Lumax Auto Technologies Ltd

Dear Members,

Your Directors with immense pleasure present the 43rd Annual Report of Lumax Auto Technologies Limited ("Company") on the business and operations together with Audited Financial Statements of the Company for the year ended March 31, 2024.

The Key highlights of Financial Performance of the Company for the year along with previous year figures are as follows:

(Rs. in Lakhs unless otherwise stated)

On standalone basis, the revenue from contracts with customers during the Financial Year 2023-24 stood at Rs. 1,33,457.26 Lakhs as compared to Rs. 1,32,174.10 Lakhs in the last year. For the Financial Year 2023-24, the profit before exceptional items and tax stood at Rs. 11,410.81 Lakhs as compared to Rs. 9,867.50 Lakhs in the last year witnessing an increase of 15.64%. The Profit After Tax (PAT) stood at Rs. 9,266.21 Lakhs as compared to Rs. 7,352.04 Lakhs registering a significant increase of 26.04%. The Basic and Diluted Earnings per share stood at Rs. 13.60 registering a significant increase of 26.04%.

On consolidated basis, the revenue from contracts with customers stood at Rs. 2,82,173.58 Lakhs as compared to Rs. 1,84,746.00 Lakhs in the last year registering a growth of 52.74%. The profit before exceptional items and tax for the FY 2023-24 stood at Rs. 22,672.74 Lakhs as compared to Rs. 15,558.53 Lakhs in the last year witnessing a significant increase of 45.73%. The profit after tax before non-controlling interest for the FY 2023-24 stood at Rs. 16,696.29 Lakhs as compared to Rs. 11,145.78 Lakhs registering a significant increase of 49.80%. The Basic and Diluted Earnings per share for the FY 2023-24 stood at Rs. 19.10 registering a significant increase of 40.13%.

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 1,363.15 Lakhs divided into 6,81,57,705 equity shares of Rs. 2/- each, fully paid up. During the year under review, the Company has not issued shares or granted stock options or sweat equity.

The Board of Directors (herein referred to as "the Board") have recommended a dividend of Rs. 5.50/- (i.e. 275%) per equity share of face value of Rs. 2/- each for the FY 2023-24 subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM").

The proposed Dividend for FY 2023-24, would result in appropriation of Rs. 3,748.67 Lakhs as against Rs. 3,067.10 Lakhs in last FY 2022-23. The Dividend payout ratio works out to 40.46%.

The dividend, if declared, will be subject to tax deduction at source at the applicable rates. For details, shareholders are requested to refer to the Notice of AGM.

The Dividend as recommended by the Board, if approved by the shareholders at the ensuing AGM, shall be paid to the eligible shareholders, whose names appear in the Register of Members as on September 09, 2024, within the stipulated time period.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") (as amended from time to time), the Company has Dividend Distribution Policy in place which can be accessed on the website of the Company at https://www.lumaxworld. in/lumaxautotech/downloads/dividend-distribution- policy.pdf

The Board of the Company does not propose to transfer any amount to reserves other than transfer of undistributed profits to surplus in statement of Profit & Loss.

As per Regulation 33 of the Listing Regulations, applicable provisions of the Companies Act, 2013 (herein referred to as "the Act") and Ind AS 110, the Audited Consolidated Financial Statements are provided in the Annual Report of the Company.

As on March 31, 2024, the Company had Eleven (11) Subsidiaries. The performance highlights of these Companies are follows:

LMAT was formed in collaboration with Mannoh Industrial Co., Limited, Japan. The Company holds 55% of the Equity in LMAT. The entity manufactures gear shifters and enjoys a market leadership position in India. The Revenue from operations of LMAT stood at Rs. 35,249.45 Lakhs for the FY 2023-24.

LCAT was formed in collaboration with Cornaglia Metallurgical Products India Private Limited (wholly owned subsidiary of Officine Metallurgiche G. Cornaglia S.p.A. Italy). The Company holds 50% of the Equity in LCAT. The entity manufactures Air Intake Systems, Urea Tank, Plastic Fuel Tank & Injection Blow Moulded Parts. The revenue from operations of LCAT stood at Rs. 15,732.81 Lakhs for the FY 2023-24.

LFAE was formed in collaboration with FAE, Spain. The Company holds 84.03% of the Equity in LFAE. LFAE manufactures Oxygen Sensors. The revenue from operations of LFAE stood at Rs. 255.00 Lakhs for the FY 2023-24.

LJAT was formed in collaboration with Jopp Holding GmbH, Germany. The Company holds 50% of the Equity in LJAT. LJAT Gear Shift Towers, AMT Kits & AGS. The revenue from operations of LJAT stood at Rs. 807.14 Lakhs for the FY 2023-24.

LYTL was formed in collaboration with Yokowo Co., Limited, Japan to manufacture On-board Antennas & other Vehicle Communication Products. The Company holds 50% of the Equity in LYTL. The revenue from operations of LYTL stood at Rs. 1,103.84 Lakhs for the FY 2023-24.

LITPL was formed in collaboration with Ituran Location and Control Limited, Israel for the manufacture of telematic products and services. The Company holds 50% of the Equity in LITPL. The revenue from operations of LITPL stood at Rs. 1,952.08 Lakhs for the FY 2023-24.

LAIPL was formed in collaboration with Alps Alpine Co. Limited, Japan. The Company holds 50% of the Equity in LAIPL. LAIPL is engaged in the business of manufacturing of electric devices and components for automotive use. The revenue from operations of LAIPL stood at Rs. 3,073.51 Lakhs for the FY 2023-24.

LMS, a wholly owned subsidiary of the Company, is a full-time corporate service provider to Lumax-DK Jain Group Entities. The revenue from operations of LMS stood at Rs. 3,846.77 Lakhs for the FY 2023-24.

Earlier Lumax Integrated Ventures Private Limited (LIVE) was a wholly owned subsidiary of the Company and IAC International Automotive India Private Limited was a subsidiary Company of LIVE and was recognized as a material and step down subsidiary of the Company.

During FY 2023-24, the Scheme of Amalgamation was filed with Hon'ble National Company Law Tribunal (NCLT) for the Merger between IAC International Automotive India Private Limited (Transferor Company) and Lumax Integrated Ventures Private Limited (Transferee Company).

The Scheme was approved by the Hon'ble NCLT vide its order dated February 16, 2024. The certified copy of the order was filed with Registrar of Companies (ROC) on March 18, 2024 and consequently the Transferor Company was dissolved without being wound up w.e.f. March 18, 2024 (Effective Date). Consequent to the Scheme becoming effective, the name of Lumax Integrated Ventures Private Limited was changed to IAC International Automotive India Private Limited on June 07, 2024.

The revenue from operations of IAC stood at Rs. 88,558.92 Lakhs for the FY 2023-24.

LAL is, inter alia, engaged in the manufacturing of wiring harness and lamp assembly. During FY 2023-24, the Company held 14.31% Equity stake in LAL and on January 25, 2024, the Company acquired remaining 85.69% of Equity stake of LAL from its existing shareholders. Consequently, LAL has become a wholly owned subsidiary of the Company with effect from January 25, 2024. The revenue from operations of LAL stood at Rs. 19,306.04 Lakhs for the FY 2023-24.

LRPL is a wholly owned subsidiary of the Company incorporated on March 12, 2024. The operations of LRPL will be in line with the Company's vision to further address growth opportunities in automotive sector.

In accordance with the provisions of Section 129(3) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on performance and financial position of Subsidiaries, Joint Venture and Associate Companies forms part of this Annual Report in the prescribed Form AOC-1.

Further, in accordance with the provisions of Section 136(1) of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information and Audited Financial Statements of Subsidiaries are available on the website of the Company i.e. https://www.lumaxworld. in/lumaxautotech/index.html and the same shall also be made available for inspection at Registered Office of the Company during the working hours.

The past fiscal year was a significant year for the Indian automotive segment especially for the passenger vehicle segment.

The passenger vehicle segment recorded a strong growth in production vis-?-vis the last year. All the other segments showed a decent growth indicating the strong economic growth. With the significant new model launches and the trust shown by the Original Equipment Manufacturers (OEMs), on consolidated basis, the Company was able to clock growth more than that of the industry.

It has been a pretty successful year for the Company with addition of new customers in its portfolio coupled with the new businesses from existing customers to improve top line.

With the introduction and emphasis of localization by OEMs, to avoid the risks associated with the supply chains, the Company has invested in the upgradation of its existing manufacturing facilities. The same will help in successful localization of technologically advanced products thus giving the customers immunity from supply chain risks with best quality products.

The Company is strongly moving its pie to service PV segment, and is taking various steps on its alignment to cater this space by adding future product lines under various JVs.

- Operational excellence within plants through strong focus on Kaizen, TEI, Quality Circles, TPM, etc.

- Strong connect within plant level through communication such as town halls, business communication meets etc.

- Promoting Open Culture, R&R policy for Human Resource Development

- Focusing on Implementing ESG Practices within the organization

- Focus to capitalize on new opportunities in the passenger vehicle industry drives demand for high-value components.

- Driving on future growth related to EV segment, scouting future partners to leverage this potential.

- Bringing New Technologies to capitalize the growth which is coming from the market shift in the premium segment, focus on ADAS etc.

- Strong focus to become self-reliant supplier, focus on developing In-house R&D to capitalizing the growing OEMs requirements

To stay ahead in the competition, the Company is exploring best technologies in all its operations.

This year, your Company focused extensively on digitalization and cybersecurity. All process approvals have been digitized, covering:

• Capital Expenditure (Capex)

• Corporate Sourcing

• Human Resources and Administration

• Marketing

• Strategy ad Business

• Finance and Accounts

• Banking

• Legal and Secretarial etc.

On the ERP front, the Company has upgraded its existing SAP system to SAP S/4HANA RISE and all SAP servers will now be hosted in Google's data-center and managed by the SAP team. Earlier servers were hosted in a local data-center. This transition is expected to enhance cyber security and system availability, with SAP providing a 99.70% uptime guarantee. Additionally, the Company has acquired licenses for SAP Analytics Cloud, which includes built-in AI capabilities to support data-driven decision-making.

To enhance customer support and integration, the Company has implemented Electronic Data Integration (EDI) to establish real-time connections for daily supply schedules and delivery status.

LSETU, the Suppliers' Portal of the Company, is now available to all its domestic and international suppliers. All schedules are generated through SAP's Material Resource Planning (MRP) system, which integrates with LSETU in real time. Through LSETU suppliers can create Advance Shipment Notes before sending deliveries, and they can check real-time delivery and payment status.

To enhance cybersecurity, the Company has upgraded from traditional antivirus to Endpoint Detection & Response (EDR) and acquired tools for Vulnerability Assessment and Penetration Testing (VAPT). With these tools, the Company now tests its IT environment regularly, whereas previously, this process was conducted by third-party software only twice a year.

The Company continues to uphold the highest standards of Corporate Governance, treating its various stakeholders as an ethical requisite rather than a regulatory necessity and continue to base all its actions on the principles of fairness, trust and transparency, standing by its core values of Respect, Integrity, Passion and Excellence.

All in all, the Company made good progress in all areas in FY 2023-24, and the management is confident that going forward the Company will continue to deliver value to all its customers and stakeholders. The long- term outlook for the Company remains positive and it is poised to outperform the industry.

During the FY 2023-24, the Company has upgraded its manufacturing facilities as per the customer requirements to cater new product lines and meet their increased volumes.

The Company strives to be a supplier of choice across all its customers and is always committed to develop and design new products, in line with its strategy towards delivering competitive advantage to the customers. In the said perspective, Total Productive Maintenance (TPM) has been successfully implemented across all plants of the Company to create a culture and environment which continuously improves quality, cost and delivery parameters.

In addition, various plants of the Company have received awards i.e. Japan Institute of Plant Maintenance (JIPM) TPM, Bajaj Auto Limited (BAL) TPM, Gold & Silver Awards for Quality Circle Forum of India, for Quality initiatives, Gold Award in RCCQC, Stellantis Award for accessories division, Gold Award for Productivity improvement. Quality Control Circle (QCC) is an integral part for ensuring quality across all processes. By implementing these various initiatives, improvement of Quality is willingly carried out by employees in true spirit, resulting in minimizing rejection and cost.

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, Management Discussion & Analysis Report is annexed as part of this report as Annexure - A and provides details on overall Industry Structure and Developments, financial and operational performance and other material developments during Financial Year under review.

During the Financial Year ended March 31, 2024, there was no change in the nature of business of the Company.

The report on Corporate Governance together with the Auditor's Certificate on Compliance of conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V of the Listing Regulations is annexed and forms part of this Report as Annexure - B.

The Composition of Board of Directors is in conformity with the applicable provisions of the Act and Listing Regulations.

During the year under review, there was no change in the composition of the Board of Directors of the Company.

However, subsequent to March 31, 2024 the second term of 5 years of Mr Roop Salotra and Mr Milap Jain, Independent Directors of the Company completed on July 22, 2024 and they ceased to hold the position of Independent Directors on the Board. The Board in its meeting held on July 22, 2024 had appointed Mr Parag Chandulal Shah (DIN: 00374944) as a Non Executive Independent Director on the Board of the Company with effect from July 23, 2024. Mr Parag Chandulal Shah shall hold office upto the date of ensuing AGM and the Company has received Notice from a member signifying the candidature for his appointment as Director. The Board recommends to the members for his appointment as a Non-Executive Independent Director.

Brief profile of Mr Parag Chandulal Shah is provided in the notice of AGM.

As on March 31, 2024, Mr D.K. Jain, Executive Chairman, Mr Anmol Jain, Managing Director, Mr Vikas Marwah, Chief Executive Officer, Mr Ashish Dubey, Chief Financial Officer and Mr Pankaj Mahendru, Company Secretary were Key Managerial Personnel (KMPs) of the Company as per the provisions of the Act.

Mr Raajesh Kumar Gupta resigned from the position of Company Secretary of the Company with effect from May 26, 2023 consequent to his transfer to a Group Company and Mr Pankaj Mahendru was appointed as the Company Secretary (KMP) of the Company with effect from May 30, 2023.

In accordance with the Articles of Association of the Company and Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr Sanjay Mehta, Director (DIN:06434661) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The said re-appointment was considered by the Board of Directors and accordingly the same is recommended to the members in the ensuing 43rd Annual General Meeting of the Company.

A brief profile of Mr Sanjay Mehta is provided in the Notice of the ensuing AGM of the Company.

As on March 31, 2024, the Board had 5 (Five) Independent Directors including one Woman Independent Director, representing diversified fields and expertise.

Subsequent to the financial year ended March 31, 2024, Mr Roop Salotra and Mr Milap Jain ceased to be Independent Directors of the Company w.e.f. the close of business hours of July 22, 2024 consequent upon completion of second tenure of 5 years and Mr Parag Chandulal Shah (DIN: 00374944) was appointed as a Non- Executive Independent Director on the Board of the Company w.e.f. July 23, 2024. Therefore the Board comprises of 4 (Four) Independent Directors including one Woman Independent Director.

All Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name in the data bank of independent directors, pursuant to the provision of Rule 6 (1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Further, as stipulated under the Regulation 17(10) and 19 read with Schedules thereto of Listing Regulations, an evaluation exercise of Independent Directors was conducted by the Nomination and Remuneration Committee and the Board of the Company who satisfied themselves with the performance and contribution of all the Independent Directors.

As per the Regulation 16 (1) (b) and Regulation 25 read with the provisions of Section 149 (6) of the Act, declarations have been received from all the Independent Directors regarding meeting the criteria of Independence as laid down under those provisions. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board took on record the declarations and confirmations submitted by the Independent Directors, after undertaking due assessment of the veracity of the same as required under Regulation 25(9) of the Listing Regulations.

During the FY 2023-24, the Board of Directors met Five (5) times viz. May 30, 2023, August 10, 2023, November 08, 2023, December 26, 2023 and February 13, 2024. Further, it is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Act.

Pursuant to the requirements of Para VII (1) of Schedule IV of the Act and the Listing Regulations, a separate Meeting of Independent Directors was held on March 21, 2024, without the presence of Non-Independent Directors and Members of the management to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and also to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board. The details on Attendance during the Board Meetings and other Committee Meetings of Board of Directors are provided in Corporate Governance Report which forms part of the Board's Report.

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experience, perspectives and background which is necessary for achieving sustainable and balanced development. The Board has adopted Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and Other Employees in terms of the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II of Listing Regulations and Policy on Diversity which sets out the criteria for determining qualifications, positive attributes and independence of a director.

The main features of the above policies are as follows:

• It acts as a guideline for matters relating to appointment and re-appointment of directors;

• It contains guidelines for determining qualifications, positive attributes of Directors, and independence of a Director;

• It lays down the criteria for Board Membership;

• It sets out the approach of the Company on Board Diversity; and

• It lays down the criteria for determining independence of a Director, in case of appointment of an Independent Director.

The aforesaid policies are available on the website of the Company at https://www.lumaxworld.in/lumaxautotech/ downloads/nomination-and-remuneration-policy- of-directors.pdf and https://www.lumaxworld.in/ lumaxautotech/downloads/policy-on-diversity.pdf

In accordance with applicable provisions of the Act and Listing Regulations, the evaluation of the Board as a whole, committees and all the Directors was conducted, as per the internally designed evaluation process approved by the Nomination and Remuneration Committee. The evaluation tested key areas of the Board's work including strategy, business performance, risk and governance processes. The evaluation considers the balance of skills, experience, independence and knowledge of the Board, its overall diversity, and analysis of the Board and its functioning.

• The evaluation methodology involves completion of questionnaires consisting of certain parameters such as Evaluation factor, Ratings and Comments, if any.

• The performance of entire Board is evaluated by all the Directors based on Board composition and quality, Board meetings and procedures, Board development, Board strategy and risk management etc.

• The performance of the Managing Director and Executive Directors is evaluated by all the Board Members based on factors such as leadership, strategy formulation, strategy execution, external relations etc.

• The performance of Non-Executive Director and Independent Directors is evaluated by other Board Members based on criteria like managing relationship, knowledge and skill, personal attributes, independence from the management etc.

• It also involves self-assessment by all the Directors and evaluation of Committees of Board based on knowledge, diligence and participation, leadership team and management relations, committee meetings and procedures respectively.

• Further, the assessment of Chairman's performance is done by each Board Member on similar qualitative parameters.

The feedback of the evaluation exercise and inputs of Directors were collated and presented to the Board and an action plan to further improve the effectiveness and efficiency of the Board and Committees was placed.

The Board as a whole together with each of its committees was working effectively in performance of its key functions- Providing strategic guidance to the Company, reviewing and guiding business plans, ensuring effective monitoring of the management and overseeing risk management function. The Board is kept well informed at all times through regular communication and meets once per quarter and more often as and when the need arises. Comprehensive agendas are sent to all the Board Members well in advance to help them prepare and ensure the meetings are productive. The Company makes consistent efforts to familiarize the Board with the overall business performance covering all Business verticals, Product Categories and Corporate Functions from time to time.

The performance of the Chairman was evaluated satisfactory in the effective and efficient discharge of his role and responsibilities for the day-to-day management of the business, with reference to the strategy and long-term objectives.

The Executive Directors and Non-Executive Directors provided entrepreneurial leadership to the Company within a framework of prudent and effective controls, with a balanced focus on policy formulation and development of operational procedures. It was acknowledged that the management accorded sufficient insight to the Board in keeping it up-to-date with key business developments which was essential for each of the individual Directors to maintain and enhance their effectiveness.

All contracts/arrangements/transactions entered by the Company with related parties were in ordinary course of business and on an arm's length basis. All Related Party Transactions, which are foreseen and repetitive in nature, are placed before the Audit Committee on yearly basis for obtaining prior omnibus approval of the Committee.

All related party transactions to be entered into by Subsidiary Companies to which the subsidiary of the Company is a party but the Company is not a party and the value of the transaction(s) exceeds / is likely to exceed the limit of 10% of the Annual Standalone Turnover of the Subsidiary Company during the Financial Year are placed before the Audit Committee of the Company for obtaining prior approval of the Committee.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the provisions of the Act and Listing Regulations.

The details of the related party transactions as per Ind AS 24 are set out in Notes to the Financial Statements of the Company. Policy Document on Materiality and Dealing with Related Party Transactions adopted by the Company is available on the website of the Company at https:// www.lumaxworld.in/lumaxautotech/downloads/ policy-document-on-materiality-and-dealing-with- related-party-transactions.pdf

During the year, there were no materially significant related party transactions entered into, by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict of interest for the Company at large.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, Form AOC-2, containing the details of Related Party Transactions is set out as Annexure

- C to this report. Further, the Shareholder's approval on Material Related Party Transactions have been taken by way of Postal Ballot for which the results were declared by the Company on September 28, 2023.

The Company has a robust and effective framework for monitoring compliances with applicable laws.

The Company has installed a Software namely AVACOM (Product of Team lease) for Compliance Management and through this Software the Company is able to get the structured control over applicable compliances by each of the units of the Company.

A separate Corporate Compliance Management Team periodically reviews and monitors compliances by units and supports in effective implementation of same in a time bound manner. The Board and Audit Committee along with Compliance team periodically monitors status of compliances with applicable laws based on quarterly certification provided by Senior Management.

The Company has established a vigil mechanism and formulated Vigil Mechanism/Whistle Blower Policy for Directors, employees and business associates to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics, in accordance with the provisions of Section 177 (10) of the Act and Regulation 22 of the Listing Regulations. Audit committee oversees the implementation of vigil mechanism and provides adequate safeguards against unfair treatment to the whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in appropriate/exceptional cases.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company www.lumaxworld.in/lumaxautotech. To further strengthen this mechanism, the Company has an Employee App which is available for both android and iOS users to report any instances of financial irregularities, breach of Code of Conduct, abuse of authority, unethical/unfair actions concerning Company vendors/suppliers, malafide manipulation of Company records, discrimination among employees, anonymously to provide protection to the employees who report such unethical practices and irregularities.

Any incident(s), that are reported, are investigated and suitable action is taken in line with the Vigil Mechanism/Whistle Blower Policy.

During the year under review, no incidence under above mechanism was reported.

The Board states that the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively, have been duly complied by the Company.

In terms of section 134 (3) (c) & 134 (5) of the Act and to the best of the knowledge and belief, your Directors hereby state as under:

(i) that in the preparation of the Annual Accounts for the Financial Year ended March 31, 2024, the applicable Accounting Standards had been followed and there were no material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the Annual Accounts on a "going concern" basis;

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively;

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Information on Employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Report as an Annexure - D.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules which form part of the Board's Report, will be made available to any shareholder on request, as per provisions of Section 136(1) of the Act.

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Act read with the Rules framed thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and having expertise of Financial Management.

As on March 31, 2024, the Audit Committee comprised of Mr Arun Kumar Malhotra as Chairman, Mr Roop Salotra, Mr Milap Jain, Mr Avinash Parkash Gandhi and Mr Anmol Jain as Members.

The Company Secretary acts as Secretary to the Audit Committee.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control process, financial reporting and vigil mechanism.

All the recommendations made by the Audit Committee were accepted by the Board of the Company.

Further, brief terms of reference and Meetings of the Audit Committee along with attendance of members are provided in Corporate Governance Report forming part of this Report.

Consequent upon cessation of Mr Roop Salotra and Mr Milap Jain, Non-Executive Independent Directors of the Company w.e.f. the close of business hours of July 22, 2024, the Board of Directors in their meeting held on July 22, 2024 reconstituted the Audit Committee to comprise Mr Avinash Parkash Gandhi as Chairman, Mr Arun Kumar Malhotra, Mr Parag Chandulal Shah and Mr Anmol Jain as Members w.e.f. July 23, 2024.

Please refer to the Paragraph on Familiarization Program in the Corporate Governance Report for detailed analysis.

Please refer to the paragraph on Human Resources in the Management Discussion & Analysis section for detailed analysis.

The Company has a robust and well embedded system of internal controls in place to ensure reliability of financial reporting, orderly and efficient conduct of business, compliance with policies, procedures, safeguarding of assets and economical and efficient use of resources. Appropriate review and control mechanisms are put in place to ensure that such control systems are adequate and operate effectively.

Periodical programs of Internal Audits are planned and conducted which are also aligned with business objectives of the Company. The meetings with Internal Auditors are conducted wherein the status of audits and management reviews are informed to the Audit Committee.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015.

The Company gets its Standalone and Consolidated Financial Results reviewed/Audited by its Statutory Auditors in due compliance with the Act and Listing Regulations.

The Company uses an established ERP ‘SAP HANA' Systems to record day to day transactions for accounting and financial reporting. The SAP system is configured to ensure that all transactions are integrated seamlessly with the underline books of accounts, which helps in obtaining accurate and complete accounting records and timely preparation of reliable financial disclosures.

The Company on May 01, 2024 has upgraded its existing SAP System to SAP S/4HANA RISE System.

The Company has adopted the Risk Management Policy as per Regulation 21 of the Listing Regulations.

The Risk Management Committee is responsible to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for development and implementation of a Risk management Policy for the Company including identification therein elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company and is responsible for reviewing the risk management plan and its effectiveness. The Company has Risk Management Policy which can be accessed on Company's website https://www. lumaxworld.in/lumaxautotech/downloads/risk- management-policy.pdf

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons. This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information ("UPSI") by designated persons.

The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautions them on consequences of non-compliances. The Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes. Further, the Company has put in place adequate & effective system of internal controls and standard processes to ensure compliance with the requirements given under these regulations to prevent insider trading.

The Company has adopted the Code of Conduct for Directors and Senior Management of the Company. The same is available on the website of the Company at https://www.lumaxworld.in/ lumaxautotech/downloads/latl_code-of-conduct- for-directors-and-senior-management.pdf

Annual affirmations for adherence to the Code is also obtained by the Company from its Directors and Senior Management on an annual basis.

The shareholders had approved the re- appointment of S.R. Batliboi & Co. LLP (Firm Registration No. 301003E/E300005), Chartered Accountants as Statutory Auditors of the Company in the 38th Annual General Meeting held on August 23, 2019 to hold office till the conclusion of the ensuing 43rd Annual General Meeting of the Company, accordingly, they will cease to act as Statutory Auditors upon the conclusion of the ensuing Annual General Meeting.

S.R. Batliboi & Co. LLP, Chartered Accountants have maintained the highest level of governance and substantially contributed in to the efforts of the Company towards strengthening the internal controls, processes and procedures in line with expanding size of operations. The Board places on record its deep sense of appreciation for the services rendered and guidance given by them as the Statutory Auditors of the Company.

In terms of Section 139(2) of the Act, the Board, upon recommendation of the Audit Committee, has recommended the appointment of Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) as the Statutory Auditors of the Company, for a period of five consecutive years from the conclusion of the 43rd Annual General Meeting up to the conclusion of the 48th Annual General Meeting, to the members of the Company for approval.

Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) have given their eligibility letter for appointment as the Statutory Auditors of the Company stating that they are not disqualified for being appointed as Auditors of the Company.

Accordingly, an item for appointment of Price Waterhouse Chartered Accountants LLP as the Statutory Auditors of the Company for a period of 5 (five) years is being placed at the ensuing AGM for approval of the members. Information about the proposed appointment of Price Waterhouse Chartered Accountants LLP is given under the Notice of AGM, which forms part of this Annual Report.

The Report given by the Statutory Auditors on the Financial Statements of the Company for the Financial Year 2023-24 forms a part of this Annual Report. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.

In terms of Section 148 (1) of the Act, the Company is required to maintain cost records for certain products as specified by the Central Government and accordingly such accounts and records are prepared and maintained in the prescribed manner.

The Board on recommendation of Audit Committee has re-appointed M/s Jitender, Navneet & Co., (Firm Registration No. 000119) as the Cost Auditors of the Company in Board Meeting held on May 27, 2024 for the audit of the cost records of the Company for the FY 2024-25.

The remuneration proposed to be paid to the Cost Auditor requires ratification by the shareholders of the Company. In view of this, your approval for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Accordingly, a resolution, seeking approval by members for the ratification of the remuneration to be paid to Cost Auditors amounting to Rs. 2.00 Lakhs (Rupees Two Lakhs) excluding taxes and out of pocket expenses, if any, payable to M/s Jitender Navneet & Co., is included in the Notice convening 43rd AGM of the Company.

The Cost Audit Report for the FY 2022-23 does not contain any qualification, reservation or adverse remark. The Cost Audit Report for the FY 2023-24 will be submitted within the prescribed timelines.

The Company is maintaining cost records as stipulated under applicable laws for the time being in force.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Maneesh Gupta (Membership No. F-4982), Practising Company Secretary as the Secretarial Auditor in Board Meeting held on May 27, 2024 to undertake the Secretarial Audit for FY 2024-25. The Company has also received the consent from Mr Maneesh Gupta to act as Secretarial Auditor for conducting audit of the secretarial records of the Company for the FY 2024-25.

The Secretarial Audit Report for the FY 2023-24 of the Company along with its Material Subsidiaries i.e. Lumax Mannoh Allied Technologies Limited and Lumax Integrated Ventures Private Limited (Now known as IAC International Automotive India Private Limited) under the Act read with the Rules made thereunder and Regulation 24A (1) of the Listing Regulations forms a part of this Report as Annexure - E. There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditors in their Reports.

Pursuant to Regulation 24A (2) of the Listing Regulations, all listed entities on annual basis are required to get a check done by Practising Company Secretary (PCS) on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder and get an Annual Secretarial Compliance Report issued by a PCS and such Report is required to be submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

The Company has engaged Mr Maneesh Gupta (Membership No. F-4982), PCS and Secretarial Auditor of the Company for issuing the Annual Secretarial Compliance Report for the FY 2023-24.

Accordingly, the Company has complied with the above said provisions and an Annual Secretarial Compliance Report for the FY 2023-24 has been submitted to the Stock Exchanges within stipulated time.

In compliance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Internal Audit of various units of Company, for the FY 2023-24 was carried out by Grant Thornton Bharat LLP. Further, the Board of Directors in its meeting held on May 27, 2024 have reappointed Grant Thornton Bharat LLP as Internal Auditors of the Company for the FY 2024-25.

During the year under review, no fraud was reported by Statutory Auditors or Secretarial Auditor against the Company which would be required to be mentioned in this Board's Report.

A detailed Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of the Listing Regulations forms a part of this Annual Report.

The Company is dedicated to continuing to give back to the society while expanding and conducting business in a socially responsible and sustainable manner. A judiciously thought-out CSR program improves and influences communities by generating social and environmental value. The Company's primary areas of interest have been Quality Education and Good Health for underprivileged sections in society. The Company's focus areas are covered under Schedule VII and Sustainable Development Goals. During the year, the Company kept up its support for the current educational institutions by offering career counselling, integrating students into the learning centres and schools, providing books and other learning resources, and improving possibilities for a comprehensive education. The Company focuses on preventative healthcare as part of its health initiatives by regularly conducting health check-up camps for cataract surgeries and providing financial support to juvenile diabetic patients.

The Lumax Charitable Foundation ("Foundation"), the Company's CSR arm/trust, is principally responsible for carrying out the CSR projects. The Foundation focuses on providing healthcare and education to underprivileged girls and women.

In compliance with the Act's provisions, the Company established the CSR Committee of the Board and created and executed a CSR Policy. The Committee monitors and oversees the Company's numerous CSR projects and endeavours.

During the year under review, the Company's obligation to spend on CSR activities was Rs. 137.13 Lakhs i.e. 2% of the average net profits during the three immediately preceding financial years against which the Company has actually spent Rs. 144.27 Lakhs including the administrative expenses. During the year, the Company has also got Impact Assessment on a voluntary basis.

As part of its commitment to the India Sustainable Development Goals of ‘Quality Education' and ‘Good Health', the Company offers holistic education opportunities as well as preventive and curative health initiatives. The Lumax Charitable Foundation team and its implementation partners oversee these initiatives and programs.

Aiming to deliver holistic and quality education, the interventions include, girl child enrolment in schools, learnings aids, beyond school learning support. Its goal is to provide and enable underprivileged students to enhance their learning experience through continual life-skills and soft-skills training, comprehensive career counselling, and field excursion trips. The programs assist in providing scholarships to students to continue with their education without any disruption due to financial constraints.

Continuous infrastructure support is provided to the government schools that include construction of toilets, classroom, wall painting and other infra work to ensure a conducive environment at school.

Preferably, the programs are held in the vicinity of the Company's plants.

Under health intervention, the Foundation has been organising camps for screening and awareness on cancer prevention to the communities close to the facilities. Blood profiling is part of the cancer screening process, which also entails physical examinations by gynaecologists, surgeons, and ENT specialists, as well as radiological examinations.

It has also organized camps for eye care, conducting eye examination and cataract procedures are performed.

As on March 31, 2024, the CSR Committee comprised of Mr Roop Salotra as Chairman, Mr D.K. Jain and Mr Deepak Jain as Members.

Consequent upon the cessation of Mr Roop Salotra as Non-Executive Independent Director of the Company w.e.f. the close of business hours of July 22, 2024, the Board of Directors in their meeting held on July 22, 2024 reconstituted the CSR Committee with Mr Deepak Jain as Chairman, Mr D.K. Jain and Ms Diviya Chanana as Members w.e.f. July 23, 2024.

Further, the Board has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at https://www.lumaxworld.in/ lumaxautotech/downloads/CSR-policy-latl.pdf

Brief terms of reference and Meetings held of the Corporate Social Responsibility Committee along with attendance of members are provided in Corporate Governance Report forming part of this Report.

The key contents of the said policy are as below:

1. Background & CSR Philosophy

2. Scope & Purpose

3. Constitution of CSR Committee

4. Composition & Role of CSR Committee

5. Implementation of CSR Projects, Programs and Activities

6. Allocation of Budget

7. Treatment of Unspent CSR Expenditure

8. Lumax domains of engagement in accordance with Schedule VII

9. Monitoring and Review Mechanism

10. Impact Assessment

11. Reporting

12. Management Commitment

In terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Annual Report on CSR for the Financial Year 2023-24 in the prescribed format is attached as Annexure-F to this Report.

During the period under review, following Companies became or ceased to be Subsidiaries, Joint Venture, and Associate Company of the Company:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return for the Financial Year ended March 31, 2024 is available on the Company's website at https://www.lumaxworld.in/ lumaxautotech/annual-return.html

Pursuant to the provisions of Section 124(5) and other applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules') (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven (7) years from the date of transfer to Unclaimed/ Unpaid Dividend Account of the Company.

Consequently, the Company had transferred an unclaimed Dividend Amount (Interim Dividend) of Rs. 1,14,713/- to the IEPF, lying with it for a period of seven years pertaining to FY 2015-16 on May 03, 2023.

Pursuant to the provisions of Section 124(6) and other applicable provisions of the Act read with the Rules, the shares in respect of which Dividend has not been paid or remains unclaimed for seven (7) consecutive years or more are also required to be transferred to the Demat account of IEPF Authority. The said provisions do not apply to the shares in respect of which there is a specific order of the Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

Consequently, the Company had transferred 1,990 underlying Equity Shares to IEPF pertaining to FY 2015-16 on May 11, 2023.

The due date for transfer into IEPF of the Unpaid/ Unclaimed Dividend lying in the Unpaid Dividend Account of the Company for the FY 2016-17 is September 19, 2024. In compliance with the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the Company had issued a due notice in the newspapers and also sent the individual notices through speed post/registered post, at the latest available address to the concerned Shareholders, whose Dividend/Shares were liable to be transferred to IEPF, requesting them to claim their dividend on or before September 19, 2024.

During the year under review, the Company has neither accepted nor renewed any Deposit in terms of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and hence the provisions of this Section are not applicable to the Company.

The particulars of loans, guarantees given and investments made during the year under review in accordance with Section 186 of the Act are given in the Notes to Financial Statements.

Due to phased out technology and continuous losses the operations of Bhosari Plant were shifted to other units of the Company and the Board approved the Closure of the said unit of the Company w.e.f. May 31, 2023.

Due to lower demand from the customer, the operations of K-76, Aurangabad has been shifted to another unit in Aurangabad and the Board approved the Closure of the said unit of the Company w.e.f. May 31, 2023.

There was no adverse impact of this closure on the financials of the Company.

Unless elsewhere stated in this Report, there were no other material changes and commitments which have occurred after the end of the financial year ended March 31, 2024 till the date of this Report that affects the financial position of the Company.

One of the several commitments that continued to remain in force throughout the Financial Year was developing business along with improvement in environmental performance to maintain a reliable and sustainable future.

During the course of the year, the manufacturing units of the Company have continued their efforts to reduce energy consumption in all areas of its operations. These manufacturing units are constantly encouraged to improve operational activities and maximizing production volumes and minimizing consumption of natural resources. Systems and processes have been put in place for utilization of alternate sources of energy and monitoring of energy consumption for all the units.

Disclosure of information regarding Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earning and Outgo etc. under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as Annexure - G to this Report.

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

In terms of the provisions of Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, a "Statement to the effect that the Company has duly complied with the provisions related to Constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)" has to be included in the Board's Report.

In accordance with the above-mentioned provisions of POSH, the Company is in compliance with and has adopted the "Policy on Prevention of Sexual Harassment of Women at Workplace" and constituted an ICC for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the related aspects. The constitution of ICC is as per the provisions of POSH and includes external Members from NGO or those individuals having relevant experience.

The detail on status of complaints filed, disposed off and pending with regard to POSH is incorporated in Corporate Governance Report forming part of the Report.

During the year under review, 38 (Thirty Eight) training sessions of ICC across all plant locations were held. Further, as per the applicable provisions of POSH, the Company continues to submit Annual Report to the District Officer consisting of details as stipulated under the said Act.

The Company is deeply committed to protecting the well-being of its employees and prioritizes safety above all. It consistently focuses on aligning its policies, procedures, and systems with current laws and best practices. Over the past eight years, the Company has made substantial efforts to improve its safety management practices.

This has involved a progressive refinement of policies and procedures to ensure their effectiveness and relevance. The Company regularly updates the said policies to stay current with evolving standards and regulations. Additionally, it has enhanced its systems for conducting risk assessments, ensuring these assessments are thorough and conducted regularly. This includes evaluating workstations and other key components of a comprehensive safety management system.

Beyond internal initiatives, the Company works closely with safety officers and external agencies. This collaboration supports ongoing improvements in safety practices and fosters a culture of continuous learning and development. By engaging with both internal and external partners, the Company aims to create a safer work environment for all employees.

• Corporate safety procedures & Emergency Procedures: The Company closely reviewed its safety rules and emergency plans to ensure they were current and effective. Additionally, audits were conducted to assess the management of safety measures.

• Safety Competence, Awareness and Training: Employees received training to understand safety procedures and be aware of potential risks. This ensured that everyone was equipped to stay safe while working.

• Safety Performance and Risk Management: The Company established a system to manage safety and address potential risks. This approach helped prevent accidents and ensured the well-being of everyone.

• Team Approach to Safety Objectives: Teams within the Company collaborated to reach key safety goals, which facilitated improvements in safety throughout the organization.

• Strong Safety Management System and Committees: The Company upheld a strong safety management system, supported by safety committees that played a crucial role in discussing and advancing safety improvements swiftly and effectively.

• Embedding Safety in Meeting agendas for cultural change: Safety was consistently prioritized in meeting agendas across all levels of the Company. This approach ensured that safety practices were regularly reinforced and contributed to fostering a culture of ongoing enhancement in safety standards.

Apart from the above, the Company has also performed below activities in FY 2023-24:

1. Employee Engagement Activities (Celebrated National Safety week, Personal Protective equipment demonstrations, Mock Drill, Unplanned – Evacuation Drill, Road Safety Week, World Environment Day, Safety Motivational Reward activities, Work place Safety awareness Training, Safety Quiz Program & World Environment Health Day)

2. KYT - Kiken Yochi Training (Identifying hazard and taking corrective measures with the help of actual users).

3. Hazard Identification and Risk Assessment of the Machine.

4. Hazards specific Safety training (Fire Fighting, Near Miss, First Aid, Electrical Safety, Chemical & Machine Safety).

5. Monthly Internal safety Committee Meeting.

6. Regional Safety Meeting at all regions.

7. Safety Gemba Audit and Monitoring.

8. Thermography study, Arc flash study & Fire Load Calculation

9. Ventilation Study

10. Earthing inspection and testing

11. Fire Risk Assessment Audit.

12. Comprehensive review/surveillance audit as per ISO 14001:2015 (Environment Management System) and ISO 45001:2018 (Occupational Health & Safety Management system).

13. Capturing all first aid cases, Investigated and taken countermeasure action against each incident

14. Third Party Audit / Safety assessment.

During the year, there was no transaction requiring disclosure or reporting in respect of matters relating to:

a) issue of equity shares with differential rights as to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

c) raising of funds through preferential allotment or qualified institutions placement;

d) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and

e) instance of one-time settlement with any bank or financial institution.

The Company is a regular payer of taxes and other duties to the Government. During the year under review, the Company paid all its statutory dues & presently no dues are outstanding more than six months. The Company have generally been regularly depositing its statutory dues with the appropriate authorities.

Your Directors wish to express their heartfelt gratitude and appreciation to the Company's esteemed customers, Joint Venture Partners, shareholders, financial institutions, banks and various Government Agencies for their ongoing cooperation and support.

Additionally, the Directors extend their sincere thanks to vendors, dealers, business associates and employees for their unwavering dedication and efforts, which have contributed to exceptional overall operational performance.

Chairman

DIN: 00085848

Place: New Delhi

Date: August 10, 2024