-
age internet start-up listings underperforming on the public markets

Furthermore, recent events in the global financial world, including the collapse of Silicon Valley Bank and the contagion
spreading to other mid-market US banks, have contributed to the overall uncertainty. The growth outlook for PE investors
is driven by investment in companies and sectors that cater to a large untapped credit population, increasing consumption
by a growing middle class, openness to credit, and an increasing ability of players to offer credit through offline and digital
expansion. India’s BFSI and fintech sectors are at the forefront of this trend and is expected to see a resurgence in interest.
The PE industry has sufficient dry powder on the back of a flurry of fund-raises following 2021’s activity to drive investments
in these sectors

(II) Analysis of Performance for the year ended March 2023

1. Business Review
As in the past, the Fund team continued to focus on undertaking portfolio divestments, thereby enabling return of capital to
Fund investors. The Fund teams also successfully furthered the various litigations, paving the path to further divestments

2. Financial Performance
On a consolidated basis, the Income from Operations of the Company for FY2023 was ` 644.46 mn and Other Income was
` 110.68 mn. Accordingly, the Total Income on a consolidated basis for FY2023 was ` 755.13 mn. The Total Expenses on
consolidated basis were ` 570.89. The resultant Profit Before Tax and Exceptional Items on a consolidated basis for FY2023
was ` 216.17 mn

(III) Outlook for the Financial Year 2023-2024

The adverse developments at the IL&FS Group have impacted all IIML’s business plans for revenue growth. The newly constituted
IL&FS Board has been working on a resolution plan for IL&FS Group. This plan calls for selling identified assets of IL&FS Group.
In this regard, IL&FS has initiated the process to sell its holding in IIML. However, IL&FS has recently informed us that the sale
process undertaken by them for selling their stake in IIML has not materialized. In view of this development IIML expects that
IL&FS will take necessary steps to address this issue and take steps for selling their stake in IIML again

(IV) Business Segment and Human Resources

The Company presently operates in one business segment – fund management and related services

The adverse developments at IL&FS have had an adverse impact on employee morale, and the Company has witnessed
significant number of employee departures. IIML is in the fiduciary business of managing third party money and therefore human
capital is key to monitoring and continuing the business model and further its sustainability

The Company presently has 17 employees, including 4 sub-staff

(V) Internal Control Systems

The Company has an adequate system of internal controls to ensure accuracy of accounting records, compliance with all laws and
regulations and compliance with all rules, processes and guidelines prescribed by the Management

IL&FS Investment Managers Limited

Limited 25
MANAGEMENT DISCUSSION AND ANALYSIS

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. The suggestions and recommendations by the
Internal Auditors are implemented in a time bound manner to ensure that the internal controls and systems are adequate

The Internal Auditors also review all Related Party Transactions of the Company and provide the necessary reports to the Audit
Committee on a periodic basis

(VI) Significant Changes

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial
ratios, along with detailed explanations therefor, is as follows :

March 31, 2023 March 31, 2022 Explanation

(` in lakhs) (` in lakhs)
(i) Debtors Turnover
Trade Receivables 0.00 220.40 Trade receivables are NIL as full provision for
Turnover 3,521.20 2,434.48 ECL has been made against the same
Ratio N.A. 11.05
(ii) Inventory Turnover N.A. N.A.
(iii) Interest Coverage Ratio N.A. N.A.
(iv) Current Ratio
Current Asset 10,865.45 10,122.59 The current ratio has reduced due to increase
in Income tax receivables during the year
Non Current Asset 782.33 473.75
Ratio 13.89 21.37
(v) Debt Equity Ratio N.A. N.A.
(vi) Operating Profit Margin (%)
PBT 2,362.20 1,203.98 Profitability has increased due to receipt of
dividend from a subsidiary and a Joint Venture.
There is also an increase in fair value gain on
investments
Turnover 3,521.20 2,434.48
Ratio 67.09% 49.46%
(vii) Net Profit Margin (%)
PAT 2,400.97 1,249.67 Profitability has increased due to receipt of
dividend from a subsidiary and a Joint Venture.
There is also an increase in fair value gain on
investments
Turnover 3,521.20 2,434.48
Ratio 68.19% 51.33%
(viii) Return on Net Worth (%)
Net worth 11,283.80 10,091.32 There is improvement due to higher profits
PAT 2,400.97 1,249.67 during the year
Ratio 21.28% 12.38%

26 Annual Report 2023

CORPORATE GOVERNANCE REPORT

(A) COMPANY PHILOSOPHY

The Company practices highest level of ethics, observes principles of transparency and fairness in all its dealings. The Company is
committed to operating in a regulated manner and maximising shareholders’ value
(B)
BOARD OF DIRECTORS
(1) Composition :
(a) As at March 31, 2023, the Board of Directors of the Company had six Directors comprising of a Non-Executive
Independent Chairman, one Non-Executive Independent Director and four Non-Executive Promoter Nominee Directors
(b) None of the directors of the Company hold directorships of more than ten Indian Public Companies and more than
twenty Indian Companies
(c) None of the directors serve as directors of more than seven listed entities and serve as Independent Director in more
than seven listed entities. None of the directors who are serving as a Whole-Time Director/Managing Director in any
listed entity serve as an Independent Director in more than three listed entities
(d) None of the directors hold chairmanship in more than five committees or membership in more than ten committees
of public limited companies and the directors are compliant with the requirements of Regulation 26 of the Listing
(Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI LODR”)
(2) The category of Directors, their attendance record at the Board Meetings held during the Financial Year ended
March 31, 2023 and at the previous Annual General Meeting (“AGM”) :

Category of Director No. of Board Meetings Attendance at the last AGM

Name of the Director
@ attended held on September 7, 2022

Mr Susim Mukul Datta (Chairman) NEID 6 Yes

DIN 00032812

Mr Chitranjan Singh Kahlon NEID 6 Yes

DIN 02823501

Mr Nand Kishore NED 6 Yes

DIN 08267502

Mr Kaushik Modak NED 6 Yes

DIN 01266560

Ms Priya Prempal Shetty NED 6 Yes

DIN 08858814

Ms Lubna Ahmad Usman NED 5 Yes

DIN 08299976

@ NEID – Non-Executive Independent Director, NED – Non-Executive Director

(3) The Memberships/Chairmanships of the Board of Directors on the Board Committees of all Companies as on
March 31, 2023 are as follows :

Total No. of Committee Committee

Name of the Director
Directorships * Memberships # Chairmanships #
Mr Susim Mukul Datta 8 1 2
Mr Chitranjan Singh Kahlon 2 2 -
Mr Nand Kishore 10 7 3
Mr Kaushik Modak 6 4 1
Ms Priya Prempal Shetty 7 1 -
Ms Lubna Ahmad Usman 3 - -

* The number of Directorships excludes Directorships of Foreign Companies, if any

# The Committee Memberships & Committee Chairmanships comprise of only two Committees i.e. Audit Committee
and Stakeholders’ Relationship Committee of Public Limited Companies as required under Regulation 26 of the SEBI
LODR

IL&FS Investment Managers Limited

Limited 27
CORPORATE GOVERNANCE REPORT

(4) Directorship of Directors in other Listed Companies as on March 31, 2023 :

Name of the Director Name of the Listed Company Category of Directorship

Mr Susim Mukul Datta Atul Limited Independent Director
Mr Chitranjan Singh - -
Kahlon
Mr Nand Kishore 1) IL&FS Transportation Networks Limited Non-Executive Director

2) Noida Toll Bridge Company Limited Non-Executive Director

3) IL&FS Engineering and Construction Non-Executive Director

Company Limited
Mr Kaushik Modak IL&FS Transportation Networks Limited Non-Executive Director
Ms Priya Prempal Shetty - -
Ms Lubna Ahmad Usman - -

(5) Meetings of the Board of Directors : The Board of Directors met six times during the Financial Year ended March 31,
2023 and the gap between two meetings did not exceed 120 days. The meetings were held during the year on May 5, 2022,
May 30, 2022, August 12, 2022, November 11, 2022, February 13, 2023 and March 10, 2023

(6) Relationship between Directors inter-se : None of the Directors of the Company are related to each other, other than
Mr Nand Kishore, Mr Kaushik Modak, Ms Priya Prempal Shetty and Ms Lubna Ahmad Usman being Nominee Directors of
Infrastructure Leasing & Financial Services Limited (“IL&FS”)

(7) Number of shares held by Non-Executive Directors as on March 31, 2023 :

Name of the Director No. of Equity Shares

Mr Susim Mukul Datta 34,00,000

(8) Familiarisation Programme for Independent Directors : Familiarisation is an ongoing process and the existing
Independent Directors are briefed on the developments in the industry and the Company in detail at all Board Meetings.
The Independent Directors are also briefed on the regulatory and legal developments impacting the Company and also
on their role as Independent Directors as and when the need arises. Further details of the Familiarisation Programme for
Independent Directors are available on the Company’s website at : https://www.iimlindia.com/FamiliarisationProgramme.aspx

(9) Competence of the Board of Directors : The list of core skills/expertise/ competencies identified by the Board of Directors
as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the
Board :

(a) The Board has adopted a selection criteria for hiring of Members of the Board. The candidate is expected to meet one
of the following criteria :
(i) Must have been a Chief Executive Officer (“CEO”) or a Business Head of an organisation in the past
(ii) Must have expertise in a specific area like Legal, Tax, HR, Marketing etc.
(iii) Business Head role or General Management role in the financial services space
(iv) An independent, eminent specialist or professional
(b) Board Diversity :

(i) The Company is sensitive to the need for a robust Board process that enables different views to be expressed,
heard and considered. The Company believes that Board members armed with divergent skills, expertise,
experience and knowledge will make the Company’s Board more effective. A Board comprising of members
from divergent backgrounds helps combat common limitations

(ii) The Company is desirous of having suitable Board Diversity in terms of skills, educational and professional
background, industry experience and accordingly, the Company’s selection criteria of new Directors be guided
by these principles

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Directors on Board who have such skills/expertise/competence :

Name of Director Skills/expertise/competence

Mr Susim Mukul Datta Is a reputed management professional and is on the Board of a number of well-known
corporates
Was the Chairman of Hindustan Lever Limited as well as of the Unilever Group of
Companies in India & Nepal from 1990 to 1996
Past President of Associated Chambers of Commerce and Industry, Council of EU Chambers
of Commerce in India, the Bombay Chamber of Commerce & Industry and Indian Chemical
Manufacturers Association
Vast experience in leading and managing multi-product, multi-cultural companies in the
Unilever Group
Has been mentoring senior managements of both Indian Corporates & MNCs as varied
as Venture Capital, Pharmaceuticals, Consumer Electronics, Power, Hospital, Medical
Research, Corporate Credit Rating & Home Finance
Mr Chitranjan Singh Served as a member of Central Board of Direct Taxes, Government of India, an Executive
Kahlon Director of Securities & Exchange Board of India and has worked in various capacities in the
Indian Revenue Service
Experience in the field of Capital Market and is familiar with Tax administration in India
particularly with regard to Tax policy
Mr Kahlon has been a member of the ‘Speculative Transactions Committee’ constituted by
the Finance Minister of India and Member of the Committee to draft the Prevention of Money
Laundering Act

Mr Nand Kishore Is a member of the Indian Audit and Account Service and has been a senior bureaucrat
holding key positions across various departments over the years
Has been the Deputy Comptroller and Auditor General (CAG) and looked after audit of
Defence, Railways & Communications

Mr Kaushik Modak Is the CEO of IL&FS Financial Services Limited

Was the CEO & Country Head of Rabobank India
Worked for Bank of America as the Principal & Head – Debt Capital Markets in India and at
Kotak Mahindra Finance as the VP & Head – Fixed Income Securities Group

Ms Priya Prempal Ms Priya Prempal Shetty was an Associate Director at Lazard India Limited where she was a
Shetty senior member of Lazard’s advisory practice
Ms Shetty was also an Executive Director heading Advisory and Capital Markets practice in
Financial Services and Healthcare Sectors at Kotak Mahindra Capital Company Limited
At IL&FS group Ms Shetty was Head - Corporate Advisory Services at IL&FS Financial
Services Ltd
Currently Ms Shetty is deputed as CEO of IL&FS Securities Services Limited and is actively
involved in the resolution process undertaken by the current Board of IL&FS

Ms Lubna Ahmad Ms Lubna is a senior management professional with more than 21 years’ experience in
Usman providing strategic leadership, project finance, restructuring and treasury management across
banking and non-banking finance companies
She worked for 11 years with IDBI Bank in various leadership roles and has led the Bank’s
client coverage - sourcing, structuring & syndication business for North & East region
At IL&FS, her key responsibilities included structuring, project finance and corporate fund
raising initiatives across Infrastructure verticals
Since October 2018, she is a key member of the core leadership team working on the
resolution of the IL&FS group, under the supervision of the new Board appointed by
Government of India

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(10) Terms of Appointment of Independent Directors : The terms of appointment of Independent Directors are posted on the
website of the Company and are available at : http://www.iimlindia.com/Independent_Director.aspx

(11) Independent Directors’ Confirmation : The Board of Directors confirm that in the opinion of the Board, the Independent
Directors are independent and fulfil the conditions specified in the SEBI LODR and are independent of the management

(12) Independent Directors’ Meeting : The Independent Directors met on May 29, 2023, inter alia :

(a) To review the performance of the Non-Independent Directors and the Board as a whole

(b) To review the performance of the Chairperson of the Company, taking into account the views of Executive Directors
and Non-Executive Directors

(c) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board
that is necessary for the Board to effectively and reasonably perform their duties

(C) AUDIT COMMITTEE

(1) Terms of Reference : Pursuant to the provisions of Section 177 of the Companies Act, 2013 (“Act”) and Regulation 18 of
the SEBI LODR, the terms of reference of the Audit Committee, include the following :

(a) Overview of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statements are correct, sufficient and credible

(b) Recommend to the Board, the appointment, remuneration and terms of appointment of the Auditors of the Company

(c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors

(d) Examination/Review with the management, the annual financial statements and auditors’ report thereon before
submission to the Board for approval, with particular reference to :

(i) Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report in
terms of clause (c) of sub-section (3) of Section 134 of the Act
(ii) Changes, if any, in accounting policies and practices and reasons for the same
(iii) Major accounting entries involving estimates based on the exercise of judgment by the Management
(iv) Significant adjustments made in the Financial Statements arising out of audit findings
(v) Compliance with the listing and other legal requirements relating to the Financial Statements
(vi) Disclosure of any related party transactions
(vii) Modified opinion(s) in the draft audit report

(e) Review with the Management, the quarterly financial statements before submission to the Board for approval

(f) Review the financial statements, in particular, the investments made by the unlisted subsidiary

(g) Review with the management, the statement of uses/application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds
of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter

(h) Review and monitor the Auditor’s independence and performance and effectiveness of the audit process

(i) Audit Committee shall define “material modifications to existing Related Party Transactions” and disclose it as part of
the policy on materiality of related party transactions and on dealing with related party transactions

(j) All Related Party Transactions and subsequent material modifications thereof, shall require prior approval of the Audit
Committee of the Company. Further, only those members of the Audit Committee, who are Independent Directors,
shall approve related party transactions

Prior approval of the Audit Committee of the Company shall also be required for :

(i) a related party transaction to which the subsidiary of a Company is a party but the Company is not a party,
if the value of such transaction whether entered into individually or taken together with previous transactions
during a financial year exceeds ten per cent of the annual consolidated turnover, as per the last audited financial
statements of the Company, with effect from April 1, 2022;

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(ii) a related party transaction to which the subsidiary of the Company is a party but the Company is not a party,
if the value of such transaction whether entered into individually or taken together with previous transactions
during a financial year, exceeds ten per cent of the annual standalone turnover, as per the last audited financial
statements of the subsidiary, with effect from April 1, 2023;

(k) Approval or any subsequent modifications of transactions of the Company with related parties :

Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered
into by the Company subject to following conditions :

(i) The Audit Committee shall, specify the criteria for making the omnibus approval which shall include the
following, namely :

- maximum value of the transactions, in aggregate, which can be allowed under the omnibus route in a
year;
- the maximum value per transaction which can be allowed;
- extent and manner of disclosures to be made to the Audit Committee at the time of seeking omnibus
approval;
- review, at such intervals as the Audit Committee may deem fit, related party transaction entered into by
the Company pursuant to each of the omnibus approval made;
- transactions which cannot be subject to the omnibus approval by the Audit Committee
(ii) The Audit Committee shall consider the following factors while specifying the criteria for making omnibus
approval, namely :

- repetitiveness of the transactions (in past or in future);

- justification for the need of omnibus approval

(iii) The Audit Committee shall satisfy itself on the need for omnibus approval for transactions of repetitive nature
and that such approval is in the interest of the Company

(iv) The omnibus approval shall contain or indicate the following :

- name of the related parties;

- nature and duration of the transaction;
- maximum amount of transaction that can be entered into;
- the indicative base price or current contracted price and the formula for variation in the price, if any; and
- any other information relevant or important for the Audit Committee to take a decision on the proposed
transaction :
Provided that where the need for related party transaction cannot be foreseen and aforesaid details are
not available, Audit Committee may make omnibus approval for such transactions subject to their value not
exceeding rupees one crore per transaction
(v) Omnibus approval shall be valid for a period not exceeding one financial year and shall require fresh approval
after the expiry of such financial year
(vi) Omnibus approval shall not be made for transactions in respect of selling or disposing of the undertaking of the
Company
(vii) Any other conditions as the Audit Committee may deem fit
Provided further that in case of transaction, other than transactions referred to in Section 188 of the Act and where Audit
Committee does not approve the transaction, it shall make its recommendations to the Board
Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a Director
or Officer of the Company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee
within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee
and if the transaction is with the related party to any Director or is authorised by any other Director, the Director concerned
shall indemnify the Company against any loss incurred by it
Provided also that the aforementioned provisions shall not apply to a transaction, other than a transaction referred to in
Section 188 of the Act, between the Company and its wholly owned subsidiary company

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(l) Scrutiny of inter-corporate loans and investments

(m) Valuation of undertakings or assets of the Company, wherever it is necessary

(n) Evaluation of internal financial controls and risk management systems

(o) Monitoring the end use of funds raised through public offers and related matters

(p) Review with the Management, performance of statutory and internal auditors and adequacy of the internal control
systems

(q) Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

(r) Discussion with Internal Auditors of any significant findings and follow up there on

(s) Review the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board

(t) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post
audit discussion to ascertain any area of concern

(u) Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors

(v) Review the functioning of the Whistle Blower Policy/Vigil Mechanism

(w) Approval of appointment of Chief Financial Officer (“CFO”) after assessing the qualifications, experience and
background, etc. of the candidate

(x) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee

(y) Reviewing the utilisation of loans and/or advances from/investment by the holding company in the subsidiary
exceeding Rupees 100 Crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/
advances/investments

(z) To consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders

(aa) Committee shall mandatorily review the following information :

(i) Management discussion and analysis of financial condition and results of operations

(ii) Management letters/letters of internal control weaknesses issued by the statutory auditors

(iii) Internal Audit Reports relating to internal control weaknesses; and

(iv) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by
the Audit Committee

(v) Statement of deviations :

- quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1)

- annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/
notice in terms of Regulation 32(7)

(bb) The Audit Committee may seek information from any employee, obtain outside legal or other professional advice and
secure attendance of outsiders with relevant expertise and have full access to information contained in the records of
the Company

(cc) The Audit Committee at its discretion may invite the finance director or head of the finance function, head of internal
audit and a representative of the statutory auditor and any other such executives to be present at the meetings of the
committee

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(2) Composition, Meetings and Attendance of the Audit Committee :

The Audit Committee presently comprises of two Non-Executive Independent Directors and one Non-Executive Director. The
Chairman of the Committee is a Non-Executive Independent Director. All the members of the Audit Committee are financially
literate. Mr Susim Mukul Datta, the Chairman of the Committee has immense experience and expertise in commerce and
industry

The Audit Committee met four times during the Financial Year ended March 31, 2023 on May 30, 2022, August 12, 2022,
November 11, 2022 and February 13, 2023

The composition of the Audit Committee along with the attendance record of the members of the committee are as follows :

Name of the Director Designation Number of Meetings Held Number of Meetings Attended
Mr Susim Mukul Datta Chairman 4 4
Mr Chitranjan Singh Kahlon Member 4 4
Mr Nand Kishore Member 4 4

The Statutory Auditors, the Internal Auditors, the CEO & CFO and the Company Secretary are in attendance or invitees
to attend the meetings. The Audit Committee also invites such other senior executives and board member as it considers
appropriate to be present at its meetings

(D) NOMINATION & REMUNERATION COMMITTEE

(1) Terms of Reference : Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the SEBI LODR, the
terms of reference of the Nomination & Remuneration Committee (“NRC”), include the following :

(a) The Committee shall identify persons who are qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and
shall specify the manner for effective evaluation of performance of Board, its committees and individual Directors to be
carried out either by the Board, by the NRC or by an independent external agency and review its implementation and
compliance

(b) Formulation of the Policy/criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other
employees

(c) For every appointment of an Independent Director, the NRC shall evaluate the balance of skills, knowledge and
experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities
required of an Independent Director. The person recommended to the Board for appointment as an Independent
Director shall have the capabilities identified in such description

For the purpose of identifying suitable candidates, the Committee may :

(i) use the services of an external agencies, if required;

(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and

(iii) consider the time commitments of the candidates

(d) The NRC shall, while formulating the policy/criteria shall ensure that

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of
the quality required to run the Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the
Company and its goals

(e) Formulation of criteria for evaluation of Independent Directors and the Board

(f) Devise a Policy on Board Diversity

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(g) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in
accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal

(h) Approve criteria and quantum of compensation for Whole-time Directors

(i) Recruitment of key management employees and their compensation

(j) Determination of the annual increments and performance related pay of the employees

(k) Administration of the various Employee Stock Option Plans of the Company

(l) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of
performance evaluation of Independent Directors

(m) To recommend to the Board, all remuneration, in whatever form, payable to Senior Management

(n) Such other matters as the Board may from time to time request the Committee to examine, recommend and approve

(2) Composition, Meetings and Attendance of the Nomination & Remuneration Committee :
The NRC presently comprises of two Non-Executive Independent Directors and one Non-Executive Director. The Chairman
of the Committee is a Non-Executive Independent Director

The NRC met twice during the Financial Year ended March 31, 2023 on May 27, 2022 and November 11, 2022

The composition of the NRC along with the attendance record of the members of the committee are as follows :

Name of the Director Designation Number of Meetings Held Number of Meetings Attended
Mr Chitranjan Singh Kahlon Chairman 2 2
Mr Susim Mukul Datta Member 2 2
Mr Kaushik Modak Member 2 2

(3) Performance evaluation criteria for Independent Directors : The Independent Directors of the Company are evaluated
on following parameters :

(a) Contribution/Guidance on business strategy

(b) Well informed about the Company and external environment in which it operates

(c) Exercising independent judgement

(d) Scrutinizes the performance of management in meeting agreed goals and objectives

(e) Upholding of the statutory compliance/corporate governance

(f) Ensuring integrity of financial controls/risk management measures

(g) Fulfillment of the independence criteria as specified under the SEBI LODR

(h) Independence from the management

(i) Availability and Attendance

(j) Management and Contribution at Committees (of which he/she is a member)

(k) Effective deployment of expertise in furthering business

(E) STAKEHOLDERS’ RELATIONSHIP COMMITTEE

(1) Terms of Reference : Pursuant to the provisions of Section 178 of the Act and Regulation 20 of the SEBI LODR, the
terms of reference of the Stakeholders’ Relationship Committee (“SRC”), include the following :

(a) Looking at various aspects of interest of shareholders, debenture holders and other security holders

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(b) Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission
of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings etc.

(c) Review of measures taken for effective exercise of voting rights by shareholders

(d) Review of adherence to the service standards adopted by the Company in respect of various services being rendered
by the Registrar & Share Transfer Agent (“RTA”)

(e) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the
Company

(f) Such other matters as the Board may from time to time request the Committee to examine, recommend and approve

(2) Composition, Meetings and Attendance of the Stakeholders’ Relationship Committee :

The SRC presently comprises of two Non-Executive Independent Directors and one Non-Executive Director. The Chairman
of the Committee is a Non-Executive Director

The SRC met once during the Financial Year ended March 31, 2023. The Meeting was held on March 31, 2023

The composition of the SRC along with the attendance record of the members of the committee are as follows :

Name of the Director Designation Number of Meetings Held Number of Meetings Attended
Mr Kaushik Modak Chairman 1 1
Mr Susim Mukul Datta Member 1 1
Mr Chitranjan Singh Kahlon Member 1 1

(3) Mr Sanjay Mitra, Company Secretary, has been designated as the Compliance Officer

(4) During FY2023 the Company received 2 complaints from shareholders. All the complaints received during the year FY2023
were solved satisfactorily and no complaints were pending at the end of the year

(5) The Share Transfer Committee consists of officers of the Company as its members for issuance of duplicate certificates and
rematerialisation of shares, approving transfer, transmission and transposition of shares and deletion of name in the Register
of shareholders. The Committee presently comprises of Mr Manoj Borkar (Chairman) and Mr Sanjay Mitra (Member)

The meetings of the Share Transfer Committee were held on June 28, 2022, August 1, 2022, August 26, 2022,
October 3, 2022, October 6, 2022, October 17, 2022, November 2, 2022, November 7, 2022, November 11, 2022,
December 5, 2022, January 6, 2023, January 30, 2023, February 9, 2023 and March 14, 2023

The attendance at the meetings held during the year are given below :

Name of the Director Number of Meetings Held Number of Meetings Attended

Mr Manoj Borkar – Chairman 14 14
Mr Sanjay Mitra 14 14

(F) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

(1) The Company has constituted a Corporate Social Responsibility (“CSR”) Committee pursuant to the provisions of the Act.
The Committee has been constituted to :

(a) Formulate and recommend to the Board of the Company the CSR Policy which shall indicate the CSR activities to be
undertaken by the Company in areas or subject, specified in Schedule VII of the Act

(b) Identify the focus areas for the CSR activities on a yearly basis and review the same on a periodic basis

(c) Recommend the amount of expenditure to be incurred on the CSR activities

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(d) Monitor the CSR Policy of the Company from time to time

(e) Institute a transparent monitoring mechanism for the implementation of the CSR Agenda

(f) Action Plan : The CSR Committee shall formulate and recommend to the Board, an annual action plan which shall
include the following, namely :

(i) the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in
Schedule VII of the Act;

(ii) the manner of execution of such projects or programmes;

(iii) the modalities of utilisation of funds and implementation schedules for the projects or programmes;

(iv) monitoring and reporting mechanism for the projects or programmes; and

(v) details of need and impact assessment, if any, for the projects undertaken by the Company

The CSR Committee may recommend to the Board alteration to Action Plan based on the reasonable justification, at
any time during the financial year

(2) Composition, Meetings and Attendance of the CSR Committee :

The CSR Committee presently comprises of two Non-Executive Independent Directors and one Non-Executive Director. The
Chairman of the Committee is a Non-Executive Independent Director

The CSR Committee met once during the Financial Year ended March 31, 2023 on May 27, 2022

The composition of the CSR Committee along with the attendance record of the members of the committee are as follows :

Name of the Director Designation Number of Meetings Held Number of Meetings Attended
Mr Susim Mukul Datta Chairman 1 1
Mr Chitranjan Singh Kahlon Member 1 1
Mr Kaushik Modak Member 1 1

(G) REMUNERATION OF DIRECTORS

(1) There are no pecuniary relationships or transactions of the Non-Executive Directors and the Company other than the receipt
of sitting fees for attending the meetings of the Board and Board Committees

(2) Disclosures with respect to remuneration : The remuneration is paid to the Directors as per the terms of the Managerial
Remuneration Policy of the Company. The Managerial Remuneration Policy is uploaded on the website of the Company and
is available at : https://www.iimlindia.com/Policies.aspx

The salient features of the policy are enumerated below :

(a) Elements of Remuneration Package :

(i) Remuneration structure of the Whole-time Directors :

– Fixed Remuneration : Monthly salary based on seniority and experience

– Performance linked incentives : Variable component determined by the NRC based on performance

– Issue of ESOPs from time to time : At the discretion of the NRC

– Retiral Benefit : Paid post separation from the Company as per the Rules of the Company and the
relevant statutory provisions

– Perquisites and Benefits : All other benefits including perquisites are as per the Rules of the Company

(ii) Remuneration structure of the Key Management Personnel :

– Fixed Remuneration : This includes a Monthly Salary such as Consolidated Pay, Special Allowance, Other
Allowances and Perquisites as per the Rules of the Company

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– Variable Remuneration : This is based on the Company’s and the individual’s performance

– Retiral Benefits : This includes contribution to the Provident Fund, Gratuity and Superannuation Fund

(iii) Remuneration structure of the Senior Management :

– Fixed Remuneration : This includes a Monthly Salary such as Consolidated Pay, Special Allowance, Other
Allowances and Perquisites as per the Rules of the Company

– Variable Remuneration : This is based on the Company’s and the individual’s performance

– Retirals Benefits : This includes contribution to the Provident Fund, Gratuity and Superannuation Fund

(3) Details of Remuneration :

(a) Remuneration to the Whole-time Directors : The Company did not have any Whole-time Director for the period
April 1, 2022 to March 31, 2023

(b) Remuneration to the Non-Executive Directors :

(i) The Company does not pay any remuneration to the Non-Executive Directors of the Company except sitting
fees for attending the Board Meetings and the Committee Meetings of the Company

(ii) Performance criteria for making payment to the Non-Executive Directors : The criteria considered for making
payment of commission to Non-Executive Directors are level of involvement of the Director in the affairs of the
Company, tenure of the Director in the Company and number of Committees membership/chairmanship held
by the Director in the Company. The Company did not pay any commission to any Director during the period
April 1, 2022 to March 31, 2023

(iii) The Non-Executive Directors were paid sitting fees as below during the period April 1, 2022 to March 31, 2023

Name of Meeting Sitting Fees paid for each meeting

01-04-2022 to 30-09-2022 01-10-2022 to 31-03-2023
Board Meeting ` 15,000 ` 20,000
Audit Committee Meeting ` 10,000 ` 15,000
Nomination & Remuneration Committee Meeting ` 5,000 ` 10,000
Corporate Social Responsibility Committee Meeting ` 5,000 ` 10,000
Stakeholders’ Relationship Committee Meetings ` 5,000 ` 10,000

(iv) Details of Sitting Fees to the Non-Executive Directors for FY2023 are as below :

Name of the Non-Executive Director Sitting Fees (`)

Mr Susim Mukul Datta 1,85,000
Mr Chitranjan Singh Kahlon 1,85,000
Mr Nand Kishore 1,55,000
Mr Kaushik Modak 1,35,000
Ms Priya Prempal Shetty 1,05,000
Ms Lubna Ahmad Usman 85,000
Total 8,50,000

(v) No Options were granted by the Company during the year to the Non-Executive Directors of the Company

(vi) There are no pecuniary relationships or transactions of the Non-Executive Directors vis-à-vis the Company

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(H) BOARD EVALUATION

(1) The Company has adopted the Policy on the Performance Evaluation of the Board of Directors pursuant to the provisions
of the Act. The Performance Evaluation is required to be done at three levels, namely by the Independent Directors, by the
NRC and finally by the Board of Directors. The Policy on Performance Evaluation of the Board of Directors is uploaded on
the website of the Company at : https://iimlindia.com/Policies.aspx

(2) Based on the same, the Performance Evaluation was undertaken by Independent Directors at their meeting and the NRC
and the Board every year

(3) The evaluation was done by way of filling up of forms

(4) The process for performance evaluation at different forums was as follows :

(a) Independent Directors Meeting :

(i) Scope : To review the performance of the Chairman, Non Independent Directors and the performance of the
Board as a whole

(ii) Process : The evaluation forms for the Chairman and the Non Independent Directors were circulated to
the Independent Directors prior to the meeting and were filled up by each Independent Director prior to the
Independent Directors meeting and the performance was discussed at the meeting

(iii) Board as a Whole : The Independent Directors were required to evaluate the performance of the Board as
a whole. A few parameters were put down for evaluation of the Board as a whole on the basis of the SEBI
Guidance Note on Board Evaluation. The Independent Directors were requested to evaluate the performance of
the Board as a whole on the said parameters

(b) Nomination & Remuneration Committee Meeting :

(i) Scope : To review the performance of all the directors

(ii) Process : The relevant evaluation forms circulated to the members of the NRC were filled up and signed by
each of the members of the NRC prior to the NRC Meeting and the performance of each director was discussed
at the meeting

(c) Board Meeting :

(i) Scope : To evaluate the performance of Independent Directors, Non Independent Directors and Board
Committees provided that in the above evaluation, the Directors who were subject to evaluation did not
participate

(ii) Process :

- The relevant evaluation forms circulated to the Board members were filled up and signed prior to the
Board Meeting

- The Chairman of the Meeting collated the findings of the Board and requested the views of the Board
Members and the same was discussed at the meeting

- Board Committees : The Board also evaluated all Board Committees sans NRC, on certain parameters put
forth for the evaluation of Board Committees on the basis of the SEBI Guidance Note on Board Evaluation

(I) GENERAL BODY MEETINGS

(1) The details of the last three AGMs are as follows :

Date Time Location/Venue Special Resolutions passed

September 7, 2022 3.00 p.m. By Video Conferencing/ Other Audio Visual No Special Resolution was passed
Means at the registered office of the Company

September 29, 2021 3.00 p.m. By Video Conferencing/ Other Audio Visual No Special Resolution was passed
Means at the registered office of the Company

November 10, 2020 3.00 p.m. By Video Conferencing/ Other Audio Visual No Special Resolution was passed
Means at the registered office of the Company

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(2) Special Resolutions passed through Postal Ballot :

(a) None of the resolutions approved at the last AGM required postal ballot approval
(b) During the year the Company has not passed any Special Resolution through postal ballot
(c) There is no immediate proposal for passing any resolution through postal ballot

(J) MEANS OF COMMUNICATION

(1) Financial Results : The Company’s quarterly/half-yearly/annual financial results are sent to the Stock Exchanges and
normally published in the Financial Express and Navshakti. Simultaneously, they are also put on the Company’s website and
can be accessed at : https://iimlindia.com/financials.aspx and https://iimlindia.com/newspaper-publications.aspx

(2) Website : The Company has a functional website www.iimlindia.com pursuant to Regulation 46 of the SEBI LODR which
has a separate section ‘Shareholders’ which provides the information on Financials, Annual Reports, Press Releases,
Analyst Interaction & Presentation, Policies adopted by the Company, Information on Unclaimed Dividend and Shares
transferred to IEPF etc. Information on various announcements made by the Company are posted under ‘Notices & Updates’
and all newspaper publications are posted under a separate head on the Company’s website. Quarterly Compliance Reports
on Corporate Governance and Shareholding Pattern are also placed under ‘Shareholders’ Section on the Company’s website

(3) Press Releases and Presentations : Press Releases are sent to the Stock Exchanges and are uploaded on the
Company’s website at : http://iimlindia.com/Press_release.aspx. Analyst Interaction & Presentation are uploaded on the
Company’s website at : https://iimlindia.com/Presentations.aspx

(4) Reminder to Shareholders : Reminders for unclaimed shares and unpaid dividend are sent every year to the shareholders
whose shares/dividend has remained unpaid or unclaimed as per the records of the Company

(5) Designated email-ID for shareholders : The Company has a designated email ID : investor.relations@ilfsindia.com
exclusively for servicing the shareholders

(K) GENERAL SHAREHOLDERS’ INFORMATION

(1) Annual General Meeting Day, Date and Time : Thursday, August 24, 2023, 3.00 p.m.
(2) Annual General Meeting Venue : Registered Office
(3) Financial Year : The Company follows April-March as its Financial Year
(4) Dividend Payment : The dividend, if declared, by the Shareholders at the AGM shall be
paid/credited on or after August 31, 2023
(5) Book Closure : From Friday, August 18, 2023 to Thursday, August 24, 2023
(6) Listing on Stock Exchanges : The Equity Shares of the Company are listed on the BSE Limited
(“BSE”), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 and
the National Stock Exchange of India Limited (“NSE”), Exchange Plaza,
C-1, Block G, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051

The Company has paid the annual listing fees for the Financial Year
2023-24 to BSE and NSE as well as custodian fees to the depositories,
National Securities Depository Limited (“NSDL”) and Central Depository
Services India Limited (“CDSL”) within the prescribed time
(7) Security Identification Number (ISIN) : INE050B01023
(8) Scrip Code/Symbol : BSE : 511208, NSE : IVC
(9) Corporate Identification Number (CIN) : L65999MH1986PLC147981
(10) Outstanding warrants/ADRs/GDRs/ : Not Applicable
Convertible instruments

(11) Board Meeting to be held for approving :

financial statements for the quarter ending
June 30, 2023 : As prescribed by law on or before August 14, 2023
September 30, 2023 : As prescribed by law on or before November 15, 2023
December 31, 2023 : As prescribed by law on or before February 14, 2024
March 31, 2024 : As prescribed by law on or before May 30, 2024

IL&FS Investment Managers Limited

Limited 39
CORPORATE GOVERNANCE REPORT

(12) The monthly high and low quotations of shares traded on the BSE and the NSE along with the volumes during
FY2023 are as follows :
BSE NSE
Month High Low No. of Shares High Low No. of Shares
traded traded
(`) (`) (`) (`)
(in lakhs) (in lakhs)
Apr-2022 9.32 7.02 24.54 9.30 7.00 75.40
May-2022 7.54 5.85 10.79 7.55 5.90 49.27
Jun-2022 7.41 5.71 10.47 7.45 5.70 47.80
Jul-2022 7.00 5.96 10.44 7.55 5.70 39.78
Aug-2022 7.20 6.30 23.22 7.10 6.20 84.17
Sep-2022 10.00 6.50 56.04 10.05 6.50 381.53
Oct-2022 9.50 7.37 18.27 9.20 7.10 142.09
Nov-2022 8.57 7.29 17.52 8.55 7.25 67.64
Dec-2022 8.92 6.53 23.60 8.90 6.30 151.85
Jan-2023 8.17 6.60 14.44 8.25 6.60 69.25
Feb-2023 7.40 6.51 9.28 7.55 6.50 41.70
Mar-2023 6.96 5.79 12.89 6.95 5.75 36.28

(13) PERFORMANCE OF THE COMPANY’S SHARES IN COMPARISON TO SENSEX AND NIFTY 50

40 Annual Report 2023

CORPORATE GOVERNANCE REPORT

(14) The securities of the Company were not suspended from trading during the year under review
(15) REGISTRAR AND SHARE TRANSFER AGENT
Link Intime India Private Limited
C-101, 247 Park, L B S Marg,
Vikhroli (West), Mumbai 400 083
Tel. No. : +91 8108116767
Fax No. : +91 22 49186060
E-mail id : rnt.helpdesk@linkintime.co.in
Website : www.linkintime.co.in
(16) SHARE TRANSFER SYSTEM
According to the SEBI directive securities of listed companies can be transferred only in the dematerialised form, with
effect from April 1, 2019. Accordingly, the shareholders holding shares in physical form are requested to dematerialise their
shareholding and thereafter update their bank account with their respective Depository Participants
Shares held in the dematerialised form are electronically transferred on the Depositories. The RTA of the Company
periodically receives the beneficiary holdings from the Depositories which enables the RTA to update their records for
sending all corporate communications, dividend warrants, etc.
Physical shares received for dematerialisation are processed within a period of 21 days from the date of receipt, provided
they are in order in every respect

(17) CATEGORY WISE SHAREHOLDING AS AT MARCH 31, 2023

Sr. No. Category No. of Shares held Percentage
1. Promoter 158,333,152 50.42
2. Mutual Funds 4,215 0.00
3. Banks/Financial Institutions 13,216 0.00
4. Foreign Portfolio Investors (Corporate) 15,000 0.00
5. Individuals Public 132,553,459 42.21
6. Investor Education and Protection Fund 3,534,352 1.13
7. Non Resident Indians 4,586,060 1.46
8. Hindu Undivided Family 6,784,617 2.16
9. Directors 3,400,000 1.08
10. Key Managerial Personnel 460,267 0.15
11. Bodies Corporate 38,90,130 1.24
12. Others 458,272 0.15
Total 314,032,740 100.00

(18) DISTRIBUTION OF SHAREHOLDING AS AT MARCH 31, 2023

No. of Equity Shares No. of Shareholders % of Total No. of Shares % of Total
1 – 500 34,441 55.89 5,516,157 1.76
501 – 1000 10,090 16.37 8,533,250 2.72
1001 – 2000 7,203 11.69 11,441,515 3.64
2001 – 3000 2,994 4.86 7,621,800 2.43
3001 – 4000 1,354 2.20 4,884,769 1.55
4001 – 5000 1,437 2.33 6,842,283 2.18
5001 – 10000 2,164 3.51 16,458,592 5.24
10001 – above 1,942 3.15 252,734,374 80.48
Total 61,625 100.00 314,032,740 100.00

(19) DEMATERIALISATION OF SHARES

As on March 31, 2023, the Share Capital of the Company held in dematerialised form with NSDL was 246,191,331 (78.40%)
and CDSL 63,638,788 (20.26%) totaling to 309,830,119 (98.66%) and only 4,202,621 (1.34%) shares were being held in
physical form

IL&FS Investment Managers Limited

Limited 41
CORPORATE GOVERNANCE REPORT

(20) LIQUIDITY
The Company’s Equity Shares are traded on the BSE and the NSE. Relevant Data for the average daily Turnover for
FY2023 are given below :

Particulars NSE BSE Total

Average No. of Shares 476,654 92,971 569,625
Average Value (`) 3,750,928 705,709 4,456,637

(21) OUTSTANDING INSTRUMENTS AND THEIR IMPACT ON EQUITY

The Company does not have any outstanding GDRs/ADRs/Warrants/Convertible Instruments as on March 31, 2023

(22) COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES
The Company engages in hedging activities to adequately safeguard against foreign exchange risks

(23) PLANT LOCATION

The Company does not have any plant or facility

(24) ADDRESS FOR CORRESPONDENCE

For any assistance regarding dematerialisation of shares, share transfers, transmissions, change of address, non-receipt of
dividend or any other query relating to shares :

Link Intime India Private Limited

C-101, 247 Park,
L B S Marg, Vikhroli (West),
Mumbai 400 083
Tel. No. : +91 8108116767
Fax No. : +91 22 49186060
E-mail id : rnt.helpdesk@linkintime.co.in
Website : www.linkintime.co.in
For general correspondence :
IL&FS Investment Managers Limited
The IL&FS Financial Centre, Plot No. C-22, G Block
Bandra-Kurla Complex, Bandra (East)
Mumbai 400 051
Tel. No. : +91 22 2653 3333
Email : investor.relations@ilfsindia.com
Website : www.iimlindia.com

(25) The Company does not have any debt instruments or any fixed deposit programme or any scheme or proposal involving
mobilization of funds, whether in India or abroad and accordingly no credit ratings are obtained by the Company

(L) OTHER DISCLOSURES

(1) The Management Discussion & Analysis forms part of this Annual Report

(2) There were no materially significant related party transactions entered during the year by the Company that may have
potential conflict with the interest of the Company

(3) The Company has complied with various rules and regulations prescribed by the Stock Exchanges and SEBI relating to the
capital markets during the last three years. No penalties and/or strictures were imposed by the Stock Exchange or SEBI or
any statutory authority on the Company

The securities of the Company were never suspended from trading from any Stock Exchange(s)

(4) The Company has adopted Whistle Blower Policy/Vigil Mechanism, which aims to provide an avenue for Employees
and Directors of the Company to raise serious and sensitive concerns that could have an adverse impact on the
operations and performance of the Company. The Audit Committee is entrusted with implementing and monitoring
the Whistle Blower Policy/ Vigil Mechanism of the Company. It is affirmed that no personnel has been denied access

42 Annual Report 2023

CORPORATE GOVERNANCE REPORT

to the Audit Committee. The Whistle Blower Policy/Vigil Mechanism details the procedure for inquiry and investigation
of complaints, provides for adequate safeguard for protection of the whistle blower against adverse personal action and
calls for disciplinary action against those who abuse the policy. The Policy is posted on the website of the Company at :
https://www.iimlindia.com/Policies.aspx

(5) The Company has three material subsidiaries, namely, IL&FS Investment Advisors LLC, Andhra Pradesh Urban Infrastructure
Asset Management Limited and IL&FS Infra Asset Management Limited. The Company has adopted a policy on Material
Subsidiaries and the same is available on the Company’s website at : https://www.iimlindia.com/Policies.aspx

(6) The Company has adopted a Policy on dealing with related party transactions and the said policy is available on the website
of the Company at : https://www.iimlindia.com/Policies.aspx

(7) The Company has not raised any funds through preferential allotment or qualified institutions placement and accordingly the
disclosure under the Regulation 32(7A) of the SEBI LODR is not applicable

(8) A certificate from M/s Kaushal Dalal & Associates, Practicing Company Secretaries, that none of the Directors on the Board
of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the
SEBI/Ministry of Corporate Affairs or any such statutory authority is attached as Annexure 1

(9) The Board has accepted all the recommendations of all the mandatory Board Committees in FY2023

(10) The total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor
and all entities in the network firm/network entity of which the statutory auditor is a part is as below :

Particulars ` in lakhs
Statutory Audit 35.95
Limited review of quarterly results 10.95
Out of pocket expenses 0.39
For other services, certification etc. 5.20
Total 52.49
(11) The Company has always been committed to providing a 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

(12) Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies in which
directors are interested by name and amount – NIL

(13) Details of material subsidiaries :

Name of the material subsidiary Date and place of Name of statutory Date of
incorporation auditor(s) appointment
IL&FS Infra Asset Management Limited January 8, 2013 M/s. N. M. Raiji & Co. July 20, 2018
Mumbai, Maharashtra
Andhra Pradesh Urban Infrastructure July 15, 2016 M/s. A B V P & Associates November 29, 2021
Asset Management Limited Andhra Pradesh
IL&FS Investment Advisors LLC January 31, 2006 HLB Appavoo & Associates November 21, 2019
Mauritius
(14) The Company has followed all relevant Accounting Standards while preparing the Financial Statements

(15) The Chief Financial Officer of the Company has furnished the requisite certificate to the Board of Directors under
Regulation 17(8) of the SEBI LODR

(16) The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans

IL&FS Investment Managers Limited

Limited 43
CORPORATE GOVERNANCE REPORT

(M) The Company has adopted the following discretionary requirements as specified in Part E of Schedule II of the SEBI LODR

(1) The Board : The Company maintains the Chairman’s office at the expense of the Company and reimburses expenses
incurred by the Chairman in performance of his duties
(2) Shareholder Rights : The Company does not send any half-yearly report on financial performance of the Company to the
Shareholders
(3) Modified opinion(s) in audit report : The Company endeavours to obtain financial statements with unmodified audit opinion
(4) Chairperson and the Chief Executive Officer : The Company has appointed separate persons to the post of the Chairperson
and the CEO. The Chairperson of the Company is an Independent Non-Executive Director and not related to the CEO
(5) Reporting of Internal Auditor : The Internal Auditor reports directly to the Audit Committee

(N) The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to
(i) of sub-regulation (2) of Regulation 46 of the SEBI LODR, as applicable, with regard to corporate governance as stipulated in the
SEBI LODR

(O) CODE OF CONDUCT

The Board has laid down a Code of Conduct for all its Board members and the Senior Management of the Company. The Code of
Conduct includes the Code for the Independent Directors pursuant to Schedule IV to the Act. The Code of Conduct as laid down
by the Board has already been posted on the Company’s website. The Company has obtained the confirmation of the compliance
with the Code from all members of the Board and Senior Management of the Company for FY2023. As required by the SEBI
LODR, the declaration on compliance of the Company’s Code of Conduct signed by the CEO is attached as Annexure 2

(P) COMPLIANCE CERTIFICATE

The Compliance Certificate from M/s Mehta & Mehta, Company Secretaries in Practice regarding compliance of conditions of
corporate governance is attached to the Corporate Governance Report as Annexure 3

(Q) DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI LODR IN RESPECT OF UNCLAIMED SHARES
In FY 2020-21 the Company opened a demat account ‘IL&FS Investment Managers Limited - Unclaimed Shares Suspense
Account’ with IL&FS Securities Services Limited pursuant to Regulation 39(4) of SEBI LODR

During the year, the Company has not transferred any additional unclaimed shares to the said Unclaimed Shares Suspense
Account. The voting rights of shares held under the said Unclaimed Shares Suspense Account stand frozen from the date of
transfer and shall remain frozen till the rightful owner claims shares pursuant to the SEBI LODR

The details of the unclaimed shares are as follows :

Particulars No. of No. of shares

shareholders

Balance as on April 1, 2022 456 422,343

Add : Shares transferred to Unclaimed Suspense Account 0 0

Less : Shareholders to whom shares were transferred from Unclaimed Suspense Account 4 3,405

Less : Shares transferred to IEPF Account 54 58,037

Balance as on March 31, 2023 398 360,901

During the year 10 shareholders approached for transfer of shares from Unclaimed Shares Suspense Account out of which the
shares were transferred to 4 shareholders from Unclaimed Shares Suspense Account

44 Annual Report 2023

Annexure 1 to Corporate Governance Report

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members,
IL&FS INVESTMENT MANAGERS LIMITED
The IL & FS Financial Centre,
Plot No C-22, G Block, Bandra Kurla Complex,
Bandra, Mumbai- 400051

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of IL&FS INVESTMENT
MANAGERS LIMITED (hereinafter called “the Company”) having CIN: L65999MH1986PLC147981 and registered office at The IL & FS
Financial Centre, Plot No C-22, G Block, Bandra Kurla Complex, Bandra, Mumbai- 400051 (hereinafter referred to as ‘the Company’),
produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with
Schedule V Para-C Clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status
at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify
that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2023, have been
debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No. Name of the Director DIN Date of appointment in the Company

1 Susim Mukul Datta 00032812 25th September, 1996

2 Chitranjan Singh Kahlon 02823501 28th August, 2018

3 Kaushik Modak 01266560 06th December, 2018

4 Nand Kishore 08267502 06th December, 2018

5 Priya Prempal Shetty 08858814 11th November, 2020

6 Lubna Ahmad Usman 08299976 12th February, 2021

Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. My responsibility is to express an opinion on these, based on my verification. This certificate is neither an assurance as to
the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the
Company.

For Kaushal Dalal & Associates

Practising Company Secretaries

Kaushal Dalal
Proprietor
M. No: FCS 7141
CP No: 7512
PR NO.: 1127/2021
UDIN: F007141E000245742

Date: 03rd May, 2023

Place: Mumbai

IL&FS Investment Managers Limited

Limited 45
 Annexure 2 to Corporate Governance Report

Code of Conduct Certificate

I, Manoj Borkar, Chief Executive Officer & Chief Financial Officer of the Company, hereby declare that the Board of Directors have
laid down a Code of Conduct for the Board Members and Senior Management of the Company and the Board Members and Senior
Management have affirmed compliance with the said Code of Conduct

For IL&FS Investment Managers Limited

Place : Mumbai Manoj Borkar

Date : May 30, 2023 Chief Executive Officer & Chief Financial Officer

Annexure 3 to Corporate Governance Report

CERTIFICATE ON CORPORATE GOVERNANCE

To,
The Members,
IL&FS Investment Managers Limited
The IL&FS Financial Centre,
Plot No C-22, G Block, Bandra Kurla Complex,
Bandra (East), Mumbai- 400051

We have examined the compliance of conditions of Corporate Governance by IL&FS Investment Managers Limited (hereinafter
referred as “Company”) for the Financial year ended March 31, 2023 as prescribed under Regulations 17 to 27, clauses (b) to (i) of
sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”).

We state that compliance of conditions of Corporate Governance is the responsibility of the management, and our examination was
limited to procedures and implementation thereof adopted by the Company for ensuring compliance with conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to our examination of the relevant records and the explanations given
to us, we certify that the Company has complied with the conditions of Corporate Governance as prescribed under Listing Regulations
except for the below mentioned observation:

Independent Directors have not been appointed on the Board of Directors of Unlisted Material Subsidiary as required under
Regulation 24(1) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The default with respect to the
appointment of the Independent Director is waived by the NCLT order No 3638/2018 dated April 26, 2019.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.

This certificate is issued solely for the purposes of complying with Listing Regulations and may not be suitable for any other purpose.

For Mehta & Mehta,

Company Secretaries
(ICSI Unique Code P1996MH007500)

Atul Mehta
Partner
FCS No: 5782
CP No.: 2486

Place: Mumbai
Date: May 30, 2023

UDIN: F005782E000420163

46 Annual Report 2023

Independent Auditors’ Report

To The Members of IL&FS Investment Managers Limited

Report on the audit of the Standalone Financial Statements

Qualified Opinion
1. We have audited the accompanying standalone Ind AS financial statements of IL&FS Investment Managers Limited (‘the
Company’), which comprise the standalone balance sheet as at 31 March 2023, 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 then ended, and notes to the standalone financial statements, including a summary of significant 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 accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit and
other comprehensive income, changes in equity and its cash flows for the year then ended.

Basis for Qualified Opinion

3. Attention is invited to Note no 31 to the Standalone Financial Statements which describes the situation faced by the Company
in view of the ongoing investigation by Serious Fraud Investigation Office of Ministry of Company Affairs (‘SFIO’) against
Infrastructure Leasing & Financial Services Limited (‘IL&FS’ or ‘the Ultimate Holding Company’), and its subsidiaries (including the
Company). Further, the National Company Law Tribunal (‘NCLT’) has ordered re-opening of books of accounts of IL&FS and its
two subsidiaries (other than the Company) for the past financial years referred in the said note. In view of the aforesaid ongoing
investigations of the entire IL&FS Group (including the Company) by the SFIO and re-opening of books of accounts of the Ultimate
Holding Company and two of its subsidiaries by the NCLT, we are unable to comment on the consequential impact(s) upon
conclusion of the said investigation and re-opening of the books of account on the Standalone Financial Statements.
4. We conducted our audit in accordance with the Standards on Auditing (‘SAs’) specified under section 143(10) of the Act. Our
responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the
Standalone Financial Statements under the provisions of the Act, and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our Qualified opinion on the Standalone Financial Statements.

Materiality Uncertainty relating to Going Concern

5. Attention is drawn to Note 32 of the Standalone Financial Statements regarding reduction in the Company’s fee revenue
significantly coupled with the lack of any immediate new fund raise resulting in the reduced estimates of future fee revenue,
there is material uncertainty of the Company’s continuity as going concern. However, considering management’s expectations of
Company’s ability to, at least, meet its obligations over the next 12 months out of its earnings and liquid assets, the management
believes that use of the ‘going concern’ assumption for preparation of the Standalone Financial Statements 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 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.

IL&FS Investment Managers Limited

Limited 47
Independent Auditors’ Report

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
10. 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, profit and other comprehensive
income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Indian accounting standards (‘Ind AS’) specified under section 133 of the Act. 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 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.
11. 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.
12. The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the Standalone Financial Statements
13. 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.
14. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
14.1. 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.
14.2. 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) of 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.
14.3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Management.
14.4. 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.
14.5. 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.
15. 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.
16. 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.
17. 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.

48 Annual Report 2023

Independent Auditors’ Report

Report on Other Legal and Regulatory Requirements

18. 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.
19. As required by Section 143(3) of the Act, we report that:
19.1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
19.2. Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion,
proper books of account as required by law have been kept by the Company so far as it appears from our examination of
those books.
19.3. The standalone balance sheet, the standalone statement of profit and loss including other comprehensive income, the
statement of changes in equity and the standalone cash flow statement dealt with by this Report are in agreement with the
books of account.
19.4. In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act.
19.5. The matter relating to going concern described under para 5 above and matters relating to investigation by SFIO against
IL&FS and its subsidiaries (including the Company) and NCLT order of re-opening of books of accounts of IL&FS and its two
subsidiaries (other than the Company) for the past financial years described in paragraph 3 above, in our opinion, may have
an adverse effect on the functioning of the Company.
19.6. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board
of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section
164(2) of the Act.
19.7. 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’.
19.8. In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its
directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any
director is not in excess of the limit laid down under Section 197 of the Act.
20. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
20.1. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its Standalone
Financial Statements – Refer Note 16 to the Standalone Financial Statements;
20.2. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
20.3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Company.
20.4. 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.
20.5. 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.
20.6. Based on such audit procedures, that has been considered reasonable and appropriate in the circumstances, performed by
us, nothing has come to our notice that has caused us to believe that the representation under para 20.4 and 20.5 contain
any material misstatement.
20.7. In our opinion and according to the information and explanations given to us and as stated in Note No. 33 to the Standalone
Financial Statements:
(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance
with Section 123 of the Act, as applicable.
(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of
the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section
123 of the Act, as applicable.

IL&FS Investment Managers Limited

Limited 49
Independent Auditors’ Report

20.8. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), provides for the feature of recording of
audit trail (edit log) facility in the accounting software used by the Company for maintenance of books of account, which
is applicable to the Company from financial year beginning 1 April 2023. The reporting under clause (g) of Rule 11 of
Companies (Audit and Auditors) Rules, 2014 would be done from financial year 2023-24 onwards.
For KKC & Associates LLP
Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm’s Registration Number: 105146W/W100621

Hasmukh B Dedhia
Partner
ICAI Membership No: 033494
UDIN: 23033494BGWSTB4785

Place: Mumbai
Date: 30 May 2023

50 Annual Report 2023

Annexure ‘A’ to the Independent Auditor’s Report on the Standalone Financial Statements
of IL&FS Investment Managers Limited for the year ended 31 March 2023

(Referred to in paragraph ‘18’ under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Property,
Plant and Equipment (‘PPE’).

The Company does not have any intangible assets.

(b) The Company has a regular programme of physical verification of its PPE by which all PPE are verified annually. In our
opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its
assets. Pursuant to the programme, PPE were physically verified by the Management during the year. In our opinion, and
according to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The Company does not have any immovable properties and hence reporting under clause (i)(c) of the Order is not
applicable.

(d) In our opinion and according to the information and explanations given to us, the Company has not revalued its PPE
(including Right of Use assets) during the year. The Company does not have any intangible assets.

(e) In our opinion and according to the information and explanations given to us and on the basis of our examination of the
records of the Company, no proceedings have been initiated or are pending against the Company for holding any benami
property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Refer Note no.
36(b) to the Standalone Financial Statements.

ii. (a) In our opinion and according to the information and explanations given to us, the the Company is in the business of
rendering fund management services and does not have any physical inventories. Accordingly, reporting under clause (ii)(a)
of the Order is not applicable.

(b) According to the information and explanations given to us, the Company has not been sanctioned any working capital limits
from banks or financial institutions at any point of time during the year.

iii. (a) In our opinion and according to the information and explanations given to us, the Company has not provided any guarantee
/ security or granted any loans or advances in nature of loans, secured or unsecured to companies, firms, limited liability
partnerships or any other parties during the year. Accordingly, paragraph 3(iii)(a), 3(iii)(c), 3(iii)(d), and 3(iii)(e) of the Order is
not applicable.

(b) In our opinion and according to the information and explanations given to us, the investments made are, prima facie, not
prejudicial to the Company’s interest. The company has not provided any guarantees security and the terms and conditions
of the grant of all loans and advances in the nature of loans and guarantees. Accordingly, paragraph 3(iii)(b) is not applicable
to that extent.

(c) With respect to clause (iii)(f), in our opinion and according to the information and explanations given to us, the Company has
not granted any loans or advances in nature of loans to Promoters / Related Parties (as defined in section 2(76) of the Act)
which are either repayable on demand or without specifying any terms or period of repayment.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the applicable
provisions of sections 185 and 186 of the Act with respect to the investments made. The Company has not granted any loans
covered or provided any guarantees or securities under Section 185 and Section 186 of the Act.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from
the public during the year in terms of the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules
framed there under. Accordingly, requirements of clause (v) of the Order are not applicable to the Company.

vi. In our opinion and according to the information and explanations given to us, maintenance of Cost Records, for the Company,
has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Accordingly,
paragraph 3(vi) of the Order is not applicable.

vii. (a) In our opinion and according to the information and explanations given to us, amounts deducted/accrued in the books of
account in respect of undisputed statutory dues including Goods and Services Tax, provident fund, income-tax, cess and any
other statutory dues have been regularly deposited by the Company with the appropriate authorities. As explained to us, the
Company did not have any dues on account of employees’ state insurance, sales-tax, duty of customs, duty of excise and
value added tax.

IL&FS Investment Managers Limited

Limited 51
Annexure “A” to the Independent Auditor’s Report on the Standalone Ind AS Financial
Statements of IL&FS Investment Managers Limited for the year ended 31 March 2023

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund,
income-tax, Goods and Services Tax, cess and other material statutory dues were in arrears as at 31 March 2023 for a
period of more than six months from the date they became payable.

(b) In our opinion and according to the information and explanations given to us as mentioned in clause (vii)(a), there are no
outstanding statutory dues which have not been deposited with the appropriate authority on account of any dispute.

viii. In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of
the Company, we confirm that we have not come across any transactions not recorded in the books of account which have been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix. (a) In our opinion and according to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not taken any loans or other borrowings from any financial institutions, banks,
government and dues to debenture holders or in payment of interest thereon to any lender during the year. Hence, reporting
under clause (ix)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the
Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority or any other lender. Refer Note No 36(e) of the Financial Statements.

(c) The Company has not taken any term loan during the year and there are no unutilized term loans at the beginning of the
year and hence, reporting under clause (ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall
examination of the financial statements of the Company, we report that no funds raised on short-term basis have been used
for long-term purposes by the Company.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the
Company, we report that the company has not taken any funds from any entity or person on account of or to meet the
obligations of its subsidiaries or joint ventures.

(f) According to the information and explanations given to us and on an overall examination of the financial statements of
the Company, we report that the company has not raised loans during the year on the pledge of securities held in its
subsidiaries or joint ventures.

x. (a) In our opinion and according to the information and explanations given to us and procedures performed by us, the Company
has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year.
Hence, reporting under clause (x)(a) of the Order is not applicable.

(b) In our opinion and according to the information and explanations given to us, the Company has not made any preferential
allotment / private placement of shares / fully / partly / optionally convertible debentures during the year.

xi. (a) In our opinion and according to the information and explanations given to us, there has been no fraud by the Company or
any fraud on the Company that has been noticed or reported during the year nor have we been informed of any such case
by the Management.

(b) No report under sub-section (12) of section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under
rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the Management, there are no whistle blower complaints received by the Company during the year.

xii. (a) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company.
Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company,
transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such
transactions have been disclosed in the financial statements as required by the applicable accounting standards.

52 Annual Report 2023

Annexure “A” to the Independent Auditor’s Report on the Standalone Ind AS Financial
Statements of IL&FS Investment Managers Limited for the year ended 31 March 2023

xiv. (a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered during the course of our audit, the reports of the Internal Auditor issued till date for the period under
audit.

xv. According to the information and explanations given to us, in our opinion during the year the Company has not entered into any
non-cash transactions with its directors or persons connected with its directors. Accordingly, paragraph 3(xv) of the Order is not
applicable to the Company

xvi. (a) In our opinion, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtaining a valid CoR
from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) The Company is not a Core Investment Company (‘CIC’) as defined in the regulations made by Reserve Bank of India.

(d) As per information provided by the management of the Company, there is one CIC as part of the Group.

xvii. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year and accordingly this clause is not applicable / paragraph
3(xviii) of the Order is not applicable.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates
of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements,
our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of
the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they
fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future
viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither
give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.

xx. (a) According to the information and explanations given to us and based on our examination of the records of the Company, it
is not required to transfer any unspent amount pertaining to the year under report to a Fund specified in Schedule VII to the
Companies Act in compliance with second proviso to sub section 5 of section 135 of the said Act

(b) According to the information and explanations given to us and based on our examination of the records of the Company,
there is no amount which is remaining unspent under sub section 5 of section 135 of the Act pursuant to any ongoing CSR
project.

xxi. Reporting under clause xxi of the Order is not applicable at the standalone level.

For KKC & Associates LLP

Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621

Hasmukh B Dedhia
Partner
ICAI Membership No: 033494
UDIN: 23033494BGWSTB4785

Place: Mumbai
Date: 30 May 2023

IL&FS Investment Managers Limited

Limited 53
Annexure ‘B’ to the Independent Auditors’ report on the Standalone Financial Statements
of IL&FS Investment Managers Limited for the year ended 31 March 2023

(Referred to in paragraph ‘19.7’ under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls with reference to the aforesaid Standalone Financial Statements under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’).

Opinion

1. We have audited the internal financial controls with reference to the Standalone Financial Statements of IL&FS Investment
Managers Limited (‘the Company’) as at 31 March 2023 in conjunction with our audit of the Standalone Financial Statements of the
Company for the year ended on that date.

2. In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to the Standalone
Financial Statements and such internal financial controls were operating effectively as at 31 March 2023, based on the internal
controls over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India (‘the Guidance Note’).

Management’s responsibility for Internal Financial Controls

3. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
controls over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence
to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s responsibility

4. Our responsibility is to express an opinion on the Company’s internal financial controls with reference to the Standalone Financial
Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing
(‘SA‘), prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference
to the Standalone Financial Statements. Those SAs and the Guidance Note require that we comply with the ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference
to the Standalone Financial Statements were established and maintained and whether such controls operated effectively in all
material respects.

5. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
with reference to the Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with
reference to the Standalone Financial Statements included obtaining an understanding of internal financial controls with reference
to the Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to
fraud or error.

6. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls with reference to the Standalone Financial Statements.

Meaning of Internal Financial Controls with reference to the Standalone Financial Statements

7. A company’s internal financial controls with reference to the Standalone Financial Statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements
for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with
reference to the Standalone Financial Statements include those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial
Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that
could have a material effect on the Standalone Financial Statements.

54 Annual Report 2023

Annexure ‘B’ to the Independent Auditors’ report on the Standalone Financial Statements
of IL&FS Investment Managers Limited for the year ended 31 March 2023

Inherent Limitations of Internal Financial Controls with reference to the Standalone Financial Statements

8. Because of the inherent limitations of internal financial controls with reference to the Standalone Financial Statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur
and not be detected. Also, projections of any evaluation of the internal financial controls with reference to the Standalone Financial
Statements to future periods are subject to the risk that the internal financial controls with reference to the Standalone Financial
Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

For KKC & Associates LLP

Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621

Hasmukh B Dedhia
Partner
ICAI Membership No: 033494
UDIN: 23033494BGWSTB4785

Place: Mumbai
Date: 30 May 2023

IL&FS Investment Managers Limited

Limited 55
BALANCE SHEET
AS AT MARCH 31, 2023
(Amount ` in lakhs)

Particulars Note As at March As at March

No. 31, 2023 31, 2022
ASSETS
Financial Assets
Cash and cash equivalents 3 21.21 1,547.52
Bank balance other than above 3 197.96 796.16
Trade Receivables 4 - 220.40
Loans 5 7.03 8.08
Investments 6 10,589.75 7,405.61
Other financial assets 7 49.50 144.82
Total Financial Assets 10,865.45 10,122.59
Non-Financial Assets
Income Tax Asset (net) 8 298.36 57.34
Deferred Tax Assets (net) 9 53.36 32.29
Property, Plant and Equipment 10 6.51 11.52
Other Intangible Assets - -
Other Non-Financial Assets 11 424.09 372.60
Total Non-Financial Assets 782.32 473.75
TOTAL ASSETS 11,647.77 10,596.34
LIABILITIES AND EQUITY
LIABILITIES
Financial liabilities
Payables
Trade payables
total outstanding dues of micro enterprises and small enterprises 12 14.85 14.45
total outstanding dues of creditors other than micro enterprises and small enterprises 12 67.96 154.15
Total Financial liabilities 82.81 168.60
Non-Financial liabilities
Employee benefit obligations 13 42.79 57.80
Other Non-Financial Liabilities 14 238.37 278.62
Total Non-Financial liabilities 281.16 336.42
Equity
Equity Share Capital 15 6,280.85 6,280.85
Other Equity 15 5,002.95 3,810.47
Equity attributable to owners 11,283.80 10,091.32
TOTAL LIABILITIES AND EQUITY 11,647.77 10,596.34

The accompanying Notes are an integral part of the Financial Statements

In terms of our report attached of even date For and on behalf of the Board of Directors

For KKC & Associates LLP S M Datta

Chartered Accountants Chairman
(formerly Khimji Kunverji & Co LLP) DIN : 00032812
Firm Registration No.: 105146W/W100621

Hasmukh B Dedhia Manoj Borkar Sanjay Mitra

Partner Chief Executive Officer & Company Secretary
Membership No. – 033494 Chief Financial Officer

Place : Mumbai Place : Mumbai

Date : May 30, 2023 Date : May 30, 2023

56 Annual Report 2023

STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED MARCH 31, 2023
(Amount ` in lakhs)

Particulars Note For the year For the year

No. ended March ended March
31, 2023 31, 2022

Revenue :

Revenue from Operations 17 376.87 374.82

Other Income 18 3,144.33 2,059.66
Total Revenue 3,521.20 2,434.48
Expenses :
Employee benefit expense 19 543.16 663.24
Depreciation and amortisation expense 10 4.97 7.83
Other Administrative and Operating Expenses 20 610.88 559.43
Total Expenses 1,159.01 1,230.50
Profit before tax 2,362.19 1,203.98
Tax expense : 26

- Current tax - -

- Prior Year Taxes (1.69) (50.55)

- Deferred tax 9 (37.09) 4.86
Total tax expense (38.78) (45.69)
Net Profit after Tax 2,400.97 1,249.67
Other Comprehensive Income
Items that will not be reclassified to profit or loss
Actuarial Gain/(loss) of the defined benefit plans 63.66 15.68

Deferred tax asset/(Liability) on actuarial gain defined benefit plans (16.02) (3.95)

Items that will be reclassified to profit or loss - -

Total Other Comprehensive income/(loss) for the year 47.64 11.73
Total Comprehensive income/(loss) for the year 2,448.61 1,261.40
Earning per equity share :
(Equity shares of Face value (₹) 2/- each)
- Basic 21 0.76 0.40
- Diluted 21 0.76 0.40

The accompanying Notes are an integral part of the Financial Statements

In terms of our report attached of even date For and on behalf of the Board of Directors

For KKC & Associates LLP S M Datta

Chartered Accountants Chairman
(formerly Khimji Kunverji & Co LLP) DIN : 00032812
Firm Registration No.: 105146W/W100621

Hasmukh B Dedhia Manoj Borkar Sanjay Mitra

Partner Chief Executive Officer & Company Secretary
Membership No. – 033494 Chief Financial Officer

Place : Mumbai Place : Mumbai

Date : May 30, 2023 Date : May 30, 2023

IL&FS Investment Managers Limited

Limited 57
STATEMENT OF CHANGES IN EQUITY
AS AT MARCH 31, 2023

A. Equity Share Capital

Note Amount ` in lakhs

Balance as at April 1, 2021 15 6,280.85
Changes in Equity Share Capital due to prior period errors -
Restated balance at the beginning of the reporting period 6,280.85
Changes in equity share capital -
Balance as at March 31, 2022 15 6,280.85
Changes in Equity Share Capital due to prior period errors -
Restated balance at the beginning of the reporting period 6,280.85

Changes in equity share capital -

Balance as at March 31, 2023 15 6,280.85

B. Other equity
(Amount ` in lakhs)

Securities Retained
General Reserve Total
Premium Reserve Earnings
Balance as at April 1, 2021 47.59 3,018.24 425.34 3,491.17
Total Comprehensive Income for the year
Profit for the year - - 1,249.67 1,249.67
Other Comprehensive Income - - 11.73 11.73
Remeasurement of defined benefit liability (net of - - - -
taxes)
Dividend paid during the year - (942.10) - (942.10)
Balance as at March 31, 2022 47.59 2,076.14 1,686.74 3,810.47
Total Comprehensive Income for the year
Profit for the year - - 2,400.97 2,400.97
Other Comprehensive Income - - 47.64 47.64
Remeasurement of defined benefit liability (net of - - - -
taxes)
Dividend paid during the year (1,256.13) (1,256.13)

Balance as at March 31, 2023 47.59 2,076.14 2,879.22 5,002.95

The accompanying Notes are an integral part of the Financial Statements

In terms of our report attached of even date For and on behalf of the Board of Directors

For KKC & Associates LLP S M Datta

Chartered Accountants Chairman
(formerly Khimji Kunverji & Co LLP) DIN : 00032812
Firm Registration No.: 105146W/W100621

Hasmukh B Dedhia Manoj Borkar Sanjay Mitra

Partner Chief Executive Officer & Company Secretary
Membership No. – 033494 Chief Financial Officer

Place : Mumbai Place : Mumbai

Date : May 30, 2023 Date : May 30, 2023

58 Annual Report 2023

CASH FLOW STATEMENT
FOR THE YEAR ENDED MARCH 31, 2023

(Amount ` in lakhs)

Year ended March Year ended March

31, 2023 31, 2022

(A) CASH FLOW FROM OPERATING ACTIVITIES

PROFIT BEFORE TAX 2,362.19 1,203.98
Adjustments for :
Depreciation and Amortization 4.97 7.83
Provision for Employee Benefits (Net of reversal) (15.01) (105.30)
Provision for Expected Credit Loss for trade receivables 331.73 (25.46)
FVTPL (Gain)/Loss of current investments (145.46) (12.15)
FVTPL (Gain)/Loss of non-current investments (301.24) (202.02)
Provision for diminution in value of investment - 15.22
(Profit)/Loss on sale of non-current investments - 243.50
(Profit)/Loss on sale of current investments (54.46) (121.71)
(Profit)/Loss on sale of Property, Plant and Equipment (Net) (7.33) (0.29)
Interest Income (9.45) (82.19)
Dividend Income from current investments 18 (2,604.80) (1,507.72)
Operating Profit before working capital changes (438.86) (586.31)
Changes in working capital :
Adjustments for (increase)/decrease in operating assets :
Trade Receivables (107.65) 263.49
Other Financial Assets 91.56 (72.53)
Other Non-Financial Assets (9.53) 3.83
Adjustments for increase/(decrease) in operating liabilities :
Trade Payables (85.88) (37.49)

Other Non-Financial Liabilities 4.95 8.76

Cashflow after working capital changes (545.41) (420.25)
Less: Taxes (paid)/refund received (Net) (239.34) 0.62
NET CASH GENERATED FROM OPERATING ACTIVITIES A (784.75) (419.63)
(B) CASH FLOW FROM INVESTING ACTIVITIES
(Purchase)/Sale of mutual funds (Net) (2,603.89) 1,068.21
Dividend Income Received 18 2,604.80 1,507.72
(Purchase)/Sale of venture capital funds (Net) (79.01) 19.32
(Investment in)/Redemption from Fixed Deposits 553.00 (553.00)
Purchase of Property, Plant and Equipment’s - (1.67)
Proceeds from Sale of Property, Plant and Equipment’s 7.38 0.30
Interest received 32.29 96.03

NET CASH GENERATED FROM / (USED IN) INVESTING ACTIVITIES B 514.57 2,136.91

IL&FS Investment Managers Limited

Limited 59
CASH FLOW STATEMENT
FOR THE YEAR ENDED MARCH 31, 2023

(Amount ` in lakhs)

Year ended March Year ended March

31, 2023 31, 2022

(C) CASH FLOW FROM FINANCING ACTIVITIES

Dividend paid on Equity Shares 15 (1,256.13) (942.10)

NET CASH USED IN FINANCING ACTIVITIES C (1,256.13) (942.10)

(D) Net Increase/(Decrease) in Cash and Cash Equivalents (A+B +C) (1,526.31) 775.18

Add: Cash and Cash Equivalent at the beginning of the year (Refer 3 1,547.52 772.34
Note 3)

Cash and Cash Equivalent at the end of the year (Refer Note 3) 3 21.21 1,547.52

The accompanying Notes are an integral part of the Financial Statements

In terms of our report attached of even date For and on behalf of the Board of Directors

For KKC & Associates LLP S M Datta

Chartered Accountants Chairman
(formerly Khimji Kunverji & Co LLP) DIN : 00032812
Firm Registration No.: 105146W/W100621

Hasmukh B Dedhia Manoj Borkar Sanjay Mitra

Partner Chief Executive Officer & Company Secretary
Membership No. – 033494 Chief Financial Officer

Place : Mumbai Place : Mumbai

Date : May 30, 2023 Date : May 30, 2023

60 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

1) Corporate Information :
IL&FS Investment Managers Limited (IIML) is a Public Limited Company domiciled in India and its registered office is situated
at The IL&FS Financial Centre, Plot No. C-22, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051. The Company
has been incorporated under the Companies Act, 1956 on February 10, 1986 and is a domestic private equity fund management
company which manages funds on behalf of leading Indian and International Institutions

As at March 31, 2023, Infrastructure Leasing & Financial Services Limited, the holding company owned 50.42% of the Company’s
equity share capital.

2) Significant accounting policies :

(a) Statement of compliance
These financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”)
as per the Companies (Indian Accounting Standards) Rules 2015 notified under Section 133 of the Companies Act, 2013
(CA 2013) and other relevant provisions of the CA 2013 as amended from time to time. These financial statements were
approved by the Board of Directors and authorised for issue on May 30, 2023

(b) Basis of preparation and presentation

The financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities that
are measured at fair value

(c) Fair Value Measurement

Measurement of fair values
A number of the Company’s accounting policies and disclosures require measurement of fair values, for both financial and
non-financial assets and liabilities

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques
as follows :

- Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities

- Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices)

- Level 3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs)

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the
inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair
value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is
significant to the entire measurement

Further information about the assumptions made in measuring fair values is included in the note 27(b) – financial instruments

(d) Financial instruments

(i) Recognition and initial measurement
- Trade receivables are initially recognised when they are originated. All other financial assets and financial
liabilities are initially recognised when the Company becomes a party to the contractual provisions of the
instrument

- A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through
profit and loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or issue

(ii) Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified and measured at amortised cost :

− fair value through other comprehensive income (“FVOCI”)

− FVTPL

IL&FS Investment Managers Limited

Limited 61
NOTES forming part of Financial Statements for the year ended 31st March, 2023

Financial assets are not reclassified subsequent to their initial recognition except if in the period the Company changes
its business model for managing the financial assets

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at
FVTPL :

− the asset is held within a business model whose objective is to hold assets to collect contractual cash flows;
and

− the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding

A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL :

− the asset is held within a business model whose objective is achieved by both collecting contractual cash flows
and selling financial assets; and

− the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at
FVTPL

Subsequent measurement and gains and losses are recognised as :

Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses,
including any interest or dividend income, are recognised in profit or loss

Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective
interest method. The amortised cost is reduced by impairment losses. Interest
income, foreign exchange gains and losses and impairment are recognised in
profit or loss. Any gain or loss on derecognition is recognised in profit or loss

(iii) Financial liabilities: Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at
FVTPL if it is classified as held‑ for‑ trading, or it is a derivative or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are
recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective
interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or
loss on derecognition is also recognised in profit or loss

(iv) Derecognition
- Financial Asset
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial
asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially
all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither
transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the
financial asset

If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains
either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not
derecognised

- Financial Liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or
expired

The Group also derecognises a financial liability when its terms are modified and the cash flows under the
modified terms are substantially different. In this case, a new financial liability based on the modified terms is
recognised at fair value. The difference between the carrying amount of the financial liability extinguished and
the new financial liability with modified terms is recognised in profit or loss

62 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

(v) Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only
when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on
a net basis or to realise the asset and settle the liability simultaneously

(vi) Cash and cash equivalents

Cash comprises of demand deposits with banks. Cash equivalents are short-term balances, highly liquid investments
that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term balance, as
defined above as they are considered an integral part of the Company cash management

(e) Property, Plant and Equipment

Property, plant and equipment acquired by the Company are reported at acquisition cost, with deductions for accumulated
depreciation and impairment losses, if any

The acquisition cost includes the purchase price (excluding refundable taxes) and expenses, directly attributable to bringing
the asset to the site and in working condition for its intended use

Intangible Assets are reported at acquisition value with deductions for accumulated amortisation and impairment losses, if
any

Depreciation on asset is provided pro-rata from the date on which asset is ready to be put to use for its intended purpose on
Straight-Line Method based on the estimated useful life of the assets, which are as follows :

Category of Asset Estimated Useful Life (in years)

Assets :
Furniture and Fixtures 5
Data Processing Equipments (Servers & Networking) 4
Data Processing Equipments (Others) 3
Office Equipments 4
Vehicles 4
Asset given to employees 3
Intangible Assets :
Computer Software 3

As per CA 2013, depreciation of assets is required to be provided based on estimated useful life as per Schedule II of the
CA 2013. However, there are certain categories of assets where the useful life of assets have been assessed as under,
taking into consideration the nature of the asset, the estimated usage of the asset , the operating conditions of the asset, the
past history of replacement , anticipated technological changes etc. Pursuant to the foregoing, it is proposed to continue with
the existing policy of accelerated depreciation on following category of assets:
(i) Mobile Phones and iPad/Tablets 100% depreciated during the year of capitalisation due to extensive usage and
technological obsolescence

(ii) Vehicles as per the current policy of 4 years as against the useful life of 8 years provided in the CA 2013

(iii) Furniture and Fixtures as per current policy of 5 years as against the useful life of 10 years provided in the CA 2013

(iv) Office Equipment as per current policy of 4 years as against the useful life of 5 years provided in the CA 2013

(v) Data Processing Equipment - Servers & Networking as per current policy of 4 years as against the useful life of 6
years provided in the CA 2013

(vi) Assets provided to Employees as perquisites would be depreciated over a period of 3 years in line with the rules set in
the Employee Hand Book

(vii) Individual assets costing ` 5,000/- or less in the year of capitalisation shall be depreciated 100% for all the categories
of assets

IL&FS Investment Managers Limited

Limited 63
NOTES forming part of Financial Statements for the year ended 31st March, 2023

Residual value of all assets is retained at ` 1/- till they are disposed/written off

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property,
plant and equipment is determined as the difference between the sales proceeds and the carrying of the asset and is
recognised in profit or loss

(f) Revenue recognition

(i) Rendering of services
The Company recognises revenue from contracts with customers based on a five step model as set out in Ind AS 115,
Revenue from Contracts with Customers to determine when to recognise revenue and at what amount

Revenue is measured based on the consideration specified in the contract with a customer. Revenue from contracts
with customers is recognised when services are provided and it is highly probable that a significant reversal of
revenue is not expected to occur

If the consideration promised in a contract includes a variable amount, the Company estimates the amount of
consideration to which it will be entitled in exchange for rendering the promised services to a customer. The amount
of consideration can vary because of discounts, rebates, refunds, credits, price concessions, incentives, performance
bonuses, or other similar items. The promised consideration can also vary if an entitlement to the consideration is
contingent on the occurrence or non-occurrence of a future event

The Company principally generates revenue by providing investment management/ advisory services to various funds

Services Nature, timing of satisfaction of performance obligations and significant payment terms

Investment The Company provides investment management/ advisory services to various funds over the
Management/Advisory life of those funds and is entitled to management/ advisory fees. Management/advisory fees
Services are calculated on the applicable rates and bases as stipulated in the investment management/
advisory agreement between the Company and the funds. As the services are to be provided
over the life of the funds, this implies that performance obligation is satisfied over time
The transaction price of the management/ advisory fees is based on the disposition proceeds,
Net invested capital, Net capital commitment, and outstanding capital as applicable (variable
consideration-based), however, this is not constrained since it can easily and accurately be
calculated
The Company determines that it can allocate the entire amount of management/advisory fees
because the management/advisory fees relate specifically to the service provided during life
of the funds
Therefore, revenue in the form of management/ advisory fees is recognised over time

(ii) Recognition of dividend income, interest income from financial instruments

− Dividend income is recognised in the Statement of Profit and Loss on the date on which the Company’s right to
receive dividend is established

− Interest income or expense is recognised using the effective interest rate method

(g) Income Tax

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a
business combination or to an item recognised directly in equity or in other comprehensive income

(i) Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best
estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income
taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date

Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the
recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously

64 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

(ii) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the corresponding amounts used for taxation purposes

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against
which they can be used. The Company recognises a deferred tax asset only to the extent that it has sufficient taxable
temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which
such deferred tax asset can be realised. Deferred tax assets – unrecognised or recognised, are reviewed at each
reporting date and are recognised/reduced to the extent that it is probable/no longer probable respectively that the
related tax benefit will be realised

Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the
liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the
Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax
entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be
realised simultaneously

(h) Foreign Currencies

The Company’s financial statements are presented in INR, which is also the Company’s functional currency

In preparing the financial statements of Company, transactions in currencies other than the Company’s functional currency
(foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each
reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.
Foreign exchange gains and losses resulting from settlement of such transactions are generally recognised in the profit and
loss

Non-monetary foreign currency items are carried at cost

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated
using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-
monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value
of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also
recognised in OCI or profit or loss, respectively)

(i) Provisions (other than for employee benefits), contingent liabilities, contingent assets and commitments
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that
can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure
required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
Expected future operating losses are not provided for

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount cannot be made

A contingent asset is not recognised but disclosed in the financial statements where an inflow of economic benefit is
probable

Commitments includes the amount of purchase order (net of advance) issued to counterparties for supplying/development of
assets and amounts pertaining to Investments which have been committed but not called for

Provisions, contingent assets, contingent liabilities and commitments are reviewed at each balance sheet date

IL&FS Investment Managers Limited

Limited 65
NOTES forming part of Financial Statements for the year ended 31st March, 2023

(j) Impairment of financial assets

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of
impairment loss on the following financial assets and credit risk exposure :

Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are
within the scope of Ind AS 115

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and
all the cash flows that the entity expects to receive (i.e. all cash shortfalls), discounted at the original Effective Interest Rate
(EIR). ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/expense in the
statement of profit and loss

(k) Employee benefits

(i) Short Term Obligations : Liabilities for wages and salaries, including nonmonetary benefits that are expected to
be settled wholly within 12 months after the end of the period in which the employees render the related service
are recognised in respect of employees’ services up to the end of the reporting and are measured at the amounts
expected to be paid when the liabilities are settled

(ii) Retirement benefit costs and termination benefits : Payments to defined contribution retirement benefit plans are
recognised as an expense when employees have rendered service entitling them to the contributions. The Company
has no obligation, other than the contribution payable to the provident fund

The Company provides for gratuity, a defined benefit plan. Incremental liability for gratuity based on actuarial valuation/
management estimates as per the projected unit credit method as at the reporting date, is charged as expenses in the
Statement of Profit and Loss. Actuarial gains and losses arising from changes in actuarial/management assumptions
are recognised in other comprehensive income and shall not be reclassified to the Statement of Profit and Loss in a
subsequent period

(iii) Leave Encashments : The Company provides for the encashment of leave with pay subject to certain rules. The
employees are entitled to accumulate leave subject to certain limits, for future encashment/availment. The liability
is provided based on the actual number of days of unutilised leave at each Balance Sheet date on the basis of a
management estimate/independent actuarial valuation

(l) Leases
At the inception of a contract, assessment is being done by Company whether the contract is, or contains, a lease. A
contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration. The Company reassesses whether a contract is, or contains, a lease only if the terms and
conditions of the contract are changed

As a Lessor :
A lessor shall classify each of its leases as either an operating lease or a finance lease

As a Lessee :
At the commencement date, a lessee shall recognise a right-of-use (“ROU”) asset representing its right to use the underlying
asset and a lease liability representing its obligation to make lease payments. The nature of expenses would be depreciation
charge for ROU assets and interest expense on lease liabilities

The Company in the capacity of lessee has classified each of its leases as short term leases (having a lease term of 12
months or lower) and has recognised the lease payments as an expense on either a straight-line basis over the lease term
or another systematic basis. The related cash flows are classified as Operating activities in the Statement of Cash Flows

(m) Earnings Per Share

In determining earnings per share, the Company considers the profit attributable to the owners of the company. The number
of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the
financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares. The
number of shares used in computing diluted earnings per share comprises the weighted average shares considered for
deriving basic earnings per share, and also the weighted average number of additional equity shares that could have been
issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of
the beginning of the year, unless issued at a later date

66 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

(n) Cash flow Statements

Cash flows are reported using the indirect method, whereby profit/(loss) before tax is adjusted for the effects of transactions
of non-cash nature and any deferrals or accruals of past or future cash receipts or payments and item of income or
expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities
of the Company are segregated based on the available information

(o) Segment reporting

An operating segment is a component of a Company that engages in business activities from which it may earn revenue and
incur expenses, including revenue and expenses that relates to transactions with any of the Company’s other components,
for which discrete financial information is available, and such information is regularly reviewed by the Company’s Chief
Operating Decision Maker (CODM) to make key decision on operations of the segments and assess its performance. The
Company operates in one reportable business segment i.e. “Asset Management and other related service”

(p) Goods and Services Tax

Goods and Services Tax (“GST”) is accounted for in the books in the period in which the underlying service received is
accounted and when there is reasonable certainty in availing the credits

(q) Operating Cycle

Based on the nature of activities of the Company and the normal time between acquisition of assets and their realisation in
cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of
its assets and liabilities as current and non-current

(r) Use of estimates and judgements

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may
differ from these estimates

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
prospectively

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment
in the year ending March 31, 2023 is included in the following notes :

(i) Note 28 Impairment of financial assets (including trade receivable)

(ii) Note 13 Estimation of defined benefit obligations

(iii) Note 32 Estimation for preparation of financials under going concern assumption

(s) Rounding off

All amounts disclosed in the financial statement and notes have been rounded off to the nearest Lakhs, unless otherwise
stated

(t) The Ministry of Corporate Affairs (MCA) on 31st March 2023 through Companies (Indian Accounting Standards) Amendment
Rules, 2023 has notified the following amendments to IND AS which are applicable for the annual periods beginning on or
after 1st April, 2023:

(i) IND AS 1 – Presentation of Financial Statements – This amendment requires the Company to disclose its material
accounting policies rather than their significant accounting policies

(ii) IND AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors - This amendment has changed the
definition of a “change in accounting estimates” to a definition of “accounting estimates”. The amendment clarifies how
companies should distinguish changes in accounting policies from changes in accounting estimates

(iii) IND AS 12 – Income Taxes - This amendment has done away with the recognition exemption on initial recognition of
assets and liabilities that give rise to equal and offsetting temporary differences

The Company will carry out a detailed review of accounting policies to determine material accounting policy information to
be disclosed going forward. The Company does not expect these amendments to have any material impact in its financial
statements

IL&FS Investment Managers Limited

Limited 67
NOTES forming part of Financial Statements for the year ended 31st March, 2023

3) Cash and Cash Equivalents :

(Amount ` in lakhs)

Particulars As at As at
March 31, 2023 March 31, 2022
Cash in hand 0.05 0.38
Bank Balance in current accounts 21.16 47.14
In fixed deposits account with maturity less than 3 months - 1,500.00
Total cash and cash Equivalent 21.21 1,547.52
Other bank balances
Balances with banks for unclaimed dividend 197.96 243.16
In fixed deposits account with maturity more than 3 months - 553.00
Total Other Bank Balances 197.96 796.16
219.17 2,343.68

4) Trade Receivables :
(Amount ` in lakhs)

Particulars As at As at
March 31, 2023 March 31, 2022
Trade receivables
Trade Receivables considered good - Unsecured - 220.40
Trade Receivables - Credit Impaired 363.97 35.92
363.97 256.32
Less: Allowance for Expected Credit Losses (363.97) (35.92)
Total Trade Receivable - 220.40
The Company exposure to credit risk relating to trade receivables and provision for loss allowance is disclosed in Note 28

Ageing of Trade Receivables as at March 31, 2023 (Amount ` in lakhs)

Less 6 More
Unbilled 1-2 2-3
Particulars Not Due than 6 months - than 3 Total
Dues years years
months 1 year years
(i) Undisputed Trade - - - - - - - -
receivables – considered
good
(ii) Undisputed Trade - - - - - - - -
Receivables – which have
significant increase in credit
risk
(iii) Undisputed Trade - - - - - - - -
Receivables – credit
impaired
(iv) Disputed Trade Receivables - - - - - - - -
– considered good
(v) Disputed Trade Receivables - - - - - - - -
– which have significant
increase in credit risk
(vi) Disputed Trade Receivables - - - - - - - -
– credit impaired
Total - - - - - - - -

68 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

Ageing of Trade Receivables as at March 31, 2022

(Amount ` in lakhs)
Less 6 More
Unbilled 1-2 2-3
Particulars Not Due than 6 months - than 3 Total
Dues years years
months 1 year years
(i) Undisputed Trade - - 212.84 7.56 - - - 220.40
receivables – considered
good
(ii) Undisputed Trade - - - - - - - -
Receivables – which have
significant increase in credit
risk
(iii) Undisputed Trade - - - - - - - -
Receivables – credit
impaired

(iv) Disputed Trade - - - - - - - -

Receivables–considered
good
(v) Disputed Trade Receivables - - - - - - - -
– which have significant
increase in credit risk
(vi) Disputed Trade Receivables - - - - - - - -
– credit impaired
Total - - 212.84 7.56 - - - 220.40

5) Loans :
(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022

Unsecured, considered good

Loans and advances to employees 7.03 8.08

Total Loans 7.03 8.08

6) Investments :

(Amount ` in lakhs)
Particular As at March 31, 2023 As at March 31, 2022
QTY ` QTY `
Investments in Equity Instruments
Unquoted at cost
In Subsidiary Companies
IL&FS Asian Infrastructure Managers Ltd 4,591,837 511.83 4,591,837 511.83
IL&FS Urban Infrastructure Managers Ltd 1,000,000 100.00 1,000,000 100.00
IL&FS Investment Advisors LLC 57,001 8.55 57,001 8.55
IIML Asset Advisors Limited (Class A equity shares) 424,762 794.64 424,762 794.64
IIML Asset Advisors Limited (Class B equity shares) 215,948 84.00 215,948 84.00
IIML Fund Managers (Singapore) Pte Ltd 195,000 1,183.63 195,000 1,183.63
Andhra Pradesh Urban Infrastructure Asset Management 10,200,000 1,020.00 10,200,000 1,020.00
Limited

IL&FS Investment Managers Limited

Limited 69
NOTES forming part of Financial Statements for the year ended 31st March, 2023

(Amount ` in lakhs)
Particular As at March 31, 2023 As at March 31, 2022
QTY ` QTY `
IL&FS Infra Asset Management Limited 16,800,000 1,785.84 16,800,000 1,785.84
IL&FS AMC Trustee Limited 250,000 25.28 250,000 25.28
In Joint Venture
IL&FS Milestone Realty Advisors Private Ltd 400,000 8.00 400,000 8.00
Standard Chartered IL&FS Management (Singapore) Pte Ltd 50,000 22.19 50,000 22.19
In Others
Avantika Gas Ltd 8,250 0.82 8,250 0.82
(Less) : Allowance for Impairment (883.83) (883.83)
Total Investment in Equity Instruments (I) 4,660.95 4,660.95
Investment in Unquoted Redeemable Participating Shares
In Subsidiary companies
IL&FS Investment Advisors LLC 100,000 0.45 100,000 0.45
IL&FS Investment Advisors LLC Series I 249,99,900 126.00 249,99,900 126.00
Total Investment in Participating shares (II) 126.45 126.45
Investment in Managerial Units of Venture Fund at cost
Unquoted
Infrastructure Leasing & Financial Services Realty Fund (Class 500 0.50 500 0.50
C Units)
IFIN Realty Trust (Class C Units) 10 1.00 10 1.00
Tara India Fund IV Trust (Class C Units) 50 5.00 50 5.00
Tara India Fund III Trust (Class C Units) 50 5.00 50 5.00
Tara India Fund III Domestic Trust (Class B Units) 500 5.00 500 5.00
Total Investment in Managerial Units of Venture Fund at 16.50 16.50
cost (III)
Investment in Units of Venture Fund at FVTPL
Infrastructure Leasing & Financial Services Realty Fund - Class 192 109.03 192 112.76
A Units
Tara India Fund III Trust - Class A Units 3 23.91 3 24.07
IFIN Realty Trust - Class A Units 44 44.37 44 39.78
Tara India Fund IV Trust - Class A Units 77 917.81 70 538.26
Total Investment in Units of Venture Fund (IV) 1,095.12 714.87
Total Unquoted Investments (I+II+III+IV) (A) 5,899.02 5,518.77
Aggregate amount of unquoted investments 5,899.02 5,518.77
Aggregate amount of Provision for diminution 883.83 883.83
Investment in mutual funds at FVTPL
Unquoted
Kotak Low Duration Fund Growth - Regular Plan - - 21,858.52 596.36
Nippon India Floating Rate Fund - Growth Plan - Growth Option 21,89,615.93 827.78 21,89,615.93 793.29
ICICI Prudential Liquid Fund – Growth - - 6,544.83 20.49
ICICI Savings Fund – Regular – Growth 36,047.46 164.91 - -
HDFC Money Market Fund 16,998.29 823.44 - -
ABSL Money Manager Fund 64,439.60 201.71 83,855 248.44

70 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

(Amount ` in lakhs)
Particular As at March 31, 2023 As at March 31, 2022
QTY ` QTY `
ABSL Floating Rate Fund – Growth 37,381.17 109.51 82,127 228.26
Aditya Birla Index Fund – Regular – Growth 48,96,243.43 514.48 - -
Aditya Birla Savings Fund - Growth 1,13,471.38 526.68 - -
Kotak Liquid Fund – Direct - Growth 1,070.81 48.70 - -
Tata Treasury Advantage Fund - Regular- Growth 15,648.37 523.87 - -
Nippon India Money Market Fund – Growth Plan 5,748.09 202.00 - -
Nippon India Liquid Fund - Growth Plan 490.29 26.74 - -
UTI Money Market Fund 27,640.18 720.91 - -
Total investment in mutual funds (B) 4,690.73 1,886.84
Aggregate amount of unquoted investments 4,690.73 1,886.84
Total Investments (A+B) 10,589.75 7,405.61
The Company exposure to price risk for fair value measurement is disclosed in Note 28

7) Other financial assets :

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Interest accrued - 22.84
Security Deposits 0.16 0.26
Fees accrued but not due 45.02 109.54
Others 15.32 19.50
Less: Allowance for Expected Credit Losses (11.00) (7.32)
Total Other Financial Asset 49.50 144.82
Others include advance recoverable on account of reimbursement of out of pocket expenses

8) Income Tax Asset (net) :

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Advance payment of taxes 298.36 57.34
Total (A) 298.36 57.34
Income tax payable (B) - -
Net Income Tax Assets (A - B) 298.36 57.34

9) Deferred Tax Assets & Liabilities :

(Amount ` in lakhs)

Particulars As at As at
March 31, 2023 March 31, 2022
Deferred Tax Assets (Net) 53.36 32.29
Total 53.36 32.29

IL&FS Investment Managers Limited

Limited 71
NOTES forming part of Financial Statements for the year ended 31st March, 2023

Movement in deferred tax balances :

(Amount ` in lakhs)
Particulars As at March Movement Movement As at March
31, 2023 Recognised in Recognised in 31, 2022
profit and loss OCI
Tax effect of items constituting deferred tax assets
Property, Plant and Equipment 29.29 (5.59) - 34.88
Defined benefit obligation (5.25) (4.18) (16.02) 14.95
Trade Receivables 94.37 83.49 - 10.88
Total 118.41 73.72 (16.02) 60.71
Tax effect of items constituting deferred tax liabilities
FVTPL financial asset (65.05) (36.63) - (28.42)
Total (65.05) (36.63) - (28.42)
Net Tax (Liability)/Asset 53.36 37.09 (16.02) 32.29

10) Property, Plant and Equipment :

(Amount ` in lakhs)
Description of Assets Furniture Office Data Vehicles Total
and Fixtures Equipment’s Processing
Equipment’s
(Others)
I. Deemed Cost
Balance as at April 1, 2021 18.45 23.49 31.48 66.49 139.91
Additions - - 1.67 - 1.67
Disposals (1.65) (1.08) - - (2.73)
Balance as at March 31, 2022 16.80 22.41 33.15 66.49 138.85
Additions - - - - -
Disposals (4.15) (3.32) (3.57) (37.52) (48.56)
Balance as at March 31, 2023 12.65 19.09 29.58 28.97 90.29
II. Accumulated Depreciation and impairment
Balance as at April 1, 2021 17.35 22.52 17.94 64.40 122.21
Deletion on disposal of sale (1.63) (1.08) - - (2.71)
Depreciation expense for the year 0.78 0.22 4.74 2.09 7.83
Balance as at March 31, 2022 16.50 21.66 22.68 66.49 127.33
Deletion on disposal of sale (4.11) (3.31) (1.55) (37.52) (46.49)
Assets Written off - - (2.02) - (2.02)
Depreciation expense for the year 0.07 0.08 4.81 0.00 4.96
Balance as at March 31, 2023 12.46 18.43 23.92 28.97 83.78
III. Net Carrying Amount
Balance as at March 31, 2022 0.30 0.75 10.47 - 11.52
Balance as at March 31, 2023 0.19 0.66 5.66 - 6.51
Note : The company has not revalued its Property, Plant and Equipment during the year

72 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

11) Other Non-Financial Assets :

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Prepaid Expenses 149.96 100.91
Indirect taxes recoverable 274.13 271.69
Total Non-Financial Assets 424.09 372.60

12) Trade Payables :

(Amount ` in lakhs)

Particulars As at As at
March 31, 2023 March 31, 2022
Trade Payables
Total outstanding dues of Micro Enterprises and Small Enterprises * 14.85 14.45
Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises 67.96 154.15
Total Trade Payables 82.81 168.60
Note: According to the records available with the Company, there were no dues to Micro and Small Enterprises under the Micro,
Small and Medium Enterprises Development Act 2006. Hence no disclosures are to be given in respect thereof. This has
been provided by the Company and relied upon by the auditors
* The total amount of outstanding dues to MSME of ` 14.85 Lakhs (Previous Year ` 14.45 Lakhs) represent a provision made
as on March 31, 2023 and for which invoice is not yet received
The Company exposure to liquidity risk relating to trade payables is disclosed in Note 28
Ageing of Trade Payables as at March 31, 2023
(Amount ` in lakhs)
Unbilled Less than More than
Particulars Not Due 1 - 2 years 2 - 3 years Total
Dues 1 year 3 years
MSME 14.85 - - - - - 14.85
Others 21.69 0.25 - - - 46.02 67.96
Disputed dues – MSME - - - - - - -
Disputed dues – Others - - - - - - -
Total 36.54 0.25 - - - 46.02 82.81

Ageing of Trade Payables as at March 31, 2022

(Amount ` in lakhs)
Unbilled Less than More than
Particulars Not Due 1-2 years 2-3 years Total
Dues 1 year 3 years
MSME 14.45 - - - - - 14.45
Others 3.60 104.53 - - 46.02 - 154.15
Disputed dues – MSME - - - - - - -
Disputed dues – Others - - - - - - -
Total 18.05 104.53 - - 46.02 - 168.60

13) Employee benefit obligations :

(Amount ` in lakhs)

Particulars As at As at
March 31, 2023 March 31, 2022
Provision for compensated absences 42.79 57.80
Provision for other employee benefits - -
42.79 57.80

IL&FS Investment Managers Limited

Limited 73
NOTES forming part of Financial Statements for the year ended 31st March, 2023

Particulars relating to IND AS 19 “Employee Benefits” (Revised) is provided below :

a) Defined-Contribution Plans :
The Company has recognised ₹ 24.34 Lakhs (Previous year ` 30.11 Lakhs) as expense in the Statement of Profit and
Loss under Company’s Contribution to Provident Fund, which is maintained with the office of Regional Provident Fund
Commissioner and ` 9.12 Lakhs (Previous year ` 15.54 Lakhs) as Company’s contribution to Superannuation Fund
maintained with Life Insurance Corporation of India

There has been a Supreme Court of India judgement dated February 28, 2019 relating to components of salary structure
that need to be taken into account while computing the contribution to provident fund under the EPF Act. There are
interpretative aspects related to the Judgement including the effective date of application. The Company has deducted
provident fund as per Supreme Court judgement with effect from 01 April 2019. But in the absence of any notification from
PF Authorities, the Company has not deducted additional provident fund of previous years yet. The Company will continue to
assess any further developments in this matter for the implications on financial statements, if any

b) Defined–Benefit Plans :
The Company operates funded post retirement defined benefit plans for gratuity, details of which are as follows :
(Amount ` in lakhs)
Assets and Liability (Balance Sheet Position) As on
Particulars March 31, 2023 March 31, 2022
Present Value of Obligation 322.74 425.45
Fair Value of Plan Assets 453.87 504.23
Net Asset / (Liability) 131.13 78.78

(Amount ` in lakhs)

Expenses Recognised during the year For the year ending

Particulars March 31, 2023 March 31, 2022

In Income Statement 11.51 16.00

In Other Comprehensive Income (63.66) (15.68)
Total Expenses Recognised during the year (52.15) 0.32

(Amount ` in lakhs)

Changes in the Present Value of Obligation For the year ending

Particulars March 31, 2023 March 31, 2022

Present Value of Obligation as at the beginning 425.45 431.42

Current Service Cost 16.47 20.94
Interest Expense or Cost 26.78 26.95
Re-measurement (or Actuarial) (gain)/loss arising from :

- change in demographic assumptions (5.02) (0.98)

- change in financial assumptions (30.98) (1.26)
- experience variance (i.e. Actual experiences assumptions) (23.17) (25.95)
Past Service Cost - -
Benefits Paid (86.79) (25.67)
Present Value of Obligation as at the end of the year 322.74 425.45

74 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

(Amount ` in lakhs)

As on

Bifurcation of Net Liability/(Asset) March 31, 2023 March 31, 2022

Current Liability/(Asset) - Short term (131.13) (78.78)

Non-Current Liability/(Asset) - Long term - -

Net Liability/(Asset) (131.13) (78.78)

(Amount ` in lakhs)

Changes in the Fair Value of Plan Assets For the year ending

Particulars March 31, 2023 March 31, 2022

Fair Value of Plan Assets as at the beginning 504.23 510.53

Investment Income 31.74 31.88

Employer’s Contribution 0.20 -

Benefits Paid (86.79) (25.67)

Return on plan assets, excluding amount recognised in net interest expense 4.49 (12.51)

Fair Value of Plan Assets as at the end of the year 453.87 504.23

(Amount ` in lakhs)

Expenses Recognised in the Income Statement For the year ending

Particulars March 31, 2023 March 31, 2022

Current Service Cost 16.47 20.94

Past Service Cost - -

Loss/(Gain) on settlement - -

Net Interest Cost/(Income) on the Net Defined Benefit Liability/(Asset) (4.96) (4.94)

Expenses Recognised in the Income Statement 11.51 16.00

(Amount ` in lakhs)
Other Comprehensive Income For the year ending
Particulars March 31, 2023 March 31, 2022
Actuarial (gains)/losses
- change in demographic assumptions (5.03) (0.98)
- change in financial assumptions (30.98) (1.26)
- experience variance (i.e. Actual experience vs assumptions) (23.17) (25.95)
Return on plan assets, excluding amount recognised in net interest expense (4.48) 12.51
Re-measurement (or Actuarial) (gain)/loss arising because of change in effect of - -
asset ceiling
(63.66) (15.68)

IL&FS Investment Managers Limited

Limited 75
NOTES forming part of Financial Statements for the year ended 31st March, 2023

Financial Assumption As on
Particulars March 31, 2023 March 31, 2022
Discount Rate (per annum) 7.35% 6.30%
Salary Growth Rate (per annum) 5.00% 6.50%

(Amount ` in lakhs)
As at March 31, 2023 Changes in Impact on define benefit obligation
Assumptions Increase Decrease
Discount Rate 1% (11.73) 12.60
Salary Escalation Rate 1% 12.76 (12.09)
Employee Turnover 0.5% 4.55 (5.98)

(Amount ` in lakhs)

As at March 31, 2022 Changes in Impact on define benefit obligation

Assumptions
Increase Decrease
Discount Rate 1% (16.44) 17.96
Salary Escalation Rate 1% 17.75 (16.55)
Employee Turnover 0.50% (0.44) 0.56

Other Details :
The estimates of future salary increase considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors. The above information is certified by the actuary and relied upon by the Auditors

14) Other Non-financial Liabilities :

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Statutory Dues payable 36.34 29.29
Other Payables 4.07 6.17
Unclaimed Dividend 197.96 243.16
Total Other Non-financial Liabilities 238.37 278.62
a) Other Payables pertains to amount payable for employees Provident Fund, Professional Tax and employee reimbursements
b) Unclaimed Dividend of ` 197.96 Lakhs relates to the period from FY 2015-2016 to FY 2021-2022. During the year ended
March 31, 2023 an amount of ` 62.74 Lakhs (Previous year : ` 61.00 Lakhs) has been transferred to the Investor Education
and Protection Fund relating to amounts for the year ended March 31, 2015 (Previous year : March 31, 2014)

76 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

15) A) Equity Share Capital :

(Amount ` in lakhs)

Particulars As at As at
March 31, 2023 March 31, 2022
Number of ` Number of `
shares shares
AUTHORISED
Equity Shares of ` 2/- each with voting rights 325,000,000 6,500.00 325,000,000 6,500.00
ISSUED, SUBSCRIBED AND FULLY PAID UP
Equity Shares of ` 2/- each with voting rights 314,032,740 6,280.65 314,032,740 6,280.65
Add : Forfeited Shares 0.20 0.20
Equity Shares of ` 2/- each with voting rights 314,032,740 6,280.85 314,032,740 6,280.85

i) Reconciliation of the number of shares outstanding at the beginning and at the end of the year :

Changes in Restated
Equity Share balance at the Changes in
Opening Closing
Particulars Capital due to beginning of Equity Share
balance balance
prior period the reporting Capital
errors period
As at March 31, 2023

Number of shares 314,032,740 - 314,032,740 - 314,032,740

Amount (`) 628,085,480 - 628,085,480 - 628,085,480

As at March 31, 2022

Number of shares 314,032,740 - 314,032,740 - 314,032,740

Amount (`) 628,085,480 - 628,085,480 - 628,085,480

ii) Details of Holding Company and shareholders holding more than 5% of the share capital :

As at March 31, 2023 As at March 31, 2022

No. of Shares No. of Shares
Name of the Shareholder % of Holding % of Holding
held held
Infrastructure Leasing & Financial Services 158,333,152 50.42 158,333,152 50.42
Limited, the Holding Company

iii) Details of Shares held by Promoters as at March 31, 2023 :

As at March 31, 2023 As at March 31, 2022

No. of Shares No. of Shares
Name of the Shareholder % of Holding % of Holding
held held
Infrastructure Leasing & Financial Services 158,333,152 50.42 158,333,152 50.42
Limited, the Holding Company
iv) Rights, preference and restrictions attached to equity shares :
The Company has one class of Equity Shares with face value of Amount ` 2/- each. Each Shareholder has a voting right in
proportion to their holding of the paid up Equity Share Capital of the Company. On winding up of the Company, the holders
of equity shares will be entitled to receive the residual assets of the Company, in proportion to the number of equity shares
held after distribution of all preferential amounts. However, no such preferential amounts exist currently
v) No shares were allotted by the Company as fully paid up by way of bonus shares for preceding five years

IL&FS Investment Managers Limited

Limited 77
NOTES forming part of Financial Statements for the year ended 31st March, 2023

vi) Forfeited shares :

During the financial year 1997-98 the Company had forfeited 10,000 equity shares of ` 2/- each on which amount paid up
was ` 20,000/-
vii) No shares were bought back by the Company during the last five years
viii) No shares were allotted by the Company as fully paid-up ‘pursuant to any contract without payment being received in cash’
in last five years

B) Other Equity :
(Amount ` in lakhs)

Particulars As at As at
March 31, 2023 March 31, 2022

Securities Premium Reserve 47.59 47.59

General Reserve 2,076.14 2,076.14

Retained Earnings 2,879.22 1,686.74

Total Other Equity 5,002.95 3,810.47

Securities Premium Reserve

Opening Balance 47.59 47.59

Closing Balance 47.59 47.59

General Reserve

Opening Balance 2,076.14 3,018.24

Dividend paid during the year - (942.10)

Closing Balance 2,076.14 2,076.14

Retained Earnings

Opening Balance 1,686.74 425.34

Net Profit/(Loss) for the year 2,400.97 1,249.67

Other Comprehensive Income 47.64 11.73

Dividend paid during the year (1,256.13) -

Closing Balance 2,879.22 1,686.74

Nature and purpose of reserve :

a) Security Premium Reserve :
Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited
purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013

b) General Reserve :
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes as the
general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive
income, items included in the general reserve will not be reclassified subsequently to profit or loss

78 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

16) i) Capital Commitments :

(Amount ` in lakhs)

Particulars As at As at
March 31, 2023 March 31, 2022
Capital Commitments :
Uncalled commitments on units of Venture Capital Fund 225.07 304.08

ii) There are no claims against the company not acknowledged as debt or any liability of contingent nature

17) Revenue from Operations :

(Amount ` in lakhs)
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Fees from Advisory Services 188.54 370.32
Fees from Management Services 188.33 4.50
Total Revenue from Operations 376.87 374.82

18) Other Income:

Other Income comprises of :

(Amount ` in lakhs)
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Interest Income
On Financial Assets recognised at amortised cost :
- Demand Deposits with Banks 7.40 29.93
- Other Deposits/Loans 0.38 0.44
On Others :
Interest on Income Tax Refund 1.67 51.83
Dividend income
- Dividend income from Investments 2,604.80 1,507.72
Realised gain/(loss) on sale of investments :
- On non-current investments - -
- Other current investments 54.46 121.71
Net unrealised gain/(loss) on investments at FVTPL :
- On current investments 446.69 214.17
Reversal of Expected Credit Loss on receivables/financial assets - 25.46
Reversal of Excess PRP Provision - 100.00
Profit on sale of Fixed Asset 7.33 0.29
Foreign Exchange Gain 21.08 8.10
Miscellaneous Income 0.52 0.01
3,144.33 2,059.66
19) Employee Benefit Expense :
(Amount ` in lakhs)
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Salaries and Allowances 493.98 597.87
Contribution to Provident fund and other funds 46.01 61.65
Staff Training and welfare expenses 3.17 3.72
543.16 663.24

IL&FS Investment Managers Limited

Limited 79
NOTES forming part of Financial Statements for the year ended 31st March, 2023

20) Other Administrative and Operating Expenses :

a) Other Administrative and Operating Expenses consists of :

(Amount ` in lakhs)
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Rent 83.83 73.10
Rates and Taxes 22.21 16.68
Electricity and Water Charges 1.80 1.33
Travelling and Conveyance 10.35 6.23
Insurance 13.08 40.69
Repairs and Maintenance 1.78 14.35
Audit Fees [see Note (b)] 29.49 28.98
Legal and Professional Expenses 58.72 58.87
Director Sitting Fees 8.50 4.65
Expenditure on Corporate Social Responsibility 13.37 15.18
Miscellaneous Expenses 36.02 40.65
Provision for expected loss on trade receivables 331.73 -
Net Loss on sale of non-current investments - 243.50
Provision for diminution in value of investments - 15.22
610.88 559.43
Miscellaneous Expenses includes advertisement expenses, general office expenses, postage and telecommunication,
printing and stationery and subscription to clubs/associations
b) Audit fees consists of amount paid/payable :
(Amount ` in lakhs)
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Statutory Audit 16.50 16.50
Limited review of quarterly results 8.25 8.25
Out of pocket expenses 0.34 0.03
For other services, certification etc. 4.40 4.20
Total 29.49 28.98
The above fees are exclusive of GST

c) Earnings in Foreign Currency (on accrual basis) :

(Amount ` in lakhs)
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Management / Advisory Fee Income 188.54 370.32
Dividend Income - 1,507.72

d) Expenditure in Foreign Currency (on accrual basis) on :

(Amount ` in lakhs)
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Legal and Professional Fees - 0.34

80 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

21) Earnings Per Share :

In accordance with the Indian Accounting Standard on ‘Earnings Per Share’ (IND AS-33), the Basic Earnings per Share and Diluted
Earnings Per Share has been computed by dividing the Profit After Tax by the number of equity shares for the respective period as
under :
(Amount ` in lakhs)

Particulars For the year ended For the year ended

March 31, 2023 March 31, 2022
Profit After Tax (₹) 2,400.97 1,249.67
Weighted Average Number of Equity Shares in calculating Basic and Diluted EPS 3,140.33 3,140.33
(i) Nominal Value per share (₹) 2.00 2.00
(ii) Basic Earnings per share (₹) 0.76 0.40
(iii) Diluted Earnings per share (₹) 0.76 0.40

22) Leases :
The Company has entered into business service agreement with IL&FS for usage of certain office facilities along with user of
certain furniture, fixtures and other facilities at IL&FS business centre. Agreement is executed for a period of 12 months effective
from 1st April, 2022. Agreement can be renewed for further period with mutual consent of the both the parties. Therefore, there is
no impact on lease payments due to adoption of Ind AS 116 by the Company for the year ended March 31, 2023

23) Dividend paid in Foreign Currencies to Non-resident Shareholders :

The dividend of Rs Nil (Previous Year : Nil) has been paid in Foreign Currencies to non-resident shareholders in current year

24) Derivatives and foreign currency Exposures :

There are no forward exchange contracts outstanding as at March 31, 2023

25) Disclosure as required by IND AS 24 on “Related Party Disclosures” are made below :
Related Parties with whom there were transactions during the year :

a) Name of the Related Parties and Description of Relationship :

Sr. No. Holding Company

1 Infrastructure Leasing & Financial Services Limited [IL&FS]
Sr. No. Subsidiaries
1 IL&FS Urban Infrastructure Managers Limited [IUIML]
2 IL&FS Asian Infrastructure Managers Limited [IAIML]
3 IL&FS Investment Advisors LLC [IIAL]
4 IIML Asset Advisors Limited [IAAL]
5 IIML Fund Managers (Singapore) Pte Ltd [IFMSPL]
6 Andhra Pradesh Urban Infrastructure Asset Management Limited [APUIAML]
7 IL&FS Infra Asset Management Limited [IIAML]
8 IL&FS AMC Trustee Limited [IATL]
Sr. No. Fellow Subsidiaries
1 IL&FS Securities Services Limited [ISSL]
2 IFIN Realty Trust [IFINRT]
3 IL&FS IIDC Fund [IIDC]
4 IL&FS Energy Development Company Limited [IEDCL]
5 IL&FS ORIX Trust [ORIX Trust]

IL&FS Investment Managers Limited

Limited 81
NOTES forming part of Financial Statements for the year ended 31st March, 2023

Sr. No. Joint Venture Companies

1 IL&FS Milestone Realty Advisors Private Limited [IMRAPL]
2 Standard Chartered IL&FS Management (Singapore) Pte Limited [SCIMSPL]
Sr. No. Key Management Personnel
1 Mr S M Datta - Chairman & Non-Executive Independent Director
2 Mr Chitranjan S Kahlon - Non-Executive Independent Director
3 Mr Nand Kishore - Non-Executive Director
4 Mr Kaushik Modak - Non-Executive Director
5 Ms Priya Shetty - Non-Executive Director
6 Ms Lubna Usman - Non-Executive Director

b) The nature and volume of transactions during the year ended March 31, 2023, with the above related parties were as
follows :

(Amount ` in lakhs)
Key
Holding Fellow Joint
Nature of Transaction Subsidiaries Management
Company Subsidiaries Ventures
Personnel
Advisory/Management Fee Income
IIAL - 181.55 - - -
Dividend Income
IIAML - 2,284.80 - - -
IMRAPL - 320.00 - - -
Other Expenses
ISSL - - 1.40 - -
Rent paid
IL&FS 83.83 - - - -
Repairs & Maintenance – Others
IL&FS 0.39 - - - -
Electricity Charges
IL&FS 1.82 - - - -
Other Reimbursement (Paid)/Recovered
IL&FS 0.30 - - - -
IAIML - 0.145

IFINRT - - 22.34 - -
Dividend Paid
IL&FS 633.33 - - - -
Payment to Directors
Sitting Fees - - - - 8.50

82 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

c) The nature and volume of transactions during the year ended March 31, 2022, with the above related parties were as follows :

(Amount ` in lakhs)
Key
Holding Fellow Joint
Nature of Transaction Subsidiaries Management
Company Subsidiaries Ventures
Personnel
Advisory/Management Fee Income
IIAL - 153.80 - - -
Dividend Income
IIAL - 1,507.72 - - -
Other Expenses
ISSL - - 2.25 - -
Rent paid
IL&FS 73.10 - - - -
Repairs & Maintenance – Others
IL&FS 11.32 - - - -
Electricity Charges
IL&FS 1.58 - - - -
Other Reimbursement (Paid)/Recovered
IL&FS 0.48 - - - -
IAAL - 0.28 - - -
IAIML - 3.51 - - -
IFINRT - - 38.92 - -
ORIX Trust - - 0.24 - -
Dividend Paid
IL&FS 475.01 - - - -
Payment to Directors
Sitting Fees - - - - 4.65

d) Statement of significant balances as at March 31, 2023 are as follows :

(Amount ` in lakhs)
Key
Holding Fellow
Nature of Transaction Subsidiaries Management
Company Subsidiary
Personnel

Trade Payables

IL&FS 0.03 - - -

ISSL - - 1.20 -

IFINRT - - 0.49

Trade Receivables

IIDC Fund - - 7.56 -

Short Term Advances

IIAL - 45.02 - -

IEDCL - - 0.16 -

IL&FS Investment Managers Limited

Limited 83
NOTES forming part of Financial Statements for the year ended 31st March, 2023

e) Statement of significant balances as at March 31, 2022 are as follows :

(Amount ` in lakhs)

Holding Fellow Key Management

Nature of Transaction Subsidiaries
Company Subsidiary Personnel

Trade Payables

IL&FS 0.03 - - -

ISSL - - 1.37 -

Trade Receivables

IIDC Fund - - 7.56 -

Short Term Advances

IIAL - 29.68 - -

IEDCL - - 0.16 -

IFINRT - - 0.93 -

Above mentioned related parties are identified by Management and the same has been relied upon by Auditors

All transaction with related parties are priced on an arm’s length basis and resulting outstanding balance are expected to be
recovered in cash within six months of the reporting except for which provision is already made

The Company is dependent on information from the Holding Company for its Related Parties as defined under Ind AS 24 and
under the Companies Act, 2013

26) Income Tax Expense :

(Amount ` in lakhs)
Particulars March 31, 2023 March 31, 2022

(a) Income Tax expense

Current Tax

Current tax on Profit for the year - -

Deferred Tax (37.09) 4.86

Prior Year Taxes (1.69) (50.55)

Total Income tax expense (38.78) (45.69)

(b) Reconciliation of tax expense and accounting profit multiplied by India tax rate

Profit from operations before income tax expense 2,362.19 1,203.98

Dividend Income 2,604.80 1,507.72

India tax rate 25.17% 25.17%

594.56 303.04

84 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

Tax effect of amounts which are not deductible (allowable) in calculating taxable income :

Deduction/disallowance under various sections of Income Tax Act, 1961 (594.56) (303.04)

Deferred tax (37.09) 4.86

Prior Year Taxes (1.69) (50.55)

Total Income tax expense (38.78) (45.69)

The Company has elected to exercise the option u/s 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws
(Amendment) Act, 2019 for the year ended March 31, 2023 and has accordingly remeasured it deferred tax assets/(liabilities) basis
the rates prescribed in said section

27) Fair Value Measurements :

(a) Financial Instruments by category :
(Amount ` in lakhs)
Carrying amount
March 31, 2023 Fair value through Fair value through other
Amortised Cost Total
profit and loss comprehensive income
Financial assets
Loans - - 7.03 7.03
Security Deposits - - 0.16 0.16
Venture Capital Funds 1,111.62 - - 1,111.62
Mutual Funds 4,690.73 - - 4,690.73
Trade Receivables - - 0.00 0.00
Cash and Cash Equivalents - - 219.17 219.17
Others - - 49.34 49.34
Total Financial Asset 5,802.35 - 275.70 6,078.05
Financial Liabilities
Trade Payables - - 82.81 82.81
Total Financial Liabilities - - 82.81 82.81

(Amount ` in lakhs)
Carrying amount
March 31, 2022 Fair value through Fair value through other
Amortised Cost Total
profit and loss comprehensive income
Financial assets
Loans - - 8.08 8.08
Security Deposits - - 0.26 0.26
Venture Capital Funds 731.37 - - 731.37
Mutual Funds 1,886.84 - - 1,886.84
Trade Receivables - - 220.40 220.40
Cash and Cash Equivalents - - 2,343.68 2,343.68
Others - - 144.56 144.56
Total Financial Asset 2,618.21 - 2,716.98 5,335.19
Financial Liabilities
Trade Payables - - 168.60 168.60
Total Financial Liabilities - - 168.60 168.60

IL&FS Investment Managers Limited

Limited 85
NOTES forming part of Financial Statements for the year ended 31st March, 2023

(b) Fair value hierarchy :

As at March 31, 2023 (Amount ` in lakhs)

Level of input Level of input Level of input

Particulars Carrying Amount used in used in used in
Level 1 Level 2 Level 3
Financial assets
At FVTPL
Venture Capital Funds 1,111.62 - - 1,111.62
Mutual Funds 4,690.73 4,690.73 - -

As at March 31, 2022 (Amount ` in lakhs)

Level of input Level of input Level of input

Particulars Carrying Amount used in used in used in
Level 1 Level 2 Level 3
Financial assets
At FVTPL
Venture Capital Funds 731.37 - - 731.37
Mutual Funds 1,886.84 1,886.84 - -

The financial instruments are categorised into three levels based on the inputs used to arrive at fair value measurements as
described in Note 2 (c) of the financial statement

The following methods and assumptions were used to estimate the fair values :
The fair values of the units of mutual fund schemes are based on net asset value at the reporting date

The fair value of Venture Capital Funds is valued using discounted cash flow analysis and inputs based on information
about market participants’ assumptions and other data that are available. The discount rates used is based on management
estimates

28) Financial Risk Management :

The Company has exposure to the following risks from financial instruments :

1. Credit risk

2. Liquidity risk

3. Market risk

Risk management framework

The Company has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost
of managing the risks. Management continually monitors the risk management process to ensure adherence to appropriate risk
limits and controls are set in place

The Board of Directors oversees how management monitors compliance with the Company’s risk management process and
procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company

Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company.
The Company has a practice of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from
defaults. At the end of the year, the details of the trade receivables were as follows :

86 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Trade Receivable - 220.40
The receivables consist of amounts owed to the Company from funds under its management/advisory services and are bound to
be recovered since the Company has investment management agreements/advisory agreements with such entities

Reconciliation of expected credit loss on trade receivables

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Expected credit loss at the beginning of the year 35.92 53.94
Add/(less): changes in allowance 328.05 (18.02)
Expected credit loss at the end of the year 363.97 35.92
Others financial asset are advances are recoverable on account of reimbursement of out of pocket expenses. Provision is taken
on a case to case basis depending on circumstances with respect to non-recoverability of the amount. At the end of the year, the
details of the financial assets were as follows :
(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Interest accrued - 22.84
Security Deposits 0.16 0.26
Others 60.34 129.04
Less: Allowance for Expected Credit Losses (11.00) (7.32)
Total Other Financial Asset 49.50 144.82

Reconciliation of expected credit loss on other financial asset

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Expected credit loss at the beginning of the year 7.32 14.77
Add/(less): changes in allowance 3.68 (7.45)
Expected credit loss at the end of the year 11.00 7.32
Cash and cash equivalents and Other Bank Balances are held with Indian banks having high quality credit rating
Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The
Company maintains sufficient cash to address any liquidity risk that may arise

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are
reviewed regularly to reflect changes in market conditions and the Company’s activities

Maturity profile of financial liabilities

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Less than 1 year
Non- interest bearing instrument
Trade payable 82.81 168.60

IL&FS Investment Managers Limited

Limited 87
NOTES forming part of Financial Statements for the year ended 31st March, 2023

Market risk
Market risk’ is the risk that changes in market prices, such as interest rates, foreign exchange rates, equity prices and credit
spreads (not relating to changes in the obligor’s/issuer’s credit standing) will affect the Company’s income or the fair value of its
holdings of financial instruments. The Company’s financial assets and liabilities are denominated in INR and most transactions are
made in INR. The Company receives sub advisory fee income in USD on a quarterly basis whilst the reporting currency of the
Company is in INR
(Amount (USD) in Lakhs)
Particulars Financial Asset Financial Asset
As at As at
March 31, 2023 March 31, 2022
US Dollars 0.55 3.28
Total 0.55 3.28

(Amount (USD) in Lakhs)

Particulars 5% increase/ 5% increase/
(decrease) USD (decrease)
Impact USD Impact
As at As at
March 31, 2023 March 31, 2022

Impact on profit and loss account 0.03/(0.03) 0.17 / (0.17)

Interest rate risk

The Company is not exposed to interest rate risk as the Company has fixed interest bearing financial assets

Price risk

The Company has invested in the Mutual Funds and Venture capital funds

Mutual fund and venture capital funds Net Asset Values (NAVs) are impacted by a number of factors like interest rate risk, credit
risk, liquidity risk, market risk in addition to other factors

A movement of 5% in NAV mutual funds on either side can lead to a gain/loss of ` 234.54 Lakhs and ` 94.34 Lakhs on the overall
portfolio as at March 31, 2023 and March 31, 2022 respectively

A movement of 5% in NAV Venture Capital Funds on either side can lead to a gain/loss of ` 54.76 Lakhs and ` 35.74 Lakhs on
the overall portfolio as at March 31, 2023 and March 31, 2022 respectively

Capital Management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to
stakeholders through the optimisation of the debt and equity balance. As part of its capital risk management policies, the Company
reviews the capital structure to ensure that it has an appropriate portion of net debt to equity. Net financial debt is defined as
current and non-current financial liabilities less cash and cash equivalents and short-term investments. The debt equity ratio
highlights the ability of a business to repay its debts. The Net financial debt position of the Company as on March 31, 2023 and
March 31, 2022 is negative which signifies the Company has more than sufficient cash to pay off its liabilities

29) Segment Reporting :

(a) Description of segments and principal activities

The Company is a domestic private equity fund management company which manages funds on behalf of leading Indian
and International Institutions. The operations of the Company are limited to one segment viz. Asset Management and other
related service. As such, there are no separate reportable business or geographical segments as per as per the Indian
Accounting Standard 108 (Ind AS) on Operating Segment

88 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

(b) Segment Revenue

The amount of revenue from external customers broken down by location of the customers is shown in the table below :
(Amount ` in lakhs)
Revenue For the year ended For the year ended
March 31, 2023 March 31, 2022
Within India 188.33 4.50
Outside India 188.54 370.32

(c) All assets of the Company are domiciled in India

(d) Information about revenue from major customers

(Amount ` in lakhs)
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Revenue 369.88 370.32

30) CSR expenditure :

a) Gross amount required to be spent by the Company during the year ` 13.37 Lakhs (Previous year ` 15.18 Lakhs)

b) Amount spent during the year on :

(Amount ` in lakhs)
In cash Yet to be paid in cash Total
(i) Construction/acquisition of any asset - - -
(ii) On purposes other than (i) above 13.37 - 13.37

31) The Ministry of Corporate Affairs (MCA), Government of India, has vide its letter dated October 1, 2018 initiated investigation by
Serious Fraud Investigation Office (SFIO) against IL&FS, the Holding Company and its subsidiaries (including the Company) under
Section 212(1) of the Companies Act, 2013. On December 3, 2018, MCA on the directions of the National Company Law Tribunal,
Mumbai (NCLT) has impleaded various Group Companies of IL&FS (which includes the Company) as Respondents to the Petition
filed by them on October 1, 2018. Further based on another petition of the MCA under section 130 (1) of the Companies Act, 2013,
the NCLT has, on January 1, 2019, ordered re-opening of books of accounts for the past financial year 2012-13 to financial year
2017-18 of IL&FS, IL&FS Financial Services Limited (‘IFIN’ a fellow subsidiary) and IL&FS Transportation Networks Limited (‘ITNL’
a fellow subsidiary). While the Company, based on its current understanding, believes that the above would not have a material
impact on the financial results, the implications, if any, arising from the aforesaid developments would be known only after the
aforesaid matters are concluded and hence are not determinable at this stage

32) The term of most of the existing funds being managed / advised by the Company has already been over. Other funds being
managed/advised by the company are approaching end of their term in near future which has resulted in significant reduction in
the Company’s fee revenue. Management expects that its future income from existing funds being managed/advised together with
liquid assets held by the Company as at March 31, 2023 will be adequately sufficient to meet the Company’s existing and future
obligations arising over the next 12 months. Management believes that use of the going concern assumption for preparation of
these financial results is appropriate

33) The Board of Directors, in their meeting held on May 30, 2023 have proposed a final dividend of ` 0.80 per equity share amounting
to ` 2,512.26 Lakhs. The proposal is subject to the approval of shareholders at the Annual General Meeting

IL&FS Investment Managers Limited

Limited 89
NOTES forming part of Financial Statements for the year ended 31st March, 2023

34) Key Financial Ratios :

March March %
Particulars Numerator Denominator Explanation
31, 2023 31, 2022 Variance
Current Ratio Current Assets Current Liabilities 16.76 11.11 50.88 There is increase in fair value
of Investment which has
resulted in increase in Current
asset and thereby increase in
Current ratio
Debt-Equity Ratio Total Debt Shareholders' NA NA
Equity
Debt Service Earnings available Debt Service NA NA
Coverage Ratio for debt service
Return on Equity Net Profits after Average 22.47 12.58 78.54 There is increase in Dividend
Ratio Taxes Shareholders' income which has resulted
Equity in increase of Profit and
increase in Return on Equity
Ratio
Inventory turnover Cost of Goods Average Inventory NA NA
ratio Sold
Trade Receivable Revenue Average Trade 3.42 1.10 209.68 As there is reduction in Trade
Turnover ratio Receivable receivables, the ratio has
increased
Trade Payable Purchases or Average Trade NA NA
Turnover ratio purchases or other Payables
services
Net Working Revenue Working Capital 7.44 8.20 (10.20)
Capital Turnover
Ratio
Net Profit Ratio Net Profit Revenue 637.08 333.40 91.08 There is increase in fair value
of Investment and Dividend
income with no corresponding
increase in expense which has
resulted in increase Net Profit
ratio
Return on Capital Earning before Capital Employed 20.93 11.93 75.47 There is increase in fair value
Employed interest and taxes of Investment and Dividend
income which has resulted in
increase Return on Capital
Employed
Return on Income during the Time weighted 5.57 0.98 471.09 There is increase in fair value
Investment year average of of Investment and Dividend
Investment income which has resulted in
increase Return on Investment

90 Annual Report 2023

NOTES forming part of Financial Statements for the year ended 31st March, 2023

35) The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013
or Section 560 of Companies Act, 1956 during the financial year except as disclosed below. The dividend payment was made to
shareholders during the year who are struck off Companies as under :
(Amount ` in lakhs)

Shareholders Unclaimed Dividend Unclaimed Dividend

payable as at March payable as at March
31, 2023 31, 2022
Dashtina Investments Private Limited 0.01 0.01
Prakash Mehra Pictures Private Limited *0.00 *0.00
Kothari Intergroup Limited *0.00 *0.00
Dreams Broking Private Limited *0.00 *0.00
Crises Financial Services Private Limited *0.00 *0.00
0.01 0.01
* Amount are below ₹ 1,000

Below struck off companies are equity shareholders of the Company as on the Balance Sheet date :

Shareholders No. of Shares held No. of Shares held

as at March 31, 2023 as at March 31, 2022
Dashtina Investments Private Limited 1,687 1,687
Prakash Mehra Pictures Private Limited 840 840
Kothari Intergroup Limited 1 1
Dreams Broking Private Limited 55 55
Crises Financial Services Private Limited 1,500 1,500

36) The disclosure requirements to be given pursuant to Gazette notification for Amendments in Schedule III to Companies Act, 2013
dated March 24, 2021 effective from April 1, 2021 pertaining to the following matters are not applicable to the company :

(a) Disclosure on Revaluation of property, plant and equipment and intangible assets from Registered Valuers

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(c) Registration of charges or satisfaction with Registrar of Companies

(d) Transactions with Crypto Currency or Virtual Currency

(e) The company has not been declared a willful defaulter by any Bank or financial institution or other lender

(f) As per clause (87) of section 2 and section 186(1) of the Companies Act, 2013 and Rules made there under, the company is
in compliance with the number of layers as permitted under the said provisions

(g) There are no transactions recorded in books of accounts reflecting surrender/disclosure of income in the assessment under
Income Tax Act, 1961

(h) Disclosures relating to Borrowings obtained on the basis of security of current assets and utilisation thereof

37) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall :

(a) 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

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

IL&FS Investment Managers Limited

Limited 91
NOTES forming part of Financial Statements for the year ended 31st March, 2023

38) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall :

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

39) The Board of Directors of the Company at its meeting held on February 14, 2022 approved a Scheme of Amalgamation of its two
wholly owned subsidiaries IL&FS Asian Infrastructure Managers Limited and IIML Asset Advisors Limited with the Company, subject
to approval of shareholders and/or creditors of the respective companies and necessary regulatory approvals. The Appointed Date
for the said Scheme of Amalgamation is scheduled to be April 1, 2022

40) Previous year numbers are regrouped/reclassified wherever necessary

In terms of our report attached of even date For and on behalf of the Board of Directors

For KKC & Associates LLP S M Datta

Chartered Accountants Chairman
(formerly Khimji Kunverji & Co LLP) DIN : 00032812
Firm Registration No.: 105146W/W100621

Hasmukh B Dedhia Manoj Borkar Sanjay Mitra

Partner Chief Executive Officer & Company Secretary
Membership No. – 033494 Chief Financial Officer

Place : Mumbai Place : Mumbai

Date : May 30, 2023 Date : May 30, 2023

92 Annual Report 2023

FORM AOC-1

Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in `)

(1) Sr. No. 1 2 3 4 5 6 7 8

(2) Name of the IL&FS Asian IL&FS Urban IIML Asset Andhra IL&FS AMC IL&FS IL&FS IIML Fund
subsidiary Infrastructure Infrastructure Advisors Pradesh Trustee Infra Asset Investment Managers
Managers Managers Limited Urban Limited Management Advisors (Singapore)
Limited Limited Infrastructure Limited LLC Pte Limited
Asset
Management
Limited
(3) The date since 27/04/2006 24/05/2006 01/08/2010 15/07/2016 01/01/2017 01/01/2017 31/01/2006 13/12/2011
when subsidiary was
acquired
(4) Reporting period 31-Mar-23 31-Mar-23 31-Mar-23 31-Mar-23 31-Mar-23 31-Mar-23 31-Mar-23 31-Mar-23
for the subsidiary
concerned, if different
from the holding
company’s reporting
period
(5) Reporting currency NA NA NA NA NA NA USD @ USD @
and Exchange rate as 82.2169 82.2169
on the last date of the
relevant Financial year
in the case of foreign
subsidiaries
(6) Share capital 45,918,370 10,000,000 64,071,000 200,000,000 2,500,000 193,980,000 13,500,197 118,362,823
(7) Reserves & Surplus 8,852,920 62,367,992 64,066,453 107,968,706 2,280,779 206,904,275 830,674,321 (84,812,477)
(8) Total assets 55,526,289 89,522,541 130,149,296 453,219,596 5,486,137 415,935,089 864,413,442 33,916,910
(9) Total Liabilities 754,999 17,154,549 2,011,844 145,250,891 705,358 15,050,814 20,238,924 366,564
(10) Investments - - 117,755,772 - - - 329 -
(11) Turnover / Total 2,596,666 45,774,072 5,746,950 446,912,296 1,629,974 162,399,327 16,290,439 -
Revenue
(12) Profit before taxation 2,431,384 2,178,571 5,534,711 104,472,616 665,275 104,312,387 (9,333,769) (508,086)
(13) Provision for taxation 700,214 - 377,816 23,038,404 167,436 27,454,369 - -
(14) Profit after taxation 1,731,170 2,178,571 5,156,895 81,434,213 497,839 76,858,018 (9,333,769) (508,086)
(15) Proposed Dividend - - - - - - - -
(16) % of shareholding 100% 100% 100% 51% 100% 86.61% 100% 100%
(1) Names of subsidiaries which are yet to commence operations NIL

(2) Names of subsidiaries which have been liquidated or sold during the year NIL

Susim Mukul Datta Manoj Borkar Sanjay Mitra

Chairman Chief Executive Office & Chief Financial Officer Company Secretary

Place : Mumbai
Date : May 30, 2023

IL&FS Investment Managers Limited

Limited 93
FORM AOC-1

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Sr. No. Name of Joint Ventures IL&FS Milestone Advisors Private Limited Standard Chartered IL&FS Singapore Pte
Limited
1 Latest audited Balance Sheet Date 31-Mar-23 31-Mar-23
2 Shares of Joint Ventures held by the 400,000 Equity Shares of ` 10 each 50,000 Equity shares of USD 1
company on the year end
3 Amount of Investment in Joint Venture ` 4,000,000 ` 2,218,500
4 Extent of Holding % 40% 50%
5 Description of how there is significant Based on Equity holding Based on Equity holding
influence
6 Reason why the joint venture is not NA NA
consolidated
7 Networth attributable to Shareholding as per 11,929,669 615,147
latest audited Balance Sheet (`)
8 Profit / Loss for the year
(i) Considered in Consolidation (`) 31,922,864 -
(ii) Not Considered in Consolidation - -
(1) Names of associates or joint ventures which are yet to commence operations NIL NIL

(2) Names of associates or joint ventures which have been liquidated or sold during the year NIL NIL

Susim Mukul Datta Manoj Borkar Sanjay Mitra

Chairman Chief Executive Office & Chief Financial Officer Company Secretary

Place : Mumbai
Date : May 30, 2023

94 Annual Report 2023

Independent Auditors’ Report

To The Members of IL&FS Investment Managers Limited

Report on the audit of the Consolidated Financial Statements

Qualified Opinion

1. We have audited the accompanying consolidated Ind AS financial statements of IL&FS Investment Managers Limited (‘the Holding
Company’ or ‘the Parent’ or ‘the Company’) and its subsidiaries (the parent and its subsidiaries together referred to as ‘the Group’),
its joint ventures, which comprise the consolidated balance sheet as at 31 March 2023 and the consolidated statement of profit or
loss (including other comprehensive income), the consolidated statement of changes in equity and consolidated statement of cash
flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies and other explanatory information (‘the Consolidated Financial Statements’).

2. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration
of reports of other auditors on separate financial statements of such subsidiaries, joint ventures as were audited by the other
auditors, except for the possible impacts of the matters described in the ‘Basis for Qualified Opinion’ paragraph below, the
aforesaid Consolidated Financial Statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated
state of affairs of the Group, its joint ventures as at 31 March 2023, and its consolidated profit and other comprehensive income,
consolidated changes in equity and its consolidated cash flows for the year then ended.

Basis for Qualified Opinion

3. Attention is drawn to Note 33 of the Consolidated Financial Statements which describes the situation faced by the Group in view
of the ongoing investigation by Serious Fraud Investigation Office of Ministry of Company Affairs (‘SFIO’) against Infrastructure
Leasing & Financial Services Limited (‘IL&FS’ or ‘the Ultimate Holding Company’), and its subsidiaries (including the Group).
Further, the National Company Law Tribunal (‘NCLT’) has ordered re-opening of books of accounts of IL&FS and its two
subsidiaries (other than the Group and its joint ventures) for the past financial years as referred to in the note. In view of the
aforesaid ongoing investigations of the entire IL&FS Group (including the Group) by the SFIO and re-opening of books of accounts
of the Ultimate Holding Company and two of its subsidiaries by the NCLT, we are unable to comment on the consequential
impact(s) upon conclusion of the said investigation and re-opening of the books of account on these Consolidated Financial
Statements.

4. The Consolidated Financial Statements include financial statements of one of the material subsidiaries whose financial statements,
as certified by its management, reflect total assets of Rs. 4,532.20 lakhs as at 31 March 2023, total revenues of Rs. 4,469.12
lakhs, total net profit after tax of Rs. 814.34 lakhs and total comprehensive income of Rs. 821.88 lakhs and cash inflows (net) of
Rs. 1.84 lakhs for the period from 1 April 2022 to 31 March 2023 respectively. The Consolidated Financial Statements also include
the Group’s share of net profit after tax of Rs. 319.23 lakhs for the period from 1 April 2022 to 31 March 2023 in respect of a joint
venture. The financial statements of these entities, as certified by their managements, are material to the Group. As the Board
meetings of the said entities of the Group haven’t been conducted to approve their financial statements, the provision of Regulation
33(3)(h) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, which
require a listed entity to ensure that, for the purposes of Consolidated Financial Statements, at least eighty percent each of the
consolidated revenue, assets and profits, should be subjected to audit or in case of unaudited financial statements, subjected to
limited review, is not met by the Parent for the year under report.

5. 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 Consolidated Financial
Statements section of our report. We are independent of the Group, its joint ventures 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 Consolidated 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 along with the consideration of audit reports of the other auditors referred to in the ‘Other Matters’ paragraph below is
sufficient and appropriate to provide a basis for our opinion on the Consolidated Financial Statements.

IL&FS Investment Managers Limited

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Independent Auditors’ Report

Materiality Uncertainty relating to Going Concern

6. Attention is drawn to Note 34 of the Consolidated Financial Statements regarding reduction in fee revenue of the Holding Company
& few of its subsidiaries significantly coupled with the lack of any immediate new fund raise resulting in the reduced estimates of
future fee revenue, there is material uncertainty of the Group’s continuity as going concern. However, considering management’s
expectations of Group’s ability to, at least, meet its obligations over the next 12 months out of its earnings and liquid assets, the
management believes that the use of ‘going concern’ assumption for preparation of the Consolidated Financial Statements is
appropriate. Our opinion is not modified in respect of this matter.

Emphasis of Matter
7. Attention is drawn to Note 36 of the Consolidated Financial Statements which describes that three entities of the Group being
consolidated have ceased their operations and their respective standalone financial statements are not prepared on ‘going concern’
basis but on realisable value basis. Our opinion is not modified in respect of this matter.

Key Audit Matters

8. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated
Financial Statements of the current year. These matters were addressed in the context of our audit of the Consolidated 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
9. The Holding Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Holding Company’s annual report but does not include the Consolidated 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.

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

11. In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed and
based on the work done / audit report of other auditors, we conclude that there is a material misstatement of this other information,
we are required to report that fact.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
12. The Holding Company’s Board of Directors are responsible for the preparation and presentation of these Consolidated Financial
Statements, that give a true and fair view of the consolidated state of affairs, consolidated profit and other comprehensive income,
consolidated changes in equity and consolidated cash flows of the Group including its joint ventures in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards (‘Ind AS’) specified under section
133 of the Act. The respective Board of Directors of the companies included in the Group and of its joint ventures are responsible
for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the
Group and of its joint ventures and for preventing and detecting frauds and other irregularities; the selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness
of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of
preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid.

13. In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included in the Group
and of its joint ventures are responsible for assessing the ability of each company 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 Group or to cease operations, or has no realistic alternative but to do so.

14. The respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for overseeing
the financial reporting process of the Group and of its joint venture.

Auditor’s responsibilities for the audit of the Consolidated Financial Statements

15. Our objectives are to obtain reasonable assurance about whether the Consolidated 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

96 Annual Report 2023

Independent Auditors’ Report

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
Consolidated Financial Statements.

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

16.1. Identify and assess the risks of material misstatement of the Consolidated 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.

16.2. 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) of the Act, we are also responsible for expressing our opinion on whether the
Holding Company has adequate internal financial controls with reference to the Consolidated Financial Statements and the
operating effectiveness of such controls.

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

16.4. Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the ability of the Group and its joint ventures 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 Consolidated 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 Group and its joint
ventures to cease to continue as a going concern.

16.5. Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures,
and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that
achieves fair presentation.

16.6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group and its joint ventures to express an opinion on the Consolidated Financial Statements. We are responsible for
the direction, supervision and performance of the audit of financial statements of such entities included in the Consolidated
Financial Statements of which we are the independent auditors. For the other entities included in the Consolidated Financial
Statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision
and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

17. We communicate with those charged with governance of the Holding Company and such other entities included in the
Consolidated Financial Statements of which we are the independent auditors 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.

18. 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.

19. From the matters communicated with those charged with governance, we determine those matters that were of most significance in
the audit of the Consolidated Financial Statements of the current year and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters
20. The Consolidated Financial Statements include the audited financial statements of two subsidiaries, whose financial statements
reflect total assets of Rs. 4,214.21 lakhs as at 31 March 2023, total revenue of Rs. 1,640.29 lakhs, total net profit after tax of Rs.
773.56 lakhs and total comprehensive income of Rs. 775.50 lakhs and cash outflows (net) of Rs. 1,576.63 lakhs for the period
from 1 April 2022 to 31 March 2023 respectively, as considered in the Consolidated Financial Statements which have been audited

IL&FS Investment Managers Limited

Limited 97
Independent Auditors’ Report

by their respective independent auditors. The independent auditors’ reports on financial statements of these entities have been
furnished to us and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures
included in respect of these entities and our report in terms of provisions of Section 143 of the Act, in so far as it relates to the
aforesaid entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph
above.

21. The Consolidated Financial Statements also include the financial statements of two subsidiary companies, incorporated outside
India, whose financial statements reflect total assets of Rs. 8,679.97 lakhs as at 31 March 2023, total revenue of Rs. 163.76
lakhs, total net loss of Rs. 105.83 lakhs and total comprehensive loss of Rs. 105.83 lakhs and cash inflows (net) of Rs. 2,281.49
lakhs for the period from 1 April 2022 to 31 March 2023 respectively, as considered in the Consolidated Financial Statements.
These financial statements have been audited by the other auditors as per the requirements of the applicable reporting framework
of those countries / jurisdictions and have been converted as per the requirements of Ind AS by the management of the Parent.
Our opinion, in so far as it relates to the amounts and disclosures included in respect of these entities and our report in terms
of provisions of Section 143 of the Act, in so far as it relates to the aforesaid entities, is based solely on the reports of the other
auditors and the conversion adjustments prepared by the management of the Parent.

22. The Consolidated Financial Statements include the unaudited financial statements of one subsidiary, incorporated outside India,
whose financial statements reflect total assets of Rs. 339.17 lakhs as at 31 March 2023, total revenue of Rs. Nil and total
net loss of Rs. 5.08 lakhs and total comprehensive loss of Rs. 5.08 lakhs and cash outflows (net) of Rs. 4.37 lakhs for the
period from 1 April 2022 to 31 March 2023 respectively, as considered in the Consolidated Financial Statements. These unaudited
financial statements have been furnished to us by the Management of the Parent and our opinion on the consolidated financial
statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary is based solely on such
unaudited financial statements as certified by the management of the Parent. In our opinion and according to the information and
explanations given to us by the Board of Directors, these financial statements are not material to the Group.

23. The Consolidated Financial Statements include the unaudited financial statements of one subsidiary and a joint venture, as referred
to in paragraph 4 above have been furnished to us by the Management of the Parent and our opinion on the consolidated financial
statements, in so far as it relates to the amounts and disclosures included in respect of these entities is based solely on such
unaudited financial statements as certified by the management of the said entities. In our opinion and according to the information
and explanations given to us, the financial statements of these entities are material to the Group.

24. Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and
the financial statements certified by the Management, except for entities referred to in paragraph 23 above.

Report on Other Legal and Regulatory Requirements

25. As required by section 143(3) of the Act, based on our audit and on the consideration of audit reports of the other auditors on
separate financial statements of such subsidiaries and joint ventures as were audited by other auditors, as noted in the ‘Other
Matters’ paragraph, we report, to the extent applicable, that:

25.1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements.

25.2. Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion,
proper books of account as required by law relating to preparation of the aforesaid Consolidated Financial Statements have
been kept so far as it appears from our examination of those books and the reports of the other auditors.

25.3. The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income),
the consolidated statement of changes in equity and the consolidated statement of cash flow dealt with by this Report are
in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Financial
Statements.

25.4. In our opinion, the aforesaid Consolidated Financial Statements comply with the Ind AS specified under Section 133 of the
Act.

25.5. The matter relating to going concern described under para 6 above and matters relating to investigation by SFIO against
IL&FS and its subsidiaries (including the Group) and NCLT order of re­-opening of books of accounts of IL&FS and its two
subsidiaries (other than the Group and its Joint Ventures) for the past financial years as described in para 3 above, in our
opinion, may have an adverse effect on the functioning of the Group depending on final outcome of these matters

98 Annual Report 2023

Independent Auditors’ Report

25.6. On the basis of the written representations received from the directors of the Holding Company as on 31 March 2023, taken on
record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies,
and joint ventures incorporated in India, none of the directors of the Group companies, its joint venture incorporated in India are
disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.

25.7. With respect to the adequacy of internal financial controls with reference to the Consolidated Financial Statements of the
Holding Company, its subsidiary companies, and joint venture incorporated in India and the operating effectiveness of such
controls, refer to our separate report in ‘Annexure A’.

25.8. In our opinion and according to the information and explanations given to us and based on the reports of the statutory
auditors of such subsidiary companies, and joint venture incorporated in India which were not audited by us, the
remuneration paid during the current year by the Holding Company, its subsidiary companies, and joint ventures incorporated
in India to its directors is in accordance with the provisions of Section 197 of the Act.

26. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based
on the consideration of audit reports of the other auditors on separate financial statements of such subsidiaries, and joint ventures,
as noted in the ‘Other Matters’ paragraph:

26.1. The Consolidated Financial Statements disclose the impact of pending litigations as at 31 March 2023 on the consolidated
financial position of the Group and its joint ventures – Refer Note 16 to the consolidated financial statements.

26.2. The Group, and its joint venture did not have any material foreseeable losses on long-term contracts including derivative
contracts.

26.3. There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund
by the Holding Company and/or its subsidiary companies and joint ventures incorporated in India during the year ended 31
March 2023.

26.4. The respective managements of the Holding Company, its subsidiaries, and joint ventures incorporated in India whose
financial statements have been audited by other auditors, under the Act have represented to us and to the other auditors of
such subsidiaries, and joint ventures respectively, 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 Holding
Company or any of such subsidiaries, and joint ventures 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
Holding Company or any of such subsidiaries, and joint ventures (‘Ultimate Beneficiaries’) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.

26.5. The respective managements of the Holding Company, its subsidiaries and joint ventures which are companies incorporated
in India whose financial statements have been audited by other auditors, under the Act have represented to us and to the
other auditors of such subsidiaries and joint ventures respectively, to best of their knowledge and belief, that no funds have
been received by the Holding Company or any of such subsidiaries and joint ventures from any person(s) or entity(ies),
including foreign entities (‘Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the
Holding Company or any of such subsidiaries and joint ventures 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.

26.6. Based on such audit procedures, that has been considered reasonable and appropriate in the circumstances, performed by
us and those performed by auditors of the subsidiaries and joint ventures incorporated in India whose financial statements
have been audited under the Act, nothing has come to our or other auditor’s notice that has caused us or other auditors to
believe that the representation under para 26.4 and 26.5 contain any material misstatement.

26.7. In our opinion and according to the information and explanations given to us and as stated in Note 37 to the Consolidated
Financial Statements:

(a) The final dividend proposed in the previous year, declared and paid by the Holding Company, its subsidiaries and its
joint ventures during the year is in accordance with Section 123 of the Act, as applicable.

(b) The interim dividend declared and paid by the Holding Company’s subsidiaries and its joint ventures during the year
and until the date of this report is in compliance with Section 123 of the Act.

IL&FS Investment Managers Limited

Limited 99
 Independent Auditors’ Report

(c) The Board of Directors of the Holding Company have proposed final dividend for the year which is subject to the
approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance
with section 123 of the Act, as applicable.

26.8. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), provides for the feature of recording of
audit trail (edit log) facility in the accounting software used by the Group and its joint ventures for maintenance of books of
account, which is applicable to them from financial year beginning 1 April 2023. The reporting under clause (g) of Rule 11 of
Companies (Audit and Auditors) Rules, 2014 would be done from financial year 2023-24 onwards.

27. With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor’s Report) Order, 2020 ( ‘CARO’) issued
by Central Government in terms of Section 143(11) of the Act, to be included in Auditor’s report, according to the information and
explanations given to us, and based on the CARO reports issued by us for the Company and based on our consideration of CARO
reports issued by respective auditors of the companies included in Consolidated Financial Statements, we report that there are no
qualifications or adverse remarks in these CARO reports.

For KKC & Associates LLP

Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621

Hasmukh B Dedhia
Partner
ICAI Membership No: 033494
UDIN: 23033494BGWSTC4622
Place: Mumbai
Date: 30 May 2023

100 Annual Report 2023

Annexure “A” to the Independent Auditors’ report on the Consolidated Financial
Statements of IL&FS Investment Managers Limited for the year ended 31 March 2023

(Referred to in paragraph “25.7” under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls with reference to the aforesaid Consolidated Financial Statements under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

Opinion
1. In conjunction with our audit of the Consolidated Financial Statements of IL&FS Investment Managers Limited as of and for the
year ended 31 March 2023, we have audited the internal financial controls with reference to the Consolidated Ind AS Financial
Statements of IL&FS Investment Managers Limited (‘the Holding Company’), its subsidiary companies and joint venture, which are
companies incorporated in India, as of that date.

2. In our opinion, the Holding Company, its subsidiary companies and joint venture, which are companies incorporated in India, have,
in all material respects, an adequate internal financial controls with reference to the Consolidated Financial Statements and such
internal financial controls were operating effectively as at 31 March 2023, based on the internal controls over financial reporting
criteria established by the respective companies considering the essential components of such internal controls stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India (‘the Guidance Note’).

Management’s responsibility for Internal Financial Controls

3. The respective management and Board of Directors of the Holding Company, its subsidiary companies, and joint venture which
are companies incorporated in India, are responsible for establishing and maintaining internal financial controls with reference to
Consolidated Financial Statements based on the internal controls over financial reporting criteria established by the respective
companies considering the essential components of internal control stated in the Guidance Note. These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information, as required under the Act.

Auditor’s responsibility
4. Our responsibility is to express an opinion on the Holding Company, its subsidiaries and joint venture, which are companies
incorporated in India, internal financial controls with reference to the Consolidated Financial Statements based on our audit. We
conducted our audit in accordance with the Guidance Note and the Standards on Auditing (‘SA’), prescribed under section 143(10)
of the Act, to the extent applicable to an audit of internal financial controls with reference to the Consolidated Financial Statements.
Those SAs and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls with reference to the Consolidated Financial Statements
were established and maintained and if such controls operated effectively in all material respects.

5. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to the Consolidated Financial Statements and their operating effectiveness. Our audit of internal financial controls with
reference to the Consolidated Financial Statements included obtaining an understanding of internal financial controls with reference
to the Consolidated Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of the internal controls based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material misstatement of the Consolidated Financial Statements,
whether due to fraud or error.

6. We believe that the audit evidence we have obtained, and the audit evidence obtained by the other auditors in terms of their
reports referred to in the ‘Other Matters’ paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on
the internal financial controls with reference to the Consolidated Financial Statements.

Meaning of Internal Financial controls with reference to the Consolidated Financial Statements
7. A company’s internal financial controls with reference to the Consolidated Financial Statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to
the Consolidated Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide

IL&FS Investment Managers Limited

Limited 101
 Annexure “A” to the Independent Auditors’ report on the Consolidated Ind AS Financial
Statements of IL&FS Investment Managers Limited for the year ended 31 March 2023

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

Inherent Limitations of Internal Financial Controls with reference to the Consolidated Financial Statements
8. Because of the inherent limitations of internal financial controls with reference to the Consolidated Financial Statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur
and not be detected. Also, projections of any evaluation of the internal financial controls with reference to the Consolidated
Financial Statements to future periods are subject to the risk that the internal financial controls with reference to the Consolidated
Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

Other Matters
9. Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial
controls system with reference to the Consolidated Financial Statements in so far as it relates to subsidiary companies, and joint
venture, which are companies incorporated in India, is based on the corresponding reports of the auditors of the said entities.

For KKC & Associates LLP

Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621

Hasmukh B Dedhia
Partner
ICAI Membership No: 033494
UDIN: 23033494BGWSTC4622
Place: Mumbai
Date: 30 May 2023

102 Annual Report 2023

CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2023

(Amount ` in lakhs)
Particulars Notes As at As at
Ref. March 31, 2023 March 31, 2022
ASSETS
Financial Assets
Cash and Cash Equivalents 3 2,352.28 6,933.34
Bank balance other than above 3 13,007.91 12,331.56
Trade Receivables 4 1,713.48 900.36
Loans 5 29.53 26.73
Investments 6 7,124.79 3,188.13
Other financial assets 7 915.82 1,150.40
Total Financial Assets 25,143.81 24,530.52
Non-Financial Assets
Income Tax Asset (net) 8 851.62 325.16
Property, Plant and Equipment 9A 39.39 27.72
Other Intangible Assets 9B 0.08 0.25
Other Non-Financial Assets 10 664.76 601.55
Total Non-Financial Assets 1,555.85 954.68
TOTAL ASSETS 26,699.66 25,485.20
LIABILITIES AND EQUITY
LIABILITIES
Financial liabilities
Payables
Trade payables
total outstanding dues of micro enterprises and small enterprises 11 19.82 24.57
total outstanding dues of creditors other than micro enterprises and small 11 940.92 697.67
enterprises
Total Financial liabilities 960.74 722.24
Non-Financial liabilities
(a) Deferred Tax Liabilities (Net) 12 978.02 952.35
(b) Employee benefit obligations 13 266.44 295.90
(c) Other Non-Financial liabilities 14 806.87 549.05
Total Non-Financial liabilities 2,051.33 1,797.30
Equity
(a) Equity Share Capital 15 6,280.85 6,280.85
(b) Other Equity 15 15,360.91 14,791.63
Equity attributable to owners 21,641.76 21,072.48
Non-controlling interests 2,045.83 1,893.18
Total Equity 23,687.59 22,965.66
TOTAL EQUITY AND LIABILITIES 26,699.66 25,485.20

The accompanying Notes are an integral part of the consolidated financial statements
In terms of our report attached of even date For and on behalf of the Board of Directors

For KKC & Associates LLP S M Datta

Chartered Accountants Chairman
(formerly Khimji Kunverji & Co LLP) DIN : 00032812
Firm Registration No.: 105146W/W100621

Hasmukh B Dedhia Manoj Borkar Sanjay Mitra

Partner Chief Executive Officer & Company Secretary
Membership No. – 033494 Chief Financial Officer

Place : Mumbai Place : Mumbai

Date : May 30, 2023 Date : May 30, 2023

IL&FS Investment Managers Limited

Limited 103
 CONSOLIDATED STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED MARCH 31, 2023

(Amount ` in lakhs)

Particulars Notes For the year For the year

Ref. ended ended
March 31, 2023 March 31, 2022
1 REVENUE
Revenue from operations 17 6,444.57 4,165.42
Other Income 18 1,106.77 1,576.98
Total Revenue 7,551.34 5,742.40
2 EXPENSES
Employee Benefits expense 19 1,532.10 1,687.82
Depreciation and Amortisation Expense 9 19.11 21.08
Other Expenses 20 4,157.69 2,502.33
Total Expenses 5,708.90 4,211.23
3 Profit before share of profit of equity accounted investees and income tax 1,842.44 1,531.17
4 Share of profit/(loss) of joint ventures 319.23 (4.80)
5 Profit/(loss) before tax before exceptional items 2,161.67 1,526.37
6 Exceptional Items - -
Profit/(loss) before tax after exceptional items 2,161.67 1,526.37

7 Tax Expense
Current Tax 567.92 330.48

Prior Year Taxes 0.38 (40.69)

Deferred Tax (106.37) (74.95)

461.93 214.84

8 Profit/(loss) after tax for the year 1,699.74 1,311.53

Profit/(Loss) for the year attributable to:

Owners of the Group 1,197.80 778.98

Non-controlling interests 501.94 532.55

9 Other Comprehensive Income

Items that will not be reclassified to profit or loss
Remeasurements of the defined benefit liabilities/(asset) 70.32 18.15

Income tax relating to items that will not be reclassified to profit or loss (132.05) (52.95)

Items that will be reclassified to profit or loss

Exchange differences in translating the consolidated financial statements of 693.37 298.76
foreign operations
Total Other comprehensive Income 631.64 263.96

Total Other comprehensive income for the year attributable to:

Owners of the Group 627.69 264.80

Non-controlling interests 3.95 (0.84)

104 Annual Report 2023

CONSOLIDATED STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED MARCH 31, 2023

(Amount ` in lakhs)

Particulars Notes For the year For the year

Ref. ended ended
March 31, 2023 March 31, 2022

10 Total Comprehensive income/(loss) for the year 2,331.38 1,575.49

Total comprehensive income for the year attributable to:

Owners of the Group 1,825.49 1,043.78

Non-controlling interests 505.89 531.71

Earnings per equity share

(equity shares of face value Rs. 2/- each)

Basic and Diluted 0.38 0.25

The accompanying Notes are an integral part of the consolidated financial statements
In terms of our report attached of even date For and on behalf of the Board of Directors

For KKC & Associates LLP S M Datta

Chartered Accountants Chairman
(formerly Khimji Kunverji & Co LLP) DIN : 00032812
Firm Registration No.: 105146W/W100621

Hasmukh B Dedhia Manoj Borkar Sanjay Mitra

Partner Chief Executive Officer & Company Secretary
Membership No. – 033494 Chief Financial Officer

Place : Mumbai Place : Mumbai

Date : May 30, 2023 Date : May 30, 2023

IL&FS Investment Managers Limited

Limited 105
 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED MARCH 31, 2023

a. Equity Share Capital

(Amount ` in lakhs)
Particulars
Balance as at March 31, 2021 6,280.85
Changes in Equity Share Capital due to prior period errors -
Restated balance at the beginning of the reporting period 6,280.85
Changes in equity share capital -
Balance as at March 31, 2022 6,280.85
Changes in Equity Share Capital due to prior period errors -
Restated balance at the beginning of the reporting period 6,280.85
Changes in equity share capital -
Balance as at March 31, 2023 6,280.85

b. Other equity (Amount ` in lakhs)

Foreign
Securities Capital Currency
General Retained
Premium Reserve on Translation Total
Reserve Earnings
Reserve consolidation Reserve
Adjustment
Balance as at March 31, 2021 47.59 1,790.43 3,156.58 6,888.83 2,806.52 14,689.95
Total Comprehensive Income for the year
Profit - - - - 1,311.53 1,311.53
Other Comprehensive Income - - - 298.76 (34.80) 263.96
Minority Interest - - - - (531.71) (531.71)
Dividend paid - - (942.10) - - (942.10)
Balance as at March 31, 2022 47.59 1,790.43 2,214.48 7,187.59 3,551.54 14,791.63
Total Comprehensive Income for the year
Profit - - - - 1,699.74 1,699.74
Other Comprehensive Income - - - 693.37 (61.73) 631.64
Minority Interest - - - - (152.64) (152.64)
Dividend paid - - - - (1,609.46) (1,609.46)
Balance as at March 31, 2023 47.59 1,790.43 2,214.48 7,880.96 3,427.45 15,360.91
The accompanying Notes are an integral part of the consolidated financial statements

In terms of our report attached of even date For and on behalf of the Board of Directors

For KKC & Associates LLP S M Datta

Chartered Accountants Chairman
(formerly Khimji Kunverji & Co LLP) DIN : 00032812
Firm Registration No.: 105146W/W100621

Hasmukh B Dedhia Manoj Borkar Sanjay Mitra

Partner Chief Executive Officer & Company Secretary
Membership No. – 033494 Chief Financial Officer

Place : Mumbai Place : Mumbai

Date : May 30, 2023 Date : May 30, 2023

106 Annual Report 2023

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED MARCH 31, 2023

(Amount ` in lakhs)
Figures for the Figures for the
Particulars year ended March year ended March
31, 2023 31, 2022
I Cash Flow from Operating Activities
Profit/(Loss) Before Tax 2,161.67 1,526.36
Adjustments For:
Depreciation and amortisation expense 19.12 21.08
Provision for Employee benefit obligation (net of reversal) (29.47) (45.12)
Provision for Expected Credit Loss for trade receivables 555.63 (662.11)
(Gain)/Loss on fair valuation of mutual funds (188.88) (223.49)
Loss on fair valuation of venture capital funds (301.24) 3.33
(Profit)/Loss on sale of non-current investments - 243.50
(Profit)/Loss on sale of current investments (66.86) (135.02)
(Profit)/Loss on sale of Property, Plant and Equipment (Net) (7.33) (0.45)
Interest Income (508.80) (451.17)
Operating Profit/(Loss) Before Working Capital Changes 1,633.84 276.91
Changes in working capital:
Adjustments for (increase)/decrease in operating assets:
Trade Receivables (1,340.48) 945.74
Other Financial Assets 205.05 (289.80)
Other Non- Current Assets 7.11 (50.76)
Adjustments for increase/(decrease) in operating liabilities:
Trade Payables 238.49 (36.33)
Other Non-financial Liability 303.01 26.23

1,047.02 871.99
Less: Taxes (paid)/refund received (net) (1,094.75) (228.63)
Net Cash generated from/(used in) Operating Activities (47.73) 643.36

II Cash Flow from Investing Activities

(Purchase) / Sale of mutual funds (Net) (3,298.70) 1,246.93
(Increase)/Decrease in equity instrument (80.97) (210.33)
(Investment in)/Redemption from investment in Fixed Deposits (Net) (721.55) (3,014.58)
Proceeds from Sale of equity instrument - 19.33
Proceeds from Sale of Property, Plant and Equipment 6.59 0.46
Purchase of Property, Plant and Equipment (29.89) (6.64)
Interest Income 507.28 449.24
Net Cash generated from/(used in) Investing Activities (3,617.24) (1,515.57)

IL&FS Investment Managers Limited

Limited 107
 CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED MARCH 31, 2023
(Amount ` in lakhs)

Figures for the Figures for the

Particulars year ended March year ended March
31, 2023 31, 2022
III Cash Flow from Financing Activities
Dividend Paid (1,609.46) (942.10)
Net Cash (used in) Financing Activities (1,609.46) (942.10)
IV Net (Decrease)/Increase in Cash and Cash Equivalent (I+II+III) (5,274.43) (1,814.31)
Effect of exchange differences on Foreign Currency Translation 693.37 298.76

(4,581.06) (1,515.55)
Add: Cash and Cash Equivalent at the beginning of the year (Refer Note 3) 6,933.34 8,448.89
Cash and Cash Equivalent at the end of the year 2,352.28 6,933.34

Notes:

The accompanying Notes are an integral part of the Consolidated Financial Statements

In terms of our report attached of even date For and on behalf of the Board of Directors

For KKC & Associates LLP S M Datta

Chartered Accountants Chairman
(formerly Khimji Kunverji & Co LLP) DIN : 00032812
Firm Registration No.: 105146W/W100621

Hasmukh B Dedhia Manoj Borkar Sanjay Mitra

Partner Chief Executive Officer & Company Secretary
Membership No. – 033494 Chief Financial Officer

Place : Mumbai Place : Mumbai

Date : May 30, 2023 Date : May 30, 2023

108 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

1) Corporate Information
IL&FS Investment Managers Limited (IIML) is a Public Limited Group domiciled in India and its registered office is situated at The
IL&FS Financial Centre, Plot No. C-22, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400051. The Company has been
incorporated under the Companies Act, 1956 on February 10, 1986 and is a domestic private equity fund management Company
which manages funds on behalf of leading Indian and International Institutions

As at March 31, 2023, Infrastructure Leasing & Financial Services Limited, the holding Group owned 50.42% of the Group’s equity
share capital

2) Significant Accounting Policies

(a) Statement of compliance :
These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred
to as “Ind AS”) prescribed under Section 133 of the Companies Act, 2013 (CA 2013) read with the Companies (Indian
Accounting Standards) Rules as amended from time to time. These consolidated financial statements were approved by the
Board of Directors and authorised for issue on May 30, 2023

(b) Basis of preparation and presentation :

The consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and
liabilities that are measured at fair value. The financial statements of its subsidiary IIML Fund Managers (Singapore) Pte
Ltd and its Joint Ventures IL&FS Milestone Realty Advisors Private Limited and Standard Chartered IL&FS Management
(Singapore) Pte Ltd have been prepared on the basis that it does not continue as a going concern and consequently, the
assets were measured at the net realisable value and liabilities at the cost to settle

(c) Basis of Consolidation :

The Consolidated financial statements incorporate the financial statements of the Companies controlled by the Group and its
subsidiaries. Control is achieved when the Group :

• has power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control listed above

The Group combines the consolidated financial statements of the parent and its subsidiaries line by line adding together
like items of assets, liabilities, equity, income and expenses. Inter Group transactions, balances and unrealised gains on
transactions between Group companies are eliminated

(d) Investments in Joint Ventures :

Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the
consolidated balance sheet. Under the equity method of accounting, the investments are initially recognised at cost and
adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses of the investee in consolidated
profit and loss, and the Group’s share of other comprehensive income of the investee in consolidated other comprehensive
income. Dividends received or receivable from joint ventures are recognised as a reduction in the carrying amount of the
investment. When the Group’s share of losses in an equity accounted investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the other entity

(e) Fair Value Measurement :

Measurement of fair values
A number of the Group’s accounting policies and disclosures require measurement of fair values, for both financial and non-
financial assets and liabilities

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques
as follows :

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

IL&FS Investment Managers Limited

Limited 109
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. If the
inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair
value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is
significant to the entire measurement

Further information about the assumptions made in measuring fair values is included in the following notes

(f) Financial instruments :

(i) Recognition and initial measurement :
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are
initially recognised when the Group becomes a party to the contractual provisions of the instrument

A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit
and loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or issue

(ii) Classification and subsequent measurement :

Financial assets

On initial recognition, a financial asset is classified and measured at

• amortised cost;

• fair value through other comprehensive income (“FVOCI”)

• FVTPL

Financial assets are not reclassified subsequent to their initial recognition except if in the period the Group changes its
business model for managing the financial assets

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at
FVTPL :

• the asset is held within a business model whose objective is to hold assets to collect contractual cash flows;
and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding

A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL :

• the asset is held within a business model whose objective is achieved by both collecting contractual cash flows
and selling financial assets; and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at
FVTPL

Subsequent measurement and gains and losses are recognised as :

Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including
any interest or dividend income, are recognised in profit or loss

Financial assets at amortised These assets are subsequently measured at amortised cost using the effective interest
cost method. The amortised cost is reduced by impairment losses. Interest income, foreign
exchange gains and losses and impairment are recognised in profit or loss. Any gain or
loss on derecognition is recognised in profit or loss

110 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

(iii) Financial liabilities: Classification, subsequent measurement and gains and losses :
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at
FVTPL if it is classified as held‑ for‑ trading, or it is a derivative or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are
recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective
interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or
loss on derecognition is also recognised in profit or loss

(iv) Derecognition :

(a) Financial Asset

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of
the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers
nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial
asset

If the Group enters into transactions whereby it transfers assets recognised on its balance sheet, but retains
either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not
derecognised

(b) Financial Liabilities :

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or
expire

The Group also derecognises a financial liability when its terms are modified and the cash flows under the
modified terms are substantially different. In this case, a new financial liability based on the modified terms is
recognised at fair value. The difference between the carrying amount of the financial liability extinguished and
the new financial liability with modified terms is recognised in profit or loss

(v) Offsetting :
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only
when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on
a net basis or to realise the asset and settle the liability simultaneously

(vi) Cash and cash equivalents :

Cash comprises of demand deposits with banks. Cash equivalents are short-term balances, highly liquid investments
that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term balance, as
defined above as they are considered an integral part of the Group cash management

(g) Property, plant and equipment :

Property, plant and equipment acquired by the Group are reported at acquisition cost, with deductions for accumulated
depreciation and impairment losses, if any

The acquisition cost includes the purchase price (excluding refundable taxes) and expenses, directly attributable to bringing
the asset to the site and in working condition for its intended use

Intangible Assets are reported at acquisition value with deductions for accumulated amortisation and impairment losses, if
any

Depreciation on asset is provided pro-rata from the date on which asset is ready to be put to use for its intended purpose on
Straight-Line Method based on the estimated useful life of the assets, which are as follows :

IL&FS Investment Managers Limited

Limited 111
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

Estimated Useful Life

Category of Asset
(in years)
Assets :
Furniture and Fixtures 5
Data Processing Equipments (Servers & Networking) 4
Data Processing Equipments (Others) 3
Office Equipments 4
Vehicles 4
Lease hold improvement Over the lease period
Asset given to employees 3
Intangible Assets :
Computer Software 3

As per CA 2013, depreciation of assets is required to be provided based on estimated useful life as per Schedule II of the
CA 2013. However, there are certain categories of assets where the useful life of assets have been assessed as under,
taking into consideration the nature of the asset, the estimated usage of the asset , the operating conditions of the asset, the
past history of replacement , anticipated technological changes etc. Pursuant to the foregoing, it is proposed to continue with
the existing policy of accelerated depreciation on following category of assets :

(i) Mobile Phones and iPad/Tablets 100% depreciated during the year of capitalisation due to extensive usage and
technological obsolescence

(ii) Vehicles as per the current policy of 4 years as against the useful life of 8 years provided in the CA 2013

(iii) Furniture and Fixtures as per current policy of 5 years as against the useful life of 10 years provided in the CA 2013

(iv) Office Equipment as per current policy of 4 years as against the useful life of 5 years provided in the CA 2013

(v) Data Processing Equipment - Servers & Networking as per current policy of 4 years as against the useful life of 6
years provided in the CA 2013

(vi) Assets provided to Employees as perquisites would be depreciated over a period of 3 years in line with the rules set in
the Employee Hand Book

(vii) Individual assets costing ` 5,000/- or less in the year of capitalisation shall be depreciated 100% for all the categories
of assets

Residual value of all assets is retained at ` 1/-

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property,
plant and equipment is determined as the difference between the sales proceeds and the carrying of the asset and is
recognised in profit or loss

(h) Revenue recognition :

(i) Rendering of services :
The Group recognises revenue from contracts with customers based on a five step model as set out in Ind AS 115,
Revenue from Contracts with Customers to determine when to recognise revenue and at what amount

Revenue is measured based on the consideration specified in the contract with a customer. Revenue from contracts
with customers is recognised when services are provided and it is highly probable that a significant reversal of
revenue is not expected to occur

If the consideration promised in a contract includes a variable amount, the Group estimates the amount of
consideration to which it will be entitled in exchange for rendering the promised services to a customer. The amount
of consideration can vary because of discounts, rebates, refunds, credits, price concessions, incentives, performance
bonuses, or other similar items. The promised consideration can also vary if an entitlement to the consideration is
contingent on the occurrence or non-occurrence of a future event

112 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

The Group principally generates revenue by providing investment management/advisory services to various funds

Services Nature, timing of satisfaction of performance obligations and significant payment terms

Investment The Group provides investment management/advisory services to various funds over the life
Management/ of those funds and is entitled to management/advisory fees. Management/ advisory fees are
Advisory Services calculated on the applicable rates and bases as stipulated in the investment management/
advisory agreement between the Group and the funds. As the services are to be provided over
the life of the funds, this implies that performance obligation is satisfied over time
The transaction price of the management/advisory fees is based on the disposition proceeds,
Net invested capital, Net capital commitment and outstanding capital as applicable (variable
consideration-based), however, this is not constrained since it can easily and accurately be
calculated
The Group determines that it can allocate the entire amount of management/advisory fees
because the management/ advisory fees relate specifically to the service provided during life of
the funds. Therefore, revenue in the form of management/advisory fees is recognised over time
(ii) Recognition of dividend income, interest income from financial instruments :

Dividend income is recognised in the Statement of Profit and Loss on the date on which the Group’s right to receive
dividend is established

Interest income or expense is recognised using the effective interest rate method

(iii) Other Services :

- Income from upfront fee is recognised at rates agreed upon with borrowers on execution of loan documents
between PMDO lenders and its borrower

- Asset Management Fee is recognised when it is reasonably certain that the revenue will flow to the Group at
rates agreed upon with borrowers / banks of PMDO Facility on the outstanding loan balance over the term of
funding

- Consultancy fee and Professional fee are recognised when it is reasonably certain that the revenue will flow to
the Group at the rates agreed upon

(i) Income Tax :

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a
business combination or to an item recognised directly in equity or in other comprehensive income

(i) Current tax :

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best
estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income
taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date

Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the
recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously

(ii) Deferred tax :

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the corresponding amounts used for taxation purposes

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against
which they can be used. The Group recognises a deferred tax asset only to the extent that it has sufficient taxable
temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which
such deferred tax asset can be realised. Deferred tax assets – unrecognised or recognised, are reviewed at each
reporting date and are recognised/reduced to the extent that it is probable/no longer probable respectively that the
related tax benefit will be realised

Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the
liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date

IL&FS Investment Managers Limited

Limited 113
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group
expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax
entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be
realised simultaneously

(j) Foreign Currencies :

The Group’s consolidated financial statements are presented in INR, which is also the Group’s functional currency
In preparing the consolidated financial statements of Group, transactions in currencies other than the Group’s functional currency
(foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each
reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Foreign
exchange gains and losses resulting from settlement of such transactions are generally recognised in the profit and loss
Non-monetary foreign currency items are carried at cost
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated
using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-
monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value
of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also
recognised in OCI or profit or loss, respectively)

(k) Provisions (other than for employee benefits), contingent liabilities, contingent assets and commitments :
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions
are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to
settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. Expected
future operating losses are not provided for
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount cannot be made
A contingent asset is not recognised but disclosed in the financial statements where an inflow of economic benefit is
probable
Commitments includes the amount of purchase order (net of advance) issued to counterparties for supplying/development of
assets and amounts pertaining to Investments which have been committed but not called for
Provisions, contingent assets, contingent liabilities and commitments are reviewed at each balance sheet date

(l) Impairment of financial assets :

In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of
impairment loss on the following financial assets and credit risk exposure :
Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are
within the scope of Ind AS 115
ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all
the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original Effective Interest Rate
(EIR). ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/expense in the
statement of profit and loss

(m) Employee benefits :

(i) Short Term Obligations : Liabilities for wages and salaries, including non-monetary benefits that are expected to
be settled wholly within 12 months after the end of the period in which the employees render the related service
are recognised in respect of employees’ services up to the end of the reporting and are measured at the amounts
expected to be paid when the liabilities are settled

114 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

(ii) Retirement benefit costs and termination benefits : Payments to defined contribution retirement benefit plans are
recognised as an expense when employees have rendered service entitling them to the contributions. The Group has
no obligation, other than the contribution payable to the provident fund

The Group provides for gratuity, a defined benefit plan (unfunded). Incremental liability for gratuity based on actuarial
valuation/management estimates as per the projected unit credit method as at the reporting date, is charged as
expenses in the Statement of Profit and Loss. Actuarial gains and losses arising from changes in actuarial/
management assumptions are recognised in other comprehensive income and shall not be reclassified to the
Statement of Profit and Loss in a subsequent period

(iii) Leave Encashments : The Group provides for the encashment of leave with pay subject to certain rules. The
employees are entitled to accumulate leave subject to certain limits, for future encashment/availment. The liability
is provided based on the actual number of days of unutilised leave at each Balance Sheet date on the basis of a
management estimate/ independent actuarial valuation

(n) Leases :
At the inception of a contract, assessment is being done whether the contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration. The Group reassesses whether a contract is, or contains, a lease only if the terms and conditions of the
contract are changed

As a Lessor :
A lessor shall classify each of its leases as either an operating lease or a finance lease

As a Lessee :
At the commencement date, a lessee shall recognise a right-of-use (“ROU”) asset representing its right to use the underlying
asset and a lease liability representing its obligation to make lease payments. The nature of expenses would be depreciation
charge for ROU assets and interest expense on lease liabilities

The Group in the capacity of lessee has classified each of its leases as short term leases (having a lease term of 12 months
or lower) and has recognised the lease payments as an expense on either a straight-line basis over the lease term or
another systematic basis. The related cash flows are classified as Operating activities in the Statement of Cash Flows

(o) Earnings Per Share :

In determining earnings per share, the Group considers the profit attributable to the owners of the Group .The number
of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the
financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares. The
number of shares used in computing diluted earnings per share comprises the weighted average shares considered for
deriving basic earnings per share, and also the weighted average number of additional equity shares that could have been
issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of
the beginning of the year, unless issued at a later date

(p) Segment reporting :

An operating segment is a component of a Group that engages in business activities from which it may earn revenue and
incur expenses, including revenue and expenses that relates to transactions with any of the Group’s other components, for
which discrete financial information is available, and such information is regularly reviewed by the Group’s Chief Operating
Decision Maker (CODM) to make key decision on operations of the segments and assess its performance. The Group
operates in one reportable business segment i.e. “Asset Management and other related service”

(q) Goods and Services Tax :

Goods and Services Tax (“GST”) is accounted for in the books in the period in which the underlying service received is
accounted and when there is reasonable certainty in availing the credits

(r) Operating Cycle :

Based on the nature of activities of the Group and the normal time between acquisition of assets and their realisation in cash
or cash equivalents, the Group has determined its operating cycle as 12 months for the purpose of classification of its assets
and liabilities as current and non-current

IL&FS Investment Managers Limited

Limited 115
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

(s) Use of estimates and judgements :

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may
differ from these estimates

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
prospectively

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment
in the year ending March 31, 2023 is included in the following notes :

(i) Note 31 Impairment of financial assets (including trade receivable)

(ii) Note 13 Estimation of defined benefit obligations

(iii) Note 34 Estimation for preparation of financials under going concern assumption

(t) Cash Flow Statement :

Cash flows are reported using the indirect method, whereby profit/(loss) before tax is adjusted for the effects of transactions
of non-cash nature and any deferrals or accruals of past or future cash receipts or payments and item of income or
expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities
of the Company are segregated based on the available information

(u) Rounding Off :

All amounts disclosed in the financial statement and notes have been rounded off to the nearest Lakhs, unless otherwise
stated

(v) The Ministry of Corporate Affairs (MCA) on 31st March 2023 through Companies (Indian Accounting Standards) Amendment
Rules, 2023 has notified the following amendments to IND AS which are applicable for the annual periods beginning on or
after 1st April, 2023:

(i) IND AS 1 – Presentation of Financial Statements – This amendment requires the Company to disclose its material
accounting policies rather than their significant accounting policies.

(ii) IND AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors - This amendment has changed the
definition of a “change in accounting estimates” to a definition of “accounting estimates”. The amendment clarifies how
companies should distinguish changes in accounting policies from changes in accounting estimates.

(iii) IND AS 12 – Income Taxes - This amendment has done away with the recognition exemption on initial recognition of
assets and liabilities that give rise to equal and offsetting temporary differences.

The Group will carry out a detailed review of accounting policies to determine material accounting policy information to
be disclosed going forward. The Group does not expect these amendments to have any material impact in its financial
statements

3) Cash and Cash Equivalents

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Cash in hand 0.05 0.39
Balance with banks
In current accounts 788.36 523.83
In fixed deposits account (with maturity of less than 3 months) 1,563.87 6,409.12
Total cash and cash Equivalent as per IND AS 7 2,352.28 6,933.34
Other bank balances
Balances with banks for unclaimed dividend 197.96 243.15
In fixed deposits account (with maturity of more than 3 months) 12,809.95 12,088.41
Total Other bank balances 13,007.91 12,331.56

116 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

4) Trade Receivable
(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Trade receivables
Trade Receivables considered good - Unsecured 1,732.18 882.29
Trade Receivables - Significant increase in credit risk 911.66 1,237.86
Trade Receivables - Credit Impaired 1,110.64 293.85
3,754.48 2,414.00
Less : Allowance for Credit Losses (2,041.00) (1,513.64)
Total Trade Receivable 1,713.48 900.36
Ageing of Trade Receivable as at March 31, 2023
(Amount ` in lakhs)
Less 6 More
Unbilled 1-2 2-3
Particular Not Due than 6 months - than 3 Total
Dues years years
months 1 year years
(i) Undisputed Trade receivables - 8.01 1,007.93 666.65 30.89 - - 1,713.48
– considered good
(ii) Undisputed Trade Receivables - - - - - - - -
– which have significant
increase in credit risk
(iii) Undisputed Trade - - - - - - - -
Receivables – credit impaired
(iv) Disputed Trade Receivables - - - - - - - -
–considered good
(v) Disputed Trade Receivables - - - - - - - -
– which have significant
increase in credit risk
(vi) Disputed Trade Receivables - - - - - - - -
– credit impaired
- 8.01 1,007.93 666.65 30.89 - - 1,713.48

Ageing of Trade Receivable as at March 31, 2022

(Amount ` in lakhs)
Less 6 More
Unbilled 1-2 2-3
Particular Not Due than 6 months - than 3 Total
Dues years years
months 1 year years
(i) Undisputed Trade - - 652.63 83.06 - - - 735.69
receivables – considered
good
(ii) Undisputed Trade Receivables - - - - 29.02 - - 29.02
– which have significant
increase in credit risk
(iii) Undisputed Trade - - - - - - - -
Receivables – credit
impaired
(iv) Disputed Trade Receivables– - - - - - - - -
considered good
(v) Disputed Trade Receivables - - - - - - - -
– which have significant
increase in credit risk
(vi) Disputed Trade Receivables - - - - - - 135.65 135.65
– credit impaired
- - 652.63 83.06 29.02 - 135.65 900.36

IL&FS Investment Managers Limited

Limited 117
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

5) Loans receivables
(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Unsecured, considered good
Loans and advances to employees 29.53 26.73
Total Loans receivables 29.53 26.73

6) Investments
(Amount ` in lakhs)
Particular As at As at
March 31, 2023 March 31, 2022
QTY Amount QTY Amount
Non-current Investments
Investments in Equity Instruments
Unquoted at cost
In Joint Venture
IL&FS Milestone Realty Advisors Private Ltd 400,000 119.30 400,000 120.07
Standard Chartered IL&FS Management (Singapore) Pte Ltd (Refer Note 35) 50,000 - 50,000 -
In Others
Avantika Gas Ltd 8,250 0.83 8,250 0.83
Tara India Fund III LLC 2 - 2 -
Tara Feeder Fund Limited 2 - 2 -
Class A – SIREF 5,615 23.96 5,615 21.28
Class C – SIREF 75,000 0.62 75,000 0.57
Class D – SIREF 25,000 0.20 25,000 0.19
Total Investment in Equity Instruments (I) 144.91 142.94
Investment in Unquoted Redeemable Participating Shares
Investment in Managerial Units of Venture Fund at cost
Unquoted
Infrastructure Leasing & Financial Services Realty Fund (Class C Units) 500 0.50 500 0.50
IFIN Realty Trust 10 1.00 10 1.00
Tara India Fund IV Trust – Class C units 50 5.00 50 5.00
Tara India Fund III Trust 50 5.00 50 5.00
Tara India Fund III Domestic Trust 500 5.00 500 5.00
Total Investment in Managerial Units of Venture Fund at cost (II) 16.50 16.50
Investment in Units of Venture Fund at FVTPL
Infrastructure Leasing & Financial Services Realty Fund (Class A Units) 192.02 109.03 192.02 112.76
Tara India Fund III Trust – Class A Units 2.97 23.92 2.97 24.07
IFIN Realty Trust – A Units 44.12 44.37 44.12 39.78
Tara India Fund IV Trust – Class A units 77.49 917.80 69.59 538.26
Total Investment in Units of Venture Fund (III) 1,095.12 714.87
Total Unquoted Investments (I+II+III) (A) 1,256.53 874.31
Aggregate amount of unquoted investments 1,256.53 874.31

118 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

(Amount ` in lakhs)
Particular As at As at
March 31, 2023 March 31, 2022
QTY Amount QTY Amount
Investment in mutual funds at FVTPL
Unquoted
ABSL Liquid 1,50,000 15.55 - -
ABSL Savings 42,30,000 439.73 - -
Nippon Money Market 48,00,000 497.86 - -
Kotak Low Duration Fund Growth – Regular Plan - - 21,858.52 596.36
Nippon India Floating Rate Fund – Growth Plan – Growth Option 21,89,615.93 827.78 21,89,615.93 793.29
ICICI Prudential Liquid Fund – Growth - - 6,544.83 20.49
ABSL Money Manager Fund - - 83,855 248.44
ABSL Floating Rate Fund – Growth 37,381.17 109.51 82,127 228.24
Tata Treasury Advantage Fund - Regular – Growth 15,648.37 523.87 - -
ICICI Savings Fund - Regular – Growth 36,047.46 164.91 - -
Aditya Birla Savings Fund –Growth 113,471.38 526.68 - -
HDFC Money Market Fund 16,998.29 823.44 - -
UTI Money Market Fund 27,640.18 720.90 - -
Aditya Birla Index Fund Regular Growth 48,96,243.43 514.48 - -
Kotak Liquid Fund Direct Growth 1,070.81 48.71 - -
ABSL Money Managers Fund 64,439.60 201.71 - -
Nippon India Liquid Fund - Growth Plan 490.29 26.74 - -
Nippon India Overnight Fund - - 2,10,00,000 212.84
Nippon India Money Market Fund – Growth Plan 5,748.09 202.00 - -
Nippon India Corporate Bond Fund – Regular – Growth 2.00,00,000 224.39 2.00,00,000 214.16
Total investment in mutual funds (B) 5,868.26 2,313.82
Aggregate amount of unquoted investments 5,868.26 2,313.82
Total Investment (A+B) 7,124.79 3,188.13
The Group exposure to price risk for fair value measurement is disclosed in Note 31

7) Other Financial Assets

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Security Deposit 32.59 26.58
Advances other than capital advances 23.66 21.66
Other Advances in cash in kind 336.45 513.04
Interest accrued 139.62 138.10
Unbilled Revenue 529.47 568.72
Less: Allowance for Credit Losses (145.97) (117.70)
Total Other Financial Assets 915.82 1,150.40

IL&FS Investment Managers Limited

Limited 119
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

8) Income Tax Asset

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Advance payment of taxes 1,155.57 354.27
Total (A) 1,155.57 354.27
Income tax payable (B) 303.95 29.11
Net Income Tax Assets (A - B) 851.62 325.16

9A) Property, Plant and Equipment

(Amount ` in lakhs)

Data Processing Electronic

Furniture and Office Leasehold
Description of Assets Equipments Vehicles Installation Total
Fixtures Equipments Improvements
(Others) and Equipment

I Deemed Cost

Balance as at March 31, 2021 48.02 46.10 73.45 66.50 6.12 6.06 246.25

Additions 0.31 1.77 3.92 - - 0.64 6.64

Disposals (1.85) (1.99) (1.02) (0.04) - (0.10) (5.00)

Balance as at March 31, 2022 46.48 45.88 76.35 66.46 6.12 6.60 247.89

Additions 5.88 5.91 8.26 - - 10.44 30.49

Disposals (4.15) (3.47) (3.57) (37.52) - - (48.71)

Balance as at March 31, 2023 48.21 48.32 81.04 28.94 6.12 17.04 229.67

II Accumulated Depreciation
and impairment

Balance as at March 31, 2021 38.06 41.91 54.53 64.40 4.03 2.26 205.19

Deletion on disposal of sale (1.83) (1.99) (1.02) (0.04) - (0.10) (4.98)

Depreciation expense 6.49 2.23 7.54 2.08 0.60 1.02 19.96

Balance as at March 31, 2022 42.72 42.15 61.05 66.44 4.63 3.18 220.17

Deletion on disposal of sale (4.11) (3.46) (1.55) (37.52) - - (46.64)

Write off - - (2.02) - - - (2.02)

Depreciation expense 5.67 2.71 7.92 0.00 0.61 1.86 18.77

Balance as at March 31, 2023 44.28 41.40 65.40 28.92 5.24 5.04 190.28

III Net Carrying Amount

Balance as at 31st March 2021 9.96 4.19 18.92 2.10 2.08 3.80 41.05

Balance as at 31st March 2022 3.76 3.73 15.30 0.02 1.49 3.42 27.72

Balance as at 31st March 2023 3.93 6.92 15.64 0.02 0.88 12.00 39.39

Note : The Group has not revalued its Property, Plant and Equipment during the year

120 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

9B) Other Intangible Assets

(Amount ` in lakhs)
Description of Assets Intangible Assets
I Deemed Cost
Balance as at March 31, 2021 51.70
Additions -
Disposals -
Balance as at March 31, 2022 51.70
Additions 0.19
Disposals -
Balance as at March 31, 2023 51.89
II Accumulated Depreciation and Impairment
Balance as at March 31, 2021 50.33
Deletion on disposal of sale -
Depreciation expense for the year 1.12
Balance as at March 31, 2022 51.45
Deletion on disposal -
Depreciation expense for the year 0.36
Balance as at March 31, 2023 51.81
III Net Carrying Amount
Balance as at March 31, 2021 1.37
Balance as at March 31, 2022 0.25
Balance as at March 31, 2023 0.08

10) Other Non-Financial Assets

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022

Prepaid Expenses 227.65 178.09

Indirect taxes recoverable 437.11 423.46

Total Non-Financial Assets 664.76 601.55

11) Trade Payables

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022

Trade Payables

Total outstanding dues of Micro Enterprises and Small Enterprises * 19.82 24.57

Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises 940.92 697.67

Total Trade Payables 960.74 722.24

* The Group has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED
Act’) which are disclosed in Note 28
The Company exposure to liquidity risk relating to trade payables is disclosed in Note 31

IL&FS Investment Managers Limited

Limited 121
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

Ageing of Trade Payable as at March 31, 2023

(Amount ` in lakhs)
Unbilled Less than More than
Particulars Not Due 1 - 2 years 2 - 3 years Total
Dues 1 year 3 years
MSME 18.66 - 1.16 - - - 19.82
Others 64.14 29.96 522.80 38.23 42.17 243.62 940.92
Disputed dues – MSME - - - - - - -
Disputed dues – Others - - - - - - -
Total 82.80 29.96 523.96 38.23 42.17 243.62 960.74
Ageing of Trade Payable as at March 31, 2022
(Amount ` in lakhs)
Unbilled Less than More than
Particulars Not Due 1 - 2 years 2 - 3 years Total
Dues 1 year 3 years
MSME 14.45 - 10.12 - - - 24.57
Others 8.96 181.00 151.82 89.66 84.90 181.33 697.67
Disputed dues – MSME - - - - - - -
Disputed dues – Others - - - - - - -
Total 23.41 181.00 161.94 89.66 84.90 181.33 722.24

12) Deferred Tax Asset and Deferred Tax Liability

The deferred tax asset recognised in the accounts as of March 31, 2023 is as follows :
(Amount ` in lakhs)

Movement Movement
Closing Balance Closing Balance
Particulars Recognised in Recognised in
March 31, 2023 March 31, 2022
Profit and Loss OCI

Tax effect of items constituting deferred tax assets

Property, Plant and Equipment 34.52 (6.54) - 41.06

Defined benefit obligation 68.93 30.08 (19.21) 58.06

Trade Receivables 346.26 113.49 - 232.77

Preliminary Expenses Written off 2.68 - - 2.68

FVTPL financial asset 330.85 (47.34) - 378.19

Total 783.24 89.69 (19.21) 712.76

Tax effect of items constituting deferred tax liabilities

Others (58.29) - - (58.29)

Unrealised profit on subsidiary 1,819.55 (16.69) 112.84 1,723.40

1,761.26 (16.69) 112.84 1,665.11

Net Tax (Liability) / Asset (978.02) 106.38 (132.05) (952.35)

122 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

13) Employee benefit obligations

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022

Provisions

Provision for compensated absences 144.73 161.37

Provision for Gratuity 17.24 18.34

Provision for Performance related pay 104.47 116.19

Total Employee benefit obligations 266.44 295.90

a) Particulars relating to IND AS 19 “Employee Benefits” (Revised) is provided

(i) Defined-Contribution Plans :
(Amount ` in lakhs)
Particulars Year ended Year ended
March 31, 2023 March 31, 2022
Employer's Contribution to Provident Fund 35.64 45.93
Employer's Contribution to Pension Fund 2.80 7.35
Employer's Contribution to Superannuation Fund 14.47 21.90

(ii) Defined–Benefit Plans :

The Indian Group companies operates funded post retirement defined benefit plans for gratuity, details of which are as
follows :
The actuarial calculations used to estimate defined benefit commitments and expenses are based on the following
assumptions :
(Amount ` in lakhs)
Assets and Liability (Balance Sheet Position) As at

Particulars March 31, 2023 March 31, 2022

Present Value of Obligation 496.12 585.60

Fair Value of Plan Assets 626.01 654.93

Surplus/(Deficit) 129.89 69.32

Net Asset/(Liability) 129.89 69.32

(Amount ` in lakhs)
Expenses Recognised during the year For the year ending

Particulars March 31, 2023 March 31, 2022

In Income Statement 25.59 54.08

In Other Comprehensive Income (50.17) (24.73)

Total Expenses Recognised during the period (24.58) 29.35

IL&FS Investment Managers Limited

Limited 123
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

(Amount ` in lakhs)
Changes in the Present Value of Obligation For the year ending
Particulars March 31, 2023 March 31, 2022
Present Value of Obligation as at the beginning 585.60 601.83
Current Service Cost 30.16 36.06
Interest Expense or Cost 37.54 36.70
Benefits Paid directly by the employer - -
Re-measurement (or Actuarial) (gain)/loss arising from :
- change in demographic assumptions (0.92) (0.98)
- change in financial assumptions (34.88) (6.42)
- experience variance (i.e. Actual experiences assumptions) (13.76) (28.82)
- others - -
Past Service Cost - -
Effect of change in foreign exchange rates - -
Benefits Paid (107.62) (52.77)
Present Value of Obligation as at the end 496.12 585.60

(Amount ` in lakhs)
Bifurcation of Net Liability As at
March 31, 2023 March 31, 2022
Current Liability (Short term) (113.91) (74.47)
Non-Current Liability (Long term) 66.79 (54.12)
Net Liability/(Asset) (47.12) (128.59)

(Amount ` in lakhs)
Changes in the Fair Value of Plan Assets For the year ending
Particulars March 31, 2023 March 31, 2022
Fair Value of Plan Assets as at the beginning 654.93 603.07
Investment Income 42.12 38.97
Employer's Contribution 35.97 94.58
Benefits Paid (107.62) (73.08)
Return on plan assets, excluding amount recognised in net interest expense 1.01 (8.61)
Fair Value of Plan Assets as at the end 626.01 654.93

(Amount ` in lakhs)
Expenses Recognised in the Income Statement For the year ending
Particulars March 31, 2023 March 31, 2022
Current Service Cost 30.16 34.28
Past Service Cost - 20.31
Loss/(Gain) on settlement - -
Net Interest Cost/(Income) on the Net Defined Benefit Liability/(Asset) (4.57) (0.49)
Expenses Recognised in the Income Statement 25.59 54.09

124 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

(Amount ` in lakhs)

Other Comprehensive Income For the year ending

Particulars March 31, 2023 March 31, 2022
Actuarial (gains)/losses
- change in demographic assumptions (0.92) (0.98)
- change in financial assumptions (34.88) (6.65)
- experience variance (i.e. Actual experience vs assumptions) (13.76) (28.82)
- Others - -
Return on plan assets, excluding amount recognised in net interest (0.61) 11.71
expense
Re-measurement (or Actuarial) (gain)/loss arising because of change in - -
effect of asset ceiling
(50.17) (24.73)

Financial Assumption As on
Particulars March 31, 2023 March 31, 2022
Discount Rate (per annum) 7.15%-7.47% 6.30% - 7.18%
Salary Growth Rate (per annum) 5%-6.50% 5% - 6.50%
The estimates of future salary increase considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors. The above information is certified by the actuary and relied upon by the Auditors

14) Other Non-Financial Liabilities

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Statutory Dues payable 335.12 145.86
Other Payables 118.52 15.65
Income Received in advance 150.27 139.39
Unclaimed Dividend 197.96 243.15
Other 5.00 5.00
Total Other Non-Financial Liabilities 806.87 549.05

15) A) Share Capital

a) Share Capital of the Group consist of the following :
(Amount ` in lakhs)
As at As at
March 31, 2023 March 31, 2022
Number of Number of
(Amount) (Amount)
shares shares
SHARE CAPITAL
(a) AUTHORISED
Equity shares of ` 2/- each with voting rights 325,000,000 6,500.00 325,000,000 6,500.00
(b) ISSUED, SUBSCRIBED AND FULLY PAID UP
Equity shares of ` 2/- each with voting rights 314,032,740 6,280.65 314,032,740 6,280.65
Add : Forfeited shares 0.20 0.20
Equity shares of ` 2/- each with voting rights 314,032,740 6,280.85 314,032,740 6,280.85

IL&FS Investment Managers Limited

Limited 125
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

b) Reconciliation of the number of shares outstanding at the beginning and at the end of the year :
(Amount ` in lakhs)
Changes in Restated
Equity Share balance at the Changes in
Opening Closing
Particulars Capital due to beginning of equity share
balance balance
prior period the reporting capital
errors period
As at March 31, 2023
Number of shares 314,032,740 - 314,032,740 - 314,032,740
Amount (`) 6,280.85 - 6,280.85 - 6,280.85
As at March 31, 2022
Number of shares 314,032,740 - 314,032,740 - 314,032,740
Amount (`) 6,280.85 - 6,280.85 6,280.85
-
As at March 31, 2021

Number of shares 314,032,740 - 314,032,740 314,032,740

-
Amount (`) 6,280.85 - 6,280.85 6,280.85
-

c) Details of Holding Company and shareholders holding more than 5% of the share capital :
(Amount ` in lakhs)
As at March 31, 2023 As at March 31, 2022
Name of the Shareholder No. of Shares No. of Shares
% of Holding % of Holding
held held

Infrastructure Leasing & Financial 158,333,152 50.42 158,333,152 50.42

Services Limited, the Holding Company

Rights, preference and restrictions attached to equity shares :

The Group has one class of Equity Shares with face value of ` 2/- each. Each Shareholder has a voting right in proportion to
their holding of the paid up Equity Share Capital of the Group. On winding up of the Group, the holders of equity shares will
be entitled to receive the residual assets of the Group, in proportion to the number of equity shares held after distribution of
all preferential amounts. However, no such preferential amounts exist currently

d) Details of Shares held by Promoters as at March 31, 2023 :

(Amount ` in lakhs)
As at March 31, 2023 As at March 31, 2022
Name of the Shareholder No. of Shares No. of Shares
% of Holding % of Holding
held held
Infrastructure Leasing & Financial Services 158,333,152 50.42 158,333,152 50.42
Limited, the Holding Company

e) No shares were allotted by the Company as fully paid up by way of bonus shares for preceding five years
f) Forfeited shares :
During the financial year 1997-98 the Group had forfeited 10,000 equity shares of ` 2/- each on which amount paid up was
` 20,000/-
g) No shares were bought back by the Group during the last five years

126 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

B) Other Equity
(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Securities Premium Reserve 47.59 47.59
Capital Reserve on consolidation 1,790.43 1,790.43
General Reserve 2,214.48 2,214.48
Foreign Currency Translation Reserve 7,880.96 7,187.59
Retained Earnings 3,427.45 3,551.54
Total Other Equity 15,360.91 14,791.63

Particulars As at As at
March 31, 2023 March 31, 2022
Securities Premium Reserve

Opening Balance 47.59 47.59

Closing Balance 47.59 47.59

Capital Reserve on consolidation

Opening Balance 1,790.43 1,790.43

Closing Balance 1,790.43 1,790.43
General Reserve
Opening Balance 2,214.48 3,156.58
Less : Dividend Paid - (942.10)
Closing Balance 2,214.48 2,214.48
Foreign Currency Translation Reserve 7,187.59 6,888.83
Other Comprehensive Income 693.77 298.76
Closing Balance 7,880.96 7,187.59
Retained Earnings
Opening Balance 3,551.54 2,806.52
Net Profit/(Loss) for the year 1,699.74 1,311.53
Other Comprehensive Income (61.73) (34.80)
Minority Interest (152.65) (531.71)
Dividend paid (1,609.46) -
Closing Balance 3,427.45 3,551.54

Nature and purpose of reserve :

a) Security Premium Reserve :
Securities Premium Reserve is used to record the premium on issue of shares. The reserve can be utilised only for
limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013
b) Capital Reserve :
Capital Reserve is on account of acquisition of its subsidiaries, being excess of the net assets acquired over the
consideration paid

IL&FS Investment Managers Limited

Limited 127
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

c) General Reserve :
The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.
As the general reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the General Reserve will not be reclassified subsequently to profit or loss
d) Exchange differences on translating the financial statements of foreign operations :
Exchange variation in Opening Equity Share Capital, Reserves and Surplus, Assets and Liabilities of IL&FS
Investment Advisors LLC, Saffron Investment Trust and IIML Fund Managers (Singapore) Pte Ltd is accounted under
this reserve

16) Contingent Liabilities (to the extent not provided for) and Capital Commitments
(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Income tax demand contested by the Group* 207.67 516.65
Service tax demand contested by the Group* 1,185.22 1,185.22
Uncalled commitments on units of Venture Capital Fund 225.07 304.08

* The Group does not expect any outflow of economic resources in respect of the claims above and therefore no provision is made in
respect thereof

17) Revenue from Operations

(Amount ` in lakhs)
Particulars For the year For the year
ended March ended March
31, 2023 31, 2022
Fees from Advisory Services 181.55 153.80
Fees from Management and Consultancy Services 6,263.02 4,011.62
Total Revenue from Operations 6,444.57 4,165.42

18) Other Income

(Amount ` in lakhs)
Particulars For the year For the year
ended March ended March
31, 2023 31, 2022
a) Interest Income
Interest on Fixed Deposits 496.62 363.61
Interest on loan 0.50 0.56
Interest on Income Tax Refund 11.67 87.00
(b) Net Gain/(Loss) on sale of investments

On sale of other current investments 66.86 135.02

(c) Profit on sale of capital assets (net of loss on assets sold/scrapped/written off) 7.33 0.45
(d) Foreign Exchange gain 24.30 1.22
(g) Other income 9.37 106.84
(h) Net gain/(loss) arising on financial assets (investments)designated as at FVTPL 490.12 220.17
(i) Net gain/(loss) arising on financial assets(receivables) designated as at FVTPL - 662.11
Total Other Income 1,106.77 1,576.98

128 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

19) Employee Benefit Expense

Employee Benefit Expenses include : (Amount ` in lakhs)
Particulars For the year For the year
ended March ended March
31, 2023 31, 2022

(a) Salaries and wages, including bonus 1,373.05 1,512.62

(b) Contribution to provident and other funds 138.51 153.37

(c) Staff welfare expenses 20.54 21.83

Total Employee Benefit Expense 1,532.10 1,687.82

20) Other Administrative and Operating Expenses

a) Other Administrative and Operating Expenses consists of :
(Amount ` in lakhs)
Particulars For the year For the year
ended March ended March
31, 2023 31, 2022
Rent including lease rentals 167.41 145.70
Rates and Taxes 38.70 32.76
Electricity and Water Charges 2.89 1.96
Postage and Telecommunication 10.68 13.13
Printing and Stationery 22.44 18.57
Travelling and Conveyance Expenses 146.60 88.67
Insurance 81.97 73.60
Repairs and maintenance - Others 17.42 35.21
Directors Sitting Fees 29.85 22.78
Expenditure on Corporate Social Responsibility (CSR) 36.40 28.17
Subscription to Clubs and association 4.05 10.38
Auditors remuneration and out-of-pocket expenses [see note (b)] 52.49 54.72
Miscellaneous Expenses 264.92 184.96
Legal and Professional Expenses 2,726.24 1,548.22
Loss on sale of Other Non-current investments - 243.50
Net unrealised loss arising on financial assets/Liabilities designated as at FVTPL 555.63 -
Total Other Expenses 4,157.69 2,502.33

Miscellaneous Expenses includes advertisement expenses, service promotion expenses, subscription to clubs/association,
and books and periodicals

IL&FS Investment Managers Limited

Limited 129
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

b) Audit fees consists of amount paid/payable :

(Amount ` in lakhs)
Particulars For the year For the year
ended March ended March
31, 2023 31, 2022
Statutory Audit 35.95 39.52
Limited review of quarterly results 10.95 10.95
Out-of-pocket expenses 0.39 0.04
For other services, certification, etc. 5.20 4.21
Total 52.49 54.72
The above fees are exclusive of GST as applicable

21) Leases
The Group has not entered into any of the Operating Lease arrangements during the year

22) Dividend paid in Foreign Currencies to Non-resident Shareholders

No Dividend has been paid in Foreign Currencies to non-resident shareholders in current year and previous year

23) Earnings Per Share (EPS)

In accordance with the Indian Accounting Standard on ‘Earnings Per Share’ (IND AS-33), the Basic Earnings Per Share and
Diluted Earnings Per Share has been computed by dividing the Profit After Tax by the number of equity shares for the respective
period as under :

Particulars March 31, 2023 March 31, 2022

Owner’s interest in Profit After Tax (`) 1,197.80 778.98
Weighted Average Number of Equity Shares in calculating Basic and Diluted EPS 314,032,740 314,032,740
(i) Nominal Value per share (`) 2.00 2.00
(ii) Basic Earnings per share (`) 0.38 0.25
(iii) Diluted Earnings per share (`) 0.38 0.25

24) CSR Expenditure

a) Gross amount required to be spent by the Group during the year - ` 36.40 Lakhs

b) Amount spent during the year on :

(Amount ` in lakhs)
Yet to be paid
In cash Total
in cash
(i) Construction/acquisition of any asset - - -
(ii) On purposes other than (i) above 36.40 - 36.40

130 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

25) Interest in other entities

(a) Subsidiaries :

Country of Percentage of Percentage of

Name of the Entity Incorporation and Voting power As Voting power As
Residence at March 31, 2023 at March 31, 2022
IL&FS Asian Infrastructure Managers Limited India 100 100
IL&FS Urban Infrastructure Managers Limited India 100 100
IL&FS Investment Advisors LLC Mauritius 100 100
Saffron Investment Trust Mauritius 100 100
(IL&FS Investment Advisors LLC is 100% beneficiary)
IIML Asset Advisors Limited India 100 100
Andhra Pradesh Urban Infrastructure Asset Management India 51 51
Limited
IL&FS Infra Asset Management Limited India 86.61 86.61
IL&FS AMC Trustee Limited India 100 100
IIML Fund Managers (Singapore) Pte Ltd Singapore 100 100

(b) In Joint Venture :

Country of Percentage of Percentage of

Name of the Entity Incorporation and Voting power As at Voting power As at
Residence March 31, 2023 March 31, 2022
IL&FS Milestone Realty Advisors Private Limited India 40 40
Standard Chartered IL&FS Management (Singapore) Singapore 50 50
Pte Ltd

26) Disclosure as required by the AS 18 on “Related Party Disclosures” are made below

a) Name of the Related Parties (with whom transactions entered into during the year ended March 31, 2023) and Description of
Relationship :
Sr. No. Holding Company
1 Infrastructure Leasing & Financial Services Limited [IL&FS]
Sr. No. Fellow Subsidiaries*
1 IL&FS Financial Services Limited [IFIN]
2 IL&FS Securities Services Limited [ISSL]
3 IFIN Realty Trust [IFINRT]
4 IL&FS IIDC Fund [IIDC Fund]
5 IL&FS Maritime International FZE [IMIFZE]
6 East Delhi Waste Processing Company Private Limited [EDWPC]
7 IL&FS Energy Development Company Limited [IEDCL]
8 IL&FS Global Financial Service (ME) Limited [ IGFMEL]
9 RDF Power Projects Limited [RDFPPL]
10 IL&FS Township Urban Asset Limited [ITUAL]
11 IIDC Limited [IIDC]
12 Tamil Nadu Water Investment Group Limited [TNWICL]
13 IL&FS Infrastructure Development Corporation Limited [IIDCL]
14 IL&FS Water Limited [IWL]

IL&FS Investment Managers Limited

Limited 131
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

Sr. No. Key Management Personnel

1 Mr S M Datta - Chairman & Non-Executive Independent Director
2 Mr Chitranjan S Kahlon - Non-Executive Independent Director
3 Mr Nand Kishore - Non-Executive Director
4 Mr Kaushik Modak - Non-Executive Director
5 Ms Priya Shetty - Non-Executive Director
6 Ms Lubna Usman - Non-Executive Director

*As certified by holding Company and with whom transactions done during the year

b) The nature and volume of transactions during the year ended March 31, 2023, with the above related parties were as follows :
(Amount ` in lakhs)
Key Management
Nature of Transactions Holding Company Fellow Subsidiary
Personnel
Rent paid
IL&FS 118.51 - -
Repairs & Maintenance
IL&FS 0.39 - -
Electricity Charges
IL&FS 1.82 - -
Others
Service Charges Expenses [IFIN] - 1.50 -
Custody Charges [ISSL] - 1.40 -
Other Reimbursement (Paid)/Recovered
IFIN - 13.33 -
IFINRT - 22.34 -
IL&FS 3.67 - -
Payment to Directors
Sitting fees - - 8.50
c) Statement of significant balances as at March 31, 2023 are as follows :
(Amount ` in lakhs)
Nature of Transaction Holding Company Fellow Subsidiary
Trade Receivables
IIDC Fund - 7.56
Other Financial Assets / Short Term Advances
IEDCL - 0.16
IFIN - 47.09
Trade Payables
TNWICL - 55.01
IFINRT - 0.49
ITUAL - 60.48
ISSL - 1.20
IWL - 21.38
IL&FS 0.03 -

132 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

d) The nature and volume of transactions during the year ended March 31, 2022, with the above related parties were as follows :

(Amount ` in lakhs)
Key Management
Nature of Transactions Holding Company Fellow Subsidiary
Personnel
Rent paid
IL&FS 105.51 - -
Repairs & Maintenance
IL&FS 11.32 - -
Electricity Charges
IL&FS 1.58 - -
Others
Service Charges Expenses [IFIN] - 2.50 -
Custody Charges [ISSL] - 2.28 -
Other Reimbursement (Paid)/Recovered
IFIN - 9.86 -
IFINRT - 38.92 -
IL&FS 2.63 - -
Payment to Directors
Sitting fees - - 4.65
e) Statement of significant balances as at March 31, 2022 are as follows :
(Amount ` in lakhs)
Nature of Transaction Holding Company Fellow Subsidiary
Trade Receivables
IIDC Fund - 7.56
IFINRT - 0.93
Other Financial Assets / Short Term Advances
IFIN - 80.56
IEDCL - 0.16
Trade Payables
TNWICL - 55.01
IFIN - 1.97
ITUAL - 83.16
ISSL - 1.37
IWL - 21.38
IL&FS 1.53 -
All transaction with related parties are priced on an arm’s length basis and resulting outstanding balance are expected to be
recovered in cash within six months of the reporting except for which provision is already made
Out of the above trade receivable outstanding as on March 31, 2023, provision has been created of ` 7.72 Lakhs for IIDC
Fund and IEDCL
The Group has made 100% provisioning in respect of AMC fees recoverable and/or OPE recoverable in respect of following
parties :
i) IL&FS Environmental Infrastructure and Services Limited
ii) East Delhi Waste Processing Company Private Limited
iii) IL&FS Financial Services Limited
iv) RDF Power Projects Limited
v) IL&FS Infrastructure Development Corporation Limited
The Group is dependent on information from the Holding Company for its Related Parties as defined under Ind AS 24 and
under the Companies Act, 2013. The Group had identified its related party’s relationship on the basis of information made
available by the Holding Company and relied upon by the auditors

IL&FS Investment Managers Limited

Limited 133
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

27) Income Tax Expense

(Amount ` in lakhs)
Particulars March 31, 2023 March 31, 2022
(a) Income Tax expense
Current Tax
Current tax on Profit for the year 567.92 330.48
Deferred Tax (106.37) (74.95)
Prior Year Taxes 0.38 (40.69)
Total Income tax expense 461.93 214.84
(b) Reconciliation of tax expense and accounting profit multiplied by India tax rate
Profit from operations before income tax expense 2,161.67 1,526.37
India tax rate 0% - 25.17% 0% - 25.17%
544.09 384.19
Tax effect of amounts which are not deductible (allowable) in calculating taxable income :
(Deduction)/disallowance under various sections of Income Tax Act, 1961 23.83 (53.71)
Deferred tax (106.37) (74.95)
Prior Year Taxes 0.38 (40.69)
Total Income tax expense 461.93 214.84

28) The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED
Act’). The disclosures pursuant to the said MSMED Act are as follows :
(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Principal amount due to suppliers registered under the MSMED Act and remaining un- 1.16 12.12
paid as at year end
Interest due to suppliers registered under the MSMED Act and remaining unpaid as at - -
year end
The amount of interest paid by buyer in terms of section 16 of the Act - -
The amount of the payment made to the supplier beyond the appointed day during the - -
year
The amounts of interest accrued and remaining unpaid at the end of financial year - -
The amount of interest due and payable for the period of delay in making payment (which - -
have been paid but beyond the due date during the year) but without adding the interest
specified under this Act
The amount of further interest remaining due and payable even in the succeeding years, - -
until such date when the interest dues above are actually paid to the small enterprise, for
the purpose of disallowance of a deductible expenditure under section 23 of the Micro,
Small and Medium Enterprises Development Act, 2006
Note - Total amount outstanding dues to MSME is ` 19.82 Lakhs out of the same ` 18.66 Lakhs is a provision made as on March 31,
2023 and for which invoice is not yet received

29) Segment Reporting

(a) Description of segments and principal activities :

As per requirements of Indian Accounting Standard (Ind AS) 108 on ‘Operating Segments’, based on evaluation of financial
information for allocation of resources and assessing performance, the Group has identified a single segment i.e. providing
asset management services and other related services. As such, there are no separate reportable business or geographical
segments as per Ind AS108 on operating segment

134 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

(b) Segment Revenue :

The amount of revenue from external customers broken down by location of the customers is shown in the table below :

(Amount ` in lakhs)

Revenue For the year For the year

ended ended
March 31, 2023 March 31, 2022

Within India 6,429.75 3,945.11

Outside India 14.82 220.31

(c) All Material assets other than financial instruments and deferred tax assets are domiciled in India

(d) Information about revenue from major customer :

(Amount ` in lakhs)

Particulars For the year For the year

ended ended
March 31, 2023 March 31, 2022

Revenue - 216.52

30) Fair Value Measurements

(a) Financial Instruments by category :

(Amount ` in lakhs)
As at March 31, 2023 Carrying amount
Fair value
Fair value
through other
Particulars through profit Amortised Cost Total
comprehensive
and loss
income
Financial Assets
Cash and Cash Equivalents - - 2,352.28 2,352.28
Other Bank Balances - - 13,007.91 13,007.91

Trade Receivables - - 1,713.48 1,713.48

Loans - - 29.53 29.53

Equity instrument 1,256.53 - - 1,256.53

Mutual Funds 5,868.26 - - 5,868.26

Other Financial Assets - - 915.82 915.82

Total Financial Assets 7,124.79 - 18,019.02 25,143.81

Financial Liabilities
Trade Payables - - 960.74 960.74
Total Financial Liabilities - - 960.74 960.74

IL&FS Investment Managers Limited

Limited 135
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

(Amount ` in lakhs)
As at March 31, 2022 Carrying amount
Fair value
Fair value
through other
Particulars through profit Amortised Cost Total
comprehensive
and loss
income
Financial Assets
Cash and Cash Equivalents - - 6,933.34 6,933.34
Other Bank Balances - - 12,331.56 12,331.56
Trade Receivables - - 900.36 900.36

Loans - - 26.73 26.73

Equity instrument 874.31 - - 874.31
Mutual Funds 2,313.82 - - 2,313.82
Other Financial Assets - - 1,150.40 1,150.40
Total Financial Assets 3,188.13 - 21,342.39 24,530.52
Financial Liabilities
Trade Payables - - 722.24 722.24
Total Financial Liabilities - - 722.24 722.24

(b) Fair value hierarchy :

As at March 31, 2023 (Amount ` in lakhs)
Particulars Carrying Amount Level of input used in
Level 1 Level 2 Level 3
Financial Assets
At FVTPL
Equity instrument 1,256.53 - - 1,256.53
Mutual Funds 5,868.26 5,868.26 - -
As at March 31, 2022 (Amount ` in lakhs)

Particulars Carrying Amount Level of input used in

Level 1 Level 2 Level 3
Financial Assets
At FVTPL
Equity instrument 874.31 - - 874.31
Mutual Funds 2,313.82 2,313.82 - -

The following methods and assumptions were used to estimate the fair values :

The fair values of the units of mutual fund schemes are based on net asset value at the reporting date. The fair value
of Venture Capital Funds is valued using discounted cash flow analysis and inputs based on information about market
participants’ assumptions and other data that are available. The discount rates used is based on management estimates

The financial instruments are categorised into three levels based on the inputs used to arrive at fair value measurements as
described in Note 2 (e) of the financial statement

136 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

31) Financial Risk Management

The Group has exposure to the following risks from financial instruments :

1. Credit risk

2. Liquidity risk

3. Market risk

Risk management framework

The Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of
managing the risks. Management continually monitors the risk management process to ensure adherence to appropriate risk limits
and controls are set in place

The Board of Directors oversees how management monitors compliance with the Group’s risk management process and
procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group

Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group
has a practice of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. At the
end of the period, the details of the trade receivables were as follows :
(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022

Trade receivables

Trade Receivables considered good – Unsecured 1,732.18 882.29

Trade Receivables – Significant increase in credit risk 911.66 1,237.86

Trade Receivables – Credit Impaired 1,110.64 293.85

3,754.48 2,414.00

Less : Allowance for Credit Losses (2,041.00) (1,513.64)

Total Trade Receivable 1,713.48 900.36

Reconciliation of expected credit loss on trade receivables

(Amount ` in lakhs)

Particulars As at As at
March 31, 2023 March 31, 2022
Expected credit loss at the beginning of the year 1,513.64 2,192.15
Add/(less) : changes in allowance 527.36 (678.51)
Expected credit loss at the end of the period 2,041.00 1,513.64

IL&FS Investment Managers Limited

Limited 137
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

Others financial asset are advances recoverable on account of reimbursement of out of pocket expenses and travel advance given to
employees. Provision is taken on a case to case basis depending on circumstances with respect to non-recoverability of the amount.
At the end of the period, the details of the Advances were as follows :
(Amount ` in lakhs)

Particulars As at As at
March 31, 2023 March 31, 2022
Security Deposit 32.59 26.58
Advances other than capital advances 23.66 21.66
Other Advances in cash in kind 336.45 513.04
Interest accrued 139.62 138.10
Unbilled Revenue 529.47 568.72
Less : Allowance for Credit Losses (145.97) (117.70)
Total Other Financial Assets 915.82 1,150.40

Reconciliation of expected credit loss on other financial asset

(Amount ` in lakhs)

Particulars As at As at
March 31, 2023 March 31, 2022
Expected credit loss at the beginning of the year 117.70 100.03
Add/(less) : changes in allowance 28.27 17.67
Expected credit loss at the end of the period 145.97 117.70

Cash and cash equivalents and other Bank Balances are held with Banks having high quality credit rating

Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group
maintains sufficient cash to address any liquidity risk that may arise

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk
limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Group’s activities

Maturity profile of financial liabilities

(Amount ` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022

Less than 1 year - -

Non- interest bearing instrument - -

Trade payable 960.74 722.24

Market risk
Market risk’ is the risk that changes in market prices, such as interest rates, foreign exchange rates, equity prices and credit
spreads (not relating to changes in the obligor’s/issuer’s credit standing) will affect the Group’s income or the fair value of its
holdings of financial instruments

Foreign currency exchange rate risk

The fluctuation in foreign currency exchange rates may be potential impact on the statement of profit and loss account and
other comprehensive income and equity, where any transaction reference more than one currency or where asset/liabilities are
denominated in a currency other than the functional currency of the Company

138 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

Considering the countries and economic environment in which the Company operates it is subject to fluctuations in exchange
rate from those countries. The risk primarily relates to fluctuations in exchange rate in those countries. The risk primary relates to
fluctuation in US dollars

The table sets forth information for foreign exposure in USD

(Amount ` in lakhs)

Particulars Financial Asset Financial Asset

As at As at
March 31, 2023 March 31,2022

Financial Asset (USD) 109.09 110.16

Financial Liability (USD) 1.96 1.98

Net Total (USD) 107.13 108.18

Net Total (INR) 8,807.90 8,021.01

1% increase/(decrease) USD Impact 1% increase /(decrease) USD Impact

Particulars
As at March 31, 2023 (`) As at March 31, 2022 (`)

Impact on profit and loss account 88.08 / (88.08) 80.21 / (80.21)

Interest rate risk

The Group is not exposed to interest rate risk as the Group has fixed interest bearing financial assets

Price risk
The Group has invested in the Mutual Funds and Equity shares

Mutual Fund and Equity shares Net Asset Values (NAVs) are impacted by a number of factors like interest rate risk, credit risk,
liquidity risk, market risk in addition to other factors

A movement of 5% in NAV mutual funds on either side can lead to a gain/loss of ` 293.41 Lakhs and ` 115.69 Lakhs on the
overall portfolio as at March 31, 2023 and March 31, 2022 respectively

A movement of 5% in NAV Equity shares on either side can lead to a gain/loss of ` 54.76 Lakhs and ` 35.74 Lakhs, on the overall
portfolio as at March 31, 2023 and March 31, 2022 respectively

Capital Management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders
through the optimisation of the debt and equity balance. As part of its capital risk management policies, the Group reviews the capital
structure to ensure that it has an appropriate portion of net debt to equity. Net financial debt is defined as current and non-current financial
liabilities less cash and cash equivalents and short-term investments. The debt equity ratio highlights the ability of a business to repay its
debts. The net financial debt position of the Group as on March 31, 2023 and March 31, 2022 is negative which signifies the Group has
more than sufficient cash to pay off its liabilities

IL&FS Investment Managers Limited

Limited 139
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

32) Additional information required by Schedule III

(Amount ` in lakhs)

Net Assets, i.e., total Share in Other Share in Total

Share in profit or loss
assets minus total Comprehensive Comprehensive
after tax
liabilities Income Income
Name of the entity
As % of As % of As % of As % of
consolidated ` consolidated ` consolidated ` consolidated `
net assets profit or loss profit or loss profit or loss

1 2 3 4 5 6 7 8 9

Parent 23.41% 5,066.09 (15.62)% (187.15) (10.39)% (65.21) (13.82)% (252.37)

Subsidiaries

Indian

IL&FS Asian Infrastructure 2.53% 547.71 1.45% 17.31 0.00% - 0.95% 17.31
Managers Limited

IL&FS Urban Infrastructure 3.34% 723.68 1.82% 21.79 (0.96)% (6.01) 0.86% 15.78
Managers Limited

IIML Asset Advisors 5.92% 1,281.37 4.31% 51.57 0.00% - 2.82% 51.57
Limited

Andhra Pradesh Urban 14.23% 3,079.69 67.99% 814.34 1.20% 7.54 45.02% 821.88
Infrastructure Asset
Management Limited

IL&FS AMC Trustee 0.22% 47.81 0.42% 4.98 0.00% - 0.27% 4.98
Limited

IL&FS Infra Asset 18.52% 4,008.84 64.17% 768.58 0.31% 1.94 42.21% 770.52
Management Limited

Foreign

IL&FS Investment Advisors 39.01% 8,441.75 (7.79)% (93.34) 105.70% 663.46 31.23% 570.12
LLC

Saffron Investment Trust 0.17% 35.86 (1.04)% (12.49) 0.55% 3.47 (0.49)% (9.01)

IIML Fund Managers 1.55% 335.50 (0.42)% (5.08) 4.21% 26.45 1.17% 21.37
Singapore Pte Limited

Minority Interest in all

subsidiaries

Andhra Pradesh Urban (6.97)% (1,509.05) (33.31)% (399.03) (0.59)% (3.69) (22.06)% (402.72)
Infrastructure Asset
Management Limited

IL&FS Infra Asset (2.48)% (536.78) (8.59)% (102.91) (0.03)% (0.26) (5.65)% (103.17)
Management Limited

140 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

Net Assets, i.e., total Share in Other Share in Total

Share in profit or loss
assets minus total Comprehensive Comprehensive
after tax
liabilities Income Income
Name of the entity
As % of As % of As % of As % of
consolidated ` consolidated ` consolidated ` consolidated `
net assets profit or loss profit or loss profit or loss

1 2 3 4 5 6 7 8 9

Joint Ventures
(as per proportionate
consolidation/investment
as per the equity method)

Indian

IL&FS Milestone Realty 0.55% 119.30 26.61% 319.23 0.00% - 17.49% 319.23
Advisors Private Limited

Foreign

Standard Chartered IL&FS 0.00% - 0.00% - 0.00% - 0.00% -

Asset Management Pte
Limited

TOTAL 100% 21,641.76 100% 1,197.80 100% 627.69 100% 1,825.49

33) The Ministry of Corporate Affairs (MCA), Government of India, has vide its letter dated October 1, 2018 initiated investigation
by Serious Fraud Investigation Office (SFIO) against Infrastructure Leasing & Financial Services Limited (IL&FS), the Holding
Company and its subsidiaries (including the Group) under Section 212(1) of the Companies Act, 2013. As a part of its investigation,
SFIO and Enforcement Directorate (ED) have been seeking information from the Group on an ongoing basis. On December 3,
2018, MCA on the directions of the National Company Law Tribunal, Mumbai (NCLT) has impleaded various Group Companies
of IL&FS (which includes the Group) as Respondents to the Petition filed by them on October 1, 2018. Further based on another
petition of the MCA under Section 130 (1) of the Companies Act, 2013, the NCLT has, on January 1, 2019, ordered re-opening of
books of accounts for the past financial year 2012-13 to financial year 2017-18 of ‘IL&FS’ (‘the Ultimate Holding Company’), IL&FS
Financial Services Limited (‘IFIN’ a fellow subsidiary) and IL&FS Transportation Networks Limited (‘ITNL’ a fellow subsidiary). While
the Group, based on its current understanding, believes that the above would not have a material impact on the financial results,
the implications, if any, arising from the aforesaid developments would be known only after the aforesaid matters are concluded
and hence are not determinable at this stage

34) The term of most of the existing funds being managed/advised by the Holding Company and few of its subsidiaries has already
been over. Other funds being managed/advised by the Holding company and few of its subsidiaries in the Group are approaching
end of their term in near future which has resulted in significant reduction in such entities fee revenue. Management expects that
its future income from existing funds being managed/advised together with liquid assets held by the Group as at March 31, 2023
will be adequately sufficient to meet the Group’s existing and future obligations arising over the next 12 months. Management
believes that use of the going concern assumption for preparation of these financial statements is appropriate

35) Group’s share of losses in a Joint venture Standard Chartered IL&FS Management (Singapore) Pte Ltd for FY 2022-23 amounts
to $ 0.11 Lakh (` 8.48 Lakh for the year ended March 31, 2023). These losses exceed the investment value in the consolidated
books of the company. Hence the carrying value of investment in consolidated books of the Group is written down to Nil. The total
unabsorbed loss of $ 5.69 Lakh (` 419.19 Lakh when converted at closing rate as at March 31, 2023) remains unrecognised as at
March 31, 2023

36) The financial statements of its subsidiary IIML Fund Managers (Singapore) Pte Ltd and its Joint Ventures IL&FS Milestone Realty
Advisors Private Limited and Standard Chartered IL&FS Management (Singapore) Pte Ltd have been prepared on the basis that it
does not continue as a going concern

IL&FS Investment Managers Limited

Limited 141
 Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

37) The Board of Directors, in their meeting held on May 30, 2023 have proposed a final dividend of ` 0.80 per equity share amounting
to ` 2,512.26 Lakhs. The proposal is subject to the approval of shareholders at the Annual General Meeting

38) The Board of Directors of the Holding Company at its meeting held on February 14, 2022 approved a Scheme of Amalgamation
of its two wholly owned subsidiaries IL&FS Asian Infrastructure Managers Limited and IIML Asset Advisors Limited with the
Company, subject to approval of shareholders and/or creditors of the respective companies and necessary regulatory approvals.
The Appointed Date for the said Scheme of Amalgamation is scheduled to be April 1, 2022

39) The Group did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or
Section 560 of Companies Act, 1956 during the financial year except as disclosed below. The dividend payment was made to
shareholders during the year who are struck off Companies as under :
(Amount ` in lakhs)

Unclaimed Dividend Unclaimed Dividend

Shareholders payable as at March payable as at March
31, 2023 31, 2022
Dashtina Investments Private Limited 0.01 0.01
Prakash Mehra Pictures Private Limited *0.00 *0.00
Kothari Intergroup Limited *0.00 *0.00
Dreams Broking Private Limited *0.00 *0.00
Crisres Financial Services Private Limited *0.00 *0.00
0.01 0.01
* Amount are below ₹ 1,000

Below struck off companies are equity shareholders of the Group as on the Balance Sheet date :

No. of Shares held No. of Shares held

Shareholders
as at March 31, 2023 as at March 31, 2022
Dashtina Investments Private Limited 1,687 1,687
Prakash Mehra Pictures Private Limited 840 840
Kothari Intergroup Limited 1 1
Dreams Broking Private Limited 55 55
Crisres Financial Services Private Limited 1,500 1,500

All the above transactions are with the parent Company.

40) The disclosure requirements to be given pursuant to Gazette notification for Amendments in Schedule III to Companies Act, 2013
dated 24 March 2021 effective from 01 April 2021 pertaining to the following matters are not applicable to the Group :

(a) Disclosure on Revaluation of property, plant and equipment and intangible assets from Registered Valuers

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(c) Registration of charges or satisfaction with Registrar of Companies

(d) Transactions with Crypto Currency or Virtual Currency

(e) The company has not been declared a willful defaulter by any Bank or financial institution or other lender

(f) As per clause (87) of section 2 and section 186(1) of the Companies Act, 2013 and Rules made there under, the company is
in compliance with the number of layers as permitted under the said provisions

(g) There are no transactions recorded in books of accounts reflecting surrender/disclosure of income in the assessment under
Income Tax Act, 1961

(h) Disclosures relating to Borrowings obtained on the basis of security of current assets and utilisation thereof

142 Annual Report 2023

Notes forming part of the Consolidated Financial Statements for the year ended
31st March, 2023

41) The Group has not advanced or loaned or invested funds to any other person(s) or entity (ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall :

(a) 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

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

42) The Group has not received any fund from any person(s) or entity (ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Group shall :

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

43) Previous year numbers are regrouped/reclassified wherever necessary

In terms of our report attached of even date For and on behalf of the Board of Directors

For KKC & Associates LLP S M Datta

Chartered Accountants Chairman
(formerly Khimji Kunverji & Co LLP) DIN : 00032812
Firm Registration No.: 105146W/W100621

Hasmukh B Dedhia Manoj Borkar Sanjay Mitra

Partner Chief Executive Officer & Company Secretary
Membership No. – 033494 Chief Financial Officer

Place : Mumbai Place : Mumbai

Date : May 30, 2023 Date : May 30, 2023

IL&FS Investment Managers Limited

Limited 143
 NOTICE

Notice is hereby given that the Thirty-Seventh Annual General Meeting of the Members of the Company will be held through Video
Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) on Thursday, August 24, 2023 at 3.00 p.m. to transact the following business :

ORDINARY BUSINESS
(1) To receive, consider and adopt the Standalone Audited Financial Statements and the Consolidated Audited Financial Statements of
the Company for the Financial Year ended March 31, 2023 together with the Reports of the Auditors and Directors thereon

(2) To declare a Final Dividend on Equity Shares for the Financial Year ended March 31, 2023

(3) To appoint a Director in place of Mr Nand Kishore [DIN 08267502] who retires by rotation and being eligible, has offered himself for
re-appointment

SPECIAL BUSINESS
(4) To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the recommendation of the Nomination & Remuneration Committee and approval of the Board of
Directors and pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions, if
any, of the Companies Act, 2013 (hereinafter referred as “Act”) and the Companies (Appointment and Qualification of Directors)
Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred as “SEBI LODR”) (including any statutory modification(s) or re-enactment thereof for the time being in
force), the approval of the Shareholders is hereby accorded for re-appointment of Mr Chitranjan Singh Kahlon (DIN 02823501)
whose first term expires on August 27, 2023 and who has submitted a declaration confirming the criteria of Independence under
Section 149(6) of the Act read with the applicable provisions of the SEBI LODR, as amended from time to time, and who is
eligible for re-appointment for a second term under the provisions of the Act, Rules made thereunder and the SEBI LODR, as an
Independent Non-Executive Director of the Company, whose term shall not be subject to retirement by rotation, for a second term
of five consecutive years from August 28, 2023 upto August 27, 2028”

“RESOLVED FURTHER THAT for the purpose of giving effect to the Resolution, any Director, the Chief Executive Officer & Chief
Financial Officer and the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds,
matters and things as they may in their absolute discretion deem necessary, usual, expedient and proper to give effect to this
resolution”

By Order of the Board of Directors

SANJAY MITRA
COMPANY SECRETARY

Place : Mumbai
Date : May 30, 2023

Registered Office :
The IL&FS Financial Centre,
Plot No. C-22, G Block,
Bandra-Kurla Complex, Bandra (East),
Mumbai 400 051

NOTES
(1) The Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 10/2022 dated December 28, 2022 and the
Securities and Exchange Board of India (“SEBI”) has vide its Circular dated January 5, 2023 (collectively referred to as “the
Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC/OAVM, without the physical presence of
the Shareholders at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and the Circulars, the AGM of the Company is being
held through VC/OAVM. The deemed venue for the 37th AGM will be The IL&FS Financial Centre, Plot No. C-22, G Block, Bandra-
Kurla Complex, Bandra (East), Mumbai 400 051

(2) Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend
and vote instead of himself and the proxy need not be a member of the Company. Since this AGM is being held pursuant to
the Circulars through VC/OAVM, the requirement of physical attendance of Shareholders has been consequently dispensed with.
Accordingly, the facility for appointment of proxies by the Shareholders will not be available for this AGM and the Route Map, Proxy
Form and Attendance Slip are not attached to this Notice

144 Annual Report 2023

NOTICE

(3) Institutional Investors, who are Shareholders of the Company, are encouraged to attend this AGM. Pursuant to the provisions of
the Act, the Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRIs, etc.) are required to send a scanned copy
(PDF/JPG Format) of its Board or governing body Resolution/Authorisation etc., authorising its representative to attend the AGM
through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorisation should be sent to the
Scrutinizer by e-mail to jpc@mehta-mehta.com with a copy marked to evoting@nsdl.co.in

(4) The Shareholders can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement
of the Meeting by following the procedure mentioned in this Notice. The Shareholders will be able to view the proceedings on the
National Securities Depository Limited (“NSDL”) website at https://www.evoting.nsdl.com/. The facility of participation at the AGM
through VC/OAVM will be made available for 1,000 Shareholders on a first come first serve basis as per the Circulars

(5) The attendance of the Shareholders attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum
under Section 103 of the Act

(6) In compliance with the aforesaid Circulars, the Notice of the AGM along with the Annual Report 2022-23 is being sent only through
electronic mode to those Shareholders whose email addresses are registered with the Company/Depositories. Shareholders may
note that the Notice and Annual Report 2022-23 will also be available on the Company’s website at www.iimlindia.com, websites of
the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com
respectively, and on the website of NSDL at https://www.evoting.nsdl.com/

(7) Book Closure and Dividend :

(a) The Register of Members and Share Transfer Books of the Company will remain closed from Friday, August 18, 2023
to Thursday, August 24, 2023 (both days inclusive). The Dividend as recommended by the Directors, if approved by the
shareholders will be payable on or after August 31, 2023 and will be paid to those shareholders whose names appear in
the Company’s Register of Members as on Thursday, August 17, 2023. In respect of the shares held in electronic form,
the dividend will be payable on the basis of beneficial ownership as per details furnished by NSDL and Central Depository
Services (India) Limited (“CDSL”). HDFC Bank has been appointed as the banker for the payment of dividend to the
shareholders

(b) In terms of the provisions of the Income Tax Act, 1961, dividend income will be taxable in the hands of shareholders and the
Company is required to deduct tax at source (“TDS”) from dividend paid to shareholders at the prescribed rates. In general,
to enable compliance with TDS requirements, shareholders are requested to update their valid Permanent Account Number
(“PAN”) and submit tax related documents by August 12, 2023. For the detailed process and documentation, kindly visit :
http://www.iimlindia.com/tax-dividend.aspx

(c) In order to enable the Company to remit dividend through any of the electronic modes of payment facility approved by
the Reserve Bank of India for the payment of dividend, shareholders are requested to submit their Bank details viz. Bank
Account Number, Name of the Bank, cancelled cheque leaf, Branch details, MICR Code, IFS Code etc. Shareholders holding
shares in demat mode are requested to submit the said bank details to the Depository Participants with whom they are
maintaining their demat account and shareholders holding shares in physical mode are requested to submit the said bank
details to the Company’s Registrars & Transfer Agents (“RTA”). Payment through electronic mode shall be subject to timely
furnishing of complete and correct information by shareholders

(8) Section 101 of the Act and Rules made thereunder also allows serving notice of the general meetings in electronic mode.
Therefore, the email addresses registered by the shareholders : (a) in respect of shareholding in demat mode – with the respective
Depository Participant which will be periodically downloaded from NSDL/CDSL, and (b) in respect of physical holding – through
a written request letter to the RTA of the Company, will be deemed to be the registered email address for serving all notices/
documents including those covered under applicable provisions of the Act. Shareholders are therefore requested to keep their
email addresses updated in case of electronic holding with their respective Depository Participants and in case of physical holding
with the RTA of the Company, M/s Link Intime India Private Limited

(9) Shareholders are requested to :

(a) Intimate the RTA of the Company of changes, if any, in their registered address, bank account details etc. for shares held
in physical form. For shares held in electronic form, changes, if any, should be communicated to their respective Depository
Participants

(b) Quote Ledger Folio Nos./DP ID, DP Name and Client ID Nos. in all correspondence

(c) Approach the Company for consolidation of various ledger folios into one

(d) Get the shares transferred in joint names, if they are held in a single name and/or appoint a nominee

IL&FS Investment Managers Limited

Limited 145
 NOTICE

(10) As per Regulation 40 of the SEBI LODR, as amended, securities of a Listed Company can be transferred only in dematerialised
form. Therefore, Shareholders holding shares in physical form are requested to dematerialise their shares before transfer of shares
held by them

(11) SEBI has now mandated all the listed companies to record the PAN, Postal address with PIN code, Mobile number, Bank account
details, Specimen signature and Nomination for all holders of physical securities. The shareholders are also requested to register
their email address to avail online services. This is applicable for all the security holders in physical mode

The folios wherein any one of the above cited document/details (PAN, Postal address with PIN code, Mobile number, Bank account
details, Specimen signature and Nomination) are not available on or after October 1, 2023, shall be frozen as per the SEBI
Circular. The security holder(s) whose folio(s) have been frozen shall be eligible :

(a) to lodge grievance or avail any service request from the RTA only after furnishing the complete documents/details as
mentioned above

(b) for any payment including dividend in respect of such frozen folios (which would be only through electronic mode) only upon
complying with the requirements as mentioned above

The letter sent by the Company to the shareholders holding shares in physical mode and all the information related to the relevant
formats are available at : https://www.iimlindia.com/kyc-nomination.aspx

(12) 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 RTA of the Company
for the same. Please note that the dividend paid for the year 2015-2016 is due for transfer to the IEPF by October 13, 2023.
Further, please note that the dividend paid for the year 2016-2017 is due for transfer to the IEPF next year

The details of unpaid and unclaimed dividend as on March 31, 2023 will be made available at the Company’s website after the
AGM. The same can be accessed at : https://www.iimlindia.com/unclaimed_dividend.aspx

(13) Transfer of equity shares to the IEPF :

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”) all equity shares whose dividend has remained unpaid or unclaimed for a period of seven consecutive years
are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven
years. As per the said Rules, the Company has been sending communications to the shareholders who have not claimed their
Dividend. The shares held in physical and/or dematerialised mode pertaining to which dividend has remained unpaid/unclaimed for a
consecutive period of seven years have been transferred annually to the IEPF Account. Accordingly, the shares held in physical and/
or dematerialised mode pertaining to the unpaid/unclaimed dividend for FY 2015-2016 and which has remained unpaid/unclaimed for
a consecutive period of seven years shall be transferred to the IEPF Account. The List of shares transferred and to be transferred to
the IEPF Account can be found on the Company’s website at : http://iimlindia.com/TransferShares_IEPF.aspx

Any further dividend on such shares shall be credited to the IEPF. The shareholders may claim the shares/dividend transferred to
IEPF by making an application to IEPF in Form IEPF-5 as per the IEPF Rules. The said form is available on the website of IEPF
viz. https://www.iepf.gov.in/IEPF/corporates.html

In case the shareholders have any queries on the subject matter and the IEPF Rules, they may contact the Company at e-mail:
investor.relations@ilfsindia.com or the Company’s RTA, M/s Link Intime India Private Limited, Unit – IL&FS Investment Managers
Limited, C-101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400 083; Tel. No.: +91-8108116767; Fax No.: +91-22-49186060;
E-mail: iepf.shares@linkintime.co.in

(14) Appointment/re-appointment of Directors :

Mr Nand Kishore :
Mr Nand Kishore [DIN 08267502] retires by rotation and being eligible, has offered himself for re-appointment. Accordingly, an
Ordinary Resolution for re-appointment of Mr Nand Kishore as Nominee Director of Infrastructure Leasing & Financial Services
Limited (“IL&FS”) on the Board of the Company is being placed before the shareholders

Mr Nand Kishore is a member of the Indian Audit and Account Service and has been a senior bureaucrat holding key positions
across various departments over the years. Mr Kishore has been the Deputy Comptroller and Auditor General (CAG) and looked
after the audit of Defence, Railways & Communications

146 Annual Report 2023

NOTICE

Mr Kishore has a Bachelor of Engineering (Electrical) degree from University of Roorkee (now IIT Roorkee) and is also a Certified
Internal Auditor from the Institute of Internal Auditors, Florida USA

Mr Kishore was appointed as one of the seven members on the Board of IL&FS on October 1, 2018 by the Government of India

Mr Kishore is a member of the Audit Committee of the Company

Mr Nand Kishore is not related to any Director of the Company other than in the capacity of nominee of IL&FS and does not hold
any shares in the Company
Other Directorships :

Name of Company Position held Membership of Committees *

Infrastructure Leasing and Financial Services Limited Managing Director -

IL&FS Transportation Networks Limited Nominee Director Member of the Audit Committee

IL&FS Engineering And Construction Company Limited Director -

Noida Toll Bridge Company Limited Nominee Director Member of the Audit Committee
Member of the Stakeholders’
Relationship Committee

IL&FS Infra Asset Management Limited Director Member of the Audit Committee

IL&FS Financial Services Limited Nominee Director Chairman of the Audit Committee
Member of the Stakeholders’
Relationship Committee

IL&FS Securities Services Limited Director Chairman of the Audit Committee

Road Infrastructure Development Company Of Rajasthan Limited Nominee Director Member of the Audit Committee

IL&FS Tamil Nadu Power Company Limited Nominee Director Chairman of the Audit Committee

Note : The list of Directorships excludes Foreign Companies

* The Membership of Committees includes only two Committees i.e. Audit Committee and Stakeholders’ Relationship
Committee of Public Limited Companies as per Regulation 26 of the SEBI LODR

Mr Chitranjan Singh Kahlon :

Details pursuant to the Regulation 36(3) of the SEBI LODR and Secretarial Standard 2 on General Meetings w.r.t. re-appointment
of Mr Chitranjan Singh Kahlon as an Independent Non-Executive Director of the Company are given in the explanatory statement

(15) Attending the AGM through VC/OAVM :

(a) Shareholders will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system.
Shareholders may access the same by following the steps mentioned for Access to NSDL e-Voting system. After
successful login, shareholder can see link of “VC/OAVM link” placed under “Join Meeting” menu against company name.
Shareholders are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be
available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the Shareholders
who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same
by following the Remote E-voting instructions mentioned in this notice to avoid last minute rush

(b) Shareholders are encouraged to join the Meeting through Laptops for better experience. Further, shareholders will be
required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. Please note that
participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience
Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN
Connection to mitigate any kind of aforesaid glitches

(c) Shareholders desiring any information on the business to be transacted at the AGM are encouraged to submit their queries
in advance. These queries may be submitted from their registered e-mail address, mentioning their name, DP ID and
Client ID/folio number and mobile number, to reach the Company’s e-mail address at investor.relations@ilfsindia.com by
August 17, 2023

IL&FS Investment Managers Limited

Limited 147
 NOTICE

(d) Shareholders who would like to express their views or ask questions during the AGM may register themselves as a speaker
by sending their request from their registered e-mail address mentioning their name, DP ID and Client ID/folio number, PAN,
mobile number at investor.relations@ilfsindia.com from August 17, 2023 (9.00 a.m.) to August 21, 2023 (5.00 p.m.). Those
Shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during
the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the
AGM

(e) Shareholders who need assistance before or during the AGM, can contact NSDL at evoting@nsdl.co.in or call on
022 - 4886 7000 and 022 - 2499 7000

(16) E-Voting Facility :

(a) In compliance with Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014
and Regulation 44 of the SEBI LODR and the aforesaid Circulars, the Company is pleased to provide to the shareholders
remote e-voting facility (i.e. voting electronically from a place other than the venue of the general meeting). The Company
has appointed NSDL to provide e-voting facility to its shareholders i.e. casting votes by a shareholder using remote e-Voting
system as well as voting during the AGM

(b) Shareholders of the Company holding shares either in physical form or in electronic form as on the cut-off date of Thursday,
August 17, 2023 may cast their vote by remote e-voting. The voting right of shareholders shall be in proportion to their share
in the paid-up equity share capital of the Company as on the cut-off date, being August 17, 2023. A person who is not a
Shareholder as on the cut-off date should treat this Notice for information purpose only. A person whose name is recorded in
the Register of Shareholders or in the Register of Beneficial Owners as on the cut-off date only shall be entitled to avail the
facility of remote e-voting before the AGM as well as remote e-voting during the AGM

(c) Any person holding shares in physical form and non-individual shareholders, who acquire shares of the Company and
become shareholder of the Company after this notice is sent through e-mail and holding shares as of the cut-off date
i.e. Thursday, August 17, 2023 may obtain the login ID and password by sending a request to NSDL at evoting@nsdl.
co.in or to the Company at investor.relations@ilfsindia.com. However, if you are already registered with NSDL for remote
e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you
can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on
https://www.evoting.nsdl.com/ or call on 022 - 4886 7000 and 022 - 2499 7000. In case of Individual Shareholders holding
securities in demat mode who acquire shares of the Company and become a Shareholder of the Company after sending of
this Notice and holding shares as of the cut-off date i.e. Thursday, August 17, 2023 may follow steps mentioned in the Notice
of the AGM under “Access to NSDL e-Voting system”

(d) The remote e-voting period starts on Monday, August 21, 2023 at 9.00 a.m. and ends on Wednesday, August 23, 2023
at 5.00 p.m. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote is cast by a
shareholder, the shareholder shall not be allowed to change it subsequently. The cut-off date (record date) for shareholders
eligible for remote e-voting is August 17, 2023

(e) Shareholders will be provided with the facility for voting through electronic voting system during the VC/OAVM proceedings
at the AGM. The procedure and instructions for remote e-voting before AGM and e-voting during the AGM are same.
Only those shareholders, who are present at the AGM through VC/OAVM facility and have not casted their vote on the
Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting
system in the AGM. Shareholders who have voted through remote e-voting will be eligible to attend the AGM. However,
they will not be eligible to vote again at the AGM

(f) The remote e-voting module for voting on the day of the AGM shall be disabled by NSDL 15 minutes after the conclusion of
the Meeting

(g) CS Jagdish Patel failing him CS Ashwini Inamdar of M/s Mehta & Mehta, Practicing Company Secretaries, have been
appointed as the Scrutinizer for conducting the remote e-voting process before and during AGM

148 Annual Report 2023

NOTICE

(h) Instructions for Remote E-voting Before/During AGM :

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below :

Step 1 : Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat
mode

In terms of SEBI Circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts
in order to access e-Voting facility

Login method for Individual shareholders holding securities in demat mode is given below :

Type of shareholders Login Method

Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL viz.
holding securities in https://eservices.nsdl.com either on a Personal Computer or on a mobile
demat mode with NSDL
On the e-Services home page click on the “Beneficial Owner” icon under “Login”
which is available under ‘IDeAS’ section, this will prompt you to enter your existing
User ID and Password
After successful authentication, you will be able to see e-Voting services under
Value added services
Click on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page
Click on company name or e-Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com
Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/
SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile
Once the home page of e-Voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section
A new screen will open. You will have to enter your User ID (i.e. your sixteen digit
demat account number held with NSDL), Password/OTP and a Verification Code
as shown on the screen
After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page
Click on company name or e-Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting
4. Members can also download NSDL Mobile App “NSDL Speede” through App Store
or Google Play Store for seamless voting experience

IL&FS Investment Managers Limited

Limited 149
 NOTICE

Type of shareholders Login Method

Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through their user
holding securities in id and password
demat mode with CDSL
Option will be made available to reach e-Voting page without any further
authentication

The users to login Easi / Easiest are requested to visit CDSL website
www.cdslindia.com and click on login icon & New System Myeasi Tab and then
use your existing my easi username & password

2. After successful login of Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the e-voting is in progress as per the information
provided by company

On clicking the e-voting option, the user will be able to see e-Voting page of the
e-Voting service provider for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting

Additionally, there are also links provided to access the system of all e-Voting
Service Providers, so that the user can visit the e-Voting service providers’ website
directly

3. If the user is not registered for Easi / Easiest, option to register is available at
CDSL website www.cdslindia.com and click on login & New System Myeasi Tab
and then click on registration option

4. Alternatively, the user can directly access e-Voting page by providing demat
Account Number and PAN No. from a link in www.cdslindia.com home page

The system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account

After successful authentication, user will be able to see the e-Voting option where
the e-voting is in progress and also able to directly access the system of all
e-Voting Service Providers
Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities in Depository Participant registered with NSDL/CDSL for e-Voting facility
demat mode) login
through their depository Upon logging in, you will be able to see e-Voting option
participants Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
successful authentication, wherein you can see e-Voting feature
Click on company name or e-Voting service provider i.e. NSDL and you will be redirected
to e-Voting website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting

Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget
Password option available at abovementioned website

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e. NSDL and CDSL

Login type Helpdesk details

Individual Shareholders holding securities in Members facing any technical issue in login can contact NSDL
demat mode with NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at
022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL
demat mode with CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com
or contact at a Toll Free No. 1800 22 55 33

150 Annual Report 2023

NOTICE

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders
holding securities in demat mode and shareholders holding securities in physical mode

How to Log-in to NSDL e-Voting website

(1) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile

(2) Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section

(3) A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code
as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your
log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically

(4) Your User ID details are given below :

Manner of holding shares Your User ID is :

i.e. Demat (NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL For example if your DP ID is IN300*** and Client ID is 12******
then your user ID is IN300***12******
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL For example if your Beneficiary ID is 12************** then your
user ID is 12**************
c) For Members holding shares in EVEN Number followed by Folio Number registered with the
Physical Form Company
For example if folio number is 001*** and EVEN is 101456
then user ID is 101456001***

(5) Password details for shareholders other than Individual shareholders are given below :

(a) If you are already registered for e-Voting, then you can use your existing password to login and cast your
vote

(b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password

(c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open
the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or
folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
password’

(ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered

(6) If you are unable to retrieve or have not received the “Initial password” or have forgotten your password :

(a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or
CDSL) option available on www.evoting.nsdl.com

(b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com

IL&FS Investment Managers Limited

Limited 151
 NOTICE

(c) If you are still unable to get the password by aforesaid two options, you can send a request at
evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your
registered address etc.

(d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting
system of NSDL

(7) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box

(8) Now, you will have to click on “Login” button

(9) After you click on the “Login” button, Home page of e-Voting will open

Step 2 : Cast your vote electronically and join General Meeting on NSDL e-Voting system

(1) After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding
shares and whose voting cycle and General Meeting is in active status

(2) Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting
your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed
under “Join Meeting”

(3) Now you are ready for e-Voting as the Voting page opens

(4) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for
which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted

(5) Upon confirmation, the message “Vote cast successfully” will be displayed

(6) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page

(7) Once you confirm your vote on the resolution, you will not be allowed to modify your vote

(i) General Guidelines for shareholders :

(1) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG
Format) of the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorised
signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to jpc@mehta-mehta.com with a copy marked
to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board
Resolution/Power of Attorney/Authority Letter etc. by clicking on “Upload Board Resolution/Authority Letter” displayed
under “e-Voting” tab in their login

(2) It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the
correct password. In such an event, you will need to go through the “Forgot User Details/Password” or “Physical User
Reset Password” option available on www.evoting.nsdl.com to reset the password

(3) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting user
manual for shareholders available at the download section of www.evoting.nsdl.com or call on 022 - 4886 7000 and
022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL or Ms. Prajakta Pawle, Officer,
NSDL at evoting@nsdl.co.in

(4) Process for those shareholders whose email ids are not registered for E-voting :

(a) In case shares are held in physical mode – kindly provide Folio No., Name of shareholder, scanned copy of the
share certificate (front and back), Self-attested scanned copy of valid PAN card and Self-attested scanned copy
of Aadhaar Card by email to investor.relations@ilfsindia.com and rnt.helpdesk@linkintime.co.in

(b) In case shares are held in demat mode – kindly provide DP id, Client id, (16 digit DP id + Client id or 16 digit
Beneficiary id), Name, Client Master or copy of Consolidated Account Statement, Self-attested scanned copy
of valid PAN card and Self-attested scanned copy of Aadhaar Card by email to investor.relations@ilfsindia.com
and rnt.helpdesk@linkintime.co.in. If you are an Individual member holding securities in demat mode, you are
requested to refer to the login method explained above i.e. Login method for e-Voting and joining virtual meeting
for Individual shareholders holding securities in demat mode

152 Annual Report 2023

NOTICE

(c) Alternatively members may send a request to evoting@nsdl.co.in for procuring user id and password for
e-voting by providing above mentioned documents

(5) In terms of the SEBI Circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
members holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID
correctly in their demat account in order to access e-Voting facility

(17) Declaration of Results :

(a) The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes casted during the AGM,
thereafter unblock the votes casted through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a
consolidated Scrutinizer’s Report of the total votes casted in favour or against, if any, to the Chairman or a person authorised
by him in writing, who shall countersign the same

(b) The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www.iimlindia.com and
on the website of NSDL at https://www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results
to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed

By Order of the Board of Directors

SANJAY MITRA
COMPANY SECRETARY

Place : Mumbai
Date : May 30, 2023

Registered Office :
The IL&FS Financial Centre,
Plot No. C-22, G Block,
Bandra-Kurla Complex, Bandra (East),
Mumbai 400 051

IL&FS Investment Managers Limited

Limited 153
 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013
ITEM NO. 4 :
Mr Chitranjan Singh Kahlon was appointed as an Independent Non-Executive Director of the Company at the 33rd AGM held on
September 30, 2019 by the shareholders of the Company for a term of five consecutive years from August 28, 2018 to August 27, 2023

Mr Kahlon has submitted a declaration confirming the criteria of Independence under Section 149(6) of the Act read with the SEBI LODR
and hence is eligible for re-appointment for a second term under the provisions of the Act, Rules made thereunder and SEBI LODR as an
Independent Non-Executive Director of the Company

The Nomination & Remuneration Committee (“NRC”) carried out the performance evaluation of Mr Kahlon based on the parameters
set out in the Company’s Performance Evaluation of Board of Director’s Policy and Schedule IV of the Act and found the performance
Mr Kahlon to be satisfactory and recommended to the Board the re-appointment of Mr Kahlon for a second term as an Independent
Non-Executive Director of the Company

On the recommendation of the NRC, the Board of Directors on May 30, 2023 approved the re-appointment of Mr Kahlon as an
Independent Non-Executive Director for a second term of five consecutive years from August 28, 2023 to August 27, 2028, subject to the
approval of the shareholders

Other details :

Name of Director Chitranjan Singh Kahlon [DIN 02823501]

Date of Birth February 22, 1951
Age 72 years
Qualification Mr Kahlon has a Diploma from the University of Birmingham, United Kingdom and
Master of Arts from Punjab University. He is also a Member of the Indian Revenue
Service
Brief resume Mr Chitranjan Kahlon served as a member of Central Board of Direct Taxes,
Government of India and as an Executive Director of Securities & Exchange Board of
India and has worked in various capacities in the Indian Revenue Service. Mr Kahlon
has hands-on experience in the field of Capital Market and is familiar with Tax
administration in India particularly with regard to Tax policy. Mr Kahlon has been
a member of the ‘Speculative Transactions Committee’ constituted by the Finance
Minister of India and Member of the Committee to draft the Prevention of Money
Laundering Act
Experience Over 4 decades
Nature of expertise in Specific functional areas Mr Kahlon has worked in various capacities in the Indian Revenue Service and
has hands-on experience in the field of Capital Market and is familiar with Tax
administration in India particularly with regard to Tax Policy. As a Member of the
CBDT and also as Executive Director with SEBI he has extensive experience in
financial & capital markets, regulatory and tax administration
Skills and capabilities required for the role and The Board is looking at persons who have expertise in the field of financial services,
manner of meeting such requirements capital markets, law, taxation or general management and meet the criteria for
independence. Mr Kahlon meets these requirements adequately given his vast
knowledge and expertise in multiple areas and given the responsibilities handled by
him in the Indian Revenue Service, CBDT and SEBI
Disclosure of relationship Mr Kahlon is not related to any Director, Manager or KMP of the Company
Shareholding in the Company NIL
Memberships/Chairmanships of committees in Mr Kahlon is a member of the Audit Committee, Nomination & Remuneration
the Company Committee, Stakeholders’ Relationship Committee and Corporate Social
Responsibility Committee of the Company
Other directorships and memberships/
Name of Company Position held Membership of Committees*
chairmanships of committees
Shaolin Trusteeship Private Limited Director -
Note : The list of Directorships excludes Foreign Companies
* The Membership of Committees includes only two Committees i.e. Audit Committee
and Stakeholders’ Relationship Committee of Public Limited Companies as per
Regulation 26 of the SEBI LODR

154 Annual Report 2023

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013

Resignation from listed entities in the past 3 NIL

years
Terms and Conditions of Re-appointment Copy of the draft letter for appointment of Independent Director setting out the
terms and conditions would be available for inspection without any fee by the
shareholders at the Registered Office of the Company during normal business hours
on any working day and the same is also available on the website of the Company at
http://iimlindia.com/Independent_Director.aspx
Remuneration last drawn The Company does not pay any remuneration to the Non-Executive Directors of the
Company except sitting fees for attending the Board Meetings and the Committee
Meetings of the Company. Sitting Fees amounting to ` 185,000/- was paid for
FY 2023 for attending the meetings of the Board and Board Committees
Remuneration sought to be paid Sitting fees for attending the meetings of the Board and Board Committees
Date of first appointment on the Board August 28, 2018
Number of Board Meetings attended during the 6
year 2022-23

In the opinion of the Board, Mr Chitranjan Singh Kahlon is independent of the management and fulfils all the conditions specified in
the Act and SEBI LODR for appointment as an Independent Director of the Company. The Board considers continued association of
Mr Chitranjan Singh Kahlon in the interest of the Company and recommends passing of the special resolution at Item No. 4

None of Directors/Key Managerial Personnel of the Company nor their relatives are concerned or interested in the resolution at Item No. 4

By Order of the Board of Directors

SANJAY MITRA
COMPANY SECRETARY

Place : Mumbai
Date : May 30, 2023

Registered Office :
The IL&FS Financial Centre,
Plot No. C-22, G Block,
Bandra-Kurla Complex, Bandra (East),
Mumbai 400 051

IL&FS Investment Managers Limited

Limited 155
 NOTES

156 Annual Report 2023

 I
.Q1W5 Private Equity
IL&FS Investment Managers Umited

Statement on Im pact of Audit Qualificat ions (for audit report with modified opinion)
s ubmitlcd alung-wilh S"lOdalooc Annual Audited Financial Rcs uhs

Statement on lom3cl of Audil Qualificlllions tor the Financial Year

ended March 31 2023
ISce Regulation 33 J 52 of the SEBI (LODR) (Amendmcul) Regubltions. 20161

SI- Particula rs Audited Figure.~ Adjusted Figures

No. (as reported (audited figures
b<'fore:uJjusling after adjusting for
for qualifications) qualifications)
'f in lakhs tin lakhs
Turnoverrrotal income
;'~~*
1. Not ascertainable
2. Tolal Ex enditure

~
3. Net Profit! Loss
4. Earnin sPerShare 0.76
5. Total Assets 11 ,647.77
6. Total Liabilities 363.97
7. NetWonh It 283.80
8. Any other financial item(s)
(as felt appropriate by the management)

ll. AuilitOualificalions:

Details of Audit Qualification Refer below details of qualification as per t he

Audit Report dated May 30, 2023

Attention is invited to Note 4 of the Statement which describes thc sitllation faced by
the Company in view of the ongoing investigation by Serious Fraud Investigation
Office of Ministry of Corporate Affairs (SFIO) aguinst Infraslnlclure Leasing &
Financial Services Limited ('IL&FS' or 'the Holding Company'), and its subsidiaries
(including the Company). Further, the National Company Law Tribunal (NCL T) has
ordered reopening of books of account of IL&FS and its two subsidiaries (other than
this Company) for the past financial years referred in the note, In view ofthe aforesaid
ongoing investigations of the entire IL&FS Group (including the Company) by the
SF IO and re-opening of accounts of the Holding Company and two fellow subsidiaries
by the NCLT, we arc unable to comment on the consequential impact(s) upon
conclusion of the said investigation and re-opening of the books of account on these
standalone annual financial results

b, Type of Aud it Qualification ; Qualified Opinion

c. F req uen ev of q ualification: Appearing for the fifth time

d. For Audit Qualification(s) w here the imoact is quantified bv the auditor

Management's Views : Not applicable
 I
4o\1W'S Private Equity
IL&FS Investment Managenl Urnlled

e. Fur Audit Qualilication(s) where the iml)3Ct is nol quantified by th e lHl(li[~

( i) Manaeement's estimation all the im ra cl of a udil Qualifica ti OD

UnobJc 10 estimate impact

(ii) If m:lna"CIIICIlI is umlble In c!Stim:ltc th e il1l[);u:t, reaso ns fo.' th csa mc

In the absence orany specific findin gs as on date, the fmancial impact if any
can only be ascertained once the SF10 investigation is completed and the
cllcrcise of the restatement offinancial statement s is comp lete d

(iii) Auditors' COlll lll ents Oil (i) or (iil ahove ; No Comme nts

III. Signatories:

ManojBorkar
C hief EXei;ulive Officer & C hief Financial Officer

Susim Mukul Datla

Audit Committee C hairman

Statutory Auditor:
For KKC & Associa tes LLP
Chartered Accountants
(formerl y Khimj i Kun verji & Co LLP)
Firm Registration Number: IOSI46W/WI00621

~.3.--
Hasmukh B Dcdhia
Partner
ICAI Membership No: 033494

Place: Mumbai
Date: Ma 30,2023
 J!!IW'S I Private Equity
IL&FS Inyestment Managefll Umlted

State me nt on Im pa ct of Audit Qua lifications (for a udit report with modified o pinion)
s ubmill ed alo ng-w ilh Consolida ted Ann ual Audited Financial Resull s

S tateme nt on Immll't of Audit Qualifications fo r th e Financial Year

ended Marc h 3 1 2023
[Sec Reg ula tion 33 1 52 of the SEBI (LOOR) (Ame ndme nt) Regulatio ns, 2016]

Sl. Particulars Audited Figures Adjus ted Fig ures

No. (as re po rted befo re (llUJiI C(1 fi gures
adjus ting for a ftcr luijlls ling
qualilica lions) for qUlltifica lions)
'('{ in la khs) (t in Ja khs)
1. Turnoverrroial income 7,55 1.34 NO'
2. Total Ex enditure 5,708.90 ascertain<lble
3, NetProfitJ Loss 1,699.74
4. Earnin s Per Share 0.38
5. Total Assets 26699.66
6. Total Liabil ities 5,057.90
7. Net Worth 21,641.76
8 Any other financial itcm(s)
f---;-;- as felt 3ppropriale by Ihemana ement)
11 . A udi t Qualifica tions:

D c t a il.~ o f A ud it Qua lifica tio ns Refer below details of qualification as per

Audit Report dated May 30, 2023

Attention is drawn to Note 4 of the Statement which describes the siltlation fnced by
the Group in view of the ongoing investigation by Serious Fraud IllVestigati on Qffice
of Ministry of Corporate Atfairs (SFIO) agninst Infrastructure Leasing & Finnncial
Services Limited ('IL&FS ' or 'the Ultimate Holding Company'), ~nd its subsidiaries
(including th e Company and its subsidiaries). Further, the Nationa l Company Law
Tribunal (NCL T) has ordered re-opening of books of account of IL&FS and its two
subsidiaries (other than this company and its subsidiarie:s) for the Pilst financial years
as referred to in the note. In view of the aforesaid ongoing investigations of the entire
IL&FS Group (including the Company and its subsidiaries) by the SFlO and reopening
of accounts of the Ultimate Holding Company and two of its subsidiaries by the NCL T,
we are unable to comment on the consequential impact(s) upon conclusion of the said
investigation and re-opening of the books of account on these consolidated nnnual
financial results

b. Tvpeof Au dit Qua lificat io n : Qualified O pinion

- FI"Ctllle lle.v o f (Jua lificatio u : Appearing for the fifth time

d. For Autlit QU:lliJicalion(s) w her e Ihe imna r l b Quan tified by th e lllHlilo r

i'\1an :lgem eul 'S Views: Not applicable
 I
.a11>fS Private Equity
Il&FS Investment Managers Umited

~~e· _r(iF,))O '_An"d~;t~Q~"IT"lmifi~,"~t;LO"~('ili)mWli"fu

ll "~tl~"~;'~npf'u~"fu;'~n~otiq~'''~"~tif~;'llid~bY~t~h'W"~"dili;t~o,,-'~
r-- ' Mamlgcmenl's estimation on th e impact of audit qualification
Unable to estimate impact

(ii) If management is unable to estimate th e im pact reasons for Ihc sa me :

In the absence of any specific findings as on dale, the !inaneial impact if 30y
can only be ascertai ned once the SFiO investigation is completed and the
exercise of the resta tement of financial statements is completed

(ii i) Auditor-s' Co mments 011 (i) or (ii) ahove : No Comments

II. Audi lO u,dineltions;

Details of Audit Qualificatio ns Refer below details of qualifi cation as per

Alidit Report dated May 30, 2023

The consolidated financial results include financial results of one of the material
subsidiaries whose n::suIIS, as certified by its management, rellee! total assels of
Rs 4,532.20 lakhs as at March 31, 2023, tOlal revenues of Rs 1,244.36 lakhs and
Rs 4 ,469.12 lakhs, lotal net profit after tax ofRs 203 .08 lakhs and Rs &14.34 la khs an d
tolal comprehenSive income ofRs 208.92 lakhs and ofRs 821.88 lakhs for the quarter
ended March 31, 2023 and for the from April 1,2022 to March 31, 2023
respective ly, and cash 1.&4 lak hs for the period from April 1,2022
to March 3 1, 2023. T he financial results also include the Group's share
of net (loss)iprofit after ta x ofRs (2.61) la khs and Rs 319.23 lakhs fo rth e Clliarterended
March 31, 2023 and for the period from April 1,2022 to March 3 1, 2023 n:spectively
in res pect ofa joint vent ure. The financial results of these entities, as certifi ed by their
managements, are material to the Group. As the Board meet ings of the said entities ot"
the Group haven't been conducted to ap prove their financi a l results, the provision of
Regulation 33(3)(h) of SEIJI LODR, whic h require a listed entity to ensure that, for
the purposes of consolidated financia l res ults, at least eighty percent each of the
consolidated re venue, assets and profits, should be sllbjected to audit or in case of
unaudited results, subjected to limited review, is no t met by the Parent for the year
under report

- b. Type of Audi t Qualification; Qualifi ed Opin ion

FIW llI CliCY of qualil"ieatiou : Appcari ng for the first lime

d. For Audit OU:Jlifi eatioll(s) where the imr:H':! is () ua ntified bv Ihe lluditor
:.vtanagement's Views: Not applicable
 I
1A1W'S Private Equity
IL&FS Investment Managers Umlted

For Audit Qualification(s) where the impaci is not (IUantified by the auditor:

(i) Management's estinlal;on on the impact of audit qualification

Unable to estimate impact

(ii) Ifmanagement is unable 10 eslimale the imnact reasons for the same :
In the absence orany specific findings as On date, the financial impact if any
can only be ascertained once the Audited Financial Statements of these
entities arc available

(iii) Auditors' Comments on (i) or (ii) above: No further comments

III. Signatories:

Manoj Borkar
Chief Executive Officer & Chief FiJ)lI11cial Officer

Susim Mukul Datta

Audit Committee Chairman

Statutory Auditor:
For KKC & Associates LLP
Chartered Accountants
(formerl y Khimji Kunverji & Co LLP)
Firm Registration Number: ! 05146WIW 10062\

~....:L
Has mukh B Dedhia -
Partner
ICAI Membership No: 033494

Place: Mumba i
Date: Ma 30,2023