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LG Electronics India Limited — Proxy Solicitation & Information Statement 2026
Mar 1, 2026
63366_rns_2026-03-01_4bedcc5f-d6ed-4ff6-b044-838e00e890eb.pdf
Proxy Solicitation & Information Statement
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LG Electronics India Limited
(16th to 20th Floor) C- 001, Tower D, KK Project, Sector-16 B. Noida - 201301 Dist. Gautam Buddha Nagar, UP (India) T : 91-120-651-6700 Website: www.lg.com/in Email id: [email protected]
LGEIL/CGC/2025-26/44
Date: March 01, 2026
National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G Phiroze Jeejeebhoy Towers Bandra Kurla Complex, Dalal Street, Bandra (E), Mumbai – 400 051 Mumbai – 400 001 NSE Symbol: LGEINDIA Scrip Code: 544576
Sub: Intimation of Postal Ballot Notice
Dear Madam/Sir,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached a copy of Postal Ballot Notice dated February 11, 2026, along with Explanatory statement, for seeking members’ approval through remote e-voting only, in respect of the following Ordinary Resolutions :
| S. No. | Particulars |
|---|---|
| 1 | Approval of the re-appointment of Mr. Dongmyung Seo (DIN: 09481866) as Whole Time Director (designated as Executive Director) of the Company |
| 2 | Approval of the Material Related Party Transactions between LG Electronics India Limited and LG Electronics Inc., promoter of the Company |
The Company has engaged the services of National Securities Depository Limited (NSDL) for providing remote e-voting facility to its members. The Schedule of events for Postal Ballot (Remote e-voting) is mentioned below:
| Sr. No. | Event | Date |
|---|---|---|
| 1 | Cut-off-date for determining the list of members eligible for remote e-voting and for sending Postal Ballot Notice to members* |
Friday, February 20, 2026 |
| 2 | Commencement of e-voting | 09:00a.m. (IST)on Monday,March02,2026 |
| 3 | End of e-voting | 05:00p.m.(IST)on Tuesday,March 31,2026 |
| 4 | Declaration of Results of Postal Ballot | On or before i.e.Thursday,April 2,2026 |
*The Postal Ballot notice is being sent today i.e. March 1, 2026 only through electronic mode to those members whose e-mail addresses are registered with the Company/Registrar and Share Transfer agent/Depositories and whose names appear in the Registrar of Members as on Friday, February 20, 2026 (“Cut-off-date”)
Regd. Office: A-24/6, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi – 110044 CIN: L32107DL1997PLC220109
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LG Electronics India Limited
(16th to 20th Floor) C- 001, Tower D, KK Project, Sector-16 B. Noida - 201301 Dist. Gautam Buddha Nagar, UP (India) T : 91-120-651-6700 Website: www.lg.com/in Email id: [email protected]
The Postal Ballot Notice is also being uploaded on the Company’s website at https://www.lg.com/in/.
You are requested to kindly take the above information on record.
Thanking You,
Yours truly, For LG Electronics India Limited
Digitally signed by Anuj Goyal Anuj Goyal Date: 2026.03.01 12:52:07 +05'30' (Anuj Goyal) Company Secretary and Compliance Officer
Encl: As above
Regd. Office: A-24/6, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi – 110044 CIN: L32107DL1997PLC220109
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LG Electronics India Limited
CIN: L32107DL1997PLC220109
Regd. Office : A-24/6, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi – 110044 Website: www.lg.com/in, Email id: [email protected] T: 91-120-651-6700
NOTICE OF POSTAL BALLOT
Pursuant to Section 108 & 110 of the Companies Act, 2013 read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014
| Commencement of e-voting: | 9:00 a.m. (IST) on Monday, March 2, 2026 |
|---|---|
| End of e-voting: | 5:00 p.m. (IST) on Tuesday, March 31, 2026 |
Dear Members,
NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘ Act ’) (including any statutory modification or reenactment thereof for the time being in force), read with Rule(s) 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘ Rules ’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’) and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘ SS-2 ’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘ MCA ’) for holding general meetings/ conducting postal ballot process through e-Voting vide General Circular No(s). 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 read with subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025 (collectively referred to as ‘ MCA Circulars ’), to transact special businesses as set out hereunder by passing Ordinary Resolution(s), by way of postal ballot only, by voting through electronic means (‘ remote e-voting ’).
| S. No. | Proposals |
|---|---|
| 1 | Approval of the re-appointment of Mr. Dongmyung Seo (DIN: 09481866) as Whole Time Director (designated as Executive Director) of the Company |
| 2 | Approval of Material Related Party Transactions between LG Electronics India Limited and LG Electronics Inc., Promoter of the Company |
Pursuant to Section 102(1) read with Section 110 and other applicable provisions of the Act, the explanatory statement pertaining to the said resolutions, setting out inter-alia the information as required under the SEBI Listing Regulations, SEBI Master Circular dated January 30, 2026 read with the SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/135 dated October 13, 2025 along with the Industry Standards on “Minimum information to be provided for review of the Audit Committee and members for approval of Related Party Transaction (RPT)”, other material facts and the reasons/rationale thereof (‘Statement’) is annexed to this Postal Ballot Notice (‘ Notice’ ) for your consideration and forms an integral part of this Notice.
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In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-Voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (‘ NSDL ’) for the purpose of providing remote e-Voting facility to its members. The instructions for remote e-Voting are appended to this Notice. The Notice is also available on the website of the Company at: https://www.lg.com/in/investorrelations/ and on the website of NSDL at www.evoting.nsdl.com.
In compliance with the MCA Circular(s), this Postal Ballot Notice along with explanatory statement is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories/ Registrar and Share Transfer Agent. Members whose e- mail address is not registered with the Company/ Depositories/ Registrar and Share Transfer Agent, may please follow the process provided in the notes to the postal ballot notice for registration of e- mail address as well as to receive this Notice and login ID and password for remote e-voting.
Members desiring to exercise their vote through remote e-voting process are requested to carefully read the instructions indicated in the ‘Notes’ section of this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure for casting of votes by remote e-voting not later than 5:00 p.m. (IST) on Tuesday, March 31, 2026 . The remote e-voting facility will be disabled by NSDL immediately thereafter. The last date of e-Voting shall be the date on which the resolutions would be deemed to have been passed, if approved by the requisite majority.
SPECIAL BUSINESS:
1. Approval of the re-appointment of Mr. Dongmyung Seo (DIN: 09481866) as Whole Time Director (Designated as Executive Director) of the Company
To consider and, if thought fit, to pass following as an ORDINARY RESOLUTION:
“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (" Act ") read with Schedule V of the Act and the Companies (Appointment and Qualification of Directors) Rules 2014, (including any statutory modification or re-enactment thereof), applicable provisions of the Securities and Exchange Board of India ( Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company and subject to such other approval(s), consent(s), permission(s) and sanction(s) as may be necessary or required from time to time and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors (“Board”) of the Company at their meetings held on January 16, 2026 respectively, approval of the members be and are hereby accorded to re-appoint Mr. Dongmyung Seo (DIN: 09481866) as Whole Time Director (designated as Executive Director) of the Company for a period of 4 (Four) years effective from January 27, 2026, liable to retire by rotation, on such terms and conditions including remuneration as set out in the explanatory statement annexed to this Notice.”
“RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the “Board” which term shall include the Nomination and Remuneration Committee of the Board) of the Company, be and is hereby authorized to vary, alter and modify the terms of re-appointment including remuneration structure of Mr. Dongmyung Seo, as it may deem fit necessary, within the limits approved by the members and as per provisions of the Act and other applicable statutory provisions; and further authorized to do all such acts, deeds and things, as it may, in its absolute discretion deem necessary, expedient or desirable, with power on behalf of the Company to settle all such questions, difficulties or doubts whatsoever, that may arise while giving effect to this resolution, without requiring the Board to secure any further consent or approval of the Members of the Company.”
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2. Approval of Material Related Party Transaction(s) between LG Electronics India Limited and LG Electronics Inc., Promoter of the Company
To consider, and if thought fit, to pass following as an ORDINARY RESOLUTION:
“ RESOLVED THAT pursuant to Regulation(s) 23(4), 2(1)(zc) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations” ), the applicable provisions of the Companies Act, 2013 (“ Act” ), read with related rules formed thereunder, if any, as amended from time to time, and the Policy on Related Party Transaction(s) of LG Electronics India Limited (“ Company” ), and based on the prior approval of the Audit Committee, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of Company (hereinafter referred to as the “ Board” , which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to continue with the existing contract(s)/arrangement(s)/ transaction(s) and/or enter into and/or execute new contract(s)/arrangement(s)/transaction(s), (whether by way of an individual transaction or a series of transactions taken together), with LG Electronics Inc., Holding Company and related party in the nature of (a) Purchase of (i) raw materials, stores and spares and service components; and (ii) stock-in-trade; (b) Sale of (i) raw materials, stores and spares and service components; (ii) manufactured goods; and (iii) stock in trade; (c) Purchase of fixed assets; (d) Payment of Royalty; (e) Sale of fixed assets; (f) Service charges paid and received; (g) Service warranty charges paid and claims received; (h) Other expenses paid; (i) Reimbursement of expenses received on such terms and conditions as may be agreed between the Company and LG Electronics Inc., for an aggregate value up to INR 72,500 Million (Indian Rupees Seventy Two Thousand Five Hundred million only) on such material terms and conditions as detailed in the explanatory statement to this resolution and as may be mutually agreed between the related parties, provided that the said transaction(s)/ contract(s)/arrangement(s)/agreement(s) shall be carried out at arm’s length basis and in the ordinary course of business of the Company.
“RESOLVED FURTHER THAT the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), agreement(s) etc and to file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/regulatory authorities, if applicable, in this regard and to deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”
“RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Key Managerial Personnel(s) or any other Officer(s) or Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).”
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“RESOLVED FURTHER THAT all actions taken by the Board or Audit Committee or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects.”
By Order of the Board of Directors For LG Electronics India Limited
Date: February 11, 2026 Place: Noida
Sd/-
Anuj Goyal Company Secretary & Compliance Officer (ICSI Membership No. A23761)
Registered Office:
A-24/6, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi -110044 CIN: L32107DL1997PLC220109 Website: www.lg.com/in | Email id: [email protected] |T: 91-120-651-6700
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NOTES:
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The Explanatory Statement, for the proposed resolutions mentioned above, pursuant to Section 102 read with Section 110 of the Companies Act, 2013 (“Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘‘Rules’’), as amended and any other related provisions of the Act (including any statutory modifications or re-enactment thereof, for the time being in force) is annexed hereto and forms part of this Postal Ballot Notice (“Notice”).
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Pursuant to MCA Circulars, the Company is sending this Postal Ballot Notice ONLY in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received by the Company from the Depositories/ KFin Technologies Limited, the Company’s Registrar and Transfer Agent (RTA’), as on Friday, February 20, 2026 (‘Cut Off Date’) and whose e-mail addresses are registered with the Company/RTA/ Depositories/Depository Participants and who will register their e-mail address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on Cut-Off Date.
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Only those Members whose names are appearing in the Register of Members/List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a member as on Cut-Off Date should treat this Notice for information purposes only.
It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories/Depository Participants) shall be entitled to vote in relation to the aforementioned Resolution(s) in accordance with the process specified in this Notice.
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In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and any amendments thereto, if any and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its members the facility to cast their vote by electronic means on all resolutions set forth in the Notice. The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide e-voting facility to its members. The detailed procedure with respect to remote e-voting is mentioned hereinafter in this Notice.
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The remote e-Voting shall commence on Monday, March 02, 2026 at 9:00 a.m. (IST) and shall end on Tuesday, March 31, 2026 at 5:00 p.m. (IST) . During this period, Members of the Company holding equity Shares in physical or electronic form as on the Cut-Off Date may cast their vote(s) electronically. The remote e-voting module shall be disabled by National Securities Depository Limited (‘ NSDL ’) for voting thereafter. Once the vote on a resolution is cast by Members, it cannot be changed subsequently.
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The Board of Directors of the Company has appointed Mr. Neeraj Arora, Practising Company Secretary, (Membership No. FCS 10781; CP No. 16186), Proprietor of M/s Neeraj Arora & Associates, Practising Company Secretaries, as the Scrutinizer to scrutinize the Postal Ballot process in fair and transparent manner. The Scrutinizer have consented to act as Scrutinizer for this postal ballot.
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The Scrutinizer shall submit his consolidated report to the Chairman, or any other person authorized by him. The Results of the Postal Ballot through remote e-voting (‘ Result ’), along with Scrutinizer’s Report, shall be declared by the Chairman or any other person so authorized within two working days from the conclusion of the remote e-voting period.
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The Result declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.lg.com/in and on the website of NSDL www.evoting.nsdl.com immediately after the
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Result is declared by the Chairman or any other person so authorised by him, and the same shall be communicated to the Stock Exchanges, i.e., BSE Limited (‘ BSE ’) and the National Stock Exchange of India Limited (‘ NSE ’), where the Equity Shares of the Company are listed. The Result shall also be displayed on the notice board of the Company at its Registered Office at A-24/6, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi -110044.
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The resolutions, if passed by the majority of Members through Postal Ballot, will be deemed to have been passed on the last date specified for remote e-Voting i.e., Tuesday, March 31, 2026 .
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Members may download the Notice from the website of the Company at www.lg.com/in or the website of NSDL at www.evoting.nsdl.com. A copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com
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The vote in this Postal Ballot cannot be exercised through proxy.
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All material documents referred to in the explanatory statement will be available for inspection only through electronic mode on all working days from the date of dispatch until the last date for receipt of votes by e-voting i.e., Tuesday, March 31, 2026 . Members may send their requests to [email protected] from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period.
13. Procedure and instructions for e-voting:
I. FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e-voting facility provided by listed companies”, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.
Members are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility
Login method for individual shareholders holding shares in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.j sp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this willpromptyou to enteryour |
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existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
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If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
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Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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Individual Shareholders holding securities in demat mode with CDSL
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Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.
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After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is
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| in progress as per the information provided by the Company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers. |
|
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility upon logging in, you will be able to see e-Voting option. 2. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at 022-4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
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II. FOR NON-INDIVIDUAL SHAREHOLDERS HOLDING SHARES IN DEMAT MODE AND SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM
Login method for non-individual shareholders holding shares in demat mode and individual shareholders holding shares in physical form are given below:
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below :
| 4. Your User ID details are given below : | |
|---|---|
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
| For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** |
| For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
- Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email address is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email address. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email address is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
- If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
III. CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares having voting cycle.
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Select “EVEN” of Company for which you wish to cast your vote during the remote e-Voting period.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
IV. GENERAL INSTRUCTIONS/INFORMATION FOR MEMBERS FOR VOTING ON THE RESOLUTIONS
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a request to Pallavi Mhatre at [email protected].
V. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E MAIL ADDRESSES FOR E-VOTING FOR THE RESOLUTIONS SET OUT IN THIS NOTICE :
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email address correctly in their demat account in order to access e-voting facility.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) AND 110 OF THE COMPANIES ACT, 2013
Item No. 1 Approval of the re-appointment of Mr. Dongmyung Seo (DIN: 09481866) as Whole Time Director (designated as Executive Director) of the Company
The Members of the Company in their Annual General Meeting held on September 30, 2022 had appointed Mr. Dongmyung Seo (DIN: 09481866) as Whole Time Director (designated as Executive Director) of the Company for a period of 4 (Four) years effective from January 27, 2022 and accordingly his tenure has completed on January 26, 2026.
The Board of Directors (“ Board ”) of the Company at their meeting held on January 16, 2026 on recommendation of Nomination and Remuneration Committee had re-appointed Mr. Dongmyung Seo (DIN: 09481866) as Whole Time Director (designated as Executive Director) of the Company, subject to the approval of the members, with effect from January 27, 2026 for a period of 4 (four) years on the terms and conditions including remuneration below:
- A. Salary, Allowances & Perquisites not exceeding ₹3,50,00,000/- (Indian Rupees Three Crore and Fifty Lakh only) per annum including payment of incentive/rewards/bonus as may be paid from time to time excluding any tax component being borne by the Company.
Perquisites, Reimbursements and Allowances include Leased Accommodation/ House Rent Allowance, Medical expenses (subject to limits) incurred for Mr. Dongmyung Seo, leave travel allowance as per the rules of the Company within the limits mentioned above.
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B. In addition to the above, as per Company policy, he shall be entitled to telephone at residence, Mobile Phone, Chauffeur driven car and Club Membership for the Company’s business which shall not be included in the overall ceiling of salary, allowances and perquisites mentioned above.
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C. Annual Increments or any change in the remuneration of Mr. Dongmyung Seo shall be approved by the Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee from time to time during his tenure, subject to the limits approved by the Members.
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D. Other Terms & Conditions:
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a. Mr. Dongmyung Seo shall perform his duties in the interest of the Company.
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b. Mr. Dongmyung Seo shall be entitled for reimbursement for actual entertainment travelling, boarding, lodging and all other expenses incurred by him in connection with the Company’s business or during the course of discharge of his official duties and responsibilities and such reimbursement will not form part of his remuneration.
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c. Mr. Dongmyung Seo shall not be entitled to receive sitting fees for attending meetings of the Board of Directors or any Committees thereof.
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d. Mr. Dongmyung Seo shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in the Act including related rules and the provisions contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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e. Mr. Dongmyung Seo shall adhere to the Code of Conduct of the Company and shall also comply with all policies and laws applicable on the Company.
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- f. This re-appointment shall not be considered as a break in his service as Managerial Personnel of the Company.
The above may be treated as a written memorandum setting out the terms of re-appointment of Mr. Dongmyung Seo pursuant to the provisions of Section 190 of the Companies Act, 2013.
Based on the recommendation of the Nomination and Remuneration Committee and in view of the significant contributions and break-through achievements of Mr. Dongmyung Seo in a very challenging environment, the Board of Directors of the Company in its meeting held on January 16, 2026, have approved the re-appointment of Mr. Dongmyung Seo as Whole Time Director (designated as Executive Director) of the Company effective January 27, 2026, subject to the approval of the Members of the Company and other necessary regulatory approvals / compliances, if any.
The Company has also received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of a Director.
The Company has also received from Mr. Dongmyung Seo the Consent to act as Whole Time Director in Form DIR-2, Disclosure of Interest in Form MBP-1 and Form DIR-8 stating that he is not disqualified to act as a director with respect to the proposal for his re-appointment. Mr. Dongmyung Seo is also acting as the Chief Financial officer of the Company since November 18, 2024.
Mr. Dongmyung Seo satisfies all the conditions set out in Part-I of Schedule V to the Act and conditions set out under sub-section (3) of Section 196 of the Act for being eligible for his reappointment. He is not disqualified to act as Director in terms of Section 164 of the Act and is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.
Details of Mr. Dongmyung Seo pursuant to the provisions of (i) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India are provided in the ‘Annexure-I’ to the Notice.
Pursuant to Sections 196, 197, 198, 203 and other applicable provisions of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Schedule V of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the re-appointment of Mr. Dongmyung Seo as Whole Time Director with remuneration requires approval of the Members by way of an Ordinary Resolution.
It is now proposed to seek members’ approval of the re-appointment and remuneration payable to Mr. Dongmyung Seo as Whole Time Director in terms of the applicable provisions of the Act.
None of the Directors/Key Managerial Personnel (KMP) of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution except Mr. Dongmyung Seo and his relatives.
The Board of Directors recommends his re-appointment and payment of remuneration for approval of the members as an Ordinary Resolution as set out in Item No. 1 of this Notice.
The Members may note that this Notice along with the Explanatory Statement and other requisite documents are available for inspection by the Members of the Company during normal business hours at the Registered Office of the Company.
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Annexure-I
Pursuant to Regulation 36(3) the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India, the following information is furnished about Mr. Dongmyung Seo to be re-appointed as Whole Time Director (designated as Executive Director):
| Name | Mr. Dongmyung Seo |
|---|---|
| Age | 56 Years |
| Qualification | Master’s degree in business administration |
| Profile, Experience and achievements during his current tenure |
Mr. Dongmyung Seo is the Whole-time Director and Chief Financial Officer of our Company. He has been associated with our Company since December 31, 2021. He holds a master’s degree in business administration from School of Integrated Sciences & Technologies, Seoul, South Korea. He is responsible for managing all financial activities and accounting operations and overseeing every aspect of our Company's finances, including financial reports. He has been associated with the LG group since December 19, 1994. |
| Terms and conditions of appointment | Re-appointed as Whole-time Director for a period of 4 (four) years with effect from January 27, 2026; office is liable to retire by rotation. Other terms and conditions are as per the details provided in the Resolution and the explanatory statement thereto proposed to be passed through Postal Ballot. |
| Remuneration sought to be paid | Please refer the explanatory statement attached to this postal ballot notice. |
| Remuneration last drawn | The Company has paid ₹2,95,63,612/- (Rupees Two Crore Ninety five Lakh Sixty Three Thousand Six hundred and Twelve only) in the year 2025. (excluding tax component borne by the Company) |
| Date of first appointment on the Board | January 27, 2022 |
| Shareholding in the Company | He does not hold any shares in the Company |
| Relationship with other Directors and Key Managerial Personnel of the Company |
He is not related to any of the other Directors or Key Managerial Personnel of the Company |
| Number of meetings of the Board attended during the Financial Year 2025-26 till the date ofsending the Notice of Postal Ballot |
9 (Nine) meetings |
| Directorship held in other Companies (excludingforeigncompanies) |
Nil |
| Chairman/ Member of the Committee of theBoard of Directors ofthe Company |
Member of Audit Committee; and Memberof Risk Management Committee |
| Committees position held in other companies |
Nil |
| Resignation from listed entities in the past three years |
Not Applicable |
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Item No. 2 Approval of Material Related Party Transaction(s) between LG Electronics India Limited and LG Electronics Inc., Promoter of the Company
• Background
LG Electronics Inc. is the Promoter of LG Electronics India Limited (“Company”) and accordingly, a related party under Regulation 2(1)(zb) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and under Section 2(76) of the Companies Act, 2013.
The Company, in the ordinary course of its business, enters into various transactions with LG Electronics Inc., inter alia, for purchase and sale of raw materials, stores & spares, service components, manufactured goods & traded goods, payment of royalty, reimbursement of expenses, availing and rendering of services, and other ancillary transactions as may be required for Company’s business operations.
• Nature and details of the transaction(s)
The purchase of raw Materials, traded Goods, stores & spares, service components, manufactured goods and traded goods from LG Electronics Inc. enables the Company to maintain consistent product quality, access advanced technology, ensure continuity of supply and achieve operational efficiencies. The sale of manufactured goods, raw materials, stores & spares, service components manufactured goods and traded products to LG Electronics Inc. facilitates optimal capacity utilization, access to global markets and improved economies of scale. The Company also pays royalty to LG Electronics Inc. for use of technical know-how, intellectual property, trademarks, designs and proprietary technology, which supports innovation, product development and brand strength. Reimbursement and other service-related transactions are undertaken to recover or allocate costs incurred on behalf of each other in a transparent and efficient manner, where applicable. Accordingly, for supporting business operations in a seamless manner, these transactions are included in the aggregate amount of ₹72,500 Million (Indian Rupees Seventy Two Thousand Five Hundred Million only) for which approval is being sought from the Members of the Company. Please refer to Annexure II appended to this Notice for detailed particulars of the proposed transactions and justification as to why the RPTs proposed to be entered into are in the interest of the Company.
The Management of the Company has provided the Audit Committee with the relevant details about the proposed RPTs including rationale, material terms, justification as to why the proposed RPT(s) are in the interest of the Company and the basis of pricing. The Audit Committee has reviewed and taken note of the certificate placed before it by the Whole Time Director and Chief Financial Officer of the Company, confirming that the proposed RPT(s) are not prejudicial to the interest of public shareholders of the Company and nor are the terms and conditions of the proposed RPT(s) unfavourable to the Company, compared to terms and conditions, had the Company to have entered into similar transaction(s) with an unrelated party.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval of entering into RPTs with LG Electronics Inc. for an aggregate amount up to ₹72,500 Million (Indian Rupees Seventy Two Thousand Five Hundred Million only) to be entered during FY 2026-27. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Further, SEBI vide its circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 has introduced the Industry Standards on “Minimum information to be provided for review of the Audit Committee and Members for approval of a related party transaction” (“ Standards ”) to facilitate uniform approach and assist listed companies in complying with the provisions of Regulation 23 of the SEBI Listing Regulations read with the SEBI Master Circular no.
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HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (“ SEBI Circular” ). The Standards inter alia requires listed entity to provide minimum information, in specified format are set forth as “ Annexure-II ”, relating to the proposed RPTs, to the Audit Committee and to the members, while seeking approval.
Annexure II
| PART A- Minimum information of theproposed Related Party Transaction(RPT) | ||||||
| S. No. |
Particulars of the information | Information provided by the management | ||||
| A | Details of the relatedparty and transactions with the relatedparty | |||||
| A1 | Basic details of the relatedparty | |||||
| 1 | Name of the relatedparty | LG Electronics Inc.(“LG Inc.”) | ||||
| 2 | Country of incorporation of the related party |
South Korea | ||||
| 3 | Nature of business of the related party | Manufacturing and development of Home appliances and consumer electronics. |
||||
| A2 | Relationship and ownership of the relatedparty | |||||
| S. No |
Particulars of the information | Information provided by the management | ||||
| 1 | Relationship between LG Electronics India Limited and the related party- including nature of its concern (financial or otherwise) and the following: |
LG Inc. is the promoter of the Company. | ||||
| 1a | Shareholding of LG Electronics India Limited, whether direct or indirect, in the related party. |
None | ||||
| 1b | Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by LG Electronics India Limited |
None | ||||
| 1c | Shareholding of the related party, whether direct or indirect, in LG Electronics India Limited |
LG Inc. holds 85% of the total share capital of the Company. |
||||
| A3 | Details of previous transactions with the related party | |||||
| S. No. |
Particulars of the information | Information provided by the management | ||||
| 1 | Total amount of all the transactions undertaken by LG Electronics India Limited with the related party during the last financial year. |
S. No. |
Nature of Transactions |
FY 2024-2025 (₹ in million) |
||
| 1. | Purchase of raw materials, stores and spares and service components |
16,045.66 | ||||
| 2 | Purchase of stock-in-trade |
9,919.53 | ||||
| 3 | Sale of manufactured goods |
6,311.33 |
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| 4 | Royalty | 4,546.10 | ||||
|---|---|---|---|---|---|---|
| 5 | Sale of stock-in- trade |
419.66 | ||||
| 6 | Purchase of fixed assets |
343.37 | ||||
| 7 | Service warranty claimsreceived |
277.20 | ||||
| 8 | Reimbursement of expenses received |
143.85 | ||||
| 9 | Other expenses paid |
20.09 | ||||
| 10 | Sale of raw materials, stores and spares and service components |
0.30 | ||||
| **Total ** | 38,027.09 | |||||
| 2 | Total amount of all the transactions undertaken by LG Electronics India Limited with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. |
S. No. |
Nature of Transactions |
April 1, 2026 to Dec 31, 2026 (₹ in million) |
||
| 1. | Purchase of raw materials, stores and spares and service components |
11,219.75 | ||||
| 2 | Purchase of stock-in-trade |
8,459.84 | ||||
| 3 | Sale of manufactured goods |
5,255.40 | ||||
| 4 | Royalty | 3,024.44 | ||||
| 5 | Sale of stock-in- trade |
332.98 | ||||
| 6 | Purchase of fixed assets |
282.60 | ||||
| 7 | Service warranty claims received |
229.47 | ||||
| 8 | Reimbursement of expenses received |
94.76 | ||||
| 9 | Other expenses paid |
20.96 | ||||
| 10 | Sale of raw materials, stores and spares and service components |
32.90 | ||||
| Total | 28,953.10 |
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| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with LG Electronics India Limited or its subsidiary during the last financial year. |
None | None | |
|---|---|---|---|---|
| A4 | Amount of theproposed transaction(s) | |||
| S. No |
Particulars of the information | Information provided by the management | ||
| 1 | Amount of the proposed transactions being placed in the meeting of Audit Committee/Shareholders |
₹72,500 Million for the Financial Year 2026-27. | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | ||
| 3 | Value of the proposed transactions as a percentage of LG Electronics India Limited annual turnover for the immediately preceding financial year. |
29.75% (Based on Audited financial statements for the FY 2024-25, the turnover is ₹243,667 million) |
||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where LG Electronics India Limited is not a party to the transaction) |
Not applicable | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover for the immediately preceding year 2024. |
1.43% | ||
| 6 | Financial performance of the related party for the immediately preceding year 2024: |
Amount (in ₹ million) 5,078,553/- 34,234/- 1,459,494/- |
||
| Particulars (Consolidated) |
Amount (**in ₹ million) ** |
|||
| Turnover | 5,078,553/- | |||
| Profit aftertax | 34,234/- | |||
| Net worth | 1,459,494/- | |||
| A5 | Basic details of theproposed transaction | |||
| S. No. |
Particulars of the information | Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
(i) Purchase of raw materials, stores and spares and service components; (ii) Sale of manufactured goods; (iii) Purchase of fixed assets; (iv) Payment of Royalty; (v) Sale of stock-in-trade; (vi) Sale of raw materials, stores and spares and service components; (vii) Sale of fixed assets; (viii) Service charges paid; (ix) |
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| Service charges received; (x) Service warranty charges paid; (xi) Service warranty claims received; (xii) Other expenses paid; (xiii) Reimbursement of expenses received; and (xiv) Purchase of stock-in-trade. |
Service charges received; (x) Service warranty charges paid; (xi) Service warranty claims received; (xii) Other expenses paid; (xiii) Reimbursement of expenses received; and (xiv) Purchase of stock-in-trade. |
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|---|---|---|---|---|
| 2 | Details of each type of the proposed transaction |
Details of Transaction Procurement of raw materials, stores & spares and service components from related party in the ordinary course of business to ensure uninterrupted production, quality consistency and adherence to critical technical specifications, including specialised or proprietary materials where required. Sale of manufactured goods to related party in the ordinary course of business to support capacity utilisation, stable offtake, improved demand visibility and leverage group distribution/market access. Purchase of production machines, moulds, jigs and fixtures aligned with business requirements and modernisation/technology upgradation plans, including specialised equipment or group- standard designs where applicable. Payment of royalty under licence arrangements for access to patented technical know-how, designs/drawings, IPRs and brand rights owned by the LG Inc., enabling manufacture, marketing, sale and servicing of products using group technology. Sale of stock-in-trade to related party in the ordinary course of business to support |
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| Type of Transaction |
Details of Transaction | |||
| Purchase of raw materials, stores and spares and service components |
Procurement of raw materials, stores & spares and service components from related party in the ordinary course of business to ensure uninterrupted production, quality consistency and adherence to critical technical specifications, including specialised or proprietary materials where required. |
|||
| Sale of manufactured goods |
Sale of manufactured goods to related party in the ordinary course of business to support capacity utilisation, stable offtake, improved demand visibility and leverage group distribution/market access. |
|||
| Purchase of fixed assets |
Purchase of production machines, moulds, jigs and fixtures aligned with business requirements and modernisation/technology upgradation plans, including specialised equipment or group- standard designs where applicable. |
|||
| Payment of Royalty |
Payment of royalty under licence arrangements for access to patented technical know-how, designs/drawings, IPRs and brand rights owned by the LG Inc., enabling manufacture, marketing, sale and servicing of products using group technology. |
|||
| Sale of stock- in-trade |
Sale of stock-in-trade to related party in the ordinary course of business to support |
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| efficient inventory |
|||
|---|---|---|---|
| management, improved |
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| inventory turns, utilisation | |||
| of established distribution | |||
| channels, optimisation of | |||
| working capital and |
|||
| reduction of obsolescence | |||
| risk. | |||
| Sale of raw | Supply of raw |
||
| materials, | materials/components by |
||
| stores and | the Company to related | ||
| spares and | party to support their |
||
| service | manufacturing | ||
| components | requirements, including |
||
| optimisation of |
|||
| procurement scale and |
|||
| reduction of excess or | |||
| slow-movinginventory. | |||
| Sale of fixed | Sale/export of capital |
||
| assets | goods (dies, moulds, |
||
| equipment) to related party | |||
| to support group |
|||
| manufacturing needs and | |||
| optimise utilisation of |
|||
| specialised | |||
| tooling/equipment, | |||
| including standardisation |
|||
| and compatibility of |
|||
| production processes. | |||
| Service charges | These expenses are |
||
| paid | incurred in the ordinary | ||
| course of business and | |||
| help avoid delays / |
|||
| inefficiencies associated |
|||
| with onboarding and |
|||
| coordinating multiple third | |||
| parties, while maintaining | |||
| appropriate controls and | |||
| oversight. | |||
| Service charges | These expenses are |
||
| received | incurred in the ordinary | ||
| course of business and | |||
| help avoid delays / |
|||
| inefficiencies associated |
|||
| with onboarding and |
|||
| coordinating multiple third | |||
| parties, while maintaining | |||
| appropriate controls and | |||
| oversight. | |||
| Service | Reimbursement of |
||
| warranty | warranty/re-work costs to | ||
| charges paid | related party to ensure | ||
| timely rectification of |
|||
| defects, fulfilment of |
|||
| warranty obligations and |
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| allocation of costs to the responsible manufacturing entity. |
|||||
|---|---|---|---|---|---|
| Service warranty claims received |
Recovery of warranty/re- work costs from related party to ensure equitable allocation of costs to the responsible entity and timely resolution of customer issues. |
||||
| Other expenses paid |
Expenses incurred to meet critical operational requirements and enable continuity of services, faster deployment and group-level cost synergies. |
||||
| Reimbursement of expenses received |
Reimbursement received at actual cost (without mark-up) for expenses incurred on behalf of related party, including statutory charges, legal fees, logistics, rework costs and other pass- throughexpenses. |
||||
| Purchase of stock-in-trade |
Import of premium/high- end models and specialised appliances not manufactured in India from related party for onward sale in the domestic market, enabling access to globally designed and developed products based on group technology. |
||||
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
12 months from members. |
the date of approval by the | ||
| 4 | Whether omnibus approval is being sought? |
Yes | |||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise. |
₹72,500 Million for the Financial Year 2026-27. | |||
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of LG Electronics India Limited |
i. The procurement of raw materials, stores & spares, and service components from related party ensure continuity of production, enable cost efficiency, reduce operational risks, and support the strategic and commercial interests of the Company. ii. The sale of manufactured goods to related party facilitates stable offtake, timely inventory rotation, and better production |
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| planning while maintaining product quality | |
|---|---|
| and customer service standards. | |
| iii. | The purchase of production machines, |
| moulds, jigs and fixtures (including from | |
| related party) is aligned to business |
|
| requirements and long-term |
|
| modernisation/technology up gradation |
|
| plans. Such assets improve operational | |
| efficiency, quality, safety and cost |
|
| optimisation over the asset life cycle. | |
| iv. | Royalty is paid under the licence |
| arrangement enable the Company to |
|
| manufacture, market, sell and service |
|
| products using group technology, maintain | |
| product/brand consistency, and accelerate | |
| product development and compliance. | |
| v. | Sale of stock in trade to related party |
| supports efficient inventory management, | |
| improved inventory turns and utilisation of | |
| established distribution channels. | |
| vi. | The Company supplies certain raw |
| materials/components to related party to | |
| support their manufacturing requirements. | |
| Such sales are undertaken in the ordinary | |
| course of business and help optimise | |
| procurement scale, reduce excess/slow |
|
| moving inventory, and improve working | |
| capital efficiency. | |
| vii. | Sale/export of capital goods (dies, moulds, |
| equipment) to related party is undertaken to | |
| support group manufacturing needs and to | |
| optimise utilisation of specialised |
|
| tooling/equipment. | |
| viii. | These expenses are incurred in the ordinary |
| course of business and help avoid delays / | |
| inefficiencies associated with onboarding | |
| and coordinating multiple third parties, while | |
| maintaining appropriate controls and |
|
| oversight. | |
| ix. | These expenses are incurred in the ordinary |
| course of business and help avoid delays / | |
| inefficiencies associated with onboarding | |
| and coordinating multiple third parties, while | |
| maintaining appropriate controls and |
|
| oversight. | |
| x. | Reimbursement of warranty/re-work costs to |
| related party ensures timely rectification of | |
| defects, fulfilment of warranty obligations | |
| and protection of customer satisfaction/brand | |
| reputation. | |
| xi. | Recovery of warranty/re-work costs from |
| related party ensures equitable allocation of | |
| costs to the responsible entity and supports | |
| timely resolution of customer issues. | |
| xii. | Expenses incurred to meet critical |
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| operational requirements and enable continuity of services, faster deployment and group-level cost synergies. xiii. Reimbursement of expenses received for statutory charges (e.g., BIS), legal fees, logistics, rework costs and other pass through expenses.to ensures transparent cost allocation, administrative convenience and no adverse impact on the Company or public shareholders. xiv. The Company imports certain premium and high end models of Air Conditioners, Refrigerators, Washing Machines, Microwave Ovens, Monitors, Signage, Speakers, Audio Systems, LED/OLED displays, Commercial Air Conditioners and other specialised appliances that are not manufactured in India, through related party ensures access to globally competitive, technologically superior products, enables timely market introduction, supports portfolio expansion, and enhances competitiveness in the Indian market. |
||
|---|---|---|
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of LG Electronics India Limited who have interest in the transaction, whether directly or indirectly. |
LG Inc. is the Promoter of the Company. None of the director(s)/ key managerial personnel of the Company have any interest in the transaction. |
| A. | Name of Director | Not Applicable |
| B. | Shareholding of the director / KMP, whether direct or indirect, in the related party |
Not Applicable |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
All the proposed transactions will be on an arm’s length basis. The transfer pricing report issued can be accessed by scanning the adjoining QR code and the same can be accessed on the website of the Company under tab at https://www.lg.com/in/investorrelations/pdflinks- notices/ The said report was placed before the Audit Committee and the Board at their respective meetings. |
| 9 | Other information relevant for decision making. |
The Audit Committee and Board of the Company, which consists of independent directors from diverse domains, have evaluated |
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| and unanimously approved the proposed related party transactionat their respectivemeetings. |
||
|---|---|---|
| B1 | Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances |
|
| S. No. |
Particulars of Transaction | Information to be provided by management |
| 1 | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
(i) Purchase of raw materials, stores and spares and service components For categories where multiple suppliers exist, Company procurement team adopts a competitive sourcing process, which includes soliciting quotations from alternative vendors, technical and commercial evaluations, and commercial discussion aimed at achieving optimal pricing without compromising on quality or delivery timelines. In cases of proprietary, technology-specific, design - integrated or compatibility - restricted components, where options are inherently limited or the related party holds unique technical know-how, the competitive bidding mechanism may not be feasible. In such situations, the procurement decision is based on technical suitability, product integrity requirements, and global supply limitations. (ii) Sale of Manufactured Goods Orders are received based on demand forecasts. For comparable products, the Company sells to both independent customers and related party under similar commercial frameworks (order acceptance, credit terms, and delivery schedules). Where required, internal approvals and checks (credit evaluation, capacity allocation, export compliance) are performed. Competitive / alternative customer channels are available; allocation to related party is driven by demand, capacity, and commercial viability. (iii) Purchase of fixed assets: The manufacturing/engineering teams define technical specifications and performance requirements. For Standard equipment are evaluated on the basis of on total cost of ownership, delivery, warranty/support and technical fit. For group-standard or proprietary designs, the requirement is routed through LG Inc./related party to assess in‑house availability orcentralised sourcing; |
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| selection is based on technical suitability and |
|---|
| commercial rationale documented through |
| internal approvals. |
| (iv) Sale of stock-in-trade: |
| Products/quantities are identified based on |
| market demand forecasts and purchase orders |
| raised by related party. The Company follows |
| standard order acceptance processes |
| (availability checks, credit terms, logistics |
| planning). Where similar products are sold to |
| independent parties, the same internal controls |
| and commercial processes apply. |
| (v) Sale of raw materials, stores and |
| spares and service components |
| Requirements are communicated through |
| purchase orders based on related party’ |
| production plans. The Company evaluates |
| fulfilment through inventory availability or |
| sourcing from independent vendors. Where |
| alternative buyers/customers exist, allocation |
| is based on commercial viability and internal |
| approvals. For items sourced for onward sale, |
| vendor selection is performed as per |
| procurement policy (quotations/approved |
| vendor lists) and documentation is |
| maintained. |
| (vi) Sale of fixed assets |
| Assets proposed for sale are identified based |
| on related party requirements and asset |
| suitability. The decision considers whether the |
| assets are surplus/transferable and whether |
| transfer is operationally feasible. Appropriate |
| internal approvals are obtained. Where |
| relevant, an independent valuation/market |
| reference is obtained to support the |
| transaction terms. |
| (vii) Service charges paid |
| Services are rendered under agreed service |
| arrangements with the related party based on |
| business requirements and defined scope, |
| timelines and responsibilities. The selection is |
| driven by operational alignment and |
| capability to deliver the services efficiently. |
| (viii) Service charges received |
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Services are rendered under agreed service arrangements/SLA with the related party based on business requirements and defined scope, timelines and responsibilities. The selection is driven by operational alignment and the Company’s capability to deliver the services efficiently.
(ix) Service warranty charges paid Not applicable – this is a reimbursement of actual warranty/re-work costs incurred in accordance with agreed warranty processes and supporting documentation, rather than procurement of goods/services through a vendor selection process.
(x) Service warranty claims received Not applicable – this is a reimbursement of actual warranty/re-work costs incurred in accordance with agreed warranty processes and supporting documentation, rather than procurement of goods/services through a vendor selection process. (xi) Other expenses paid Selection is based on business need and documented commercial rationale. For standard services where alternatives exist, the Company may obtain competitive quotations or use approved vendor panels and evaluates providers on capability, cost and service levels. For group‑provided services, selection is driven by centralised tools/processes or specialised capabilities, governed through SLAs and internal approval workflows. (xii) Reimbursement of expenses received Not applicable – reimbursements relate to pass‑through expenses incurred for administrative convenience; the underlying third‑party vendor (if any) is selected as per the incurring entity’s procurement/approval process.
(xiii) Purchase of stock-in-trade
Once the models/products suitable for the Indian market are identified, the Company undertakes commercial discussions with LG Inc./affiliates with a view to finalising pricing
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| and other commercial terms. Since product design, technology and manufacturing rest exclusively with LG Inc. and the global group entities, competitive bidding is not feasible. Instead, the Company follows an internal identification that takes into account expected local demand, consumer preferences, competitive intensity, and positioning strategy, subject to internal commercial approvals. For product categories where alternative global sources (not related party) exist, the Company may obtain comparative commercial inputs, but for proprietary or group‑specific models, sourcing is necessarily from related party. |
||
|---|---|---|
| 2 | Basis of determination of price. | (i) Purchase of raw materials, stores and spares and service components • Where multiple suppliers exist, the Company compares prices across vendors for identical or comparable goods and considers market‑based quotes, historical price trends, and commercial terms. • For items with limited supplier availability or those of a proprietary/technology‑specific nature, pricing is assessed based on cost‑plus methodologies (where data is available), global reference prices, input cost trends, and the reasonableness of margins in comparison with industry norms. • Given the wide variety of materials, components, and volumes involved, item‑by‑item benchmarking is not always practical. Instead, the Company ensures overall operating margins remain aligned with or superior to those of broadly comparable independent companies, consistent with industry practice. (ii) Sale of manufactured goods Pricing follows a standard product pricing methodology (cost build-up covering materials, conversion, overheads, logistics, duties/incoterms, and applicable incentives) plus an appropriate margin. Prices are benchmarked, where feasible, against (i) third‑party export/local sales of similar products, (ii) competitor/reference market prices, and (iii) historical price trends with adjustments for currency, volume, and terms. (iii) Purchase of fixed assets |
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| Prices are determined through commercial |
|---|
| discussion based on specifications, scope, |
| delivery/warranty terms and |
| installation/commissioning obligations. |
| Where feasible, benchmarking is performed |
| using OEM quotations, prior comparable |
| purchases, and/or independent |
| valuation/market references. Adjustments are |
| made for freight, duties, spares packages and |
| service components bundled with the asset. |
| (iv) Sale of stock-in-trade |
| Prices are determined using the standard |
| pricing process considering |
| procurement/landed cost, handling, |
| overheads, logistics and applicable |
| incentives plus an appropriate margin. |
| Where feasible, prices are benchmarked to |
| third‑party sales/quotes for comparable |
| products and prevailing market/competitor |
| prices, adjusted for volume and terms. |
| (v) Sale of raw materials, stores and spares |
| and service components |
| Prices are commercially discussed |
| considering market quotations, the |
| Company’s landed cost (including |
| duties/freight) and handling/processing |
| charges, with an appropriate margin where |
| applicable. For pass‑through items, pricing |
| may mirror supplier invoices with |
| documented adjustments (freight/insurance) |
| and agreed commercial terms. |
| (vi) Sale of fixed assets |
| Pricing is based on arm’s length principles |
| supported by independent valuation and/or |
| prevailing market prices for comparable |
| assets, considering asset condition, |
| remaining useful life and specifications. |
| (vii) Service charges paid |
| Fees/commission/service charges are |
| determined at market operating rates, |
| supported by comparable third‑party service |
| rates where available and/or cost‑plus |
| assessment considering resource effort, |
| travel/spares pass-throughs, and service level |
| commitments. |
| (viii) Service charges received |
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| Fees/commission/service charges are |
|---|
| determined at market operating rates, |
| supported by comparable third‑party service |
| rates where available and/or cost‑plus |
| assessment considering resource effort, |
| travel/spares pass-throughs, and service level |
| commitments. |
| (ix) Service warranty charges paid |
| Reimbursement is on a cost-to-cost basis |
| against supporting documents (job cards, |
| parts invoices, labour/time records) as per |
| agreed warranty policies, with no mark-up. |
| (x) Service warranty claims received |
| Recovery is on a cost-to-cost basis backed |
| by supporting documents (labour/parts/third- |
| party bills) with no mark-up, as per warranty |
| policy/arrangement. |
| (xi) Other expenses paid |
| Charges are determined based on agreed rate |
| cards/SLAs, market operating rates and/or |
| cost allocation/cost-plus models depending |
| on the nature of the service. |
| (xii) Reimbursement of expenses received |
| Reimbursement is on a cost-to-cost basis |
| against supporting documents, with no mark- |
| up. |
| (xiii) Purchase of stock-in-trade |
| Pricing is finalised after evaluating |
| competitive pricing of similar models sold in |
| India, expected demand levels, applicable |
| logistics/duties, and cost‑to‑serve. Profit |
| margins are aligned with market |
| expectations and local competitive |
| dynamics. Given the wide product range and |
| aggregation of product categories, an |
| entity‑level comparability approach is |
| applied, wherein operating margins are |
| benchmarked against broadly comparable |
| independent companies to confirm |
| arm’s‑length outcomes. The Company |
| supplements this with internal cost sheets, |
| demand forecasts, and competitive price |
| tracking, whererelevant. |
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| 3 | In case of Trade advance (of up to 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction, specify the following: |
In case of Trade advance (of up to 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction, specify the following: |
NA |
|---|---|---|---|
| a | Amount of Trade advance | NA | |
| b | Tenure | NA | |
| c | Whether same is self-liquidating? | NA | |
| B7 | Disclosure only in case of transactions | relating to payment of royalty | |
| S. No. |
Particulars of Transaction | Information to be provided by management | |
| 1 | Purpose for which royalty is proposed to be paid to the related party in the current financial year. |
Under the license agreement dated July 27, 2017, as last amended on November 18, 2024, (“License Agreement”) the Company is liable to pay royalty to LG Inc. for the use of (i) the licensed brand, (ii) the technology claimed in the licensed patents, and (iii) the licensed technical know-how and other intellectual property rights for the products that LG Inc. has authorized the Company in connection with the manufacture, assemble, marketing, distribution, sale and servicing ofsuchproducts. |
|
| a | For use of brand name / trademark | 0.4% of manufactured products such as Microwave Oven, Air Conditioner, Refrigerator, Washing Machine, Compressor, Water Purifier, LED, Monitor and other Products. The royalty rate towards use of brand name and trademark constitutes 17% approximately of the total royalty rate. |
|
| b | For transfer of technology know- how |
1.9% of manufactured products such as Microwave Oven, Air Conditioner, Refrigerator, Washing Machine, Compressor, Water Purifier and other Product. 2.0% of manufactured products such as LED and Monitor. The royalty rate towards transfer of technology know-how constitutes 83% approximately of the total royaltyrate. |
|
| c | For professional fee, corporate managementfee orany other fee |
Nil | |
| d | Anyother use(specify) | Nil | |
| 2 | (a) The listed entity may confirm whether the parent company charges royalty at a uniform rate from all group companies in other jurisdiction. (b) If No, furnish information below. If royaltyis paid to the parent |
LG Inc. charges a minimum royalty rate of 2.3%- 2.4% amounting to ₹13,474 Million and a maximum royalty rate of 6% amounting to ₹1,487 Million from the group entities across all jurisdictions. |
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| company, disclose royalty received by the parent company from group entities in other jurisdiction: • Minimum rate of royalty charged along with corresponding absolute amount • Maximum rate of royalty charged along with corresponding absolute amount Note: The disclosure shall be made on a gross basis (Cost to the Company), including taxes paid on behalf of the recipient of royalty. |
||
|---|---|---|
| 3 | Sunset Clause for Royalty payment, if any. |
No sunset clause |
| Please note that the payment of royalty under the proposed transaction does not exceed the statutory limits prescribed under Regulation 23(1A) of the SEBI Listing Regulations. However, from governance perspective and transparency, the Company has voluntarily provided the details as required under C(6) of the Standards, for the knowledge of the Members to enable an informed decision. |
||
| C6 | Disclosure only in case of transactions relating to payment of royalty | |
| S. No. |
Particulars of Transaction | Information to be provided by management |
| 1 | Gross amount of royalty paid by the listed entity during each of the last three financial years. |
|
| FY 2024-25 | ₹4,546 Million | |
| FY 2023-24 | ₹4,032 Million | |
| FY 2022-23 | ₹3,232 Million | |
| 2 | Purpose for which royaltywaspaid to the relatedpartyduringthe last three financialyears. | |
| a | For use of brand name / trademark | 0.4% of manufactured products Company such as Microwave Oven, Air Conditioner, Refrigerator, Washing Machine, Compressor, Water Purifier, LED, Monitor and other Products. The royalty rate towards use of brand name and trademark constitutes 17% approximately of the total royalty rate. |
| b | For transfer of technology know- how |
1.9% of manufactured products such as Microwave Oven, Air Conditioner, Refrigerator, Washing Machine, Compressor, Water Purifier and other Product. 2.0% of manufactured products such as LED and Monitor. The royalty rate towards transfer of technology know-how constitutes 83% approximately of the total royaltyrate. |
| c | For professional fee, corporate management fee or any other fee |
Nil |
| d | Anyother use(Specify) | Nil |
| 3 | Royalty paid in last 3 FYs as % of Net Profits of previous FYs |
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| FY 2024-25 | 15% | 15% | 15% | 15% | |
|---|---|---|---|---|---|
| FY 2023-24 | 20% | ||||
| FY 2022-23 | 18% | ||||
| 4 | Percentage or Rate at which royalty has increased in the past 3 years, if any, vis-à vis rate at which the turnover and profits after tax have increased during the same period. |
Brand Royalty of 0.4% effective from January 1, 2023. |
|||
| Financial year | Royalty Rate Increase |
Royalty Amount Increase |
Turnover Increase |
Profit after Tax Increase |
|
| FY 2024-25 | Nil | 13% | 14% | 46% | |
| FY 2023-24 | Nil | 25% | 7% | 12% | |
| FY 2022-23 | 0.4% w.e.f Jan 2023 |
27% | 18% | 14% | |
| 5. | Peer Comparison: | Amount (₹ Million) | |||
| Listed entity or its subsidiary paying royalty for any purpose shall also disclose whether any relevant Industry Peer pays royalties for the same purpose, which is disclosed in its audited annual financial statements for the relevant period: |
LG Electronics India Limited |
Samsung India Electronics Private Limited |
Bosch Ltd | Whirlpool of India Limited |
|
| Royalty payment over last 3 years |
Aggregate amount |
Aggregate amount |
Aggregate amount |
Aggregate amount |
|
| FY 2024-25 | 4,546 | 32,405 |
3,720 | 878 | |
| FY 2023-24 | 4,032 | 33,224 |
3,801 | 781 | |
| FY 2022-23 | 3,232 | 22,143 | 3,999 | 591 | |
| Royalty paid as a % of net profits over the last 3 years |
% | % | % | % | |
| FY 2024-25 | 15% | 25% | 14% | 18% | |
| FY 2023-24 | 20% | 30% | 16% | 25% | |
| FY 2022-23 | 18% | 43% | 21% | 20% | |
| Annual growth rate of Turnover over last 3 years |
% | % | % | % | |
| FY 2024-25 | 14% | 12% | 8% | 16% | |
| FY 2023-24 | 7% | 3% | 12% | 2% | |
| FY 2022-23 | 18% | 17% | 27% | 8% | |
The related party transaction(s)/contract(s)/arrangement(s) mentioned in this proposal has been evaluated by a reputed external independent consulting firm and the firm has confirmed that the proposed terms of the transactions(s)/contract(s)/agreement(s) meet the arm’s length testing criteria. The related party transaction(s)/contract(s) /arrangement(s) also qualifies as contract under ordinary course of business. Relevant documents are available for inspection by the Members of the Company. Members may follow the process for inspection of document as mentioned in ‘Notes’ section forming part of this Notice.
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The Members may note that in terms of the provisions of the SEBI Listing Regulations, the related party as defined thereunder (whether such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve resolution under Item No. 2.
None of the Directors and/ or Key Managerial Personnel(s) of the Company and/or their respective relatives are concerned or interested either directly or indirectly, financially or otherwise, in the Resolution mentioned at Item No. 2 of the Notice.
Based on the consideration and approval of the Audit Committee, the Board of Directors recommend the Ordinary Resolution forming part of Item No. 2 of the accompanying Notice to the members for approval.
By Order of the Board of Directors For LG Electronics India Limited
Date: February 11, 2026 Place: Noida
Sd/Anuj Goyal Company Secretary & Compliance Officer (ICSI Membership No. A23761)
Registered Office:
A-24/6, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi -110044 CIN: L32107DL1997PLC220109
Website: www.lg.com/in | Email id: [email protected] |T: 91-120-651-6700
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