IL&FS Investment Managers Limited conducted its board meeting on February 13, 2026, addressing multiple significant corporate developments including quarterly financial results and key leadership appointments.

Financial Results Approval

The board approved comprehensive financial results covering multiple reporting periods. The company announced unaudited consolidated financial results for the quarter and half year ended September 30, 2025, along with unaudited standalone and consolidated financial results for the quarter and nine months ended December 31, 2025.

All financial results received due review and recommendation from the Audit Committee before board approval. The statutory auditors issued independent review reports for each set of results.

Key Financial Highlights

The consolidated financial results for the half year ended September 30, 2025 showed total revenue of ₹1,992.32 lakhs compared to ₹1,861.57 lakhs in the corresponding previous period. The company reported profit after tax and share in joint venture profit of ₹376.19 lakhs for the half year ended September 30, 2025.

For the nine months ended December 31, 2025, consolidated total revenue reached ₹2,849.45 lakhs, while profit after tax and joint venture share stood at ₹83.06 lakhs.

Director Appointment

The board appointed Ms. Jayashree Ramaswamy as Additional Director in the category of Nominee Director (Non-Executive), effective February 13, 2026. Her appointment follows nomination by the holding company, Infrastructure Leasing & Financial Services Limited.

Ms. Ramaswamy serves as Group Chief Financial Officer of IL&FS and CFO of IL&FS Financial Services Limited. She brings over 36 years of experience across IT, Financial Services, and Information Services industries, having previously worked with organizations including Bharat Heavy Electronics Limited, Credit Suisse First Boston India Ltd, and Dun & Bradstreet Information Services Limited.

Professional Qualifications

Ms. Ramaswamy holds multiple professional qualifications:

• Fellow Member of the Institute of Chartered Accountants of India
• Associate Member of ICMA
• Associate Member of the Institute of Company Secretaries of India
• Certified Public Accountant from the State of Delaware, USA

Ongoing Challenges

The company continues facing material uncertainty regarding going concern assumptions due to significantly reduced fee revenue. Most existing funds managed or advised by the company approach the end of their extended terms, resulting in limited fee income generation during recent quarters.

The Ministry of Corporate Affairs investigation by Serious Fraud Investigation Office against IL&FS and its subsidiaries remains ongoing, with the company having received summary of charges in October 2024.

Resolution Process

The IL&FS Board continues working on a resolution plan for stakeholder value preservation. This includes asset and business sales, with a public Expression of Interest invited on December 21, 2023, for sale of the entire stake in IL&FS Investment Managers Limited. Several prospective bidders have shown interest, and the process remains underway.

The board meeting commenced at 12:30 p.m. and concluded at 8:00 p.m. on February 13, 2026, with Company Secretary & Compliance Officer Prasad Chaoji signing the regulatory filings.

IL&FS Investment Managers Limited has issued a postal ballot notice seeking shareholder approval for the continuation of an Independent Director beyond the statutory age limit of 75 years. The company has engaged National Securities Depository Limited (NSDL) to provide remote e-voting facility to shareholders for this governance decision.

Postal Ballot Notice and E-Voting Schedule

The postal ballot notice dated January 15, 2026, seeks approval from members through remote e-voting process for the continuation of Mr. Chitranjan Singh Kahlon (DIN: 02823501) as Independent Non-Executive Director beyond the age of 75 years. The notice has been sent electronically to shareholders whose email addresses are registered with the company, depositories, or the registrar and transfer agent as on the cut-off date of January 09, 2026.

Director Details and Justification

Mr. Chitranjan Singh Kahlon will attain the age of 75 years on February 22, 2026. The board's decision was made based on recommendations from the Nomination & Remuneration Committee and requires shareholder approval through a special resolution, in accordance with Regulation 17(1A) of the SEBI LODR Regulations.

Board Justification and Evaluation

The board considered several factors while approving the proposal for Mr. Kahlon's continuation beyond 75 years. Key considerations included his continued compliance with independence criteria under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations. The performance evaluation reflects effective leadership, objective judgment and strategic guidance to the Board.

The board noted that his age does not impair his ability to discharge duties effectively, and his continuation will not affect the independence of the Board. His continued association is considered important during the current phase of transition.

Scrutinizer and Documentation

The company has appointed CS Kaushal Dalal (Membership No.: FCS 7141) of M/s KDA & Associates, Practicing Company Secretaries, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The postal ballot notice along with explanatory statement is available on the company's website at https://iimlindia.com/postal-ballot/ and on NSDL's website at https://www.evoting.nsdl.com/ .

The resolution, if approved by the requisite majority through postal ballot, shall be deemed to have been passed on February 18, 2026. The company has fulfilled its disclosure obligations under the SEBI LODR Regulations by informing both the National Stock Exchange and BSE Limited about the board's decisions.