India Motor Parts & Accessories Ltd Directors Report

Your Directors are pleased to present the 72^nd Annual Report together with Audited Accounts for the financial year ended 31^st March 2026. The summarized financial performance of the Company are presented hereunder:

Financial Performance Summary

(Rs In Crores)

Particulars	31.03.2026	31.03.2025
Revenue from Operations	837.11	788.81
Other Income	52.43	47.17
Total Income	889.54	835.98
Less: Total expense	775.09	728.45
Profit before Tax and exceptional item	114.45	107.53
Exceptional Item	-	2.67
Less: Provision for taxation (including deferred tax)	17.90	21.19
Profit After Tax	96.55	83.67
Other Comprehensive Income (Net of tax)	3.08	127.08
Total Comprehensive Income for the year	99.63	210.75
Equity Share Capital	12.48	12.48
Other Equity	2295.69	2233.50
Earnings per share (in Rs)	77.36	67.05

Statement of Company affairs and General Review of the Financial Performance of the Company

The Company is engaged in distribution of automobile spare parts and accessories. It operates through a network of 99 branches, including 10 new branches established during the year under review, spread across 23 states.

The Company recorded a revenue of Rs 837.11 crores, reflecting a year-on-year growth of 6.12%. The Profit for the year stood at Rs 96.55 marking an increase of 15.39% over the previous year. There was no change in the nature of CompanyRss business during the year under review.

Dividend

The Company paid an interim dividend of Rs 10 per equity share in February, 2026. The Board has recommended a final dividend of Rs 23 per equity share, subject to approval of the shareholders at the ensuing Annual General Meeting, which together with the interim dividend amounts to a total dividend of Rs 33 per equity share for the financial year 2025-26.

The total dividend payout, including the interim dividend, aggregates to Rs 41.18 crores. The dividend payout is in accordance with the Dividend Distribution Policy, which is available on the CompanyRss website at https://impal.net/impalMAP/pdf/20260612-0-3DividendDistributionPolicy.pdf

Management Discussion and Analysis Report

The Management Discussion and Analysis report for the year 2025-2026 as required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is placed as Annexure A.

Deposits

The Company has not accepted any public deposits, as defined under Chapter V of the Companies Act, 2013, during the year under review.

Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the year under review.

Share Capital

During the year under review, the paid up capital of the Company stood at Rs12,48,00,000/- consisting of 1,24,80,000 equity shares of Rs10/- each.

There was no change in the share capital of the Company during the year under review. Further, the Company did not issue any equity shares with differential voting rights or sweat equity shares, nor any Employee Stock Option Scheme during the year under review.

Board & Committees

The Board and its Committee composition are in line with SEBI (Listing Obligation & Disclosure Requirements), Regulations, 2015. During the financial year 2025-26, four Board Meetings were held. The details of the meetings and attendance of the Directors are provided in the Corporate Governance Report. The interval between two consecutive Board Meetings were within the prescribed limit.

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

Directors and Key Managerial Personnel:

During the year under review, the tenure of Sri. N. Krishnan (DIN: 00041381) as Managing Director ended on 4^th July, 2025. The Board placed their appreciation for his contribution to the CompanyRss growth over 25 years. The Board of Directors at their meeting held on 16^th May, 2025 appointed Sri. N. Krishnan as Whole-Time Director, for a period of three years with effect from 5^th July, 2025.

Sri Mukund S Raghavan (DIN:03411396), Deputy Managing Director was appointed as Managing Director, for a period of five years with effect from 5^th July, 2025.

Sri. S. Ram DIN (00018309), Chairman and Non-Executive Director of the Company has demitted his office effective, 8^th May, 2026. The Board recorded their appreciation for the valuable guidance provided by Sri. S. Ram, during his tenure.

Sri. Aditya Sharma, resigned from the post of Company Secretary and Compliance officer with effect from 5^th August, 2025. Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors appointed Ms. R. Swetha as the Company Secretary and Compliance officer with effect from 11^th September, 2025.

Re-appointment of Director retiring by rotation

Sri. Srivats Ram (DIN: 00063415), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Declarations from Independent Directors

The Company had received necessary declarations from the Independent Director under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statement of integrity, expertise and experience of Independent Directors appointed during the year.

The Company has not appointed any Independent Director during the year under review and hence the same is not applicable.

Code of Conduct

All the Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct approved and adopted by the Board of Directors. A declaration from the Managing Director in this regard forms part of the Corporate Governance Report.

Disclosure on Composition of Audit Committee

The details of Composition of Audit Committee along with its terms of reference are given in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board.

Particulars of Subsidiaries, Joint Venture or Associate Companies

The Company does not have any subsidiary, joint venture or associate company and hence disclosure in Form AOC 1 is not applicable.

Conservation of energy, absorption and foreign exchange details

The Company continues to undertake initiatives, Optimisation of energy consumption and achieving better energy efficiency at head office and across all its branches. The Company is committed to reducing its environmental footprint by promoting energy-efficient practices such as the use of LED lighting, energy-saving office equipment, Optimum Utilisation of air-conditioning systems. These measures support the Companys commitment towards environmental responsibility and operational efficiency. There was no capital investment on energy investment equipment.

The Company has no activity relating to technology absorption.

The Company did not have any foreign exchange earnings; the foreign exchange outgo was Rs 1.37 crores.

Internal Control Systems

The Company has adequate Internal Control Systems with appropriate policies and procedures covering all areas of operations commensurate with the size of its business. The Internal Auditors of the Company monitor and evaluate the adequacy of the internal control systems.

Risk Management

The Company has Risk Management Committee and a Risk Management Policy aligned with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015. The details of the Committee, the number of meetings held during the year and the terms of reference, are provided in the Corporate Governance Report.

Details of establishment of Vigil Mechanism for Directors and Employees

The Company has adopted the Vigil Mechanism policy for Directors and employees and the details are given in the Corporate Governance report.

Annual Board evaluation

The Annual evaluation of the performance of the Board, its committees and individual Directors has been carried out as per the criteria of evaluation formulated by Nomination and Remuneration Committee.

A Separate Meeting of the Independent Directors was held during the year, wherein they evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairman.

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. During the financial year 2025-2026, two meetings were held i.e. on 18^th July, 2025 and 16^th October, 2025. The Committee monitors and execute the CSR Acitivites of the Company in accordance with Schedule VII of the Act. Annual Report on CSR activities, containing necessary details is placed as Annexure "B".

Business Responsibility Sustainability Report

The Company is not requierd to furnishing the Business Responsibility Sustainability Report for the financial year 2025-2026.

Statutory Auditors

The Company appointed Brahmayya & Co. as the Statutory Auditors for a period of five years at the 68^th Annual General Meeting.

The Statutory Auditors have expressed an unmodified opinion on the financial statements of the Company.

Secretarial Auditors

The Company appointed M Damodaran & Associates, LLP, Chennai as the Secretarial Auditors of the Company at the 71^st Annual General Meeting for a period of five years. The Secretarial audit report for the financial year 2025-2026 does not contain any adverse qualifications.

The Secretarial Audit Report is placed as Annexure "C".

DirectorsRs Appointment and Remuneration Policy

The criteria for appointment and remuneration of Directors, including the determination of qualifications, positive attributes, independence of a director and the Remuneration Policy of the Company is placed as Annexures "D" & "E" respectively.

Related Party Transactions

Pursuant to Section 188 of the Companies Act, 2013, all Related Party Transactions that were entered, during the financial year 2025-2026, were in the ordinary course of business and at armRss length. The Material Related Party Transaction(s) entered during the year in terms of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, were approved by the shareholders at the 71^st Annual General Meeting held on 25^th July, 2025.

The disclosure required under Section 134(3)(h) of the Companies Act, 2013 in form AOC -2 is placed as Annexure "F".

There are no materially significant Related Party Transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons that may have a potential conflict with the interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board is available on the CompanyRss website at https://impal.net/impalMAP/pdf/20260313-24-55 RelatedPartvTranscationPolicv.pdf

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, the Company is not required to appoint Cost Auditors or maintenance of cost records, and hence the same is not applicable.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has an Internal Complaints Committee (ICC) to redress complaints under Prevention of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The members of the Committee are:

Internal Members

Presiding officer: Ms. R. Swetha

Members: Sri. S. Ramasubramanian, Ms. V. Malathi

External Member: Ms. S. Sathya

The following is a summary of sexual harassment complaints received and disposed off during the year 2025-2026.

No. of complaints filed during the financial year	Nil
No. of complaints disposed off during the financial year	Nil
No. of complaints pending as on end of the financial year	Nil

Gender Diversity Disclosure

The Company has 895 Male and 11 Female Employees as on 31^st March, 2026.

Corporate Governance

The detailed Report on Corporate Governance is attached as part of this Report as Annexure - "G". A certificate from M. Damodaran & Associates LLP, Chennai, Practicing Company Secretaries, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as an annexure to the Corporate Governance Report.

Annual Return

The Annual Return of the Company in Form MGT-7 has been made available on the website of the Company. The weblink for the same is https://www.impal.net InvestorSubDocs?Id=JTeBt4la51Mqgr+iIYjnzkl9dOleUybw+QeD1jYHh9g=&Yr=

Particulars of employees

The details under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is provided below:

(i) The ratio of the remuneration of Non-Executive Directors with that of the median remuneration of the employees for the financial year: 0.58 times

(ii) (a) The ratio of remuneration of Managing Director with that of the median remuneration of the employees for the financial year: 85 times

(b) The ratio of remuneration of Whole-Time Director with that of the median remuneration of the employees for the financial year: 64 times.

(iii) The percentage increase in the median remuneration of Key Managerial Personnel: -7.37%

(iv) The percentage increase in the median remuneration of employees in the financial year: 7.36%

(v) The number of permanent employees on the rolls of the Company as on 31^st March 2026 is 906.

The Company affirms that the remuneration is as per the Remuneration Policy of the Company. Material changes and commitments

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company and the date of this report.

Significant and Material orders

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

Particulars of Loans, Guarantees or Investments

The Company has not given any loans or guarantees under Section 186 of the Companies Act, 2013. The Investments made by the Company are given in the notes to the financial statements which is within the limits approved by the Board.

Statement by the Company with respect to compliance of the provisions relating to the Maternity Benefit Act, 1961 .

There were no instances of benefits provided during the year.

Details of frauds reported by auditors under Section 143(12) of the Companies Act, 2013

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

Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

Directors Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, your Directors state that :

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31^st March, 2026, and the profit of the Company for that year.

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

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

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

Other declarations

There is no application made or any proceeding pending under the Insolvency and Bankruptcy code 2016 during the year under review.

There are no instances of onetime settlement made with any bank or financial institutions during the year under review.

Acknowledgement

The Directors gratefully acknowledge the continued support and co-operation from suppliers, customers and bankers. The Directors also thank the investors for their continued faith in the Company.

The Directors wish to place on record their appreciation for the contributions by all the employees of the Company during the year under review.

		On behalf of the Board of Directors
	Srivats Ram	Mukund S Raghavan
Place: Chennai	Director	Managing Director
Date: 8th May, 2026	DIN:00063415	DIN:03411396