Your Directors are pleased to present the 21^st (Twenty-First) Annual Report on the business and operations of the Company together with the Audited Financial Statement of the Company for the financial year ended 31^st March, 2026.

Financial Highlights

The Company’s financial performance for the year ended 31^st March, 2026 is highlighted below:

(H in Lakh)

Dividend

Considering the financial requirements towards the funding of the ongoing expansion plan, which we believe will enhance the shareholder’s value in the long term, no dividend is recommended by the Directors of your company for the year ended 31^st March, 2026.

Update on Initial Public Offer

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 20th January, 2025, in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, for the proposed Initial Public Offer (IPO) and listing of its equity shares.

The Company received in-principle approvals from both BSE and NSE on 20th March, 2025. Subsequently, the observation letter from SEBI for the IPO was also received on 9^th June, 2025.

The Company has successfully concluded the first phase of its investor roadshows, during which initial interactions were held with a broad set of prospective investors. Following encouraging feedback and sustained interest, the Company has maintained active engagement with selected investors.

Further, SEBI, vide its circular dated April 7, 2026, granted a one-time relaxation regarding the validity of observation letters, considering prevailing market conditions due to ongoing geopolitical tensions and subdued investor participation. Accordingly, the validity of the Company’s observation letter stands extended upto September 2026.

The Company is actively evaluating various strategic options and opportunities to facilitate the successful completion of its Initial Public Offering and the subsequent listing of its equity shares within the extended timeline.

The copy of the DRHP is available on the website of the Company at https://luminoindustries.com/drhp-disclaimer/.

Performance Overview Standalone:

♦ Your company achieved revenue from operations of H2,041.07 crores in FY 2025-26 as against H1,917.97 crores achieved in FY 2024-25 an increase of 6.42% on YoY basis.

♦ Your company achieved EBIDTA of H287.20 crores in FY 2025-26 as against H251.65 crores in the previous year.

♦ The Company has achieved profit before tax during the current financial year of H204.79 crores as against H169.31 crores in the previous year.

♦ Net profit after taxation is H159.98 crores as against

H125 13 crores in the previous year

♦ Earnings per share is H6.57 as against H5.14 in the previous year.

Consolidated:

♦ On a Consolidated basis, your company has achieved consolidated revenue from operation during the current financial year of H2,041.07 crores in as against H1,917.97 crores in the previous year.

♦ On a Consolidated basis, your company has achieved consolidated net profit after tax of H160.00 crores as against H124.59 crores in the previous year.

♦ On a Consolidated basis, Earnings per share is H6.57 as against H5.11 in the previous year.

Management Discussion and Analysis

A detailed analysis and discussion on the performance of the Company as well as its business outlook, is provided under the heading ‘Management Discussion and Analysis’ which forms an integral part of this Annual Report.

State of the Company’s Affair (Company Overview)

Our Company is a product-driven integrated engineering, procurement and construction (“EPC”) player in India, with strong focus on manufacturing (“Manufacturing”). Headquartered in Kolkata, our Company is equipped with a manufacturing facility in Howrah, India, leveraging the experience of over three decades of expertise in serving the power and energy sector.

Our mission is to power lives, connect people, and enable growth. As a leading manufacturer of a wide range of products, including cables, conductors and wires. We, as Engineering, Procurement, and Construction (EPC) business, deliver projects in key infrastructure sectors such as distribution & transmission, railway electrification, reconductoring with High-Temperature Low-Sag (HTLS) Conductors, solar power projects and Extra High Voltage (EHV) substation.

As of 31^st March 2026, the Company maintained a consolidated order book of H3,150 crores, reflecting strong market demand and customer confidence.

Manufacturing Division:

The Company’s manufacturing segment is focused on three core product categories-aluminium conductors, power cables, and electrical wires. These product lines cater to a wide spectrum of applications across power transmission, distribution, and end-user consumption, enabling the Company to serve utilities, infrastructure projects, and retail markets effectively.

♦ Aluminium conductors are crucial in efficiently transmitting electrical energy over long distances to power substations, primarily through overhead power lines.

♦ Our power cables are primarily used for transmitting and distributing high voltage electrical power and have several industrial and commercial applications. We manufacture a range of power cables such as low voltage power cables, aerial bundled cables, railway signalling cables, concentric cables.

♦ Electrical wires complement our portfolio, currently comprise thermoset insulated wire, earth wires and house wires.

The manufacturing facilities are accredited with ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 (Environmental Management Systems) certifications. With a clear focus on growth, our Company has established its facilities equipped with advanced manufacturing and testing infrastructure to ensure the standards of quality and safety. The manufacturing facilities are capable of producing a wide range of conductors and cables, with an installed capacity corresponding to 40,000 MT of aluminium consumption per annum. Designed with scalability in mind, the facility offers significant potential for future capacity expansion in line with business growth objectives.

During the year, the Company’s manufacturing facilities reported a robust growth of 14.24%. The Division achieved a Turnover of H1,423.45 crores, up from H1,246.00 crores in FY25. During the year, the Division dispatched 91,041 Km of finished goods, as against 86,697 Km in FY25. Significant orders were secured from prominent clients operating in power transmission and infrastructure sector, including peer companies.

The management is pleased to inform you that your Company has received the Underwriter’s Laboratories (Global Safety Certification) Standards Certification (“UL Certification”), demonstrating its ability to comply with the stringent safety and regulatory standards required by our clients based in the U.S. and Europe, thereby significantly expanding our market opportunities in both the U.S. and European markets. UL certification is widely recognized as a mark of safety, quality, and compliance with industry standards, particularly in the U.S. and Europe, where regulatory requirements for product safety and performance are stringent.

During the year, our Company has successfully executed its first export shipment of cables to the United States of America, marking a milestone in its international expansion strategy. This development establishes a foothold in a key global market and is expected to support the diversification of the Company’s revenue base going forward.

Your Company has intensified efforts to take up new product lines by joining hands with international leaders in the respective fields. There is good business potential for HTLS Conductors. Your Company is among the select few players in India qualified to manufacture HTLS conductors, positioning it advantageously in a niche and high-growth segment. Given the increasing focus on grid upgradation and capacity enhancement, management anticipates a substantial demand for HTLS conductors over the next 2-3 years. The Company is well placed to capitalize on this opportunity, leveraging its technical capabilities and market positioning.

As part of its strategic expansion initiatives, the Company has acquired approximately 650,000 sq. ft. of land at Ranihati, Howrah, West Bengal, where development of a new manufacturing facility of ~250,000 sq. ft. is currently underway. This plant is proposed to significantly enhance the Company’s product portfolio, with an initial focus on manufacturing High Voltage (HV) Power Cables up to 66 kV in Phase I, and up to 132 kV in Phase II. The facility is being developed with a total installed capacity of approximately 35,000 MT, to be commissioned in a phased manner over a period of 2-3 years. The key products to be manufactured at the facility include MV Cables, MVCC, Power Cable, Control Cable, AB Cables, Instrumentation cables, solar cables, railway signalling cables, flexible wires, and aluminium wires. The production of aluminium wires is expected to commence from Q2 of FY2027, followed by the production of HT cables from Q2 of FY2027. Revenue contribution from the new facility is anticipated to scale up progressively, with initial contributions expected from Q2 FY2027 onwards.

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

EPC Division:

The Company’s Engineering, Procurement and Construction (EPC) Division executes diverse projects across India for both Central and State Power Utilities, supported by deep domain expertise and a proven execution track record. The company’s presence in various states, including Assam, Jharkhand, Punjab, Rajasthan, West Bengal, Uttar Pradesh, Gujarat, Bihar, Kerala and Jammu & Kashmir.

The EPC Division majorly caters to following key segments:

1. Power Distribution Segment

2. Extra High Voltage (EHV) Substations

3. Solar Segment

4. Water Segment

This Divisions has extensive experience in this domain has enabled the development of robust systems for efficient planning, monitoring, and project execution, further strengthened by high-quality in-house manufacturing of specialized products. This integration ensures cost-efficiency, quality control, and timely delivery across all our EPC initiatives.

The Division reported a turnover of H617.62 crores in FY26, against H671.96 crores in FY25.

During the year, the Division has successfully commissioned several key projects, including RDSS projects in UP, Assam as well as West Bengal 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 Distribution Co. Ltd. for the Solar segment.

(a) Power Distribution Segment:

The Company’s power Distribution segment continues to be a key driver of growth, demonstrating strong execution capabilities across complex and geographically diverse projects. During the year, the Company has successfully undertaken and progressed several large-scale power distribution projects under the Revamped Distribution Sector Scheme (RDSS) across states including Uttar Pradesh, Assam, West Bengal, Jammu & Kashmir, Jharkhand, Bihar and Rajasthan. As of March 2026 the company has completed 55 power distribution projects, covering approximately 80,000 ckm of distribution lines in India and globally.

The Company remains committed to strengthening the nation’s power distribution infrastructure by delivering reliable, efficient and technologically advanced solutions. Its proven expertise in executing projects

under challenging conditions reinforces its position as a trusted partner to utilities and government authorities.

In addition, the Company is actively executing underground cabling projects for UGVCL in Gujarat, further expanding its footprint in urban power distribution and contributing towards modernization and reduction of technical losses in the network.

The Division is supported by in-house design and engineering capabilities encompassing electrical, structural and civil disciplines. Backed by a well-integrated global supply chain management system and a highly experienced project management team, the Company ensures timely execution, cost efficiency and adherence to the highest standards of quality and safety.

With a strong order book and continued focus on operational excellence, the Company is well-positioned to capitalize on emerging opportunities in the power distribution sector and contribute meaningfully to India’s energy transition and infrastructure development.

(b) Extra High Voltage (EHV) Substations:

During the year, the Company has strategically diversified its focus to EHV Substation Projects. The Company 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 executes turnkey projects that involve High Voltage Electrical Switching and Distribution Substations. The Company has further secured several key orders across multiple states, including Assam, Jharkhand, Kerala, Haryana and Rajasthan, the execution of which are currently underway. These orders reinforce the Company’s strong market presence and execution capabilities in the power distribution segment.

The Company expects this segment to witness substantial growth in the coming years, supported by a robust order book, increased focus on strengthening distribution infrastructure, and continued participation in government-led initiatives.

(c) Solar Segment:

Your Company provides a comprehensive service for undertaking solar power projects, including design, engineering, procurement, testing, inspection, supply, installation, and commissioning of solar power plants, coupled with comprehensive operation and maintenance commitments. As of March 2026, the company has installed and have also commissioned multiple kilowatt solar projects aggregating 41.03 MW, in the state of West Bengal, India.

(d) Water Segment:

The water division of LIL provides end-to-end Engineering, Procurement, and Construction (EPC) solutions, along with comprehensive Operations and Maintenance (O&M) services for water management projects. The division is committed to delivering optimal, sustainable, and efficient solutions that address both water quantity and quality across diverse applications.

Our approach integrates advanced planning and design methodologies with the latest tools and technologies, ensuring precision, reliability, and efficiency in project execution. We actively collaborate with key stakeholders, including PHED - West Bengal, MP Jal Nigam (MPJN), UP Jal Nigam (UPJN), KMDA, Uttarakhand Peyjal Nigam, as well as various private sector partners.

Our service portfolio covers a wide range of water infrastructure projects, including:

Water Treatment Plants (WTP)

Sewage Treatment Plants (STP)

Effluent Treatment Plants (ETP)

Water Distribution Systems

Non-Revenue Water (NRW) Management

And other allied water management solutions

The Division specializes in executing turnkey projects across multiple states, including West Bengal and Uttar Pradesh, ensuring seamless delivery from concept to commissioning.

In addition to project execution, the Company undertakes long-term O&M services for water distribution systems. It currently manages several O&M contracts in Uttar Pradesh and West Bengal, with tenures ranging from 10 to 15 years. The Management is pleased to report that the Company has consistently and successfully fulfilled its obligations under these contracts, demonstrating its reliability and operational excellence.

Export

Your company is expanding its footprint beyond domestic boundaries, marking a significant step in our international growth strategy. During the year, the Company has successfully executed its first export shipment of cables to the United States of America, marking a significant milestone in its international expansion strategy. This achievement establishes a foothold in a key global market and is expected to meaningfully support the diversification of the Company’s revenue base going forward.

Further, during the year, your Company successfully completed its first international EPC project in Rwanda.

This achievement has provided valuable global exposure and strengthened the Company’s capabilities to pursue and execute EPC opportunities across international markets. The successful completion of this project marks a significant milestone in the Company’s growth j ourney, reflecting its execution excellence, technical expertise, and unwavering commitment to quality standards.

Subsidiaries, Joint Venture & Associates

During the year under review, the Company has incorporated a Wholly Owned Subsidiary under the name “M/s Lumino Green Energy Private Limited” on 09th May, 2025 and subsequently incorporated three step-down Subsidiaries under the name M/s RJ Green Energy Private Limited, M/s Lumino Solar Energy Private Limited and M/s Lumino Renewable Private Limited on 26th August, 2025, 25th September, 2025 and 29th September, 2025 respectively.

Further, the Company has acquired the entire shareholding of M/s RJ Green Energy Private Limited on 28th March, 2026, thereby making it a Whole-time Subsidiary of the Company.

As on 31st March, 2026, the Company has 2 (two) wholly-owned subsidiaries and 2(two) step- down subsidiaries under the name as follows:

i. M/s Lumino Green Energy Private Limited (Wholly-owned Subsidiary),

ii. M/s RJ Green Energy Private Limited (Wholly-owned Subsidiary),

iii. M/s Lumino Solar Energy Private Limited (Step-Down Subsidiary),

iv. M/s Lumino Renewable Private Limited (Step-Down Subsidiary)

Further, Companies also has 4(four) Joint Ventures as on 31^st March, 2026 under the name as follows:

i. Lumino SMC JV (49% of Capital Contribution & 90% of Share of Profit/Loss)

ii. LIL-PCSCPL-JV (98 % of both Capital Contribution & Share of Profit/Loss)

iii. LIL-ASPL-JV (98 % of both Capital Contribution & Share of Profit/Loss)

iv. Sips-Lumino- Zetwerk (JV EPC- 04)*

*Note: Sips-Lumino-Zetwerk (JV EPC-04) (Share-27%): A per terms and conditions of the agreement, the Company will not claim any profit and shall not be liable to make good of any loss, suffered by the Joint Venture.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the financial statements of the Subsidiary Companies and Joint Ventures, in Form AOC-1, forms integral part of this Annual Report.

Transfer to Reserve

During the year under review, the Company has not transferred any amounts to the General reserve account.

Share Capital

During the year under review, the company has increased the Authorized Share Capital of the Company from H1,60,00,00,000/- (Rupees One Hundred and Sixty Crores only) to H1,87,00,00,000/- (Rupees One Hundred and Eighty-Seven Crores only) divided into 35,00,00,000 (Thirty-Five Crores only) equity shares of H5/- each and 2,40,00,000 (Two Crores and Forty Lakhs) preference shares of H5/- each vide shareholders’ approval dated 8th August, 2025, in compliance with the applicable provisions of the Companies Act, 2013.

The Issued, Subscribed, and Paid-up Share Capital of the Company remains unchanged and continues to stand at H1,21,78,90,480/-, comprising 24,35,78,096 equity shares of H5/- each, with no change during the year under review.

Dematerialization of Shares

All the Equity Shares of your Company are held in Dematerialization mode as on 31st March 2026. The ISIN of the Equity Shares of your Company is INE185Q01025.

The Register of Members and share transfer records are maintained by the Company’s Registrar and Share Transfer Agent, M/s Bigshare Services Private Limited, having its registered office at S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai - 400093.

Business Responsibility and Sustainability Report

Your Company, as a measure of good governance and commitment towards sustainable business practices, has voluntarily adopted the Business Responsibility and Sustainability Report (BRSR) framework. BRSR has been adopted to enhance transparency and provide stakeholders with a comprehensive view of the Company’s performance on environmental, social, and governance (ESG) parameters. The framework enables the Company to systematically disclose its initiatives, policies, and performance in areas such as environmental stewardship, social responsibility, employee well-being, and ethical governance.

The “Business Responsibility and Sustainability Report” of the Company for the financial year ended 31st March, 2026 forms an integral part of this Annual Report.

Credit Rating

CRISIL Limited has reaffirmed the Company’s long-term credit rating at CRISIL A/ Stable and short-term rating at ‘CRISIL A1.

Deposits

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

Transfer of unclaimed dividend to Investor Education and Protection Fund

Since the Company has not declared or paid any dividend since its incorporation, there were no amounts due for transfer to the Investor Education and Protection Fund during the year ended 31st March, 2026.

Material changes and commitment if any affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate to and the date of the Report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2025-26 and date of this Report.

Directors & Key Managerial Personnel

The Board of Directors of the Company is duly constituted with an appropriate balance of Executive, Non-Executive and Independent Directors. The composition of the Board during the year ended 31st March, 2026 is as follows:

During the period under review, and as of the date of this report, there has been no change in the composition of the Board of Directors of the Company.

The shareholders of the Company, at the Extra-Ordinary General Meeting held on 1^st April, 2026, approved the payment of remuneration by way of Commission to the Non-Executive Directors, including Independent Directors, within an overall maximum limit of 0.50% of the net profits of the Company for each financial year, computed in accordance with the provisions of Section 198 of the Companies Act, 2013. The aforesaid commission shall be distributed amongst the Non-Executive Directors in such manner as may be determined by the Board of Directors from time to time, within the overall ceiling approved by the shareholders.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Purushottam Dass Goel (DIN: 00673269), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review, Mr. Hemant Bhuwania was appointed as the Group Chief Financial Officer of the Company with effect from 3^rd April 2025. Thereafter, with effect from 14^th July 2025, Mr. Hemant Bhuwania and Mr. Ajay Kumar Luharuka were re-designated as the Chief Financial Officer and Joint Chief Financial Officer of the Company, respectively.

Mr. Roshaan Davve, Company Secretary & Compliance Officer, resigned with effect from closure of business hours on 31^st December, 2025. Subsequently, Mr. Vivek Jain was appointed as the Company Secretary and Compliance Officer of the Company with effect from 1^st January, 2026.

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, the following are the designated Key Managerial Personnel (KMP) of the Company as on 31^st March, 2026:

♦ Mr. Devendra Goel - Managing Director

♦ Mr. Jay Goel - Whole Time Director

♦ Mr. Hemant Bhuwania - Chief Financial Officer

♦ Mr. Ajay Kumar Luharuka - Jt. Chief Financial Officer

♦ Mr. Vivek Jain- Company Secretary & Compliance Officer

Declaration by Independent Director

The Company has received necessary declarations from 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 on 28^th March, 2026 for evaluation purpose.

They have also registered themselves in the databank with the Institute of Corporate Affairs of India as an Independent Director as per Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board of Directors of the Company has reviewed the disclosures of independence submitted by the Independent Directors and is of the opinion that the Independent Directors fulfil the conditions specified in the Act and are independent of the management. In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth.

The Independent Directors have also complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

Secretarial Standards

The Institute of Company Secretaries of India has issued Secretarial Standard and all the Secretarial Standards have been approved by the Central Government under section 118(10) of the Companies Act, 2013. Pursuant to the provisions of Section 118(10) of the Companies Act, 2013, it is mandatory for the company to observe the secretarial standards with respect to Board Meeting and General Meeting.

The Company has adopted and complied with the applicable Secretarial Standards, in relation to the convening and conduct of the Meetings of Board of Directors, General Meeting and matters incidental thereto.

The Directors have put in place appropriate systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively to the extent applicable.

Details of Board Meetings

The Board of Directors of the Company met 8 (Eight) times during the financial year 2025-26. The dates of the meetings are as follows: 15.05.2025, 07.07.2025, 04.08.2025,

08.08.2025, 26.09.2025, 22.12.2025, 02.03.2026 and

31.03.2026. The requisite quorum was present at all the meetings. The details of attendance of Directors are as follows:

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

Committee of the Board

The Board of Directors had constituted the following Committees in accordance with the requirements of the Companies Act, 2013:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Executive Committee

The Audit Committee periodically reviewed reports of the Statutory Auditors and Internal Auditors, as well as the financial statements, with a focus on ensuring compliance with applicable statutory requirements. The Committee also diligently discharged its responsibilities and exercised its powers in accordance with the provisions of the Companies Act, 2013.

Nomination and Remuneration Committee

The composition of the Nomination & Remuneration Committee is in accordance with the requirement of Section 178 of the Companies Act, 2013 read with rule made thereunder.

As on 31^st March, 2026, the Committee comprised of 2 (Two) Non-Executive Independent Directors and 1 (one) Non-Executive Director. The Chairman of the Committee is an Independent Director. Mr. Hemant Sultania (Chairman), Mr. Purushottam Dass Goel and Mr. Amitabh Mathur, are the members of the Committee. The Company Secretary

of the Company acts as Secretary of the Committee. All the recommendations made by the Nomination & Remuneration Committee during the year were accepted by the Board.

The Committee has meet 6 (Six) times during the year on

14.05.2025, 07.07.2025, 04.08.2025, 22.12.2025, 02.03.2026 and 31.03.2026, detailed as under:

The Nomination and Remuneration Committee reviewed matters relating to appointment, remuneration, and performance evaluation of Directors, Key Managerial Personnel, and senior management, with a focus on ensuring compliance with applicable statutory requirements. The Committee also diligently discharged its responsibilities and exercised its powers in accordance with the provisions of the Companies Act, 2013.

The Policy on Nomination and Remuneration for the Board of Directors, Key Managerial Personnel and others employees, including the criteria for determining qualifications, positive attributes, and independence of Directors, is available on the website of the Company at https://luminoindustries.com/policies/.

Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is in accordance with the requirement of Section 178 of the Companies Act, 2013 read with rule made thereunder.

As on 31^st March, 2026, the Committee comprised of 1 (One) Non-Executive Independent Directors, 1 (One) NonExecutive Director and 1 (One) Executive Director. The Chairman of the Committee is Non-Executive Director. Mr. Purushottam Dass Goel (Chairman), Mr. Hemant Sultania and Mr. Devendra Goel, are the members of the Committee. The Company Secretary of the Company acts as Secretary of the Committee..

The Committee met once during the year under review on 02.03.2026 as detailed below, detailed as under:

The Stakeholders’ Relationship Committee reviewed the shareholding status and other related issues, with a focus on ensuring compliance with applicable statutory requirements. The Committee also diligently discharged its responsibilities and exercised its powers in accordance with the provisions of the Companies Act, 2013.

Corporate Social Responsibility Committee

The composition of the Corporate Social Responsibility Committee is in accordance with the requirement of Section 135 of the Companies Act, 2013 read with rule made thereunder.

As on 31^st March, 2026, the Committee comprised of 1 (One) Non-Executive Independent Directors and 2 (Two) Executive Director. The Chairman of the Committee is Executive Director. Mr. Devendra Goel (Chairman), Mr. Hemant Sultania and Mr. Jay Goel, are the members of the Committee. The Company Secretary of the Company acts as Secretary of the Committee.

The Committee met once during the year under review on 14.05.2025 as detailed below, detailed as under:

The Corporate Social Responsibility Committee reviewed the Company’s CSR initiatives and programs, including monitoring the implementation of CSR projects, utilization of funds, and the proposed Annual Action Plan to be executed, with a focus on ensuring compliance with applicable statutory requirements. The Committee also diligently discharged its responsibilities and exercised its powers in accordance with the provisions of the Companies Act, 2013.

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.

Executive Committee

The Board of Directors constituted a specialized body known as the “Executive Committee,” entrusted with the responsibility of managing critical business functions and facilitating the Company’s strategic objectives. This committee has been empowered to oversee the approval and execution of tenders and contract agreements for awarded projects, banking facilities and banking operations, power to borrow from time to time, authority to invest or divest

the Company’s funds, represent the Company before statutory authorities or judicial bodies and Authorization to officials of the Company for business operations purpose Additionally, it is tasked with undertaking all other activities essential for the advancement and expansion of the Company’s business operations.

As on 31^st March, 2026, the Committee comprised of 1 (One) Non-Executive Directors and 2 (Two) Executive Director. The Chairman of the Committee is Executive Director. Mr. Devendra Goel (Chairman), Mr. Purushottam Dass Goel and Mr. Jay Goel, are the members of the Committee. The Company Secretary of the Company acts as Secretary of the Committee.

The Committee met 19 (nineteen) times during the year under review on 07.04.2025, 22.04.2025, 30.04.2025,

15.05.2025, 11.06.2025, 11.07.2025, 07.08.2025, 22.08.2025,

03.09.2025, 17.09.2025, 09.10.2025, 29.10.2025, 10.11.2025,

01.12.2025, 11.12.2025, 05.01.2026, 02.02.2026, 23.02.2026 and 16.03.2026, detailed as under:

IPO Committee

The Company has constituted an IPO Committee to oversee and facilitate matters related to a potential Initial Public Offering (IPO), including compliance with regulatory requirements and coordination with intermediaries, as and when required.

As on 31^st March, 2026, the Committee comprised of 1 (One) Non-Executive Independent Directors and 2 (Two) Executive Director. The Chairman of the Committee is Executive Director. Mr. Devendra Goel (Chairman), Mr. Hemant Sultania and Mr. Jay Goel, are the members of the Committee.

During the financial year under review, no meeting of the IPO Committee was held, as there were no developments or actions necessitating its involvement.

The IPO Committee shall convene meetings as and when any matter relating to the proposed IPO arises or as may be considered necessary by the management and the Board.

The Board continues to supervise and guide all strategic decisions relating to any potential capital market activities of the Company.

Auditors

Statutory Auditor

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^th September, 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) who shall continue to hold office till the conclusion of the 22^nd Annual General Meeting of the Company.

Both auditors have confirmed that they are within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

Auditors’ Report

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Auditor’s Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor’s Report are selfexplanatory and provide complete information.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment

Internal Auditor

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has re-appointed Ernst & Young LLP as Internal Auditor of the Company for the financial year 2026-27.

The Internal Auditors monitor and evaluate the efficacy and adequacy of the internal control systems of the Company. The Internal Auditors place their reports periodically before the Audit Committee, and their findings, observations, and recommendations are duly reviewed and addressed by the management. Based on the reports of the Internal Auditors, the respective departments undertake corrective actions in their respective areas, thereby strengthening the internal control framework of the Company.

Annual Evaluation of Board, Committees and Individual Directors

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 Company’s 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.

Directors’ Responsibility Statement

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 2026 and confirm as under -

a) In the preparation of the annual accounts for the year ended on March 31, 2026, 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, 2026 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.

Annual Return

The Annual Return as on 31.03.2026, provided in accordance with Section 92(3) of the Companies Act, 2013 and prescribed in Form No. MGT-7 under the Companies (Management and Administration) Rules, 2014, is available on the website of the Company and can be accessed at https://luminoindustries.com/annual-returns/.

Internal Financial Controls System

The Company has in place adequate internal financial controls commensurate with the size, scale, and nature of its operations. These internal financial controls are designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The internal financial control framework includes well-defined policies and procedures, approval mechanisms, authorization limits, and periodic internal audits. These controls are reviewed and evaluated on an ongoing basis to ensure their effectiveness.

The Internal Auditors periodically assess the adequacy and effectiveness of internal controls and report their findings to the Audit Committee. Based on such reviews, the management takes appropriate corrective actions wherever required to strengthen the control environment.

The Audit Committee and the Board periodically review the internal financial control systems and are of the opinion that the Company has maintained adequate internal financial controls with reference to the financial statements, and that such controls are operating effectively.

Whistle Blower Policy/ Vigil Mechanism

In compliance with the provisions of section 177(9) of the Companies Act, 2013 and other application provisions, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behaviour, malpractice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/

retaliation. The policy provides adequate safeguards against victimization of persons who use such mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy is available on the website of the Company at given weblink of the Company at https:// luminoindustries.com/policies/.

Environmental Protection, Health and Safety

We attach great value to the Company’s 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.

Risk Management Policy

The Board of Directors have 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.

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

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 ‘C’ and is attached to this report.

Particulars of Contract or Arrangements with Related Parties

In compliance with the provisions of Sections 177 and 188 of the Companies Act, 2013, read with the applicable rules framed thereunder and relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Related Party Transactions are placed before the Audit Committee for approval.

Wherever required, prior omnibus approval of the Audit Committee is obtained for repetitive and/or continuous transactions. The transactions entered into pursuant to such omnibus approval are periodically reviewed by the Audit Committee and the Board of Directors.

Redressal) Act, 2013, read with the rules framed thereunder, the Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace. The Policy is applicable to all women employees, including those who are permanent, temporary, or contractual.

The Company has constituted an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment and is committed to providing a safe and conducive work environment for all its employees.

During the year under review, the following is a summary of complaints received and disposed of for the year ended on March 31, 2026:

* One complaint remains under process as it was received on 17^th March, 2026.

The Company remains committed to ensuring a work environment that is free from discrimination and harassment and continues to strengthen awareness and preventive measures in this regard.

Maternity Benefit Compliance

During the year under review, your Company has duly complied with all applicable provisions of the Maternity Benefits Act, 1961, ensuring that eligible female employees are granted the statutory entitlements related to maternity leave, benefits, and workplace support. This compliance reflects the organization’s commitment to upholding employee welfare and adhering to labour laws designed to protect the rights of working mothers.

Fraud Reporting

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.

The details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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.

Details of the difference between the valuation amount on one-time settlement and the valuation while availing loan from the banks and financial institutions

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

Acknowledgement

The Board of Directors expresses its sincere appreciation for the continued support and cooperation extended by the Company’s bankers, stakeholders, business associates, Central and State Governments, and various regulatory and district-level authorities. The Directors look forward to their continued support in the future.

The Board also places on record its deep appreciation for the dedication and commitment demonstrated by all employees and workmen at all levels, whose collective efforts have contributed to the Company’s satisfactory performance during the year.

Your Directors look forward to the future with confidence and optimism.