Your directors with immense pleasure present the 45th Annual Report of Lumax Auto Technologies Limited (“Company”) on the business and operations together with the Audited Financial Statements of the Company for the year ended March 31, 2026. The Key highlights of Financial Performance of the Company for the year along with previous year figures are as follows:
I. FINANCIAL PERFORMANCE - STANDALONE & CONSOLIDATED
(' in Lakhs unless otherwise stated)
| |
Standalone
|
Consolidated
|
|
For the year ended March 31, 2026
|
For the year ended March 31, 2025 (Restated)*
|
For the year ended March 31, 2026
|
For the year ended March 31, 2025
|
|
Revenue from operations
|
3,60,548.91
|
2,87,146.66
|
4,87,033.03
|
3,63,666.98
|
|
Other Income
|
5,726.46
|
5,498.61
|
4,642.25
|
5,102.95
|
|
Total Income
|
3,66,275.37
|
2,92,645.27
|
4,91,675.28
|
3 68,769.93
|
|
Total Expenses
|
3,37,300.96
|
2,69,878.69
|
4,49,633.51
|
3,37,953.76
|
|
Profit before exceptional items and tax for the year
|
28,974.41
|
22,766.58
|
42,041.77
|
30,816.17
|
|
Exceptional items
|
1,664.67
|
-
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1,449.65
|
-
|
|
Profit before tax for the year
|
27,309.74
|
22,766.58
|
40,592.12
|
30,816.17
|
|
Tax Expense
|
6,622.04
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5,595.48
|
6,877.53
|
7,899.96
|
|
Profit for the year
|
20,687.70
|
17,171.10
|
33,714.59
|
22,916.21
|
|
Profit for the year attributable to -
|
|
|
|
|
|
a) Owners of Lumax Auto Technologies Limited
|
20,687.70
|
17,171.10
|
27,885 98
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17,776.90
|
|
b) Non- controlling interest
|
-
|
-
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5,828.91
|
5,139.31
|
|
Other Comprehensive Income (net of tax)
|
9,727.90
|
465.63
|
9,757.36
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491.30
|
|
Other Comprehensive Income attributable to -
|
|
|
|
|
|
a) Owners of Lumax Auto Technologies Limited
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9,727.90
|
465.63
|
9,741.50
|
478.91
|
|
b) Non- controlling interest
|
-
|
-
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15.86
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12.39
|
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Total Comprehensive Income
|
30,415.60
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17,636.73
|
43,471.95
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23,407.51
|
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Total Comprehensive Income attributable to -
|
|
|
|
|
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a) Owners of Lumax Auto Technologies Limited
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30,415.60
|
17,636.73
|
37,627.18
|
18,255.81
|
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b) Non- controlling interest
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-
|
-
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5,844.77
|
5,151.70
|
|
Paid-up equity share capital (Face value of ' 2 each)
|
1,363.15
|
1,363.15
|
1,363.15
|
1,363.15
|
|
Earnings Per Share (EPS) basic & diluted (in ')
|
30.35
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25.19
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40.91
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26.08
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*The figures for the financial year ended March 31, 2025 have been restated on account of the merger of Lumax Ancillary Limited (LAL) and IAC International Automotive India Private Limited (IAC India) with the Company with the Appointed date of April 01, 2024 and October 01, 2025 respectively.
COMPANY PERFORMANCE STANDALONE
On standalone basis, the revenue from operations during the Financial Year 2025-26 stood at ' 3,60,548.91 Lakhs as compared to ' 2,87,146.66 Lakhs in the last year, registering a growth of 25.56%. For the Financial Year 2025-26, the profit before tax stood at ' 27,309.74 Lakhs as compared to ' 22,766.58 Lakhs in the last year, registering a growth of 19.96%. The Profit after Tax (PAT) stood at ' 20,687.70 Lakhs as compared to ' 17,171.10 Lakhs, registering an increase of 20.48%. The Basic and Diluted Earnings for the FY 2025-26 per share stood at ' 30.35 registering an increase of 20.48%.
CONSOLIDATED
On consolidated basis, the revenue from operations during the Financial Year 2025-26 stood at ' 4,87,033.03 Lakhs as compared to ' 3,63,666.98 Lakhs in the last year, registering a growth of 33.92%. The profit before tax for the FY 2025-26 stood at ' 40,592.12 Lakhs as compared to ' 30,816.17 Lakhs in the last year witnessing a significant increase of 31.72%. The Profit for the FY 2025-26 stood at ' 33,714.59 Lakhs as compared to ' 22,916.21 Lakhs registering a significant increase of 47.12%. The Basic and Diluted Earnings per share for the FY 2025-26 stood at ' 40.91 registering a significant increase of 56.86%.
SHARE CAPITAL
Consequent to the Scheme of Amalgamation of Lumax Ancillary Limited (LAL) with the Company becoming effective from March 31, 2026, the Authorized Share Capital of Lumax Ancillary Limited has been clubbed with the Authorized Share Capital of the Company.
Accordingly, the Authorized Share Capital of the Company as on March 31, 2026 is ' 49,60,00,000/-(Rupees Forty-Nine Crore Sixty Lakhs only) consisting of 24,80,00,000 (Twenty-Four Crore Eighty Lakhs) equity shares of ' 2/- each.
Subsequent to the Financial Year under review, the Scheme of Amalgamation of IAC International Automotive India Private Limited (‘Transferor Company’) with Lumax Auto Technologies Limited (‘Transferee Company’) was approved by the Hon’ble National Company Law Tribunal (‘Hon’ble NCLT’) vide its order dated May 08, 2026.
The said Scheme became effective from May 18, 2026 consequent upon the filing of the certified copy of the order passed by the Hon’ble NCLT with the Registrar of Companies, Ministry of Corporate Affairs vide Form INC-28 pursuant to which, the Authorized Share Capital of IAC International Automotive India Private Limited has been clubbed with the Authorized Share Capital of the Company.
Accordingly, the Authorized Share Capital of the Company has been increased to ' 1,53,60,00,000/-(Rupees One Hundred Fifty-Three Crore Sixty Lakhs only) divided into 71,26,11,675 (Seventy-one Crore Twenty-Six Lakhs Eleven Thousand Six Hundred Seventy-Five) equity shares of ' 2/- (Rupees Two) each and 1,10,77,665 (One Crore Ten Lakhs Seventy-Seven Thousand Six Hundred Sixty-Five) Preference shares of ' 10/- (Rupees Ten) each.
The paid-up Equity Share Capital as on March 31, 2026 was ' 1,363.15 Lakhs divided into 6,81,57,705 (Six Crore Eighty-One Lakhs Fifty-Seven Thousand Seven Hundred Five) equity shares of ' 2/- each, fully paid up. During the year under review, the Company has not issued any shares or granted stock options or sweat equity.
DIVIDEND
The Board of Directors (herein referred to as “the Board”) have recommended a dividend of ' 5.50/-(i.e. 275%) per equity share of face value of ' 2/- each for the FY 2025-26 subject to the approval of the shareholders at the ensuing Annual General Meeting (“AGM”).
The proposed Dividend for FY 2025-26, would result in appropriation of ' 3,748.67 Lakhs. The Dividend payout ratio works out to 59.80% considering the profits before
the re-statement of the financials (excluding the profits of IAC India and LAL).
The dividend, if declared, will be subject to tax deduction at source at the applicable rates as per the Income Tax Act and the rules made thereunder. For details, shareholders are requested to refer to the Notice of AGM.
The Dividend as recommended by the Board, if approved by the shareholders at the ensuring AGM, shall be paid to eligible shareholders, whose names appear in the Register of Members as on August 06, 2026, within the stipulated time period.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) (as amended from time to time), the Company has a Dividend Distribution Policy in place which can be accessed on the website of the Company at https:// www.lumaxworld.in/lumaxautotech/downloads/ dividend-distribution-policy.pdf
AMOUNT TRANSFER TO RESERVES
The Board of the Company does not propose to transfer any amount to reserves other than transfer of undistributed profits to surplus in statement of Profit & Loss. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Listing Regulations, applicable provisions of the Companies Act, 2013 (herein referred to as “the Act”) and Ind AS 110, the Audited Consolidated Financial Statements are provided in the Annual Report of the Company.
As on March 31, 2026, the Company has Twelve (12) Subsidiaries and Joint Venture Companies. The performance h ighlig hts of these Companies are as follows:
a) Lumax Mannoh Allied Technologies Limited (LMAT)
LMAT, was formed in collaboration with Mannoh Industrial Co., Limited, Japan. The Company holds 55% of the Equity in LMAT. The entity manufactures gear shifters and enjoys a market leadership position in India. The Revenue from operations of LMAT stood at ' 39,554.63 Lakhs for the FY 2025-26.
b) Lumax Cornaglia Auto Technologies Private Limited (LCAT)
LCAT was formed in collaboration with Cornaglia Metallurgical Products India Private Limited (wholly
owned subsidiary of Officine Metallurgiche G. Cornaglia S.p.A. Italy). The Company holds 50% of the Equity in LCAT. The entity manufactures Air Intake Systems, Urea Tank, Plastic Fuel tank & Injection Blow Moulded Parts. The revenue from operations of LCAT stood at ' 18,860.62 Lakhs for the FY 2025-26.
c) Lumax FAE Technologies Private Limited (LFAE)
LFAE was formed in collaboration with FAE, Spain. The Company holds 84.03% of the Equity in LFAE. LFAE manufactures Oxygen Sensors. The revenue from operations of LFAE stood at ' 7,701.85 Lakhs for the FY 2025-26.
Subsequent to the financial year under review, the Board of Directors of the Company at its meeting held on May 29, 2026 have considered and approved the acquisition of the remaining stake of 15.97% in Lumax FAE Technologies Private Limited (LFAE) from its existing shareholder i.e., Francisco Albero S.A.U (FAE). Post this acquisition, LFAE will become a wholly owned subsidiary of the Company.
d) Lumax Jopp Allied Technologies Private Limited (LJAT)
LJAT was formed in collaboration with Jopp Holding GmbH, Germany. The Company held 50% of the Equity in LJAT. LJAT manufactures Gear Shift Towers, AMT Kits & AGS. The revenue from operations of LJAT stood at ' 1,687.71 Lakhs for the FY 2025-26.
Subsequent to the financial year under review, the Board of Directors of the Company at its M eetin g h eld on M ay 08, 202 6, h ave approved the divestment/sale of its entire equity stake aggregating to 50% of the paid-up equity share capital of LJAT, to Jopp Holding GmbH, Germany, the Joint Venture Partner. Upon completion of the aforesaid transaction, LJAT shall cease to be a Joint Venture of the Company.
e) Lumax Yokowo Technologies Private Limited (LYTL)
LYTL was formed in collaboration with Yokowo Co., Limited, Japan to manufacture On-board Antennas & other Vehicle Communication Products. The Company holds 50% of the Equity in LYTL. The revenue from operations of LYTL stood at ' 4,173.97 Lakhs for the FY 2025-26.
f) Lumax Ituran Telematics Private Limited (LITPL)
LITPL was formed in collaboration with Ituran Location and Control Limited, Israel for the sale
of telematics products and services. The Company holds 50% of the Equity in LITPL. The revenue from operations of LITPL stood at ' 3,625.50 Lakhs for the FY 2025-26.
g) Lumax Alps Alpine India Private Limited (LAIPL)
LAIPL was formed in collaboration with Alps Alpine Co. Limited, Japan. The Company holds 50% of the Equity in LAIPL. LAIPL is engaged in the business of manufacturing of electric devices and components for automotive use. The revenue from operations of LAIPL stood at ' 12,648.50 Lakhs for the FY 2025-26.
h) Lumax Management Services Private Limited (LMS)
LMS is a wholly owned subsidiary of the Company and a full-time corporate service provider to Lumax-DK Jain Group Entities. The revenue from operations of LMS stood at ' 5,601.09 Lakhs for the FY 2025-26.
i) Lumax Greenfuel Energy Solutions Private Limited (Formerly known as Lumax Resources Private Limited) (LGESPL)
Lumax Resources Private Limited (LRPL) was incorporated as a wholly owned subsidiary of the Company. Through LRPL, the Company acquired 60% equity stake in Greenfuel Energy Solutions Private Limited (GESPL), on November 26, 2024. Further, the Board of Directors of LRPL and GESPL approved the Scheme of Arrangement for Amalgamation between Greenfuel Energy Solutions Private Limited (“Transferor Company”), a step-down subsidiary of Lumax Auto Technologies Limited (“the Company”), and Lumax Resources Private Limited (“Transferee Company”), a wholly owned subsidiary of the Company, along with their respective shareholders and creditors (“the Scheme”).
The Hon’ble National Company Law Tribunal, Chandigarh Bench (“Hon’ble NCLT”), vide its order dated January 14, 2026 rectified as per the order dated January 27, 2026, sanctioned the Scheme. The certified true copy of the said order of the Hon’ble NCLT was filed with the Registrar of Companies, Ministry of Corporate Affairs, vide Form INC-28 on February 03, 2026. Accordingly, the Scheme became effective from February 03, 2026. Consequent to the Scheme becoming effective, the Shareholder(s) of Transferor Company except Transferee Company (along with its Nominees) were allotted equity shares comprising forty
percent (40%) of the equity stake of Transferee Company. Accordingly, the Transferee Company namely Lumax Resources Private Limited ceased to be a wholly owned subsidiary of the Company. However, it continues to be a Subsidiary of the Company.
Further, in terms of the Scheme, the name of Lumax Resources Private Limited was changed to Lumax Greenfuel Energy Solutions Private Limited and a fresh Certificate of Incorporation pursuant to change of name to this effect has been issued by the Registrar of Companies, Ministry of Corporate Affairs on April 22, 2026.
The Revenue from operations of LGESPL stood at ' 38,318.18 Lakhs for the FY 2025-26.
j) IAC International Automotive India Private Limited (Formerly known as Lumax Integrated Ventures Private Limited) (IAC India)
IAC India is engaged in the business of manufacturing of Vehicle Interior Systems & Components. The Company held 75% shareholding in IAC India and on May 22, 2025, acquired the remaining 25% shareholding, pursuant to which IAC India became a wholly owned material subsidiary of the Company.
The Board of Directors, at its meeting held on November 08, 2025, approved the Scheme of Amalgamation between IAC International Automotive India Private Limited (“Transferor Company”) and Lumax Auto Technologies Limited (“Transferee Company”).
The said Scheme of amalgamation was approved by the Hon’ble NCLT, New Delhi Bench (Hon’ble NCLT) vide its order dated May 08, 2026.
The Scheme became effective from May 18, 2026 pursuant to the filing of certified true copy of the Hon’ble NCLT Order with the Registrar of Companies, Ministry of Corporate Affairs vide Form INC-28 by both the Transferor Company and the Transferee Company, consequently the Transferor Company was dissolved without being wound up. Considering the effectiveness of the Scheme with the Appointed date of October 01, 2025, the financial statements of IAC India have not been prepared separately as the same have been considered in the Standalone Financial Statements of the Company for the FY 2025-26.
k) Lumax Autocomp Private Limited (LAPL)
LAPL is a wholly owned subsidiary of the Company incorporated on July 24, 2025. The
operations of LAPL will be in alignment with the Company’s vision and is expected to enhance its ability to pursue future growth opportunities in the automotive sector.
l) Lumax Auto Solutions Private Limited (LASPL)
LASPL is a wholly owned subsidiary of the Company incorporated on July 26, 2025. The operations of LASPL will be in alignment with the Company’s vision and is expected to enhance its ability to pursue future growth opportunities in the automotive sector.
MERGER / AMALGAMATIONS
a) Merger of LAL with the Company
A Scheme for amalgamation of Lumax Ancillary Limited with the Company was filed with the Hon’ble National Company Law Tribunal, New Delhi Bench (“Hon’ble NCLT”) on July 20, 2024. The appointed date of the Scheme was April 01, 2024.
During the financial year under the review, the Hon’ble NCLT, vide its order dated March 11, 2026, sanctioned the Scheme of Arrangement for the Amalgamation of Lumax Ancillary Limited (“Transferor Company”) with Lumax Auto Technologies Limited (“Transferee Company”), together with their respective Shareholders and Creditors. The said Scheme has been approved under Sections 230-232 of the Companies Act, 2013.
The Scheme became effective from March 31, 2026 consequent upon filing of certified true copy of the Hon’ble NCLT Order with the Registrar of Companies, Ministry of Corporate Affairs vide Form INC-28 by both the Transferor Company and the Transferee Company.
b) Merger of GESPL with LRPL
A Scheme for amalgamation of Greenfuel Energy Solutions Private Limited with Lumax Resources Private Limited was filed with the Hon’ble National Company Law Tribunal, Chandigarh Bench on May 17, 2025. The appointed date of the Scheme was November 26, 2024.
The Hon’ble National Company Law Tribunal, Chandigarh Bench (“Hon’ble NCLT”), vide its order dated January 14, 2026 rectified as per the order dated January 27, 2026, sanctioned the Scheme of Arrangement for Amalgamation between Greenfuel Energy Solutions Private Limited (“Transferor Company”), a step-down subsidiary of Lumax Auto Technologies Limited (“the Company”), and Lumax Resources Private Limited (“Transferee Company”), a wholly
owned subsidiary of the Company, along with their respective shareholders and creditors (“the Scheme”).
The Scheme became effective from February 03, 2026 consequent upon filing of certified true copy of the Hon’ble NCLT Order with the Registrar of Companies, Ministry of Corporate Affairs vide Form INC-28 by both the Transferor Company and the Transferee Company.
c) Merger of IAC International Automotive India Private Limited (Formerly known as Lumax Integrated Ventures Private Limited) with the Company
During the financial year under review, the Company acquired remaining 25% shareholding in IAC International Automotive India Private Limited (“IAC India”) on May 22, 2025, pursuant to which IAC India became a wholly owned material subsidiary of the Company.
The Board of Directors, at its meeting held on November 08, 2025, approved the Scheme of Amalgamation between IAC International Automotive India Private Limited (“Transferor Company”) and Lumax Auto Technologies Limited (“Transferee Company”) and the said scheme was approved by the Hon’ble NCLT, New Delhi Bench vide its order dated May 08, 2026.
The Scheme became effective from May 18, 2026 consequent upon the filing of certified true copy of the Hon’ble NCLT Order with the Registrar of Companies, Ministry of Corporate Affairs vide Form INC-28 by both the Transferor Company and the Transferee Company.
STATEMENT CONTAINING HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
In accordance with the provisions of Section 129(3) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on performance and financial position of Subsidiaries, Joint Venture and Associate Companies forms part of this Annual Report in the prescribed Form AOC-1. Further, in accordance with the provisions of Section 136(1) of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information and Audited Financial Statements of subsidiaries / joint ventures are available on the website of the Company i.e. https://www.lumaxworld.in/lumaxautotech/index.
html and the same shall also be made available for inspection at Registered Office of the Company during the working hours.
II. STATE OF COMPANY’S AFFAIRS
The Indian automotive industry witnessed a year of robust growth during the financial year under review. While the passenger vehicle (PV) segment continued its growth trajectory, supported by healthy consumer demand and increased production, the two-wheeler (2W) segment also recorded robust growth. Leveraging its diversified product portfolio, successful introduction of new products, and the continued confidence of Original Equipment Manufacturers (OEMs), the Company delivered consolidated growth that exceeded the overall industry growth rate.
The year marked another significant milestone in the Company’s growth journey. Expansion of the product portfolio, coupled with increased business from existing customers, contributed to improved revenue performance and further strengthened the Company’s market position.
Recognizing the growing emphasis by OEMs on localization and supply chain resilience, the Company continued to invest in the modernization and upgradation of its manufacturing facilities. These strategic investments will enhance the Company’s capability to localize technologically advanced products, strengthen operational efficiencies, and provide customers with high-quality, reliable and cost-effective solutions while mitigating supply chain risks.
The Company remains focused on increasing its presence in the passenger vehicle segment, which continues to offer significant long-term growth opportunities. Through its various joint ventures and subsidiaries, the Company is expanding its portfolio with future-ready technologies and advanced product lines to address evolving customer requirements. These strategic initiatives are expected to further strengthen the Company’s competitive positioning, deepen customer relationships, and support sustainable longterm growth.
The Company’s continued focus on operational excellence, technology enhancement, localization, and customer-centric innovation positions it well to capitalize on emerging opportunities in the evolving automotive landscape and create long-term value for all stakeholders.
The Company stands as a leading integrated automotive component manufacturer in India, with a diversified portfolio spanning advanced plastics, mechatronics,
structures & control systems, aftermarket solutions and alternate fuel systems.
With over four decades of operational excellence, the Company has transitioned from a traditional component supplier to a system-level solution provider, driven by increasing content per vehicle (CPV), premiumization trends and deeper integration with OEM platforms.
Business Segments
Advanced Plastics & Interior Systems
The Company’s largest business segment, Advanced Plastics & Interior Systems, continued to drive revenue growth, supported by strong demand from passenger vehicle platforms and increasing premiumization. The segment comprises interior modules, blow-moulded and injection-moulded components, and high-value plastic assemblies. The integration of IAC India has strengthened scale, customer engagement and profitability, while higher CPV continues to support growth.
Structures & Control Systems
This segment includes gear shifters, metallic assemblies and control systems. Growth was driven by increasing adoption of automatic transmission systems, portfolio expansion into higher-value products and export opportunities through joint venture partnerships. Strong OEM relationships continue to support steady performance.
Aftermarket
The aftermarket business remained a stable and high-margin segment, supported by a strong distribution network and established brands. Growth was driven by channel expansion, portfolio enhancement and improved market reach across replacement parts and automotive components.
Mechatronics
The Mechatronics business continued to gain momentum, driven by increasing demand for connected and intelligent vehicle technologies. New product launches, commencement of production across subsidiaries/joint ventures and a healthy order book are expected to support meaningful revenue and margin growth over the medium term.
Alternate Fuel Systems
The Alternate Fuel Systems business, led by LGESPL, continued to expand, supported by rising adoption of CNG and LNG vehicles, favorable regulatory trends and localization initiatives. The Company is focused on broadening its product portfolio and increasing CPV.
Others
The “Others” segment comprises legacy and smaller businesses, including lighting and diversified automotive components. While modest in scale, these businesses continue to provide stable revenues and support portfolio diversification.
Technology Centre
The Company strengthened its innovation capabilities through its Bengaluru-based Technology Centre, SHIFT (Smart Hub for Innovation and Future Trends). The
center focuses on electronics, digital systems and next-generation mobility solutions, supporting the Company’s transition towards a system-level solutions provider.
Global Expansion
During the year, the Company established its representative office in China. The office focuses on technology benchmarking, sourcing and tooling, while facilitating technology partnerships and supporting new business opportunities. It will operate in close collaboration with the SHIFT Technology Centre in Bengaluru to accelerate innovation and product development.
Manufacturing Initiatives
The Company continued to strengthen its manufacturing footprint through strategic land acquisitions in Gujarat during FY 2025-26, following its investment in the Kharkhoda region of Haryana in FY 2024-25. These investments will enhance manufacturing capacity, supply chain readiness and proximity to key customers, supporting future growth.
During this year, the Company’s strategic focus has been strongly aligned towards strengthening cybersecurity, accelerating AI adoption, and driving end-to-end digitalization across the organization. As part of this journey, Company upgraded its Google Workspace environment from Business to Enterprise, enabling advanced security features along with integrated AI capabilities through Gemini. This enhancement is empowering the teams with improved productivity, smarter collaboration and a more intelligent digital workplace experience.
In parallel, Company has launched the DOJO 2.0 initiative as a pilot project on select machines, focusing on enhancing operational excellence, standardization and continuous improvement practices. Based on the outcomes and learnings from this pilot, Company plans to roll out DOJO 2.0 in a phased manner across all plants to drive consistency, efficiency and productivity improvements at an enterprise level.
To strengthen the supply chain for imported material, Company has implemented SAP MRP process for imported material to further strengthen the supplies. The implementation is expected to significantly enhance cross-functional collaboration, ensure better control over product data and engineering changes, reduce design and production errors and accelerate time-to-market. Overall, this initiative marks a key step in Company’s digital transformation journey, positioning it to deliver faster innovation, improved operational efficiency and superior product quality.
Strengthening Cyber Security and Digital Integration
In FY 2025-26, the Company prioritized cyber security and digitalization to support its growing reliance on cloud infrastructure and deeper digital operations.
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 continues 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 2025-26, and the management is confident that going forward the Company will continue to deliver value to all its customers and stakeholders. The longterm outlook for the Company remains positive and it is poised to outperform the industry.
A. CAPACITY & FACILITY EXPANSION
The Company has upgraded its manufacturing facilities as per the customer requirements to cater the new product lines and meet their increased volumes.
B. QUALITY INITIATIVES
The Company strives to be a supplier of choice across all its customers and is always committed to develop and design new products, in line with its strategy towards delivering competitive advantage to the customers. In the said perspective, Total Productive Maintenance (TPM) has been successfully implemented across all plants of the Company to create a culture and environment which continuously improves quality, cost and delivery parameters.
I n ad dition, various plants of the Company have received the following awards:
• Manufacturing Excellence Award at the 59th ACMA Excellence Awards & 10th Technology Summit 2025
• “Best QCDDM Performance Award” at HMSI Annual Supplier Convention 2025
• Japan Institute of Plant Maintenance (JIPM) TPM Award for Consistent Commitment in March 2025
• Overall Performance award for the year 202425 at Maruti Suzuki Vendor Conference 2025
• IAC - Intelligent Ambient Comfort Certificate of appreciation in recognition of its superior performance in Vendor System Audit Rating at Maruti Suzuki Vendor Conference 2025
• IAC - Intelligent Ambient Comfort Business partner of the year, Special appreciation award for Thar & BE6 at M&M Vendor conference.
Quality Control Circle (QCC) is an integral part for ensuring quality across all processes. By implementing these various initiatives, improvement of Quality is willingly carried out by employees in true spirit, resulting in minimizing rejection and cost.
C. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, Management Discussion & Analysis is annexed as part of this report as Annexure - A and provides details on overall Industry Structure and Developments, financial and operational performance and other material developments during Financial Year under review.
D. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the Financial Year ended March 31, 2026, there was no change in the nature of business of the Company.
III. GOVERNANCE AND ETHICS
A. CORPORATE GOVERNANCE
The report on Corporate Governance together with the Auditor’s Certificate on Compliance with conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V of the Listing Regulations is annexed and forms part of this Report as Annexure - B.
B. DIRECTORS & KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
DIRECTORS
During the financial year under review, there has been no change in the composition of the Board of Directors of the Company.
However, Mr D.K. Jain has been re-appointed as an Executive Chairman, Whole-time Director (Key Managerial Personnel) of the Company for a period of 3 years w.e.f May 28, 2026 and Mr Anmol Jain has been appointed as the Managing Director (Key Managerial Personnel) of the Company for a period of 5 years w.e.f. May 28, 2026.
Subsequent to the financial year under review, Mr Deepak Jain has been re-designated as Vice Chairman (Non-Executive Director) of the Company by the Board of Directors at their meeting held on May 29, 2026 with immediate effect.
KEY MANAGERIAL PERSONNEL
As on March 31, 2026, Mr D.K. Jain, Executive Chairman, Mr Anmol Jain, Managing Director, Mr Vikas Marwah, Chief Executive Officer, Mr Ankit Thakral, Chief Financial Officer and Mr Pankaj Mahendru, Company Secretary were acting as Key Managerial Personnel (KMPs) of the Company as per the provisions of the Act.
Mr Ashish Dubey ceased to be the Chief Financial Officer, Key Managerial Personnel of the Company w.e.f. close of business hours on June 30, 2025 upon attaining the age of superannuation and accordingly ceased to be the Senior Management Personnel of the Company. Considering his rich experience and expertise, Mr Ashish Dubey assumed the higher responsibilities in the Group with effect from July 01, 2025.
Consequently, Mr Ankit Thakral has been appointed as a Chief Financial Officer (Key Managerial Personnel) designated as Senior Management Personnel of the Company with effect from July 01, 2025.
Mr. Vikas Marwah, Chief Executive Officer (Key Managerial Personnel designated as Senior Management Personnel) of the Company attained the age of superannuation on October 31, 2025, and based on the Nomination and Remuneration Committee’s recommendation, the Board of Directors have approved the extension of term of Mr. Vikas Marwah as the Chief Executive Officer (Key Managerial Personnel designated as Senior Management Personnel) of the Company for a period of 5 years with effect from November 01, 2025. 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 Anmol Jain, Director (DIN:00004993) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The said re-appointment has been considered and approved by the Board of Directors and is being recommended for approval of the members in the ensuing 45th Annual General Meeting of the Company.
A brief profile of Mr Anmol Jain is provided in the Notice of the ensuing AGM of the Company.
C. INDEPENDENT DIRECTORS
As on March 31, 2026, the Board comprised 4 (Four) Independent Directors including one Woman Independent Director, 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 the Companies (Appointment and Qualification of Directors) Rules, 2014.
Further, as stipulated under the Regulation 17(10) and 19 read with Schedules thereto of Listing Regulations, an evaluation exercise of Independent Directors was conducted by the Nomination and Remuneration Committee and the Board of the Company, who satisfied themselves with the performance and contribution of all the Independent Directors.
D. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
As per the Regulation 16 (1) (b) and Regulation 25 read with the provisions of Section 149 (6) of the Act, declarations have been received from all the Independent Directors regarding meeting the criteria of Independence as laid down under those provisions.
Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
The Board took on record the declarations and confirmations submitted by the Independent Directors, after undertaking due assessment of the
veracity of the same as required under Regulation 25(9) of the Listing Regulations.
E. NUMBER OF BOARD MEETINGS AND COMMITTEES OF BOARD
During the FY 2025-26, the Board of Directors met Six (6) times viz. May 16, 2025, May 29, 2025, August 07, 2025, November 08, 2025, February 12, 2026 and March 27, 2026. 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.
I n compliance with Para VII (1) Schedule IV of the Act and Listing Regulations, the Independent Directors met separately on March 27, 2026, without the presence of the management or nonindependent directors. The meeting evaluated the performance of the Board, its individual nonindependent members, and the Chairperson (incorporating the feedback received from executive and non-executive directors). The directors also assessed the quality, volume and timeliness of information shared between management and the Board. Detailed attendance records for all the Board and Committee meetings are available in the Corporate Governance Report.
BOARD DIVERSITY AND POLICY ON DIRECTOR’S APPOINTMENT AND
REMUNERATION
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 experiences, perspectives and backgrounds which is necessary for achieving sustainable and balanced development. The Board has adopted Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and Other Employees in terms of the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II of Listing Regulations and Policy on Diversity which sets out the criteria for determining qualifications, positive attributes and independence of a director. The main features of the 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; and
• It lays down the criteria for determining independence of a director, in case of appointment of an Independent Director.
The aforesaid Policies are available on the website of the Company at https://www.lumaxworld.in/ lumaxautotech/downloads/nomination-and-remuneration-policy-of-directors.pdf and https:// www.lumaxworld.in/lumaxautotech/downloads/ policy-on-diversity.pdf
F. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
I n accordance with applicable provisions of the Act and Listing Regulations, the evaluation of the Board as a whole, committees and all the Directors was conducted, as per the internally designed evaluation process approved by the Nomination and Remuneration Committee. The evaluation tested key areas of the Board’s work including strategy, business performance, risk and governance processes. The evaluation considered 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 completion of questionnaires consisting of certain parameters such as Evaluation factor, Ratings and Comments, if any.
• The performance of entire Board is evaluated by all the Directors based on Board composition and quality, Board meetings and procedures, Board development, Board strategy and risk management etc.
• The performance of the Managing Director and Executive Directors is evaluated by all the Board Members based on factors such as leadership, strategy formulation, strategy execution, external relations etc.
• The performance of Non-Executive Director and Independent Directors is evaluated by other Board Members based on criteria like managing relationship, knowledge and skill, personal attributes, independence from the management etc.
• It also involves self-assessment by all the Directors and evaluation of Committees of Board based on knowledge, diligence
and participation, leadership team and management relations, committee meetings and procedures respectively.
• Further, the assessment of Chairman’s
performance is done by each Board Member on similar qualitative parameters. 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 the need arises. Comprehensive agendas are sent to all the Board M embers well in ad vance 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 Category and Corporate Function from time to time.
The performance of the Chairman was evaluated satisfactory in the effective and efficient discharge of his role and responsibilities for the day-to-day management of the business, with reference to the strategy and long-term objectives.
The Executive Directors and Non-Executive Directors provide 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.
G. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on an arm’s length basis. All Related Party Transactions, which are
foreseen and repetitive in nature, are placed before the Audit Committee on yearly basis for obtaining prior omnibus approval of the Committee.
Further, in terms of the provisions of Regulation 23(2)(b) of the Listing Regulations, all the related party transactions to be entered into by Subsidiary Companies to which the subsidiary of the Company is a party but the Company is not a party and the value of the transaction(s) exceeds/ is likely to exceed the limit of 10% of the Annual Standalone Turnover of the Subsidiary Company as per the last Audited Financial Statements of the Subsidiary Company are placed before the Audit Committee of the Company for obtaining prior approval of the Committee.
All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the provisions of the Act and Listing Regulations.
The details of the related party transactions as per Ind AS 24 are set out in Notes to the Financial Statements of the Company. The policy document on Materiality and Dealing with Related Party Transactions adopted by the Company is available on the website of the Company at https:// www.lumaxworld.in/lumaxautotech/downloads/ policy-document-on-materiality-and-dealing-with-related-party-transactions.pdf During the year, there were no materially significant related party transactions entered into, by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict of interest for the Company at large. Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, Form AOC-2, containing the details of Related Party Transactions is set out as Annexure-C to this report. Further, the Shareholders approval on such Material Related Party Transactions have been taken at the Annual General Meeting of the Company held on August 25, 2025.
H. COMPLIANCE MANAGEMENT FRAMEWORK
The Company has a robust and effective framework for monitoring compliances with applicable laws.
The Company has installed a Software namely RegTrack (Product of Team lease) for Compliance
Management and through this Software the Company is able to get the structured control over applicable compliances by each of the units of the Company.
A separate Corporate Compliance Management Team periodically reviews and monitors compliances by units and supports in effective implementation of same in a time bound manner. The Board and Audit Committee along with Compliance team periodically monitors status of compliances with applicable laws based on quarterly certification provided by Senior Management.
I. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism and formulated Vigil Mechanism/Whistle Blower Policy, for Directors, employees and business associates to report to the management, concerns about unethical 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. Audit Committee oversees the implementation of vigil mechanism and provides adequate safeguards against unfair treatment to the whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in appropriate / exceptional cases.
The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company www. lumaxworld.in/lumaxautotech. Any incident(s) that are reported, are investigated and suitable action is taken in line with the Vigil Mechanism/Whistle Blower Policy.
During the year under review, no incidence under above mechanism was reported.
J. SECRETARIAL STANDARDS
The Board states that the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively, have been duly complied by the Company.
K. DIRECTORS RESPONSIBILITY STATEMENT
I n terms of section 134 (3) (c) & 134 (5) of the Act and to the best of their 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, 2026,
the applicable Accounting Standards have been followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
(iii) t hey have 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) they have prepared the Annual Accounts on a “going concern” basis;
(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
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. 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 shares@lumaxmail.com
M. AUDIT COMMITTEE & COMPOSITION
The composition of the Audit Committee is in alignment with provisions of Section 177 of the Act read with the Rules framed thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have expertise of Financial Management.
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The composition of the Audit Committee as on March 31, 2026 is as follows:
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S. No.
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Name
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Status
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Category of membership
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1.
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Mr Avinash Parkash Gandhi
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Chairman
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Non-Executive Independent Director
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2.
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Mr Arun Kumar Malhotra
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Member
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Non-Executive Independent Director
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3.
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Mr Parag Chandulal Shah
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Member
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Non-Executive Independent Director
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4.
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Mr Anmol Jain
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Member
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Managing Director
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Subsequent to the Financial Year under review, the Board of Directors at its meeting held on May 29, 2026 has reconstituted the Audit Committee by inclusion of Mrs Diviya Chanana, Non-Executive Independent Director as an
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additional member.
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Consequent to this, the composition of the Audit Committee is as follows:
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S. No.
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Name of the Chairman/ Members
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Status
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Category of membership
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1.
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Mr Avinash Parkash Gandhi
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Chairman
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Non-Executive Independent Director
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2.
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Mr Arun Kumar Malhotra
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Member
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Non-Executive Independent Director
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3.
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Mr Parag Chandulal Shah
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Member
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Non-Executive Independent Director
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4.
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Mr Anmol Jain
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Member
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Managing Director
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5.
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Mrs Diviya Chanana
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Member
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Non-Executive Independent Director
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The Company Secretary acts as Secretary to the Audit Committee.
The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company’s internal control process, financial reporting and vigil mechanism. All the recommendations made by the Audit Committee were accepted by the Board of the Company. Further, brief terms of reference and Meetings held of the Audit Committee along with attendance of members are provided in
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Corporate Governance Report forming part of this Report.
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N. FAMILIARIZATION PROGRAMME 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.
IV. INTERNAL FINANCIAL CONTROLS AND ADEQUACY
A. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO INTERNAL 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 Results reviewed/Audited by its Statutory Auditors in due compliance with the Act and Listing Regulations.
The Company uses an established ERP
SAP S/4HANA RISE 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.
B. RISK MANAGEMENT POLICY
The Company has adopted the Risk Management Policy as per Regulation 21 of the Listing Regulations, reflecting its commitment to identifying, assessing, and mitigating operational, financial, and strategic threats. It serves as the foundational framework for building a risk-aware company culture and ensuring continuous business operations.
The Risk Management Committee is responsible for framing, implementing, and monitoring the Company’s risk management plan. The Committee is responsible for development and implementation of a Risk Management Policy for the Company including identification therein elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company and is responsible for reviewing the risk management plan and its effectiveness. The Company has Risk Management Policy which can be accessed on Company’s website https://www. lumaxworld.in/lumaxautotech/downloads/risk-management-policy.pdf
C. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATED PERSONS (CODE OF CONDUCT)
In compliance with the provisions of Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons. This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information (“UPSI”) by designated persons and also includes a Policy and Procedure for Inquiry in case of leakage of UPSI or suspected leakage of UPSI.
The said Code provides guidelines advising Designated Persons on the procedures to follow and disclosures to make when dealing with the Company’s shares, while also warning them about the consequences of non-compliance. The Company has Code of Practices and Procedures for fair disclosure of unpublished price-sensitive information which includes a policy for determining legitimate purposes.
Furthermore, the Company has established an adequate and effective system of internal controls and standardized processes to ensure compliance with these regulations and to prevent insider trading.
Any violations of the Code are dealt with strictly in accordance with applicable regulatory provisions and the Company’s Code of Conduct, reinforcing a zero-tolerance approach towards insider trading. During the financial year under review, the Company identified three (3) cases in violation of the said code and the same were reported to the Audit Committee for necessary action. The Committee directed the concerned designated persons to disgorge the profits made to the Investor Protection and Education Fund (IPEF) of the SEBI and also issued a guidance to exercise abundant caution and ensure compliance with the Code. The intimations in this regard were duly submitted by the Company to the Stock Exchanges.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY
The Company has adopted a Code of Conduct for its Directors and Senior Management, which is available on the Company’s website at https:// www.lumaxworld.in/lumaxautotech/downloads/ latLcode-of-conduct-for-directors-and-senior-management.pdf
The Company also obtains Annual affirmations with respect to adherence to the said Code from all the Directors and Senior Management.
D. AUDITORS
STATUTORY AUDITORS
Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) have been appointed as the Statutory Auditors of the Company by the members of the Company at their 43rd Annual General Meeting (AGM) held on September 27, 2024, to hold office for a period of five consecutive years from the conclusion of the 43rd Annual General Meeting up to the conclusion of the 48th Annual General Meeting to be held in the year 2029.
The Statutory Auditors have confirmed their eligibility to continue as Statutory Auditors of the Company under Sections 139 and 141 of the Act and the applicable rules that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.
STATUTORY AUDITORS’ REPORT
The Report given by the Statutory Auditors on the Financial Statements of the Company for the Financial Year 2025-26 forms a part of this Annual Report. The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer.
DISCLOSURE ON MAINTENANCE OF COST RECORDS AS SPECIFIED BY CENTRAL GOVERNMENT UNDER SUB SECTION (1) OF SECTION 148
In terms of Section 148 (1) of the Act and the rules made thereunder, the Company is required to maintain cost records for certain products as specified by the Central Government and accordingly, the cost records are prepared and maintained in the prescribed manner, as stipulated under applicable laws for the time being in force.
COST AUDITORS
The Board, on the recommendation of Audit Committee has re-appointed M/s Jitender, Navneet & Co., (Firm Registration No. 000119) as the Cost Auditors of the Company in its Meeting held on May 29, 2026 for conducting audit of the cost records of the Company for the FY 2026-27. The remuneration proposed to be paid to the Cost Auditors 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 ' 2.00 Lakhs (Rupees Two Lakhs only) excluding taxes and out of pocket expenses, if any, payable to M/s Jitender Navneet & Co., is included in the Notice for convening 45th AGM of the Company.
COST AUDIT REPORT
The Cost Audit Report for the FY 2024-25 does not contain any qualification, reservation or adverse remark and was filed within the prescribed timelines with the Registrar of Companies, Ministry of Corporate Affairs. The Cost Audit Report for the FY 2025-26 will be submitted to the Registrar of Companies, Ministry of Corporate Affairs within the prescribed timelines.
SECRETARIAL AUDITORS
In accordance with Section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and the amended provisions of Regulation 24A of the Listing Regulations, the members of the Company at their 44th Annual General Meeting held on August 25, 2025 had approved 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 (5) consecutive years, from FY 2025-26 to FY 2029-30, based on the recommendations of the Board of Directors and the Audit Committee. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold a valid certificate issued by the Peer Review Board of the ICSI.
ANNUAL SECRETARIAL AUDIT REPORT & ANNUAL SECRETARIAL COMPLIANCE REPORT
The Secretarial Audit Report of the Company along with the Secretarial Audit Report of IAC International Automotive India Private Limited, the material unlisted subsidiary of the Company for the Financial Year 2025-26 under the Companies Act, 2013 read with the rules made thereunder and Regulation 24A (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of this Report as Annexure - E. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their respective reports.
Pursuant to Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all listed entities are required to get a check on the compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder on an annual basis by a Practicing Company Secretary (PCS) and get an Annual Secretarial Compliance Report. The said report is required to be submitted to the Stock Exchanges within 60 days from the end of the Financial Year.
The Company has engaged Mr Maneesh Gupta (Membership No. F-4982), PCS and Secretarial Auditor of the Company for issuing the Annual Secretarial Compliance Report for the Financial Year 2025-26.
Accordingly, the Company has complied with the above said provisions and an Annual Secretarial Compliance Report for the Financial Year 2025-26
has been submitted to the Stock Exchanges within stipulated timelines.
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 2025-26 was carried out by Grant Thornton Bharat LLP.
Further, the Board of Directors in its meeting held on May 29, 2026 have reappointed Grant Thornton Bharat LLP as Internal Auditors of the Company for the FY 2026-27.
E. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, no fraud was reported by the Statutory Auditors or Secretarial Auditor against the Company which would be required to be mentioned in this Report.
V. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A detailed Business Responsibility an d Sustainability Report in terms of the provisions of Regulation 34 of the Listing Regulations forms a part of the Annual Report.
VI. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND INITIATIVES
The Company is dedicated to continuing to give back to society while expanding and conducting its business in a socially responsible and sustainable manner. A judiciously planned CSR program improves and influences communities by generating social and environmental value. The Company’s primary areas of focus continue to be “Quality Education” and “Good Health” for underprivileged sections of society, in line with the areas covered under Schedule VII and the Sustainable Development Goals.
During the year, the Company continued its support to existing educational institutions by offering career counselling and guidance integrating students into mainstream schools, providing books and other learning resources, life-skills and soft skills training, expanding opportunities for a holistic education.
As part of its health initiatives, the Company continues to focus on preventive healthcare through regular health check-up camps for cataract surgeries and by providing financial support to children suffering from juvenile diabetes.
Lumax Charitable Foundation (“Foundation”), the Company’s CSR arm is principally responsible for carrying out the Company’s CSR projects, with a focus on providing healthcare and education to disadvantaged communities.
In compliance with the provisions of the Act, the Company has constituted a CSR Committee of the Board and has instituted and implemented a CSR Policy. The Committee monitors and oversees the Company’s various CSR projects and initiatives.
During the year under review, the Company’s obligation to spend on the CSR activities was ' 376.80 Lakhs [' 368.62 Lakhs (after set-off)] i.e. 2% of the average net profits during the three immediately preceding financial years against which the Company has actually spent ' 377.33 Lakhs including the administrative expenses.
Consequent to the scheme(s) of merger of Lumax Ancillary Limited (LAL) and IAC International Automotive India Private Limited (IAC India) with the Company, the CSR expenditure made by LAL and IAC India during the FY 2025-26 has been clubbed and reported along with the CSR expenditure done by the Company for FY 2025-26.
KEY CSR ACTIVITIES
As part of its commitment to the SDGs of Quality Education and Good Health, the Company offers holistic education opportunities as well as preventive and curative health initiatives, overseen by the Lumax Charitable Foundation team and its implementation partners.
EDUCATION
With the aim of delivering holistic and quality education, the Foundation’s interventions include girl child enrolment in schools, learning aids and beyond-school learning support. The goal is to enable underprivileged students to enhance their learning experience through continuous life-skills and soft-skills training, comprehensive career counselling and field excursion trips. The programs also assist in providing scholarships to students to continue their education without disruption due to financial constraints. Continuous infrastructure support is provided to government schools, including construction of toilets and classrooms, wall painting and other infrastructure work, to ensure a conducive environment at school. These programs are conducted preferably in the vicinity of the Company’s plant locations.
During the year, the Company also initiated a skill development program in association with the
Automotive Skills Development Council (ASDC), aimed at enhancing the employability and technical competence of youth from the communities around its operations.
HEALTH
Under health interventions, the Foundation has organized eye care camps, conducting eye examinations and cataract procedures and supporting children with juvenile diabetes.
The Foundation also supports the treatment of cancer patients and helps in covering gaps in cancer care for outstation children coming to Delhi / NCR for treatment, including gaps in nutrition, education, mental health care/counselling, lodging etc.
During the year, the Company also launched Mobile Health Units, aimed at bringing primary healthcare services at the doorsteps of underserved and needy communities, thereby improving last-mile access to essential health services.
CONSTITUTION OF CSR COMMITTEE
As on March 31, 2026, the CSR Committee comprised of Mr Deepak Jain as Chairman, Mr D.K. Jain and Ms Diviya Chanana as Members.
The Board has adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at https://www.lumaxworld.in/lumaxautotech/ downloads/CSR-policy-latl.pdf Brief terms of reference and Meetings held of the Corporate Social Responsibility Committee along with attendance of members are provided in Corporate Governance Report forming part of this Report.
The key contents of the said policy are as below:
1. Background & CSR Philosophy
2. Scope & Purpose
3. Constitution of CSR Committee
4. Composition & Role of CSR Committee
5. Implementation of CSR Projects, Programs and Activities
6. Allocation of Budget
7. Treatment of Unspent CSR Expenditure
8. Lumax domains of engagement in accordance with Schedule VII
9. Monitoring and Review Mechanism
10. Impact Assessment
11. Reporting
12. Management Commitment
I n terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Annual Report on CSR for the Financial Year 2025-26 in the prescribed format is attached as Annexure-F to this Report.
VII. OTHER STATUTORY DISCLOSURES AS REQUIRED UNDER SECTION 134 OF THE ACT
A. Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the Year.
During the period under review, following companies ceased to be Subsidiaries/Joint Venture of the Company:
1. IAC International Automotive India Private Limited (Formerly known as Lumax Integrated Ventures Private Limited)
2. Greenfuel Energy Solutions Private Limited
3. Lumax Ancillary Limited
Further, during the year under review following two companies were incorporated as wholly owned subsidiaries of the Company:
1. Lumax Autocomp Private Limited
2. Lumax Auto Solutions Private Limited
B. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return for the Financial Year ended March 31, 2026 is available on the Company’s website at
https://www.lumaxworld.in/lumaxautotech/annual-
return.html
C. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Transfer of Unpaid Dividend
Pursuant to the provisions of Section 124(5) and other applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven (7) years from the date of transfer to Unclaimed/ Unpaid Dividend Account of the Company. Consequently, the Company had transferred an unclaimed Dividend Amount of ' 2,42,054/- to the IEPF, lying with it for a period of seven years pertaining to FY 2017-18 on October 17, 2025.
Transfer of Shares underlying Unpaid Dividend
Pursuant to the provisions of Section 124(6) and other applicable provisions of the Act read with the Rules, the shares in respect of which Dividend has not been paid or remains unclaimed for seven (7) consecutive years or more are also required to be transferred to the Demat account of IEPF Authority. The said provisions do not apply to the shares in respect of which there is a specific order of the Court, Tribunal or Statutory Authority, restraining any transfer of the shares.
Consequently, the Company had transferred 1,035 underlying Equity Shares to IEPF pertaining to FY 2017-18 on October 28, 2025.
Transfer of Unpaid / Unclaimed Dividend and underlying Shares for FY 2018-19
The due date for transfer into IEPF of the Unpaid/ Unclaimed Dividend lying in the Unpaid Dividend Account of the Company for the FY 2018-19 is September 23, 2026. 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 is in process of issuing notice in the newspapers and also the individual notices through speed post, at the latest available address to the concerned Shareholders, whose Dividend/Shares are liable to be transferred to IEPF, requesting them to claim their dividend on or before September 23, 2026.
D. 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 the provisions of this Section are not applicable to the Company.
E. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees given and investments made during the year under review in accordance with Section 186 of the Act are given in the Notes to Financial Statements.
F. MATERIAL CHANGES AND COMMITMENTS
Except as stated in this Report, there were no other material changes and commitments which have occurred after the end of the financial year ended March 31, 2026 till the date of this Report that affects the financial position of the Company.
G. 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 its operations. These manufacturing units are constantly encouraged to improve operational activities and maximizing production volumes and minimizing consumption of natural resources. Systems and processes have been put in place for utilization of alternate sources of energy and monitoring of energy consumption for all the units. Disclosure of information regarding Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earning and Outgo etc. under Section 134 (3) (m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as Annexure - G to this Report.
H. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators / Courts / Tribunals, which would impact the going concern status of the Company and its future operations.
I. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE (ICC) UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH)
I n terms of the provisions of Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, a “Statement to the effect that the Company has duly complied with the provisions related to Constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)” has to be included in the Board’s Report.
In accordance with the above-mentioned provisions of POSH, Company is in compliance with and has adopted the “Policy on Prevention of Sexual Harassment of Women at Workplace” and constituted an ICC for Prohibition, Prevention and Redressal of Sexual Harassment of Women
at Workplace and matters connected therewith or incidental thereto covering all the related aspects. The composition of ICC is in compliance with the provisions of POSH and includes external Members having relevant experience.
During the year under review, i.e. FY 2025-26, Eighteen (18) meetings and Thirty-Four (34) awareness sessions were held across all manufacturing and office locations. Further, as per the applicable provisions of POSH, the Company continues to submit Annual Report to the District Officer consisting of details as stipulated under the said Act.
The summary of complaint(s) received, disposed of and pending during the FY 202526, pursuant to the POSH Act and Rules framed thereunder is as under:
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Particulars
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Number
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Number of complaints of sexual harassment received in the year;
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0
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Number of complaints disposed off during the year; and
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0
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Number of cases pending for more than Ninety days
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0
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Disclosure of Maternity Benefit Compliance
Your Company is in compliance with the provisions of the Maternity Benefit Act, 1961 for the year under review.
J. 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 decade, 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 the year 2025-26 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 measure.
• Safety Competence, Awareness and Training: Employees received training to understand safety procedures and be aware of potential risks. This ensured that everyone was equipped to stay safe while working.
• Safety Performance and Risk Management: The Company established a system to manage safety and address potential risks. This approach helped prevent accidents and ensured the well-being of everyone.
• Team Approach to Safety Objectives: Teams within the Company collaborated to reach key safety goals, which facilitated improvements in safety throughout the organization.
• Strong Safety Management System and Committees: The Company upheld a strong safety management system, supported by safety committees that played a crucial role in discussing and advancing safety improvements swiftly and effectively.
• Embedding Safety in Meeting agendas for cultural change: Safety was consistently prioritized in meeting agendas across all levels of the Company. This approach ensured that safety practices were regularly reinforced and contributed to fostering a culture of ongoing enhancement in safety standards.
Apart from the above, the Company has also performed below activities in FY 2025-26:
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.
15. Safety Alerts & Best practices Sharing & its implementation.
K. GENERAL
During the year, there was no transaction requiring
disclosure or reporting in respect of the following
matters relating to:
a) i ssue 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.
L. CONTRIBUTION TO EXCHEQUER
The Company is a regular payer of taxes and other duties to the Government. During the year under review, the Company has paid all its statutory dues & presently, no dues are outstanding for more than six months. The Company has generally been regularly depositing its statutory dues with the appropriate authorities.
VIII. ACKNOWLEDGEMENT
The Board of Directors places on record its sincere appreciation to the Company’s valued customers, joint venture partners, shareholders, financial institutions, banks and Government authorities for their continued trust, support and cooperation.
The Board also expresses its gratitude to the Company’s vendors, dealers, business associates and employees for their continued commitment, dedication and valuable contributions, which have been instrumental in the Company’s sustained growth and operational excellence.
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