Lumax Industries Ltd Directors Report

TO THE MEMBERS,

The Board of Directors ("Board") have pleasure in presenting the 43rd Annual Report on the business and operations together with Audited Financial Accounts of the Company ("the Company") for the Financial Year ended March 31, 2024.

1. FINANCIAL PERFORMANCE- STANDALONE & CONSOLIDATED

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

(Rs. in Lakhs unless otherwise stated)

Particulars	Standalone		Consolidated
	For the Financial Year ended March 31		For the Financial Year ended March 31
	2024	2023	2024	2023
Revenue from contracts with Customers	263,659.47	231,952.34	263,659.47	231,952.34
Other Income	3,763.15	1,468.43	1,138.95	1,468.43
Total Income	267,422.62	233,420.77	264,798.42	233,420.77
Total Expenses	254,814.12	222,133.32	254,692.66	222,133.33
Profit before exceptional items, income tax and share in profit of associate	12,608.50	11,287.45	10,105.76	11,287.44
Exceptional item	-	(543.83)	-	(543.83)
Share of profit of Associate	-	-	5,811.63	4,170.54
Profit Before Tax	12,608.50	10,743.62	15,917.39	14,914.15
Tax Expenses	4,000.76	3,680.03	4,815.56	4,606.13
Profit After Tax	8,607.74	7,063.59	11,101.83	10,308.02
Other Comprehensive Income that will not be reclassified to profit or (loss)	(206.17)	68.33	(271.26)	137.45
Total Comprehensive Income	8,401.57	7,131.92	10,830.57	10,445.47
Paid-up Equity Share Capital (Face value of Rs. 10/- Per share)	934.77	934.77	934.77	934.77
Earnings Per Share (EPS)
Basic/Diluted (In Rs.)	92.08	75.57	118.77	110.27

a. COMPANY PERFORMANCE Standalone:

On standalone basis, the revenue from contracts with customers during the Financial Year 2023-24 stood at Rs. 263,659.47 Lakhs as compared to Rs. 231,952.34 Lakhs in the last year registering a growth of 13.67%.

For the Financial Year 2023-24, the profit before exceptional items and income tax stood at Rs. 12,608.50 Lakhs as compared to Rs. 11,287.45 Lakhs in the last year witnessing an increase of 11.70%. The Profit before Tax (PBT) after exceptional items stood at Rs. 12,608.50 Lakhs as compared to Rs. 10,743.62 Lakhs in the last year registering an increase of 17.36%. The Profit after Tax (PAT) stood at Rs. 8,607.74 Lakhs as compared to Rs. 7,063.59 Lakhs in the last year registering an increase of 21.86%. The Total Comprehensive Income increased to Rs. 8,401.57 Lakhs from Rs. 7,131.92 Lakhs in the last year registering an increase of 17.80%. The Basic and Diluted Earnings per share stood at Rs. 92.08 registering an increase of 21.85%.

Consolidated:

For the Financial Year 2023-24 on consolidated basis, the Profit after Tax (PAT) stood at Rs. 11,101.83 Lakhs as compared to Rs. 10,308.02 Lakhs registering an increase of 7.70%. The Total Comprehensive Income increased to Rs. 10,830.57 Lakhs from Rs. 10,445.47 Lakhs in the last year registering an increase of 3.69%. The Basic and Diluted Earnings per share stood at Rs. 118.77 registering an increase of 7.71%.

b. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2024 was Rs. 934.77 Lakhs. During the year u nder 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 2023-24 in its meeting held on May 24, 2024 subject to approval of Shareholders in the ensuing AGM ("AGM"). The Dividend paid for the last financial year was Rs. 27/- (i.e. 270%) per Equity Share having face value of Rs. 10/- each.

The dividend pay-out for the FY 2023-24 would work out to Rs. 3,271.71 Lakhs, which is equivalent to 38% of the net profits of the Company during the year as against the pay-out of Rs. 2,523.89 Lakhs in last FY 2022-23.

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 Cut-off date fixed by the Board, 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 2023-24, the profit of the WOS attributable to the Company was Rs. 163.20 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 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 2023-24, the Associates profit attributable to the Company was Rs. 5,811.63 Lakhs as compared to the Rs. 4,170.54 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 2023-24, 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/ lumax industries/ 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 COMPANYS AFFAIRS

The fiscal year 2023-24 was a significant year for the Indian automotive segment especially for the passenger vehicle segment where India maintained its 3rd position after China and United States. The passenger vehicle segment recorded a growth of 6% in production vis-avis the last year. Two-wheeler segment showed a decent growth of 9% indicating the strong economic growth. With the significant new model launches and the trust shown by the Original Equipment Manufacturers (OEMs), 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 technological advancements happening in the automotive industry and with increased focus of OEMs on localization, the Company invested significantly on its R&D facility and opening of new R&D office at Gurgaon to maintain the competitive edge against the competition.

This has been evident with the strong order book that the Company maintains with the development and production of new technology parts.

The Company with the new launches planned in the FY 2024-25, started new manufacturing plant in the western region coupled with expansion in the Gujarat region. The new facility will support existing and new customers with the supplies of future generation of automotive lamps. In FY 2024-25, the Company is planning to venture into a new vertical with the introduction of Automotive Heater Control Panel for a prestigious OEM. The product shall enable the Company to expand the horizon into a new segment with support from its partners.

The technology has been changing and evolving rapidly, and in order to always be ahead with the competition, the Company has been focussing on strengthening its R&D capability. In this direction the Companys Wholly Owned Subsidiary in Czech Republic is playing a pivotal role to further enhance the skill of the local staff with exposure to new futuristic technologies.

With the introduction and emphasis of localization by OEMs, to avoid the risks associated with the supply chains, Lumax 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.

This year, the 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 and Business

• Finance and Accounts

• Banking

• Legal and Secretarial etc.

On the ERP front, the Company has upgraded its existing SAP system to SAP S/4 HANA RISE and all SAP servers will now be hosted in Googles 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 domestic and international suppliers. All schedules are generated through SAPs Material Resource Planning (MRP) system, which integrates with LSETU in real time. Suppliers must create Advance Shipment Notes before sending deliveries, and they can check real-time delivery payment status.

To reinforce 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 is experiencing an increased interest to implement high level technology in future vehicles. The accelerated interest in the Electric Vehicle (EV) segment, is resulting in a growing spend on lighting technologies. OEMs are using lighting as the differentiator, and to define their signature. New regulations are now allowing for lit logos, and drives lighting into full front grill and full decklid applications. This gives design studios access to a new canvas to create innovative designs that appeal to customers and give a "tech look" to their vehicles. Not only are there new lit elements on the vehicle, but now complex animation in the form of welcome and goodbye sequences, charging indication status, and completely new features that didnt exist before. This is all driven by a rapidly growing electronic and software content on the vehicle. The Customers are now benchmarking what is going on in the Chinese market, with more creative uses of lighting on their vehicles.

The Company is focused on developing the necessary building blocks to enable the industry trends and the visions given by the customers. A strong effort is being made to optimize the efficiency of low-profile headlamps, hidden-til-lit features and ultra homogeneous signal functions. Developing the technical competency of teams through training and proprietary engineering tools, allow the Company to develop these new innovative technologies in India. These new features need to balance the appearance demands of the design studios, but not compromise on key metrics like power consumption, performance, weight, and sustainability. Adapting global technologies for the cost conscious Indian Maket is also a key element of success.

Centers of Competency continue to improve, both in terms of capability and capacity. The Company leverages its technical centers in Czech Republic and Taiwan to grow that capability in India and allow the teams to interface directly with customers. This also ensures engineering footprint to remain at a competitive cost, and still capable to deliver leading edge technologies to customers.

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 quite 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 will continue to outperform the industry.

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. 23,032 Lakhs towards capacity expansion of its manufacturing facilities. Further, an expenditure to the tune of Rs. 323 Lakhs was done on Research and Development facilities of Chakan and Gurugram.

b. TECHNOLOGY, INNOVATION AND QUALITY

Safety remains the top most priority when developing new innovations, and no matter the topic, safety of the end consumer is never compromised. Lighting regulations continue to evolve that allow for even more safety enhancing features to be put on the road. Adaptive Driving Beam (ADB) or Matrix Headlamps are an excellent example of this, and this is now being actively implemented on new vehicles that will be produced in India. This allows consumers to drive with high beams on at all times, but not glare oncoming traffic, allowing the driver to have unparalleled visibility at night, but not cause discomfort, or unsafe conditions for other drivers. These new features are being implemented in India at an accelerated pace, largely driven by the EV market. This market is looking to bring on more technological features, and the Company is expecting this to quickly migrate to ICE vehicles, once the benefits of the technology is realized. The technology trends going on in China are being watched very closely by the Indian OEMs, where the features are both enhanced performance as well as new aesthetic appearance. Personalization topics are of great interest, as well as animation and other lit elements. Interior lighting has also risen in terms of technology, from simple lit elements, to highly integrated solutions that can be adapted to end consumer desires, as well as driving conditions. Lighting is used as a communication tool for both the interior and exterior applications. Technology Shows are regularly scheduled at all key customers, and this allows the Company to showcase all of these latest innovations. These shows are collaborative events from all technical centers, as well as the strong partnership with Stanley. The Centers of Competency teams work tirelessly towards the goal of self-reliance, and will continue to develop new cost effective innovations to meet customers requirements.

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 has commenced commercial production on November 01, 2023 at its new manufacturing plant situated at Plot No A 79, Block - C, Horizon Industrial Park, Village - Sawardari, Chakan, Pune - 410501 Maharashtra.

The Board of Directors of Company in its meeting held on March 12, 2024 have also approved the following proposals in order to cater to the new orders received from OEM customers for advance lighting solutions:

a) Setting up of Companys New Manufacturing Facility at Sanand (Plant-3), Gujarat.

b) Expansion of Chakan Plant (Phase-II) at Pune. This would require an investment of Rs. 15,260 Lakh and bring about a capacity addition of 8.50 Lakh lamps per annum.

The abovementioned facilities at Sanand and Pune are expected to be commissioned by Q3 of FY 2024-25.

e. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

3. GOVERNANCE AND ETHICS

a. CORPORATE GOVERNANCE

The Report on Corporate Governance together with the Auditors 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.

b. DIRECTORS & KEY MANAGERIAL PERSONNEL

(i) DIRECTORS

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

During the period under review, Mr Kenjiro Nakazono and Mr Vineet Sahni resigned from the Board with effect from April 07, 2023 and April 14, 2023 respectively.

Mr Raajesh Kumar Gupta was appointed as an Executive Director and Company Secretary of the Company with effect from May 27, 2023. Mr Yoshitsugu Matsushita (Stanley Nominee) was appointed as a Non-Executive Director on the Board of Company with effect from June 01, 2023. Ms Ritika Sethi was reappointed as an Independent Director for the Second term of 5 years with effect from July 28, 2023.

The Board of Directors in their meeting held on November 07, 2023 had approved the reappointment of Mr Tadayoshi Aoki (DIN: 08053387) as Senior Executive Director - Whole Time Director (Key Managerial Personnel) of the Company for a further period of 3 years with effect from February 03, 2024.

The said re-appointment has also been approved by the Shareholders by way of a Special Resolution passed through Postal Ballot on December 29, 2023.

Subsequent to March 31, 2024:

• Mr Toru Tanabe resigned from the Board of the Company with effect from 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;

• Mr Yoshitsugu Matsushita resigned from the Board 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;

• 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 each.

Mr Tetsuya Hojo, Ms Pallavi Dinodia Gupta, Mr Harish Lakshman and Mr Pradeep Singh Jauhar shall hold office upto the date of ensuing AGM and the Company has received Notice(s) from shareholder(s) signifying intention to propose their candidature for appointment as Directors. The Board recommends to the members for their appointment.

Brief profile of Mr Tetsuya Hojo, Ms Pallavi Dinodia Gupta, Mr Harish Lakshman and Mr Pradeep Singh Jauhar is provided in the notice of AGM. RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

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 Deepak Jain, Chairman and Managing Director (DIN: 00004972) and Mr Anmol Jain, Joint Managing Director (DIN: 00004993) 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 August 20, 2024 considered and recommended to the members the reappointment of Mr Deepak Jain and Mr Anmol Jain in the ensuing Annual General Meeting of the Company.

Brief profile of Mr Deepak Jain and Mr Anmol Jain is provided in the notice of AGM.

INDEPENDENT DIRECTORS

As on March 31, 2024, the Board had 6 (Six) Independent Directors, including one woman

Independent Director, representing diversified fields and expertise.

Subsequent to March 31, 2024, the Board was reconstituted with effect from August 22, 2024 and now the Board has 6 (Six) Independent Directors, including two women Independent Directors.

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 thereto of Listing Regulations, an evaluation exercise of Independent Directors on the Board as on March 31, 2024 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, 2024, Mr Deepak Jain, Chairman & Managing Director, Mr Anmol Jain, Joint Managing Director, Mr Vishnu Johri (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 regarded as Key Managerial Personnel (KMPs) of the Company as per the provisions of the Act.

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

- Mr. Vineet Sahni resigned from the position of Chief Executive Officer of the Company with effect from April 14, 2023.

- Mr Vishnu Johri was appointed as a Chief Executive Officer of the Company with effect from April 15, 2023.

- Mr Pankaj Mahendru resigned from the position of Company Secretary of the Company with effect from the close of business hours of May 26, 2023, consequent upon his transfer to Group Company.

- Mr Raajesh Kumar Gupta was appointed as an Executive Director and Company Secretary of the Company with effect from May 27, 2023.

Subsequent to March 31, 2024, Mr Vishnu Johri resigned from the position of CEO of the Company w.e.f. June 30, 2024 and the Board of Directors had in their meeting held on June 08, 2024 appointed Mr Raju Bhauso Ketkale as CEO of the Company w.e.f. July 01, 2024.

c. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the FY 2023-24, the Board met Eight (8) times on April 11, 2023, April 15, 2023, May 27, 2023, August 09, 2023, November 07, 2023, February 09, 2024, March 12, 2024 and March 26, 2024. 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 26, 2024, 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. DIRECTORS 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, 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 as on March 31, 2024 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 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.

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 Board has adopted Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other Employees and Policy on Diversity which sets out the criteria for determining qualifications, positive attributes and independence of a director.

The main features of the 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 Boards 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 Director 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 respectively.

• Further, the assessment of Chairman & Managing Directors performance is done by each Board Member on similar qualitative parameters.

EVALUATION OUTCOME

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 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 NonExecutive 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.

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, 2024 the Audit Committee of the Board comprised of Six (6) Members viz. Mr Rajeev Kapoor (Chairman), Mr Avinash Parkash Gandhi, Mr Dhiraj Dhar Gupta, Mr Rattan Kapur (Independent Directors), Mr Deepak Jain and Mr Tadayoshi Aoki (Executive Directors), as Members.

The Company Secretary acts as a 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 Companys 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.

Consequent upon the cessation of Mr Avinash Parkash Gandhi, Mr Rattan Kapur and Mr Dhiraj Dhar Gupta as Non-Executive Independent Directors of the Company w.e.f. the close of business hours of August 21, 2024, the Board of Directors in their meeting held on August 20, 2024 reconstituted the Audit Committee to comprise 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.

i. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

For the FY 2023-24, 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 an 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

Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the provisions of the Act and Listing Regulations.

There were no material 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.

The details of Related Party Transactions undertaken by the Company which fall under the purview of "Materiality" as per Listing Regulations are attached in Form AOC-2 as an Annexure - C to this Report.

Further, the Shareholders approval on such 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 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 Companys website at https://www.lumaxworld.in/lumaxindustries/pdf/policy- document-on-materiality-and-dealingwithrelated-party transactions.pdf.

j. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism named 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 Companys 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 Whistle Blower Policy is available on the website of the Company https://www.lumaxworld.in / lumaxindustries/pdf/vigil-mechanism-whistle-blower- policy_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 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.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

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 other particulars of the employees drawing remuneration in excess of the limits set out in the said rules which form part of the Boards Report, will be made available to any shareholder on request, as per provisions of Section 136(1) of the Act.

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 PROGRAMME FOR INDEPENDENT DIRECTORS

Please refer to the Paragraph on Familiarization Programme 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.

4. INTERNAL FINANCIAL CONTROLS & ADEQUACY

a. ADEQUACY OF INTERNAL FINANCIAL CONTROLS 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 Companys website https://www.lumaxworld.in/lumaxindustries/pdf/ riskmanagement-policy-lil.pdf.

c. AUDITORS

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 2023-24 forms part of the Annual Report. There is no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Report.

Cost Auditors

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, for the audit of the cost accounts 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. 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 43rd AGM of the Company.

Cost Audit Report

The Cost Audit Report for the financial year 202223 does not contain any qualification, reservation, or adverse remark. The Cost Audit Report for the financial year 2023-24 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 Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr Maneesh Gupta, Practicing Company Secretary (FCS 4982) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for FY 202425.

The Company has received consent from Mr Maneesh Gupta to act as the Secretarial Auditor for conducting audit of the secretarial records for the Financial Year ending March 31, 2025.

Annual Secretarial Audit Report & Annual Secretarial Compliance Report

The Secretarial Audit Report for the Financial Year ended March 31, 2024 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 24 A (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 the Financial Year 2023-24.

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

Internal Auditors

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 in their meeting held on May 24, 2024 has re-appointed Grant Thornton Bharat LLP as Internal Auditors for the FY 2024-25.

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 Companys Corporate Social Responsibility (CSR) objective is to give back to society and contribute to nations development through its initiatives.

The Companys CSR initiatives are implemented primarily through its CSR arm/trust, Lumax Charitable Foundation ("Foundation"), with focus on education, empowerment of girl child through education and the healthcare, for disadvantaged Section of society.

During the year under review, the Companys obligation to spend on CSR activities was Rs. 132.48 Lakhs i.e. 2% of the average net profits during the three immediately preceding financial years against which the Company has actually spent Rs. 139.24 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

Lumax provides holistic education opportunities and preventive and curative health interventions, committed to the India Sustainable Goals of Quality Education and Good Health. These interventions and programs are managed by the Lumax Charitable Foundation team along with implementation partners.

Education

In its endeavour to provide holistic and quality education, the interventions include, girl child enrolment in schools, starter kits and learnings aids. It is to provide and enable underprivileged students to enhance their learning experience through out of school learning activities like excursion trips, end-to-end career counselling, life-skills & soft-skills training on a continuous basis. The programs help to facilitate various govt. & private scholarships to deserving need-based and merit-based students to pursue with their education.

Infrastructure needs of the govt. schools including the construction of toilets, classroom, providing LED lights are also undertaken after a thorough need assessment. The programs are preferably conducted in areas around the Companys plants.

Health

Under health, the Foundation has been supporting communities near the plants with preventive cancer awareness and screening camps and also provide eye care camps for eye-check up and conducting cataract surgeries

The cancer screening includes blood profiling along with physical examination by a surgeon, ENT specialist and a gynaecologist, complete with radiology examination.

The programs also include Juvenile diabetes for the underprivileged children.

Constitution of CSR Committee

As on March 31, 2024, the CSR Committee of the Company comprised of three (3) Members namely, Mr Deepak Jain (Chairman), Mr Avinash Parkash Gandhi (Independent Director) and Mr Anmol Jain (Executive Director).

Consequent upon the cessation of Mr Avinash Parkash Gandhi as Non-Executive Independent Director of the Company w.e.f. the close of business hours of August 21, 2024, 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/ corporatesocialresponsibility-policy_Lumax-industrie s-limited.pdf.

The key 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 2023-24 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.

6. OTHER DISCLOSURES

Material Changes and Commitments

There were no 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.

Particulars of Loans, Guarantees and Investments The particulars of Investments and Loans as on March 31, 2024 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.

Information 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 off take 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, 2024 is available on the Companys 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 2023-24, 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 Boards 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 2023-24, thirty one (31) training sessions were held across all manufacturing 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 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 in terminal 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 2023-24 includes:

• 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 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 2023-24 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, 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 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. Surface treatment - ST booth and Duct Cleaning activities for all locations.

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 unclaimed dividend and underlying shares for FY 2016-17

The last date for transfer into IEPF of the Unpaid/ Unclaimed Dividen d lyin g in th e 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 August 21, 2024.

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) 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.

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 wishes to formally express their heartfelt gratitude and appreciation to all stakeholders, including shareholders, employees, investors, bankers, customers, suppliers, government agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business partners and service providers for their ongoing commitment and support.

The Board also extends its profound appreciation to every member of the Lumax Family for their valuable contributions over the past year and expresses sincere thanks to Stanley Electric Co., Limited for their unwavering support and patronage throughout the year.

For and on behalf of the Board of Directors

Lumax Industries Limited

Deepak Jain

Chairman & Managing Director

DIN: 00004972

Place: Gurugram

Dated: August 20, 2024