Notes to Accounts of IL&FS Investment Managers Ltd.

Mar 31, 2025

(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

(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 Encashment : 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

(n) Cash flow Statements

Cash flows are reported using the indirect method, whereby proflt/(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, 2025 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 34 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") notifies new standards or amendments to the existing standards under
companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025,
MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and
leaseback transactions, applicable w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and
based on its evaluation has determined that it does not have any significant impact in its financial statements.

a) Defined-Contribution Plans :

The Company has recognised '' 20.86 Lakhs (Previous year '' 21.98 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 '' 7.96 Lakhs (Previous year '' 8.17 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.

Nature and purpose of reserve :

(i) 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 in accordance with the provisions of the Companies Act, 2013

(ii) 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

(iii) Capital Redemption Reserve : Capital Redemption reserve is created out of profits on account of redemption of
preference share

(iv) Capital Reserve : Capital Reserve is created on account of effect of merger under the Scheme of Amalgamation

(v) Retained earning : Retained earnings are the profits that the Company has earned till date, add/(less) any
transfers from/(to) general reserve and dividends or other distributions paid to shareholders. Retained earnings
includes re-measurement gain/(loss) on defined benefit obligations, net of taxes that will not be reclassified to
Profit and Loss

b) contingent Liabilities :

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

ii) The Company has filed an appeal with Income Tax Appellate Tribunal, Mumbai on May 28, 2025 against
disallowance of deduction under Section 80M in respect of AY 2022-23 and AY 2023-24. The additional tax
demand against the said disallowance is '' 34.58 Lakh for AY 2022-23 and refund of Income tax has been
reduced by the department of '' 13.77 Lakh for AY 2023-24

iii) Service tax demand contested by the Company (''IIML Asset Advisors Limited'') of '' 1,185.22 Lakh are disputed
with the Service Tax Authority for the period from April 1, 2011 to June 30, 2017 towards classification of
services rendered by the Company and disallowing Export of Service claim. The Company has paid '' 52.63
Lakh under dispute and has filed an appeal against the order

iv) Income tax demand contested by the Company (''IL&FS Asian Infrastructure Managers Limited'') for A.Y. 11-12
of '' 3.63 Lakh and refund have been adjusted against the said demand of '' 2.33 Lakh

22) Leases :

The Company has entered into a Business Service Agreement with IL&FS for the use of certain office premises,
furniture, fixtures, and other facilities located at the IL&FS Business Centre. The agreement is effective for a period of
12 months commencing from April 1, 2024, and is renewable upon mutual consent of both parties.

In accordance with the provisions of Ind AS 116 "Leases", this arrangement qualifies as a short-term lease, and
accordingly, the Company has elected to apply the recognition exemption available for short-term leases. As a
result, no right-of-use asset or corresponding lease liability has been recognized in the financial statements for the
year ended March 31, 2025.

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 :

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 '' 175.96 Lakhs and '' 238.54 Lakhs on
the overall portfolio as at March 31, 2025 and March 31, 2024 (Restated) respectively

A movement of 5% in NAV Venture Capital Funds on either side can lead to a gain/loss of '' 68.55 Lakhs and '' 56.57
Lakhs on the overall portfolio as at March 31, 2025 and March 31, 2024 (Restated) 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, 2025 and March 31, 2024 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.

(b) Segment Revenue

The amount of revenue from external customers broken down by location of the customers is shown in the table
below :

31) In accordance with the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, the Company has
maintained its books of account using accounting software that incorporates a feature of recording an audit
trail (edit log) of each and every transaction. The audit trail functionality has been operated consistently
throughout the financial year for all transactions recorded in the software and has also been enabled at
the database level to capture direct modifications impacting the books of account. The audit trail has been
maintained without any tampering and preserved by the Company in compliance with the applicable statutory
requirements for record retention.

32) 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. The Company has
received the "Summary of Charges" sent by the Ministry of Corporate Affairs through IL&FS, based on which the
required action has been completed.

33) 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 the end of their term in the near future which
has resulted in a 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,
2025 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

The IL&FS Board has been working on a resolution plan, with a view to enable value preservation for stakeholders
of IL&FS Group. The resolution plan, inter alia, involves sale of assets/businesses/companies owned by IL&FS. In
this regard, the IL&FS Board has on December 21, 2023 invited a public Expression of Interest (Eol) for sale of its
entire stake in the Company. In response to the EOI, few prospective bidders have shown interest and the process is
underway

34) The Board of Directors, in their meeting held on May 29, 2025, have proposed a final dividend of '' 0.28 per equity
share amounting to '' 879.29 Lakhs for FY 2024-25. As the profits for the year are inadequate, the dividend will be
paid out of accumulated free reserves in accordance with Section 123(1) of the Companies Act 2013 and Rule 3
of the Companies (Declaration and Payment of Dividend) Rules 2014. The proposal is subject to the approval of
shareholders at the Annual General Meeting.

37) 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

38) 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

39) 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

40) The National Company Law Tribunal, Mumbai has passed an Order dated July 26, 2024 approving the Scheme
of Amalgamation ("the Scheme") of its two wholly owned subsidiaries IL&FS Asian Infrastructure Managers
Limited and IIML Asset Advisors Limited with the Company, with appointed date as April 1, 2022. Upon completion
of the formalities on August 23, 2024 the Scheme has become effective from the Appointed Date i.e. April 1, 2022.
Consequently, the above-mentioned wholly owned subsidiaries of the Company stand dissolved without winding up

Since the amalgamated entities are under common control, the accounting of the said amalgamation been done
applying Pooling of Interest method as prescribed in Appendix C of Ind AS 103 "Business Combinations". While applying
Pooling of Interest method, the Company has recorded all assets, liabilities and reserves attributable to the wholly
owned subsidiaries at their carrying values as appearing in the consolidated financial statements of the Company.
Consequently, the previous year/periods figures have been restated considering that the amalgamation has taken
place from the beginning of the preceding period i.e. April 1, 2022 as required under Appendix C of Ind AS 103

The financial statements of the amalgamated entities for the year ended March 31, 2024 have been audited on a
standalone basis

Consequent to the above, the standalone financial statements for the year ended March 31, 2024 have been restated
from the financial statements to give the impact of the Scheme. The impact of the Scheme on Standalone profit and
loss and balance sheet are as follows :

41) 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 Chitranjan Singh Kahlon

Chartered Accountants Chairman

(formerly Khimji Kunverji & Co LLP) DIN : 02823501

Firm Registration No. 105146W/W100621

Bharat Jain lubna usman Harish agrawal

Partner Executive Director and Company Secretary

Membership No. 100583 CEO & CFO Membership No. : A12549

DIN : 08299976

Place : Mumbai Place : Mumbai

Date : May 29, 2025 Date : May 29, 2025

---

Mar 31, 2024

Particulars relating to IND AS 19 “Employee Benefits” (Revised) is provided below : a) Defined-Contribution Plans :

The Company has recognised '' 21.98 Lakhs (Previous year '' 24.34 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 '' 8.17 Lakhs (Previous year '' 9.12 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

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

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

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

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, 2023. 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 31,2024

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, 2024

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

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 and has accordingly remeasured it deferred tax assets/(liabilities) basis the rates prescribed in said section

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 :

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

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 ? and most transactions are made in ?. The Company receives sub advisory fee income in USD on a quarterly basis whilst the reporting currency of the Company is in ''

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 '' 215.34 Lakhs and '' 234.54 Lakhs on the overall portfolio as at March 31,2024 and March 31,2023 respectively

A movement of 5% in NAV Venture Capital Funds on either side can lead to a gain/loss of '' 56.56 Lakhs and '' 54.76 Lakhs on the overall portfolio as at March 31,2024 and March 31,2023 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, 2024 and March 31, 2023 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

31) The accounting software used by the Company to maintain its Books of accounts have a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software. Feature of recording audit trail has not been enabled at the database level

32) 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

33) 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). The restatement has been completed. The independent agency entrusted to do such re-opening of the books of accounts and restatement for the Ultimate Holding Company and one of the fellow subsidiary, have confirmed that there is no impact on the financial information of the Company. In respect of other fellow subsidiary''s reopening and restatement a similar assertion has been received from the fellow subsidiary

34) 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, 2024 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

35) The Board of Directors, in their meeting held on May 22, 2024 have proposed a final dividend of Rs.0.70 per equity share amounting to Rs 2,198.23 Lakhs out of retained earnings. The proposal is subject to the approval of shareholders at the Annual General Meeting

38) 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

39) 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

40) 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

41) 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. The final petition has been filed with the concerned bench of National Company Law Tribunal (NCLT) and the approvals are still awaited

42) Previous year numbers are regrouped/reclassified wherever necessary

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Mar 31, 2018

Corporate Information

IL&FS Investment Managers Limited (IIML) is incorporated in India as a public limited company under the provisions of the Companies Act, 1956. IIML is a domestic private equity fund management companies which manages funds on behalf of leading Indian and International Institutions

i) Rights, preference and restrictions attached to equity shares:

The Company has one class of Equity Shares with face value of Rs. 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) Number of equity shares allotted as fully paid up by way of bonus shares for preceding five years :

vi) Forfeited shares:

During the financial year 1997-98 the Company had forfeited 10,000 equity shares of Rs. 2/- each on which amount paid up was Rs. 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

ix) Shares reserved for issue under Options:

- The particulars of the Options distributed under ESOP 2003, ESOP 2004 and ESOP 2006 are as follows:

- The effect of subdivision of each Equity share of Rs. 10/- into Equity shares of Rs. 2/- each and issue of bonus shares is considered in calculating the number of Options

- The Company calculates the employee compensation cost using the Intrinsic Value of the Options. The Exercise Price of the Options granted is based on the Market Price as on the date of the Grant

- No Options were granted during the year ended March 31, 2018 (Previous year : Nil). Further, no Options were outstanding as at the start of the year

The Company has paid dividend for the year ended March 31, 2017, on Equity Shares @ Rs. 0.60/- per share aggregating Rs. 195,251,230/inclusive of dividend distribution tax of Rs. 6,831,586/-

1) Long Term Provisions

Long Term provision consists of provision for amounts due to be settled beyond twelve months after the balance sheet date :

Particulars relating to Accounting Standard 15 “Employee Benefits” (Revised) is provided below:

(i) Defined-Contribution Plans:

The Company has recognised Rs. 7,573,089 /- (Previous year - Rs. 9,292,080/-) 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 Rs. 2,944,921 /- (Previous year Rs. 3,405,892/-) as Company’s contribution to Superannuation Fund maintained with Life Insurance Corporation of India

(ii) Defined-Benefit Plans:

The Company operates funded post retirement defined benefit plans for gratuity, details of which are as follows :

Other Details:

The employer’s best estimate of the contributions expected to be paid to the plan during the next 12 month ‘ Nil (Previous year Rs. 2,421,892/-)

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

2) Other Current Liabilities:

i) Other Current Liabilities consists of:

ii) Other Payables pertains to amount payable for employees Provident Fund, Professional Tax and employee reimbursements

iii) Unclaimed Dividend of Rs. 33,837,536/- relates to the period from FY 2010-2011 to FY 2016-2017. During the year ended March 31, 2018 an amount of Rs. 4,043,059/- (Previous year: Rs. 3,502,324/-) has been transferred to the Investor Education and Protection Fund relating to amounts for the year ended March 31, 2010 (Previous year March 31, 2009)

3) Short Term Provisions:

a) Short Term provision consists of provision for amounts due to be settled within twelve months after the balance sheet date:

4) Deferred Tax Asset (net):

Deferred Tax provision has been made in accordance with the requirements under the Accounting Standard - 22 “Accounting for Taxes on Income”

i) During the current year ended March 31, 2018 the timing difference has resulted in a net deferred tax charge of Rs. 3,303,000/-(Previous year net deferred tax charge of Rs. 777,000/-)

ii) The net deferred tax asset realised in the accounts as of March 31, 2018 are as follows:

Of the above, the balances that meet the definition of Cash and Cash Equivalents as per AS-3 “Cash Flow Statements” are Cash on hand, Balances with bank in Current account, and Demand Deposits amounting to Rs. 24,038,059/- (Previous year Rs. 83,456,214/-)

The disclosures regarding details of specified bank notes held and transacted during 8th November 2016 to 30th December 2016 has not been made since it does not pertain to financial year ended 31 March 2018

5) Short Term Loans and Advances:

i) Short Term Loans and Advances consist of amounts expected to be realised within twelve months of the Balance Sheet date:

ii) Others includes advance recoverable on account of reimbursement of out of pocket expenses and travel advance given to employees

iii) Inter Corporate Deposits given to related parties represents the companies short term surplus funds placed with the IL&FS Transportation Networks Ltd.

Miscellaneous Expenses includes commission to non-whole time directors, advertisement expenses, business promotion expenses, postage and telecommunication, printing and stationery, subscription to clubs/ association, director’s sitting fees, conference and seminar and books and periodicals

6) Earnings Per Share:

In accordance with the Accounting Standard on ‘Earnings Per Share’ (AS-20), 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:

7) Leases:

The Company has entered into Operating Lease arrangements towards provision for vehicles and business centre arrangement towards use of office facility. The minimum future payments during non-cancellable periods under the foregoing arrangements in the aggregate for each of the following periods is as follows:

8) Dividend paid in Foreign Currencies to Non resident Shareholders :

No Dividend has been paid in Foreign Currencies to non-resident shareholders in current period and previous year

9) Derivatives and foreign currency Exposures:

a) There are no forward exchange contracts outstanding as at March 31, 2018

b) Foreign currency exposures:

The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below :

10) 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

11) Disclosure as required by the AS 18 on “Related Party Disclosures” are made below:

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

12) Joint Venture Disclosure :

The Company has the following Joint Ventures as on March 31, 2018 and its proportionate share in the assets, liabilities, income and expenditure of the joint venture entities on the basis of the financial statements as at / for the year ended of those entities is given below:

13) Segment Reporting :

The Company is in the business of providing asset management and other related service. As such, there are no separate reportable business segment or geographical segment as per Accounting Standard 17 on “Segment Reporting”. It is considered appropriate by the Management to have a single segment i.e. “Asset Management and other related service”

14) CSR expenditure :

a) Gross amount required to be spent by the company during the year - ‘11,279,019/-

b) Amount spent during the year on :

15) Proposed Dividend

The Board of Directors, in their meeting held on May 4, 2018 have proposed a final dividend of Rs. 0.60 per equity share amounting to ‘197,051,564/-, inclusive of tax on dividend. The proposal is subject to the approval of shareholders at the Annual General Meeting

16) Figures for the previous year have been regrouped/reclassified wherever considered necessary to confirm to the current year classification/disclosure

---

Mar 31, 2016

iv) Rights, preference and restrictions attached to equity shares:

The Company has one class of Equity Shares with face value of Rs.2 each. Each Shareholder has a voting right in proportion to their holding of the paid up Equity Share Capital of the Company

vi) Forfeited shares:

During the financial year 1997-98 the Company had forfeited 10,000 equity shares of Rs. 2/- each on which amount paid up was Rs.20,000/-

- The effect of subdivision of each Equity share of Rs.10/- into Equity shares of Rs. 2/-each and issue of bonus shares is considered in calculating the number of Options

- The Company calculates the employee compensation cost using the Intrinsic Value of the Options. The Exercise Price of the Options granted is based on the Market Price as on the date of the Grant

- No Options were granted during the year ended March 31, 2016 (Previous year: Nil)

Particulars relating to Accounting Standard 15 “Employee Benefits” (Revised) is provided below:

(i) Defined-Contribution Plans

The Company has recognized Rs. 10,082,531/- (Previous year - Rs. 10,872,091/-) 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 Rs. 3,633,198/- (Previous year Rs. 3,833,295/-) as Company''s contribution to Superannuation Fund maintained with Life Insurance Corporation of India

Other Details:

The employer''s best estimate of the contributions expected to be paid to the plan during the next 12 month '' Rs.Nil (Previous year Rs. Nil)

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

ii) Other Payables pertains to amount payable for employees Provident Fund and Professional Tax

iii) Unclaimed Dividend of Rs. 32,213,561/- relates to the period from FY2008-2009 to FY2014-2015. During the year ended March 31, 2016 an amount of Rs. 1,852,834/- (Previous year: Rs. 1,414,260/-) has been transferred to the Investor Education and Protection Fund relating to amounts for the year ended March 31, 2008

1) Deferred Tax Asset (net):

Deferred Tax provision has been made in accordance with the requirements under the Accounting Standard - 22 “Accounting for Taxes on Income”

(i) During the current year ended March 31, 2016 the timing difference has resulted in a net deferred tax charge of Rs. 574,000/-(Previous year net deferred tax credit of Rs.191,000)

2) 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

3) 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

4) Segment Reporting:

The Company is in the business of providing asset management and other related service. As such, there are no separate reportable business segment or geographical segment as per Accounting Standard 17 on “Segment Reporting”. It is considered appropriate by the Management to have a single segment i.e. “Asset Management and other related service”

5) At its board meeting dated August 11, 2015, the Company had decided to acquire 86.61% stake of IL&FS Infra Asset Management Ltd and 100% stake of IL&FS AMC Trustee Limited subject to necessary approvals of the Securities and Exchange Board of India which are still awaited

6) Figures for the previous year have been regrouped / reclassified wherever considered necessary to conform to the current year''s classification / disclosure

---

Mar 31, 2013

1) Deferred Tax :

Deferred Tax provision has been made in accordance with the requirements under the Accounting Standard - 22 “Accounting for Taxes on Income”

i) During the current year ended March 31, 2013 the timing difference has resulted in a net deferred tax asset of Rs. 4,639,000/-

ii) The deferred tax asset recognised in the accounts as of March 31, 2013 are as follows:

2) Leases :

The Company has entered into Operating Lease arrangements towards provision for vehicles and Business Centre arrangement towards use of offce facility. The minimum future payments during non-cancellable periods under the foregoing arrangements in the aggregate for each of the following periods is as follows:

3) 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

4) 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 disclosures, if any, relating to amounts unpaid as at the period end together with the interest paid / payable as required under the said Act have not been given

5) Segment Reporting :

The Company is in the business of providing asset management and other related service. As such, there are no separate reportable business segment or geographical segment as per Accounting Standard 17 on “Segment Reporting”. It is considered appropriate by the Management to have a single segment i.e. “Asset Management and other related service

6) Figures for previous year have been regrouped and rearranged wherever considered necessary to conform with those of the current year

---

Mar 31, 2012

A) Proposed Dividend

The Company has proposed dividend for the year ended March 31, 2012, on Equity Shares @ Rs 1.50 per share aggregating to Rs 363,094,333/- inclusive of dividend distribution tax of Rs 50,681,218/-

b) Forfeited shares

During the financial year 1997-98 the Company had forfeited 10,000 equity shares of Rs.2 each on which amount paid up was Rs.20,000/-

(i) The effect of subdivision of each Equity share of Rs.10/- into Equity shares of Rs.2/-each and issue of bonus shares is considered in calculating the number of Options

(ii) The Company calculates the employee compensation cost using the Intrinsic Value of the Options. The Exercise Price of the Options granted is generally based on the Market Price as on the date of the Grant. The Company had issued 1,148,290 Options at an exercise price lower than the market price and accordingly, the Intrinsic Value of those Options was Rs 11,496,590/-, which has been already amortised over the vesting period in previous years

(iii) No Options were granted during the year

(iv) The weighted average market price at the dates of exercise for options during the year was Rs.28.66

b) Particulars relating to Accounting Standard 15 Employee Benefits (Revised) is provided below:

(i) Defined-Contribution Plans

The Company has recognized Rs.9,743,798/- (Previous year - Rs.9,044,138/) 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 Rs.12,008,113/- (Previous year Rs.11,179,111/-) as Company's contribution to Superannuation Fund maintained with Life Insurance Corporation of India

Other Details :

The employer's best estimate of the contributions expected to be paid to the plan during the next 12 month Rs.Nil

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

b) Unclaimed dividend of Rs.17,163,619/- relates to the period from FY 2004-2005 to FY 2010-2011. During the year an amount of Rs.672,887/- (Previous Year: Rs.517,111/-) has been transferred to the Investor Education and Protection Fund relating to amounts for the year ended March 31, 2004

(i) * Of the above an amount of Rs Nil (Previous year Rs 16,000,000/-) in Fixed Deposits are held with more than 12 months maturity

(ii) Of the above, the balances that meet the definition of Cash and Cash Equivalents as per AS-3 "Cash Flow Statements" are Cash on hand , Cheques on hand , Balances with bank in Current and EEFC accounts amounting to Rs 34,258,759/- (Previous year Rs 50,279,892/-)

1) Contingent Liabilities :

March 31, 2012 March 31, 2011

Particulars Rs. Rs.

Claims not acknowledged as debts:

Income tax demand contested by the Company 14,176,014 12,187,094

Estimated Project development Cost for Urjankur Nidhi Trust - 21,331,380

The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof

b) Miscellaneous Income includes Rs.5,361,200/- (Previous year Rs. 23,040,870/- ) being the reversal of excess provision for Performance Pay

c) Income from sale of Duty free licenses is based on invoices raised for licenses sold to related party

2) Dividend paid in Foreign Currencies to Nonresident Shareholders :

No Dividend has been paid in Foreign Currencies to non-resident shareholders in current year and previous year

3) 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 disclosures, if any, relating to amounts unpaid as at the period end together with the interest paid / payable as required under the said Act have not been given

4) Segment Reporting :

The Company is in the business of providing asset management and other related service. As such, there are no separate reportable business segment or geographical segment as per Accounting Standard 17 on 'Segment Reporting". It is considered appropriate by the Management to have a single segment i.e. "Asset Management and other related service.

5) Consequent to the "NOTIFICATION NO. S.O. 447(E), DATED 28-2-2011 [AS AMENDED BY NOTIFICATION NO F.NO 2/6/2008-CL- V, DATED 30-3-2011] the financial statements have been presented in accordance with the Revised Schedule VI. As required under the said notification , the corresponding amounts for the previous year have been reclassified and presented in accordance with the current year presentation

---

Mar 31, 2011

1) Contingent Liabilities:

a) Claims against the Company not acknowledged as debts: (Amount in Rs.)

Particulars March 31,2011 March 31,2010

The Company has preferred appeals against the income tax demands and 12,187,094 5,138,137 the same are pending with CIT(A) and ITAT (Appeals). The Company is hopeful of succeeding in the appeals.

b) ContingentLiability of Rs.21,331,380/-(previous year NIL) towards estimated project development cost

c) The effect of subdivision of each Equity share of Rs. 10/- into Equity shares of Rs. 21- each and issue of bonus shares is considered in calculating the numberof Options

d) The Company calculates the employee compensation cost using the Intrinsic Value of the Options. The Exercise Price of the Options granted is generally based on the Market Price as on the date of the Grant. The Company had issued 1,148,290 Options at an exercise price lower than the market price and accordingly, the Intrinsic Value of those Options was Rs. 11,496,590/-, which has been already amortised overthe vesting period in previous years

e) No Options were granted during the year and hence calculation of the weighted average Fair Value of Options granted during the year (based on the calculation of external valuers using Black Scholes Model) is not applicable

f) In the event the Company had used the Fair Value of Options for calculating the employee compensation cost, the employee compensation cost of the Options granted would have been Rs. 343,135/- which would have reduced the Profit before Tax of the Company by Rs. 343,135/- and the Basic and Diluted EPS would have reduced to Rs.1.84/- and Rs.1.81 /- respectively

g) The weighte daverage marketprice at the dates of exercise for options during the year was Rs.39.15

h) The range of Exercise Price for Stock Options outstanding as at March 31, 2011 is Rs. 4.80/- to Rs. 19.20/- and the weighted average remaining contractual life is 1.13 years

Method and significant assumptions used to estimate the Fair Value of the Option for the ESOP 2004 and ESOP 2006 schemes:

The Fair Value of Options has been calculated by an independent valuer. The valuation has been done using the Black-Scholes model based on the assumptions, which are as below:

a) Expected Life of Options is the period within which the Options are expected to be exercised. The Options can be exercised immediately on vesting. All the Options vest at the end of one to three years from the date of Grant. The Options can be exercised at any time upto 4 years from the vesting date

b) Considering the above the average life of option period has been assumed as expected life of Options

c) Risk free interest rate has been assumed at 7.5%

d) Share Price is the market price on the National Stock Exchange with reference to the Grant date

e) Volatility is calculated based on period to represent a consistent trend in the price movement after adjusting abnormal events, if any

f) Expected dividend yield has been calculated as follows:

Dividend per share / Market price of the share on the Grant Date

4) Deferred tax provision has been made in accordance with the requirements under the Accounting Standard - 22 "Accounting for Taxes on Income"

a) During the current year ended March 31,2011 the timing difference has resulted in a net deferred tax asset of 13,659,000/-

5) Unclaimed dividend of Rs. 14,477,207/- (Previous Year Rs. 11,047,386/-) relates to the period from the year ended March 31, 2004 to the year ended March 31,2010. During the year an amount of Rs.517,111/-(Previous Year Rs.529,527/-)has been transferred to the Investor Education and Protection Fund relating to amounts forthe yearended March 31,2003

6) Derivative Instruments

7) Segment Reporting

The Company is in the business of providing asset management and other related service. As such, there are no separate reportable business segment or geographical segment as per Accounting Standard 17 on "Segment Reporting" and the Company operates in a single segment i.e. "Asset Management and other related service"

8) Disclosure as required underAccounting Standard -15 on "Employee Benefits" is as under:

a) The Company has recognised Rs. 9,044,138/- (Previous Year- Rs. 8,038,080/-) in the Profit and Loss Account as Companys Contribution to Provident Fund, which is maintained with the office of Regional Provident Fund Commissioner

13) The Company has entered into Operating Lease arrangements towards provision for vehicles and Business Centre arrangement towards use of office facility. The minimum future payments during non-cancellable periods under the foregoing arrangements in the aggregate for each of the following periods is as follows:

(i) Not laterthan one year- Rs. 24,132,204/- ii) Laterthan one year and not laterthan five years - Rs. 27,362,158/- (iii) Laterthan five years-Rs. Nil

During the current year ended March 31, 2011 the lease payments recognised in the Profit and Loss account for the aforesaid arrangement amounts tor 25,194,690/-

15) On the basis of the information available with the Company there are no suppliers registered under the Micro, Small, Medium Enterprises Development Act, 2006. The disclosure under Schedule 8 is done accordingly

16) Figures for the previous year have been regrouped and rearranged wher ever considered necessary to conform with those of the current year

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Mar 31, 2010

1) Contingent Liabilities :

Claims against the Company not acknowledged as debts :

Particulars March 31,2010 March 31,2009

Income-tax Demands 5,138,137 35,604,531

The Company has preferred appeals against the income tax demands and the same are pending with ITAT (Appeals)

2) Employee Stock Option Plan

a) The effect of subdivision of each Equity share of Rs 10/- into Equity shares of Rs 21- each and issue of bonus shares is considered in calculating the numberof Options

b) The Company calculates the employee compensation cost using the Intrinsic Value of the Options. The Exercise Price of the Options granted is generally based on the Market Price as on the date of the Grant. The Company had issued 1,148,290 Options at an exercise price lower than the market price and accordingly, the Intrinsic Value of those Options was Rs 11,496,590/-, which has been already amortised over the vesting period in previous years

c) No Options were granted during the year and hence calculation of the weighted average Fair Value of Options granted during the year (based on the calculation of external valuers using Black Scholes Model) is notapplicable

d) In the event the Company had used the Fair Value of Options for calculating the employee compensation cost. the employee compensation cost of the Options granted would have been Rs 2,820,973/- which would have reduced the Profit before Tax of the Company by Rs 2,820,973/- and the Basic and Diluted EPS would have reduced to Rs 1.95/- and Rs 1.92/- respectively

e) The weighted average market price at the dates of exercise for options during the yearwas Rs 41.85

f) The range of Exercise Price for Stock Options outstanding as at March 31, 2010 is Rs 4.80/- to Rs 15.84/- and the weighted average remaining contractual life is 2.08 years

Method and significant assumptions used to estimate the Fair Value of the Option for ESOP 2004 and ESOP2006 :

The Fair Value of Options has been calculated by an independent valuer. The valuation has been done using the Black-Scholes model based on the assumptions, which are as below :

a) Expected Life of Options is the period within which the Options are expected to be exercised. The Options can be exercised immediately on vesting. All the Options vest at the end of one to three years from the date of Grant. The Options can be exercised at any time upto 4 years from the vesting date

b) Considering above the average life of option period has been assumed as expected life of Options

c) Riskfree interest rate has been assumed at 7.5%

d) Share Price is the market price on the National Stock Exchange with reference to the Grant date

e) Volatility is calculated based on period to represent a consistent trend in the price movement after adjusting abnormal events, if any

f) Expected dividend yield has been calculated as follows: Dividend pershare / Market price of the share on the Grant Date

3) Deferred Tax provision has been made in accordance with the requirements under the Accounting Standard - 22 "Accounting for Taxes on Income"

a) During the current year ended March 31, 2010 the timing difference has resulted in a net deferred tax asset of Rs 214,000/-

4) Unclaimed dividend of Rs 11,047,386/- (Previous Year Rs 7,412,578/-) relates to the period from FY 2002-2003 to FY 2008-2009. During the year an amount of Rs 529,527/- (Previous Year Rs 653,128/-) has been transferred to Investor Education and Protection Fund pertaining to FY2001-02

5) Derivative Instruments

a) Transactions with Key Management Personnel togetherwith Relatives of such Personnel

Key Management Personnel :

DrArchana Hingorani CEO & Executive Director Mr Alok Bhargava Executive Director Upto December 31,2008: Mr Shahzaad Dalai Vice Chairman & Managing Director Mrs Nafisa Dalai Spouse of Mr Shahzaad Dalai

6) Segment Reporting

The Company is in the business of providing asset management and other related service. As such, there are no separate reportable business segment or geographical segment as per Accounting Standard 17 on "Segment Reporting". It is considered appropriate by the Management to have a single segment i.e. "Asset Management and otherrelated service"

7) Disclosure as required underAccounting Standard 15 on "Employee Benefits" is as under :

a) The Company has recognised Rs 7,712,398/- (Previous Year Rs 8,793,833/-) in Profit and Loss Account under Companys Contribution to Provident Fund, which is maintained with the office of Regional Provident Fund Commissioner

8) The Company has entered into Operating Lease arrangements towards provision for vehicles and Business Centre arrangement towards use of office facility. The minimum future payments during non-cancellable periods under the foregoing arrangements in the aggregate for each of the following periods is as follows:

(i) Not laterthan one year Rs 28,115,837/-

(ii) Laterthan one yearand not laterthan five years Rs 52,985,939/-

(iii) Laterthan five years Rs Nil

During the current year ended March 31, 2010 the lease payments recognised in the Profit and Loss account for the aforesaid arrangement amounts to Rs 28,292,292/-

9) On the basis of the information available with the Company there are no suppliers registered under the Micro, Small. Medium Enterprises DevelopmentAct, 2006

10) Figures for the previous year have been regrouped and rearranged whereverconsidered necessary