IMP Powers Ltd Directors Report

Dear Members,

Your Board of Directors have pleasure in presenting the Sixty Fourth (64^th) Annual Report together with the audited financial statements of the Company for the financial year ended on March 31,2026.

FINANCIAL PERFORMANCE

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

		(Rs. in Lakhs)
Particulars	Standalone
	2025-26	2024-25
Revenue from operations	3,138.20	152.72
Other income	544.47	1173.23
Total Expenses other than Finance Cost	3570.12	1510.38
Profit/(Loss) before Finance Cost and Tax	112.55	(184.43)
Less: Finance Cost	98.93	23.97
Profit for the year after Tax	13.62	(208.40)
Other comprehensive (loss)/income (after tax)	(2.60)	(3.47)
Total comprehensive income	11.02	(211.87)

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

The net profit of the Company for the year under review is 13.62 Lakh as against the loss of (208.40) Lakh for the previous year.

DECLARATION OF DIVIDEND:

To conserve the resources of the Company, the Board of Directors have not recommended any dividend for the financial year 2025-26.

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, 2026, 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://imp-powers.com/ investors-desk/

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

APPOINTMENT/ REAPPOINTMENT

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on August 8, 2025, approved the appointment of Mr. Naveen Kumar Singh (DIN: 06953675) as an Additional Director of the Company, pursuant to the provisions of Section 161(1) of the Companies Act, 2013, to hold office up to the date of the ensuing General Meeting of the Company. The Members of the Company, at their meeting held on September 26, 2025, approved the appointment of Mr. Naveen Kumar Singh as a Director of the Company.

Further, pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Mr. Naveen Kumar Singh as the Whole-time Director and Key Managerial Personnel of the Company for a period of one year w.e.f. August 8, 2025, subject to the approval of the Members of the Company. The said appointment was subsequently rejected by the Members of the Company at their meeting held on September 26, 2025.

Subsequently, on recommendation of Nomination and Remuneration Committee the Board of Directors of the Company in its meeting held on 10th November, 2025 approved the appointment of Mr. Naveen Kumar Singh as a Whole-time Director w.e.f. 08.08.2025; subject to approval of members of the Company and members of the Company has approved his appointment as a Whole-time Director by way of passing a Special Resolution passed through Postal Ballot by means of remote e-voting on December 20, 2025.

RETIRE BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shaishav R. Shah will retire by rotation at the 64^th Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meetings held on August 08, 2025 and November 25, 2025, respectively, appointed Mr. Mahendra Prajapati as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 08, 2025, and Mr. Yash Shah as the Company Secretary and Key Managerial Personnel of the Company with effect from November 25, 2025.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director of the Company 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.

During the financial year 2025-26, a separate meeting of the Independent Directors of the Company was held on February 14, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors attended the said meeting.

NUMBER OF MEETINGS OF THE BOARD

During the year under review (6) six board meetings were held. The attendance details of the Board meetings are as follows:

Sr. No. Name of Director(s)	27.05.2025	30.05.2025	08.08.2025	10.11.2025	25.11.2025	14.02.2026	Total No. of Meetings attended
1 Mr. Rakesh R. Shah	Yes	Yes	Yes	Yes	Yes	Yes	6 of 6
2 Mr. Shaishav R. Shah	Yes	Yes	Yes	Yes	Yes	Yes	6 of 6
3 Mr. Tanuj M. Shah	Yes	Yes	Yes	Yes	Yes	Yes	6 of 6
4 Mr. Maheswar Sahu	Yes	Yes	Yes	Yes	Yes	Yes	6 of 6
5 Mr. Rabindra Nath Nayak	Yes	Yes	Yes	Yes	Yes	Yes	6 of 6
6 Dr. Varsha Adhikari	Yes	Yes	Yes	Yes	Yes	Yes	6 of 6
7 Mr. Naveen Kumar Singh*	Not Applicable	Not Applicable	Yes	Yes	Yes	Yes	4 of 4

* During the year Mr. Naveen Kumar Singh was appointed on the Board of Directors of the Company with effect from 08.08.2025.

The Composition of Board of Directors as on 31^st March 2026 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

7. Mr. Naveen Kumar Singh, Whole-time Director and CEO

AUDIT COMMITTEE

The constitution of Audit Committee 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 31,2026 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-Independent Non-Executive

During the year under review (5) five Audit Committee Meetings were held. The attendance details of the Audit Committee meetings are as follows:

Sr. No. Name of Director(s)	27.05.2025	30.05.2025	08.08.2025	10.11.2025	14.02.2026	Total No. of Meetings attended
1 Mr. Maheswar Sahu	Yes	Yes	Yes	Yes	Yes	5 of 5
2 Mr. Rabindra Nath Nayak	Yes	Yes	Yes	Yes	Yes	5 of 5
3 Mr. Rakesh Shah	Yes	Yes	Yes	Yes	Yes	5 of 5

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 constitution of Nomination and Remuneration Committee 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 31,2026 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 year under review (3) three Nomination and Remuneration Committee Meetings were held. The attendance details of the Nomination and Remuneration Committee meetings are as follows:

Sr. No. Name of Director(s)	08.08.2025	10.11.2025	25.11.2025	Total No. of Meetings attended
1 Mr. Rabindra Nath Nayak	Yes	Yes	Yes	3 of 3
2 Mr. Maheswar Sahu	Yes	Yes	Yes	3 of 3
3 Dr. Varsha Adhikari	Yes	Yes	Yes	3 of 3

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 constitution of 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 31,2026 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 14, 2026 and all

the three members of the Committee attended the meeting.

The broad terms of reference of the Stakeholders Relationship Committee are 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://imp-powers.com/wp-content/uploads/2025/10/whistle-blower-policv.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://imp-powers.com/wp-content/uploads/2025/10/ nomination-and-remuneration-policy.pdf .

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with section 134 (5) of the Act, the board of directors of the Company state that:

a. i n the preparation of the annual accounts for the financial year ended March 31, 2026, 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 31,2026 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 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:

I) Qualification regarding pending reconciliation, confirmation on Trade Receivables and Expected Credit loss for Trade Receivables

II) Qualification regarding bank balance and other current assets

III) Qualification regarding impairment of Property, plant and equipment

IV) Qualification regarding final decision and outcome of final Distribution order

V) Qualification regarding non compliance of Ind AS 12

VI) Qualification regarding impairment of investment in subsidiary

VII) Qualification regarding non compliance of Ind AS 19

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 (I) to (VII):

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. Subsequent to completion of E-auction proceedings and obtention of control over operations, the immediate priority was revival and stabilization of business operations and recommencement of production activities. Accordingly, detailed verification, reconciliation and assessment of assets, trade receivables, statutory balances and other historical balances inherited from the pre-resolution period are currently under progress. The Company is undertaking necessary verification procedures, obtaining supporting records and confirmations, and reconciling balances wherever required. Appropriate accounting treatment and consequential adjustments, if any, arising from such verification and reconciliation process shall be considered and recorded upon completion of the exercise and receipt of the final distribution order / closure documentation from the concerned authority, to the extent applicable.

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 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 2025-26. The Secretarial Audit Report for the year under review is provided as "Annexure - A" of this report.

The The Secretarial Auditor has raised following qualifications in his report:

1) Pursuant to provisions of Section 203 of the Companies Act, 2013, the Company was required to appoint Chief Financial Officer since from the beginning of the financial year i.e. from 1st April, 2025 however, Company has appointed the same w.e.f. 8th August, 2025and therefore Company has not complied with the said provisions of the Companies Act, 2013 for the period from 1st April, 2025 to 7th August, 2025.

2) Pursuant to provisions of Section 203 of the Companies Act, 2013 and Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company was required to appoint Company Secretary in Whole-time employment and Compliance Officer since from the beginning of the financial year i.e. from 1st April, 2025 however, Company has appointed the same w.e.f. 25th November, 2025 and therefore Company has not complied with the said provisions of the Companies Act, 2013 for the period from 1st April, 2025 to 24th November, 2025.

Reply of the Management:

The Management acknowledges the observations regarding the delayed appointments. The Company was acquired as a going concern through the NCLTprocess, pursuant to the Sale Certificate issued by the Liquidator on 21st August, 2024, and was thereafter in the process of rebuilding and restructuring its operations and management. Accordingly, the Chief Financial Officer was appointed w.e.f. 8th August, 2025 and the Company Secretary and Compliance Officer w.e.f. 25th November, 2025.

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 2026-27 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 Ten Crore and the Net Worth is below Twenty-Five Crore as on the last day of the previous three financial years (including as at 31.03.2026) 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 31.03.2026. 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 31,2026.

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. Further, the disclosure as required under Form no. AOC-2 Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure - B".

Moreover, 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://imp-powers.com/wp-content/uploads/2025/10/policv-on-materialitv-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 - C"

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31,2026 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/investors-desk/

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, 2026 under the said policy.

MATERNITY BENEFIT COMPLIANCE

The Company complies with the provisions of the Maternity Benefit Act, 1961, ensuring that maternity leave benefits, workplace facilities, and other related entitlements are duly provided and adhered to.

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 - D" 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 8^th AUGUST 2026

STCI Finance Ltd. has filed three separate Civil Appeals before the Honble Supreme Court of India challenging the Order dated 27.04.2026 passed by the Honble NCLAT in the matter of STCI Finance Ltd. vs. IMP Powers Ltd.

The Honble Supreme Court, vide Order dated 21.05.2026 in Civil Appeal No. 7449 of 2026 and connected matters, has observed that no grounds are made out to interfere with the validity of the sale of the Corporate Debtor as a going concern and directed that the sale process be carried to its logical conclusion. Accordingly, the Sale Certificate issued in favour of the Successful Auction Purchaser (SAP)/new management has attained finality and the sale has become absolute.

The Honble Supreme Court has not granted any stay against the NCLAT Order. The matter is presently listed on 09.09.2026 for further consideration.

The limited issue presently pending before the Honble Supreme Court relates to the inter se rights of the secured creditors, particularly whether STCI Finance Ltd. is entitled to a first charge or a pari passu charge along with the other lending institutions in respect of the distribution mechanism.

The SAP has already deposited the entire bid amount in accordance with the e-auction terms. Pursuant to the directions of the Honble NCLT, the Liquidator thereafter concluded the sale process and issued the Sale Certificate and Possession Letter in favour of the SAP. The SAP and the Liquidator have also duly disclosed the material developments concerning the revival of the Corporate Debtor before the Honble NCLAT.

As on date, there is no adverse financial implication upon IMP Powers Ltd. arising from the aforesaid proceedings, except legal and professional expenses incurred towards representation before the Honble Supreme Court/NCLAT.

The Management is taking all necessary steps to ensure due implementation of and compliance with the orders passed by the Honble Supreme Court and the Honble NCLAT.

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. Significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

7. 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.

8. Instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Board acknowledges and thanks all the employees, customers, suppliers, investors, lenders, regulatory and government authorities and stock exchanges 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: 08th August, 2026	DIN:00421920