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

1. FINANCIAL PERFORMANCE- STANDALONE & CONSOLIDATED

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

(' in Lakhs, unless otherwise stated)

a. COMPANY PERFORMANCE
Standalone:

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

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

Consolidated:

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

b. SHARE CAPITAL

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

c. DIVIDEND

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

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

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

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

d. AMOUNT TRANSFER TO RESERVES

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

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

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

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

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

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

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

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

In accordance with the provisions of Section 129(3) of the
Act read with Rule 8(1) of the Companies (Accounts) Rules,
2014, a report on performance and financial position
of the WOS and Associate Company, included in the
Consolidated Financial Statement (CFS) is presented in a
separate section in this Annual Report in the prescribed
Form AOC-1.

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

2. STATE OF COMPANY’S AFFAIRS

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

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

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

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

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

Driving Force to Achieve Excellence within
Organization

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

- Strong connect within the organisation through
communication such as town halls, business
communication meets etc.

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

- Focusing on Implementing ESG Practices within the
organization

Future Approach

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

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

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

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

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

- SAP ERP Migration to RISE with SAP

- Enhanced Cybersecurity

- Operational Data Accuracy

- HRMS Enhancement

Strengthening Cyber Security and Digital Integration

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

Cyber Security Enhancements

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

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

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

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

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

Leveraging IT & Digital Tools in R&D and Manufacturing

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

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

Adapting to Electric & Connected Vehicle
Transformation

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

- Digital Product Development

- Smart Manufacturing Integration

- OEM Collaboration

- Product Innovation for EVs

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

Workforce Upskilling for Digital Transformation

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

- Digital Literacy & Tool Training

- AI & Automation Awareness

- Function-Specific Upskilling

- Leadership Enablement

Plans for Strengthening OEM Collaboration via Digital
Platforms

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

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

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

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

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

a. CAPACITY EXPANSION & MODERNIZATION OF
FACILITIES

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

b. TECHNOLOGY, INNOVATION AND QUALITY

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

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

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

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

Engineering and Product Development

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

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

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

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

c. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under the provisions of Regulation 34 of
the Listing Regulations read with Schedule V thereto,
Management Discussion & Analysis Report forms an
integral part of this Report as Annexure - A and provides
details on overall Industry Structure and Developments,
financial and operational performance and other material
developments during the Financial Year under review.

d. Key Business Developments

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

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

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

3. GOVERNANCE AND ETHICS

a. CORPORATE GOVERNANCE

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

b. DIRECTORS & KEY MANAGERIAL PERSONNEL

(i) DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

RETIREMENT BY ROTATION AND SUBSEQUENT
RE-APPOINTMENT

I n accordance with the Articles of Association of
the Company and Section 152 of the Act read with
the Companies (Appointment and Qualification
of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time
being in force), Mr Raajesh Kumar Gupta, Executive
Director (DIN: 00988790) and Mr Tadayoshi Aoki,
Executive Director (DIN:08053387) are liable to
retire by rotation at the ensuing AGM and being
eligible, offer themselves for reappointment.

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

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

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

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

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

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

(II) KEY MANAGERIAL PERSONNEL (KMP)

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

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

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

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

c. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the FY 2024-25, the Board met Six (6) times on
May 24, 2024, June 08, 2024, August 08, 2024, August
20, 2024, November 12, 2024, and February 10, 2025.
It is confirmed that the gap between two consecutive
meetings was not more than one hundred and twenty
days as provided in Section 173 of the Act.

Pursuant to the requirements of Para VII (1) of Schedule
IV of the Act and the Listing Regulations, a separate
Meeting of the Independent Directors of the Company
was held on March 28, 2025, without the presence
of Non-Independent Directors and Members of the
management, to review the performance of 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-Independent Directors and also to assess
the quality, quantity and timeliness of flow of information
between the Company Management and the Board.

d. DIRECTOR’S RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual Accounts for the
financial year ended March 31, 2025 the applicable
Accounting Standards had been followed and there
were no material departures;

(ii) that the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as on March 31, 2025 and
of the profit and loss of the Company for that period;

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

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

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

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

e. STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS

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

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

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

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

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

The Company believes that building a diverse and
inclusive culture is integral to its success. A diverse Board
will be able to leverage different skills, qualifications,
professional experience, perspectives and background
which is necessary for achieving sustainable and
balanced development.

The main features of the Nomination & Remuneration
Policy are as follows:

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

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

• It lays down the criteria for Board Membership;

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

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

The aforesaid policies are available on the website of the
Company at : https://www.lumaxworld.in/lumaxindustries/
pdf/nomination-and-remuneration-policy-of-directors-
key-managerial-personnel-and-other-employees.pdf
https://www.lumaxworld.in/lumaxindustries/pdf/policy-
on-diversity.pdf

g. PERFORMANCE EVALUATION OF BOARD,
COMMITTEES AND DIRECTORS

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

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

Evaluation Technique

• The evaluation methodology involves discussion
on questionnaires consisting of certain parameters,
Evaluation factor, Ratings and Comments, if any.

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

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

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

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

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

EVALUATION OUTCOME

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

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

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

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

h. AUDIT COMMITTEE & COMPOSITION

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

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

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

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

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

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

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

i. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

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

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

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

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

j. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

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

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

The Company has adopted the Code of Conduct for
Directors and Senior Management of the Company. The
same is available on the website of the Company at
https://www.lumaxworld.in/lumaxindustries/pdf/code-of-
conduct-for-directors-and-senior-management-final.pdf.
Annual affirmations for adherence to the Code are also
obtained by the Company from its Directors and Senior
Management on an annual basis.

l. PARTICULARS OF REMUNERATION OF DIRECTORS
AND OTHER EMPLOYEES

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

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

m. COMPLIANCE MANAGEMENT FRAMEWORK

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

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

n. FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS

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

o. HUMAN RESOURCES

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

4. INTERNAL FINANCIAL CONTROLS & ADEQUACY

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

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

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

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

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

The Company uses an established SAP ERP HANA
Systems to record day to day transactions for accounting
and financial reporting. The SAP system is configured to
ensure that all transactions are integrated seamlessly
with the underline books of accounts, which helps in
obtaining accurate and complete accounting records
and timely preparation of reliable financial disclosures.
The Company on May 01, 2024 had upgraded its existing
SAP system to SAP S/4 HANA RISE System.

b. RISK MANAGEMENT POLICY

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

The Risk Management Committee is responsible to
frame, implement and monitor the risk management
plan for the Company. The Committee is responsible for
development and implementation of a Risk management
Policy for the Company including identification therein
elements of risk, if any, which in the opinion of the Board
may threaten the existence of the Company and is
responsible for reviewing the risk management plan and

its effectiveness. The Company has Risk Management
Policy which can be accessed on Company’s website
https://www.lumaxworld.in/lumaxindustries/pdf/risk-
management-policy-lil.pdf.

c. AUDITORS

Statutory Auditors

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

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

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

Cost Auditors

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

The Board, on recommendation of Audit Committee,
has re-appointed M/s Jitender, Navneet & Co. (Firm
Registration No. 000119) as the Cost Auditors of the
Company, for the audit of the cost accounts of the
Company for the FY 2025-26.

The remuneration proposed to be paid to the Cost Auditor
requires ratification by the shareholders of the Company.
In view of this, your approval for payment of remuneration
to Cost Auditors is being sought at the ensuing AGM.
Accordingly, a resolution, seeking approval by members
for the ratification of the remuneration to be paid to
Cost Auditors amounting to ' 1.75 Lakhs (Rupees One
Lakh Seventy-Five Thousand only) excluding taxes and
out of pocket expenses, if any, payable to M/s Jitender,
Navneet & Co. is included in the Notice convening 44th
AGM of the Company.

Cost Audit Report

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

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

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

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

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

Annual Secretarial Audit Report & Annual Secretarial
Compliance Report

The Secretarial Audit Report for the Financial Year
ended March 31, 2025 under the Act, read with Rules
made thereunder and Regulation 24A (1) of the Listing
Regulations is set out in the Annexure - E to this Report.
There are no qualification, reservation, adverse remark
or disclaimer given by the Auditors in their Report.
Pursuant to Regulation 24A(2) of Listing Regulations,
all listed entities on annual basis are required to get
a check done by Practising Company Secretary (PCS)
on compliance of all applicable SEBI Regulations
and circulars/ guidelines issued thereunder and get
an Annual Secretarial Compliance Report issued in
this regard which is further required to be submitted
to Stock Exchanges within 60 days of the end of the
financial year.

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

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

Internal Auditors

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

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

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

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

5. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
AND INITIATIVES

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

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

The Lumax Charitable Foundation (“Foundation”), the
Company’s CSR arm/trust, is principally responsible
for conducting the CSR projects and programs. The
Foundation focuses on providing healthcare and

education to underprivileged students and communities
around Company’s plant locations, with a special focus
on girls and women.

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

During the year under review, the Company’s obligation
to spend on CSR activities was ' 154.59 Lakhs after
setting off an excess amount of ' 23.44 Lakhs excess
spent during earlier years against which the Company has
actually spent ' 157.80 Lakhs including the administrative
expenses. During the year, the Company has also got
Impact Assessment on a voluntary basis.

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

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

Aiming to deliver holistic and quality education, the
interventions include, girl child enrolment in formal
schools, learnings aids, beyond school learning
programes. The goal is to provide and enable students
from underserved communities to enhance their learning
experience through continual life-skills and soft-skills
training, comprehensive career counselling, and field
excursion trips. The programs also assists in providing
need based and merit based scholarships to students to
continue with their education without any disruption due
to financial constraints.

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

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

HEALTH

Under health intervention, the Foundation has been
organising camps for screening and awareness on
cancer prevention to the communities close to the

facilities. Blood profiling is part of the cancer screening
process, which also entails physical examinations by
gynaecologists, surgeons, and ENT specialists, as well
as radiological examinations.

It has also organized camps for eye care, conducting eye
examination and cataract procedures are performed.
Children afflicted with juvenile diabetes from underserved
communities are supported.

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

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

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

The contents of the said policy are as below:

a. Background & CSR Philosophy

b. Scope & Purpose

c. Constitution of CSR Committee

d. Composition & Role of CSR Committee

e. Implementation of CSR Projects, Programs and
Activities

f. Allocation of Budget

g. Treatment of Unspent CSR Expenditure

h. Lumax domains of engagement in accordance with
Schedule VII

i. Monitoring and Review Mechanism

j. Impact Assessment

k. Reporting

l. Management Commitment

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

6. OTHER DISCLOSURES

Material Changes and Commitments

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

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

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

One of the several commitments that continued to remain
in force throughout the financial year was developing
business along with improvement in environmental
performance to maintain a reliable and sustainable future.
During the course of the year, the manufacturing units
of the Company have continued their efforts to reduce
energy consumption in all areas of their operations with
energy efficient technologies and offtake of electricity
from renewable sources wherever feasible. These
manufacturing units are constantly encouraged to
improve operational activities and maximizing production
volumes and minimizing consumption of natural
resources. Systems and processes have been put in
place for utilization of alternate sources of energy and
monitoring of energy consumption for all the units.
Disclosure of information regarding Conservation of
Energy, Technology Absorption and Foreign Exchange
Earning and Outgo, etc. as required under Section 134(3)
(m) of the Act read with the Companies (Accounts) Rules,
2014, is annexed as an Annexure - G to this Report.
Annual Return

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

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

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

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

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

Significant and Material Orders passed by the
Regulators or Courts

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

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

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

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

The Committee meets as and when required and
provides a platform for female employees for registration
of concerns and complaints, if any.

During the year under review i.e. FY 2024-25, Seventy one
(71) training sessions were held across all manufacturing
and office locations to discuss on strengthening the
safety of employees at workplace. In addition, the
awareness about the Policy and the provisions of POSH
was also carried out in the said meetings. Further, as
per the applicable provisions of POSH, the Company
continues to submit Annual Report to the District Officer
consisting of details as stipulated under the said Act.
Environment, Health, Safety

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

This has involved a progressive refinement of policies and
procedures to ensure their effectiveness and relevance.
The Company regularly updates the said policies to
stay current with evolving standards and regulations.
Additionally, it has enhanced its systems for conducting

risk assessments, ensuring these assessments are
thorough and conducted regularly. This includes
evaluating workstations and other key components of a
comprehensive safety management system.

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

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

• Zero Cases of Major Incidences & Fire Cases.

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

• Safety Competence, Awareness and Training: -

Employees received training to understand safety
procedures and be aware of poten tial risks. This
ensured that everyone was equipped to stay safe
while working.

• Safety Performance and Risk Management: -

The Company established a system to manage
safety and address potential risks. This approach
helped prevent accidents and ensured the safety of
everyone involved.

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

• Strong Safety Management System and
Committees: - The Company upheld a strong
safety management system, with safety committees
playing a crucial role in discussing and advancing
safety improvements swiftly and effectively.

• Embedding Safety in Meeting agendas for
cultural change: - Safety was consistently
prioritized in meetings at all levels of the Company.
This approach ensured that safety practices were
regularly followed and fostered a culture of ongoing
improvement in safety standards.

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

1. Employee Engagement Activities (Celebrated
National Safety week, Personal Protective equipment
demonstrations, Mock Drill, Unplanned - Evacuation

Drill, Road Safety Week, World Environment Day,
Safety Motivational Reward activities, Work place
Safety awareness Training, Safety Quiz Program &
World Environment Health Day)

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

3. Hazard Identification and Risk Assessment of the
Machine.

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

5. Monthly Internal safety Committee Meeting.

6. Regional Safety Meeting at all regions.

7. Safety Gemba Audit and Monitoring.

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

9. Ventilation Study

10. Earthing inspection and testing

11. Fire Risk Assessment Audit.

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

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

14. Third Party Audit / Safety assessment done.

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

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5), 125 and
other applicable provisions of the Act, read with the
IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force),
all unpaid or unclaimed Dividends are required to be
transferred by the Company to the IEPF established by
the Central Government, after the completion of seven
(7) years from the date of transfer to Unclaimed/Unpaid
Dividend Account of the Company.

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

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

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

The last date for transfer into IEPF of the Unpaid/
Unclaimed Dividend lying in the Unpaid Dividend
Account of the Company for the FY 2017-18 is September
20, 2025. In compliance with the provisions of Section
124 of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 as amended from time to time,
the Company had issued a due notice in the newspapers
and also sent the individual notices through speed post/
registered post, at the latest available address to the
concerned Shareholders, whose Dividend/Shares were
liable to be transferred to IEPF, requesting them to claim
their dividend on or before August 22, 2025.

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

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

Persons [Pursuant to Regulation 9 of Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015]. This Code of Conduct is intended
to prevent misuse of Unpublished Price Sensitive
Information (“UPSI”) by Designated Persons.

The said Code lays down guidelines, which advise
Designated Persons and Insiders on the procedures
to be followed and disclosures to be made in dealing
with the shares of the Company and cautions them on
consequences of non-compliances.

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

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

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

GENERAL

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

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

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

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

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

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

CONTRIBUTION TO EXCHEQUER

The Company is a regular payer of taxes and other
duties to the Government. During the year under review,
the Company paid all its statutory dues & presently
no undisputed dues are outstanding for more than six
months. The Company generally ensures payment of all
dues to exchequer well within time line as applicable.

7. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors
Lumax Industries Limited

Deepak Jain

Chairman & Managing Director
DIN: 00004972

Place: Gurugram
Dated: May 26, 2025