Lumino Industries Ltd Directors Report

Considering the financial requirements towards the funding of the ongoing expansion plan, which we believe will enhance the shareholders value in the long term, no dividend is recommended by the Directors of your company for the year ended 31^st March, 2025.

¦ Your company achieved revenue from operations of H1917.96 crores in FY 2024-25 as against H1407.31 crores achieved in FY 2023-24 an increase of 36.29% on YoY basis.

¦ Your company achieved EBIDTA of H251.65 crores in FY 2024-25 as against H162.53 crores in the previous year.

¦ The Company has achieved profit before tax during the current financial year of H169.31 crores as against H116.08 crores in the previous year.

¦ Net profit after taxation is H125.12 crores as against H86.75 crore in the previous year.

¦ Earnings per share is H5.14 as against Rs3.56 in the previous year

¦ On a Consolidated basis, your company has achieved consolidated revenue from operation during the current financial year of H1917.96 crores in as against H1407.31 crore in the previous year.

¦ On a Consolidated basis, your company has achieved consolidated net profit after Consolidation of H124.59 crores as against Rs 86.73 crore in the previous year.

A full analysis and discussion on the Company as well business outlook is included in this Annual Report under the heading ‘Management Discussion and Analysis as Annexure to this Report as well as other sections of the Annual Report.

The Company, through its Book Running Lead Managers namely Motilal Oswal Investment Advisors Private Limited, JM Financial Limited and Monarch Networth Capital Limited has filed its Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI), National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 20^th January, 2025, in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 for the purpose of listing of its equity shares and Initial Public Offer (IPO) process.

As of March 20, 2025, both BSE and NSE granted their in-principle approvals, while the approval from SEBI is awaited. The copy of the DRHP is available on the website of the Company at https://luminoindustries.com/drhp- disclaimer/.

We are a product-driven integrated engineering, procurement and construction ("EPC") player in India, with strong focus on manufacturing ("Manufacturing") and supplying high-quality conductors, cables and wires and other specialised products and components to the growing power distribution and transmission industry in India. We also manufacture high-temperature low-sag ("HTLS") conductors used in distribution and transmission lines in India.

The Companys Manufacturing Division is centred around three core product categories: aluminium conductors, power cables, and electrical wires.

¦ Aluminium conductors are critical components in overhead transmission and distribution networks, playing a key role in ensuring efficient and reliable power transmission and distribution.

¦ Our power cables serve a wide range of applications, including substations, industrial systems, communication infrastructure, and electrical machinery.

¦ Electrical wires complement our portfolio, supporting residential, commercial, and industrial electrical systems.

We operate ISO-certified manufacturing facilities located in Howrah, West Bengal, with a combined annual aluminium consumption capacity of 40,000 metric tonnes. These facilities reflect our commitment to quality, scalability, and operational excellence in serving the growing needs of the power and infrastructure sectors.

During the year the Companys Manufacturing Division reported a robust growth of 36% . The Division achieved a Gross Turnover of T1,149.39 crores, up from T846.85 crores in FY24, and a Net Turnover of T575.27 crores, compared to T318.58 crores in FY24. During the year, the Division dispatched 86,697 Km of finished goods, as against 77,150 Km in FY24. Significant orders were secured from prominent clients including Adani Energy Solution Pvt. Ltd., Power Grid Corporation of India Ltd., KEC International Limited, and Bajel Projects Limited. Expanding its global footprint, the Division also exported materials worth ~ T10.26 crores to countries such as Rwanda, Ethiopia, and others. As of 31^st March 2025, the Division maintained a healthy order book of T651 crores, reflecting strong market demand and customer confidence.

As part of our strategic expansion plans, the company have acquired ~ 650,000 sq. ft. of land in Ranihati, Howrah, West Bengal where development is underway for a new ~ 250,000 sq. ft. manufacturing facility. This state-of-the-art plant will enable us to significantly broaden our product portfolio to include low and high voltage power cables, instrumentation cables, solar cables, railway signalling cables, flexible wires, overhead aluminium conductors, and High-Temperature Low-Sag (HTLS) conductors etc.

The expansion is aimed at enhancing the Companys overall production capacity and deepening integration across key manufacturing processes.

The Companys Engineering, Procurement and Construction (EPC) Division majorly caters to four key segments:

1. Power Distribution, Transmission

2. Extra High Voltage (EHV) Substations.

3. Railway Electrification.

4. Solar Power Projects.

5. Water Management.

The Company executes diverse portfolio of EPC projects across India for both Central and State Power Utilities, supported by deep domain expertise and a proven execution track record. The company has presence in various states, across India, including Assam, Jharkhand, Punjab, Rajasthan, West Bengal, Uttar Pradesh, Gujarat, Bihar, and Jammu & Kashmir.

As a part of our expansion, the Division has entered into global EPC market with an ongoing power distribution project in Rwanda, Africa—marking a significant milestone in our growth journey.

The EPC Division reported a growth of 23% in FY25, achieving a turnover of T1,342.69 crores, up from T1,088.73 crores in FY24. Exports reached an all-time high of ~ T75 crores, underscoring the Divisions growing international presence. During the year, the Division successfully commissioned several key projects, including HVDS Jalpaiguri project and 10 MW Floating Solar showcasing our execution capabilities across diverse sectors.

During the year the Division also secured significant orders from leading clients,Rajasthan Rajya Vidyut Prasaran Nigam Limited for the Transmission & Distribution (T&D) segment, Uttar Pradesh Jal Nigam for the Water Infrastructure segment, Rajasthan Rajya Vidyut Prasaran Nigam Limited for Substation projects, West Bengal State Electricity Distrribution Co. Ltd.for the Solar segment. As of 31^st March 2025, the Division maintained a healthy order book of ^1,785.00 crores, reflecting continued customer trust and strong demand across sectors

The Division has in-house design & engineering capabilities for electrical as well as structural and civil works, global supply chain management team and highly experienced project management team to deliver the Transmission and Distribution projects as per customers requirements.

Aided by a pool of highly experienced professionals who are constantly committed to delivering projects ahead of time, the Division has developed unmatched strength in surveying, designing and engineering of complex and large projects few of the large ongoing Power Distribution Projects under RDSS scheme are at U P, Assam,West Bengal, J & K, Jharkhand etc.. This a part the Company is also executing under ground cableling projects under UGVCL, Gujarat.

The Division has capabilities to design, manufacture, test, supply and erect transmission lines, AIS/GIS EHV SUBSTATION on turnkey basis up to 765 KV along with end-to-end solutions for underground LV, HV and EHV cabling works. The Division also executes turnkey EPC projects that involve High Voltage Electrical Switching and Distribution Substations. Some of the recent key projects commission are 400 kv GSS Udaipur, 220kv GSS at Andhi- Rajasthan, Sumerper, Deoghar etc 220kv & 132 kv TL at Jawali under RRVPNL.

The Division also has strong design and engineering skills, execution proficiency and extensive experience which has helped the division to provide optimised substation solutions for its clients. Pioneering techniques in innovation, quality and speed, have enabled successful execution of projects in harsh and remote environments and difficult topographies.

We provide end-to-end services in relation to railway electrification projects, including designing, engineering, procurement, testing, inspection, supply, installation and commissioning of 25 kV OHE (overhead equipment) systems. We have entered into a joint venture agreement dated July 23, 2021 with Shyam Indus Power Solutions Private Limited and Zetwerk

Manufacturing Businesses Private Limited for the design, supply, installation, testing and commissioning of railway electrification work for New Jalpaigudi sections of the Northeast Frontier Railways on EPC mode for Ircon International Limited (Government of India undertaking).

The Division is a comprehensive solutions provider specializing in the deployment of world-class technology to design, install, and commission benchmark solar projects. With a skilled and dedicated team, The Division ensures seamless execution from initial concept through to the commissioning of each solar plant.

Over the years, the Division has developed internationally accredited expertise in engineering and technology, procurement and project management, construction, commissioning, and asset management. This integrated approach ensures the delivery of high- quality, sustainable energy solutions.

Most recently, the Division successfully commissioned a prestigious and pioneering 10MW Floating Solar Project in Purulia, an exceptional milestone that underscores its commitment in innovative renewable energy deployment.

The division provide end-to-end EPC and a comprehensive operations and maintenance (O&M) services for Water Management. This division is committed to deliver optimal and sustainable solutions for water management, focusing on both water quantity and quality across all areas of use. Our approach combines advanced planning and design methodologies with the latest tools and technologies, ensuring precision and efficiency in every project. Our mission is to support government authorities and private entities dedicated to water supply, treatment, and conservation. We actively collaborate with key stakeholders such as PHED - West Bengal, MP Jal Nigam (MPJN), UP Jal Nigam (UPJN), KMDA, Uttarakhand Peyjal Nigam, and several private sector partners. Our services span a broad range of water-related infrastructure projects, such as Water Treatment Plants (WTP), Sewage Treatment Plants (STP), Effluent Treatment Plants (ETP), Water Distribution Systems, Non-Revenue Water (NRW) Management and many more

The Company has two Joint venture, namely, Lumino SMC

JV and Sips-Lumino- Zetwerk (JV EPC- 04) Pursuant to

the provisions of Section 129(3) of the Companies Act,

2013 read with Rule 5 of the Companies (Accounts) Rules,

2014, a statement in Form No. AOC-1, containing the salient features of financial statements of the Companys Associate (s) is appended as Annexure ‘D to this Report. The Company has also incorporated a Wholly Owned Subsidiary under the name and style of "Lumino Green Energy Private Limited" on 9^th May, 2025.

During the year under review, the Company has not transferred any amounts to the General reserve. The details of the amounts of reserves and surplus for the financial year 2024-25 are given in the Standalone Financial Statements of your Company for the financial year ended 31^st March, 2025.

During the year under review, the company experienced the following changes in its share capital.

i. Pursuant to the approval of the shareholders at the Extraordinary General Meeting held on 14^th November, 2024, the Company undertook a sub-division of its equity share capital, wherein each equity share having a face value of H10/- (Rupees Ten only) was subdivided into 2 (two) equity shares of face value H5/- (Rupees Five only) each. A corresponding sub-division of the Preference Share Capital was also carried out in compliance with the applicable provisions.

ii. The Authorised Equity Share Capital of the Company was duly increased from H543950000 (Rupees Fifty Four crore Thirty Nine Lakhs and Fifty Thousand only) to H1600000000 (Rupees One Hundred and Sixty Lakhs only) vide shareholders approval dated 25^th November, 2024, in compliance with the applicable provisions of the Companies Act, 2013.

ii. The Company issued 18,26,83,572 (Eighteen Crores Twenty Six Lakhs Eighty Three Thousand Five Hundred Seventy Two only) equity shares by way of a Bonus Issue in the ratio of 3:1 (i.e., three equity shares for every one equity share held) to the existing shareholders as on record date, pursuant to shareholders approval dated 25^th November, 2024, in compliance with Section 63 of the Companies Act, 2013 and other applicable laws.

The Issued, Subscribed, and Paid-up Share Capital of the Company, post these actions, stands at H1,21,78,90,480/- consisting of 24,35,78,096 equity shares of H5/- each.

All the equity Shares of your Company are held in Dematerialization form. The ISIN of the Equity Shares of your Company is INE185Q01025.

Your company is expanding its footprint beyond domestic boundaries, marking a significant step in our international growth strategy. As part of this initiative, we are entering key emerging markets in the African continent, with initial focus on Kenya and Rwanda. These markets offer promising opportunities aligned with our long-term vision, and this underscores our commitment to tapping into high- potential geographies, diversifying our revenue streams, and building a more resilient global presence.

During the year the Company has reported export turnover of Rs. 85.45 crore.

CRISIL has reaffirmed the long-term rating of CRISIL A Stable and short-term rating of CRISIL A1.

Your Company has not accepted any deposits from public during the year terms of Section 73 of the Companies Act, 2013.

During the financial year ended 31^st March, 2025, no amounts were required to be transferred to the Investor Education and Protection Fund by the Company

No material changes and commitments affecting the financial position of the Company occurred in the Financial Year to which these financial statements relate to or upto the date of this Report.

The Board has an optimum combination of Executive and Non-Executive Directors including Independent Director along with Key Managerial Personnels to have good governance and to carry out the Board Functions efficiently and effectively. The Board encompasses members that collectively brings in requisite skills, expertise and competencies that allow them to make effective contribution to the Board and its Committees as required in connection with the business, strategy and transparency ensuring good corporate governance.

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. All changes in the composition of the Board during the period under review were carried out in compliance with the provisions of the Companies Act, 2013.

Pursuant to Section 152 of Companies Act, 2013 and Articles of Association of the Company, Mr. Jay Goel, (Din No: 08190426) is liable to retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. The brief resume and other details as required under the secretarial standard-2 are provided in the Notice of the 20^th Annual General Meeting.

During the year under review, Mr. Amit Bajaj - Whole Time Director, resigned w.e.f. closure of business hours of December 9, 2024.

In accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any

statutory modification(s) or re-enactment(s) thereof for the time being in force below are the KMPs of the Company:

¦ Mr. Devendra Goel - Managing Director

¦ Mr. Jay Goel - Whole Time Director

¦ Mr. Ajay Kumar Luharuka -Chief Financial Officer

¦ Mr. Roshaan Davve - Company Secretary

The Company has received necessary declaration from each of the Independent Directors under section 149(7) of the Companies Act, 2013 to the effect that the respective Director meets the criteria of independence laid down under Section 149 (6) of the Companies Act, 2013. They have also complied with all the guidelines set in the provisions of the Companies Act 2013 and Rules thereto and also have held their separate meeting for evaluation purpose.

The Board of Directors of the Company duly meet 18 (Eighteen) times during the financial year 2024-25. The dates of such meetings are as follows:

The intervening gap between two consecutive board meetings was within the period prescribed under the Companies Act, 2013.

The Board of Directors had the following requisite Committees to focus on specific areas and take informed decisions in the best interests of the Company within authority delegated to each of the Committee:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Executive Committee

6. Corporate Social Responsibility Committee

7. IPO Committee

During the year, all recommendations made by the Committees were approved and accepted by the Board. The details of the Committees along with their composition and number of meetings held during the reporting period are provided hereinafter.

The Audit Committee consists of Mr. Hemant Sultania (Chairman) Independent, Non-Executive Director; Mrs. Shalu Laxmanraj Bhandari, (Member) Independent, Non-Executive Director and Mr. Devendra Goel, (Member) Managing Director. All members of the Committee are financially literate. The Company Secretary of the Company acts as Secretary of the Committee. All the recommendations made by the Audit Committee during the year were accepted by the Board.

The Committee has meet 9 (Nine) times during the year on 12.04.2024, 23.05.2024, 13.07.2024, 13.08.2024, 24.10.2024, 09.12.2024, 11.01.2025, 18.01.2025 and

27.03.2025 detailed as under:

*Resigned w.e.f 20.12.2024, "Resigned w.e.f 19.12.2024

***Appointed as a member of Committee 20.12.2024

Further it has periodically discussed reports pertaining to Statutory Audit, Internal Audit, financial statements emphasizing compliance with all the statutory norms and also sit has diligently performed all the statutory duties while exercising the powers given under the provisions of the prevailing Act.

The Nomination & Remuneration Committee presently comprises of three Non-Executive Directors viz. Mr. Hemant Sultania (Chairperson)-Independent Director, Mr. Purushottam Dass Goel (Member) - NonExecutive Director and Mr. Amitabh Mathur (Member) Independent Director.

The Committee has meet 3 (three) times during the year on 23.05.2024, 23.11.2024 and 19.12.2024. The Company Secretary of the Company acts as Secretary of the Committee detailed as under:

*Resigned w.e.f 20.12.2024, "Resigned w.e.f 19.12.2024 *** Appointed as a member of Committee w.e.f. 20.12.2024

Policy on Nomination and Remuneration for the Board and Senior Officials is available on the website of the Company at https://luminoindustries.com/policies/ .

The Company has duly constituted a Stakeholders Relationship Committee during the year and the Powers, Roles, and Terms of reference of the Stakeholders Relationship Committee is in accordance with the provision of Section 178 of The Companies Act, 2013 .

The detailed Composition of members of the Stakeholders Relationship Committee at present as given below:

¦ Mr. Purushottam Dass Goel, Non-Executive Director - Chairperson;

¦ Mr. Devendra Goel, Managing Director - Member and

¦ Mr. Hemant Sultania, Independent Director - Member

The Committee met once during the year under review on

27.03.2025 as detailed below:

Appointed as a member of Committee 20.12.2024

The Company has duly constituted a Risk Management Committee during the year and the Powers, Roles, and Terms of reference of the Risk Management Committee is in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The detailed Composition of members of the Risk Management Committee at present is given below:

¦ Mr. Devendra Goel, Managing Director - Chairperson;

¦ Mr. Jay Goel, Whole-Time Director - Member and

¦ Mr. Hemant Sultania, Independent Director - Member The Committee met once during the year under review on 27.03.2025 as detailed below:

Appointed as a member of Committee 20.12.2024

During the year the Board of Directors constituted a specialized body known as the "Executive Committee," entrusted with the responsibility of managing regular business functions and facilitating the Companys strategic objectives. This committee has been empowered to oversee the approval and execution of tenders and contract related documentations, to avail the banking facilities and its operations authority and other business matters of routine nature and regular legal matters. The detailed Composition of members of Executive Committee, is given below:

Composition of the Committee:

1. Mr. Devendra Goel, Managing Director (Chairperson);

2. Mr. Purushottam Dass Goel, Non - Executive Director (Member) and

3. Mr. Jay Goel, Whole-Time Director (Member)

The Committee meet 6 (six) times during the year under review on 19.12.2024, 16.01.2025, 30.01.2025, 11.02.2025, 21.02.2025 and 17.03.2025 as detailed below:

Appointed as a member of Committee on 19.12.2024

The Company has constituted a Corporate Social Responsibility Committee and has framed a Corporate Social Responsibility Policy and identified Healthcare of underprivileged, Education and Rural Development. Animal Welfare, Training to promote rural sports including Olympic Promoting Eradicating Hunger free food distribution, some of the key areas. The Company will continue to support social projects that are consistent with the policy.

The Committee presently comprises of Mr. Devendra Goel (Chairman), Mr. Jay Goel, Whole time Director and Mr. Hemant Sultania, Independent Director as Members. The Company Secretary of the Company acts as Secretary of the Committee. The Committee met once during the year under review on 23.05.2024 as detailed below:

‘Resigned w.e.f 20.12.2024, "Resigned w.e.f 19.12.2024 *** Appointed as a member of Committee on 20.12.2024

During the year the Board of Directors constituted an IPO Committee to facilitate the successful execution of the Initial Public Offer (IPO) of the Companys equity shares. The Committee has been entrusted with the responsibility of ensuring strict compliance with all legal, statutory, and

procedural requirements, while overseeing and managing all activities essential to the Offer. The detailed Composition of members of IPO Committee, is given below:

Composition of the Committee

1. Mr. Purushottam Dass Goel, Chairperson;

2. Mr. Devendra Goel, Member; and

3. Mr. Hemant Sultania, Member

The Committee meet once during the year under review on

20.01.2025 as detailed below:

Appointed as a member of Committee 20.12.2024

In accordance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013, the CSR Policy has been framed and posted on the website of the Company, https://luminoindustries.com/policies/.

The Annual Report on CSR activities is annexed as ‘Annexure ‘A and forms integral part of this report.

The Nomination and Remuneration Committee of the Company has framed a suitable policy on Directors appointment which identifies the qualifications, positive attributes and independence of the Directors. The Committee has also recommended to the Board a Policy on remuneration for the Directors, Key Managerial Personnel and other employees.

The remuneration policy has been formulated in terms of provision of the Companies Act, and SEBI(LODR) from time to time, , have been report and posted on the website of the Company, https://luminoindustries.com/policies/.

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. Singhi & Co., Chartered Accountants, (Registration No. 302049E) has been appointed as Joint Statutory Auditor of the Company, for a continuous period of 5 (Five) years from the conclusion of 19^th Annual General Meeting held on 30.09.2024 till the conclusion of the Annual General Meeting of the Company

to be held in the year 2029 along with the existing Statutory Auditor M/s. SDP & Associates, Chartered Accountants (Registration No. 322176E).

The Joint Statutory Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2025. The notes on financial statements referred to in the Joint Statutory Auditors Report are self-explanatory and do not call for any further comments.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Hansraj Jaria, a practicing Company Secretary, (PCS Registration/ CP No. 19394) as the Secretarial Auditor for FY 2024-25 at the Board meeting held on 27^th March, 2025. This appointment followed the resignation of the existing Secretarial Auditor, M/s Payal Goenka & Co., Company Secretary (PCS Registration/ CP No. 10657). The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors of the Company for the year 2024-25. Furthermore, Board upon the recommendation of Audit Committee and the Board at its meeting held on 15^th May, 2025 proposed appointment of Mr. Hansraj Jaria, Practicing Company Secretary (COP No. 19394), as Secretarial Auditors, for a term of 5 years from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held in the year 2030, subject to the approval of members in the ensuing Annual General Meeting.

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit was carried out by Mr. Hansraj Jaria, Practicing Company Secretary (CP No. 19394) for the financial year 2024- 25. The Secretarial Audit Report is annexed as ‘Annexure ‘B and forms an integral part of this Report.

This Report does not contain any qualification, reservation or adverse remarks or disclaimer statement.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is required to make and maintain

cost records in respect of its manufacturing activities and get them audited by a qualified Cost Accountant.

The Board of Directors have, on the recommendation of the Audit Committee, appointed, M/s B. Ray & Associates, Cost Accountants (ICWAI Registration no. 000155), as Cost Auditors of the Company, to carry out cost audit of the products manufactured by the Company for the year 2025-26. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder. They have also confirmed that they are not disqualified to be appointed as Cost Auditors of the Company for the year 2025-26. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors are required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s B. Ray & Associates, Cost Auditors forms part of the AGM Notice.

Pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Ernst & Young LLP as Internal Auditor of the Company for the financial year 2024-25. This appointment followed the resignation of existing Internal Auditor Mr. Amit Kumar Baheti an independent Chartered Accountants.

The Internal Auditor reports to management and also.

The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Companys business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c ) of the Companies Act, 2013 in the preparation of the

annual accounts for the year ended on 31^st March 2025 and confirm as under -

a) In the preparation of the annual accounts for the year ended on March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date.

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) they had prepared the annual accounts on a going concern basis;

e) they, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Pursuant to the provisions of Sections 92(3) and 134(3) (a) of the Companies Act, 2013 and Rules thereto, the Annual Return in Form MGT-7 is available on the website of Company i.e. https://luminoindustries.com/annual- returns/.

The Company maintains an adequate and effective Internal Financial Control System commensurate with the size, scale and nature of its operations. These are designed for safeguarding of its assets, prevention and detection of frauds and errors. These internal control systems provide, among other things, a reasonable assurance that transactions are executed with management authorization and that they are recorded in all material respects to permit timely preparation of financial statements etc.

The Company has laid down Internal Financial Control System such that Internal Financial Control are adequate and operating effectively The Internal Auditors of the Company as a part of their audit process periodically carry out a system & process audit to ensure timely redressal of preventive controls. The findings of the Internal Audit and consequent corrective actions initiated and implemented from time to time are placed before the Audit Committee for its review. The Audit Committee monitors the adequacy of the Internal Control System and the summary of the audit findings.

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. No complaints were received during the financial year 2024-25. The Vigil Mechanism/ Whistle Blower Policy has also been uploaded on the website of the Company at https://luminoindustries. com/policies/.

We attach great value to the Companys employees and workers who constitute its most important productive asset. We believe that the safety and health of its personnel are of paramount concern. The Company strives to prevent all possible accidents, incidents, injuries and occupational illnesses during the working hours. We seek to meet leading health, safety and wellness standards to enhance our business performance while optimizing employee health. Your Company has maintained ISO 9001:2015 certification for Quality Management System; ISO 14001:2015 for Environmental Management System and OHSAS 45001:2018 certification for Occupational Health & Safety Management System during the year under review.

The Board of Directors has formulated and implemented a risk management policy for the Company. The Board has been addressing various risks impacting the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

The information pertaining to conservation of energy, technology absorption, Foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure ‘D and is attached to this report.

All Related Party Transactions during the year under review were at arms length and in the ordinary course of business. These transactions were reviewed and approved by the Audit Committee and/or the Board of Directors, as applicable for repetitive transactions, omnibus approval of the Audit Committee obtained. A statement containing the nature, value, and terms and conditions of such transactions was placed before the Audit Committee for its review

During the year, the Company has proposed to enhance the limit of transactions with P S Enterprise (PSE), a related party, aggregating to T240 crore by obtaining the necessary approval of the shareholders at the Extra-Ordinary General Meeting to be held on 16.05.2025.

Details of the aforementioned transactions are annexed in Form AOC-2 to the Boards Report as Annexure E. Additionally, disclosures of transactions with Related Parties, as required under Ind AS 24, have been provided in the accompanying financial statements

The details of transactions undertaken by the Company during the financial year which were covered under the provisions of Section 186 of the Companies Act 2013 and Rules thereto have been disclosed in the Notes to the Financial Statements.

There has been no change in the nature of business of the Company. Your Company continues to be one of the leading manufacturers of Cables and Conductors and EPC Contractors in the Country.

The present bankers under consortium banking of the Company are Canara Bank (Lead Banker), Bank of Baroda, Union Bank of India, EXIM Bank, Yes Bank Ltd., Punjab and Sind Bank, HDFC Bank Ltd., IDFC First Bank Ltd. State Bank of India, Punjab National Bank, Indian Bank, RBL Bank Ltd., ICICI Bank Ltd & IndusInd Bank are the outside of consortium banker who are providing credit facilities to the Company. The Directors express their appreciation for the assistance and co-operation provided by them.

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the going concern status and Companys operations in future.

None of the Managerial Personnel of the Company are drawing remuneration in excess of the limits set out in Companies Act, 2013 the rules framed thereunder.

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above policy. and No compliant has been received till date. The company has duly constituted the Internal Complaint Committee.

During the year under review, in this regard:

In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, read with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rule 2013, the report for the year ended on March 31,2025.

The Company is committed to provide a safe and conducive work environment to its employees.

Pursuant to the provisions of Section 134(3) (ca) of the Companies (Amendment) Act, 2015, no material fraud has

been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

Your Company has complied with the applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, there has been no One Time Settlement of Loans taken from Banks and Financial Institutions.

We express our sincere appreciation of the support and cooperation extended by our Bankers, stakeholders, business associates, Central and State Governments and district level authorities and look forward to their continued support in future. We are pleased to record our appreciation of the efforts by each and every employee and workman of the Company at all levels for achieving satisfactory results.