Date: May 29, 2026

Board Meeting Outcomes

The Board of Directors at its meeting held on May 29, 2026, which commenced at 12:30 p.m. and concluded at 04:00 p.m., inter alia:

  • Approved the Audited Standalone Financial Statements/Results for the quarter and financial year ended March 31, 2026.
  • Noted that the Audited Consolidated Financial Statements/Financial Results for the quarter and financial year ended March 31, 2026 could not be finalized due to non-receipt of the Audited Financial Statements/Audit Report of one of the Subsidiaries, viz. IL&FS Investment Advisors LLC and its step down Subsidiary viz. Saffron Investment Trust. The Audit Committee and Board shall consider these at a separate meeting proposed for May 30, 2026.
  • Recommended a final Dividend of ₹0.70 per equity share of face value ₹2 each for FY ended March 31, 2026, subject to shareholder approval at the ensuing AGM. The Record Date and payment date will be intimated separately.

The meeting was held pursuant to Regulations 30 and 33 of the SEBI (LODR) Regulations, 2015.

Financial Results (Standalone)

Profit & Loss (₹ in lakhs)

  • Revenue from Operations: ₹0.00 for Q4 FY26, Q3 FY25, Q4 FY25, FY26, and FY25 (₹75.00 for FY25 as per note).
  • Other Income: ₹2,345.51 for Q4 FY26; ₹66.77 for Q3 FY25; ₹310.76 for Q4 FY25; ₹5,528.76 for FY26; ₹904.78 for FY25.
  • Total Revenue (1): ₹2,345.51 for Q4 FY26; ₹66.77 for Q3 FY25; ₹310.76 for Q4 FY25; ₹5,528.76 for FY26; ₹904.78 for FY25.
  • Total Expenses (2): ₹153.98 for Q4 FY26; ₹226.11 for Q3 FY25; ₹209.85 for Q4 FY25; ₹737.46 for FY26; ₹1,061.15 for FY25.
  • Profit before tax (3): ₹2,191.53 for Q4 FY26; (₹159.34) for Q3 FY25; ₹100.91 for Q4 FY25; ₹4,791.30 for FY26; (₹156.37) for FY25.
  • Tax expense/(benefit) (4): ₹0.00 for Q4 FY26; ₹0.00 for Q3 FY25; ₹35.75 for Q4 FY25; ₹0.00 for FY26; ₹61.34 for FY25.
  • Profit after Tax (5): ₹2,191.53 for Q4 FY26; (₹159.34) for Q3 FY25; ₹65.16 for Q4 FY25; ₹4,791.30 for FY26; (₹247.71) for FY25.
  • Total Comprehensive Income (7): ₹2,153.05 for Q4 FY26; (₹102.05) for Q3 FY25; ₹58.28 for Q4 FY25; ₹4,811.81 for FY26; (₹211.64) for FY25.
  • Earnings per share (Basic) (10): ₹0.70 for Q4 FY26; (₹0.05) for Q3 FY25; ₹0.02 for Q4 FY25; ₹1.53 for FY26; (₹0.07) for FY25.
  • Earnings per share (Diluted): ₹0.70 for Q4 FY26; (₹0.05) for Q3 FY25; ₹0.02 for Q4 FY25; ₹1.53 for FY26; (₹0.07) for FY25.

Breakup of Other Income (Note 3) (₹ in lakhs)

  • Fair Value gain/(loss) on Investments at FVTPL: (₹51.16) for Q4 FY26; ₹22.07 for Q3 FY25; ₹274.00 for Q4 FY25; ₹242.07 for FY26; ₹553.09 for FY25.
  • Realised gain/(loss) on Sale of Investments: ₹94.62 for Q4 FY26; ₹44.65 for Q3 FY25; ₹26.85 for Q4 FY25; ₹98.92 for FY26; ₹223.69 for FY25.
  • Dividend Income: ₹2,302.02 for Q4 FY26; ₹0.00 for Q3 FY25; ₹0.00 for Q4 FY25; ₹5,175.27 for FY26; ₹0.00 for FY25.
  • Others: ₹0.03 for Q4 FY26; ₹0.05 for Q3 FY25; ₹9.91 for Q4 FY25; ₹12.50 for FY26; ₹53.00 for FY25.

Balance Sheet (₹ in lakhs)

  • Paid-up Equity Share Capital (8): ₹6,280.85 as of all periods.
  • Other Equity (9): ₹5,136.65 as of Mar 31, 2026; ₹2,774.28 as of Mar 31, 2025.

Cash Flow (₹ in lakhs) for FY26 (Audited) vs. FY25 (Audited)

  • Net Cash from Operating Activities: (₹714.24) for FY26; (₹784.39) for FY25.
  • Net Cash from Investing Activities: ₹2,843.10 for FY26; ₹1,992.74 for FY25.
  • Net Cash from Financing Activities: (₹2,449.45) for FY26; (₹2,198.23) for FY25.
  • Net Increase/(Decrease) in Cash: (₹320.59) for FY26; (₹989.88) for FY25.
  • Cash and Equivalents at year-end: ₹63.77 for FY26; ₹384.36 for FY25.

Dividend Declaration

The Board recommended a final dividend of ₹0.70 per equity share (face value ₹2 each) for FY26, amounting to ₹2,198.23 lakhs. This is subject to approval by shareholders at the ensuing Annual General Meeting. The Record Date and payment date will be communicated later.

Auditor’s Report

Auditor: KKC & Associates LLP (Firm Reg. No. 105146W/W100621)

Opinion Type: Qualified Opinion

Basis for Qualified Opinion:

The audit report contains a qualified opinion due to an ongoing investigation by the Serious Fraud Investigation Office (SFIO) against Infrastructure Leasing & Financial Services Limited (the Holding Company) and its subsidiaries, including the Company. The auditors are unable to comment on the consequential impact upon conclusion of this investigation (Note 6).

Material Uncertainty Relating to Going Concern:

The auditors draw attention to Note 5, which states the extended term of existing funds managed/advised by the Company ended during the year, resulting in no fee income. This indicates a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. However, management believes the going concern assumption is appropriate based on its assessment of meeting obligations over the next 12 months with existing earnings and liquid assets. The auditor's opinion is not modified in respect of this matter.

Other Operational / Strategic Disclosures

Note 5 (Going Concern): The end of the fund mandates resulted in no fee income. Management expects liquid assets to be sufficient to meet obligations over the next 12 months. The IL&FS Board is pursuing a resolution plan, which includes a sale process for the Company initiated via an Expression of Interest (EOI) on December 21, 2023, which is currently underway with interested bidders.

Note 6 (SFIO Investigation): The Ministry of Corporate Affairs initiated an SFIO investigation against IL&FS and its subsidiaries (including the Company) on October 1, 2018, under Section 212(1) of the Companies Act, 2013. The Company is a respondent in related NCLT proceedings. The Company has received a "Summary of Charges" from MCA and has submitted a response.

Note 10 (Labour Codes): The Company recognized an incremental expense of ₹18.93 lakh for the year ended March 31, 2026, relating to gratuity obligation due to the notification of new Labour Codes, presented as part of employee benefit expenses.

Note 11 (Subsidiary): Consolidated results were not adopted due to the non-receipt of Audited Financial Statements from subsidiary IL&FS Investment Advisors LLC and its step-down subsidiary Saffron Investment Trust.

Statement on Impact of Audit Qualifications

  • Management's estimation on the impact: Unable to estimate impact.
  • Reasons: "In the absence of any specific findings as on date, the financial impact if any can only be ascertained once the SFIO investigation is completed and the exercise of the restatement of financial statements is completed."
  • Auditors' Comments: "No Comments"