Lumax Auto Technologies Ltd. — Interim / Quarterly Report 2022

Feb 9, 2022

SSE Limited	The National Stock Exchange of India Limited
Listing & Compliance Department	Listing & Compliance Department
Phiroze Jeejeebhoy Towers,	Exchange Plaza, C-1 Block G, Bandra Kurla
Dalal Street, Mumbai - 400001	Complex, Bandra (E), Mumbai -400051
Security Code : 532796	Symbol: LUMAXTECH

Subject: 1) Outcome of the Board Meeting held today i.e. February 9, 2022.

2) Submission of Financial Results for quarter ended on December 31, 2021

Ref: Disclosure under Regulation 30 & other applicable Regulations of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (herein-after referred as 'SEBI Listing Regulations') read with Sub-Para 1.2 of Para Al of Annexure I of Circular bearing number CIR/CFD/CMD/4/2015 dated September 9, 2015 issued by SEBI.

Dear Sir/Ma'am,

In furtherance to our intimation dated February 01, 2022 and pursuant to the provisions of Regulation 30 & other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company, at their Meeting held today i.e., Wednesday, February 09, 2021, has inter-alia, considered and approved the following matters:

1. The Standalone & Consolidated Un-audited Financial Results for the 3rd Quarter and Nine Months ended December 31, 2021, as reviewed and recommended by the Audit Committee. A copy of the Standalone & Consolidated Un-Audited Financial Results and the Limited Review Reports of Statutory Auditors i.e., M/s S.R. Batliboi & Co. LLP, are enclosed herewith as per Regulation 33 of the SEBI Listing Regulations.

The Extracts of Consolidated results would be published in the Newspapers in terms of Regulation 47(1) of SEBI Listing Regulations, as amended from time to time.

• 1. The Amendment of Policy on Related Party Transactions to align with the amendment . in SEBI Listing Regulations.
• 1. Re-constitution of Nomination and Remuneration Committee of Board to align with the amendment in SEBI Listing Regulations.
• 1. Scheme of Arrangement for Amalgamation of Lumax Mettalics Private Limited ('Transferor Company') with Lumax Auto Technologies Limited ('Transferee Company') on a going concern basis under Section 230 - 232 of the Companies Act, 2013. The said Scheme of Arrangement shall be subject to the approval of National Company Law Tribunal (NCLT) of relevant jurisdiction, Shareholders and Creditors of both the Companies and other Regulatory Authorities, if any.

Lumax Auto Technologies Limited Plot No. -878, Udyog Vihar Phase-V, Gurugram-122016 Haryana, India

T +91124 4760000 E shares@lumaxmail.com

www.lumaxworld.in

iJ Lumax Au_to Technologies Limited - REGO. OFFICE: 2'"Floor, Harbans Bhawan-11, Commercial Complex, Nangal Raya, New Delhi-110046, T- +91114985 7832, E- cao@lumaxmail.com

The detailed disclosure as required under Regulation 30 of the SEBI Listing Regulations read with Circular CIR/CFD/CMD/4/2015 dated September 9, 2015 is enclosed as Annexure I to this Outcome.

h d T e Boar mee . d d I 02 ¹ 25 ting commence at 12.45 P.M. an cone uded at ..................... P.M.

You are requested to kindly take the above information in your records.

Thanking You,

Yours faithfully, For Lumax Auto Technologies Limited'

Anil Tyagi Company Secretary Membership No. A-16825

Encl: As stated above

Lumax Auto Technologies Limited * LUMI\X DK JAIN Regd. Office: 2nd Floor, Harbans Bhawan-11, Commercial Complex, Nangal Raya, New Delhi-110046 GH.Ol ' ^P

Website: www.lumaxworld.in/lumaxautotech Tel: +91 11 49857832 Email: shares@lumaxmail.com, CIN: L31909DL 1981PLC349793

	(Rs. in Lakhs unless otherwise stated)
	Statement of Standalone un-audited financial results for the quarter and nine months ended December 31, 2021
Quarter ended			Nine months ended		Year ended
Sr. No.	Particulars	31.12.2021 IUnauditedl	30.09.2021 fUnauditedl	31 .12.2020 {Unaudited I	31.12.2021 IUnauditedl	31.12.2020 /Unaudited)	31.03.2021 /Audited\
	Income from operations
	a) Revenue from contracts with customers	33,094 12	32,225.58	29,636,07	85,323 32	59,233.09	90,294.89
	b) Other income	51113	773.94	625.11	1,704.57	1,736.25	2,206.43
1	Total Income	33,605.25	32,999.52	30,261.18	87,027.89	60,969.34	92,501 .32
	Expenses
	a) Cost of raw materials, components and moulds consumed	16,832_02	16,667.45	15,475.11	45,256.02	31,500.69	47,682.05
	b) Purchases of traded goods	6,484.77	6,286.76	5,558.45	14,896 71	9,674.66	15,861 _99
	c) Changes in inventories of finished goods, wor1<-in-progress and traded goods	(4.45)	(389 53)	(366.16)	(227.99)	29.68	(292 75)
	d) Employee benefits expense	3,024.74	3,014.57	2,755.73	8,560.02	6,619.40	9,591 .07
	e) Finance Costs	150.62	130.45	119.89	42717	572.61	715 03
	f) Depreciation and amortisation expense	717.68	668.94	650.82	1,973.74	1,857 87	2,50914
	g) Oiher expenses	3,974.26	3,640.79	3.441.60	10.262,30	7,234.23	10,867.97
2	Total expenses	31 ,179.64	30,019.43	27,635.44	81,147.97	57,489.14	86,934.50
3	Profit before tax (1-2)	2,425.61	2,980.09	2,625.74	5,879.92	3,480.20	5,566.82
	Tax Expenses
	Current tax	625.31	711.60	674.74	1,538.10	905.50	1,491 .53
	Adjustment of tax relating to earlier years	0.37		(4383)	0.37	(3993)	(39 93)
	Deferred tax charge/(credit)	23.44	(48.45)	(1058)	(98.36)	(44,26)	(93.51)
4	Total Tax Expenses	649.12	663.15	620.33	1,440.11	821 .31	1,358.09
5	Net Profit for the period/year (3-4)	1,776.49	2,316.94	2,005.41	4,439.81	2,658.89	4,208.73
	Other Comprehensive lncome/(Loss) (net of tax) Other Comprehensive lncome/(Loss) not to be reclassified to statement of profit and loss in subsequent year/period
	Re-measurement loss on defined benefits plans	(18.15)	(18.15)	(13 57)	(5445)	(40_73)	(72.60)
	Income lax effect	4.56	4.57	1 66	13.70	4 96	8,60
	Gain/(Loss) on FVTOCI equity securities	(1,312.50)	(399.00)	235.99	(2,159.85)	2,626 05	3,925.98
	Income 1ax effect			-		-	(7 66)
6	Total Other Comprehensive lncome/(Loss) (net of tax)	(1,326.09)	(412.58)	224.08	(2,200.60)	2,590.28	3,854.32
7	Total Comprehensive Income for the period/year (net of tax) (5+6)	450.40	1,904.36	2,229.49	2,239.21	5,249.17	8,063.05
8	Paid-up equity share capital (face value of Rs 2 per share)	1,363.15	1,363.15	1,363.15	1,363.15	1,363.15	1,363.15
9	Other equity						47,448.05
10	Earnings per share (face value of Rs. 2 each) (not annualised) Basic & Diluted (in Rs.)	2.61	3.40	2.94	6.51	3,90	6.17

Notes:

1. The above standalone financial results of Lumax Auto Technologies Limited ('the Company') have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on February 09, 2022. The statu1ory auditors have carried out Limited Review of above financial resul1s of 1he Company.

2. These standalone financial resul1s have been prepared in accordance with the recognition and measurement principles of Indian Accounting Standards (Ind AS) as notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accoun1ing Standards) Rules, 2015 as amended .

3. The Company's business activity falls within a single business segment i.e. manufacturing and trading of Automotive Components, accordingly there are no additional disclosures to be furnished in accordance with the requirement of Ind AS 108 "Operating Segments" with respect to single reportable segment. Further, the operations of the Company is domiciled in India and therefore there are no reportable geographical segment.

4, The outbreak of Coronavirus (COVID -19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. Consequent to these uncertainties/ disruptions caused due lo continuation of pandemic, the Company has made assessment of impact of this pandemic on its business operations and has made assessment of its liquidity position for the next one year The Company has assessed the recoverability and carrying value of its assets comprising property, plant and equipment, investment properties, intangible assets, right-to-use assets, investments, inventory, advances, trade receivables, other financial and non-financial assets etc. as at period end using various internal and external information up to the date of approval of these standalone financial results Based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. Changing situation of pandemic is giving rise to inherent uncertainty around the extent and timing of the potential future impact of the COVID-19 pandemic which may be different from that estimated as al the date of approval or these stam.lalum, ri11a11cial results and the Company will continue to closely observe the evolving scenario and take into account any future developments arising out of the same,

1. Subsequent to quarter ended December 31, 2021, the Company has acquired management control over the Joint Venture Company "Lumax lturan Telematics Private Limited (LITPL)" by giving casting vote power to the Chairman who will represent the Company w.e f January 01, 2022. Accordingly, LITPL has become subsidiary of the company in accordance with Ind AS 110 "Consolidated Financial Statements" w.e.f. January 01 , 2022,

6, The above financial results are available on the Company's website w-,,w lumaxworld.!nnumaxautotech and also on the websites of NSE (www.nseindia.com) and BSE (www.bselnd!a.com),

For and on behalf of the Board of Directors of

D. K. Jain Chairman DIN: 00085848

Place : New Delhi Date : February 09, 2022

S.R. BATLIBOI & Co. LLP

Chartered Accountants

2nd & 3rd Floor Golf View Corporate Tower - B Sector - 42, Sector Road Gurugram - 122 002, Haryana, India

Independent Auditor's Review Report on the Quarterly and Year to D~1e: tJ11Jtid.ft~t:1 ⁶ ~~~ndalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Lomax Auto Technologies Limited

• I. We have reviewed the accompanying statement of unaudited standalone financial results of Lumax Auto Technologies Limited (the "Company") for the quarter ended December 31, 2021 and year to date from April 01, 2021 to December 31, 2021 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").
• 2 . The Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 20 I 3 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review.
• 3 . We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For S.R. BATLIBOI & Co. LLP Chartered Accountants I i, r istrntion number: 30 I 003E/E300005

Jle · mit Yadav Partner Membership No.: 501753

Wffll\X* Lumax Auto Technologies Limited DK JAIN Regd. Office : 2nd Floor, Harbans Bhawan-11, Commercial Complex, Nangal Raya, New Delhi-110046 GROl:P Website: www.lumaxworld.in/lumaxautotech Tel: +91 11 49857832 Email: shares@lumaxmail.com, CIN: L31909DL 1981PLC349793

:.

						fRs. in Lakhs unless ot!Jerwise stated)
		Statement of Consolidated un-audlled financial results for tho quortor and nino months ended December 31 , 2021
			Quarter ended		Nine months ended		Year ended
Sr. No.	Particulars	31 .12.2021	30.09.2021	31 .12.2020	31 .12.2021	31 .12.2020	31 .03.2021
		(Unaudited)	(Unaudited)	tUnaudiledl	tUnaudilodl	/Unaudlledl	IAuditodl
	Income· rrom operations
	a) Revenue from conlracls wlli1 ~uslomers			36,519 74	1,09,099 58	71,994,67	1, 10,792,85
	b) Olher Income	42,755 85 285 88	40,295 62 323 22	684 73	88917	1,416,89	1.818.47
1	Total Income	43,041.73	40,618.84	37,204.47	1,09,988.75	73,411.56	1,12,611.32
	Expenses
	a) Cost of raw materials, components a(ld moulds consumed	22,957 64	21,562 05	19,658 09	60,069 96	39.107 ,64	59,673.43
	b) Purchasos of traded goods	6,484 77	6,286 76	5,558 45	14,896 71	9,674,66	15.861 ,99
	c) Changes in lnvenlories of finished goods, work-In-progress and traded goods	(50 65)	(507 69)	(41066)	(635 26)	(122,52)	(461 ,17)
	cl) Employee benelils expense	4,273.87	4,243 26	3,838 13	12,206.51	9,212.94	13,240,56
	e) Finance costs	219 96	21462	219 89	66112	783,85	982.17
	fl Dcprecfatlon and amcnls~llon expense	1,016 93	942 50	904 81	2,814 38	2,497,93	3,415,14
	g) Olher expenses Total expenses	4.584 30 39,486.82	4.239 21 36,980.71	4 079 46 33,848.17	11 ,967 67 1,01,981 .09	8,593,91 69 748.41	12,676.66 1,05,388.78
2
3	Profit before share of joint ventures, exceptional items and tax (1-2)	3,554.91	3,638.13	3,356.30	8,007.66	3,663.15	7,222.54
4	Share of (loss)/profit of joint ventures	(12 21 )	(11 951	(3.26)	(57 41 )	4 60	(9.33)
5	Profit before exceptional items and tax (3+4)	3,542.70	3,626.18	3,353.04	7,950.25	3,667.75	7,213.21
6	Exceptional Items Profit before tax (5+6)	- 3,542.70	3,626.18	3,353.04	7,950.25	- 3,667.75	(63 om 7,150.21
7	Tax Expenses
	Current Tax	953 37	991.55	821 .64	2,331 .54	1,147.41	1,958.93
	Adjustment of tax relating to eariier years	0 38		(53 65)	0 38	(49 75)	(49.23)
	Deferred Tax charge/(credit)	48 83	573	49 06	(4082)	(56 38)	12510
8	Total Tax Expensu	1,002.58	997.28	817.05	2,291.10	1,041.28	2,034.80
9	Net Profit for the petiod/year (7-ll)	2,540.12	2,628.90	2,535.99	5,659.15	2,626.47	5,115.41
	Other Comprehensive lncome/(Loss) (net of tax)
	Other Comprehensive lncome/(Loss) not to be reclassified lo the statement of profit
	and loss in subsequent year/period
	Re-measurement loss on defined benefits plans	(17 49)	(17,67)	(2 63)	(52 65)	(17.14)	(73_03)
	Income tax effect	442	4.40	051	1322	0,60	7 82
	Gain/(Loss) on FVTOCI equity securities	(1.312 50)	(399,00)	235 99	(2,159 85)	2.626.05	3,925 98
	Income lax effect			-			(7 66)
10	Total Other Comprehensive lncome/(Loss) (net of tax)	(1,325.57)	(412.27)	233.87	(2,199.28)	2,609.51	3,853.11
11	Total Comprehensive Income for the period/year (net of tax) (9+10)	1,214.55	2,216.63	2,769.86	3,459.87	5,235.98	8,968.52
12	Profit attributable to: a) Owners of Lumax Auto Technologies Limited	2.15718	2,339.48	2,307 59	4,837 23	2.610,64	4.712,96
	b) Non- controlling interests	382.94	289.42	22840	82192	15,83	402,45
	Total (a+b)	2,540.12	2,628.90	2,535.99	5,659.15	2,626.47	5,115.41
13	Other Comprehensive lncome/(Loss) atttibutable to: a) Owners of Lumax Auto Technologies Limited		(410.96)	229 92	(2.195 32)	2,602.10	3,858,23
	b) Non- controlling interests	(1.324.25) (1 321	(1 ,311	3.95	(3.96)	7.41	(5.12:
	Total (a+b)	(1,325.57)	(412.27)	233.87	(2,199.28)	2,609.51	3,853.11
14	Total Comprehensive Income attributable ta: (12+13)
	a) Owners of Lumax Auto Technologies Limited	832,93	1.928 52	2,537 51	2,64191	5.212,74	8,571 .19
	b) Non- controlling interests	38162	28811	232 35	817 96	23.24	397.33
	Total (a+b)	1.214.55	2 216.63	2 769.86	3 459.87	5 235,98	8 968.52
15	Paid-up equity share capital (face value of Rs 2 per share) Other equity	1,363.15	1,363.15	1,363.15	1,363.15	1,363.15	1,363.15 51,708.74
16
17	Earnings per share (face value of Rs. 2 each) (not annualised)
	Basic & Diluted (in Rs )	316	3.43	3.39	7.10	3.83	6.91
	Ko~ §tandalo~• Financlal Information
1	Revenue from contracts with customers	33,094 12	32,225.58	29,636 07	85,323 32	59,233 09	90,294.89
2	Profit before tax for the period/year	2,425 61	2,980,09	2,625.74	5,879 92	3,480 20	5,566,82
3	Total Comprehensive Income for the period/year	45040	1,904,36	2,229.49	2.239 21	5,24917	8,063.05

N.otes!

1 The above consolidated financial results of Lumax Auto Technologies Limited ("the Company"), its subsidiaries (together referred as "the Group") and its joint ventures have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on February 09, 2022, The statutory auditors have carried out Limited Review of above financial results of the Group

1. These consolidated financial results have been prepared in accordance with the recognition and measurement principles of Indian Accounting Standards (Ind AS) as notified under Section 133 of the Companies Act. 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended The said financial results represents the results of the Group and its share in results of joint ventures which have been prepared in accordance with Ind AS 110 "Consolidated Financial Statements" and Ind AS 28 "Investment in Associates and Joint Ventures"

31 The Group business activity falls within a single business segment i e manufacturing and trading of Automotive Components, accordingly there are no additional disclosures to be furnished in accordance will1 the requirement of Ind AS 108 "Operating Segments" with respect to single reportable segment Further, the operations of the Group is domiciled in India and therefore there are no reportable geographical segment

1. The outbreak of Coronavirus (COVID -19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. Consequent to these uncertainties/ disruptions caused due to continuation of pandemic, the Group has made assessment of impact of this pandemic on its business operations and has made assessment of its liquidity position for the next one year The Group has assessed the recoverability and carrying value of its assets comprising property, plant and equipment, investment properties, intangible assets, right-to-use assets, investments. inventory, advances. trade receiva_bles. other financial and non-financial assets etc as at period end using various internal and external information up lo the date of approval of these consolidated financial results Based on current ndlcalor,; of future economic conditions, the Group expects to recover the carrying amount of these assets Changing situation of pandemic is giving rise to inherent uncertainty around the extent and liming of the potential future impact of lhe COVID-19 pandemic which may be different from that estimated as al the date of approval of these consolidated financial results and the Group will continue to closely observe the evolving scenario and lake into account any future developments arising out of the same

5. During the current quarter, Lumax Alps Alpine India Pvt Ltd (Subsidiary Company) started its commercial production at Gurugram, Haryana on December 01, 2021

6. Subsequent lo quarter ended December 31, 2021, the Company has acquired management control over the Joint Venture Company "Lumax lturan Telematics Private Limited (LITPL)" by giving casting vote power to the Chainman who will represent the Company we f January 01, 2022 Accordingly, LITPL has become subsidiary of the company in accordance with Ind AS 110 "Consolidated Financial Statements" w_e.f. January 01. 2022.

7 The above financial results are available on the Company's website www.lume,wo~d.lnnumoxaulolech and also on the websites of NSE (www.nseindia.com) and BSE (www.bselndla.com)

For and on behalf of the Board of Directors of Lumax Auto Technologies Limited

D. K. Jain Chainman DIN: 000851148

Place : New Delhi Date : February 09, 2022

S.R. BATI.IBOI & Co. LLP

Chartered Accountants

2nd & 3rd Floor Golf View Corporate Tower - B Sector - 42, Sector Road Gurugram - 122 002, Haryana, India Tel : +91 124 681 6000

Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Lomax Auto Technologies Limited

• I. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Lumax Auto Technologies Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") and its joint ventures for the quarter ended December 31, 2021 and year to date from April 0 1, 2021 to December 31, 2021 (the "Statement") attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").
• 1. The Holding Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Holding Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review oflnterim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMD 1/44/2019 dated March 29, 2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

1. The Statement includes the results ofthefollowi.ng entities·

1.	Lumax Auto Technologies Limited
	Subsidiary Companies
2.	Lumax Mannoh Allied Technologies Limited
3.	Lumax Integrated Ventures Private Limited
4.	Lumax Comaglia Auto Technologies Private Limited
5.	Lumax Management Services Private Limited
6.	Lumax Mettalics Private Limited (formerly known as "Lumax Gill-Austem Auto
	Technologies Private Limited")
7.	Lumax FAE Technologies Private Limited
8.	Lumax JOPP Allied Technologies Private Limited
9.	Lumax Yokowo Technologies Private Limited
10.	Lumax Alps Alpine India Private Limited (W.e.f. September 21 , 2021)

S.R. BArL1B01 & Co. LLP Charter .... .

Joint Venture Entity
	I Lumax Ituran Telematics Private.Limited 11.
Joint Venture Entity of Lumax Integrated Ventures Private Limited
	I Sipal Engineering Private Limited 12.

• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. The accompanying Statement includes the unaudited interim financial results and other financial information, in respect of:
• Six subsidiaries, whose unaudited interim financial results include total revenues of Rs. 7,681.20 lakhs and Rs. 19,167.94 lakhs, total net profit after tax of Rs. 434.01 lakhs and Rs. 703 .09 lakhs, total comprehensive income of Rs. 434.51 lakhs and Rs. 704.40 lakhs for the quarter ended December 31, 2021 and the period ended on that date respectively as considered in the Statement which have been reviewed by their respective independent auditors.
• One joint Venture and one joint venture of one of the subsidiary companies, whose unaudited interim financial results include Group's share of net loss of Rs 12 .21 lakhs and Rs 57.41 lakhs and Group's share of total comprehensive loss of Rs 12.21 lakhs and Rs 57.41 lakhs for the quarter ended December 31, 2021 and for the period ended on that date respectively, as considered in the Statement which have been reviewed by their respective independent auditors.

The independent auditor's reports on interim financial information/ financial results of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries and joint ventures is based solely on the report of such auditors and procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement in respect of matters stated in paragraph 6 above is not modified with respect to our reliance on the work done and the reports of the other auditors.

For S.R. BATLIBOI & Co. LLP Chartered Accountants ICAI Firm registration number: 301003E/E300005

per Amit Yadav Partner Membership No.: 501753

UDIN: ~J..So17S3AAz Fl 'f:..6770 Place: Gurugram Date: February 9, 2022

The Scheme provides for Amalgamation of Lumax Mettalics Private Limited ("Transferor Company") with Lumax Auto Technologies Limited ("Transferee Company'')

a) Name of the entity (ies) forming part of the Amalgamation/Merger, details in brief such as, si:i:e, turnover etc.

Name of the Companies	Turnover (Rs. Crores) As on 31st March, 2021	Net Worth (Rs. Crores) As on 31st March, 2021
Lumax Mettalics Private Limited (LMPL/ Transferor Company)	13.10	8.83
Lumax Auto Technologies Limited (LATL / Transferee Company)	902.95	488.11

b) Area of Business of the Entities:

Name of the Companies	Area of Business
Lumax Meitalics Private Limited (LMPL / Transferor Company)	of Manufacturing and supply Seating frames & Mechanism.
Lumax Auto Technologies Limited (LATL / Transferee Company)	of Automotive Manufacturing and supply Lamps, Moulded Parts and Frame Chassis.

c) Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length".

Yes, it will fall under Related Party Transaction, as the Amalgamation is between Lumax Mettalics Private Limited ("Transferor Company") and Lumax Auto Technologies Limited ("Transferee Company"), entities controlled by set of management. However, as per the MCA Circular No. 30/2014, dated 17.07.2014, it was already clarified that transactions arising out of th~ Compromises, Arrangements and Amalgamations will not attract the requirements of Section 188 of the Companies Act, 2013.

d) Rationale for Amalgamation/ Merger -

•

The Transferor Company is a wholly owned subsidiary of Transferee Company and managed by same set of management. Both the Companies are engaged in the similar line of business, hence, after consolidation of both the Ccompanies in a single entity, management would be able to effectively manage the Transferor Company and

Transferee Company as a single entity, which will provide several benefits including streamlined group structure by reducing the number of legal entities engaged in similar nature of business, reducing the multiplicity of legal and regulatory compliances, rationalizing costs.

• The amalgamation will contribute in furthering and fulfilling the objectives and business strategies of both the companies thereby accelerating growth, expansion and development of the respective businesses through the Transferee Company. The amalgamation will enable further expansion of the Transferee Company and provide a strong and focused base to undertake the business more advantageously. Further, this arrangement would bring concentrated management focus, integration, streamlining of the management structure, seamless implementation of policy changes and shall also help enhance the efficiency and control of the business.
• Further, the independent operations of the Transferor Company and Transferee Company leads to incurrence of significant costs, duplication of administrative & establishment costs and the amalgamation would enable economies of scale by attaining critical mass and achieving cost saving and better financial management of resources. The amalgamation will thus rationalize the structure and reduce managerial overlaps, which are necessarily involved in running multiple entities and also prevent cost duplication that can erode financial efficiencies of a holding structure and the resultant operations would be substantially cost-efficient. This Scheme would result in simplified corporate structure of the Transferee Company and its businesses, thereby leading to more efficient utilization of capital and creation of a consolidated base for future growth of the Transferee Company.
• The Amalgamation of Transferor Company and Transferee Company will create synergy benefits for the stakeholders of both the Companies and it shall optimize the valuation of the consolidated Transferee Company. The amalgamation would also increase operational efficiency and integrate business functions.
• The proposed arrangement will provide greater integration and flexibility to the Transferee Company and strengthen its position in the industry, in terms of the asset base, revenues and service range.
• The other benefits the proposed amalgamation include:
• a. Optimum and efficient utilization of financial resources and rationalization of capital, resources, assets and facilities;
• b. Enhancement of competitive strengths including financial resources;

C. Obtaining synergy benefits;

d. Better management and focus on growing the businesses due to reduction of managerial overlaps which are necessarily involved in running multiple entities;

/4'

• e. Reduction of overheads, administrative, managerial and other expenditure;
• f. Simplification of corporate structure, by way of reducing the number of entities.

e) In case of cash consideration - amount or otherwise share exchange ratio -

• a. Upon the Scheme coming into effect, all equity shares of the Transferor Company held by the Transferee Company (either directly or through nominees) shall stand cancelled without any further application, act or deed. It is clarified that no new shares shall be issued or payment be made in cash whatsoever by the Transferee Company in lieu of shares of the Transferor Company as the Transferor Company is wholly owned subsidiary of the Transferee Company.
• b. Upon coming into effect of this Scheme, the shares or the share certificates of the Transferor Company in relation to the shares held by the Transferee Company, as the case may be shall, without any further application, act, instrument or deed, be deemed to have been automatically cancelled and be of no effect without any necessity of them being surrendered.

f) Brief details of change in shareholding pattern (if any) of listed entity -

Pre - Arrangement Shareholding of the Lumax Auto Technologies Limited ("Transferee Company'')

Particulars	Pre- Arrangement No. of shares	Pre- Arrangement Percentage
Promoters	3,81,54,430	55.98
Public	3,00,03,275	44.02
Total	6,81,57,705	100.00

Post - Arrangement Shareholding of the Lumax Auto Technologies Limited ("Transferee Company'')

Particulars	Post- Arrangement No. of shares	Post- Arrangement Percentage
Promoters	3,81,54,430	55.98
Public	3,00,03,275	44.02
Total	6,81,57,705	100.00

g) Pre and Post Merger Shareholding of the Lumax Mettalics Private Limited ("Transferor Company'i)

Pre - Arrangement Shareholding of the Lu max Mettalics Private Limited ("Transferor Company")

Particulars	Pre- Arrangement (No. of shares)	Pre- Arrangement (Percentage)
Promoters	99,47,428	100.00
Non-Promoters	-	-
Total	99,47,428	100.00

Post - Arrangement Shareholding of the Lumax Mettalics Private Limited ("Transferor Company")

Particulars	Pre-Arrangement (No. of shares)	Pre- Arrangement (Percentage)
Promoters	-	-
Non-Promoters	-	-
Total	-	-

For Lu max Auto Technologies Limited

Anil Tyagi Company Secretary Membership No. A-16825