Your Directors with immense pleasure present the 44th Annual Report of Lumax Auto Technologies Limited (“Company”) on the business and operations together with Audited Financial Statements of the Company for the year ended March 31, 2025.

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

COMPANY PERFORMANCE STANDALONE

On standalone basis, the revenue from operations during the Financial Year 2024-25 stood at ' 1,47,542.43 Lakhs as compared to ' 1,33,457.26 Lakhs in the last year. For the Financial Year 2024-25, the profit before tax stood at ' 9,509.37 Lakhs as compared to ' 11,410.81 Lakhs in the last year. The Profit after Tax (PAT) stood at ' 7,393.88 Lakhs as compared to ' 9,266.21 Lakhs. The Basic and Diluted Earnings per share stood at ' 10.85.

CONSOLIDATED

On consolidated basis, the revenue from operations stood at ' 3,63,666.98 Lakhs as compared to ' 2,82,173.58 Lakhs in the last year registering a growth of 28.88%. The profit before tax for the FY 2024-25 stood at ' 30,816.17 Lakhs as compared to ' 22,672.74 Lakhs in the last year witnessing a significant increase of 35.92%. The Profit for the FY 2024-25 stood at ' 22,916.21 Lakhs as compared to ' 16,696.29 Lakhs registering a significant increase of 37.25%. The Basic and Diluted Earnings per share for the FY 202425 stood at ' 26.08 registering a significant increase of 36.54%.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2025 was ' 1,363.15 Lakhs divided into 6,81,57,705 equity shares of ' 2/- each, fully paid up. During the year under review, the Company has not issued 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 2024-25 subject to the approval of the shareholders at the ensuing Annual General Meeting (“AGM”).

The proposed Dividend for FY 2024-25, would result in appropriation of ' 3,748.67 Lakhs as against the same amount in last FY 2023-24. The Dividend payout ratio works out to 50.70%.

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

The Dividend as recommended by the Board, if approved by the shareholders at the ensuring AGM, shall be paid to eligible shareholders, whose names appear in the Register of Members as on August 07, 2025, within the stipulated time period.

DIVIDEND DISTRIBUTION POLICY

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

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 (hereinafter 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, 2025, the Company has a total of Twelve (12) Subsidiaries and Joint Venture Companies. The performance highlights 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 ' 36,191.19 Lakhs for the FY 202425.

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 ' 16,723.47 Lakhs for the FY 2024-25.

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 ' 1,108.14 Lakhs for the FY 2024-25.

d) Lumax Jopp Allied Technologies Private Limited (LJAT)

LJAT was formed in collaboration with Jopp Holding GmbH, Germany. The Company holds

50% of the Equity in LJAT. LJAT manufactures Gear Shift Towers, AMT Kits & AGS. The revenue from operations of LJAT stood at ' 1,243.10 Lakhs for the FY 2024-25.

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 ' 2,128.66 Lakhs for the FY 2024-25.

f) Lumax Ituran Telematics Private Limited (LITPL)

LITPL was formed in collaboration with Ituran Location and Control Limited, Israel for the sale of telematic products and services. The Company holds 50% of the Equity in LITPL. The revenue from operations of LITPL stood at ' 3,307.71 Lakhs for the FY 2024-25.

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. LAIPL has achieved a turnover of ' 4,917.60 Lakhs for the FY 2024-25.

h) Lumax Management Services Private Limited (LMS)

LMS, a wholly owned subsidiary of the Company, is a full-time corporate service provider to Lumax-DK Jain Group Entities. The Revenue from operations of LMS stood at ' 4,579.11 Lakhs for the FY 2024-25.

i) IAC International Automotive India Private Limited (Formerly known as Lumax Integrated Ventures Private Limited) (IAC India)

Earlier Lumax Integrated Ventures Private Limited (LIVE) was a wholly owned subsidiary of the Company and IAC International Automotive India Private Limited was a subsidiary Company of LIVE and was recognized as a material step-down subsidiary of the Company. The Scheme of Amalgamation was filed with Hon’ble National Company Law Tribunal (NCLT) for the Merger between IAC International Automotive India Private Limited (Transferor Company) and Lumax Integrated Ventures Private Limited (Transferee Company) and the Scheme was approved by the Hon’ble NCLT vide its order dated February 16,

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

Subsequent to the Financial Year under review, the Company has completed the acquisition of the remaining 25% shareholding in IAC International Automotive India Private Limited (“IAC India”) on May 22, 2025. Accordingly, IAC India has now become a Wholly Owned Material subsidiary of the Company.

The revenue from operations of IAC stood at ' 1,21,812.78 Lakhs for the FY 2024-25.

j) Lumax Ancillary Limited (LAL)

LAL, a wholly owned subsidiary of the Company is engaged in the business of manufacturing wiring harness and lamp assembly. The revenue from operations of LAL stood at ' 23,582.91 Lakhs for the FY 2024-25.

k) Lumax Resources Private Limited (LRPL)

LRPL is a wholly owned subsidiary of the Company. It does not have any operations. Through LRPL, the Company acquired 60% equity stake in Greenfuel Energy Solutions Private Limited, on November 26, 2024.

l) Greenfuel Energy Solutions Private Limited (GESPL)

GESPL, a material step-down subsidiary of the Company is India’s Tier 1 provider of green mobility and clean energy solutions to Key OEMs. Greenfuel is a prominent supplier of :

(1) high-pressure fuel delivery and storage systems (including related components and sub-systems) primarily for CNG and hydrogen automobiles and

(2) fire and smoke alarm, detection and suppression systems (including related components and sub-systems) for the automotive industry.

The Revenue from operations of GESPL stood at ' 31,686 Lakhs for the FY 2024-25. However, w.e.f. November 26, 2024, ' 10,965.99 lakhs has been considered in the consolidated revenue of the Company.

MERGER / AMALGAMATIONSa) 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 on July 20, 2024. The appointed date of the Scheme is April 01, 2024. The Hon’ble NCLT reserved order on the first motion application for the said Amalgamation vide its order dated January 03, 2025. Once the order for first motion application is pronounced, the Company will file the second motion application for approval of the Scheme. It is expected that the process for merger of LAL with the Company will be completed within FY2025-26.

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 is November 26, 2024. The order was reserved by Hon’ble NCLT w.r.t. the first motion application, on May 29, 2025.

It is expected that the process for merger of GESPL with LRPL will be completed within FY2025-26.

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 past fiscal year presented mixed sentiments for the Indian automotive sector. While the passenger vehicle (PV) segment recorded only marginal growth

in production compared to the previous year, the twowheeler (2W) segment experienced robust growth.

Supported by significant new product introductions and strong confidence from Original Equipment Manufacturers (OEMs), the Company achieved growth that outpaced the overall industry on a consolidated basis.

I t was a successful year for the Company, marked by an expanded product portfolio and new business wins from existing customers, contributing to a stronger top line.

In response to OEMs’ growing focus on localization to mitigate supply chain risks, the Company has invested in upgrading its existing manufacturing facilities. These upgrades will support the successful localization of technologically advanced products, providing customers with high-quality solutions and enhanced supply chain resilience.

The Company is also strategically expanding its presence in the PV segment. It is actively aligning its operations to support this initiative by introducing future product lines through various joint ventures (JVs).

Driving Force to Achieve Excellence within Organization

Driving operational excellence across plants through a strong emphasis on Kaizen, Total Employee Involvement (TEI), Quality Circles, Total Productive Maintenance (TPM), and other continuous improvement initiatives. Strengthening plant-level engagement through effective communication platforms such as town halls and business communication meetings.

Fostering an open and inclusive work culture, supported by robust Reward & Recognition (R&R) policies aimed at holistic human resource development.

Placing a strong focus on the implementation of Environmental, Social, and Governance (ESG) practices across the organization.

Future Approach

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

• The Company is actively exploring future growth in the electric vehicle (EV) space by identifying and engaging with potential partners to leverage this evolving market.

• Efforts are underway to introduce new technologies aligned with the market’s shift toward the premium segment, with a particular emphasis on Advanced Driver Assistance Systems (ADAS).

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

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

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

- SAP ERP Migration to RISE with SAP S/4 HANA RiSE System

- Enhanced Cybersecurity

- Operational Data Accuracy

- HRMS Enhancement

Strengthening Cyber Security and Digital Integration

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

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

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

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

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

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

Leveraging IT & Digital Tools in R&D and Manufacturing

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

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

Adapting to Electric & Connected Vehicle Transformation

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

- Digital Product Development

- Smart Manufacturing Integration

- OEM Collaboration

- Product Innovation for EVs

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

Workforce Upskilling for Digital Transformation

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

- Digital Literacy & Tool Training

- AI & Automation Awareness

- Function-Specific Upskilling

- Leadership Enablement

Plans for Strengthening OEM Collaboration via Digital Platforms

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

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

• Co-Development Frameworks: Digital integration of R&D workflows ensured seamless product coengineering.

• Aftersales Support Tools: Introduced digital tracking and feedback systems to enhance postdelivery service quality.

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

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

All in all, the Company made good progress in all areas in FY 2024-25, 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 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 awards i.e. Japan Institute of Plant Maintenance (JIPM) TPM Consistent Award, MSIL Overall Performance Award for Plastic Division, HMSI Supplier Conference - QCDDM Award, ACMA Excellence Award, ICQCC Gold Awards. 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 REPORT

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, Management Discussion & Analysis Report is annexed as part of this report separately 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, 2025, there was no change in the nature of business of the Company.

III. GOVERNANCE AND ETHICSA. 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

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

During the Financial year under review, Mr Roop Salotra and Mr Milap Jain, Independent Directors of the Company completed their second terms of 5 years on July 22, 2024 and consequently, ceased to hold the position of Independent Directors on the Board. Accordingly, the Board in its meeting held on July 22, 2024 had appointed Mr Parag Chandulal Shah (DIN: 00374944) as a Non-Executive Independent Director on the Board of the Company with effect from July 23, 2024 for a term of 5 years. The members of the Company had also approved the appointment of Mr Parag Chandulal Shah (DIN: 00374944) as a Director for a term of 5 years with effect from July 23, 2024 at their Annual General Meeting held on September 27, 2024.

KEY MANAGERIAL PERSONNEL

As on March 31, 2025, Mr D.K. Jain, Executive Chairman, Mr Anmol Jain, Managing Director, Mr Vikas Marwah, Chief Executive Officer, Mr Ashish Dubey, Chief Financial Officer and Mr Pankaj Mahendru, Company Secretary were acting as Key Managerial Personnel (KMPs) of the Company as per the provisions of the Act.

The Board of Directors of the Company, had, in their meeting held on May 29, 2025 noted that Mr. Ashish Dubey will attain the age of superannuation on June 30, 2025 and accordingly will cease to be the Chief Financial Officer, Key Managerial Personnel w.e.f. close of business hours on June 30, 2025 and accordingly will cease to be the Senior Management Personnel of the Company. Looking to his rich experience and expertise, Mr. Ashish Dubey shall be assuming the higher responsibilities in the Group with effect from July 01, 2025.

Accordingly, the Board had approved the proposal to appoint Mr. Ankit Thakral, as Chief Financial Officer (Key Managerial Personnel) of the Company with effect from July 01, 2025 and has also designated him as a Senior Management Personnel of the Company.

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 Deepak Jain, Director (DIN:00004972) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The said re-appointment was considered by the Board of Directors and accordingly the same is being recommended to the members in the ensuing 44th Annual General Meeting of the Company.

A brief profile of Mr Deepak Jain is provided in the Notice of the ensuing AGM of the Company.

C. INDEPENDENT DIRECTORS

As on March 31, 2025, the Board has 4 (Four) Independent Directors including one Woman Independent Director, representing diversified fields and expertise.

During the Financial year 2024-25, Mr Roop Salotra and Mr Milap Jain ceased to be Independent Directors of the Company w.e.f. the close of business hours of July 22, 2024 consequent upon completion of their second tenure of 5 years and Mr Parag Chandulal Shah (DIN: 00374944) was appointed as a Non-Executive Independent Director on the Board of the Company w.e.f. July 23, 2024.

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 exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

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

E. NUMBER OF BOARD MEETINGS AND COMMITTEES OF BOARD

During the FY 2024-25, the Board of Directors met seven (7) times viz. May 27, 2024, July 22, 2024, August 10, 2024, September 14, 2024, November 13, 2024, February 13, 2025 and March 26, 2025. Further, it is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Act.

Pursuant to the requirements of Para VII (1) of Schedule IV of the Act and the Listing Regulations, a separate Meeting of Independent Directors was also held on March 26, 2025, without the presence of Non-Independent Directors and Members of the managemen t to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive, Non-Ind ependent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board. The details on Attendance during the Board Meetings and other Committee Meetings of Board of Directors are provided in Corporate Governance Report which forms part of the Boards’ Report.

BOARD DIVERSITY AND POLICY ON DIRECTOR’SAPPOINTMENT 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 experience, perspectives and background

which is necessary for achieving sustainable and balanced development. The Board has adopted Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and Other Employees in terms of the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II of Listing Regulations and Policy on Diversity which sets out the criteria for determining qualifications, positive attributes and independence of a director. The main features of the above Policies are as follows:

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

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

• It lays down the criteria for Board Membership;

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

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

The aforesaid Policies are available on the website of the Company at

https://www.lumaxworld.in/lumaxautotech/downloads/ nomination-and-remuneration-policy-of-directors. pdf and https://www.lumaxworld.in/lumaxautotech/ downloads/policy-on-diversity.pdf

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 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 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 Directors 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 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 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 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.

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.

All related party transactions to be entered into by Subsidiary Companies to which the subsidiary of the Company is a party but the Company is not a party and the value of the transaction(s) exceeds/ is likely to exceed the limit of 10% of the Annual Standalone Turnover of the Subsidiary Company basis 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 Transaction 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 September 27, 2024.

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

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

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. 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, discrimin ation among employees, anonymously to provide protection to the employees who report such unethical practices and irregularities.

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

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

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, 2025, 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 profits of the Company for that period;

(iii) they 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 are 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.

* Mr Avinash Parkash Gandhi was appointed as Chairperson of the Committee w.e.f. July 23, 2024.

# Due to reconstitution of the committee, Mr Arun Kumar Malhotra became a member of the Committee w.e.f. July 23, 2024.

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 Corporate Governance Report forming part of this Report.

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

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

B. RISK MANAGEMENT POLICY

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

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

C. 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. This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information (“UPSI”) by designated persons.

The said Code lays down guidelines, which advise Designated Persons on the procedures to be

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

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/ lumaxautotech/downloads/latLcode-of-conduct-for-directors-and-senior-management.pdf Annual affirmations for adherence to the Code is also obtained by the Company from its Directors and Senior Management on an annual basis.

D. AUDITORSSTATUTORY AUDITORS

Consequent to the completion of tenure of S.R.Batliboi & Co. LLP (Firm Registration No. 301003E/E300005), Chartered Accountants as Statutory Auditors of the Company, the Board had, in terms of Section 139(2) of the Act and upon recommendation of the Audit Committee, recommended the appointment of Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) as the Statutory Auditors of the Company, for a period of five consecutive years from the conclusion of the 43rd Annual General Meeting up to the conclusion of the 48th Annual General Meeting, to the members of the Company for approval.

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

The shareholders of the Company had also approved the appointment of Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) as Statutory Auditors of the Company in the 43rd Annual General Meeting

held on September 27, 2024 to hold office till the conclusion of the 48th Annual General Meeting of the Company to be held in the year 2029.

Statutory Auditor Report

The Report given by the Statutory Auditors on the Financial Statements of the Company for the Financial Year 2024-25 forms a part of this Annual Report. The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITORS

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 such accounts and records are prepared and maintained in the prescribed manner. The Board, on recommendation of Audit Committee has re-appointed M/s Jitender, Navneet & Co., (Firm Registration No. 000119) as the Cost Auditors of the Company in its Meeting dated May 29, 2025 for the audit of the cost records of the Company for the FY 2025-26.

The remuneration proposed to be paid to the Cost Auditor requires ratification by the shareholders of the Company. In view of this, your approval for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Accordingly, a resolution, seeking approval by members for the ratification of the remuneration to be paid to Cost Auditors amounting to ' 2.00 Lakhs (Rupees Two Lakhs) excluding taxes and out of pocket expenses, if any, payable to M/s Jitender Navneet & Co., is included in the Notice convening 44th AGM of the Company.

Cost Audit Report

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

DISCLOSURE ON MAINTENANCE OF COST RECORDS AS SPECIFIED BY CENTRAL GOVERNMENT UNDER SUB SECTION (1) OF SECTION 148

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

SECRETARIAL AUDITORS

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

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

ANNUAL SECRETARIAL AUDIT REPORT & ANNUAL SECRETARIAL COMPLIANCE REPORT

The Secretarial Audit Report for the FY 2024-25 of the Company along with its 3 Material Subsidiaries

i.e. Lumax Mannoh Allied Technologies Limited, IAC International Automotive India Private Limited (formerly known as Lumax Integrated Ventures Private Limited) and Greenfuel Energy Solutions Private Limited under the Act read with the Rules made thereunder and Regulation 24A (1) of the Listing Regulations forms a part of this Report as Annexure - E. There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditors in their Reports. Pursuant to Regulation 24A (2) of the Listing Regulations, all listed entities on annual basis are required to get a check done by Practicing Company Secretary (PCS) on compliance of all applicable SEBI Regulations and circulars/

guidelines issued thereunder and get an Annual Secretarial Compliance Report issued by a PCS and such Report is required to be submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

The Company has engaged Mr Maneesh Gupta (Membership No. F-4982), PCS and Secretarial Auditor of the Company for issuing the Annual Secretarial Compliance Report for the Financial Year 2024-25.

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

INTERNAL AUDITORS

I n compliance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Internal Audit of various units of Company, for the FY 2024-25 was carried out by Grant Thornton Bharat LLP.

Further, the Board of Directors in its meeting held on May 29, 2025 have reappointed Grant Thornton Bharat LLP as Internal Auditors of the Company for the FY 2025-26.

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 Statutory Auditors or Secretarial Auditor against the Company which would be required to be mentioned in this Board’s Report.

V. 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 a part of the Annual Report.

VI. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND INITIATIVES

The Company is dedicated to continuing to give back to the society while expanding and conducting business in a socially responsible and sustainable manner. A judiciously thought-out CSR program improves and influences communities by generating social and environmental value. The Company’s primary areas of interest have been Quality Education and Good Health

for underprivileged sections in society. The Company’s focus areas are covered under Schedule VII and Sustainable Development Goals. During the year, the Company kept up its support for the current educational institutions by offering career counseling, integrating students into the learning centers and schools, providing books and other learning resources, and improving possibilities for a comprehensive education. The Company focuses on preventative healthcare as part of its health initiatives by regularly conducting health check-up camps for cataract surgeries and providing financial support to juvenile diabetic patients. The Lumax Charitable Foundation (“Foundation”), the Company’s CSR arm/trust, is principally responsible for carrying out the CSR projects. The Foundation focuses on providing healthcare and education to underprivileged girls and women.

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

During the year under review, the Company’s obligation to spend on CSR activities was ' 176.44 Lakhs [' 152.82 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 ' 161 Lakhs including the administrative expenses.

KEY CSR ACTIVITIES

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

EDUCATION

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

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

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

HEALTH

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

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

CONSTITUTION OF CSR COMMITTEE

As on March 31, 2025, the CSR Committee comprised of Mr Deepak Jain as Chairman, Mr D.K. Jain and Ms Diviya Chanana as Members.

During the Financial Year under review, Mr Roop Salotra, Chairman of the CSR Committee, ceased to be the Non-Executive Independent Director of the Company w.e.f. the close of business hours of July 22, 2024. Accordingly, the Board of Directors in their meeting held on July 22,2024 reconstituted the CSR Committee with Mr Deepak Jain as the Chairman, Mr D.K. Jain and Ms Diviya Chanana as Members w.e.f. July 23, 2024.

Further, the Board has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at https://www.lumaxworld.in/ lumaxautotech/downloads/CSR-policy-latl.pdf Brief terms of reference and Meetings held of the Corporate Social Responsibility Committee along with attendance of members are provided in Corporate Governance Report forming part of this Report.

The key contents of the said policy are as below:

1. Background & CSR Philosophy

2. Scope & Purpose

3. Constitution of CSR Committee

4. Composition & Role of CSR Committee

5. Implementation of CSR Projects, Programs and Activities

6. Allocation of Budget

7. Treatment of Unspent CSR Expenditure

8. Lumax domains of engagement in accordance with Schedule VII

9. Monitoring and Review Mechanism

10. Impact Assessment

11. Reporting

12. Management Commitment

In terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Annual Report on CSR for the Financial Year 2024-25 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 became or ceased to be Subsidiaries, Joint Venture, and Associate Company of the Company:

1. IAC International Automotive India Private Limited (formerly known as Lumax Integrated Ventures Private Limited):

I AC International Automotive India Private Limited (IAC India) was step down subsidiary of the Company and subsidiary of Lumax Integrated Ventures Private Limited (LIVE). During the financial year 2023-24, IAC was merged with LIVE, consequent to which IAC India was dissolved without being wound up w.e.f. March 18, 2024 and the name of LIVE was changed from LIVE to IAC India.

Subsequent to the financial year under review, the Company has acquired the remaining 25% shareholding in the IAC International Automotive India Private Limited on May 22, 2025. Accordingly, IAC India has become a Wholly Owned Material subsidiary of the Company.

2. Greenfuel Energy Solutions Private Limited (GESPL):

During the financial year under review, the Company has acquired 60% of the Equity stake in GESPL from its existing shareholders through LRPL on November 26, 2024 and GESPL has become a material step-down subsidiary of the Company.

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, 2025 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 ' 3,56,382.50/- to the IEPF, lying with it for a period of seven years pertaining to FY 2016-17 on October 08, 2024. 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 926 underlying Equity Shares to IEPF pertaining to FY 2016-17 on October 19, 2024

Transfer of Unpaid/Unclaimed Dividend and underlying Shares for FY 2017-18

The due date for transfer into IEPF of the Unpaid/ Unclaimed Dividend lying in the Unpaid Dividend Account of the Company for the FY 2017-18 is September 25, 2025. In compliance with the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016 as amended from time to time, the Company is in the process of issuing notice in the newspapers and also the individual notices through speed post/registered 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 25, 2025.

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

Unless elsewhere stated in this Report, there were no other material changes and commitments which have occurred after the end of the financial year ended March 31, 2025 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 constitution of ICC is as per the provisions of POSH and includes external Members from NGO or those individuals having relevant experience. The detail on status of complaints filed, disposed off and pending with regard to POSH is incorporated in Corporate Governance Report forming part of the Report.

During the year under review, i.e. FY 202425, Seventeen (17) meetings and Forty Four (44) 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.

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 nine years, the Company has made substantial efforts to improve its safety management practices.

This has involved a progressive refinement of policies and procedures to ensure their

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

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

Key aims and objectives achieved in the year 2024-25 includes:

• Zero Cases of Major Incidences & Fire Cases.

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

• Safety Competence, Awareness and Training :-Employees received training to understand safety procedures and be aware of 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 2024-25:

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 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 paid all its statutory dues & presently no dues are outstanding more than six months. The Company have generally been regularly depositing its statutory dues with the appropriate authorities.

VIII. ACKNOWLEDGEMENT

The Board of Directors conveys its profound appreciation to the Company’s esteemed customers, Joint Venture partners, shareholders, financial institutions, banks and government authorities for their continued support and collaboration. The Board also extends its sincere thanks to vendors, dealers, business associates and employees for their dedication and contributions, which have been pivotal to the Company’s strong operational performance.