Impex Ferro Tech Ltd Directors Report

To

The Shareholders,

Resolution Professional presents the 30th Annual Report of the Company together with Audited Accounts for the Financial Year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended 31st March, 2024 is summarized below:

Particulars	Current Year 31.03.2025	Previous Year 31.03.2024
Revenue from Operations (net)	20.79	2,750.21
Other Income	17.04	1,142.71
Total Revenue	37.83	3,892.92
Profit before Finance Cost, Depreciation and Tax	(1,389.37)	(3,635.57)
Less: Depreciation & Amortisation	681.99	651.44
Less: Finance Cost	0.79	1.28
Less: Tax Expenses	-	-
Net Profit after Tax	(706.59)	(2,982.85)
Less: Exceptional Item	-	-
Other Comprehensive Income/(Loss) (net of Tax)	-	5.25
Total Comprehensive Income/(Loss)	(706.59)	(2,988.10)

Note: Figures or the previous year has oeen re-grouped/revised wherever necessary.

2. CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The Honble National Company law Tribunal, Kolkata Bench has admitted the petition filed by M/s Auroma Coke Limited under Section 9 of the IBC in its capacity as operational creditor of the company for its claimed outstanding of Rs.2,74,57,778/-(Rupees Two crore Seventy four lakhs fifty seven thousand Seven hundred Seventy eight only).

The Honble National Company law Tribunal, Kolkata Bench has admitted the petition filed by operational creditor M/s Auroma Coke Limited under Section 9 of the IBC. Through the said order dated 2nd May 2024 of the NCLT, Mr. Rajiv Kumar Agarwal (IBBI Registration No. IBBI/IPA-001/IP-P00552/2017-2018/10982) was appointed as the Interim Resolution Professional (“IRP”) of the Corporate Debtor. Further pursuant to the application filed IA (Companies Act)/133(KB)2024), under section 22(3)(b) of the code by the Committee of Creditor, Mr Ashok Kumar Sarawagi has been appointed as a Resolution Professional (RP) by order of Honble National Company Law Tribunal, Kolkata Bench (“NCLT”) dated 12th July 2024.

3. FINANCIAL AND OPERATIONAL REVIEW

During the year under review, the Company has achieved Net Sales/Revenue from operation of Rs. 20.79 Lacs as against Rs. 2,750.21 Lacs in previous year. The Company incurred a loss of Rs. 706.59 Lacs as against loss of Rs. 2,982.85 Lacs in the previous year. The companys do not have any operational revenue generating activity after the initiation of CIRP.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year 2023-24.

5. DIVIDEND

No dividend has been recommended for the financial year FY 2024-25, since Company is under CIRP.

6. BOARD MEETINGS

As per records available the Board met once times during the year under review FY 2024-25, the details of which are given in the Corporate Governance Report that forms part of this Annual Report.

7. CHANGES IN SHARE CAPITAL AND MEMORANDUM OF ASSOCIATION

There was no change in the Share Capital and Memorandum of Association and Articles of Association of the Company during the financial year 2024-25.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In consonance with the stipulation contained in Section 28 of the IBC, 2016, any change in the management of the Corporate Debtor shall not be made without prior approval of the Committee of Creditors. No Directors have proposed to be appointed/re-appointed, hence, appointment/ reappointment of the Directors are not recommended at the ensuing Annual General Meeting.

On 2^nd May 2024, the powers of Board of the Directors have been suspended, as company is admitted into CIRP under Insolvency &Bankruptcy Code, 2016. Further, pursuant to Section 17 of the IBC, 2016, the powers of the Board of Directors stand suspended during the continuance of the CIRP. The provisions of Section 238 of the IBC, 2016 override other applicable laws which are in contravention to the provisions of the code.

The director named Sujata Agarwal has communicated her resignation from post of Director w.e.f 03/03/2025 citing personal reason.

The director named Ritesh Chandak has communicated his resignation w.e.f 19/06/2025 citing personal reason.

Key Managerial Personnels (KMPs): KMPs of the Company Chief Financial Officer (CFO) and Company Secretary (CS) has resigned w.e.f 11/04/2024. No new KMP has joined the company after their resignation as the company is under CIRP.

9. DIRECTORS/MANAGEMENT RESPONSIBILITY STATEMENT

During the year under review i.e. FY 2024-25, the directors were managing the affairs of the company till 02^nd May 2024. After the initiation of CIRP the powers of the Board of Directors stand suspended during CIRP period. The accounts of the company have been signed by Resolution professional

10. CREDIT RATING

During the year under review Credit Rating has not been done.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, no Company has become or ceased to exist as the subsidiary of the Company. The Company has also not entered into any Joint Venture nor become an Associate Company during the year under review.

12. WEB ADDRESS OF ANNUAL RETURN

Pursuant to the provisions of the Companies Act, 2013 read with applicable rules made thereunder, the extract of Annual Return of the Company has been disclosed on the website of the Company at http://www.impexferrotech.com.

13. PUBLIC DEPOSITS

The Company has not accepted any deposits or unclaimed amount within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) rules, 2014.

14. INSURANCE

The insurance coverage on properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others has expired on 13/06/2023.

15. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as per Regulations 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company as the Company does not fall under top 500 listed companies on the basis of market capitalization.

16. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 500 listed companies based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, the Company is not required to formulate the Dividend Distribution Policy.

17. AUDIT AND AUDITORS

(a). STATUTORY AUDITOR

For the FY 2024-25, the statutory auditor of the company is M/s V.K.Tulsyan & Co. LLP, Chartered Accountants (FRN: 326740E). The Auditors have confirmed that they fulfil the criteria for appointment as Auditor of the Company as prescribed under the Act and the Rules framed thereunder.

(b) . STATUTORY AUDITOR OBSERVATION/QUALIFICATION AND RESPONSE

The Statutory Auditor has put the qualification remarks in his report, the detail of which is given in Audit Report forming part of this Annual report. Certain issues relating to Companys expenses, non-provision of interest expense, certain balances and uncertainty relating to the going concern aspects is subject matter of Qualification in the Audit Report.

(c) . COST AUDITOR

In terms of section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Cost Audit Report is not applicable to the Company for the FY 2023-24.

(d) . SECRETARIAL AUDIT REPORT

M/s. A J & ASSOCIATES is appointed as Secretarial Auditor of the Company for the FY 202425. The report of the Secretarial Auditor for FY 2024-25, in Form MR-3 is enclosed as Annexure-I to this report.

(e) . SECRETARIAL AUDITOR QUALIFICATIONS AND RESPONSE

The Secretarial Auditor has observed non-compliance under Companies Act, 2013 and SEBI Regulations and raised his observations. Disclaimer of opinion along details of non-compliance and his comments is given in Form MR-3 enclosed as Annexure-1. The Key Managerial Personnel ("KMP"), including the Company Secretary and Chief Financial Officer, had resigned before the commencement of the CIRP, and the Managing Director remains unapproachable. Despite the constraints, RP have made every possible effort to facilitate audit process and ensure compliance to the extent feasible. Moreover, at present the Company has no business operations. It is been informed that the manufacturing plant of the company has remained non-operational since October 2022. The financial condition of the Company has deteriorated significantly, making it difficult to maintain proper compliance under various laws.

(f) . SECRETARIAL COMPLIANCE REPORT

Pursuant to SEBI Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 and Regulation 24(A) of the SEBI Listing Regulations, Secretarial Compliance Report for the financial year ended 31st March, 2025 issued by M/s. A J & ASSOCIATES, (Prop. Mr. Abhijeet Jain), Practicing Company Secretary. The company has obtained the same and is to submitted to the exchange for stakeholder perusal.

(g) . INTERNAL AUDITOR

Since the company is admitted under CIRP, RP with approval of the Committee of Creditors(“COC”) has appointed Naresh Jagannath & Co. as Internal Auditor of the Company for the financial year 2024-25

18. INTERNAL FINANCIAL CONTROL SYSTEM

For the FY 2024-25, your Company has adequate systems of internal financial controls in place with reference to financial statements, which is commensurate with its size and the nature of its operations. The adequacy and effectiveness of Internal Financial Controls have been endorsed by the Internal Auditor and the Statutory Auditors. The Statutory Auditor of the Company has audited the IFC over Financial Reporting and their Audit Report is annexed to the Independent Auditors Report under Financial Statements. The report of the Independent Statutory Auditors in the annexure to their Audit Report does not contain any adverse observations.

19. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES OF THE COMPANY

Disclosure pertaining to remuneration and other details as required under section 134(3)(q), 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards Report as provided in Annexure-II.

20. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) rules 2014, is annexed to this report as Annexure-

III.

21. DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

The Board of Directors before initiation of CIRP against the Company had formulated a Code of Conduct for the Board Members and Senior Management of the Company, which has been posted on the website of the Company. RP has not come across any declaration or confirmation of Code of Conduct from any member of Board for FY2024-25.

22. PREVENTION OF INSIDER TRADING

The Company already had a structured Code of Conduct for Prevention of Insider Trading, with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code has been streamlined to keep parity with the Companies Act, 2013 and SEBI (Prohibition of Insider Trading) Regulations, 2018 and be named as ‘Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders which is also displayed on the website of the Company www.impexferrotech.com.

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. RP has not come across declaration or confirmation from any member of Board of Directors for FY 202425.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS

CIRP Process against the company under IBC,2016: As informed above, after the closure of the financial year 2023-24, The Honble National Company law Tribunal, Kolkata Bench has admitted the petition filed by operational creditor M/s Auroma Coke Limited under Section 9 of the IBC. Through the said order dated 2nd May 2024 of the NCLT, Mr. Rajiv Kumar Agarwal (IBBI Registration No. IBBI/IPA-001/IP-P00552/2017-2018/10982) was appointed as the Interim Resolution Professional (“IRP”) of the Corporate Debtor. All the existing Board of Directors has been suspended w.e.f. 02/05/2024. Further pursuant to the application filed IA (Companies Act)/133(KB)2024), under section 22(3)(b) of the code by the Committee of Creditor, Mr Ashok Kumar Sarawagi has been appointed as a Resolution professional(RP) by order of Honble National Company Law Tribunal, Kolkata Bench (“NCLT”) dated 12th July 2024. During the Corporate Insolvency Resolution Process (CIRP), a Resolution Plan has been received and is presently under active consideration of the Committee of Creditors (CoC).

Attachment order of Directorate of Enforcement(ED): The assets of the corporate debtors have been attached vide Provisional Attachment order no 07/2021 dated 31/03/2021 under sub-section 1 of Section 5 of the Prevention of Money Laundering Act, 2002 to the extent to the value of Rs.6,60,44,745.40 of the immovable property The said Provisional Attachment order got confirmed by Ld. Adjudicating Authority vide order dated 09.11.2021. The same was then challenged by the company before the Honble Appellate Tribunal of PMLA on 23.12.2021 vide FPA-PMLA-4373/KOL/2021. The said appeal was dismissed on 03/10/23 for non-appearance. RP on advice from lawyer/consultant has sought COC approval to file for application for restoration of the appeal. After approval Resolution Professional has filed an application before the Honble High Court and, subsequently, before the CBI Court, seeking substitution of the attached immovable property with a bank guarantee. The said application is currently pending adjudication.

24. MATERIAL CHANGES AFFECTING THE COMPANY

• The Company at present has no income generating business operations from its manufacturing plant, and its plant has remained non-operational since October 2022. The financial condition of the Company has deteriorated significantly, making it difficult to maintain proper compliance under various laws.

• The Key Managerial Personnel ("KMP"), including the Company Secretary and Chief Financial Officer, had resigned before the commencement of the CIRP, and the Managing Director remains unapproachable.

• The future of the company depends upon the outcome of ongoing CIRP.

25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A disclosure of related party relationship and transactions as per AS-18 is given in the notes to the Financial Statement in the Annual Accounts of the Company. The report of the Independent Statutory Auditors in their Audit Report does not contain any adverse observations.

As per the records, during the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions between the Company and the Directors, the management, or the relatives except for those disclosed in the Financial Statements. Accordingly, particulars of contracts or arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies Act, 2013 in Form AOC-2 (Annexure IV) is NIL

27. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration before initiation of CIRP. A note on Remuneration Policy has been made a part of the Corporate Governance Report. As Company is in CIRP so all the powers of the Board of Directors are suspended w.e.f. 02^nd May 2024.

28. RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize

risk. The policy has to periodically reviewed to ensure that the executive management controls the risk as per decided policy. As Company is in CIRP so all the powers of the Board of Directors are suspended w.e.f. 02^nd May 2024.

29. DISCLOSURE UNDER SEXUAL HARASSMENT OF EMPLOYEE AT WORKPLACE

The Company has a policy on Sexual Harassment in line with the requirements of the Sexual Harassment of any employee at workplace. The Internal Complaint Committee will redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The details related to complaints pertaining to sexual harassment during the financial year 2024-25 is covered under the Corporate Governance Report which forms part of this Annual Report.

30. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The company is admitted under CIRP. RP has not come across any declarations from Independent Director that they meet the criteria of Independence as prescribed under Section 149(7) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 with the Stock Exchanges due to nonavailability of them.

31. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has to keep its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the Industry. The familiarisation programmes policy and details of familiarisation programme provided to the Directors of the Company need to be available on the Companys website www.impexferrotech.com. However, no documents pertaining to the familiarisation programme was updated on website for FY 2024-25. As Company is in CIRP so all the powers of the Board of Directors are suspended w.e.f. 02^nd May 2024 and directors remain almost unapproachable.

32. AUDIT COMMITTEE

Prior to commencement of CIRP w.e.f. 02^nd May, 2024, the Audit Committee had been constituted by the Board of Directors The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

33. NOMINATION AND REMUNERATION COMMITTEE

Prior to commencement of CIRP w.e.f. 02^nd May, 2024, the Committee had been constituted by the Board of Directors The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

34. STAKEHOLDERS RELATIONSHIP COMMITTEE

Prior to commencement of CIRP w.e.f. 02^nd May, 2024, the Committee had been constituted by the Board of Directors The composition and terms of reference of Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

35. CORPORATE SOCIAL RESPONSIBILTY (CSR)

In line with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) policy for the development of programmes and projects for the benefit

of weaker Sections of the society and the same has been approved by the CSR Committee and the Board of Directors of the Company. The Company has not spent any amount in CSR activities since the Company has incurred losses during the last 3 years eroding the entire net worth.

36. VIGIL MECHANISM POLICY

In terms of section 177 of the Companies Act, 2013, rules framed thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organisation can be communicated. For this purpose, the company has a Vigil Mechanism Policy and the same need to uploaded on the website of the Company i.e. www.impexferrotech.com.

37. PERFORMANCE/BOARD EVALUATION

In pursuance to section 134 of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. For the year under review, No documents pertaining to the performance evaluation was found.

38. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance as stipulated under the above Regulation forms an integral part of this Annual Report.

39. MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis for the year under review, as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is presented in a separate Section forming part of this Annual Report.

40. CEO/CFO CERTIFICATION

As required by Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the CEO/CFO certification has not been submitted to the Board which forms an integral part of this Annual Report. The company Chief Financial Officer (CFO) has resigned w.e.f 11/04/2024.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, RP cannot fully confirm the extent of the Company compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The company endeavour to comply to the extent feasible and possible in view of ongoing CIRP and inherent limitations in the process.

42. GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. The Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. The Company has made arrangement with CDSL/NSDL/RTA for updating the email address of the concerned shareholders for supply of Annual Report in electronic means due to non-printing

of Annual Report physically. To support the ‘Green Initiative, the members who have not registered their email addresses are requested to register the same with the Registrar & Share Transfer Agent/Depositories.

43. OTHER DISCLOSURE REQUIREMENTS

• The disclosures and reporting with respect to issue of equity shares with differential rights as to dividend, voting or otherwise is not applicable as the Company has not issued any such shares during the reporting period.

• The disclosures and reporting on issue of shares (including sweat equity shares and issue of shares under Employees Stock Option Scheme) to employees of the Company under any scheme are not applicable as the Company has not issued any such shares during the reporting period.

• There is no change in the nature of the business of the Company.

44. ACKNOWLEDGEMENT

Resolution Professional wish to acknowledge the co-operation and support extended to him by assistance of former employees, employees of other group entities of the Company, and certain external consultants who were previously associated with the Company.

ANNEXURE FORMING PART OF THE DIRECTORS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and forms part of the Directors Report:

Annexire	Particulars
I	Secretarial Audit Report (Form MR 3)
II	Particulars of Employees
III	Prescribed particulars of Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo
IV	Particulars of Contract or Arrangements with Related Parties (Form AOC 2)

For Impex Ferro Tech Limited

Sd/-

Ashok Kumar Sarawagi

Resolution Professional of M/s Impex Ferro Tech Limited IBBI Registration No.: IBBI/IPA-001/IP-P00171/2017-18/10340 Authorization for Assignment (“AFA”): AA1/10340/02/300625/107208 AFA Validity: December 31, 2026

Place: Kolkata Date: 04 Sept, 2025