IMP Powers Ltd Directors Report

Directors Report

Dear Members,

Your Board of Directors have pleasure in presenting the Sixty Third (63^rd) Annual Report together with the audited financial statements of the Company for the financial year ended on March 31,2025.

Members may kindly note that the directors of the reconstituted board were not in office for the part of the period to which this report primarily pertains. Resolution Professional and Liquidator during the Corporate Insolvency Resolution Process ("CIRP") were entrusted with and responsible for the management of the affairs of the Company (the Corporate Debtor). As directed by the Honble National Company Law Tribunal (NCLT), Ahmedabad, the Liquidator initiated the process for bidding of sale of assets of the Company through E-Auction sale notice under Insolvency and Bankruptcy Code 2016 dated 24^th April 2024, on account of failure to aforesaid CIRP and commencement of Liquidation Process of the Corporate Debtor as going concern, after having majority assent from the Committee of Creditors/the Honble NCLT. The Certificate of Sale dated 21.08.2024 was issued to the Company, under Schedule I of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016, to Mr. Rakesh R. Shah in consortium with his SPV, M/s. Electrify Energy Private Limited (referred collectively as Successful Auction Purchaser or Successful Bidder) and consequent to the same, the new directors of the Company were appointed w.e.f. September 11,2024 (as detailed herein below) and new management was put in place.

Further, as per the relief and concession granted by NCLT vide order dated 05.11.2024, since the acquisition of the Company as going concern is akin to Resolution Plan, the acquisition shall be deemed to be a Resolution Plan for all effective purpose under applicable laws and the reliefs/concessions as available to a Resolution Plan shall be mutatis mutandis available to the acquisition of the Company.

FINANCIAL PERFORMANCE

The summarized financial performance highlight is presented in the table below:

		(INR in Lakhs)
Particulars	Standalone
Revenue from operations	2024-25 152.72	2023-24 154.82
Other income	1173.23	74.49
Total Expenses other than Finance Cost	1510.38	2257.62
Profit/(Loss) before Finance Cost and Tax	(184.43)	(2028.31)
Less: Finance Cost	23.97	20.68
Profit for the year after Tax	(208.40)	(2048.99)
Other comprehensive (loss)/income (after tax)	(3.47)	31.06
Total comprehensive income	(211.87)	(2017.93)

1. Previous year figures have been regrouped/re-arranged wherever necessary.

2. There has been no change in nature of business of your Company.

STATE OF COMPANYS AFFAIRS

As mentioned above, the acquisition of the Company was made as a going concern and Honble NCLT vide its order dated 05.11.2024 granted relief and concession and new Board members were appointed w.e.f 11.09.2024. During the period under review your Company has achieved a total income of INR 152.72 Lakh during the year under review as against INR 154.82 Lakh in the previous financial year. The net loss of the Company for the year under review is INR (208.40) Lakh as against INR (2048.99) Lakh for the previous year.

DECLARATION OF DIVIDEND:

As the Company has incurred a loss during the financial year 2024-25 therefore your Directors has not recommended any dividend for the financial year 2024-25.

TRANSFER TO RESERVES

During the year under review, no amount was proposed to be transferred to Reserves.

DEPOSITS

During the year under review, your Company has not accepted/renewed any public deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one subsidiary, namely, IMP Energy Limited.

There is no change in Subsidiaries, Joint Ventures and Associate Companies during the year under review.

The separate audited financial statements in respect of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of the subsidiary are also available on the website of the Company at www.imp-powers.com.

As on 31^st March, 2025, the Company does not have any material subsidiary. However, the Company has framed a policy for determining material subsidiaries, which has been uploaded on Companys website at https://www.imp-powers.com/ assets/investor-document/policv-for-determining-material-subsidiarv.pdf.

PERFORMANCE OF SUBSIDIARY

During the year under review, Operational activities were not carried out at IMP Energy Limited, the Subsidiary Company. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiary company, in Form AOC-1 is attached to the Financial Statements.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Consequent upon issue of Certificate of Sale and as per the request letter dated September 10, 2024 (for introduction of new Directors of Successful Bidder on the Board of Company) received from the Successful Bidder of the Company, Mr. Shaishav R. Shah (DIN: 00019293), Mr. Rakesh R. Shah (DIN: 00421920) and Mr. Tanuj M. Shah (DIN: 08575039), were appointed as Directors of the Company w.e.f. September 11,2024 by the Liquidator and the erstwhile Board of Directors (i.e. Mr. Ajay Dhoot, Mr. Ramdas Rajguroo, Aditya Dhoot and Praveen Saxena) and Key Managerial Personnel (i.e. Mr. Shantilal Surana and Ms. Deepali Rohra) were ceased w.e.f. January 6, 2025 pursuant to clause 21(2)(1) of the Honble NCLT, Ahmedabad vide order dated November 5, 2024 [Order No: IA 1387/ (AHM) 2024 IN CP (IB) 203 OF 2020]. The appointment of new Directors were regularized as Non-Executive Directors at the meeting of the Board of Directors held on January 6, 2025 in pursuance of the relief and concession granted by NCLT vide order dated 05.11.2024.

The Board of Directors on January 6, 2025, appointed Mr. Maheswar Sahu (DIN: 00034051), Mr. Rabindra Nath Nayak (DIN: 02658070) and Dr. Varsha Adhikari (DIN: 08345677) as Additional Directors (Independent Directors) of the Company, not liable to retire by rotation, for a term of five (5) consecutive years with effect from January 6, 2025. Their appointment were approved and confirmed by the shareholders at Extra Ordinary General Meeting held on February 10, 2025. Reconstitution of the Board of Directors of the Company and its Committees (Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee) were accomplished on January 6, 2025.

In the opinion of the Board of your Company, Mr. Maheswar Sahu, Mr. Rabindra Nath Nayak and Dr. Varsha Adhikari are persons of integrity and possesses relevant expertise and experience and they fulfil the conditions specified in the Companies Act, 2013 and the Listing Regulations, for such an appointment. The board of directors recommended the appointment of all the directors at the extra ordinary general meeting to members for their approval.

As of March 31,2025, your Companys Board had six members comprising of three Non-Executive and Non-Independent Directors and three Independent Directors including one Woman Director. The details of the Board and Committee composition forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and the Articles of Association of the Company, Mr. Tanuj M. Shah (DIN: 08575039), is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board recommends the re-appointment of Mr. Tanuj M. Shah as Director for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

During the year under review, Mr. Naveen Kumar Singh was appointed as Chief Executive Officer and Whole Time Key Managerial Personnel of the Company w.e.f. January 6, 2025.

After the closure of financial year, Mr. Mahendra Prajapati was appointed as Chief Financial Officer and Whole Time Key Managerial Personnel of the Company w.e.f. August 8, 2025.

Mr. Naveen Kumar Singh, Chief Executive Officer of the Company was also appointed as an Additional Director and Wholetime Director w.e.f. August 8, 2025. The Board has proposed his appointment as Director and Whole-time Director to the members in the ensuing Annual General Meeting of the Company.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director who forms part of reconstituted Board confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

NUMBER OF MEETINGS OF THE BOARD

Members may kindly note that the Directors of the reconstituted board were not in office for the part of the period to which this report primarily pertains. Resolution Professional and Liquidator during the CIRP were entrusted with and responsible for the management of the affairs of the Company.

After the re-constitution of Board as a part of the implementation of Resolution Plan of the Company, three (3) board meetings were held during the year under review on 6^th January, 2025, 10^th February, 2025 and 29^th March, 2025. The attendance details of the Board meetings are as follows:

Sr. No.	Name of Director(s)	06.01.2025	10.02.2025	29.03.2025	Total No. of Meetings attended
1	Mr. Rakesh R. Shah	Yes	Yes	Yes	3 of 3
2	Mr. Shaishav R. Shah	Yes	Yes	Yes	3 of 3
3	Mr. Tanuj M. Shah	Yes	Yes	No	2 of 3
4	Mr. Maheswar Sahu	Yes	Yes	Yes	3 of 3
5	Mr. Rabindra Nath Nayak	Yes	Yes	Yes	3 of 3
6	Dr. Varsha Adhikari	Yes	Yes	No	2 of 3

The Composition of Board of Directors as on 31^st March 2025 is as follows:

1. Mr. Rakesh R. Shah, Non-Executive and Non-Independent Director

2. Mr. Shaishav R. Shah, Non-Executive and Non-Independent Director

3. Mr. Tanuj M. Shah, Non-Executive and Non-Independent Director

4. Mr. Maheswar Sahu, Independent Director

5. Mr. Rabindra Nath Nayak, Independent Director

6. Dr. Varsha Adhikari, Independent Director

AUDIT COMMITTEE

The Audit Committee was constituted on January 6, 2025 and is in compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, as amended from time to time.

Constitution and composition:

The composition of the Audit Committee as on March 31, 2025 is as follows:

Name	Designation	Category
Mr. Maheswar Sahu	Chairman	Independent Non-Executive
Mr. Rabindra Nath Nayak	Member	Independent Non-Executive
Mr. Rakesh Shah	Member	Non-Executive

During the financial year under review, the Audit Committee met once on February 10, 2025 after reconstitution and attended by all three members of the Committee.

The composition, quorum, powers, role and terms of reference of the Audit Committee inter-alia covers the areas as contemplated under Regulation 18 read with Part C of Schedule II of the Listing Regulations and Section 177 of the Companies Act, 2013, as applicable.

The role of the Audit Committee shall include the following:

1) Overseeing the Companys financial reporting process and disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible;

2) Recommending to the Board for the appointment, re-appointment, replacement, remuneration and terms of appointment of the statutory auditors of the Company;

3) Approving payments to the statutory auditors for any other services rendered by the statutory auditors;

4) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Qualifications and modified opinions in the draft audit report.

5) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

6) Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use /application of the funds raised through the proposed initial public offer by the Company;

7) Reviewing and monitoring the statutory auditors independence and performance, and effectiveness of audit process;

8) Approval or any subsequent modifications of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the Company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

12) Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems;

13) Reviewing the adequacy of internal audit function if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14) Discussing with internal auditors on any significant findings and follow up thereon;

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

16) Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern;

17) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18) Reviewing the functioning of the whistle blower mechanism;

19) Approving the appointment of the chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate;

20) Reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary exceeding Rs.100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments;

21) Considering and commenting on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders;

22) Such roles as may be delegated by the Board and/or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.

Further, the Audit Committee shall mandatorily review the following:

1) management discussion and analysis of financial condition and results of operations;

2) management letters/letters of internal control weaknesses issued by the statutory auditors;

3) internal audit reports relating to internal control weaknesses;

4) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; and

5) statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI ICDR Regulations;

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7) of the SEBI ICDR Regulations.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted on January 6, 2025 and is in compliance with the provisions of section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, as amended from time to time.

Constitution and composition:

The composition of the Nomination and Remuneration Committee as on March 31,2025 is as follows:

Name	Designation	Category
Mr. Rabindra Nath Nayak	Chairman	Independent Non-Executive
Mr. Maheswar Sahu	Member	Independent Non-Executive
Dr. Varsha Adhikari	Member	Independent Non-Executive

During the financial year under review, the Nomination and Remuneration Committee met once on February 10, 2025 after reconstitution and attended by all three members of the Committee.

The composition, quorum, powers, role and terms of reference of the Nomination and Remuneration Committee inter-alia covers the areas as contemplated under Regulation 19 read with para A of Part D of Schedule II of the Listing Regulations and section 178 of the Companies Act, 2013, as applicable.

The broad terms of reference of the Nomination and Remuneration Committee is as follows:

1) formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

2) Evaluating the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the board of directors of the Company for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) use the services of external agencies, if required;

b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

3) Formulation of criteria for evaluation of the performance of independent directors and the Board;

4) Specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance

5) devising a policy on diversity of the Board;

6) i dentifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal;

7) determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

8) recommending to the Board, all remuneration, in whatever form, payable to senior management; and

9) Such other functions/roles as may be delegated to the Committee by the Board and/or as may be required under applicable laws.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is in compliance with the provisions of section 178 of the Companies Act, 2013 and Regulation 20 read with Para B of Part D of Schedule II to Listing Regulations, as amended from time to time.

Constitution and composition:

The composition of the Stakeholders Relationship Committee as on March 31,2025 is as follows:

Name	Designation	Category
Dr. Varsha Adhikari	Chairperson	Independent Non-Executive
Mr. Rakesh Shah	Member	Non-Executive
Mr. Shaishav Shah	Member	Non-Executive

During the financial year under review, the Stakeholders Relationship Committee met once on February 10, 2025 after reconstitution and attended by all three members of the Committee.

The broad terms of reference of the Stakeholders Relationship Committee is as follows:

1. to consider and resolve grievances of security holders of the Company, including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

2. to review of measures taken for effective exercise of voting rights by shareholders;

3. review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent;

4. to review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company;

5. Such other functions/roles as may be delegated to the Committee by the Board and/or as may be required under applicable laws.

VIGIL MECHANISM

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors, employees and stake holders in confirmation with Section 177 of the Act and Regulation 4 & 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company and can be accessed at https://www.imp-powers.com/assets/investor-document/whistle-blower-policy.pdf. During the year under review, your Company has not received any complaints under the vigil mechanism.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and remuneration of Directors, KMP and other employees is available on the web link https://www.imp-powers.com/assets/investor-document/ nomination-and-remuneration-policy.pdf.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

As per section 17 of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors of the Company were suspended during the CIRP with effect from March 29, 2022 and such powers along with the management of affairs of the company were vested with the Resolution Professional till December 18, 2023 and subsequently with the Liquidator w.e.f. December 19, 2023. As a part of the implementation of the Relief and Concession granted by Honble NCLT, the erstwhile board of directors of the Company vacated the office from January 6, 2025 and the new board of directors got appointed with effect from September 11,2024.

Accordingly, being very limit period, it was not feasible for the new board of directors to carry out the performance evaluation of board, its committees and individual directors during the remaining period of year under review after reconstitution.

DIRECTORS RESPONSIBILITY STATEMENT

Members may kindly note that the directors of the reconstituted board were not in office for the part of the period to which this report primarily pertains. Resolution Professional and Liquidator during the Corporate Insolvency Resolution Process ("CIRP") were entrusted with and responsible for the management of the affairs of the Company. As pointed out above, the reconstituted Board of Directors have been in office only since September 11,2024. The reconstituted Board is submitting this report in compliance with the Act and Listing Regulations and the Directors, as on date, are not to be considered responsible for the fiduciary duties discharged with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to September 11,2024.

Accordingly, as required under section 134(3) (c) read with section 134 (5) of the Act, the board of directors, based on the knowledge/ information gained by them about the actions of the resolution professional/ Liquidator (i.e. who were entrusted with and responsible for the management of the affairs of the Company prior to the 11^th September, 2024) and the affairs of the Company in a limited period of time, from the records of the Company, state that:

a. i n the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and no material departures have been made from the same;

b. such accounting policies had been selected and applied consistently and judgments and estimates have been made 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 proper and sufficient care had been taken 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;

d. the annual accounts of the Company had been prepared on a going concern basis;

e. t he internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f. the reconstituted board had devised the proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to Section 139 of the Act, read with rules made thereunder, as amended, M/s. BJS and Associates, Chartered Accountants (firm registration no. 113268W) were appointed as the Statutory Auditors of your Company for the first term of five years till the conclusion of 67^th Annual General Meeting (AGM) of your Company to be held in the year 2029.

The Statutory Auditors qualifications have been dealt with as follows:

(a) Qualification regarding final decision and outcome of final distribution order

(b) Qualification regarding non-accounting of finance cost

(c) Qualification regarding pending reconciliation, confirmation on Trade Receivables.

(d) Qualification regarding reconciliation of direct/indirect tax related balances as per books of accounts and as per tax records.

Response - explanation and comments of the Board on Audit Qualifications, observations & emphasis of matter made by the statutory auditors in the Standalone and Consolidated Audit Report:

To Audit qualifications (a) to (d):

The results of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standard) Rules, 2015 as amended by the Companies (Indian Accounting Standards)

(Amendment) Rules, 2016 and the relevant provisions of the Companies Act, 2013 ("the Act"). The results are prepared on going concern assumptions considering the fact that the company has received Rs.78 Cr. from successfully bidder for sale of company as a going concern as per regulation 32(e) of the insolvency and Bankruptcy board of India (Liquidation process) regulation 2016. New management has taken over affairs of the company but final distribution order is awaited. The emphasis of matter raised by the Statutory Auditor in his report is self-explanatory and does not require further explanation.

COST AUDITOR

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company is not required to make and maintain the cost accounts and records as specified by the Central Government under sub-Section (1) of Section 148 of the Companies Act, 2013 as the turnover of the Company is significantly below the turnover prescribed for maintaining cost accounts and records.

SECRETARIAL AUDITORS AND SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board appointed Ms. Shilpa Shah, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as "Annexure - A" of this report.

The Secretarial Auditor has raised qualification that Company could not file necessary forms with ROC within the stipulated period of time, pending change in status on portal of Ministry of Corporate Affairs from "Under Liquidation" to "Active".

Reply of the Management:

The qualification raised by the Secretarial Auditor in her report is self-explanatory and does not require further explanation.

Further, on recommendation of Audit Committee of the Company, the Board approved the appointment of Ms. Shilpa Shah, Practicing Company Secretary, Ahmedabad, (C. P. No. 27483) as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the financial year 2025-26 and she has confirmed that she is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. The Statutory Auditors of the Company have audited such controls with reference to the Financial Reporting and their Audit Report is annexed as Annexure A to the Independent Auditors Report under the Standalone Financial Statements and the Consolidated Financial Statements which forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

As the paid-up Equity Share Capital of the Company is below INR Ten Crore and the Net Worth is below INR Twenty-Five Crore as on the last day of the previous three financial years (including as at 31.03.2025) and under Chapter IV and pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of subregulation (2) of regulation 46 are not required to be made, resulting into non-applicability of Corporate Governance Report to the Company for the financial year ended 31.03.2025. Hence, section on corporate governance alongwith Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance are not forming part of the annual report.

The Management Discussion & Analysis, which form part of this Report as stipulated in Part B of Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY

During the period under review, since the provisions of Section 135 (1) are not applicable to the Company, the Company does not have Corporate Social Responsibility Committee in place as on March 31,2025.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Policy on Related Party Transactions as approved by the Board is available on Companys website at https://www.imp-powers.com/assets/investor-document/policy-on-materiality-of-rpts-and-on- dealings-with-rpts.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has not provided any loan, guarantee or made investment under provisions of Section 186 of the Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - B".

EXTRA ORDINARY GENERAL MEETING

During the period under review, the Extra Ordinary General Meeting of members of the Company was held on February 10, 2025 for appointment of Independent Directors and Shifting of Registered Office. All the four special resolutions considered at the Extra Ordinary General Meeting were passed with requisite majority.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the web-link https://imp-powers.com/assets/investor-document/draftannualReturn2024-25.pdf.

RISK MANAGEMENT:

The Management has evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The provisions regarding Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 are applicable to the Company and the Company has constituted Internal Complaint Committee as per the provisions of Sexual Harassment of Women Act Workplace (Prevention, Prohibition & Redressal) Act, 2013. There is no complaint received or pending till 31^st March, 2025 under the said policy.

MATERNITY BENEFIT COMPLIANCE:

The Company has no women employee during the period under review. So, the compliance with provisions of the Maternity Benefit Act, 1961, are not applicable to the Company.

SECRETARIAL STANDARDS

Your Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

The information required under Section 197 of the Act, read with rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration are provided in "Annexure - C" of this report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS ON 8TH AUGUST 2025:

1. In the matter of STCI Finance Limited Vs. Liquidator - IMP Powers Limited

Realizing and depositing, entire bidding amount as envisaged from Successful Auction Purchaser and Bidder under the e-auction and sale process, the distribution of the crystalized/realized amount has been challenged by one of the Financial Creditors namely STCI, challenging e-auction process as whole. The said appeal is pending adjudication before Honble NCLAT-New Delhi, wherein SRA and new management impleaded as necessary party to the proceedings. SAP have filed exhaustive reply, challenging e-auction under appeal, basis on the ground that the entire amount of bid auction has been deposited by SAP and thereafter under the due observation and direction of Honble NCLT, process of auction sale concluded by liquidator issuing Sale Certificate and possession letter to SAP. Taking into consideration as well reviving affairs of Corporate Debtor, necessary relief and concession were also granted by Honble NCLT and the same were also disclosed as material development by SAP and Liquidator in aforesaid pendency of appeal proceedings before Honble NCLAT.

2. In the matter of STCI Finance Limited VS. Rakesh R. Shah in consortium with Electrify Energy Private Limited

STCI have preferred another appeal recent in May -2025 against the order awarding Relief and Concession by Honble NCLT-Ahmedabad dated 5^th November 2024, before Honble NCLAT. However, it is under consideration of appellate tribunal, on the ground of condonation of delay in filing appeal. The SAP is already impleaded as necessary party to appeal proceedings, all matters have been clubbed by the Honble NCLAT for further consideration on returnable date.

Keeping in mind the aforesaid proceedings, New Management have taken conscious views of aforesaid development and started its extreme efforts including infusing of capital and other requirement, which are just and necessary to revive the affairs of Corporate Debtor under the relevant provisions of IBC and under liquidation order as their bonafides.

General Disclosures

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

1. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director/ Whole Time Director of the Company.

5. Revisions made in the financial statements and Directors Report of your Company.

6. Except the implementation of the CIRP Process as per the Approved Resolution Plan as explained earlier:

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

ii. There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Annual Report.

iii. There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Reconstituted Board acknowledges and thanks all the employees, customers, suppliers, investors, lenders, regulatory and government authorities and stock exchanges as also the Liquidator for their cooperation and support and look forward to their continued support in future.

	For and on behalf of the Board of Directors
	Rakesh R. Shah
Place: Ahmedabad	Chairman
Date: 8th August, 2025	DIN:00421920