The Hon'ble National Company Law Tribunal (NCLT), Court V, New Delhi Division Bench, pronounced its order on May 08, 2026, sanctioning the Scheme of Amalgamation between IAC International Automotive India Private Limited (formerly known as Lumax Integrated Ventures Private Limited) as the Transferor Company, and Lumax Auto Technologies Limited as the Transferee Company. The order was received by the company on May 12, 2026, and was disclosed to stock exchanges under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Details of the Amalgamation Scheme

The Scheme was filed as a Joint Petition under Sections 230–232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The following table summarises the key parameters of the approved Scheme:

The Scheme shall become effective upon filing of the certified copy of the NCLT order with the Registrar of Companies by both companies. Upon the Scheme becoming effective, the Transferor Company shall stand dissolved without being wound up.

Rationale for the Amalgamation

The Petitioner Companies outlined the following key rationale for the proposed Scheme of Amalgamation:

• Achieve greater integration, financial strength, and flexibility to maximise overall shareholder value
• Realise cost savings through operational rationalisation, standardisation, and simplification of business processes
• Generate operational synergies, greater productivity, and economical operations through consolidation of activities
• Pool managerial, technical, and financial resources to enhance the competitiveness of the Transferee Company
• Achieve economies of scale and reduction in overheads, including administrative, managerial, and other expenditure
• Reduce the multiplicity of legal and regulatory compliances currently required to be carried out by both companies

The NCLT noted that the amalgamation is in the interest of shareholders, creditors, and all other stakeholders, and is not prejudicial to the interests of any concerned party.

Regulatory Observations and Responses

Prior to sanctioning the Scheme, the NCLT directed notices to key regulatory bodies. The Regional Director (Northern Region), Official Liquidator, Income Tax Department, and SEBI filed their respective responses. The following table summarises the key regulatory observations and the Petitioner Companies' replies:

Disputed Tax Dues — Transferor Company

As part of the Regional Director's observations, the following disputed dues of the Transferor Company (IAC International Automotive India Private Limited) were disclosed for FY 2024-25:

Disputed Statutory Dues — Transferee Company

The following disputed statutory dues of the Transferee Company (Lumax Auto Technologies Limited) were disclosed for FY 2024-25:

Key Directions Issued by the NCLT

In sanctioning the Scheme, the NCLT issued the following key directions:

• The Appointed Date of October 01, 2025 as proposed by the Petitioner Companies is approved
• Upon the Scheme becoming effective, the Transferor Company shall stand dissolved without undergoing the process of winding up
• All assets, liabilities, contracts, legal proceedings, and employees of the Transferor Company shall stand transferred to and vested in the Transferee Company with effect from the Appointed Date
• All employees of the Transferor Company shall be deemed to have become employees of the Transferee Company without interruption of service and on terms and conditions no less favourable than those existing as on the Effective Date
• All liabilities of the Transferor Company outstanding as on the Effective Date shall stand transferred to and be deemed to be the obligations of the Transferee Company
• The Petitioner Companies shall, within thirty days of receipt of the order, cause a certified copy to be delivered to the Registrar of Companies for registration
• The Transferee Company shall, until full implementation of the Scheme, file a statement every year in Form CAA 8 with the Registrar of Companies within 210 days from the end of each financial year

The NCLT further clarified that the sanction order shall not be construed as granting any exemption from payment of stamp duty, taxes, or other charges, and that any violation of any enactment, statutory rule, or regulation shall remain subject to action in accordance with law. The order is available on the website of the Hon'ble NCLT at www.nclt.gov.in .

The Board of Directors of Lumax Auto Technologies Limited, at their meeting held on Friday, May 08, 2026, approved the sale of the company's entire equity stake in its joint venture, Lumax Jopp Allied Technologies Private Limited (LJAT), to Jopp Holding GmbH, Germany. The transaction involves the transfer of a 50% equity stake, held by the company along with its nominee shareholders, to the German joint venture partner. Upon completion of the deal, Lumax Jopp Allied Technologies Private Limited will cease to be a joint venture of the company.

Transaction Details

The sale involves 70,55,000 equity shares of Lumax Jopp Allied Technologies Private Limited, each with a face value of Rs. 10/-, held by Lumax Auto Technologies along with its nominees. These shares will be transferred to Jopp Holding GmbH in one or more tranches. The key parameters of the transaction are outlined below:

The completion of the transaction is subject to customary conditions as specified in the Share Purchase Agreement among Lumax Auto Technologies, Jopp Holding GmbH, and Lumax Jopp Allied Technologies Private Limited.

Financial Contribution of Lumax Jopp Allied Technologies

As per unaudited financial statements for the financial year ended March 31, 2026, Lumax Jopp Allied Technologies Private Limited made the following contributions to the consolidated financials of Lumax Auto Technologies:

The relatively modest financial contribution of LJAT underscores the limited impact of this divestiture on the consolidated financials of Lumax Auto Technologies.

Strategic Context

The company has stated that this portfolio realignment reflects its continued focus on the Northstar vision and Mid-term plan covering FY 26 to FY 31, enabling sharper focus on businesses more closely aligned with its future growth and financial priorities. The Board meeting commenced at 11:30 A.M. and concluded at 12:55 P.M. on May 08, 2026. The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the SEBI Master Circular dated January 30, 2026.