Lakshmi Machine Works : Postal Ballot

LAKSHMI MACHINE WORKS LIMITED

CIN: L29269TZ1962PLC000463

Regd. Off: SRK Vidyalaya Post, Perianaickenpalayam, Coimbatore - 641020

Corporate Off: 34A, Kamaraj Road, Coimbatore - 641018

Phone: [phone] Fax: [phone]

Email: [e-mail] Website: www.lmwglobal.com

NOTICE FOR POSTAL BALLOT /ELECTRONIC VOTING (e-Voting)

[Pursuant to Section 108, 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies

(Management and Administration) Rules, 2014]

Dear Shareholder(s),

NOTICE is hereby given pursuant to Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), (including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force), read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021,General Circular No. 20/2021 dated December 8, 2021 and General Circular No. 3/2022 dated May 05, 2022 issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as ("MCA Circulars"), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India and subject to other applicable laws, rules and regulations, if any, Lakshmi Machine Works Limited ("the Company") hereby seeks your approval for the Special business as considered in the resolution appended below through Postal Ballot by way of voting through electronic means ("Remote e-voting").

A statement pursuant to Section 102 and other applicable provisions, if any, of the Act, pertaining to the resolution(s) appended below setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. This Postal Ballot Notice is also being placed on the website of the Company www.lmwglobal.com.

In compliance with the aforesaid MCA Circulars and pursuant to Section 110 of the Act read with the rules made thereunder, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail address is registered with the Company / Depositories and the communication of assent / dissent of the Members on the resolution proposed will take place through the remote e-voting system only. If your e-mail address is not registered with the Company / Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

In compliance with the requirements of the MCA Circulars, hard copy of this Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders and shareholders are requested to communicate their assent or dissent through remote e-voting system only.

Pursuant to Rule 22(5) & (6) of the Rules, the Board of Directors of the Company at their meeting held on 11th May 2022, had appointed Sri. M. D. Selvaraj, (FCS: 960 and CP No.: 411), FCS of M/s. MDS & Associates, Practicing Company Secretaries, Coimbatore as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner and for ascertaining the requisite majority.

The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide e-voting facility to the Members of the Company through their website https://www.evoting.nsdl.com/. Please refer to the instructions for e-voting given hereinafter the proposed resolutions, to cast votes through electronic voting means.

The remote e-voting period commences from 9.00 AM (India Standard Time ['IST']) on Saturday, 21st May 2022 and ends at 5.00 PM (IST) on Sunday, 19th June 2022. Members are requested to read the instructions carefully while expressing their assent or dissent and cast votes via remote e-voting by not later than 5.00 PM (IST) on Sunday, 19th June 2022.

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The Scrutinizer shall submit his report to the Chairman & Managing Director or any other person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot voting will be announced within 2 working days from the closing of the e-voting platform and the same shall be displayed on the website of the Company at www.lmwglobal.com, National Securities Depository Limited and be communicated to BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), being the stock exchanges where the equity shares of the Company are listed.

In the event, the resolutions as set out under Item No(s). 1 to 3 below is assented by the requisite majority of the Members by means of Postal Ballot process, it shall be deemed to have been duly passed as Ordinary Resolution(s) at the General Meeting of the Company and it shall be deemed to have been passed on Sunday, 19th June 2022, being the last date specified by the Company for e-voting.

The resolution(s) for the purpose as stated herein below is proposed to be passed by Postal Ballot/remote e-voting:

SPECIAL BUSINESS

Item No.1:

Approval for the material related party transactions entered into with Lakshmi Electrical Control Systems Limited.

To consider and if thought fit, to give assent / dissent to the following resolution to be passed as an Ordinary Resolution:

RESOLVED THAT pursuant to Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions, if any, of the Companies Act, 2013 (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to the approval of the Audit Committee and on the recommendation of the Board of Directors, the approval of the Members be and is hereby accorded to ratify the agreement/ contract/ business transactions entered into with Lakshmi Electrical Control Systems Limited, a related party of the Company for an amount not exceeding `225 Crores as per the details more particularly described in the statement pursuant to Section 102 of the Companies Act, 2013 annexed to this notice notwithstanding the fact that such transactions either taken individually or together with previous transactions during the Financial Year may exceed 10% of the annual consolidated turnover of the Company as per the last audited financial statements or such other materiality threshold as may be specified under applicable laws/ regulations from time to time.

RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) be and are hereby severally authorised to do all such acts, deeds, matters and things, to finalise the terms and conditions of the transactions with the aforesaid party, and to execute or authorize any person to execute all such documents, instruments and writings as may be considered necessary, relevant, usual, customary, proper and/or expedient for giving effect to this resolution.

Item No. 2:

Approval for material related party transactions to be entered into with Lakshmi Electrical Control Systems Limited.

To consider and if thought fit, to give assent/dissent to the following resolution proposed to be passed as an Ordinary Resolution:

RESOLVED THAT pursuant to Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions, if any, of the Companies Act, 2013 (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to the approval of the Audit Committee and on the recommendation of the Board of Directors, the approval of the Members be and is hereby accorded to enter into agreement/ contract/ business transactions with Lakshmi Electrical Control Systems Limited, a related party of the Company for an amount not exceeding `450 Crores as per the details more

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particularly described in the statement pursuant to Section 102 of the Companies Act, 2013 annexed to this notice notwithstanding the fact that such transactions either taken individually or together with previous transactions during the Financial Year may exceed 10% of the annual consolidated turnover of the Company as per the last audited financial statements or such other materiality threshold as may be specified under applicable laws/ regulations from time to time.

RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) be and are hereby severally authorised to do all such acts, deeds, matters and things, to finalise the terms and conditions of the transactions with the aforesaid party, and to execute or authorize any person to execute all such documents, instruments and writings as may be considered necessary, relevant, usual, customary, proper and/or expedient for giving effect to this resolution.

Item No. 3:

Approval for material related party transactions to be entered into with Chakradhara Aerospace and Cargo Private Limited.

To consider and if thought fit, to give assent/dissent to the following resolution proposed to be passed as an

Ordinary Resolution:

RESOLVED THAT pursuant to Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions, if any, of the Companies Act, 2013 (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to the approval of the Audit Committee and on the recommendation of the Board of Directors, the approval of the Members be and is hereby accorded to enter into agreement/ contract/ business transactions with Chakradhara Aerospace and Cargo Private Limited, a related party of the Company for an amount not exceeding `320 Crores as per the details more particularly described in the statement pursuant to Section 102 of the Companies Act, 2013 annexed to this notice notwithstanding the fact that such transactions either taken individually or together with previous transactions during the Financial Year may exceed 10% of the annual consolidated turnover of the Company as per the last audited financial statements or such other materiality threshold as may be specified under applicable laws/ regulations from time to time.

RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) be and are hereby severally authorised to do all such acts, deeds, matters and things, to finalise the terms and conditions of the transactions with the aforesaid party, and to execute or authorize any person to execute all such documents, instruments and writings as may be considered necessary, relevant, usual, customary, proper and/or expedient for giving effect to this resolution.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

Pursuant to proviso to Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a transaction with a related party shall be considered "material", if the transactions entered individually or taken together with previous transactions during a Financial Year with such related party exceeds `1000 Crores or 10% of the total consolidated turnover of the Company as per the last audited financial statements, whichever is lower ("Materiality threshold").

The Company has a long-standing business relationship and has been undertaking transactions with Lakshmi Electrical Control Systems Limited ("LECS"), a related party for procurement of various customised goods and services of high quality which are required in the manufacture of products by the Company. Over the years, LECS has emerged as a dependable/reliable partner to the Company capable of fully supporting the production plans, even in volatile market conditions.

On a review of all the related party transactions at the time of approving the results for the period ended 31st December 2021, it was observed that the transactions with LECS were not that significant, and it was well within

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