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Lumax Auto Technologies Ltd. Regulatory Filings 2023

Feb 13, 2023

62451_rns_2023-02-13_da0000e6-252c-413e-a027-4bb49e993a6b.pdf

Regulatory Filings

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LATL:CS:BM:2022-23 February 13, 2023

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

Subject: 1) Outcome of Board Meeting held on Monday, February 13, 2023

2) Submission of Un-audited Standalone and Consolidated Financial Results for 3rd Quarter and Nine M onths ended December 31, 2022.

Dear Sir/Ma'am,

Pursuant to the provisions of Regulation 30 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations"), we hereby inform you that the Board of Directors at their Meeting held today i.e., Monday, February 13, 2023, have inter-alia, considered and approved the following matters:

  1. The Un-audited Standalone & Consolidated Financial Results for the 3rd Quarter and Nine Months ended December 31, 2022, as reviewed and recommended by Audit Committee. A copy of Standalone & Consolidated Un-Audited Financial Results along with the Limited Review Reports, received from M/s S.R. Batliboi & Co. LLP, Statutory Auditors, are enclosed herewith as per Regulation 33 of the Listing Regulations;

The extracts of Consolidated results will be published in the Newspapers in terms of Regulation 47(1) of the Listing Regulations.

    1. Re-appointment of Mr. Dhanesh Kumar Jain (DIN : 00085848) as Executive Chairman -Whole Time Director (Key Managerial Personnel) of the Company for a further period of 3 (Three) Years w.e.f. May 28, 2023, upon expiry of his present tenure, as recommended by the Nomination and Remuneration Committee subject to approval of Shareholders by way of Special Resolution. Mr. Dhanesh Kumar Jain is not debarred from holding office of Executive Chairman - Whole Time Director (Key Managerial Personnel) by virtue of any SEBI order or any other such Authority;
    1. Re-appointment of Mr. Anmol Jain (DIN: 00004993} as Managing Director (Key Managerial Personnel) of the Company for a further period of 3 (Three) years w.e.f. May 28, 2023, upon expiry of his present tenure, as recommended by the Nomination and Remuneration Committee subject to approval of Shareholders by way of Special Resolution. Mr. Anmol Jain is not debarred from holding office of Managing Director (Key Managerial Personnel) by virtue of any SEBI order or any other such Authority;
    1. Re-appointment of Mr. Arun Kumar Malhotra (DIN: 00132951) as Non Executive Independent Director of the Company for second term of 5 years w.e.f. July 28 2023, upon expiry of his first term, as recommended by the Nomination and Remuneration Committee subject to the approval of Shareholders by way of Special Resolution. Mr. Arun Kumar Malhotra is not debarred from holding office of Non - Executive Independent Director by virtue of any SEBI order or any other such Authority;

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

T +91124 4760000 E [email protected]

www.lumaxworld.in

Lumax Auto Technologies Limited - REGD. OFFICE: 2""Floor, Harbans Bhawan-II, Commercial Complex, Nangal Raya, New Delhi-110046, T - +9111 4985 7832, E - [email protected]

  1. Re-appointment of Mr. Avinash Parkash Gandhi (DIN: 00161107) as Non - Executive Independent Director of the Company for second term of 5 years w.e.f. November 12, 2023, upon expiry of his first term, as recommended by the Nomination and Remuneration Committee subject to the approval of Shareholders by way of Special Resolution. Mr. Avinash Parkash Gandhi is not debarred from holding office of Non - Executive Independent Director by virtue of any SEBI order or any other such Authority;

The detailed disclosure as required under SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 along with the details as required under Regulation 30 and other relevant provisions of Listing Regulations, with regard to the aforesaid re-appointments is enclosed herewith as Annexure-1;

    1. Adoption of new set of Memorandum and Articles of Association of the Company in conformity with Companies Act, 2013 and adopt the same subject to the approval of Shareholders of the Company;
    1. Amendment in "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information". Copy of the amended policy is enclosed herewith as Annexure-2;
    1. Draft notice of Postal Ballot along with the explanatory statement and other related documents thereof to seek approval of the shareholders of the Company for item no. 2, 3 ,4, 5 & 6 above; and
    1. Appointment of Mr. Maneesh Gupta, Practicing Company Secretary (FCS No. 4982) as Scrutinizer to conduct the Postal Ballot process in fair and transparent manner. The Board has also fixed the cut-off date as February 17, 2023, to determine the eligible shareholders to whom the postal ballot notice would be sent and for the purpose of e-voting.

The aforesaid information shall also be made available on the website of the Company at www.lumaxworld.in/lu max a utotech

The Meeting commenced at 12.15 P.M. and concluded at O :t. : S-S-- P--fVI ·

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

Thanking you, For Lumax Auto Technologies Limited

Raajesh Kumar Gupta Vice President & Group Head (Secretarial, Legal & Internal Audit) Membership No. A8709

Encl: As stated Above

Lumax Auto Technologies Limited

DK JAIN LUMI\X Regd. Office: 2nd Floor, Harbans Bhawan-11, Commercial Complex, Nangal Raya, New Delhi-110046 GR.OLTP Website: www.lumaxworld.in/lumaxautotech Tel: +9111 49857832

(Rs. in Lakhs unless otherwise stated)
Statement or Standalone un-auditod financial results for the quarter and nine months ended Docembor 31, 2.022
Quarter ended Nine Months ended Year ended
Sr. No. Particulars 31.12.2022
(Unaudited)
30.09.2022
(Unaudited)
31.12.2021
(Unaudited)
31.12.2022
(Unaudited I
31.12.2021
!Unaudited)
31.03.2022
(Audited)
Income from operations
a) Revenue from contracts with customers 31,663.65 34.903.47 33.094.12 96.029.94 85,323.32 1.15,703.46
b) Other income 877.64 915.45 511.13 2,763.18 1,704.57 2,161 ,56
1 Total Income 32,541.29 35,818.92 33,605.25 98,793.12 87,027.89 1, 17,865.02
Expenses
a) Cost of raw materials, components and moulds consumed 15,426.46 17,831 .60 16,832.02 48,073.12 45,256.02 60,186.97
b) Purchases of traded goods 6,969,15 6,968.02 6,484-77 19,637.87 14,896.71 21,282.11
c) Changes in inventories offinished goods, work-in-progress and traded goods (184.85) (344.57) (4.45) (428.61) (227,99) (168.41)
d) Employee benefits expense 3,149.61 3,372.86 3,024_74 9,553.33 8,560.02 11,326.84
e) Finance Costs 246,54 240.60 150,62 67081 427.17 601 .12
I) Depreciation and amortisation expense 76511 750.17 717_68 2,221.41 1,973.74 2,661.61
g) Other expenses 3,721.44 4,218.79 3,974.26 11,556.05 10,262.30 14,050.24
2 Total expenses 30,093.46 33,037.47 31,179.64 91 ,283.98 81 ,147.97 1,09,940.48
3 Profit before exceptional items and tax (1-2) 2,447.83 2,781.45 2,425.61 7,509.14 5,879.92 7,924.54
4 Exceptional Items - - - 175.05
5 Profit before tax (3-4) 2,447.83 2,781.45 2,425.61 7,509.14 5,879.92 7,749.49
Tax Expenses
Current tax 579.04 691 .15 625.31 1,781.53 1,538.10 1,931.38
Adjustment of lax relating to earlier years 14.65 6.00 0.37 8.75 0_37 (28.08)
Deferred tax charge/ (credit) 38.41 (89,41) 23.44 (93.68) (98.36) (16.43)
6 Total Tax Expenses 632.10 607.74 649.12 1,696.60 1,440.11 1,886.87
7 Net Profit for the period/year (5-6) 1,815.73 2,173.71 1,776.49 5,812.54 4,439.81 5,862.62
Other Comprehensive Income/ (Loss) (net of tax)
Other Comprehensive Income/ (Loss) not to be reclassified to statement of profit
and loss in subsequent year/period
Re-measurement Gain/ (Loss) on defined benefits plans 1.57 3.13 (18.15) 4.70 (54.45) 6,27
Income tax effect (0.39) (0.79) 4.56 (1.18) 13.70 (1 ,58)
Gain/ (Loss) on FVTOCI equity securities 345,71 1,852.99 (1,312.50) 4,221.00 (2,159.85) (3,638.68)
Income tax effect - 26.21
8 Total Other Comprehensive Income/ (Loss) (net of tax) 346.89 1,855.33 (1,326.09) 4,224.52 (2,200.60) (3,607.78)
9 Total Comprehensive Income for the period/year (net of tax) (7+8) 2,162.62 4,029.04 450.40 10,037.06 2,239.21 2,254.84
10
11
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
47,658.16
12 Earnings per share (face value of Rs. 2 each) (not annualised)
Basic & Diluted (in Rs ,)
2.66 3.19 2,61 8.53 6.51 8,60

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 13, 2023.

  2. These standalone 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 the Companies (Indian Accounting 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 Segmenls" 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 above financial results are available on the Company's website www.lumaxworld.in/lumaxaulotech and also on the websites of NSE (www.nseindia.com) and BSE (www.bsejnc!la com}.

□ (b r • I ~[ I~ f ~J:---f (/) ~ ;.,, I~ ~I ~Rut~ - ~,.._ Place : Gurugram , / . o->;~~ Date : February 13, 2023 ~ Chairman DIN: 0008 5848

For and on behalf of the Board of Directors of

S.R. BArL1B01 & Co. LLP

Chartered Accountants

2nd & 3rd Floor Golf View Corporate Tower - B Sector - 42, Sector Road Gurugram - 122 002, Haryana, India Tel : +91124 681 6000

Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Standalone Financial Results of the Company Pursuant to 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

    1. We have reviewed the accompanying statement of unaudited standalone financial results of Lumax Auto Technologies Limited (the "Company") for the quarter ended December 31, 2022 and year to date from April 1, 2022 to December 31, 2022 (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").
    1. 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, 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 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 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 measuremenl 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 ICAI Firm registration number: 301003E/E300005

per A it Yadav Partner Membership No.: 501753

UDIN: 23501753BGXRUY1991

Place: Gurugram Date February 13, 2023

LUMnx-Q Lumax Auto Technologies Limited DK JAIN Regd. Office : 2nd Floor, Harbans Bhawan-11, Commercial Complex, Nangal Raya, New Delhi- 110046GRC.lt.:P Website: www.lumaxworld.in/lumaxautotech Tel: +9111 49857832

Email: [email protected], CIN: L31909DL1981PLC349793

{Rs. in Lakhs unless otherwise stated!

St:atomont or Consolidated uri-auditod financial results for tho quarter and nine months ended December 31 , 2022
Sr. No. Particulars Quarter ended Nine months ended Yearonded
31 .12.2022 30.09.2022 31.12.2021 31 .12 2022 31.12.2021 31 .03.2022
(Unauditodl {Unaudlledl {Unauditedl (Unaudltodl (Unauditodl !Auditodl
Income from operations
a) Revenue from contracts with customers 44,519.71 48,700.35 42,755,85 1,35,413.25 1,09,099.58 1.50,792.43
b) Other income 689.95 769.70 285.88 1,859.18 889.17 1.281 .29
1 Total Income 45,209.66 49,470.05 43 041 .73 137272.43 1,09,988.75 1,52,073.72
Expenses
a) Cost of raw materials, components and moulds consumed 23,484 47 26,577.60 22,957.64 72,985.41 60,069.96 82,060.46
I:>) Purchases of traded goods 6,969.15 6,968.02 6,484.77 19,637.87 14,896.71 21,282.11
c) Changes in inventories offinished goods, work-in-progress and traded goods (354.52) (510.871 (50.65) (906.96) (635.26) (549.58)
d) Employee benefits expense 4,802.31 4,930.27 4,273 87 14,315.36 12,206.51 16,275.19
e) Finance costs
f) Depreciation and amortisation expense
338.00 333.49 219.96 946.50 661 .12 933.03
g) Other expenses 1,210.06
4.889.95
1,184.73
5.547.36
1,016.93
4.584.30
3,524.26
15,017.56
2,814.38
11.967.67
3,950.59
16,598.90
2 Total expenses 41 339.42 45,030.60 39,486.82 1,25,520.00 1,01 ,981.09 1,40,550.70
3 Profit before share of joint ventures, exceptional Items and tax (1-2) 3,870.24 4,439.45 3,554.91 11,752.43 8,007.66 11,523.02
4 Share of loss of joint ventures (12.21 } - (57 41) (57.41)
5 Profit before exceptional items and tax (3+4) 3,870.24 4,439.45 3,542.70 11,752.43 7,950.25 11,465.61
6 Exceptional Items - 175.05
7 Profit before tax (5-6) 3,870.24 4,439.45 3,542.70 11,752.43 7,950.25 11,290.56
Tax Expenses
Current tax 1,025.69 1,157.33 953.37 3,099.84 2,331 .54 3,117.11
Adjustment of tax relating to earlier years 18.70 6.86 0.38 13.66 0.38 (34.69)
Deferred tax charge/ (credit) 36.15 (105.771 48.83 (133.68) 140.82} 20.76
8 Total Tax Expenses 1,080.54 1,058.42 1,002.58 2,979.82 2,291.10 3103.18
9 Net Profit for the period/year (7-8) 2,789.70 3,381.03 2,540.12 8,772.61 5,659.15 8,187.38
Other Comprehensive Income/ (Loss) (net of tax)
Other Comprehensive Income/ (Loss) not to be reclassified to the statement of profit
and loss in subsequent year/period
Re-measurement Gain/ (Loss) on defined benefits plans 12 63 14,20 (17.49) 37.89 (52.65) 62.46
Income tax effect (3.18) (3.58) 4.42 (9.54) 13,22 (15.73)
Gain/ (Loss) on FVTOCI equity securities 345.71 1,852.99 (1,312.50) 4,221.00 (2,159.85) (3,638.68)
Income tax effect
Total Other Comprehensive Income/ (Loss) (net of tax)
- - 26.21
10 355.16 1,863.61 (1,325.57) 4,249.35 (2,199.28) (3,565.74)
11 Total Comprehensive Income for the period/year (net of tax) (9+10) 3,144.86 5,244.64 1,214.55 13,021.96 3,459.87 4,621 .64
12 Profit attributable to:
a) Owners of Lumax Auto Technologies Limited 2,334.50 2,907.09 2,15718 7.423.02 4,837.23 6,940.90
b) Non- controlling interests
Total (a+b)
455.20 473.94 382.94
2,540.12
1,349.59 821 ,92 1,246.48
2,789.70 3,381.03 8,TT2.61 5,659.15 8,187.38
13 Other Comprehensive Income/ (Loss) attributable to:
a) Owners of Lumax Auto Technologies Limited 353.83 1,862.27 (1,324.25) 4,245.34 (2,195.32) (3,575.58)
b) Non- controlling interests 1.33 1.34 (1 32) 4.01 (3.96} 9.84
Total (a+b) 355.16 1,863.61 (1,325.57) 4,249.35 (2,199.28) (3,565.74)
14 Total Comprehensive Income attributable to: (12+13)
a) Owners of Lumax Auto Technologies Limited 2,688.33 4,769.36 832.93 11,668.36 2,641 .91 3,365.32
b) Non- controlling interests 456.53 475.28 381 .62 1,353.60 817.96 1,256.32
Total (a+b) 3 144.86 5 244.64 1 214.55 13 021.96 3 459.87 4 621.64
15 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
16 Other equity 53,029.32
17 Earnings per share (face value of Rs. 2 each) (not annualised)
Basic & Diluted /in Rs.) 343 4.27 3.16 1089 7.10 1018
Ke~ Standalone Financial Information
1 Revenue from contracts with customers 31,663 65 34,903.47 33,094.12 96,029,94 85,323.32 1,15,703.46
2 Profit before exceptional items and tax for the period/year 2,447.83 2,781.45 2,425.61 7,509.14 5,879,92 7,924.54
3 Total Comprehensive Income for the period/year 2,162.62 4,029.04 450.40 10,037.06 2,239.21 2,254.84

Notes:

Place : Gurugram

  1. The above consolidated financial results of Lumax Auto Technologies Limited ("the Company") and its subsidiaries (together referred as "the Group") have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on February 13, 2023.

2. 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 \he results of the Group which have been prepared in accordance with Ind AS 11 O "Consolidated Financial Statements".

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

  2. The above financial results are available on \he Company's website www.lumaxworld.ln/lumaxaulolech and also on the websites of NSE (www.nseindia.com) and BSE (www.bse[ndla.coml.

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

~ Lf Chairman

DIN: 00085848

S.R. BATLIBOI & Co. LLP 2nd & 3rd Floor

Golf View Corporate Tower · B Sector - 42, Sector Road Chartered Accountants Gurugram - 122 002, Haryana, India Tel : +91124 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 ofLumax Auto Technologies Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") for the quarter ended December 31, 2022 and year to date from April 01, 2022 to December 31, 2022 (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 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 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.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMDl/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.

S.No. Name of the entity Nature
1. Lumax Auto Technologies Limited Holding
2. Lumax Mannoh Allied Technologies Limited Subsidiary
3. Lumax Integrated Ventures Private Limited Subsidiary
4. Lumax Comaglia Auto Technologies Private Limited Subsidiary
5 Lumax Management Services Private Limited Subsidiary
6. Lumax Mettalics Private Limited Subsidiary
7. Lumax FAE Technologies Private Limited Subsidiary
8. Lumax JOPP Allied Technologies Private Limited Subsidiarv
9. Lumax Yokowo Technologies Private Limited Subsidiary
10 Lumax Ituran Telematics Private Limited Subsidiary
11. Lumax Alps Alpine India Private Limited Subsidiarv
  1. The Statement includes the results of the following entities:

  2. 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 issue

S.R. BATUBOI & Co. LLP

Chartered Accountants

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 seven subsidiaries, whose unaudited interim financial results includes total revenues of Rs. 9,825.54 lakhs and Rs. 30,826.60 lakhs, total net profit after tax of Rs. 556.85 lakhs and Rs. 2,369.69 lakhs, and total comprehensive income of Rs. 565.13 lakhs and Rs. 2,394.53 lakhs for the quarter ended December 31, 2022 and 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 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 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 •v ~~trntion numb,., 30 l003E/E300005

per Amit Yadav Partner Membership No.: 501753

UDIN: 23501753BGXRUZ5171

Place: Gurgaon Date: February 13, 2023

Annexure-1

Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

S. No. Particulars Disclosure
Mr. Dhanesh Kumar Jain
(DIN: 00085848)
Mr. Anmol Jain
(DIN: 00004993)
1. Reason for change viz., appointment,
resignation, remo'lal, death or otherv,•ise
Re-appointment of Mr. Dhanesh Kumar
Jain
(DIN:
00085848)
Executive
as
Chairman -Whole Time Director (Key
Managerial Personnel) of the Company.
Re-appointment of Mr. Anmol Jain
(DIN: 00004993) as Managing Director
Personnel) of the
(Key Managerial
Company.
2. Date of appointment/ cessation (as
applicable)
May 28, 2023 May 28, 2023
3. Terms of Appointment Re-appointment as Executive Chairman
- Whole Time Director (Key Managerial
Personnel) of the Company for further
period of 3 (Three) Years w.e.f. May 28,
2023
subject
to
approval
of the
of
Shareholders
by
way
Special
Resolution.
Re-appointment as Managing Director
of the
Managerial
Personnel)
(Key
Company for further period of 3 (Three)
Years w.e.f. May 28, 2023 subject to
approval of the Shareholders by way of
Special Resolution.
4. Brief Profile Mr. Dhanesh Kumar Jain, aged 80 years,
is a MBA from Delhi University & has
successfully
completed
President
Management Program from Harvard
Business School.
He is among the pioneers of the Indian
Auto
Component
Industry.
His
enigmatic vision and management skills
has been the guiding light behind the
Group of companies.
Mr.
DK Jain
Dhanesh Kumar Jain having experience
of
more
than
57
years
in
the
automotive industry in management,
operations & administrative roles.
Mr. Anmol Jain, aged 43 years, is
Bachelors in Business Administration in
Finance & Supply Chain Management
(Double major) from Michigan State
University, U.S.A.
He worked as a management Trainee
with GHSP,
U.S.A.
& subsequently,
joined Lumax Group in 2000 & having
experience of more than 22 years.
5. Disclosure of relationship between
Directors
Mr. Dhanesh Kumar Jain is father of Mr.
Deepak Jain
and
Mr. Anmol Jain,
Directors of the Company.
Mr. Anmol Jain is Son of Mr. Dhanesh
Kumar Jain and Brother of Mr. Deepak
Jain, Directors of the Company.

S. No. Particulars Disclosure
Mr. Arun Kumar Malhotra
(DIN: 00132951)
Mr. Avinash Parkash Gandhi
(DIN: 00161107)
1. Reason for change viz., appointment,
res ignation, reffi o•1al, death or otherwise
Re-appointment of Mr. Arun Kumar
Malhotra (DIN : 00132951) as Non
Executive Independent Director of the
Company.
of
Mr.
Re-appointment
Avinash
Parkash Gandhi (DIN : 00161107) as
Non- Executive Independent Director
of the Company.
2. Date of appointment/ cessation (as
applicable)
July 28, 2023 November 12, 2023
3. Terms of Appointment Re-appointment
Non-
Executive
as
Independent Director of the Company
for the second term of 5 years w.e.f.
July 28, 2023, subject to approval of the
of
Shareholders
by
way
Special
Resolution.
Re-appointment
Non-
Executive
as
Independent Director of the Company
for the second term of 5 years w.e.f.
November
subject
to
12,
2023,
approval of the Shareholders by way of
Special Resolution.
4. Brief Profile Mr. Arun Kumar Malhotra, aged 64, is
B.E Mechanical &
MBA from
IIM,
Kolkata He is an Indian automotive
sector veteran. He worked as Managing
Director
with
Nissan
India
and
thereafter, as Senior Corporate Advisor
at Nissan India.
of
more
than
years
He
has
32
experience
with
organization
like
Escorts, Bajaj Auto Ltd, and Maruti
Suzuki India Ltd.
Mr. Avinash Parkash Gandhi, aged 84, is
B.E. (Mechanical). He has held top
leadership
positions
in
prestigious
organizations for over two decades out
of 43
of professional
years
work
experience.
also
worked
with
He
Hyundai Motors India Ltd (HMIL) as
President. He joined HMIL in 1998, a
second
largest
passenger
car
manufacturer in India. Before HMIL he
worked for 10 years in Escorts as a Chief
Executive of Corporate Research and
Development. He has also worked in
Telco for about 15 years holding various
Senior
positions
in
the
area
of
manufacturing operations.
5. Disclosure of relationship between
Directors
Mr. Arun Kumar Malhotra is not related
with any of the Directors and Key
Mr. Avinash Parkash Gandhi is not
related with any of the Directors and
Managerial Personnel of the Company. of the
Managerial
Personnel
Key
Company.

LUMAX AUTO TECHNOLOGIES LIMITED

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

INDEX

S.No. Contents Page Nos.
1. Introduction 3-3
2. Scope 3-3
3. Terms and Definition 3-3
4. Principles of Fair Disclosure 3-4
Annexure A 5-6

1. Introduction:

  • 1.1. The Securities and Exchange Board oflndia ("SEBI") notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Regulations") on January 15, 2015.
  • 1.2. Pursuant to Regulation 8( 1) of the Regulations, Lu max Auto Technologies Limited ("LA TL") is required to formulate a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Code").
  • l.3. The Board of Directors of Lumax Auto Technologies Limited ("LATL") has formulated the Fair Disclosure Code and has adopted in its meeting.

2. Scope

  • 2.1. LA TL endeavours to preserve the confidentiality of unpublished price sensitive information (UPSI) and to prevent its misuse. To achieve these objectives, and in compliance with the Regulations, LA TL has adopted this Fair Disclosure Code.
  • 2.2. This Code ensures timely and adequate disclosure of UPSI which would impact the price of its securities and to maintain uniformity, transparency and fairness in dealing with all its stakeholders.
  • 2.3. LATL is committed to timely and accurate disclosure based on applicable legal and regulatory requirements.

3. Terms and Definition:

Words and expressions used but not defined in this Code shall have the same meaning assigned to them in the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Securities and Exchange Board of India Act, 1992, the SecuritiesContracts (Regulation) Act, 1956, the Depositories Act, 1996, the Companies Act, 2013 and the rules and regulations made thereunder, as the case may be or in any amendment thereto.

4. Principles of Fair Disclosure:

To adhere to the principles as mentioned in Schedule A to the Regulations, LATL shall:

  • 4.1. Promptly disclose publicly any UPSI that would impact price discovery no sooner than credible and concrete information comes into being so that such information is generally available.
  • 4.2. (a) Uniformly and universally disseminate in a timely manner UPSI to avoid selective disclosure by communicating the same to the stock exchange(s) and disclosing the same on its website;

(b) Disclose press releases issued by it from time to time which are considered to be important for the general public besides putting the same on Company's website;

(c) Put on Company's website quarterly and annual financial results and all investor presentations pertaining to such financial results for reference of the general public.

  • 4.3. The Compliance Officer shall be the Chief Investor Relations Officer (CIRO) who shall deal with dissemination of information and disclosure of UPSI.
  • 4.4. Promptly disseminate UPSI that gets disclosed selectively, inadvertently or otherwise to make such information generally available.
  • 4.5. Provide appropriate and fair response to queries on news reports and requests for verification of market rumours by Regulatory Authorities such as Stock Exchanges, etc.

(Note: The Company shall not comment on every market rumour. If Stock Exchange requests, the Company shall submit its response to the market rumour).

  • 4.6. Ensure that information shared with analysts and research personnel is not UPSI.
  • 4.7. The Company shall perform the best practices to make transcript or records of proceedings of meetings with Analysts and other investor relation conferences on the Company's website to ensure official confirmation and documentation of disclosure made.
  • 4.8. Handle all price sensitive information on a need-to-know basi.s by creating suitable safeguards to avoid UPSI becoming available to any person who is not required to have access to such information. UPSI, may however be disclosed, to persons who need such information for furtherance of legitimate purposes, performance of duties or discharge of legal obligations in relation tothe Company. The "Policy for determination of "legitimate purposes" is as given in Annexure A.

The Fair Disclosure Code is subject to review by the Board of Directors as and when deemed necessary.

This code of practices and procedures for fair disclosure of Unpublished price sensitive information has been last amended/modified by the Bord of Directors in its meeting held February 13, 2023.

Annexure A

POLICY FOR DETERMINATION OF LEGITIMATE PURPOSES

[Under Regulation 8 of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015]

1. SCOPE AND PURPOSE

This Policy is formulated under Regulation 3 (2A) of Securities and Exchange Board oflndia (Prohibition of Insider Trading) Regulations 2015 ("Insider Trading Regulations") as a part of "Codes of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information", will be known as "Policy for Determination of Legitimate Purposes" (the "Policy").

2. OBJECTIVE

The objective of the policy is to regulate and monitor the communication of Unpublished Price Sensitive Information (UPSI) for legitimate purpose only and to ensure that such information is shared on "need to Know" basis only and not misused by the recipient thereof.

3. SHARING OF UPSI FOR LEGITIMATE PURPOSE

The UPSI shall be shared by any insider only in furtherance oflegitimate purpose(s) which shall include the following;

  • i) Sharing of UPSI in the ordinary course of business by any Insider, Designated Person, or by any Authorized person with existing or proposed partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants.
  • ii) Sharing ofUPSI where such communication is in furtherance of performance of duty (ies);
  • iii) Sharing of UPSI for discharge of legal obligation( s)
  • iv) Sharing of UPSI for any other genuine or reasonable purpose as may be determined by the MD/CEO/CFO/CIRO/Compliance Officer of the Company.
  • v) Sharing of UPSI for any other purpose as may be prescribed under the Securities Regulations or Company Law or any other law for the time being in force, in this behalf, as may be amended from time to time.

Provided that such sharing should not be carried out to evade or circumvent the prohibitions of PIT Regulations. However, other provisions / restrictions as prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 2015 or any other law for the time being in force in this behalf, as may be amended from time to time, shall be observed.

4. ISSUE OF NOTICE TO THE RECIPIENT OF UPSI

Any person in receipt of UPSI pursuant to a "legitimate purpose" shall be considered an "insider" for purposes of this Code/Insider Trading Regulations and due notice shall be given to such persons to maintain confidentiality of such UPSI in compliance with the Insider Trading Regulations.

5. DIGITAL DATABASE

The Compliance Officer shall be responsible to maintain a structured digital database of such persons or entities as the case may be with whom information is shared under this regulation, which shall contain the following information;

(i) Name of such recipient of UPSI;

(ii) Name of the Organization or entity to whom the recipient represent

(iii) E-mail ID of such recipient

(iv) Permanent Account Number (PAN) or any other identifier authorized by law, if PAN is

not available.

The Compliance Officer shall also be responsible to ensure that such databases shall be maintained with adequate internal controls and checks such as time stamping and audit trials to ensure non-tampering of such database.

6. AMENDMENT

The Board of Directors of the Company, subject to applicable laws & Regulations, may modify/ replace any provision(s) with a new provision(s) or the entire Policy with a new Policy.

If in any situation, the terms of this Policy differ from any laws, regulation etc. for the time being in force, the laws, regulation etc. shall take precedence over this Policy.

This Policy and any subsequent amendment(s) thereto, shall be promptly intimated to the Stock Exchanges, if required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or SEBI (Prohibition of Insider Trading) Regulations, 2015 and any amendment, re-amendment or re-enactment thereto.