Shareholders meeting

IMPAL SundaramTowers,3rdFloor, 46,WhitesRoad,Chennai600014. Telephone:(044)-28523996/28524097 CIN:L65991TN1954PLC00O958 SECY/NSE/08/2026-27/27.06.2026 The Manager Listing Department National Stock Exchange of India Limited “Exchange Plaza”, Plot C/1, “G”, Block Bandra Kurla Complex Bandra (E), Mumbai - 400 051 Symbol – IMPAL, Series – EQ Dear Sir / Madam, Sub.: Notice of 72nd Annual General Meeting and Annual Report for FY 2025-2026. The 72nd Annual General Meeting (“AGM”) of the Company will be held on Tuesday, 21st July, 2026 at 11:30 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). Further, in terms of Regulation 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), we enclose herewith a copy of the Notice of the 72nd AGM and Annual Report for the FY 2025-2026, which are being sent to the shareholders of the Company, today (i.e., 27th June, 2026) through electronic mode. Furthermore, in accordance with Regulation 36(1)(b) of the SEBI LODR, a letter providing the web-link of the Company’s website from where the Annual Report can be accessed is being sent to members whose email address is not registered with the Company / RTA/DPs. The Notice of the AGM and the Annual Report for the FY 2025-2026 are also available on the website of the Company at www.impal.net Thanking you, Yours faithfully, For India Motor Parts & Accessories Limited R.Swetha Company Secretary & Compliance Officer Encl.: As above Copy to: - The Manager, Listing Department, BSE Limited Floor 25, P J Towers, Dalal Street, Mumbai 400001 India Motor Parts &Accessories Limited www.nnpai.net IMPAL INDIA MOTOR PARTS & ACCESSORIES LIMITED CIN: L65991TN1954PLC000958 Regd.Office: 46, Whites Road, Chennai- 600 014 Tel:044-28591433; E-mail: secy@impal.net; Web: www.impal.net NOTICE TO SHAREHOLDERS NOTICE is hereby given that the Seventy Second Annual General Meeting of the Shareholders of the Company, will be held on Tuesday, the 21st July, 2026 at 11.30 a.m. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), to transact the following business: Ordinary Business: 1. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: RESOLVED THAT the Audited Financial Statements, of the Company, for the year ended 31st March, 2026 and the Board’s and Auditor’s Report thereon, be and are hereby approved and adopted. 2. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: RESOLVED THAT a final dividend of ` 23 per equity share (230% on the face value of ` 10.00 each), as recommended by the Board of Directors be and is hereby declared for the financial year ended 31st March, 2026, and the same will be paid to the shareholders, whose names appear in the Register of Members of the Company on 14th July, 2026. The total dividend, together with the Interim Dividend of ` 10.00 per equity share (100% on the face value of ` 10/-) paid on 11th February, 2026, amount to an aggregate of ` 33 per equity share (330% on the face value of ` 10.00 each) for the financial year 2025-26. 3. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: RESOLVED THAT Sri Srivats Ram (DIN: 00063415), who retires by rotation, and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company. SPECIAL BUSINESS: 4. To consider and if thought fit, to pass with or without modifications, the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Regulation 23 (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with applicable provisions if any, of the Companies AGM NOTICE 2025-2026 1 IMPAL Act, 2013 and the Rules framed thereunder (including any statutory modification(s) thereto or re-enactment thereof for the time being in force), the consent of the Members be and is hereby accorded for entering into contracts or arrangements with Brakes India Private Limited for purchase of Automotive Spare Parts, Brakes Fluid, Coolant and other products up to an aggregate value of ` 500 crores for the period commencing from the conclusion of this 72nd Annual General Meeting till the conclusion of the 73rd Annual General Meeting of the Company to be held in the year 2027. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all acts as may be necessary, for the purpose of giving effect to this resolution. By order of the Board Date : 8th May, 2026 R Swetha Place : Chennai Company Secretary 2 AGM NOTICE 2025-2026 IMPAL EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATION, 2015 (“LISTING REGULATION”) Item No.4 The Company, in the ordinary course of its business, procures automotive spare parts, brake fluid, coolant and other products from Brakes India Private Limited (BIPL). BIPL was incorporated on 9th December 1962 and qualifies as a related party within the meaning of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). As per Regulation 23 of Listing Regulations, any transaction with the Related party, that exceeds the threshold limit specified in Schedule XII of the Listing Regulations, is deemed material and would require the prior approval of the members. The Company proposes to enter into transactions with BIPL for the purchase of automotive spare parts, brake fluid, coolant and other products, up to an aggregate value of ₹ 500 crores (Rupees Five Hundred Crores only), for the period commencing from the conclusion of 72nd Annual General Meeting until the conclusion of the 73rd Annual General Meeting of the Company to be held in the year 2027. The value of the proposed transaction(s) with Brakes India Private Limited exceeds the prescribed threshold limits, and qualifies as Material Related Party Transaction. Accordingly, the approval of the members is being sought by way of an Ordinary Resolution. Sri S Ram and Sri Ananth Ramanujam, Directors are interested in the resolution since their relatives are Directors in Brakes India Private Limited. Except Sri S Ram and Sri Ananth Ramanujam, none of the other Directors and Key Managerial Personnel of the Company, or their relatives, are interested in the Resolution(s). Pursuant to Regulation 23(4) of the Listing Regulations, 2015, members may also note that no related party of the Company shall vote to approve the ordinary resolution set out at Item No.4, whether the entity is a related party to the particular transaction or not. The Board therefore recommends the Ordinary Resolution, as set out in Item No.4 of this Notice, for approval of the Members. The details of transactions as required under Regulation 23(4) of the Listing Regulations read with Section III-B of the SEBI Master Circular no. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (“SEBI Master Circular”) along with details as required under the Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions” (“RPT Industry Standards”) are set forth below: Particulars Information provided by the management A. Details of the related party and transactions with the related party A(1). Basic details of the related party 1 Name of the related party Brakes India Private Limited 2 Country of incorporation of the related party India Manufacturers of Automotive Brakes and other 3 Nature of business of the related party Products AGM NOTICE 2025-2026 3 Particulars Information provided by the management A(2). Relationship and ownership of the related party Relationship between the listed entity/ subsidiary (i [Showing first 8,000 characters — download PDF for full document]