Lumax Industries Ltd

TO THE MEMBERS,

The Board of Directors ("Board") have pleasure in presenting the 44th Annual Report on the business and operations together with Audited Financial Accounts of Lumax Industries Limited ("the Company") for the Financial Year ended March 31, 2025.

1. FINANCIAL PERFORMANCE- STANDALONE & CONSOLIDATED

The highlights of standalone and consolidated financial performance of the Company are as follows:

a. COMPANY PERFORMANCE Standalone:

On standalone basis, the revenue from Operations during FY 2024-25 stood at Rs. 340,039.16 Lakhs as compared to Rs. 263,659.47 Lakhs in the last year registering a growth of 29%.

For FY 2024-25 the Profit before Tax (PBT) stood at Rs. 11,187.66 Lakhs as compared to Rs. 12,608.50 Lakhs in the last year. The Profit after Tax (PAT) stood at Rs. 9,151.04 Lakhs as compared to Rs. 8,607.74 Lakhs in the last year registering an increase of 6.31%. The Total Comprehensive Income increased to Rs. 9,137.57 Lakhs from Rs. 8,401.57 Lakhs in the last year registering an increase of 8.75%. The Basic and Diluted Earnings per share stood at 97.90 registering an increase of 6.32%.

Consolidated:

For FY 2024-25 on consolidated basis, the Profit after Tax (PAT) stood at Rs. 13,990.87 Lakhs as compared to Rs. 11,101.83 Lakhs registering an increase of 26.02%. The Total Comprehensive Income increased to Rs. 13,545.33 Lakhs from Rs. 10,830.57 Lakhs in the last year registering an increase of 25.06%. The Basic and Diluted Earnings per share stood at 149.67 registering an increase of 26.01%.

b. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs. 934.77 Lakhs. During the year under review, the Company has not issued shares or granted stock options or sweat equity.

c. DIVIDEND

Your Board have recommended a Dividend @ Rs. 35/- (i.e. 350%) per equity share having face value of Rs. 10/- each for the FY 2024-25 in its meeting held on May 26, 2025 subject to approval of Shareholders in the ensuing Annual General Meeting ("AGM"). The Dividend paid for the last financial year was Rs. 35/- (i.e. 350%) per Equity Share having face value of Rs. 10/- each.

The dividend pay-out for the FY 2024-25 would work out to Rs. 3,271.71 Lakhs, which is equivalent to 35.75% of the net profits of the Company during the year.

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 August 07, 2025, within the stipulated time period.

DIVIDEND DISTRIBUTION POLICY Pursuant to the amended provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has Dividend Distribution Policy in place which can be accessed on the website of the Company at https://www.lumaxworld. in/lumaxindustries/pdf/dividend-distribution-policy-lil.pdf

d. AMOUNT TRANSFER TO RESERVES

The Board of the Company do not propose to transfer any amount to reserves other than transfer of undistributed profits to surplus in statement of profit & loss.

e. PERFORMANCE OF SUBSIDIARY AND ASSOCIATE COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

"Lumax Industries Czech s.r.o." is a Wholly Owned Subsidiary (WOS) of the Company and is engaged in the business of providing technical and engineering solutions for the automotive lighting systems.

During the FY 2024-25, the profit of the WOS attributable to the Company was Rs. 40.91 Lakhs.

The Company also has one Associate Company viz. SL Lumax Limited, in which the Company holds 21.28% of equity share capital. SL Lumax Limited is based in Chennai and primarily engaged in manufacturing of automotive components which includes lamp assemblies, chassis, mirror and front-end modules (FEM).

During FY 2024-25, the Associate's profit attributable to the Company was Rs. 7,472.23 Lakhs as compared to the Rs. 5,811.63 Lakhs in the last year.

In accordance with the provisions of the Companies Act, 2013 (‘'the Act'') and Regulation 33 of the Listing

Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2024-25, together with the Auditors' Report form part of this Annual Report.

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 the WOS and Associate Company, included in the Consolidated Financial Statement (CFS) is presented in a separate section in this Annual Report in the prescribed Form AOC-1.

In accordance with Section 136 of the Act, the electronic copy of Financial Statements of the WOS and Associate Company shall be available in the investor section of website of the Company at https://www.lumaxworld.in/ lumaxindustries/associate-financials.html. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office of the Company. The Financial Statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at https://www. lumaxworld.in/lumaxindustries/index.html.

2. STATE OF COMPANY'S AFFAIRS

In FY 24-25, the industry recorded sales growth of 6.46 percent. While the passenger vehicle grew by 4.87 percent, two wheelers were up 7.71 percent. In contrast, FY23 and FY24 saw double-digit sales growth of 20.86 per cent and 10.29 per cent year on year, respectively. Further India's EV Market is experiencing steady growth fuelled by government initiatives and a slew of new product launches. Total EV penetration in India across vehicle categories reached 7.8 per cent in the fiscal year ending March 2025 up from 7.1 per cent in FY 24 - indicating a modest increase of less than one per cent. At Bharat Mobility Global Expo 2025, PV industry saw EV Lineups from all major OEM's due to which the segment is expected to reach an inflection point this year with EV penetration of 4.5 ~ 5 per cent.

Presently Two-Wheeler segment is leading the growth by volume accounting for nearly 60% of all EV's sold in the country. Although the EV segment has surpassed the 1 million mark for the first time in the country, recording sales of 1,149,422 units compared to 948,518 units in FY 24, thereby marking a 21 per cent YoY but the highest penetration level is seen in the three-wheeler segment where the cargo category of vehicles recorded a significant growth, bolstered by the thriving logistics and e-commerce sectors and improved cost efficiency. On the other hand, Electric PV's recorded sales of 1,07,645

units in FY 25, up from 91,506 units in FY 24, surpassing the 1 lakh mark. However, EV penetration in the PV industry remained at 2.6 per cent in FY 25.

In FY 25, Lumax has recorded growth that outpaced the overall growth of the automobile industry, reflecting strong market position, strategic initiatives and continued customer trust. Further in response to the strong market demand the Company successfully transitioned from traditional bulb technology to energy efficient LED solutions, resulting in a significant increase in revenue and enhanced market positioning.

In view of a robust order book and the onboarding of new OEMs, the Company is undertaking significant investments to upgrade its existing manufacturing facilities. These upgrades aim to enhance capacity, improve efficiency, and ensure readiness for future volumes. Additionally, the Company is actively pursuing localisation of Printed Circuit Boards (PCBs) to reduce dependence on imports and mitigate associated supply chain risks. These strategic initiatives are aimed at strengthening customer confidence and securing long-term business commitments. Further, to maintain a competitive edge in the market, the Company has also made substantial investments in its R&D capabilities, including the establishment of a new R&D office in Pune. This expansion reinforces the Company's commitment to innovation, product development, and technological leadership.

Driving Force to Achieve Excellence within Organization

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

- Strong connect within the organisation 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

Future Approach

A strategic focus on capitalizing emerging opportunities in the passenger vehicle segment is driving demand for high-value components.

The Company is actively exploring future growth in the electric vehicle (EV) space by identifying and engaging with potential partners to leverage this evolving market. Efforts are underway to introduce new technologies aligned with the market's shift toward the premium segment, with a particular emphasis on Advanced Driver Assistance Systems (ADAS).

A strong emphasis is placed on becoming a self-reliant supplier by enhancing in-house R&D capabilities. This includes the establishment of a dedicated R&D center aimed at building software development capabilities, with a key focus on Software-Defined Vehicles (SDVs), to meet the evolving needs of OEMs.

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

This year, your Company took following key initiatives to strengthen the digital foundation:

- SAP ERP Migration to RISE with SAP

- Enhanced Cybersecurity

- Operational Data Accuracy

- HRMS Enhancement

Strengthening Cyber Security and Digital Integration

I n FY 2024-25, the Company prioritized cyber security and digitalisation to support its growing reliance on cloud infrastructure and deeper digital operations.

Cyber Security Enhancements

Your Company implemented Zscaler Zero Trust solutions (ZTNA/ZPA), reinforcing its defence posture with:

- Identity and context based access control, ensuring no implicit trust for any user or device.

- Minimized lateral threat movement, significantly reducing the risk of internal breaches.

- Enhanced regulatory compliance and system resilience, aligning with modern security frameworks.

This Zero Trust architecture now forms the backbone of Company's ISO 27001-aligned security strategy, designed to counter evolving threats.

Leveraging IT & Digital Tools in R&D and Manufacturing

In FY 2024-25, the Company intensified its digital efforts to boost innovation, efficiency, and product quality across R&D and manufacturing.

These digital integrations have delivered tangible gains in speed, precision, and responsiveness -laying the groundwork for a more agile and future-ready enterprise.

Adapting to Electric & Connected Vehicle Transformation

To align with the automotive industry's evolution, the Company is leveraging IT and digital tools in the following key areas:

- Digital Product Development

- Smart Manufacturing Integration

- OEM Collaboration

- Product Innovation for EVs

These initiatives are positioning the Company to deliver innovative, OEM-aligned solutions in the electric and connected vehicle space.

Workforce Upskilling for Digital Transformation

Through the following key initiatives, the IT & Digitalisation teams are trying to ensure a future-ready workforce:

- Digital Literacy & Tool Training

- AI & Automation Awareness

- Function-Specific Upskilling

- Leadership Enablement

Plans for Strengthening OEM Collaboration via Digital Platforms

Your Company is trying to enhance collaboration with automotive OEMs through:

Cloud-Based Design Platforms: Enabled real-time design iterations and faster approvals, reducing time-to- market.

Co-Development Frameworks: Digital integration of R&D workflows ensured seamless product co-engineering. Aftersales Support Tools: Introduced digital tracking and feedback systems to enhance post-delivery service quality.

These efforts are directly contributing to customer stickiness, faster innovation cycles, and stronger alignment with focus on customer-centricity and digital excellence.

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.

a. CAPACITY EXPANSION & MODERNIZATION OF FACILITIES

The Company is constantly expanding the boundaries of its existing facilities and during the year under review, the Company has invested Rs. 23,353.97 Lakhs towards capacity expansion of its manufacturing facilities. Further, an expenditure to the tune of Rs. 1,986 Lakhs was done on Research and Development facilities of Chakan and Gurugram.

b. TECHNOLOGY, INNOVATION AND QUALITY

Lumax Industries continues to advance its innovation- led agenda by expanding its research and development footprint. During the year, two new R&D centres were established at Gurgaon and Pune — both key automotive manufacturing hubs — further strengthening

the Company's proximity to OEMs and facilitating faster turnaround in product development.

Lighting technology remains central to Company's strategy, and its EV-agnostic nature reinforces broad acceptance across both electric and conventional vehicle platforms. With growing demand for intelligent mobility solutions, lighting has emerged as a significant vehicle differentiator for OEMs, not only functionally but as a tool to express brand identity and aesthetic signature. Regulatory frameworks now permit advanced lighting integrations such as illuminated logos, full front grille applications, and decklid animations, providing design studios with an expanded canvas to craft high-impact visual experiences. Complex lighting features — including welcome/goodbye sequences, charging status indicators, and dynamic signal animations — are becoming mainstream, driven by the increasing electronic and software content in next-generation vehicles.

I nnovation remains at the heart of Company's evolution. Till 2024-25, Lumax Industries was awarded 5 patents, filed 20 new patents, and secured 19 design registrations, reflecting a robust pipeline anchored in advanced lighting and electronic technologies.

Engineering and Product Development

The Company is actively developing the foundational technologies required to support future-ready vehicles. Focus areas include low-profile headlamp efficiency, hidden-until-lit functionalities, and ultra-homogeneous signal performance. These are being achieved through targeted investments in technical training, proprietary engineering tools, and cross-functional collaboration across our R&D ecosystem in India.

New lighting features are designed with a sharp focus on balancing styling needs with core performance metrics such as energy efficiency, weight optimization, sustainability, and cost competitiveness, particularly suited to the Indian market.

Company's Centers of Competency continue to grow in capability and scale. The Company leverages technical centers in Czech Republic and Taiwan to build synergies, transfer know-how, and maintain cost-efficient operations while delivering technologically advanced solutions to global and domestic customers. Commitment to Governance and Future Outlook Lumax Industries remains deeply committed to the highest standards of Corporate Governance, viewing it as a moral imperative beyond regulatory compliance. The Company operates on principles of fairness, trust, transparency, and is guided by its core values of Respect, Integrity, Passion, and Excellence.

Overall, FY 2024-25 marked meaningful progress across all strategic and operational dimensions. The management remains confident in its ability to deliver sustainable value and outperform industry benchmarks. The long-term outlook for the Company is strong, supported by a clear innovation roadmap and robust market alignment.

c. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under the provisions of Regulation 34 of the Listing Regulations read with Schedule V thereto, Management Discussion & Analysis Report forms an integral 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 the Financial Year under review.

d. Key Business Developments

During the year under review, the Company's turnover has increased as its manufacturing plant situated at Plot No A 79, Block - C, Horizon Industrial Park, Village - Sawardari, Chakan, Pune - 410501 Maharashtra has been fully operationalized. Also the Company has got the new orders for which the Company is exploring the opportunity for eastablishing its new manufacturing plant at Bengaluru.

The Manufacturing operations of Sanand Plant 2 located at Plot no. D-2, Tata Vendor Park, North Kotpura, Chharodi, Sanand, Ahmedabad, Gujarat was shifted to and merged with existing Sanand Plant 3 located at E-1, Tata Nano Vendor Park, Revenue Survey Number-1, North Kotpura, Sanand, Ahmedabad- 382110, Gujarat in February, 2025.

e. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY During the financial year ended March 31, 2025, there was no change in the nature of business of the Company.

a. CORPORATE GOVERNANCE

The Report on Corporate Governance together with the Auditor's Certificate regarding the 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 an Annexure - B.

(i) DIRECTORS

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

During FY 2024-25, the following changes took place on the Board of the Company:

- Mr Toru Tanabe resigned from the position of Non-Executive Director (Nominee - Stanley Electric Co. Ltd., Japan) of the Company w.e.f. May 24, 2024

- Mr Tomohiro Kondo was appointed as an Additional Non-Executive Director on the Board of the Company with effect from May 25, 2024, which was subsequently approved by Shareholders through Postal Ballot on August 02, 2024.

- Mr Yoshitsugu Matsushita, resigned from the position of Non-Executive Director (Nominee Stanley Electric Co. Ltd., Japan) of the Company with effect from August 08, 2024

- Mr Tetsuya Hojo was appointed as an Additional Non-Executive Director on the Board of the Company with effect from August 09, 2024, which was subsequently approved by Shareholders in the AGM held on September 27, 2024.

- Mr Avinash Parkash Gandhi, Mr Rattan Kapur and Mr Dhiraj Dhar Gupta ceased to be Non-Executive Independent Directors of the Company w.e.f. the close of business hours of August 21, 2024 consequent upon completion of second term of 5 years.

- Ms Pallavi Dinodia Gupta, Mr Harish Lakshman and Mr Pradeep Singh Jauhar were appointed as Non-Executive Independent Directors of the Company w.e.f. August 22, 2024 for a term of 5 years, which were subsequently approved by Shareholders in the AGM held on September 27, 2024.

Post March 31, 2025, till the date of this report, following changes have taken place in the Board Composition:- Mr Tetsuya Hojo, resigned from the position of Non Executive Director (Nominee of Stanley Electric Co. ltd, Japan) of the Company w.e.f May 26, 2025

- Mr Kenjiro Nakazono was appointed as additional Executive Director on the Board of the Company w.e.f May 27, 2025.

The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, in its meeting held on May 26, 2025 has approved the following re-appointments and have recommended the same for the approval of the Shareholders in the ensuing AGM:

• Appointment of Mr Kenjiro Nakazono (DIN: 08753913) as a Whole-time director (Key Managerial Personnel) of the Company for the period of 3 years

• Re-appointment of Mr Deepak Jain (DIN:00004972) as Chairman and Managing Director (Key Managerial Personnel) of the Company for the period of 5 years

• Re-appointment of Mr Anmol Jain (DIN: 00004993) as Joint Managing Director (Key Managerial Personnel) of the Company for the period of 5 years

• Re-appointment of Mr Raajesh Kumar Gupta (DIN:00988790) as an Executive Director - Whole Time Director (Key Managerial Personnel) of the Company for a further period of 3 years

• Re-appointment of Mr Vikrampati Singhania (DIN:00040659) as an Independent Director for second term of 5 years

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

I n 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 Raajesh Kumar Gupta, Executive Director (DIN: 00988790) and Mr Tadayoshi Aoki, Executive Director (DIN:08053387) are liable to retire by rotation at the ensuing AGM and being eligible, offer themselves for reappointment.

The Board of Directors in their meeting held on May 26, 2025 considered and recommended to the members the reappointment of Mr Raajesh Kumar Gupta and Mr Tadayoshi Aoki in the ensuing AGM of the Company.

Brief profile of Mr Raajesh Kumar Gupta and Mr Tadayashi Aoki is provided in the notice of AGM. INDEPENDENT DIRECTORS

As on March 31, 2025, the Board had 6 (Six) Independent Directors, including two woman Independent Directors, representing diversified fields and expertise.

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 Companies (Appointment and Qualification of Directors) Rules, 2014.

Further, as stipulated under the Regulation 17(10) and 19 read with Schedules of Listing Regulations, an evaluation exercise of Independent Directors on the Board as on March 31, 2025 was conducted by the Nomination and Remuneration Committee and the Board of the Company. The Board members satisfied themselves with the performance and contribution of all the Independent Directors.

Details are provided in the relevant section of the Corporate Governance Report.

(II) KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2025, Mr Deepak Jain, Chairman & Managing Director, Mr Anmol Jain, Joint Managing Director, Mr Raju Bhauso Ketkale, Chief Executive Officer, Mr Tadayoshi Aoki, Whole Time Director, Senior Executive Director, Mr Raajesh Kumar Gupta, Executive Director and Company Secretary and Mr Ravi Teltia, Chief Financial Officer were acting as Key Managerial Personnel (KMPs) of the Company as per the provisions of the Act.

Following changes in the KMPs of the Company took place during the Financial Year under review:

- Mr Vishnu Johri resigned from the position of Chief Executive Officer of the Company with effect from June 30, 2024

- Mr Raju Bhauso Ketkale was appointed as a Chief Executive Officer of the Company with effect from July 01, 2024.

c. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the FY 2024-25, the Board met Six (6) times on May 24, 2024, June 08, 2024, August 08, 2024, August 20, 2024, November 12, 2024, and February 10, 2025. 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 the Independent Directors of the Company was held on March 28, 2025, without the presence of Non-Independent Directors and Members of the management, to review the performance of NonIndependent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, NonExecutive, Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board.

d. DIRECTOR'S RESPONSIBILITY STATEMENT

I n 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, 2025 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 as on March 31, 2025 and of the profit and loss of the Company for that period;

(iii) 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 are adequate and operating effectively;

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

e. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The requisite declarations as per the Regulation 16 (1)

(b) and Regulation 25 of Listing Regulations read with the provisions of Section 149 (6) of the Act, have been received from 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 declaration 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.

f. BOARD DIVERSITY AND POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Pursuant to the provisions of Section 178(1) of the Act and

Regulation 19(4) read with Part D of Schedule II of Listing Regulations, the Company has in place the Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and Other Employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act.

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 main features of the Nomination & Remuneration Policy 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;

• 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/lumaxindustries/ pdf/nomination-and-remuneration-policy-of-directors- key-managerial-personnel-and-other-employees.pdf https://www.lumaxworld.in/lumaxindustries/pdf/policy- on-diversity.pdf

g. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

One of the key responsibilities and role endowed on the Board is to monitor and evaluate the performance of the Board, its Committees and Directors.

Accordingly, in line with applicable provisions of the Act and Listing Regulations, the annual performance 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 management and the Board, its overall diversity, and analysis of the Board and its Directors' functioning.

Evaluation Technique

• The evaluation methodology involves discussion on questionnaires consisting of certain parameters, 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 Directors and Independent Directors is evaluated by other Board Members based on criteria like managing relationship, Knowledge and skill, personal attributes, 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.

• Further, th e assessment of Chairman & Managin g Director's performance is done by each Board Member on similar qualitative parameters.

EVALUATION OUTCOME

The feedback of the evaluation exercise and inputs of Directors are collated and presented to the Board and an action plan to further improve the effectiveness and efficiency of the Board and Committees is discussed.

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 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 Chairman's performance was found satisfactory in effective and efficient discharge of his day-to-day roles and responsibilities while aligning with the Company's strategy and long-term goals.

The Executive Directors and Non-Executive Directors provides 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.

h. AUDIT COMMITTEE & COMPOSITION

The Composition of the Audit Committee is in alignment with the provisions of Section 177 of the Act read with rules framed thereunder and Regulation 18 of the Listing Regulations. The members of the Committee are financially literate and having expertise of financial management.

As on March 31, 2025, the Audit Committee of the Board comprised of Six (6) Members viz. Mr Rajeev Kapoor (Chairman), Mr Vikrampati Singhania, Ms Pallavi Dinodia Gupta, Ms. Ritika Sethi (Independent Directors), Mr Deepak Jain and Mr Tadayoshi Aoki (Executive Directors), as Members.

The Company Secretary acts as a Secretary to the Audit Committee.

During the year under review, consequent upon the cessation as Non-Executive Independent Directors of the Company w.e.f. the close of business hours of August 21, 2024, Mr Avinash Parkash Gandhi, Mr Rattan Kapur and Mr Dhiraj Dhar Gupta ceased to be the Member of the Audit Committee and accordingly the Board of Directors in their meeting held on August 20, 2024 reconstituted the Audit Committee to present composition.

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 of Audit Committee made to the Board of Directors were duly accepted by the Board of Directors.

The details regarding brief terms of reference and Meetings of the Audit Committee held during the Financial Year under review along with the attendance of the members have been provided in the Corporate Governance Report which forms part of this Report.

i. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During FY 2024-25, all the Related Party Transactions entered into by the Company were in ordinary course of business and on an arms-length basis. All Related Party Transactions, which are foreseen and repetitive in nature,

are placed before the Audit Committee on a yearly basis for obtaining prior omnibus approval of the Committee.

The transactions entered into pursuant to the omnibus approval are placed before the Audit Committee for review and approval on quarterly basis. All Related Party Transaction are subjected to independent review by a reputed accounting firm to establish compliance with the provision of the Act and Listing Regulation. The details of Related Party Transactions undertaken by the Company which fall under the purview of "Materiality"as per Listing Regulations and Policy Document on Materiality and Dealing with Related Party Transactions of the Company are attached in Form AOC-2 as an Annexure - C to this Report. Further, the Shareholders approval on such Material Related Party Transactions had been taken at the Annual General Meeting of the Company held on September 27, 2024. The details of the Related Party transactions as per IND AS 24 are set out in the notes to the financial statement to the Company.

The Company has formulated a Policy document on Materiality and dealing with Related Party Transactions, which is available on the Company's website at https://www.lumaxworld.in/lumaxindustries/pdf/policy- document-on-materiality-and-dealing-with-related-party- transactions.pdf.

. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism named Vigil Mechanism/Whistle Blower Policy for Directors, employees and business associates to report to the Management, concerns about unethical behavior, 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. This mechanism provides for adequate safeguards against unfair treatment of 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 https://www. lumaxworld.in /lumaxindustries/pdf/vigil-mechanism- whistle-blowerpolicy_LIL.pdf. 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 incidents, 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 the above mechanism was reported.

k. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY

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/lumaxindustries/pdf/code-of- conduct-for-directors-and-senior-management-final.pdf. Annual affirmations for adherence to the Code are also obtained by the Company from its Directors and Senior Management on an annual basis.

l. PARTICULARS OF REMUNERATION OF DIRECTORS AND OTHER EMPLOYEES

I nformation 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.

The Annual Report is being sent to the Shareholders of the Company excluding information required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Shareholder interested in obtaining a copy of such statement may write to the Company Secretary of the Company at lumaxshare@lumaxmail.com..

m. COMPLIANCE MANAGEMENT FRAMEWORK

The Company has a robust and effective framework for monitoring compliances with applicable laws. The Company has installed a Software namely AVACOM (Team Lease Product) 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.

n. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

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

o. HUMAN RESOURCES

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

a. Adequacy of Internal Financial Control with reference to Financial Statements

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 Statements reviewed/audited by its Statutory Auditors in due compliance with the Act and the Listing Regulations.

The Company uses an established SAP ERP 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 had upgraded its existing SAP system to SAP S/4 HANA RISE System.

b. RISK MANAGEMENT POLICY

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/lumaxindustries/pdf/risk- management-policy-lil.pdf.

Statutory Auditors

S.R. Batliboi & Co. LLP, Chartered Accountants (FRN: 301003E/E300005) were appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of the 41st Annual General Meeting of the Company held on July 22, 2022 to hold office till the conclusion of the 46th AGM of the Company to be held in the year 2027.

S.R. Batliboi & Co. LLP, Chartered Accountants have also furnished a certificate confirming that they are not disqualified from continuing as Auditors of the Company. Statutory Auditors Report

The Report given by S.R. Batliboi & Co. LLP, Chartered Accountants on the Financial Statements of the Company for the FY 2024-25 forms part of the Annual Report. There is no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Report.

Cost Auditors

I n 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, for the audit of the cost accounts of the Company for the FY 2025-26.

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. 1.75 Lakhs (Rupees One Lakh Seventy-Five Thousand only) excluding taxes and out of pocket expenses, if any, payable to M/s Jitender, Navneet & Co. is included in the Notice convening 44th AGM of the Company.

Cost Audit Report

The Cost Audit Report for FY 2023-24 did not contain any qualification, reservation, or adverse remark. The Cost Audit Report for FY 2024-25 will be submitted within the prescribed timelines.

Disclosure on Maintenance of Cost Records as Specified by Central Government under Sub Section (1) of Section 148

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

In accordance with Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors, on the recommendation of the Audit Committee, had approved and recommended to the Members, the appointment of Mr. Maneesh Gupta, Practicing Company Secretary (FCS No.: 4982, CP No.: 2945 and Peer Review Certificate No.: 2314/2022), as Secretarial Auditors of the Company to hold office for Five consecutive years, from FY 2025-26 to FY 2029-30. Mr. Maneesh Gupta holds peer review certificate issued by the Peer Review Board of Institute of Companies Secretaries of India. The resolution for seeking approval of the members of the Company for the appointment of Mr. Maneesh Gupta as the Secretarial Auditor is provided in the Notice of the ensuing AGM along with his brief profile and other relevant details.

Mr. Maneesh Gupta, Practicing Company Secretary, has consented to act as the Secretarial Auditors of the Company and have confirmed that his appointment, if approved, would be within the prescribed limits under the Act & relevant Rules, and Listing Regulations. He has also affirmed that he is not disqualified from being appointed as the Secretarial Auditors under the applicable provisions of the Act, its Rules, and the Listing Regulations.

Annual Secretarial Audit Report & Annual Secretarial Compliance Report

The Secretarial Audit Report for the Financial Year ended March 31, 2025 under the Act, read with Rules made thereunder and Regulation 24A (1) of the Listing Regulations is set out in the Annexure - E to this Report. There are no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Pursuant to Regulation 24A(2) of 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 in this regard which is further required to be submitted to Stock Exchanges within 60 days of the end of the financial year.

The Company has engaged the services of Mr Maneesh Gupta (FCS 4982), PCS and Secretarial Auditor of the Company for providing this certification for FY 2024-25.

Accordingly, the Company has complied with the above said provisions and an Annual Secretarial Compliance Report for FY 2024-25 has been submitted to the Stock Exchanges within stipulated time.

Internal Auditors

I n 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 2024-25 was carried out by Grant Thornton Bharat LLP.

Further, the Board in their meeting held on May 26, 2025 has re-appointed Grant Thornton Bharat LLP as Internal Auditors for the FY 2025-26.

d. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, no frauds were reported by Statutory Auditors or the Secretarial Auditor against the Company which needs to be mentioned in this Report

5. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND INITIATIVES

The Company's CSR objective is to give back to the society and contribute to the nation's development through its initiatives.

By creating social and environmental value, a well- planned CSR program enhances and impacts communities. Good health and Quality education for the less fortunate segments of society have been the Company's main focus. The Sustainable Development Goals and Schedule VII address the Company's areas of concentration. By providing career counselling and guidance, mainstreaming students especially girl child into formal schools, providing learning aids, books, other educational materials and expanding opportunities for a holistic education, the Company continued to assist the present educational institutions throughout the year. As part of its health activities, the Company prioritises preventive healthcare initiatives by regularly conducting health check-up camps for cataract procedures, cancer awareness and screening camps, as also contributing end-to-end assistance to children suffering from juvenile diabetes.

The Lumax Charitable Foundation ("Foundation"), the Company's CSR arm/trust, is principally responsible for conducting the CSR projects and programs. The Foundation focuses on providing healthcare and education to underprivileged students and communities around Company's plant locations, with a special focus on girls and women.

I n 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. 154.59 Lakhs after setting off an excess amount of Rs. 23.44 Lakhs excess spent during earlier years against which the Company has actually spent Rs. 157.80 Lakhs including the administrative expenses. During the year, the Company has also got Impact Assessment on a voluntary basis.

The Company has constituted a CSR Committee of the Board and also developed & implemented a CSR Policy in accordance with the provisions of the Act. The Committee monitors and oversees various CSR initiatives and activities of the Company

KEY CSR ACTIVITIES

The organisation provides holistic education opportunities and preventative and curative health support as part of its commitment to the Sustainable Development Goals of "Quality Education" and "Good Health." These activities and initiatives are led by the Lumax Charitable Foundation staff and its implementation partners.

EDUCATION

Aiming to deliver holistic and quality education, the interventions include, girl child enrolment in formal schools, learnings aids, beyond school learning programes. The goal is to provide and enable students from underserved communities to enhance their learning experience through continual life-skills and soft-skills training, comprehensive career counselling, and field excursion trips. The programs also assists in providing need based and merit based 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.

HEALTH

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. Children afflicted with juvenile diabetes from underserved communities are supported.

Constitution of CSR Committee As on March 31, 2025, the CSR Committee of the Company comprised of three (3) Members namely, Mr Deepak Jain (Chairman), Ms Pallavi Dinodia Gupta (Independent Director) and Mr Anmol Jain (Executive Director).

During the year under review, consequent upon the cessation of Mr. Avinash Parkash Gandhi, as NonExecutive Independent Director of the Company w.e.f. the close of business hours of August 21, 2024 of the Board of Directors in their meeting held on August 20, 2024 reconstituted the CSR Committee and inducted Ms Pallavi Dinodia Gupta as a Member of the Committee w.e.f. August 22, 2024.

The details of the CSR Policy of the Company are also available on the website of the Company at https://www.lumaxworld.in/lumaxindustries/pdf/ corporate-social-responsibility-policy.pdf.

The contents of the said policy are as below:

a. Background & CSR Philosophy

b. Scope & Purpose

c. Constitution of CSR Committee

d. Composition & Role of CSR Committee

e. Implementation of CSR Projects, Programs and Activities

f. Allocation of Budget

g. Treatment of Unspent CSR Expenditure

h. Lumax domains of engagement in accordance with Schedule VII

i. Monitoring and Review Mechanism

j. Impact Assessment

k. Reporting

l. Management Commitment

The Annual Report on CSR for FY 2024-25 as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, in the prescribed format is annexed as an Annexure - F to this Report.

Material Changes and Commitments

There were no material changes and commitments which have occurred after the end of the financial year ended March 31, 2025 till the date of this Report that affects the financial position of the Company.

Particulars of Loans, Guarantees and Investments The particulars of Investments and Loans as on March 31, 2025 as covered under the provisions of Section 186 of the Act is given in the Notes to Financial Statements of the Company. The Company has not given any guarantees during the year under review.

I nformation on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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 their operations with energy efficient technologies and offtake of electricity from renewable sources wherever feasible. 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, Technology Absorption and Foreign Exchange Earning and Outgo, etc. as required under Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as an Annexure - G to this Report. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website on https://www.lumaxworld.in/ lumaxindustries/annual-return.html Details of Deposits

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 any provisions of the said Section are not applicable to the Company.

Names of Companies which have become or ceased to be Its Subsidiaries, Joint Ventures or Associate Companies during the Year

During the FY 2024-25, there was no Company which

became or ceased to be the Subsidiary, Joint Venture or Associate of the Company.

Significant and Material Orders passed by the Regulators or Courts

There are 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.

Constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)

As per Section 134(3) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, a "Statement that the Company has complied with the provisions related to Constitution of Internal Complaints Committee 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 the Company is in compliance with and has adopted the Policy on Prevention 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 Committee meets as and when required and provides a platform for female employees for registration of concerns and complaints, if any.

During the year under review i.e. FY 2024-25, Seventy one (71) training sessions were held across all manufacturing and office locations to discuss on strengthening the safety of employees at workplace. In addition, the awareness about the Policy and the provisions of POSH was also carried out in the said meetings. 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. Environment, Health, Safety

The Company is deeply committed to protecting the wellbeing 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.

Key aims and objectives achieved in FY 2024-25 includes:

• Zero Cases of Major Incidences & Fire Cases.

• 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 poten tial 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 safety of everyone involved.

• Team Approach to Safety Objectives: - Teams within the Company collaborated to achieve key safety goals, making it easier to enhance safety throughout the organization.

• Strong Safety Management System and Committees: - The Company upheld a strong safety management system, with safety committees playing 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 meetings at all levels of the Company. This approach ensured that safety practices were regularly followed and fostered a culture of ongoing improvement in safety standards.

Apart from the above, the Company has also performed below activities in FY 2024-25 sincerely:

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, NearMiss, 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 done 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 done.

15. Safety Alerts & Best practices Sharing & its implementation..

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5), 125 and other applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (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.

Further, pursuant to provisions of Section 124(6) of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares in respect of which Dividend has not been claimed or unpaid for seven (7) consecutive years or more shall also be transferred to the Demat account of IEPF Authority. The said provisions do not apply to shares in respect of which there is a specific Order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

Accordingly, the details relating to amount of Dividend transferred to the IEPF and corresponding shares on which Dividends were unclaimed for seven (7) consecutive years, are provided in the Report on Corporate Governance annexed to this Report.

Transfer of Unpaid/unclaimed dividend and underlying shares for FY 2017-18

The last date for transfer into IEPF of the Unpaid/ Unclaimed Dividend lying in the Unpaid Dividend Account of the Company for the FY 2017-18 is September 20, 2025. 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 August 22, 2025.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATED PERSONS (CODE OF CONDUCT)

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated

Persons [Pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015]. 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 and Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

This Code includes a Policy and Procedure for Inquiry in case of leakage of UPSI or suspected leakage of UPSI. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of the Listing Regulations forms part of this Annual Report. DISCLOSURE FOR COMPLIANCE OF SECRETARIAL STANDARDS

The Board states that the Company has complied with the Secretarial Standard-1 (Meetings of Board of Directors) and Secretarial Standard-2 (General Meetings) issued by the Institute of Company Secretaries of India.

GENERAL

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

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

(b) i ssue 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) i nstance of one-time settlement with any bank or financial institution.

CONTRIBUTION TO EXCHEQUER

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 undisputed dues are outstanding for more than six months. The Company generally ensures payment of all dues to exchequer well within time line as applicable.

7. ACKNOWLEDGEMENT

The Board of Directors would like to place on record its deep appreciation and heartfelt gratitude to all stakeholders — including shareholders, employees, investors, bankers, customers, suppliers, government authorities, stock exchanges, depositories, auditors, legal advisors, consultants, business partners, and service providers — for their continued trust, commitment, and support.

The Board further extends its sincere thanks to each member of the Lumax Family for their dedicated efforts and contributions during the past year. A special note of appreciation is also extended to Stanley Electric Co., Limited for their steadfast support and valued partnership throughout the year.