Your Directors are pleased to present the 72^nd Annual Report together with Audited Accounts
for the financial year ended 31^st March 2026. The summarized financial performance of the
Company are presented hereunder:

Financial Performance Summary

(' In Crores)

Statement of Company affairs and General Review of the Financial Performance of the
Company

The Company is engaged in distribution of automobile spare parts and accessories.
It operates through a network of 99 branches, including 10 new branches established during
the year under review, spread across 23 states.

The Company recorded a revenue of ' 837.11 crores, reflecting a year-on-year growth of
6.12%. The Profit for the year stood at ' 96.55 marking an increase of 15.39% over the
previous year. There was no change in the nature of Company’s business during the year
under review.

Dividend

The Company paid an interim dividend of ' 10 per equity share in February, 2026. The
Board has recommended a final dividend of ' 23 per equity share, subject to approval of the

shareholders at the ensuing Annual General Meeting, which together with the interim dividend
amounts to a total dividend of ?33 per equity share for the financial year 2025-26.

The total dividend payout, including the interim dividend, aggregates to ' 41.18 crores.
The dividend payout is in accordance with the Dividend Distribution Policy, which is
available on the Company’s website athttps://impal.net/impalMAP/pdf/20260612-0-13
DividendDistributionPolicy.pdf

Management Discussion and Analysis Report

The Management Discussion and Analysis report for the year 2025-2026 as required under SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, is placed as Annexure A.

Deposits

The Company has not accepted any public deposits, as defined under Chapter V of the
Companies Act, 2013, during the year under review.

Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the year under
review.

Share Capital

During the year under review, the paid up capital of the Company stood at '12,48,00,000/-
consisting of 1,24,80,000 equity shares of '10/- each.

There was no change in the share capital of the Company during the year under review.
Further, the Company did not issue any equity shares with differential voting rights or sweat
equity shares, nor any Employee Stock Option Scheme during the year under review.

Board & Committees

The Board and its Committee composition are in line with SEBI (Listing Obligation & Disclosure
Requirements), Regulations, 2015. During the financial year 2025-26, four Board Meetings
were held. The details of the meetings and attendance of the Directors are provided in the
Corporate Governance Report. The interval between two consecutive Board Meetings were
within the prescribed limit.

The composition of the Committees of the Board, along with the number of meetings held
during the financial year, are provided in the Corporate Governance Report.

Directors and Key Managerial Personnel:

During the year under review, the tenure of Sri. N. Krishnan (DIN: 00041381) as Managing
Director ended on 4^th July, 2025. The Board placed their appreciation for his contribution
to the Company’s growth over 25 years. The Board of Directors at their meeting held on
16^th May, 2025 appointed Sri. N. Krishnan as Whole-Time Director, for a period of three years
with effect from 5^th July, 2025.

Sri Mukund S Raghavan (DIN:03411396), Deputy Managing Director was appointed as
Managing Director, for a period of five years with effect from 5^th July, 2025.

Sri. S. Ram DIN (00018309), Chairman and Non-Executive Director of the Company has
demitted his office effective, 8^th May, 2026. The Board recorded their appreciation for the
valuable guidance provided by Sri. S. Ram, during his tenure.

Sri. Aditya Sharma, resigned from the post of Company Secretary and Compliance officer with
effect from 5^th August, 2025. Based on the recommendation of the Nomination & Remuneration
Committee, the Board of Directors appointed Ms. R. Swetha as the Company Secretary and
Compliance officer with effect from 11^th September, 2025.

Re-appointment of Director retiring by rotation

Sri. Srivats Ram (DIN: 00063415), Non-Executive Director is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Declarations from Independent Directors

The Company had received necessary declarations from the Independent Director under
Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013, as well as the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statement of integrity, expertise and experience of Independent Directors appointed
during the year.

The Company has not appointed any Independent Director during the year under review and
hence the same is not applicable.

Code of Conduct

All the Directors and Senior Management Personnel have affirmed compliance with the Code
of Conduct approved and adopted by the Board of Directors. A declaration from the Managing
Director in this regard forms part of the Corporate Governance Report.

Disclosure on Composition of Audit Committee

The details of Composition of Audit Committee along with its terms of reference are given
in the Corporate Governance Report. All recommendations of the Audit Committee were
accepted by the Board.

Particulars of Subsidiaries, Joint Venture or Associate Companies

The Company does not have any subsidiary, joint venture or associate company and hence
disclosure in Form AOC 1 is not applicable.

Conservation of energy, absorption and foreign exchange details

The Company continues to undertake initiatives, optimisation of energy consumption and
achieving better energy efficiency at head office and across all its branches. The Company
is committed to reducing its environmental footprint by promoting energy-efficient practices
such as the use of LED lighting, energy-saving office equipment, optimum utilisation of
air-conditioning systems. These measures support the Company’s commitment towards
environmental responsibility and operational efficiency. There was no capital investment on
energy investment equipment.

The Company has no activity relating to technology absorption.

The Company did not have any foreign exchange earnings; the foreign exchange outgo was
' 1.37 crores.

Internal Control Systems

The Company has adequate Internal Control Systems with appropriate policies and procedures
covering all areas of operations commensurate with the size of its business. The Internal
Auditors of the Company monitor and evaluate the adequacy of the internal control systems.

Risk Management

The Company has Risk Management Committee and a Risk Management Policy aligned with
the requirements of the Companies Act , 2013 and SEBI (Listing Obligations and Disclosure
Requirements), 2015. The details of the Committee, the number of meetings held during the
year and the terms of reference, are provided in the Corporate Governance Report.

Details of establishment of Vigil Mechanism for Directors and Employees

The Company has adopted the Vigil Mechanism policy for Directors and employees and the
details are given in the Corporate Governance report.

Annual Board evaluation

The Annual evaluation of the performance of the Board, its committees and individual
Directors has been carried out as per the criteria of evaluation formulated by Nomination and
Remuneration Committee.

A Separate Meeting of the Independent Directors was held during the year, wherein they
evaluated the performance of the Non-Independent Directors, the Board as a whole and the
Chairman.

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013, the Company has constituted a CSR
Committee. During the financial year 2025-2026, two meetings were held i.e. on 18^th July,
2025 and 16^th October, 2025. The Committee monitors and execute the CSR Acitivites of
the Company in accordance with Schedule VII of the Act. Annual Report on CSR activities,
containing necessary details is placed as Annexure “B”.

Business Responsibility Sustainability Report

The Company is not requierd to furnishing the Business Responsibility Sustainability Report
for the financial year 2025-2026.

Statutory Auditors

The Company appointed Brahmayya & Co. as the Statutory Auditors for a period of five years
at the 68^th Annual General Meeting.

The Statutory Auditors have expressed an unmodified opinion on the financial statements of
the Company.

Secretarial Auditors

The Company appointed M Damodaran & Associates, LLP, Chennai as the Secretarial Auditors
of the Company at the 71^st Annual General Meeting for a period of five years. The Secretarial
audit report for the financial year 2025-2026 does not contain any adverse qualifications.

The Secretarial Audit Report is placed as Annexure “C”.

Directors’ Appointment and Remuneration Policy

The criteria for appointment and remuneration of Directors, including the determination of
qualifications, positive attributes, independence of a director and the Remuneration Policy of
the Company is placed as Annexures “D” & “E” respectively.

Related Party Transactions

Pursuant to Section 188 of the Companies Act, 2013, all Related Party Transactions that were
entered, during the financial year 2025-2026, were in the ordinary course of business and at
arm’s length. The Material Related Party Transaction(s) entered during the year in terms of
Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
were approved by the shareholders at the 71^st Annual General Meeting held on 25^th July, 2025.

The disclosure required under Section 134(3)(h) of the Companies Act, 2013 in form AOC -2
is placed as Annexure “F”.

There are no materially significant Related Party Transactions made by the Company with its
Promoters, Directors, Key Managerial Personnel or other designated persons that may have
a potential conflict with the interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board is available on the Company’s
website at https://impal.net/impalMAP/pdf/20260313-24-55 RelatedPartvTranscationPolicv.pdf

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, the Company is not required to appoint
Cost Auditors or maintenance of cost records, and hence the same is not applicable.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has an Internal Complaints Committee (ICC) to redress complaints under
Prevention of Sexual Harassment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013. The members of the Committee are:

Internal Members

Presiding officer: Ms. R. Swetha

Members: Sri. S. Ramasubramanian, Ms. V. Malathi

External Member: Ms. S. Sathya

The following is a summary of sexual harassment complaints received and disposed off
during the year 2025-2026.

No. of complaints filed during the financial year : Nil

No. of complaints disposed off during the financial year : Nil
No. of complaints pending as on end of the financial year : Nil

Gender Diversity Disclosure

The Company has 895 Male and 11 Female Employees as on 31^st March, 2026.

Corporate Governance

The detailed Report on Corporate Governance is attached as part of this Report as
Annexure - “G”. A certificate from M. Damodaran & Associates LLP, Chennai, Practicing
Company Secretaries, as required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is enclosed as an annexure to the Corporate Governance
Report.

Annual Return

The Annual Return of the Company in Form MGT-7 has been made available on
the website of the Company. The weblink for the same ishttps://www.impal.net
InvestorSubDocs?Id=JTeBt4la51Mqgr iIYjnzkl9dOleUybw QeD1jYHh9g=&Yr=

Particulars of employees

The details under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) is provided below:

(i) The ratio of the remuneration of Non-Executive Directors with that of the median
remuneration of the employees for the financial year: 0.58 times

(ii) (a) The ratio of remuneration of Managing Director with that of the median remuneration

of the employees for the financial year: 85 times

(b) The ratio of remuneration of Whole-Time Director with that of the median remuneration
of the employees for the financial year: 64 times.

(iii) The percentage increase in the median remuneration of Key Managerial Personnel: -7.37%

(iv) The percentage increase in the median remuneration of employees in the financial year: 7.36%

(v) The number of permanent employees on the rolls of the Company as on
31^st March 2026 is 906.

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.
Material changes and commitments

There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company and the date of this report.

Significant and Material orders

There are no significant material orders passed by the Regulators / Courts which impact the
going concern status of the Company and its future operations.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans or guarantees under Section 186 of the Companies
Act, 2013. The Investments made by the Company are given in the notes to the financial
statements which is within the limits approved by the Board.

Statement by the Company with respect to compliance of the provisions relating to the
Maternity Benefit Act, 1961.

There were no instances of benefits provided during the year.

Details of frauds reported by auditors under Section 143(12) of the Companies Act, 2013

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the
Company during the year under review.

Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under
review.

Directors’ Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, your Directors state that :

(i) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures.

(ii) they have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at the end of the financial year ended
31^st March, 2026, and the profit of the Company for that year.

(iii) they have taken proper and sufficient care 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.

(iv) they have prepared the annual accounts on a going concern basis.

(v) they have laid down adequate internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and are operating effectively.

Other declarations

There is no application made or any proceeding pending under the Insolvency and Bankruptcy
code 2016 during the year under review.

There are no instances of onetime settlement made with any bank or financial institutions
during the year under review.

Acknowledgement

The Directors gratefully acknowledge the continued support and co-operation from suppliers,
customers and bankers. The Directors also thank the investors for their continued faith in the
Company.

The Directors wish to place on record their appreciation for the contributions by all the
employees of the Company during the year under review.

On behalf of the Board of Directors

Srivats Ram Mukund S Raghavan

Place : Chennai Director Managing Director

Date : 8^th May, 2026 DIN:00063415 DIN:03411396