IMEC Services Ltd Directors Report

To,

The Members of

IMEC Services Limited

Your Directors have pleasure in presenting the 37^th Annual Report on business and operations along with the Audited Financial Statements of the Company for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS:

(Rs. in Lakh)

Particulars	Standalone
	31.03.2025	31.03.2024
Revenue from Operations & Other Income	2875.14	644.50
Earning before finance cost and depreciation	2545.61	6.63
Depreciation and Financial Charges	3.66	3.38
Profit/(Loss)before exceptional items & Tax	2541.95	3.25
Exceptional items	-	-
Profit/(Loss) before Tax	2541.95	3.25
Current Tax	-	-
Deferred Tax	0.04	-
Income tax for earlier year	-	-
Profit/(Loss) After Tax	2541.91	3.25
Other Comprehensive Income/(Loss)	0.18	(0.23)
Total Comprehensive Income/(Loss)	2542.09	3.02
Earning per equity share
Basic	133.78	0.17
Diluted	133.78	0.17

the year ended March 31, 2025 as compared to Rs. 644.50 Lakhs in the previous year. The Company reported Comprehensive Profit of Rs.2542.09 Lakhs as compared to profit of Rs. 3.02 Lakhs in the previous year on standalone basis. The Companys net profit on standalone basis stood at Rs. 2541.91 lakhs for the year ended March 31, 2025 as compared to Rs. 3.25 Lakhs in the previous year.

2. DIVIDEND:

In view of the planned business growth, Board of Directors deem it proper to preserve the resources of the Company for its activities and therefore, Board of Directors does not recommend any dividend for the financial year ended March 31, 2025.

3. AMOUNT TRANSFERRED TO GENERAL RESERVES:

During the year under review, no fund has been transferred to reserve of the Company.

4. DEPOSITS:

During the year under review, your company has not accepted any Deposits from public, in accordance with the Provisions of Section 73 and 74 of the Companies Act, 2013 ("the Act") and the Rules framed thereunder.

5. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, based on the financials of the Company, CSR provisions have become applicable for the financial year 2024 25. Accordingly, the Board is required to take note of the applicability, acknowledge its obligations, and approve a formal CSR Policy that outlines the

Companys CSR objectives, guiding principles, and implementation mechanisms.

Furthermore, pursuant to the provisions of Section 135(9) of the Companies Act, 2013, where the amount to be spent by a company on Corporate Social Responsibility (CSR) activities under Section

135(5) does not exceed 50 lakhs, the requirement under sub-section (1) of Section 135 to constitute a Corporate Social Responsibility Committee shall not apply, and the functions of such Committee shall, in such cases, be discharged by the Board of Directors of the company.

Annual Report on Corporate Social Responsibility ("CSR") activities for the F.Y. 2024-25 is not applicable to the Company and will be applicable in the ensuing Financial Year.

The CSR Policy indicating the activities to be undertaken by the Company is annexed herewith as

Annexure- C.

6. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANY:

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the Financial Statement of the Companys subsidiary is not applicable to the Company. The Company has no joint venture or associate company.

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, along with relevant documents, are available on the website of the Company viz. www.imecservices.in.

None of the companies have become/ceased to be subsidiary (ies), joint ventures or associate companies of the company during the reporting year. However, upon receipt of the of the Order of the NCLT and implementation of the Resolution Plan by the Resolution Applicant, LGB Steel Private

Limited (Formerly known as RSAL Steel Private Limited) has ceased to be the Subsidiary of IMEC Services Limited and the Company shall not have any control over the affairs/management of LGB Steel Private Limited (Formerly known as RSAL Steel Private Limited).

7. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARDS REPORT AND END

OF FINANCIAL YEAR:

Upon receipt of the of the Order of the NCLT and implementation of the Resolution Plan by the Resolution Applicant, LGB Steel Private Limited (Formerly known as RSAL Steel Private Limited) has ceased to be the Subsidiary of IMEC Services Limited and the Company shall not have any control over the affairs/management of LGB Steel Private Limited (Formerly known as RSAL Steel Private Limited).

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy and Technology Absorption

Considering the nature of our activities, as stated under Section 134(3)(m) of the Act, in conjunction with Rule 8(3) of the Companies (Accounts) Rules, 2014, the concept of technology absorption and conservation does not apply to our Company. Our primary focus lies in mitigating climate change and promoting sustainable practices rather than technology absorption.

Foreign exchange earnings and outgo

During the year under review, the company has not been engaged in or has not made any foreign collaboration or has not exported or imported any goods or services, hence made no Foreign Exchange Earnings or Outgo.

9. BUSINESS RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Act and Regulation 21 of the Listing Regulations, related to Risk Management Policy for assessment of risk and determining the responses to those risks so as to minimize their adverse impact on the organization is not applicable on the Company.

10. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL

APPOINTED/RESIGNED DURING THE FINANCIAL YEAR:

A. DIRECTORS:

The composition of Board of Directors is in conformity with the applicable provisions of the Act and Listing Regulations.

As on March 31, 2025 the Board of Directors of the Company consists of Ms. Kamna Talreja - (DIN: 10874332) as a Woman Independent Director (Non-Executive), Mr. Negendra Singh (DIN: 07756704) as an Independent Director (Non-Executive) and Mr. Rajesh Soni (DIN: 00574384) as a Non-Executive Director.

As per the Provision of section 152 (6) of the Companies Act, 2013, the Board of Directors has recommended to the Members to re-appoint Mr. Rajesh Soni as the Director of the company who shall be liable to retire by rotation at the ensuing Annual General Meeting of the Company.

During the year under review, Ms. Swati Kushwah (DIN: 08494474) has tendered his resignation with effect from February 11, 2025 as an Independent Director of the Company due to health reason and there are no material reasons for the resignation other than the one mentioned in the resignation letter. Furthermore, the Board appointed Ms. Kamna Talreja (DIN:10874332) as an Additional Director designated as Independent Director of the Company for a period of five (5) years with effect from March 11, 2025, subject to the approval of the members of the Company in the ensuing AGM of the Company.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume, expertise and other details of the Director proposed to be appointed is given in the Notice convening the ensuing Annual General Meeting.

B. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company as on date are Mr. Abhishek Saxena Chief Financial Officer and Mr. Adnan Kanchwala Company Secretary and Compliance Officer appointed with effect from May 30, 2024.

11. PERFORMANCE EVALUATION OF THE BOARD:

As per Regulation 17(10) of SEBI (LODR) Regulations, 2015, The evaluation of Independent directors shall be done by the entire board of directors. The current composition of the Board of the Company comprises of two Independent directors and only one non-executive director. Hence, to evaluate the performance of independent directors at a meeting there should be at least two member quorum consisting of two non-executive directors has to be available as per Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, therefore proper meeting could not be conducted for such evaluation. The Company is in process to appoint suitable candidates for the Position of Directorship in order to avoid non-compliance by the Company.

12.MEETING OF THE BOARD:

The Board of Directors met 5 (five) times during the financial year ended March 31, 2025 in accordance with the provisions of the Act and rules made thereunder. The Details of the meetings held are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

The details of composition of the Board of Directors and its Committees are given in the Corporate Governance Report which forms part of this report.

13. STATUTORY COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees required under the Act read with applicable Rules made thereunder and Listing Regulations.

Audit Committee

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations, comprises of Mr. Negendra Singh (DIN: 07756704) (Chairman), Ms. Kamna Talreja (DIN:10874332) and Mr. Rajesh Soni (DIN: 00574384) as its members. Majority of the members including Chairman of Audit Committee are an Independent Directors. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

The Audit Committee met 5 (five) times during the financial year ended March 31, 2025. The Details of the meetings held are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, comprises of Mr. Negendra Singh (DIN: 07756704) (Chairman), Ms. Kamna Talreja (DIN:10874332) and Mr. Rajesh Soni (DIN: 00574384) as its members.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors.

The Nomination and Remuneration Committee met 3 (three) times during the financial year ended March 31, 2025. The Details of the meetings held are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178 of the Act and Regulation 20 of Listing Regulations, comprises of Mr. Negendra Singh (DIN: 07756704) (Chairman), Ms. Kamna Talreja (DIN:10874332) and Mr. Rajesh Soni (DIN: 00574384) as its members. Majority of the members including Chairman of SRC are Independent Directors.

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors.

The Stakeholders Relationship Committee met 2 (two) times during the financial year ended March 31, 2025. The Details of the meetings held are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

14.POLICY FOR APPOINTMENT OF DIRECTORs, KMPs AND SENIOR MANAGEMENT AND THEIR REMUNERATION:

The Board has adopted a policy for appointment of Directors, Key Managerial Personnels and Senior

Management and their remuneration, the extract of which is reproduced in the Corporate Governance Report and website of the Company www.imecservices.in

15. STATUTORYAUDITORS:

The Standalone Auditors Report issued by M/s. SCAN & Co. (formerly known as M.S. Singhatwadia & Co.), Chartered Accountants, Indore for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark or disclaimer and no explanation on part of the Board of Directors is called for. However, the Statutory Auditors have in their Audit Report have put Emphasis on a few Matters drawing attention of the Members of the Company.

M/s. SCAN & Co. (formerly known as M.S. Singhatwadia & Co.), Chartered Accountants, Indore, were appointed as Statutory Auditors of the Company at the 36^th Annual General Meeting held on September 26, 2024 for a second term of five (5) consecutive years from the conclusion of 36^th AGM till the conclusion of 41st AGM of the Company.

16.SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Section 204 of the Act, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, the Board of Directors of the Company at its meeting held on May 30, 2025, have appointed M/s. B Maksi Wala & Associates, Practicing Company Secretaries, Indore as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report in the prescribed Form MR-3 is annexed to this report as "Annexure-A". The report does not contain any qualification, reservation, disclaimer or adverse remark. However, the Secretarial auditor has specified self-explanatory notes in their report and emphasis on few matters.

The Company has received consent from B Maksi Wala & Associates, Practicing Company Secretaries, Indore to act as the Secretarial auditor for conducting audit of the secretarial records for the financial year ending March 31, 2025 as per section 204 of the Companies Act, 2013. During the year, there were no instances of any fraud reported by any of the aforesaid auditors to the Audit Committee or the Board. The Secretarial Auditors were also present at the last AGM of the Company.

17. INTERNAL AUDITOR:

In compliance with the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Internal Audit, of the Company, for the FY 2024-25 was carried out by appointed M/s. Nahata Mahajan & Co., Chartered Accountants, Indore. Further, the Board in their meeting held on March 11, 2025 has re-appointed appointed M/s. Nahata Mahajan & Co., Chartered Accountants, Indore as an Internal Auditors for the FY 2025-26.

18. MAINTENANCE OF COST RECORDS:

The provisions of section 148 of the Act, read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014 relating to the cost audit are not applicable to the Company during the period under review.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

During the year under review, the Company has not made any loans or investments or given any guarantees or provided any securities under the provisions of Section 186 of the Act.

The existing loans given, investments made, guarantees given and/or securities provided are incompliance with the provisions of the Act and Rules made thereunder and details thereof are given in the Notes to the Financial Statements of the Company.

20. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered during the financial year by the Company with the related parties were in the ordinary course of business and on arms length basis. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transaction. Disclosures about the related party transactions which were in the ordinary course of business and on arms length basis have been made in Note No. 26 to the Financial Statement. There were no materially significant related party transactions entered into by the Company.

The policy on related party transactions as approved by the Board of Directors is available on the website of the Company viz. www.imecservices.in.

21. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within purview of Section 135(1) of the Act and hence it is not required to formulate policy on corporate social responsibility.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND

COMPANYS OPERATIONS IN FUTURE:

No significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Companys operations in future.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. The Internal financial controls with reference to the financial statements were adequate and operating effectively.

24. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has a mechanism called the ‘Vigil Mechanism and a policy to facilitate its employees and Directors to voice their concerns or observations without fear or raise reports of instances of any unethical or unacceptable business practices or events of misconduct/unethical behavior, actual or suspected fraud and violation of Companys Code of Conduct etc. to the Chairman of the Audit Committee. The said Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Whistle Blower Policy is disclosed on the website of the Company viz. www.imecservices.in.

25. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 are provided in "Annexure-B" forming part of the Boards Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules which form part of the Directors Report, will be made available to any shareholder on request, as per provisions of Section 136(1) of the Act.

26. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India.

As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices together with a certificate from the Statutory Auditors of the Company regarding the compliances of conditions of Corporate Governance, forms part of this Annual Report.

27. SECRETARIAL STANDARDS:

As per Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analyst Report are attached, which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

During the year, your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As stipulated under the provisions of Regulation 34 of the Listing Regulations, Management Discussion & Analysis Report forms an integral part of this Report and provides details on overall industry structure and developments, financial and operational performance and other material developments during financial year under review.

29. DETAILS OF SEXUAL HARASSMENT COMPLAINTS:

The Company upholds a strong commitment to preventing sexual harassment and fostering a positive work environment for all its employees. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Sexual Harassment Act), the Company has implemented a Policy for prevention, prohibition and redressal of sexual harassment of women at workplace. The primary objective of this policy is to create a secure and inclusive workplace where employees can thrive and contribute their best without any hindrance or fear.

The provisions relating to the constitution of the Internal Complaints Committee are not applicable to the Company.

The status of complaints as on March 31, 2025 under the Sexual Harassment Act is as under:

1. Number of complaints pending as at the beginning of the year: NIL

2. Number of complaints received in the year: NIL

3. Number of complaints disposed off during the year: NIL

4. Number of complaints pending as at the end of the year: NIL

30. ANNUAL RETURN:

In compliance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2024 has been uploaded on the website of the Company viz. www.imecservices.in

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of the Listing Regulations, related to Business Responsibility and Sustainability Report are not applicable on the Company.

32. LISTING AT STOCK EXCHANGE:

The Companys Equity Shares are continued to be listed on BSE Limited.

33. SHARE CAPITAL:

The authorised share capital of the Company is Rs. 67,25,00,000 comprising of 6,72,50,000 Equity Shares of Rs. 10 each. The issued, subscribed and paid-up share capital of the Company stood at Rs. 1,90,00,000 as at March 31, 2025 comprising of 19,00,000 Equity Shares of Rs. 10 each fully paid-up

There was no change in the share capital during the year under review.

34. CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL

OFFICER:

The Board of Directors have received a certificate from Chief Financial Officer (due to the vacancy in the office of the Chief Executive Officer of the Company, the said Certificate was only signed by the CFO) of the Company as specified in Part B of Schedule II of Regulation 17 (8) of the Listing Regulations.

35. INDUSTRIAL RELATIONS:

Relations with the employees continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives and staff at all levels.

36. HUMAN RESOURCES

The foundation of your Companys success lies in its human resources, which opens up countless possibilities for its business. Our dedicated workforce drives efficient operations, fuels market development, and expands our range of services. By prioritizing continuous learning and development, and implementing effective talent management practices, we ensure that the Organizations talent needs are met. The exceptional employee engagement score demonstrates the strong commitment and pride our employees feel as valued members of the Company.

The Groups Corporate Human Resources plays a critical role in your Companys talent management process.

37. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) read with Section 134 (5) of the Act, In relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:

a) In the preparation of the annual accounts for the year ended March 31, 2025 the applicable accounting standards read with requirements set out under schedule III to the act have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments 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 March 31, 2025 and of the profit of the Company for the year ended on that date; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

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

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

38. OTHER DISCLOSURE

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

1. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

2. During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

3. During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

4. There was no failure to implement any Corporate Action.

5. During the year under review, there was no change in the nature of business of the Company.

39. ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the Companys customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities including Securities and Exchange Board of India (SEBI), the Bombay Stock Exchange (BSE), Ministry of Corporate Affairs (MCA), Registrar of Companies (ROC), National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant player in the industry.

By order of the Board of Directors

For IMEC Services Limited

 

Sd/-	Sd/-
Negendra Singh	Rajesh Soni
Director	Director
DIN: 07756704	DIN:00574384

 

Date: August 14, 2025

Place: Indore