Dear Members,

Your Director's with immense pleasure present the 42nd 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, 2023.

The Key highlights of Financial Performance of the Company for the year along with previous year figures are as follows:

(Rs. in Lakhs unless otherwise stated)

on account of merger as per Ind AS 103.

On standalone basis, the revenue from contracts with customers during the Financial year 2022-23 stood at Rs. 1,32,174.10 Lakhs as compared to Rs. 1,19,637.71 Lakhs in the last year registering a growth of 10.48%. For the Financial Year 2022-23, the profit before tax and exceptional items stood at Rs. 9,867.50 Lakhs as compared to Rs. 7,543.03 Lakhs in the last year witnessing an increase of 30.82%. The Profit after Tax (PAT) stood at Rs. 7,352.04 Lakhs as compared to Rs. 5,481.11 Lakhs registering a significant increase of 34.13%. The Basic and Diluted Earnings per share stood at Rs. 10.79 registering a significant increase of 34.13%.

On consolidated basis, the revenue from contracts with customers stood at Rs. 1,84,746.00 Lakhs as compared to Rs. 1,50 ,792.43 Lakhs in the last year registering a growth of 22.52%. The profit before tax and exceptional items for the FY 2022-23 stood at

Rs. 15,558.53 Lakhs as compared to Rs. 11,465.61 L akhs in the last year witnessing a significant increase of

35.70%. The Profit after Tax and minority interest for the FY 2022-23 stood at Rs. 9 ,287.53 Lakhs as compared to Rs. 6,940.90 Lakhs registering a significant increase of 33.81%. The Basic and Diluted Earnings per share for the FY 2022-23 stood at

Rs. 13.63 registering a significant increase of 33.81%.

The authorized share capital of the Company consequent to the approval of the Scheme of amalgamation between the Company and its Wholly Owned Subsidiary namely, Lumax Mettalics Private Limited, has been restated and increased to Rs. 4,610 L.00 divided into 23,05,00,000 equity akhs shares of Rs. 2 each from Rs. 3,610.00 Lakhs divided into 18,05,00,000 equity shares of Rs. 2 each.

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 1,363. L 15 divided into 6,81,57,705 akhs equity shares of Rs. 2/- each, fully paid up. During the year under review, the Company has not issued shares or granted stock options or sweat equity.

The Board of Directors (herein referred to as "the Board") have recommended a dividend of Rs. 4.50/- (i.e. 225%) per equity share of face value of Rs. 2/- each for the FY 2022-23 subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM").

The proposed Dividend for FY 2022-23, would result in appropriation of Rs. 3,067.10 Lakhs as against Rs. 2,385.52 Lakhs in last FY 2021-22. The

Dividend payout ratio works out to 41.72%.

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 Register of Members and Share Transfer Books shall remain closed from Friday, August 11, 2023 to Tuesday, August 22, 2023 (both days inclusive). 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 Thursday, August 10, 2023 within the stipulated time period.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (hereinafter referred to as "Listing R egulations") (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

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.

As per Regulation 33 of the Listing Regulations, applicable provisions of the Companies Act, 2013 (herein referred to as "the Act") and Ind AS 110, the Audited Consolidated Financial Statements are provided in the Annual Report of the Company.

As on March 31, 2023, the Company has Ten (10) Subsidiaries (including One (1) step down subsidiary). The performance highlights of these Companies are follows:

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 Rs. 30,078.16 Lakhs for the FY 2022-23.

LCAT was formed in collaboration with Cornaglia Metallurgical Products India Private Limited (wholly owned subsidiary of O cine Metallurgiche G. Cornaglia S.p.A. Italy). The Company holds 50% of the Equity in LCAT.

The entity manufactures Air Intake Systems, Urea T & Injection Blow Moulded Parts. ank

The revenue from operations of LCAT stood at Rs. 13,481.21 Lakhs for the FY 2022-23.

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 Rs. 266.56 Lakhs for the FY 2022-23.

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 Rs. 947.86 Lakhs for the FY 2022-23.

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. LYTL started its commercial production with effect from January 01, 2023. The revenue from operations of LYTL stood at

Rs.147.45 Lakhs for the FY 2022-23.

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 Rs. 237.11 Lakhs for the FY 2022-23.

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 Rs. 3,096.77 Lakhs for the financial year 2022-23.

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 Rs.3,493.58 Lakhs for the FY 2022-23. i) Lumax Integrated Ventures Private Limited (LIVE)

LIVE is a wholly owned subsidiary of the Company. On February 18, 2023, the Company has executed Share Purchase Agreement with IACNA Mauritius Limited to acquire 75% shareholding in IAC International Automotive India Private Limited (IAC) through LIVE. The transaction was completed on March 10, 2023 and thus, IAC became a subsidiary of LIVE and Step down subsidiary of the Company. Lumax Energy Solutions Private Limited, a subsidiary of LIVE and SIPAL Engineering Private Limited, an Associate of LIVE, have been Voluntary Liquidated. j) IAC International Automotive India Private Limited (IAC)

IAC is engaged in the business of manufacturing vehicle interior systems and components.The revenue from operations of IAC stood at Rs. 80,075.49 Lakhs for the FY 2022-23. (for the purpose of consolidation, turnover of Rs. 5,122.18 Lakhs was considered for the period from March 10, 2023 till March 31, 2023).

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, Associate Companies forms part of this Annual Report in the prescribed Form AOC-1 as a part of Financial Statements.

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 accounts of subsidiaries and associates are available on the website of the Company i.e. https://www.lumaxworld.in/lumaxautotech and the same shall also be made available for inspection at Registered Office of the Company during the working hours.

The past fiscal year was a significant year for the Indian automotive segment especially for the passenger vehicle segment where India surpassed Japan to become the 3rd largest auto market after China and United States.

The passenger vehicle segment recorded a strong growth of 25% in production vis-?-vis the last year. All the other segments showed a decent growth indicating the strong economic growth. With the significant new model launches and the trust shown by the Original Equipment Manufacturers (OEMs), on consolidated basis, the Company was able to clock growth more than that of the industry.

It has been a pretty successful year for the Company with addition of new customers in its portfolio coupled with the new businesses from existing customers to improve top line.

With the introduction and emphasis of localization by OEMs, to avoid the risks associated with the supply chains, Lumax has invested in the upgradation of its existing manufacturing facilities. The same will help in successful localization of technologically advanced products thus giving the customers immunity from supply chain risks with best quality products. Company is strongly moving its pie to service PV segment, and is taking various steps on its alignment to cater this space by adding future product lines under various JVs.

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

- Strong connect within plant level 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

- Focus to capitalize on new opportunities in the passenger vehicle industry drives demand for high-value components

- Driving on future growth related to EV segment, scouting future partners to leverage this potential

- Bringing New Technologies to capitalize the growth which is coming from the market shift in the premium segment, focus on ADAS etc.

To stay ahead in the competition, the Company is planning to figure out the present and future needs and then collaborate with the best technology to help achieve those goals.

The Company further tried to strengthen its internal procedures in a major push towards paperless office.

During this year, the Company focused on digitalization of the key approval processes and these processes are integrated with the other important application. After the Covid-19 pandemic, the term "Digitalization" has become more pervasive and importance is well known to everyone. Now after digitalization of key approval processes, these are further streamlined and helped in increasing the productivity and faster decision making. For the Company, data security and business continuity will always remain in focus as this is very important from the sustainability point of view. To achieve this, the Company has implemented many security solutions which will be rare in the manufacturing industries. For business continuity, the Company is having 3 layers of security to meet the customer's supply and the Company's IT infra can't afford single minute downtime.

The Company is having IT infra in different seismic zone for continuity of the IT operations.

To strengthen supply chain, the Company has covered all the domestic suppliers on portal LSETU and this is tightly integrated with SAP MRP. All suppliers can view their transactions at Lumax end on this portal and this will further increase the trust with suppliers.

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 2022-23, and the management is quite confident that going forward the Company will continue to deliver value to all its customers and stakeholders. The long term outlook for the Company remains positive and it is poised to outperform the industry.

During FY 2022-23, the Company has upgraded its manufacturing facilities at Pune & Bengaluru as per customer requirement to cater new product lines and meet their increased volumes.

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.

In addition, various plants of the Company have received awards for Quality initiatives i.e. Kaizen

Award from Bajaj, NCQC Excellence Award,

ACMA Award in HSS, Qualified for BAL Platinum Award, 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.

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.

During the Financial Year ended March 31, 2023, there was no change in the nature of business of the Company.

The report on Corporate Governance together with the Auditor's Certificate on 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 Annexure - B.

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

During the year under review, Ms Diviya Chanana, the Independent Director of the Company had resigned from the Board of the Company with effect from May 10, 2022 due to the reason for not being able to comply with the provisions of Section 149 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, however Ms Diviya Chanana had been reappointed w.e.f. August 06, 2022 for further period of 5 years after complying with provisions of Section 149 of the Act and the abovementioned rules.

As on March 31, 2023, 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 Raajesh Kumar Gupta, Company Secretary were Key

Managerial Personnel (KMPs) of the Company as per the provisions of the Act. Subsequent to the close of financial year:

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

- Mr. Pankaj Mahendru has been appointed as a Company Secretary (KMP) of the Company with effect from May 30, 2023.

In accordance with the Articles of Association of the Company and Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr Anmol Jain, Director (DIN:00004993) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

A brief profile of Mr Anmol Jain is provided in the

Notice of the ensuing AGM of the Company.

As on March 31, 2023, the Board has 5 (Five)

Independent Directors including one Woman Independent Director, representing diversified fields and expertise.

All Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name in the data bank of independent directors, pursuant to the provision of Rule 6 (1) of 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 and satisfied themselves with the performance and contribution of all the Independent Directors.

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

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.

The Board took on record the declarations and confirmations submitted by the independent directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations.

Ms Diviya Chanana, the Independent Director of the Company had resigned from the Board of the Company with effect from May 10, 2022 due to the reason for not being able to comply with the provisions of Section 149 of Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Further, Ms Diviya Chanana has been reappointed as Independent Director for a further period of 5 years w.e.f. August 06, 2022 after complying with provisions of Section 149 of the Act and the abovementioned rules.

During the FY 2022-23, the Board of Directors met Seven (7) times viz. May 12, 2022, August 06, 2022, November 12, 2022, February 03, 2023, February 13, 2023, February 18, 2023 and March 06, 2023. 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 25, 2023, 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. 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.

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 and professional experiences perspectivesandbackgroundswhichisnecessaryfor achieving sustainable and balanced development. The Board has adopted a policy on Nomination, Remuneration and Board Diversity which sets out the criteria for determining qualifications, positive attributes and independence of a director.

The main features of the Policy are as follows:

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

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

It lays down the criteria for Board Membership;

It sets out the approach of the Company on

Board Diversity; and

It lays down the criteria for determining independence of a Director, in case of appointment of an Independent Director During the year under review, there were no substantive changes in the Policy except to align the Policy with amendments made to applicable laws and the same is available on the website of the Company at: https://www.lumaxworld. in/lumaxautotech/downloads/nomination-andremuenration-policy-of-directors.pdf

In 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.

The evaluation methodology involves completion of questionnaires consisting of certain parameters such as Evaluation factor, Ratings and Comments, if any.

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

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

The performance of Non-Executive Director and Independent Directors is evaluated by other Board Members based on criteria like managing relationship, knowledge and skill, personal attributes, independence from the management etc.

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

Further, the assessment of Chairman's performance is done by each Board Member on similar qualitative parameters.

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 is placed.

The Board as a whole together with each of its committees were 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.

All contracts/arrangements/transactions entered by the Company with related parties were in ordinary course of business and at 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 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. Policy on Related Party Transaction formulated by the Company are available on the website of the Company at https:// www.lumaxworld.in/lumaxautotech/ relatedpartytransaction-policy.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 Shareholder's approval on Material

Related Party Transactions have been taken by way of Postal Ballot for which the results were declared by the Company on September 30, 2022.

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 alongwith Compliance team periodically monitors status of compliances with applicable laws based on quarterly certification provided by Senior Management.

The Company has established a vigil mechanism and formulated Whistle Blower Policy, for Directors, employees and business associates to report to the management, concerns about unethical behaviour, 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 oversee 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 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, discrimination among employees, anonymously to provide protection to the employees who report such unethical practices and irregularities.

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

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

The Board state that applicable Secretarial

Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied by the Company.

In terms of section 134 (3) (c) & 134 (5) of the Act and to the best of their knowledge and belief, and based on the information and explanations provided, your Directors hereby make the following statements: (i) that in the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures in the Auditor Report and Notes to Accounts; (ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the

financial year and of the profit and loss of the Company for that period; (iii) that the Directors 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) that the Directors have prepared the Annual

Accounts on a "going concern" basis;

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; (vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Information on Employees as required under

Section 197 of the Act read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Report as an Annexure - D.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules which form part of the Directors' Report, will be made available to any shareholder on request, as per provisions of Section 136(1) of the Act.

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Act read with the Rules framed thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and having experience of Financial Management.

The Audit Committee comprises of Mr Arun Kumar Malhotra as Chairman, Mr Roop Salotra, Mr Milap Jain, Mr Avinash Parkash Gandhi and Mr Anmol Jain as Members.

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 Meeting held of the Audit Committee along with attendance of members are provided in Corporate Governance

Report forming part of this Report.

Please refer to the Paragraph on Familiarisation

Programme in the Corporate Governance Report for detailed analysis.

Please refer to the paragraph on Significant Developments in Human Resources in the

Management Discussion & Analysis section for detailed analysis.

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 Commitee.

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 every quarter by its Statutory Auditors.

The Company uses an established ERP ‘SAP HANA' S to record day to day transactions ystems 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 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.

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons. This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive

Information ("UPSI") by designated persons and their immediate relatives.

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.

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 https://www.lumaxworld.in/ lumaxautotech/downloads/code-of-conduct.pdf

The shareholders have approved the reappointment of M/s S.R. Batliboi & Co. LLP (Firm Registration No. 301003E/E300005), Chartered

Accountants as Statutory Auditors of the Company in the 38th Annual General Meeting held on August 23, 2019 to hold office till the conclusion of the 43rd Annual General Meeting of the Company to be held in the year 2024.

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

The Report given by the Statutory Auditors on the Financial Statements of the Company forms part of this Annual Report. The Auditor Report does not contain any qualification, reservation, adverse remark or disclaimer

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

The Board on recommendation of Audit Committee has re-appointed M/s Jitender, Navneet & Co., (Firm Registration No. 000119) as the Cost Auditors of the Company in Board Meeting dated May 30, 2023 for the audit of the cost accounts of the Company for the FY 2023-24.

The remuneration proposed to be paid to the Cost Auditor requires ratification by the shareholders of the Company. In view of this, your approval for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Accordingly, a resolution, seeking approval by members for the ratification of the remuneration to be paid to Cost Auditors amounting to Rs. 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 42nd AGM of the

Company.

The Cost Audit Report for the FY 2021-22 has been filed with the Central Government within the stipulated time.

The Company is maintaining cost records as stipulated under applicable laws.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Maneesh

Gupta (Membership No. F-4982), Practising

Company Secretary as the Secretarial Auditor in Board Meeting held on May 30, 2023 to undertake the Secretarial Audit for FY 2023-24. The Company has received consent from Mr Maneesh Gupta to act as Secretarial Auditor for conducting audit of the secretarial records for the FY 2023-24.

The Secretarial Audit Report of the Company and Lumax Mannoh Allied Technologies Limited and IAC International Automotive India Private Limited (Material Subsidiaries of the Company) for the FY 2022-23 forms part of this Annual Report as an Annexure - E. There are no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Reports.

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 by a PCS and such Report 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 providing Annual Secretarial Compliance Report.

In compliance with the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Internal Audit, of various units of Company, for the FY 2022-23 was done by M/s

Grant Thornton Bharat LLP. Further, the Board of Directors in its meeting held on May 30, 2023 has reappointed M/s Grant Thornton Bharat LLP as Internal Auditors for the FY 2023-24.

During the year under review, no fraud was reported by Statutory Auditor and Secretarial Auditor against the Company which would need to be mentioned in this Board's Report.

A detailed Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of the Listing Regulations forms part of the Annual Report.

The Company is committed to grow and operate in a socially sustainable manner and continue to give back to society. A well-outlined CSR program creates social and environmental value thus impacting and improving the lives of communities. The key focus areas of the Company have been Education and Healthcare for disadvantaged sections of the society. The Company's focus areas are largely covered under Schedule VII of the Act. During the year, the Company continued its support to the existing schools by way of support on career counselling, integrating students in schools providing books and learning aids, meals enhancing holistic education opportunities. Under its healthcare initiatives, the Company is focusing on preventive healthcare by continuously organizing health check-up camps, lending financial support to hospitals for juvenile diabetes, cataract operations.

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

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

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

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

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

Under health, the Foundation has been supporting communities near the plants with preventive cancer awareness and screening camps and also provide eye care camps for eye-check up and conducting cataract surgeries. The cancer screening includes blood profiling along with physical examination by a surgeon, ENT specialist and a gynaecologist, complete with radiology examination.

The CSR Committee of the Board comprises of Mr Roop Salotra as Chairman, Mr D.K. Jain and Mr Deepak Jain as Members of the Committee. Further, the Board have 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 contents of the said policy are as below:

1. CSR Philosophy

2. Constitution of CSR Committee

3. R ole of CSR Committee

4. Implementation of CSR Projects, Programs and

Activities

5. Allocation of Budget

6. L umax domains of engagement in accordance Schedule VII

7 Monitoring and Review Mechanism .

8. Management Commitment

In terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Annual Report on CSR in prescribed format is attached as Annexure-F to this Report.

During the period under review, following companies became or ceased to be Subsidiaries, Joint Venture, and Associate Company of the Company:

1. IA C International Automotive India Private Limited (IAC): During the period under review,

Company has acquired 75% of Shares of IAC through LIVE, a Wholly Owned Subsidiary of the Company.

2. Sipal Engineering Private Limited (SEPL): During the period under review, SEPL an Associate Company of LIVE has been Voluntarily Liquidated w.e.f. July 18, 2022.

3. Lumax Mettalics Private Limited (LMPL): A wholly owned subsidiary has been merged with the Company vide order passed by the Hon'ble

National Company Law Tribunal, New Delhi Bench dated March 01, 2023.

4. L umax Energy Solutions Private Limited (LESPL), a Subsidiary of LIVE which was under the process of Voluntary Liquidation has been dissolved w.e.f. April 19, 2023.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return for the Financial Year ended March 31, 2023 is available on the

Company's website at https://www.lumaxworld.in/ lumaxautotech/annual-return.html

Pursuant to the provisions of Section 124(5) of the

Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), 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. Consequently, the Company has transferred Rs. 1,66,635/- during the year to the IEPF, lying with it for a period of seven years pertaining to FY 2014-15.

Pursuant to the provisions of Section 124(6) 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. During the year, the Company had transferred 1,975 shares to the

Demat Account of the IEPF Authority within the timeline prescribed in IEPF Rules.

Transfer of Unclaimed Interim Dividend and underlying Shares for FY 2015-16

The due date for transfer into IEPF of the Unpaid/ Unclaimed Dividend lying in the Unpaid Interim Dividend Account of the Company for the FY

2015-16 was April 15, 2023. 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 and underlying shares on or before April 15, 2023.

Accordingly, the Company had transferred an unclaimed Dividend Amount (Interim Dividend) of Rs. 1,14,713/- to the IEPF, lying with it for a period of seven years pertaining to FY 2015-16. The

Company had also transferred 1,990 underlying Equity Shares to IEPF pertaining to FY 2015-16.

During the year under review, the Company has neither accepted nor renewed any Deposit under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the Notes to Financial Statements.

Due to phased out technology and continuous losses the operations of Bhosari Plant were shifted to other units of the Company and the Board approved the Closure of the said unit of the Company w.e.f. May 31, 2023.

Due to lower demand from the customer, the operations of K-76, Aurangabad has been shifted to another unit in Aurangabad and the Board approved the Closure of the said unit of the Company w.e.f. May 31, 2023.

There was no adverse impact of this closure on the financials of the Company. There were no other material changes and commitments which have occurred after the end of the financial year ended March 31, 2023 till the date of this Report that affects the financial position of the Company.

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.

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.

As per Section 134(3) read with Rule 8 of 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". The constitution of ICC is as per the provisions of POSH and includes external Members from NGO or those individuals having relevant experience In accordance with the provisions of POSH, the

Company has adopted the "Prevention of Sexual Harassment at Workplace Policy" 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 Committee meets as and when required, however minimum one meeting is ensured during the Financial Year to discuss strengthening safety of employees at workplace and also to resolve/ address related issues, if any reported during the year. Further, 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, 22 (Twenty Two) Meetings and 31 (Thirty One) awareness sessions of

ICC across all plant locations were held. Further, as per the applicable provisions of POSH, the Company continues to submit Annual Report to the District Officer consisting of details as stipulated under the said Act.

The Company continues to identify and manage risk to ensure the Safety of the employees. The

Company focuses on "Safety" continuously to ensure policies, procedures and systems to meet the requirements of current legislation and best practices. Over the last seven years the Company has been working to strengthen the position in relation to Safety management. This has been a process of gradually tightening up on policies and procedures and ensuring that these remain relevant and up-to date. The Company has improved systems for carrying out risk assessments and making sure that they are regularly reviewed; for tracking of workers; workstation assessments and for many other aspects of a good Safety management system. Work closely with its internal Safety Officers and external Agencies to build on that work and promote continuous improvement.

Key aims and objectives achieved in FY 2022-23 includes: Strong and Active Leadership:

Corporate safety procedures & Emergency

Procedures were reviewed and safety management audit program was delivered.

Safety competence, awareness & training was in place.

Safety performance and risk management arrangements established in the organization.

Team approach has continued to progress key Safety objectives.

Continuation of strong Safety Management

System through the established safety committeestoensuree ectivecommunication and consultation arrangements for discussion and promotion of Safety improvements at scale and pace.

Safety as a standing item on all Corporate,

Directorate and manager meeting agendas to embed best practice and drive cultural change and improvement.

Apart from the above, the Company has also performed below activities in FY 2022-23 sincerely:

1. Employee Engagement Activities (Celebrated National Safety week, Personal Protective equipment demonstrations, Unplanned – Evacuation Drill, Road Safety Week, World Environment Day, Safety Motivational Reward activities, Work place Safety awareness

Training, Safety Quiz Programme & World

Environment Health Day).

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

3. Hazards specific Safety training (Fire Fighting, Near Miss, First Aid, Electrical Safety, Chemical

& Machine Safety).

4. Monthly Internal safety Committee Meeting.

5. Regional Safety Meeting at all regions.

6. Safety Gemba Audit and Monitoring.

7. Fire Risk Assessment Audit.

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

9. Near miss incident capturing and Investigation.

10. Thermography study for health check-up of electrical Panel.

11. Third Party Audit / Safety assessment done.

From the last Six years, the Company also commenced the Fire Risk Assessment Audit for Tier-2 suppliers (63 Nos) to reduce the fire related incident and achieved significant OK result. Also, the Company has initiated for safety and started the Safety Audit from FY 2019-20 for (5 Nos) suppliers to reduce the human injury (Only for those who are having the heavy power press machinery- Critical Operation).

Apart from the above activities, the Company is strictly monitoring the injury status and sharing the same every month to its Vendors. The Company also delivered Training awareness programs related to Fire, Electrical, Machine Safety and Fire Mock drill.

J. GENERAL

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

(a) issue of equity shares with differential rights as to dividend, voting or otherwise; (b) issue of shares (including sweat equity shares) to employees of the Company under any scheme; (c) raising of funds through preferential allotment or qualified institutions placement; (d) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and (e) instance of one-time settlement with any bank or financial institution.

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.

It is our belief that we have a leadership team with the right experience and skills to take us into the next phase of growth. We continue to build our skills and add appropriate resources, which will help the Company deliver solid results in the years to come. The Directors place on record their sincere gratitude and appreciation for the continued co-operation and support extended to the Company by its highly valued customers, Joint Venture Partners, all the shareholders, financial institutions & Banks, various Government Agencies.

The Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.