Your Directors are pleased to present the 71^st Annual Report together with Audited Accounts
for the year ended 31^st March 2025. The summarized financial results of the Company are
presented hereunder:

FINANCIAL HIGHLIGHTS: STANDALONE

(' In Crores)

The wholly owned subsidiary, CAPL Motor Parts Private Limited (CAPL) was amalgamated
with your Company, vide Order of the Hon’ble National Company Law Tribunal, Chennai
Bench dated 20^th December, 2024, with appointed date as 1^st April, 2023. Accordingly, the
accounts have been restated for the year ended 31^st March, 2024. In view of the above,
furnishing of statement, in Form AOC-1 is not required.

Management Discussion and Analysis Report:

Your company has performed well this year, reaching sales of ' 785.71 Crores as against
' 738.17 Crores, a growth of 6.44% over last year. Non-operating income, such as dividends
and income from other investments has grown from ' 35.31 Crores to ' 47.17 Crores.

During the year under review, CAPL Motor Parts Private Limited, a wholly owned subsidiary,
was amalgamated with your company vide the Hon’ble National Company Law Tribunal
(NCLT) Order dated 20^th December, 2024.

The Company’s branch network increased by 4 branches during the year under review,
bringing the total to 89 branches operating in 20 states and 3 union territories.

Outlook:

Indian economy is expected to grow around 6.3% in the financial year 2025-26. The outlook
for aftermarket spare parts industry in the financial year 2025-26 appears stable with increased
activities of vehicle manufacturers in spare parts distribution through dealership and other
marketing activities, thus creating a competitive environment.

We expect to continue our growth in the coming years because of our presence in the smaller
cities / towns and rural areas. Monsoon is expected to be normal this year, which will also
support growth in truck and tractor segments.

Your company has successfully implemented a new ERP system during the later part of the
year under review. This initiative is expected to enhance operational efficiency, data protection,
and scalability for the future. This ERP system will also help us optimize on our manpower.

Dividend:

Your Directors, in January 2025, declared and paid an interim dividend of ' 10.00 per equity
share. They are pleased to recommend a final dividend of ' 20.00 per equity share, which,
together with the interim dividend, aggregates to a total dividend of ' 30.00 per equity share.
The final dividend, along with interim dividend, amounts to ' 37.44 Crores.

The Dividend Distribution Policy is hosted on our website - https://impal.net/

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.

During the year under review, the Internal Audit was outsourced to M/s Sundaram and
Srinivasan, an external firm (Firm Registration No. 004207S), with effect from 1^st January,
2025.

Company’s Internal Auditors and the Internal Audit Department monitor and evaluate
the adequacy of internal control systems of the Company. Senior Management and Audit
Committee periodically review the internal audit findings as well as the effectiveness of
internal control measures.

Board & Committees

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

Risk Management

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

Directors

During the year under review, Sri Srinivasan Ravindran (DIN:00045076), resigned as an
Independent Director, due to his pre-occupation and other commitments.

Sri S Prasad (DIN: 00063667), Sri Rasesh R Doshi (DIN: 00538059), Sri TNP Durai (DIN:
00655615) and Sri S Venkatesan (DIN: 00019155), Independent Directors demitted office on
completion of their term. Your Directors wish to place on record, the significant contribution
made by each and every one of them in the deliberations of the Board during their tenure.

During the year under review, Ms. Shuba Kumar (DIN: 02081919), Sri M. K. Surendran
(DIN: 05225035), and Ms. Pritha Ratnam (DIN: 00404186) were appointed as Independent
Directors for a term of five (5) years.

Sri Ananth Ramanujam (DIN: 00061970), Director, is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment.

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.

Declarations from Independent Directors

The Company had received necessary declarations from each Independent Director of the
Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors
of the Company meet the criteria of Independence as laid down in Section 149 (6) of the
Companies Act, 2013.

Annual Board Evaluation

The Board had made a formal evaluation of its own performance and that of its Committees
and individual Directors as required under Section 134(3) (p) of the Companies Act, 2013.

A Separate Meeting of Independent Directors was held during the year, in which the
Independent Directors evaluated the performance of the Non-Independent Directors, the
Board as a whole and the Chairman. The criteria for evaluation and the Remuneration Policy
of the Company are attached vide Annexures “A” & “B”.

Related Party Transactions

All Related Party Transactions that were entered into, during the financial year, 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, was approved by the shareholders at the 70^th Annual

General Meeting held on 24^th July, 2024. Since, these transactions are in the ordinary course
of business and at arm’s length, disclosure in form AOC-2 is not required.

There are no materially significant Related Party Transactions made by the Company with
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/.

Corporate Social Responsibility

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has
contributed to various Projects in the areas of Health, Education, Sanitation, Art & Culture
and Sports. Annual Report on CSR activities, containing necessary details is provided in
Annexure “C”.

Business Responsibility Sustainability Report

The Company does not fall under the ambit of furnishing the Business Responsibility
Sustainability Report.

Secretarial Audit

The Secretarial Audit Report is attached vide Annexure “D”.

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
Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013. No complaints were received during the year 2024-25.

Corporate Governance

A detailed Report on Corporate Governance is attached forming part of this Report vide
“Annexure - E”.

Secretarial Auditors

The Board recommends appointing Messrs. M Damodaran & Associates, LLP, Company
Secretaries, Chennai (Firm Registration No. L2019TN00600), as the Secretarial Auditors of
the Company for a term of 5 years, from the conclusion of 71^st Annual General Meeting
upto the conclusion of 76^th Annual General Meeting of the Company to be held in the year
2030 (i,e for the financial year 1^st April, 2025 - 31^st March, 2026 to 1^st April, 2029 to
31^st March, 2030. A certificate confirming their eligibility for appointment as Secretarial Auditors
has been received from them. Accordingly, the subject for appointment of Secretarial Auditors
forms part of the Notice of the ensuing Annual General Meeting.

Comments on Auditors’ Report

There are no qualifications, reservations or adverse remarks or disclaimers made by the
Statutory Auditors and the Secretarial Auditor in their Reports.

Annual Return

Annual Return in Form MGT-7 is posted on the website of the Company at https://impal.net/
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)& ii) The ratio of average remuneration of Non-Whole Time Directors with that of the median
remuneration of the employees for the financial year is 0.34 times and that of the
Deputy Managing Director (inclusive of commission) is 73 times and Managing Director
(inclusive of Commission) is 99 times.

(iii) The number of permanent employees on the rolls of the Company as on 31^st March
2025 is 868.

(iv) Percentage increase in median remuneration of staff for the financial year, 8% for staff
and 11% for Key Managerial Personnel.

(v) The Company affirms that remuneration is as per the existing Remuneration Policy.

The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part of this Report. The
report and financial statements are being sent to the members of the Company excluding the
statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. The said
statement is available for inspection by the members at registered office of the Company
during office hours till the date of the Annual General Meeting.

Statutory Statements

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 the Report.

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

The company optimizes the use of air conditioners and other energy-consuming devices
to ensure efficient energy management. Encouraging employees to shut down computers,
lights, and other equipment at the end of the day or during long breaks, maximizing the use
of natural light with skylights or large windows etc. Your Company has no activity relating to
technological absorption. The Company did not have any foreign exchange earnings, the
foreign exchange outgo was ' 0.90 Crore.

The Company has not accepted any public deposits during the year under review.

The Company has not given any loans or guarantees. The Investments made by the Company
are part of the notes to the financial statements.

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

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 had been
followed along with proper explanation relating to material departures.

ii) The Directors 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, 2025, and the profit of the Company for that year.

iii) The Directors 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) the Directors have prepared the annual accounts on a going concern basis.

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

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

Acknowledgement

Your Directors wish to thank all our suppliers and customers for their continued support and
co-operation. Your Directors also wish to take this opportunity to thank ICICI Bank for their
support and assistance and place on record their appreciation for the commitment, initiative
and contribution of all the staff and executives of the Company.

On behalf of the Board of Directors

Place : Chennai S Ram

Date : 16^th May, 2025 Chairman