Lumax Auto Technologies Ltd. — AGM Information 2023

Aug 22, 2023

LATL:SE:REG30:2023-24 Date: August 22, 2023

**LATL:SE:REG30:2023-24 **	Date: August 22, 2023
BSE Limited Listing & Compliance Department Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001	National Stock Exchange of India Limited Listing & Compliance Department Exchange Plaza, C-1 Block G, Bandra Kurla Complex, Bandra(E),Mumbai – 400051
Security Code: 532796	Symbol: LUMAXTECH

Subject: Proceedings of the 42[nd] Annual General Meeting held on August 22, 2023 via two-way Video Conferencing (“VC”) or Other Audio-Visual means (“OAVM”).

Ref: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sir/Ma’am,

Pursuant to Regulation 30 read with Part A of Schedule III of the Listing Regulations, this is to inform that 42[nd] Annual General Meeting (hereinafter referred to as “AGM”) of the members of the Company was held today, i.e. Tuesday, August 22, 2023 at 12:30 P.M. (IST) via two-way Video Conferencing (“VC”) or Other Audio-Visual means (“OAVM”) in compliance with all the applicable provisions of the Companies Act, 2013 and rules framed thereunder read with General Circular Nos. 20/2020 and 10/2022 dated May 5, 2020 and December 28, 2022 respectively and other Circulars issued in this respect by the Ministry of Corporate Affairs (MCA) (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India (SEBI) Circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 (“SEBI Circular”) to transact the business(es) as set out in the Notice dated July 28, 2023.

We are enclosing herewith the proceedings of 42[nd] Annual General Meeting of the Members of the Company.

Kindly take the same on record and oblige.

Thanking you,

Yours faithfully,

For Lumax Auto Technologies Limited

Digitally signed by PANKAJ PANKAJ MAHENDRU MAHENDRU Date: 2023.08.22 19:54:19 +05'30'

Pankaj Mahendru Company Secretary & Compliance Officer ICSI Membership No. A-28161

Encl.: As stated above

GIST OF THE PROCEEDINGS OF THE 42[ND] ANNUAL GENERAL MEETING (AGM) OF LUMAX AUTO TECHNOLOGIES LIMITED HELD ON AUGUST 22, 2023 AT 12.30 P.M. (IST) THROUGH VIDEO CONFERENCING (VC)/OTHER AUDIO-VISUAL MEANS (OAVM)

Date of AGM: August 22, 2023

Total number of shareholders on Record Date i.e., August 16, 2023: 26,637

No. of Shareholders attended the meeting through Video Conferencing (VC)/Other Audio-Visual Means (OAVM):

Promoters and Promoter Group Shareholders: - 04 Public Shareholders: - 67

Directors Present:

1. Mr. D.K. Jain - Chairman

2. Mr. Anmol Jain - Managing Director

3. Mr. Deepak Jain - Non-Executive Director, Chairman of Share Transfer/Stakeholders Relationship Committee

4. Mr. Sanjay Mehta - Non-Executive Director

5. Mr. Arun Kumar Malhotra - Independent Director, Chairman of Audit Committee

6. Mr. Roop Salotra - Independent Director, Chairman of Corporate Social Responsibility Committee

7. Mr. Milap Jain - Independent Director, Chairman of Nomination & Remuneration Committee

8. Mr. Avinash Parkash Gandhi - Independent Director, Chairman of Risk Management Committee

9. Mrs. Diviya Chanana – Independent Director

In attendance:

Mr. Pankaj Mahendru, Company Secretary

Mr. Amit Yadav, Partner of S.R. Batliboi & Co. LLP, Statutory Auditors of the Company and Mr. Maneesh Gupta, Practicing Company Secretary, Secretarial Auditors and Scrutinizer, were also present at the Meeting through Video Conferencing (“VC”) or Other Audio-Visual means (“OAVM”).

The 42[nd] Annual General Meeting (AGM) of the Members of the Company was held on August 22, 2023 via two-way Video Conferencing (“VC”) or Other Audio-Visual means (“OAVM”). The Meeting was conducted in accordance with the various General Circular issued by Ministry of Corporate Affairs and Securities and Exchange Board of India. The Meeting commenced at 12:30 P.M. and concluded at 01:33 P.M.

At the outset, Mr. D.K. Jain, Chairman of the Company, advised Mr. Pankaj Mahendru, Company Secretary to confirm presence of requisite Quorum. The Company Secretary confirmed the presence of requisite quorum in the Meeting and thereupon, Chairman called the Meeting to order and welcomed the Shareholders, Board Members, Statutory Auditors, Secretarial Auditor & Scrutinizer and Lumax Management Team for joining the AGM.

Thereafter, Mr. D.K. Jain, Chairman requested Mr. Anmol Jain, Managing Director of the Company to takeover and go through the formal proceedings.

Mr. Anmol Jain, Managing Director informed the members that the Company had taken all requisite steps under the current circumstances to enable the members to participate through video conference and vote electronically at the AGM. The Managing Director further informed that the Company has tied up with the National Securities Depository Limited (“NSDL”) to provide the facility of Remote E- Voting to participate in this AGM through VC/OAVM facility and E-Voting during this AGM.

Mr. Anmol Jain welcomed all the Directors attending the meeting through Video Conferencing and requested them to introduce themselves to the Shareholders. All the Directors thereafter introduced themselves to the Shareholders. The Managing Director thereafter welcomed the Statutory Auditors, Secretarial Auditors and the Lumax Management Team attending the meeting through Video Conferencing.

The Notice convening the AGM and the Annual Report of the Company for the Financial Year ended March 31, 2023, were taken as read as the same had already been circulated to the members. The Reports of the Statutory Auditors and the Secretarial Auditors were not required to be read as they did not contain any adverse comments, qualification.

Since, this AGM was conducted through Video Conferencing (“VC”) or Other Audio-Visual means (“OAVM”) the requirement of appointment of Proxy and related Compliances were not applicable. The Company had received 1 (one) representation under Section 113 of the Companies Act, 2013 from Lumax Finance Private Limited, Shareholder (belonging to Promoter/Promoter Group) holding 1,21,11,320 Equity Shares.

The Managing Director informed the members that the link for inspecting the Statutory Registers maintained under the Companies Act, 2013 including the Registers of Directors and Key Managerial Personnel and their shareholdings, the Register of Contracts / Arrangements in which Directors are interested and Register of Members were made available by the Company on NSDL Portal. Shareholders can have the access to the above-mentioned link during the time of AGM by logging into through Shareholders section.

The Managing Director then asked Mr. Pankaj Mahendru, Company Secretary to brief the members on the E-voting procedure:

Mr. Pankaj Mahendru informed that the Company has provided remote e-voting facility, to all its shareholders to cast their vote in respect of all resolutions mentioned in the notice, which had started on Saturday, August 19, 2023 at 09:00 A.M. and ended on Monday, August 21, 2023 at 05:00 P.M. He further informed that the facility to vote at the AGM was provided to those Members who have not cast their votes through Remote E-Voting.

He further informed that the Board of Directors had appointed Mr. Maneesh Gupta, Practicing Company Secretary as the Scrutinizer to oversee the remote e-voting and e-voting during the AGM in a fair and transparent manner.

Members were informed about the Flow of AGM by the Company Secretary.

Thereafter, the Managing Director delivered his speech to the Shareholders. The Managing Director in his address apprised the members about Company’s performance and mentioned that during FY 202223, the Company achieved the historic highest ever Sales and Profits despite the Geo-Political uncertainty and supply chain constraints. He also briefed about the outlook of Indian Automobile Industry and Indian Automotive Components Sector. He then updated the members about the business, operational and financial performance of the Company during financial year 2022-23 and declaration of dividend etc.

After the address by Managing Director, the Company Secretary apprised with the brief contents of the resolutions to the members attending the AGM.

In terms of the Notice dated July 28, 2023 convening the 42[nd] AGM of the Company, the following Items of business, were placed for members' consideration and approval through remote e-voting and e-voting during the Meeting:

S. No.	Agenda Item	Type of Resolution
Ordinary Business
1	To receive, consider and adopt: a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2023, together with the Reports of the Board of Directors and Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023 together with the Report of Auditors thereon.	Ordinary
2	To declare a dividend of Rs. 4.50/- per equity share as recommended by the Board of Directors for the Financial Year ended March 31, 2023.	Ordinary
3	To appoint a director in place of Mr. Anmol Jain (DIN: 00004993), who retires by rotation and being eligible offers himself for re-appointment.	Ordinary
Special Business
4	Ratification of Remuneration of Cost Auditors for FY 2023-24.	Ordinary

The Managing Director then invited the members who had registered themselves to speak at the AGM, to ask their queries. Post that Shareholders spoke at the AGM and raised various queries, which were suitably responded by the Managing Director to the satisfaction of the shareholders.

The members were informed that the Scrutinizer will consider the votes cast through remote e-voting and e-voting at the AGM and will prepare a report of voting on the resolutions and submit the same to Chairman of the Company or Company Secretary who shall countersign the same and the E-Voting results along with the Scrutinizer's report will be announced latest by August 24, 2023 and the same shall be placed on the website of the Company and shall also be uploaded on the website of the National Securities Depository Limited and Stock Exchanges within the time prescribed under law.

Thereafter, Managing Director thanked all the Members of the Company for their cooperation and support for conduct of the meeting through the Audio - Visual Means. Further, Managing Director thanked all the Board members for their continued guidance, all JV partners for their tremendous support, the entire Lumax Management Team for their sincere efforts and contribution, and last but most importantly all shareholders for their continued trust and faith in the Company.

The members were informed that electronic voting on the platform of NSDL would continue to remain open for another 15 minutes to enable the members to cast their votes.

Thereafter, the meeting was concluded at 1:33 P.M. with a vote of thanks to the Chair.

For Lumax Auto Technologies Limited

Digitally signed by PANKAJ PANKAJ MAHENDRU MAHENDRU Date: 2023.08.22 19:55:02 +05'30'

Pankaj Mahendru Company Secretary & Compliance Officer ICSI Membership No. A-28161