IL&FS Investment Managers Limited's Board of Directors has approved the continuation of an Independent Director beyond the statutory age limit of 75 years, marking a significant governance decision that requires shareholder approval. The board meeting, held on January 15, 2026, addressed the continuation of Mr. Chitranjan Singh Kahlon as an Independent Non-Executive Director beyond the age of 75 years.

Board Decision and Regulatory Compliance

The board's decision was made based on recommendations from the Nomination & Remuneration Committee and is subject to shareholder approval through a special resolution, in accordance with Regulation 17(1A) of the SEBI LODR Regulations. The approval process follows the regulatory framework established under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Justification for Continuation

The board considered several factors while approving the proposal for Mr. Kahlon's continuation beyond 75 years. The evaluation process took into account multiple criteria that support the decision to retain his services during the company's current operational phase.

Key considerations included in the board's assessment:

• Mr. Kahlon continues to meet independence criteria under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations
• Performance evaluation reflects effective leadership, objective judgment and strategic guidance to the Board
• Age does not impair his ability to discharge duties effectively
• His continuation will not affect the independence of the Board
• His continued association is considered important during the current phase of transition

Shareholder Approval Process

The board has approved seeking shareholder consent through postal ballot with remote e-voting facility. This approach ensures broader participation from shareholders in the decision-making process. The board has also approved the draft Postal Ballot Notice along with the Explanatory Statement that provides justification for the continuation.

Meeting Details

The board meeting was conducted on January 15, 2026, with specific timing and procedural compliance maintained. The meeting commenced at 11:45 a.m. and concluded at 12:45 p.m., demonstrating efficient governance practices in addressing the agenda items.

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. This transparency ensures that all stakeholders are informed about significant governance developments that may impact the company's operations and strategic direction.

IL&FS Investment Managers Limited (IIML) is facing regulatory action from stock exchanges due to a delay in submitting its consolidated financial results for the quarter ended June 30, 2025. The company has cited challenges with its subsidiary, Andhra Pradesh Urban Infrastructure Asset Management Limited (APUIAML), as the primary reason for the delay.

Key Developments

1. Missed Deadline: IIML failed to submit its consolidated financial results by the August 14, 2025 deadline, as required under Regulation 33 of SEBI's Listing Obligations and Disclosure Requirements (LODR).

2. Reason for Delay: The company attributed the delay to non-receipt of board-approved financial results from APUIAML. The subsidiary was unable to convene its board meeting due to the unavailability of government-nominated directors.

3. Regulatory Consequences:

   • The National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) have imposed fines totaling Rs. 2,65,500.00 (including GST).
   • The exchanges have threatened to freeze the promoter shareholdings if compliance is not achieved and fines are not paid within a specified timeframe.

Company's Response

IIML has taken several steps to address the situation:

1. Continuous Follow-ups: The company engaged in persistent follow-ups with APUIAML from July to October 2025, including escalations to senior management.

2. Regulatory Disclosures: IIML made timely disclosures to the stock exchanges regarding the reasons for the delay.

3. Board Review: On November 13, 2025, IIML's board reviewed the situation and endorsed the company's actions, noting that the delay was beyond the company's control.

4. Requests to Exchanges: IIML has requested the stock exchanges not to freeze promoter shareholdings and to waive the imposed fines, citing the impossibility of performance due to circumstances beyond its control.

Current Status

As of November 18, 2025:

1. IIML has received the necessary financial results from APUIAML.
2. The company has completed the consolidation process.
3. IIML is in the process of submitting the consolidated financial results to the stock exchanges.

Implications

This incident highlights the challenges faced by companies with government-linked subsidiaries and the potential regulatory consequences of delayed financial reporting. It also underscores the importance of robust internal processes and communication channels between parent companies and their subsidiaries to ensure timely compliance with regulatory requirements.

As the situation unfolds, investors and market participants will be closely watching how the stock exchanges respond to IIML's explanations and requests for waiver of penalties.