Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

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

Open in viewer

Opens in your device viewer

==> picture [61 x 32] intentionally omitted <==

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

==> picture [61 x 32] intentionally omitted <==

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

==> picture [61 x 32] intentionally omitted <==

==> picture [70 x 37] intentionally omitted <==

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.

Page 1 of 33

==> picture [61 x 32] intentionally omitted <==

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.”

Page 2 of 33

==> picture [61 x 32] intentionally omitted <==

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).”

Page 3 of 33

==> picture [61 x 32] intentionally omitted <==

“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

Page 4 of 33

==> picture [61 x 32] intentionally omitted <==

NOTES:

  1. 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”).

  2. 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.

  3. 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.

  1. 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.

  2. 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.

  3. 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.

  4. 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.

  5. 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

Page 5 of 33

==> picture [61 x 32] intentionally omitted <==

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.

  1. 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 .

  2. 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

  3. The vote in this Postal Ballot cannot be exercised through proxy.

  4. 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

Page 6 of 33

==> picture [61 x 32] intentionally omitted <==

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.

  1. 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

  2. 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.

  3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [201 x 117] intentionally omitted <==

Individual Shareholders holding securities in demat mode with CDSL

  1. 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.

  2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is

Page 7 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 8 of 33

==> picture [61 x 32] intentionally omitted <==

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:

  1. 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.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. 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.

  1. 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 IN300
12**.
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
  1. 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’.

Page 9 of 33

==> picture [61 x 32] intentionally omitted <==

(ii) If your email address is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  1. 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.

  • b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  • 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.

  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • Now, you will have to click on “Login” button.

  • After you click on the “Login” button, Home page of e-Voting will open.

III. CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM

  1. 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.

  2. Select “EVEN” of Company for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. 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.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. 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

  1. 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.

  2. 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.

Page 10 of 33

==> picture [61 x 32] intentionally omitted <==

  1. 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 :

  1. 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].

  2. 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 .

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  4. 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.

Page 11 of 33

==> picture [61 x 32] intentionally omitted <==

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.

  • 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.

  • 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.

  • D. Other Terms & Conditions:

  • a. Mr. Dongmyung Seo shall perform his duties in the interest of the Company.

  • 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.

  • c. Mr. Dongmyung Seo shall not be entitled to receive sitting fees for attending meetings of the Board of Directors or any Committees thereof.

  • 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.

  • 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.

Page 12 of 33

==> picture [61 x 32] intentionally omitted <==

  • 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.

Page 13 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 14 of 33

==> picture [61 x 32] intentionally omitted <==

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.

Page 15 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 16 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 17 of 33

==> picture [61 x 32] intentionally omitted <==

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)

Page 18 of 33

==> picture [61 x 32] intentionally omitted <==

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.
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
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

Page 19 of 33

==> picture [61 x 32] intentionally omitted <==

efficient
inventory
management,
improved
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

Page 20 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 21 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 22 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 23 of 33

==> picture [61 x 32] intentionally omitted <==

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;

Page 24 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 25 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 26 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 27 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 28 of 33

==> picture [61 x 32] intentionally omitted <==

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.

Page 29 of 33

==> picture [61 x 32] intentionally omitted <==

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.

Page 30 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 31 of 33

==> picture [61 x 32] intentionally omitted <==

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.

Page 32 of 33

==> picture [61 x 32] intentionally omitted <==

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

Page 33 of 33