Focus Lighting and Fixtures Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Board of Directors take immense pleasure in presenting the 20^th Director’s Report on the business and
operations of your Company together with the Audited Financial Statements for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company for financial Year 2024-25 and 2023-24 is summarized as below:

Particulars	Consolidated		Stanc	alone
	For Financial Year Ended		For Financia	Year Ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	18,333.12	22,381.09	15,396.11	15,558.94
Other income	286.31	622.52	845.01	416.17
Total Income	18,619.43	23,003.62	16,241.12	15,975.12
Less: Total Expenditure	(16,623.02)	(18,533.98)	(14,383.37)	(14,246.15)
Profit before Tax	1,996.41	4,469.64	1,857.75	1,728.96
Less: Provision for Tax	480.25	(597.69)	(420.64)	(597.69)
Profit/ (loss) After Tax	1,516.16	3,871.95	1,437.11	1,131.27

• FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS

> Consolidated Performance:

During the year under review, your Company has recorded total income of Rs. 18,619.43 Lakhs against Rs.
23,003.62 Lakhs in the previous year resulting in fall of 19.06% over the previous year. Profit before tax for
the Financial Year ended March 31, 2025 is Rs. 1,996.41 Lakhs as compared to the profit of Rs. 4,469.64
Lakhs in the previous year resulting in fall of 55.33%. Profit after tax is Rs. 1,516.16 Lakhs as compared to
profit of Rs. 3,871.95 Lakhs in the previous year resulting in fall of 60.84%

> Standalone Performance:

During the year under review, your Company has recorded total income of Rs. 16,241.12 Lakhs against Rs.
15,975.12 Lakhs in the previous year resulting in rise of 1.66% over previous year. Profit before tax for the
financial year ended March 31, 2025 is Rs. 1,857.75 Lakhs as compared to profit of Rs. 1,728.96 Lakhs in
the previous year resulting in rise of 7.44%. Profit after tax is Rs. 1,437.11 as compared to the profit of Rs.
1,131.27 Lakhs in the previous year resulting in rise of 27.03%.

• Transfer to Reserves:

The closing balance of the retained earnings of the Company for the Financial Year ended March 31, 2025,
after all appropriations and adjustments was Rs. 10,218.84 Lakhs.

2. BRIEF DESCRIPTION OF THE STATE OF COMPANY’S AFFAIRS

• PRODUCT LAUNCHED:

Focus Lighting And Fixtures Limited (“the Company”), engaged in the Business of technology light
manufacturing and lighting solutions of LED lights and fixtures, has launched an innovative and unique kind
of product named as “Trix Landscape Lighting Range” via Versa - Adjustable Wall Washer, Bolete - Bollard
& Wall Washer, Dazzle - Garden Spike and Judy - Garden Dazzle - Garden Spike Spike with Snoot which is
an outdoor category product.

This product has been launched under the Company’s brand, namely “TRIX” which is into LED Lights catering
to Residential and Hospitality range. Currently, TRIX has a product range mainly into Indoor architectural
lightings. Now onwards this brand has extended its portfolio with addition of landscape and garden lights by
introducing the outdoor products category in segments of Bollards, Wall Washers, Spikes, etc.

The launch and introduction of this new product in Landscape range shall strengthen the portfolio and offerings
for Residential & Hospitality Solutions.

• MAJOR ORDERS BAGGED DURING THE FINANCIAL YEAR 2024-25:

> Navi Mumbai International Airport Private Limited.

The Company has bagged an order worth Rs. 7,49,99,673/- (Rupees Seven Crore Forty-Nine Lakh
Ninety-Nine Thousand Six Hundred and Seventy-Three Only) (excluding GST) from Navi Mumbai
International Airport Private Limited, to manufacture, supply, and delivery of Lighting and Fixtures.
The Company is committed to ensuring timely delivery of the lighting and fixtures, prioritizing
quality, and efficiency throughout the process. The supply will be executed in various stages as per
the mutually agreed-upon terms.

> Reloto Automation Solutions Private Limited

In order to expand in the Commercial projects, we are pleased to inform that the Company has bagged
an order from Reloto Automation Solutions Private Limited worth Rs. 20,31,65,325.5/- (Rupees
Twenty Crore Thirty-One Lakh Sixty-Five Thousand Three Hundred and Twenty-Five and Five Paise
Only) to manufacture, supply, and delivery of Lighting and Fixtures.

> Gandhinagar Municipal Corporation

With an intent to strengthen our presence in Municipal projects, the Company has been empanelled
by Gandhinagar Municipal Corporation for supply, installation, testing, and commissioning of
Lighting and Fixtures as per the tender terms. The company has also been appointed for a three-year
Operation and Maintenance contract for the products supplied to the Gandhinagar Municipal
Corporation. The company bagged order worth Rs. 71,61,342/- (Rupees Seventy-One Lakh Sixty-One
Thousand Three Hundred and Forty-Two Only) (excluding GST). In furtherance, Focus assures to
receive additional orders in future as per the Tender Terms.

In addition to the above prominent Entities, our Company is committed to tap several other contracts in
order to secure and execute large-scale projects across multiple sectors and to expand in both domestic and
international markets, driven by its focus on innovation, operational efficiency, customer-centric and
sustainable lighting solutions.

3. SHARE CAPITAL INCLUDING CHANGE IN CAPITAL STRUCTURE

During the year under review, there has been change in the Capital Structure of the Company pertaining to the
allotment of Equity Shares pursuant to the provisions of Section 62(1)(b) of the Companies Act, 2013 read with
Companies (Prospectus and allotment of Securities) Rules, 2014 and the Companies (Share Capital and
Debentures) Rules, 2014.

In Furtherance, the Nomination and Remuneration Committee in its meeting held on September 04, 2024 had
allotted 9,72,500 (Nine Lakh Seventy-Two Thousand Five Hundred Only) Equity Shares of face value of Rs.

2/- each at a premium of Rs. 10.6/- each aggregating to Rs. 1,22,53,500/- (Rupees One Crore Twenty-Two
Lakh Fifty-Three Thousand Five Hundred Only) to FLFL Employee Welfare Trust pursuant to ESOP Plan
2019.

Taking into consideration of the above changes, the Issued, Subscribed and Paid-up Share Capital of the

Company has been changed to Rs. 13,45,06,150/- (Rupees Thirteen Crore Forty-Five Lakh Six Thousand One
Hundred and Fifty Only) divided into 6,72,53,075 (Six Crore Seventy-Two Lakh Fifty-Three Thousand and
Seventy-Five Only) Equity Shares of face value of Rs. 2/- (Rupees Two) each as on March 31, 2025.

4. PARTICULARS OF LOANS, GUARANTEES, SECURITIES, AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013, the Company has made loan, investment, guarantees and
securities on loan given, under the Financial Year 2024-25 as stated in Note 2, 3 & 10 of the Company’s
Standalone Financial Statements during the year under review.

5. DIVIDEND

Pursuant to Section 123 of the Companies Act, 2013, the Board of Directors, declared a Final Dividend for the
Financial Year ended March 31, 2024 at the rate of Re. 0.50/- (Rupee 50 paise Only) per equity share of Rs 2/-
(Rupees Two only) each fully paid-up of the Company aggregating to Rs. 3,31,40,287.5/- (Rupees Three Crore
Thirty-One Lakhs Forty Thousand and Two Hundred and Eighty-Seven and Five Paisa Only) on 6,62,80,575
fully paid-up equity shares of the Company.

In alignment with the Company’s strategic growth objectives and after due consideration of prevailing market
conditions and future expansion plans, the Board of Directors has, resolved not to recommend any dividend for
the Financial Year 2024-25. This decision reflects the Board’s commitment to strengthening the Company’s
long-term value and financial stability. We appreciate the continued support of our shareholders and remain
committed to delivering long-term value.

6. ESOPS

Pursuant to the approval of the Members through Postal Ballot on 28^th December, 2019, the Company had
adopted the ‘Focus Lighting And Fixtures Limited Employee Stock Option Plan 2019’ (“the Plan”) for issuance
of the employee stock options (“Options”) through Trust Route to the eligible employees of the Company &
its Subsidiaries. This scheme is administered by the Nomination & Remuneration Committee of the Company.

In this regard, the National Stock Exchange had granted In-principle approval on 5^th March, 2021 for listing
upto a maximum of 5,00,000 Equity shares of Rs. 10/- each. However, post Sub-Division of Equity Shares the
In-principle approval shall be deemed to be 25,00,000 Equity Shares of Rs. 2/- each with effect from 06^th
October, 2023.

During the year under review, the FLFL Employee Welfare Trust has transferred ESOP shares to its eligible
employees of the Company as per below table:

Sr No	Number of ESOP shares	Completion date
1.	2,86,000	August 02, 2024
2.	4,76,896	December 23, 2024

Further, the Nomination and Remuneration Committee in its meeting held on September 04, 2024 had allotted
9,72,500 (Nine Lakh Seventy-Two Thousand Five Hundred Only) Equity Shares to “FLFL Employee Welfare
Trust” and received the Listing Approval from the Exchange on September 12, 2024.

Further, due to the cancellation of 37,500 ESOP options (representing 35% and 40%) on account of Mr. Nishant
Pal''s resignation, that were originally granted to him, pursuant to which the Nomination and Remuneration
Committee in its meeting held on February 08, 2025, has granted 37,500 options to Mr. Santosh Prasad,
National Sales Head of Focus Lighting and Fixtures Limited.

The Plan being is in compliance with Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 as amended from time to time. Further, a Certificate to that effect is obtained from
the Secretarial Auditors of the Company i.e., M/s. Rathod & Co., Practicing Company Secretaries and attached
as an “Annexure I”

The disclosure requirements in terms of Regulation 14 of the SEBI (Share Based Employee Benefits & Sweat
Equity) Regulations, 2021, for the Plan, are made available on the Company’s website and can be accessed
using the link: https://www.focuslightingandfixtures.com/investors/esops/

7. BORROWINGS

Pursuant to Section 180 of the Companies Act, 2013, the Company’s Standalone Working Capital Demand
Term Loan stood at Rs. 1,058.14 lakhs and short-term loans availed amounted to Rs. 103.61 amounted to for
the financial year ended on March 31, 2025.

8. DETAILS OF LOAN FROM DIRECTORS:

Pursuant to Section 185 of the Companies Act, 2013, the Company has taken a loan of Rs. 81.77 lakhs from its
director during the year under review. The outstanding loan from directors as on March 31, 2025, stands at Rs.
81.77 lakhs.

9. CHANGE IN THE NATURE OF BUSINESS

For sustained future growth, the Company intends to continue focusing on its core business activities.
Accordingly, there was no change in the nature of the business of the Company during the year.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Currently, the Company has 3 (three) Un-Listed subsidiaries within and outside India, the details of which as
on March 31, 2025 are stated below:

Name of the Material Subsidiary(ies)	Name of the Non-Material Subsidiary
Plus Light Tech - F.Z.E.	Xandos Lighting And Fixtures Private Limited
Focus Lighting & Fixtures Pte. Ltd	-

Pursuant to Regulation 24(1) of SEBI (LODR), Regulation 2015, Mr. Chetan Shah (DIN: 08038633) has been
appointed as an Independent Director on the Board of Plus Light Tech - F.Z.E, a Wholly Owned Subsidiary
with effect from 24^th May, 2024. Mr. Shah has given his consent in Form DIR-2 and Declaration of
Independence to the Board of Focus Lighting And Fixtures Limited in its Meeting held on May 24, 2024.

Further based on the threshold limit, Focus Lighting & Fixtures Pte. Ltd is the Material Subsidiary for the
Financial Year 2025-26.

The Policy on Material Subsidiary framed by the Board of Directors of the Company is available on the
Company’s Website at the following link:

https://www.focuslightingandfixtures.com/focus investor/policies/Policv%20on%20Material%20Subsidiarv.
pdf

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of
the Companies Act, 2013 as on March 31, 2025. Further, there has been no material change in business of any
of the subsidiaries.

In accordance with Section 136 of the Act, the Standalone and Consolidated Audited Financial Statements
along with related information of the Company and separate Audited Financial Statements of each of the
Subsidiary Companies, are available on our website at: https://www.focuslightingandfixtures.com. The
necessary disclosures in respect of the material subsidiary are mentioned in the Corporate Governance.

A statement containing the salient features of Financial Statements of subsidiaries in the prescribed Form AOC-
1 forms a part of Consolidated Financial Statements in compliance with Section 129 (3) and other applicable
provisions, if any, of the Act read with Rules and is attached as an “Annexure V”.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONS

The Board of Directors and Key Managerial Personnel comprise of eminent and experienced professionals in
the industry. The Composition of the same as on March 31, 2025 consist of various Executive and Non¬
Executive Directors including Independent Directors and Women Director in accordance with the provisions
of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015 who have wide and varied
experience in different disciplines of corporate functioning.

As on March 31, 2025, your Board of Directors has 6 (Six) Directors comprising of two Executive Directors,
one of them being Managing Director and Woman Director respectively, three Non-Executive Independent
Directors and One Non-Executive Non-Independent Director.

The current composition of the Board of Directors including Key Managerial Personnel till the date of this
Report are detailed below:

Sr. No.	Name	DIN/PAN	Category	Date of Appointment
1.	Amit Sheth	01468052	Managing Director	11/08/2005
2.	Deepali Sheth	01141083	Executive Director	11/08/2005
3.	Chetan Shah	08038633	Independent Director	29/12/2017
4.	Mahesh Rachh	00458665	Independent Director	29/12/2017
5.	Sanjay Gaggar	03083767	Independent Director	11/08/2022
6.	Khushi Sheth	09351537	Non-Executive Non-Independent Director	08/10/2021
7.	Tarun Udeshi	A1 ****** 1d	Chief Financial Officer	11/11/2019
8.	* Shruti Seth	M********A	Company Secretary And Compliance Officer	08/02/2025

*During the year under review, Mrs. Drashti Senjaliya tendered her resignation and consequently ceased to
hold the office of Company Secretary and Compliance Officer of the Company with effect from January 14,
2025. In her place, the Board of Directors, at its meeting held on February 08, 2025, appointed Ms. Shruti Seth
as the Company Secretary and Compliance Officer of the Company with effect from the said date.

12. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS

Pursuant to the applicable provisions of Section 152 of the Companies Act, 2013, Ms. Khushi Amit Sheth (DIN:
09351537), Non-Executive Director of the Company is liable to retire by rotation at the forthcoming Annual
General Meeting and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.
Based on the performance evaluation and recommendation from the Nomination and Remuneration Committee,
the Board recommends her re-appointment. Her brief resume as required under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is contained in the Notice of the Annual General Meeting.

There are no other changes in the composition of Board of Directors except as stated above.

13. INDEPENDENT DIRECTOR

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non¬
Executive Independent Directors. A separate meeting of Independent Directors was held during the Financial
Year 2024-25 on February 08, 2025, which was duly attended by all Independent Directors.

The Independent Directors have shared their views on Chairman, Board as a whole, Committees, and Individual
Directors for assessing the quality, quantity and timeliness of flow of information between Company,
Management and Board amongst themselves.

The Company has received the following declarations from all the Independent Directors at the beginning of
the financial year confirming that:

As per the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Chetan
Shah and Mr. Sanjay Gaggar, Independent Directors have successfully passed an Online Proficiency Self¬
Assessment Test conducted by the Indian Institute of Corporate Affairs of India. However, Mr. Mahesh Rachh
is exempted from the above test.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are
persons of high integrity and repute. They fulfil the conditions specified in Act as well as the Rules made
thereunder and are independent of the management.

The Independent directors have complied with the Code applicable for Independent Directors as stipulated
under the Schedule IV of the Companies Act, 2013.

14. COMMITTEES OF THE BOARD

The Board has constituted various committees in accordance with the provisions of the Companies Act, 2013,
the details of which are provided in the Corporate Governance Report as an “Annexure B” to this report.

15. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace
which is available on the Company’s Website at the following link:
https://www.focuslightingandfixtures.com/focus investor/general policies/Prevention%20of%20Sexual%20
Harassment%20Policy.pdf for prevention, prohibition and redressal of sexual harassment at workplace and an
Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at
workplace, with a mechanism of lodging & redressal of the complaints. All employees (permanent, contractual,
temporary, trainees etc. are covered under this policy.

Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, read with the rules made thereunder, the Company confirms that no
complaint of sexual harassment was received during the year under review. A summary of the same is provided
below.

Sr No.	Particulars	Response
a.	Number of complaints of sexual harassment received in the year	0
b.	Number of complaints disposed-off during the year	Not Applicable
c.	Number of cases pending for more than ninety days	0

During the year under review, the Board, at its meeting held on February 08, 2025, reconstituted the Internal
Complaints Committee (ICC). Further, after the close of the financial year ended March 31, 2025, the Company
constituted and designated location-wise Internal Complaints Committees on May 29, 2025. The necessary
amendments to the policy have been made accordingly, and the revised policy has been disseminated on the
Company’s website.

MUMBAI - HEAD OFFICE:

Sr. No.	Name of Member	Designation	Position
1.	Mrs. Dimple Joshi	Regional Sales Manager	Presiding Officer & Chairperson
2.	Ms. Shruti Seth	Company Secretary & Compliance Officer	Member
3.	Mr. Jitesh Doshi	Vice President Sales	Member
4.	Mrs. Kinnari Shah	Human Resource Manager	Member
5.	Mr. Vishal Soni	NGO-Representative	Member from NGO (External)

BANGALORE OFFICE:

Sr. No.	Name of Member	Designation	Position
1.	Mrs. Dimple Joshi	Regional Sales Manager	Presiding Officer & Chairperson
2.	Mrs. Kinnari Shah	Human Resource Manager	Member

3.	Mrs. Veena Naik	Lighting Designer	Member
4.	Mr. Harsha P. V.	Regional Sales Manager	Member
5.	Mr. Vishal Soni	NGO-Representative	Member from NGO (External)

AHMEDABAD OFFICE:

Sr. No.	Name of Member	Designation	Position
1.	Mrs. Dimple Joshi	Regional Sales Manager	Presiding Officer & Chairperson
2.	Mrs. Kinnari Shah	Human Resource Manager	Member
3.	Mr. Rahul Rathod	Assistant Manager HR	Member
4.	Mr. Dharmesh Shah	General Manager	Member
5.	Mr. Vishal Soni	NGO-Representative	Member from NGO (External)

16. STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO
THE MATERNITY BENEFIT ACT, 1961.

During the financial year under review, the provisions of the Maternity Benefit Act, 1961 were applicable to
the Company. The Company has duly complied with all the applicable provisions of the said Act, including but
not limited to the provision of maternity leave, medical bonus, nursing breaks, and all other related benefits as
prescribed under the Act. The Company remains committed to maintaining a supportive and inclusive
workplace for all employees and ensures adherence to all statutory obligations concerning the welfare of women
employees.

17. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is
in line with Regulation 22 of SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013
for employees and Directors to report their genuine concerns about unethical behaviours, actual and suspected
fraud or violation of the Code of Conduct or policy. It provides for adequate safeguards against the victimization
of the Directors and employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee in exceptional cases. None of the whistle-blower has been denied access to the Audit
Committee. The said Policy is available on the Company’s Website:
https://www.focuslightingandfixtures.com/focus investor/policies/Vigil%20Mechanism.pdf

18. BOARD EVALUATION

Pursuant to the provisions of Section 134 and 178 of the Companies Act, 2013, SEBI (LODR) Regulations,
2015 and as per the appointment criteria for Directors & Senior Management Personnel and their remuneration
Policy, the Nomination and Remuneration Committee in its Meeting held on May 29, 2025 has carried out an
Annual performance evaluation of the Chairman, Board as a whole, its Committee and individual Directors
excluding Independent Directors themselves. Since Nomination and Remuneration Committee consist of all
Independent Directors, the performance evaluation of the Independent Directors is carried out by the Board of
Directors in its Meeting held on May 29, 2025.

Further, as per Regulation 17(10) of SEBI (LODR), 2015, the evaluation of Independent Directors shall be
done by the entire board of directors and which has been covered in the Corporate Governance Report which
forms a part of this Annual Report.

The Independent Directors also reviewed on February 08, 2025, the performance of: Non-Independent
Directors, the Board as a whole and Chairman of the Board of Directors, after taking into account the views of
Executive Director and Non-executive Directors, the quality, quantity and timeliness of flow of information
between the Company management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.

Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to
engage itself with and the same would be acted upon.

19. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA
FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178.

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate
Governance Report which forms part of this Annual Report. The said Policy of the Company, inter alia,
provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re¬
appointment of Directors on the Board of the Company and persons holding Senior Management positions in
the Company, including their remuneration, evaluation and other matters as provided under Section 178 of the
Act and Listing Regulations. The copy of the same, namely the Appointment Criteria for Directors and Senior
Management and their Remuneration Policy is attached as “Annexure A” to this report.

20. MEETINGS OF THE BOARD

The Board of Directors during the Financial Year 2024-25 has met 5 (five) times. The Board meets at regular
intervals to discuss the Business and Compliance matters of the Company. The details of the Meetings of the
Board of Directors and the Committees of the Board of Directors and their respective constitution are stated in
the Corporate Governance Report attached which forms a part of this Board’s Report.

The Board has constituted the following Mandatory Committees of the Board of Directors:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder’s Relationship Committee

• Corporate Social Responsibility Committee

During the year under review, all the recommendations made by the Audit Committee were approved by the
Board of Directors.

Further, the Board of Directors have adopted various policies on the functioning and running of the Board of
Directors as mandated by the SEBI (LODR) Regulations, 2015 and which are also available on the website of
the Company at www.focuslightingandfixtures.com.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System including Internal Financial Controls, commensurate with the
size, scale and complexity of its operations as approved by the Audit Committee and the Board of Directors.
The Internal Financial Controls are adequate and working effectively. The scope and authority of the Internal
Audit is laid down by the Audit Committee and accordingly, the Internal Audit Plan is laid out to maintain its
objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the
Board.

The Internal Auditors, being professional Chartered Accountants, monitor and evaluate the efficacy and
adequacy of internal control system in the Company. Based on the report of internal audit, process
owners/concerned departments undertake corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of
the Board.

22. CORPORATE GOVERNANCE

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI
(LODR) Regulations, 2015 forms part of this Annual Report together with the requisite Certificate as received
from:

> The Secretarial Auditor of the Company regarding compliance of conditions of Corporate Governance as
stipulated under the listing Regulations attached in the Corporate Governance Report. The same is
attached as an “Annexure III”

> The Chief Executive Officer and Chief Financial Officer of the Company in terms of Listing Regulations,
inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of
the internal financial control measures and reporting of matters to the Audit Committee. The same is
attached as an “Annexure II”.

> A declaration stating that members of the Board and Senior Management Personnel have affirmed the
compliance with the Code of Conduct of the Board and Senior Management Personnel forms part to the
report on Corporate Governance.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34(2) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report and is disclosed separately as part of the Annual Report as an “Annexure E”.

24. DISCLOSURE OF ACCOUNTING TREATMENT:

During the year under review, there has been no changes in Accounting Policies and Practices. These Financial
Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies
(Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) (Amendment)
Rules, 2016 notified under Section 133 of the Companies Act, 2013 (the ‘Act’) and other relevant provisions
of the Act. The Financial Statements up to and for the year ended March 31, 2025 was prepared to comply in
all material aspects with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of
the Companies (Accounts) Rules, 2014 and the relevant provisions of the Act. The previous year figures have
been regrouped/reclassified or restated, so as to make the figures comparable with the figures of current year.

25. SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards as issued
by the Institute of Company Secretaries of India (ICSI) and notified by the Central Government from time to
time.

26. ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 read with proviso to Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, (as amended) the Annual Return of the Company
for the Financial Year ended March 31, 2025, in the prescribed Form MGT-7 is available on the website of the
Company at https://www.focuslightingandfixtures.com/investors/annual-return/

27. STATUTORY AUDITOR

In terms of provisions of Section 139 of the Act, M/s. N P Patwa & Co., Chartered Accountants (Firm
Registration No.: 107845W) were re-appointed as Statutory Auditors of the Company at the 15^th Annual
General Meeting (AGM) held on September 29, 2020, to hold office till the conclusion of 20^th AGM of the
Company. The Report given by M/s. N P Patwa & Co, on the financial statements of the Company for the FY
2024-25 is part of this Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.

The Board has received a consent letter from the M/s. N P Patwa & Co., Statutory Auditors, stating their
eligibility to conduct the Statutory Audit. As required under SEBI (LODR) Regulations, 2015, the Auditors
have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.

The Board of Directors have fixed the remuneration of M/s. N P Patwa & Co, during the Financial Year 2024¬
25. The details of the remuneration paid to the Statutory Auditors in Financial Year 2024-25 is provided in the
Financial Statements.

As the term of M/s. N P Patwa & Co. LLP as the Statutory Auditors of the Company expires at the conclusion
of 20^th AGM, the Board of Directors of the Company at their meeting held on August 05, 2025, based on the
recommendation of the Audit Committee, has recommended to the Members of the Company the appointment
of Patwa And Shah, Chartered Accountants (Firm Registration No. 131057W), as Statutory Auditors of the
Company, for a term of 5 (five) consecutive years from the conclusion of 20^th AGM till the conclusion of the
25^th AGM.

Accordingly, an Ordinary Resolution, proposing appointment of M/s. Patwa And Shah, as the Statutory
Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of
the Notice of the 20^th AGM of the Company. The Company has received the written consent and a certificate
that M/s. Patwa And Shah satisfies the criteria provided under Section 141 of the Act and that the appointment,
if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

M/s. Patwa And Shah, Chartered Accountants, is a firm registered with the Institute of Chartered Accountants
of India (ICAI) and incorporated as a Partnership Firm under the applicable laws of India. The firm, having its
registered office at C/3, 306 Anushruti Tower, Behind Yanki Sizzler, Near Jain Temple, Thaltej, S.G. Highway,
Ahmedabad-380054 was established in the year 2010, is one of the pioneering Chartered Accountant firms in
India. Their team has 5 partners, committed to delivering excellence across the services. They offer a
comprehensive and integrated range of professional services, including Audit & Assurance, Accounting &
Payroll Processing, Business Start-Up Advisory, Financial Advisory, Secretarial Compliance, Risk Consulting,
Taxation and FEMA Compliance. Their expertise spans a wide spectrum of industries, such as Manufacturing,
Infrastructure, Logistics, Real Estate, Banking, and Financial Services.

28. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, the Company had appointed M/s. Rathod & Co., Practicing
Company Secretary (COP No.: 20186) who holds a valid certificate issued by the Peer Review Board of the
Institute of Company Secretaries of India, as a Secretarial Auditor of the Company for the Financial Year 2024¬
25 to conduct an Secretarial Audit of the secretarial records and compliances in accordance with the applicable
provisions of the various Acts, Rules and Regulations for the financial year ended on March 31, 2025.

The Secretarial Auditors Report for the Financial Year 2024-25 is attached as an “Annexure D” to this report.

The Secretarial Compliance Report for the financial year ended March 31, 2025, in relation to compliance of
all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation
24A of SEBI (LODR) Regulations, 2015 is available on the website of the Company.

In terms of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI (LODR), Regulation 2015), as amended from time to time read with
SEBI circular SEBI/LAD-NRO/GN/2024/218 dated December 12, 2024 and SEBI/HO/CFD/CFD-PoD-
2/CIR/P/2024/185 dated December 31, 2024, the recommendation of the Audit Committee and Board of
Directors at their meeting held on May 29, 2025 is hereby accorded for the appointment of M/s. Rathod and
Co., Practicing Company Secretaries (Peer Review Certificate No. 1762/2022), (COP No. 20186), as the
Secretarial Auditor for a term of five (5) consecutive years, commencing from April 01, 2025 till March 31,
2030, on such remuneration as may be mutually agreed between the Company and the Secretarial Auditor;

Accordingly, an Ordinary Resolution, proposing appointment of M/s. Rathod & Co., as the Secretarial Auditors
of the Company for a term of five consecutive years pursuant to Regulation 24A of SEBI (LODR) Regulation,
2015, forms part of the Notice of the 20^th AGM of the Company. The Company has received the written consent
and a certificate that they satisfy the criteria provided under Regulation 24(1A) and that the Company is in
conformity with the provision of Regulation 24(1C) of SEBI (LODR) Regulation, 2015.

29. INTERNAL AUDITORS

The Board, at its meeting held on May 24, 2024, re-appointed M/s. Nandola & Co., Chartered Accountants
(FRN: 128214W), as the Internal Auditors of the Company for the Financial Year 2024-25. The Internal Audit
Reports submitted by the Internal Auditors were placed before the Audit Committee for its review and
recommendation, and subsequently approved by the Board of Directors.

30. REPORT ON FRAUD U/S 143(12) OF THE COMPANIES ACT, 2013

None of the Auditors of the Company during the performance of their duties reported that there is any fraud
that have been identified or detected or any offence of fraud committed by the Company or its officers or
employees as per Section 143(12) of the Companies Act, 2013 for the financial year ended 31^st March, 2025.

31. MAINTENANCE OF COST RECORDS

The maintenance of Cost records as specified by the Central Government under Section 148(1) of the
Companies Act, 2013 is not applicable to the Company as the Company does not fall under any of the categories
prescribed under Section 148(1) of Companies Act, 2013.

32. PUBLIC DEPOSIT

During the Financial Year 2024-25 under review, the Company has neither invited nor accepted any public
deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies
(Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule (8)(1) of the Companies
(Accounts) Rules, 2014 (as amended) are acquired to be given or provided.

33. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company during the year under review with Related
Parties were on arm’s length basis in terms of provisions of the Act. The Company’s Policy on dealing with
Materiality of Related Party Transactions is available on the website of the Company at
https://www.focuslightingandfixtures.com/focus investor/policies/Policv%20for%20Related%20Partv%20Tr
ansactions.pdf. All transactions with related parties were reviewed and approved by the Audit Committee and
are in accordance with the Policy on dealing with materiality of Related Party Transactions and the Related
Party Framework, formulated and adopted by the Company.

Further, there are no material significant RPT transactions that may have potential conflict with the interests of
listed entity at large. The company also obtains suitable approval of the members for the materially significant
related party transactions, in line with Regulation 24 of the SEBI (LODR) Regulations, 2015.

The Company in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015 submits immediately on the
date of publication of its Standalone and Consolidated Financial results for the half year, disclosures of related
party transactions on a consolidated basis, in the format specified by the SEBI to the National Stock Exchanges.

In terms of Section 134(3)(h) of the Companies Act, 2013, the details of material contracts/arrangements
entered into with Related Parties are provided in Form AOC-2 is attached as an “Annexure VI” to this Report.
The details of the transactions with Related Parties are provided in the accompanying financial statements as
required under Accounting Standard 18.

In line with the requirement of the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations,
2015, your Company has adopted a Policy on Related Party Transactions which is available at Company’s
website at:

https://www.focuslightingandfixtures.com/focus investor/policies/Policy%20for%20Related%20Party%20Tr
ansactions.pdf.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant & material orders passed by the Regulators/Courts which would impact the going
concern status of the Company and its future operations.

35. RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy to identify, assess, monitor and mitigate various risks to
key business objectives, which is uploaded on the website of the Company:

https://www.focuslightingandfixtures.com/focus investor/general policies/Risk%20Management%20Policy.
pdf. Major risks identified by the businesses and functions are economic environment and market conditions,
political environment, competition, revenue concentration and liquidity aspects, inflation and cost structure,
technology obsolescence, legal (Statutory Compliances), project execution, contractual compliance,
operational efficiency, hurdles in optimum use of resources, quality assurance, environmental management,
loss of key personnel, financial, culture and values, fluctuations in foreign exchange are systematically
addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit
Committee and the Board of Directors of the Company. In the opinion of the Board, none of the above-
mentioned risks threaten the existence of the Company.

Pursuant to the Regulation 21 of the SEBI (LODR) Regulations, 2015 with respect to the formation of the Risk
Management Committee, the same is not applicable to the Company for the Financial Year ended March 31,
2025.

36. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability,
confirm that:

• in the preparation of the Annual Financial Statements, for the Financial Year ended March 31, 2025, the
applicable accounting standards had been followed and there were no material departures;

• such Accounting Policies as mentioned in the Notes to the Financial Statements have been selected and
applied consistently and judgement and estimates have been made 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;

• that proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

• that the annual financial statements have been prepared on a going concern basis;

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

• that systems to ensure compliance with the provisions of all applicable laws are in place and are adequate
and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by
the Company, work performed by the statutory and external consultants and the reviews of the management
and the relevant Board committees, including the audit committee, the Board is of the opinion that the
Company’s internal financial controls were adequate and effective during the year under review.

37. DIRECTORS’ & OFFICERS’ LIABILITY INSURANCE

During the year under review, the Company has voluntary undertaken Directors and Officers Liability
Insurance for all its Directors & Officers as per the requirements of Regulation 25(10) of the SEBI (LODR)
Regulations, 2015.

38. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee, as per the provisions of
Section 135 of the Companies Act, 2013, vide resolution passed in the meeting of the Board of Directors held
on 29^th June, 2018.

The Company has adopted and formulated CSR Policy as recommended by CSR Committee in the Meeting of
Board of Directors held on 28^th June, 2021. It shall be effective from 1^st April, 2021 and the same shall be
available on the Company’s website:

https://www.focuslightingandfixtures.com/focus investor/general policies/Corporate%20Social%20Responsi
bilitv%20Policv .pdf

During the Financial Year 2024-25, the CSR Committee met thrice. A brief outline of the CSR Policy and a
detailed breakup of expenditure carried out on CSR activities have been disclosed in the Corporate Social
Responsibility Report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014 as attached as an “Annexure C” to this report.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING OUTGO

Information on conservation of energy, technology absorption, Foreign Exchange earnings and outgo required
to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules,
2014 are provided hereunder:

A. CONSERVATION OF ENERGY:

The steps taken or impact on conservation of energy and utilizing alternate sources of energy:

The Company is taking due care for using electricity in the offices and factories. The Company ensures that it
takes care for optimum utilization of energy.

We also use highly efficient lamp technology with optical technology in our factory to increase the efficiency.
All the lights used in our Ahmedabad Factory are LED lights which leads in reduction of energy consumption
& reduces air conditioning load. The Company is not using any alternate source of energy.

The capital investment on energy conservation equipment’s: No capital investment on energy conservation
equipment made during the financial year 2024-25.

B. TECHNOLOGY ABSORPTION: Nil

In case of Led technology (imported during the last three years reckoned from the beginning of the
financial year:

a. The details of technologies imported. - Nil

b. The year of import - NA

c. Whether the technology been fully absorbed. - NA

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof. - NA

The expenditure incurred on research and development:

Research and Development Charges - NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo
during the year in terms of actual outflows:

The Company has earned foreign exchange on export of goods as follows:

Export Sales - Rs. 1,941.87 Lakhs.

The Company has expended foreign exchange on import of goods as follows:

Imports of Goods/ Material - Rs 2,707.31 Lakhs

40. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given below.

a) Ratio of remuneration of each Director to the employees’ median remuneration and percentage increase
in the median remuneration of each Director, Chief Financial Officer, Chief Executive officer, Company
Secretary or Manager in the financial year 2024-25:

Name of the Director	Remuneration in the Year 2024-25 (Rs. in Lakhs)	Percentage increase in remuneration from previous financial year 2023-24	Ratio
Mr. Amit Sheth	99.99	-	20.66
Mrs. Deepali Sheth	42	-	8.67
*Mr. Tarun Udeshi	40.2	34%	-
**Mrs. Drashti Senjaliya	10.84	15%	-
*Ms. Shruti Seth	2.01	***-	-

*The above-mentioned remuneration details are exclusive of Bonus.

**During the year under review, Mrs. Drashti Senjaliya tendered her resignation and consequently
ceased to hold the office of Company Secretary and Compliance Officer of the Company with effect from
January 14, 2025. In her place, the Board of Directors has, appointed Ms. Shruti Seth as the Company
Secretary and Compliance Officer of the Company with effect from February 08, 2025.

***Since the remuneration pertains only to a part of the financial year 2024-25, the percentage increase
is not comparable and, therefore, has not been disclosed.

b) The percentage increase in the median remuneration of employees in the financial year: 23.4%

c) Number of permanent Employees on the roll of the Company as on March 31, 2025:

Sr. No	Particulars	Number of Employees
1.	Male	150
2.	Female	29
3.	Transgender	0
Total		179

d) Average percentile increases already made in the salaries of employees other than managerial personnel
in FY 2024-25 and its comparison with the percentile increase in the managerial remuneration and
justification thereof:

During the financial year 2024-25, the average annual increase in salaries of Employees other than the
managerial personnel was 15.54%, during the financial year 2024-25, average annual increase in the
managerial remuneration was -15.26%, there are no exceptional circumstances for the increase in the
managerial remuneration during the financial year 2024-25. There is only change of the managerial
personnel and the remuneration is in line with the market trends in the respective Industry. Further,
considering the enlargement of roles and responsibilities handled by Directors, it was essential to provide
them remuneration in lines to the scope of work performed by them.

e) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the
Company.

f) There is no Employee covered under the provisions of section 197(14) of the Act except:

The following are the Employee in the Company who drew remuneration in excess of Rs. 8,50,000/ - per
month or Rs. 1,02,00,000/ - per annum during the period under review. Hence, the disclosure as per Rule
5(2) of the Companies (Appointment and Remuneration) Rules, 2014 is as follows:

Sr N o	Na me of the em plo yee s	Desig natio n	Remune ration received (Rs.)	Nature of employm ent, whether contractu al or otherwise	Qualificati ons and experience of the employee	Date of comme nceme nt of employ ment	Age of empl oyee	Last employment held by employee before joining the Company	Percenta ge of equity shares held by the employe e	Whether such employee is a relative of any Director/ Manager of the Company, if so, Name of such Director or Manager
1.	San	Natio	1,58,99,5	Perma-	Mechanical	12-05-	50	Asian Retail	0.46%	No
	tosh	nal	44	nent	Engineer	2011		Lighting
	Pras	Sales			and has			Limited
	ad	Head			experience
					of 27 years
					in the field
					of Lighting Industry.

41. MATERIAL CHANGES AND COMMITMENTS.

Acquisition of 100% Stake in Xandos Lighting And Fixtures Private Limited

With the intent to expand business operations, enhance market presence, and gain strategic control, the Board
of Directors, at its meeting held on December 24, 2024, accorded its consent to acquire 4,900 equity shares of

Xandos Lighting and Fixtures Private Limited ("Subsidiary Company"), representing the remaining 49% of its
equity share capital. This acquisition was aimed at converting the Subsidiary Company into a wholly-owned
subsidiary of Focus Lighting and Fixtures Limited.

During the Financial Year 2024-25, the Company acquired an additional 32.67% equity stake in the Subsidiary
Company, thereby increasing its total shareholding to 83.67% as on March 31, 2025. Subsequently, the
acquisition of the remaining equity shares was successfully completed on April 05, 2025. As a result, Xandos
Lighting and Fixtures Private Limited has become a wholly-owned subsidiary of Focus Lighting and Fixtures
Limited with effect from the said date.

The Company has complied with all applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, in connection with the said acquisition.

42. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as “the Act”) read
with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016
(hereinafter referred to as the “IEPF Rules”), the details on the statement of the unclaimed and unpaid Interim
and Final Dividends which was declared in the Financial year 2018-19, 2021-22, 2022-23 and 2023-24
respectively was intimated to the IEPF Authority through Form IEPF-2 for all the financial year as applicable.

43. OTHER DISCLOSURES GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were
no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. The details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

c. The details of difference between amount of the valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof.

d. There are certain material changes and commitments. The material change pertains to the Acquisition
of the equity shares of Xandos Lighting And Fixtures Limited and making it its wholly-owned
Subsidiary Company. This transaction is capable of affecting the financial position of the Company
which have occurred between the end of the financial year 2024-25 and the date of this report.

e. The Managing Director of the Company has not received any remuneration or commission from any of
the subsidiary companies.

f. The Company has not issued any sweat equity shares to its directors or employees; and

g. The Company securities were not suspended during the financial year.

44. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation and gratitude to all employees across various
levels for their unwavering dedication, teamwork, and commitment throughout the year. The Board also extends
its heartfelt thanks to the Company’s customers, shareholders, suppliers, vendors, bankers, business partners,
and the regulatory and government authorities for their continued trust, support, and cooperation.

For and on behalf of the Board of Directors,
Focus Lighting And Fixtures Limited

Sd/- Sd/-

Mr. Amit Vinod Sheth Mr. Deepali Amit Sheth

Managing Director Executive Director

DIN:01468052 DIN: 01141083

Date: August 05, 2025
Place: Mumbai

1

They meet the criteria of independence as prescribed under the provisions of the Section 149(6) of the
Companies Act, 2013, read with the Schedules and Rules issued thereunder, as well as of Regulation 16
of the SEBI (LODR) Regulations, 2015.

• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they
have registered themselves with the Independent Director’s database maintained by the Indian Institute
of Corporate Affairs, Manesar.

• In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties.

• In terms of Regulation 25(9) of the SEBI (LODR) Regulations, 2015, the Board of Directors has ensured
the veracity of the disclosures made under Regulation 25(8) of the SEBI (LODR) Regulations, 2015 by
the Independent Directors of the Company.

---

Mar 31, 2024

Your Board of Directors take immense pleasure in presenting the 19^th Director''s Report on the business and operations oFyour Company together with the Audited Financial Statements for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company for financial Year 2023-24 and 2022-23 is summarized as below:

(Rs in Lacs)

Particulars	Consolidated		Standalone
	For Financial Year Ended		For Financial Year Ended
	31* March 2024	31* March 2023	31* March 2024	31* March 2023
Revenue from operations	22,381.09	16,858.38	15,558.94	16,215.90
Other income	622.52	137.73	416,17	70,88
Total Income	23,003.61	16,996.11	15,975.11	16,286.78
Less: Total Expenditure	(18,533.97)	(14,073.57)	[14,246.15)	(13,390.29)
Profit before Tax	4,469-64	2,922.53	1,728.96	2,896.48
Less: Provision for Tax	(597.69)	(653.28)	(597.69)	(653.28)
Profit/ floss) After Tax	3,871.94	2,269,25	1,131.26	2,243.19

• FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS

> Consolidated Performance:

During the year under review, your Company has recorded total income of Rs. 23,003.61 Lacs against Rs. 16,996,11 Lacs in the previous year resulting in rise of35,3463% over the previous year. Profit before tax for the financial year ended 31^a March, 2024 is Rs. 4,469.64 Lacs as compared to the profit of Rs. 2,922.53 Lacs in the previous year resulting in rise of 52.9373%. Profit after tax is Rs. 3,871.94 Lacs as compared to profit of Rs. 2,269.25 Lacs in the previous year resulting in rise of 70.6264%

> Standalone Performance:

During the year under review, your Company has recorded total income of Rs. 15,975,11 Lacs against Rs. 16,286.78 Lacs in the previous year resulting in fell of -1.9136% over previous year. Profit before tax for the financial year ended 31^st March, 2024 is Rs. 1,728.96 Lacs as compared to profit of Rs. 2,896.48 Lacs in the previous year resulting in fall of-40.3082% Profit after tax is Rs. 1,131.26 Lacs as compared to the profit of Rs. 2,243.19 Lacs in the previous year resulting in rise of-49.5691%

• Transfer to Reserves:

The dosing baiance of the retained earnings of the Company for the Financial Year 2 024, alter all appropriations and adjustments was 8,956,36 Lacs,

2. BRIEF DESCRIPTION OF THE STATE OF COMPANY''S AFFAIRS * NEW TECHNOLOGY:

The Company is engaged in manufacturing & development of innovative of LED lights and fixtures is delighted to unveil a groundbreaking Outdoor Technology. The company takes immense pride in introducing Optical’ a revolutionary technology set on 07^th December, 20 23 to redefine the landscape of the outdoor lighting market Over the past year, the company has dedicated extensive efforts to address longstanding challenges and develop a Unique Outdoor Technology that is set to transform the landscape of outdoor lighting.

One of the industry''s persistent limitations, the narrow beam colour mixing, has now found a solution with Focus. The company has successfully achieved the narrowest beam (3 degrees), a feat unprecedented in the industry. Additionally, Focus has introduced a single lens technology that allows for seamless heam angle adjustments from narrow to wide, eliminating the need for changing fixtures.

Key features of the new Outdoor Technology include;

* Enhanced colour mixing capabilities

* Dynamic beam angle adjustments from super narrow to wide beam

* Improved adaptability for both existing and new product lines

Focus Lighting sets new industry standards by introducing groundbreaking solutions. The unique features of technology provide Focus with a distinct competitive advantage, making their products stand out in the market.

• ORDER BAGGED:

The Company has bagged orders on 01^st April, 2024 worth Rs. 7,49,99,673/- (Rupees Seven Crore Forty-Nine Lakh Ninety-Nine Thousand Six Hundred and Seventy-Three Only) (excluding GST) from Navi Mumbai International Airport Private Limited to manufacture, suppiy, and delivery of Lighting and Fixtures.

Awarded by a prominent domestic entity, this contract mandates adherence to the stringent terms and conditions set forth by Navi Mumbai International Airport Private Limited. The Company is committed to ensuring timely delivery and seamless installation of the lighting and fixtures, prioritizing quality, and efficiency throughout the process.

Scheduled for completion within the financial year 2024-25, the supply will be executed in various stages as per the mutually agreed-upon terms. This significant commercial endeavour not only underscores the company’s capabilities but also represents a noteworthy milestone in its ongoing growth and success in the industiy.

3. SHARE CAPITAL INCLUDING CHANGE IN CAPITAL STRUCTURE

During the year under review, the Company in its 18^th Annual General Meeting held on 31^st August, 2023 has approved the Sub-Division of Equity Shares from lace value of Rs. 10/- to Rs. 2/- each, accordingly, the Authorised Share Capital of the Company has been changed from Rs, 15,00,00,000/- (Rupees Fifteen Crores Only) Share Capital divided into 1,50,00,000 Equity Shares of face value of Rs. 10/- each to "Rs. 15,00,00,000 (Rupees Fifteen Crores Only) Share Capital divided into 7,50,00,000 Equity shares of face value ofRs. 2/- each"

Further, the Nomination and Remuneration Committee in its meeting held on 20^th November, 2023 has allotted 8,20,000 (Eight Lakh Twenty Thousand) Equity Shares of face value ofRs, 2/- each at a premium of Rs. 10.6/- each aggregating to Rs. 1,03,32,000/- (Rupees One Crore Three Ukh Thirty-Two Only) to FLFL Employee Welfare Trust pursuantto ESOP 2019.

Taking into consideration of the above changes, the issued, Subscribed and Paid-up Share Capital of the Company has been changed to Rs, 13,25,61,150/- (Rupees Thirteen Crore Twenty-Five Lakh Sixty-One Thousand One Hundred and Fifty Only) divided into 6,62,80,575 (Six Crore Sixty-Two Lakh Eighty Thousand Five Hundred and Seventy-Five Only) Equity Shares of face value ofRs. 2 /- (Rupees Two) each as on 31^st March, 2024.

4. PARTICULARS OF LOANS, GUARANTEES, SECURITIES, AND INVESTMENTS

Pursuantto Section 186 of the Companies Act, 2013, the Company has made loan, investment, guarantees and securities on loan given, under the Financial Year 2023-24 as stated in Note 4, 5 & 12 of the Company''s Standalone Financial Statements during the year under review,

$. DIVIDEND

Pursuant to Section 123 of the Companies Act 2013, your Board of Directors are pleased to recommend a Dividend at the rate of Rs, 0,50/- per equity share for the financial year 2023-24. The proposed dividend which is subject to the approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 3,31,40,287.5/- (Rupees Three Crore Thirty-One Lakhs Forty Thousand Two Hundred and Eighty-Seven Rupees Five Paisa Only) (inclusive of TDS). The dividend would be payable to ail Shareholders whose names appear in the Register of Members as on the Record Date i.e., 30th August, 2024.

6. ESOPS

Pursuant to the approval of the Members through Postal Ballot on 23^th December, 2019, the Company had adopted the ''Focus Lighting And Fixtures Limited Employee StockOption Plan 2019'' ("the Plan") for issuance of the employee stock options ("Options") through Trust Route to the eligible employees of the Company & its Subsidiaries. This scheme is administered by the Nomination & Remuneration Committee of the Company.

In this regard, the National Stock Exchange had granted In-principle approval on 5^th March, 2021 for listing upto a maximum of 5,00,000 Equity shares of Rs. 10/- each. However, post Sub-Division of Equity Shares the ln-principle approval shall be deemed to be 25,00,000 Equity Shares of Rs, 2/- each with effect from 06^th October, 2023.

During the year under review, the FLFL Employee Welfare Trust has transferred ESOP shares to eligible employees of the Company as per below table:

Sr No	Number of ESOP shares	Completion date
1.	2,10,000	29th August, 2023
2.	4,86,250	27th March, 2023

Further, the Nomination and Remuneration Committee in its meeting held on 20^th November, 2023 had allotted 8,20,000 equity shares to "FLFL Employee Welfare Trust" and received the Listing Approval from the Exchange on 12^th December, 2023.

The Plan being is in compliance with Regulation 13 of the SEB1 (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended from time to time. Further, a Certificate to that effect is obtained from the Secretarial Auditors of the Company Le., M/s. Rathod & Co., Practicing Company Secretaries and attached as an "Annexure I

The disclosure requirements in terms of Regulation 14 of the 5EB1 (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, for the Plan, are made available on the Company''s website and can be accessed using the link:

toW/jwm focus ligh ti ngand fixt ures .co m/in vesto rs/esops/.

7. BORROWINGS

Pursuant to Section 180 of the Companies Act, 2013, the Company''s Standalone Working Capital Demand Term Loan is Rs. 1,142,68 Lacs and short-term loans availed were Rs. 99,14 Lacs for the financial year ended on 31^iT March, 2024.

8. DETAILS OF LOAN FROM DIRECTORS:

Pursuant to Section 185 of the Companies Act, 2013, the company has not taken loan from the Directors or their relatives during the year under review.

9. CHANGE IN THE NATURE OF BUSINESS

For sustained growth in the future, Company wants to rely on the main businesses of Company. Thus, the re is no change in the nature of the business of the Company during the year.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Currently, the Company have 3 (three) Un-Listed subsidiaries within and outside India, the details of which as on 31^st March, 2024 are stated below:

Name of the Material Subsidiary(les)	Name of the Non-Material Subsi di ary (ies)
Plus Light Tech -¦ F.Z.E.	Xandos Lighting and Fixtures Private Limited
	Focus Lighting & Fixtures Pte. Ltd

After the closure of the financial year ended on 31^4t March, 2024, pursuant to Regulation 24(1) of SEBI (LODR), Regulation 2015, Mr, Chetan Shah (DIN: 08038633) has been appointed as an Independent Director on the Board of Plus Light Tech - F.Z.E, a Wholly Owned Subsidiary with effect front 24^ May, 2024.

Mr. Shah has given his consent in Form DIR-2 and Declaration of Independence to the Board of Focus Lighting And Fixtures Limited in its Meeting held on 24^th May, 2024.

Further based on the threshold limit, Focus Lighting & Fixtures Pte. Ltd is the Material Subsidiary for the Financial Year 2024-25.

The Policy on Material Subsidiary framed by the Board of Directors of the Company is available on the Company''s Website at the following link:

https://www.focuslightingandfixtures.com/focus investor/policies/Policy%20on%20Material%20Subsidiary%20u

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013 as on 31^st March, 2024. Further, there has been no material change in business of any of the subsidiaries.

In accordance with Section 136 of the Act, the Standalone and Consolidated Audited Financial Statements along with related information of the Company and separate Audited Financial Statements of each of the Subsidiary Companies, are available on our website at: www.focuslightingandFixtures.com.The necessary disclosures in respect of the material subsidiary are mentioned in the Corporate Governance.

A statement containing the salient features of Financial Statements of subsidiaries in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rules and is attached as an "Annexure V"

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONS

The Board of Directors and Key Managerial Personnel comprise of eminent and experienced professionals in the industry. The Composition of the same as on 31^st March, 2024 consist of various Executive and Non-Executive Directors including Independent Directors and Women Director in accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015 who have wide and varied experience in different disciplines of corporate functioning.

Your Board of Directors has 6 (Six) Directors comprising of two Executive Directors considering of Managing Director and Woman Director, three Non-Executive Independent Directors and One Non-Executive Non-Independent Director.

The current composition of the Board of Directors including Key Managerial Personnel as on 31st March, 2024 are detailed below:

Sr. No.	Name	DIN/PAN	Category	Date of Appointment
1.	Amit Vinod Sheth	01468052	Managing Director	11/08/2005
2.	Deepali Amit Sheth	01141083	Executive Director	11/08/2005
3.	Chetan Navinchandra Shah	08038633	Independent Director	29/12/2017
4.	Mahesh Karsandas Rachh	00458665	Independent Director	29/12/2017
5.	Sanjay Surajmal Gaggar	03083767	Independent Director	11/08/2022
6.	Khushi Amit Sheth	09351537	Non-Executive Non-Independent Director	08/10/2021
7.	Drashti Deepkumar Senjaliya	BHEPB9334G	Company Secretary	13/11/2020
8.	Tarun Ramesh Udeshi	AAJPU9806D	Chief Financial Officer	11/11/2019

12. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS

Pursuant to the applicable provisions of Section 152 of the Companies Act, 2013, Mrs. Deepali Amit Sheth, (DIN: 01141083), Executive Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Based on the performance evaluation and recommendation from the Nomination and Remuneration Committee, the Board recommends her reappointment Her brief resume as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the Notice of the Annual General Meeting.

There are no other changes in the composition of Board of Directors except as stated above.

13. INDEPENDENT DIRECTOR

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non-Executive Independent Directors. A separate meeting of Independent Directors was held during the year 2023-24 on 13¹*¹ February, 2024, which was duly attended by all Independent Directors.

The Independent Directors have shared their views on Chairman, Board as a whole, Committees, and individual Directors for assessing the quality, quantity and timeliness of flow of information between Company, Management and Board amongst themselves.

The Company has received the following declarations from all the Independent Directors at the beginning of the financial year confirming that:

* They meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the SEBI (LODR) Regulations, 2015.

• In terms of Rule 6(3] of the Companies (Appointment and Qualification of Directors] Rules, 2014, they have registered themselves with the Independent Director''s database maintained by the Indian Institute of Corporate Affairs, Mancsar

* In terms of Regulation 25(B) of the SEBI (LODR] Regulations, 2015* they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

• In terms of Regulation 25(9] of the SERI (LODR) Regulations, 2015, the Hoard of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the SEBI (LODR) Regulations, 2015 by the Independent Directors of the Company,

As per the Rule 6 of the Companies (Appointment and Qualification of Directors] Rules, 2014, Mr. Chetan Shah and Mr. Sanjay Gaggar, Independent Directors have successfully passed an Online Proficiency Seif- Assessment Test conducted by the Indian institute of Corporate Affairs of India. However, Mr. Mahesh Rachh is exempted from the above test

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified io Act as well as the Rules made thereunder and are independent of the management.

The Independent directors have complied with the Code applicable for Independent Directors as stipulated under the Schedule IV of the Companies Art, 2013.

14. COMMITTEES OF THE BOARD

The Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are provided In the Corporate Governance Report as an "Annexure B" to this report

15. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION, PROHIBITION AND REDRESSAL] ACT, 2013:

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressai) Act 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace which is available on the Company''s Website at the following link:

https: / / www. focus li ghti ngand fixtures .com / focus investo r /ge nera I poli cies /P re ventio n% 2 0of% 2 OSexua I % 2 011 aras sment%20Pobey,pdf for prevention, prohibition and redressai of sexual harassment at workplace and an internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redressai of the complaints. All employees (permanent, contractual, temporary, trainees etc. are covered under this policy.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressai] Art, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

During the year under review, the Board in its Meeting held on 13^th February, 2024 has re-constituted the Internal Compliant Committee (ICC) and made necessary amendments therein which are as follows. The revised policy has been disseminated on the Website of the Company.

Sr. No.	Existing	Proposed	Designation
1.	Mrs. Dimple foshi	Mrs. Dimple joshi	Presiding Officer & Chairperson
2.	Mrs, Drashti Bhimani	Mrs, Drashti Senjaliya	Member
3.	Mr. Jitesh Doshi	Mr. Jitesh Doshi	Member
4.	Mr. Nilesh Ravindra Haldankar	Mr. Vishal Soni	Member from NGO (External)
5	-	Mrs. Kinnari Shah	Member

16. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with Regulation 22 of SEBl (LODR) Regulations, 2015 and Section 1?7 of the Companies Act, 2013 for employees and Directors to report their genuine concerns ah out unethical behaviours, actual and suspected fraud or violation of the Code of Conductor policy. It provides for adequate safeguards against the victimization of the Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. None of the whistle-blower has been denied access to the Audit Committee. The said Policy is available on the Company¹ s Website:

https://www. focus lightings nd Fixtures .com / focus in vesto r/po iici cs / Vi gi 1% 2 Q Meehan ismuptjf

17. BOARD EVALUATION

Pursuant to the provisions of Section 134 and 178 of the Companies Act, 2013, SEBl (LODR) Regulations, 2015 and as per the appointment criteria tor Directors & Senior Management Personnel and their remuneration Policy, the Nomination and Remuneration Committee in its Meeting held on 24^th May, 2024 has carried out an Annual performance evaluation of the Chairman, Board as a whole, its Committee and individual Directors excluding Independent Directors themselves. Since Nomination and Remuneration Committee consist of all Independent Directors, the performance evaluation of the Independent Directors is carried out by the Board of Directors in Its Meeting held on 24^ May, 2024,

Further, as per Regulation 17(10) of SEBl (LODR), 2015, the evaluation of Independent Directors shall be done by the entire board of directors and which has been covered in the Corporate Governance Report which forms a part of this Annual Report

The independent Directors also reviewed on 13^th February, 2024, the performance of: Non-independent Directors, the Board as a whole and Chairman of the Board of Directors, after taking into account the views of Executive Director and Non-executive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon.

18. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration, evaluation and other matters as provided under Section 178 of the Act and Listing Regulations. The copy of the same, namely the Appointment Criteria for Directors and Senior Management and their Remuneration Policy is attached as Annexure A to this report.

19. MEETINGS OF THE BOARD

The Board of Directors during the Financial Year 2023-24 has met 6 (six) times. The Board meets at regular intervals to discuss the Business and Compliance matters of the Company. The details of the Meetings of the Board of Directors and the Committees of the Board of Directors and their respective constitution are stated in the Corporate Governance Report attached which forms a part of this Board''s Report

The Board has constituted the following Mandatory Committees of the Board of Directors:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder’s Relationship Committee

• C orp orate Social Resp onsi bi lity C omm itte e

During the year under review, all the recommendations made by the Audit Committee were approved by the Board of Directors.

Further, the Board of Directors have adopted various policies on the functioning and running of the Board of Directors as mandated by the SEBI (LODR) Regulations, 2015 and which are also available on the website of the Company at

www.focusltehtinEandfbctures.com.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved hy the Audit Committee and the Board of Directors. The internal Financial Controls are adequate and working effectively. The scope and authority of the internal Audit is laid down by the Audit Committee and accordingly, the internal Audit Plan is laid out to maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

The internal Auditors, being professional Chartered Accountants, monitor and evaluate the efficacy and adequacy of internal control system in the Company. Based on the report of internal audit; process owners/concerned departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board,

21. CORPORATE GOVERNANCE

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report together with the requisite Certificate as received from;

> The Secretarial Auditor of the Company regarding compliance of conditions of Corporate Governance as stipulated under the listing Regulations attached in the Corporate Governance Report, The same is attached as an "Annexure III*

> The Chief Executive Officer and Chief Financial Officer of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal financial control measures and reporting of matters to the Audit Committee. The same is attached as an ‘''Annexure II”

> A declaration stating that members ofthe Board and Senior Management Personnel have affirmed the compliance with the Code of Conduct of the Board and Senior Management Personnel forms part to the report on Corporate Governance.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and is disclosed separately as part ofthe Annual Report as an "Annexure E"

23. DISCLOSURE OF ACCOUNTING TREATMENT:

During the year under review, there has been no changes in Accounting Policies and Practices. These Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 notified under Section 133 ofthe Companies Act, 2013 (the ’Act¹) and other relevant pm visions of the Act The Financial Statements up to and for the year ended 31st March, 2024 was prepared to comply in all material aspects with the Accounting Standards specified under Section 133 ofthe Act read with Rule 7 ofthe Companies (Accounts) Rules, 2014 and the relevant provisions ofthe Act, The previous year figures have been regrouped/ reclassified or restated, so as to make the figures comparable with the figures of currentyear.

24. SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (SCSI) and notified by the Central Government from time to time.

2$. ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 read with proviso to Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended) the Annual Return of the Company for the Financial Year ended 31* March, 2024, in the prescribed Form MGT-7 is available on the website of the Company

https V/w^vwt fp_c.y_sjjghtii!ga_ri d flxtures.com/inYgi?tefS/anp ual-return /

26L STATUTORY AUDITOR’S REPORT

The Company has appointed M/s. N P Patwa & Co., Chartered Accountants, Firm Registration No. 107845W as a Statutory Auditors for a period of (five) 5 years, in their 15^th Annual General Meeting held on 29^tl* September 2020, They hold office till the 20* AGM to be held in the year 2025 as per the provisions of Section 139 of the Companies Act, 2013.

The Board has received a consent letter from the Statu toiy Auditors, stating their eligibility to conduct the Statutory Audit As required under SEBI (LODR) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India,

The Board of Directors have revised the remuneration of M/s. N P Patwa & Co, during the Financial Year 2023-24. The details of the remuneration paid to the Statutory Auditors in Financial Year 2023-24 is provided in the Financial Statements,

The Statutory Auditors'' Report does not contain any qualifications, reservations, adverse remarks, or disclaimers, hence do not require any reply from the Board of Directors of the Company,

27. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Rathod &Co., Practicing Company Secretaries who holds a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India, as a Secretarial Auditor of the Company for the Financial Year 2023-24 to conduct an Secretarial Audit of the secretarial records and compliances in accordance with the applicable provisions of the various Acts, Rules and Regulations For the financial year ended on 31^st March, 2024.

The Secretarial Auditors Report for the Financial Year 2023-24 is attached as an "Annexure D" to this report

The Secretarial Compliance Report for the financial year ended 31^st March, 2024, in relation to compliance of all applicable SEBl Regulations/cir cuter s/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of SEBI (LODR) Regulations, 2015 is available on the website of the Company

28. INTERNAL AUDITORS

The Board had appointed Nandoia & Co, Chartered Accountants as the Internal Auditors for the Financial Year 202324. The Report ofthe internal Auditors Report were placed before the Audit Committee and Board of Directors for their review and process improvement

29. REPORT ON FRAUD U/S 143(12) OF THE COMPANIES ACT, 2013

None ofthe Auditors ofthe Company during the performance of their duties reported that there is any fraud that have been identified or detected or any offence of fraud committed by the Company or its officers or employees as per Section 143(12) ofthe Companies Act, 2013 for the financial year ended 31^5t March, 2024.

30. MAINTENANCE OF COST RECORDS

The maintenance of Cost records as specified by the Central Government under Section 1-48(1) of the Companies Act, 2013 is not applicable to the Company as the Company does not fall under any of the categories prescribed under Section 148(1) of Companies Act, 2013.

31. PUBLIC DEPOSIT

During the Financial Year 2023-2024 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit} Rules, 2014. As such, no specific details prescribed In Rule (8)(1) of the Companies (Accounts) Rules, 2014 (as amended) are acquired to be given or provided.

32. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were on arm''s length basis in terms of provisions of the Act The Company''s Policy on dealing with Materiality of Related Party Transactions is available on the website of the Company at

tions%2Qupdated%2Qw.e.f%2010.02.2022.pdf. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company,

Further, there are no material significant RPT transactions that may have potential conflict with the interests of listed entity at large. The company also obtains suitable approval of the members for the materially significant related party transactions, in line with Regulation 24 of the SEBJ (LODR) Regulations, 2015.

The Company in terms of Regulation 23 of the SEB1 (LODR) Regulations, 2015 submits within 15 days/immediately from the date of publication of its Standalone and Consolidated Financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges.

in terms of Section 134(3) (h) of the Companies Act, 2013, the details of material contracts/arrangements entered into with Related Parties are provided in Form AOC-2 is attached as an "Annexure VI" to this Report The details of the transactions with Related Parties are provided in the accompanying financial statements as required under Accounting Standard IB.

in line with the requirementofthe Companies Act, 2013 and Regulation 23 of the SFBI (LODR) Regulations, 2015, your Company has adopted a Policy on Related Party Transactions which is available at Company''s website at:

https ;//www.focu si ightinga ndfixtures.com /focus invpstor/po licies/Po) icy%20for%20 Related^ 0Party%2QTransac tions% 20upd ated.%2 0 w.e.f%2010.02.2022 ,cdf

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant & material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

34. RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives, which is uploaded on the website of the Company: hRpSi//Ww,focus]jghti hgandfixtures.com/focus Jnve&tgr/generaLpolicie$/Rislc%20Management%20Poljcy_rpdf Major risks identified by the businesses and functions are economic environment and market conditions, political environment, competition, revenue concentration and liquidity aspects, inflation and cost structure, technology obsolescence, legal (Statutory Compliances), project execution, contractual compliance, operational efficiency, hurdles in optimum use of resources, quality assurance, environmental management, loss of key personnel, financial, culture and values, fluctuations in foreign exchange are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company, In the opinion of the Board, none of the above-mentioned risks threaten the existence of the Company.

Pursuant to the Regulation 21 of the SEB1 (LODR) Regulations, 2015 with respect to the formation of the Risk Management Committee, the same is not applicable to the Company for the Financial Year ended 31^st March, 2024.

35. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

• They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

• They had 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;

¦ They had prepared the annual accounts on a going concern basis;

• They had laid down internal financial co ntrols to be Foil owed by th e Company and such i nternal financial contra Is are adequate and operating effectively;

• They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Eased on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the statutory and external consultants and the reviews of the management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year under review.

36. DIRECTORS'' & OFFICERS’ LIABILITY INSURANCE

During the year under review, the Company has voluntary undertaken Directors and Officers Liability Insurance for all its Directors & Officers as per the requirements of Regulation 25(10) ofthe SEBi (LGDR) Regulations, 2015.

37. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee, as per the provisions of Section 135 ofthe Companies Act, 2013, vide resolution passed In the meeting of the Board of Directors held on 29^th June, 2018.

The Company has adopted and formulated CSR Policy as recommended by CSR Committee in the Meeting of Board of Directors held on 28^ June, 2021. It shall be effective from 1^st April, 2021 and the same shall be available on the Company''s website:

https;//wwwf opus lighti ng^ nd fixtures ,com/focus investo r/gene raLpoli des/C orp o rate%2 0 $ oci a 1% 2 0 Resp onsibi I ity %2 0Pollty.pdf.

The amended Policy provides for the formulation of an annual action plan by the Committee.

During the Financial Year 2023-24, the CSR Committee met thrice, A brief outline of the CSR Policy and a detailed breakup of expenditure carried out on CSR activities have been disclosed In the Corporate Social Responsibility Report in the format prescribed in the Companies [Corporate Social Responsibility Policy) Rules, 2014 as attached as an "Annexure-C" to this report

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING OUTGO

Information on conservation of energy, technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

A. CONSERVATION OF ENERGY;

The steps taken or impact on conservation of energy and utilizing alternate sources of energy:

The Company is taking due care for using electricity in the offices and factories. The Company ensures that it takes care for optimum utilization of enei^gy.

We also use highly efficient lamp technology with optical technology in our factoiy to increase the efficiency. All the lights used in our Ahmedabad Factory are LED lights which leads in reduction of energy consumption & reduces air conditioning load- The Company is not using any alternate source of energy.

The capital Investment on energy conservation equipment''s: No capital investment on energy conservation equipment made during the financial year 2023-2024,

B. TECHNOLOGY ABSORPTION: Nil

In case of Led technology (Imported during the last three years reckoned from the beginning of the financial year:

a. The details of technologies imported. - Nil

b. The year of import - NA

c. Whether the technology been fully absorbed. - NA

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof, - NA The expenditure incurred on research and development:

Research and Development Charges - Rs. 0,113 Lacs

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

The Company has earned foreign exchange on export of goods as follows:

Export Sales - Rs. 2,255.54 Lacs

The Company has expended foreign exchange on import of goods as follows:

Imports of Goods/ Material - Rs 2,847.51. Lacs

39. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) Ratio of remuneration of each Director to the employees’ median remuneration and percentage increase in the median remuneration of each Director, Chief Financial Officer, Chief Executive officer, Company Secretaiy or Manager in the financial year 2023-24;

Name of the Director	Remuneration in the Year 2023-24 (Rs. in Lacs)	Percentage Increase In remuneration from previous financial year 2022-23	Ratio
Mr. Amit Vinod Sheth	99.99	-	25.49
Mrs. Deepali Amit Sheth	42	-	10.70
*Mr. Tarun Udcshi	30	25%	-
*Mrs. Drashti Senjaliya	12.14	10%	-

*The above-mentioned remuneration details are exclusive of Bonus,

b) The percentage increase In the median remuneration of employees In the financial year: 8.71%

c) Number of permanent employees on the rolls of the Company as on 31^st March, 2024:166

d) Average percentile increase already made in the salaries of employees other than managerial personnel In FY 2023-24 and its comparison with the percentile increase in the managerial remuneration and justification thereof:

Du ring the financial year 2023-24, the average annual increase in salaries of employees other than the managerial personnel was 15.40%, during the financial year 2023-24, average annual increase in the managerial remuneration was 2.04%, there are no exceptional circumstances for the increase in the managerial remuneration during the financial year 2023-24. There is addition in the number of managerial personnel and the remuneration is in line with the market trends in the respective Industry. Considering the enlargement of roles and responsibilities handled by Directors, it was essential to provide them remuneration in lines to the scope of work performed by them.

e) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

f) There is no employee covered under the provisions of section 197 [14) of the Act except:

The following are the employee in the Company who drew remuneration in excess of Rs. 8,50,000/ - per month or Rs. 1,02,00,000/ - per annum during the period under review. Hence, the disclosure as per Rule 5(2) of the Companies [Appointment and Remuneration) Rules, 2014 is as follows:

Sr N o	Na me of the era plo yee s	Desig natio n	Re mu Tier ation received (Rs.)	Nature of employ ment, whether contract ual or otherwis e	Qualifies tio ns and experience of the employee	Date of corame nceme nt of employ ment	Age of empl oyee	Last employment held by employee before joining the Company	Percenta ge of equity shares held by the employe e	Whether such employee Is a relative of any Director/ Manager of the Company, If so, Name of such Director or Manager
1.	Sant	Natio	1,35,89,8	Perma-	Mechanical	12-05-	49	Asian Retail	0.29%	No
	osh	nal	24	?ent	Engineer and	2011		Lighting
	Pras	Sales			has			Limited
	ad	Head			experience of
					25 years in
					the field of
					Lighting Industry,

40. MATERIAL CHANGES AND COMMITMENTS.

Sub-Division/ Spilt of equity shares and Alteration In the Memorandum of Association:

In order to enhance the liquid ity of Company''s Equity Shares in the Stock Market and widen the shareholders base by making the Equity Shares of the Company more affordable to small investors, the Board of Directors of the Company in their meeting held on 24^th July, 2023 had accorded its consent to the Members of the Company for Sub-division/ Split of equity shares from face value of Rs. 10/- to Rs. 2/- each which was approved by the Shareholders in the 18* Annual General Meeting resulting into the Alteration of Memorandum of Association.

In the Capital Clause V of the Memorandum of Association of the Company, the Issued, Subscribed and Paid-up Share Capital of the Company has been changed to Rs. 13.25,61,150/- (Rupees Thirteen Crore Twenty-Five Lakh Sixty-One Thousand One Hundred and Fifty Only) divided into 6,62,80,575 (Six Crore Sixty-Two Lakh Eighty Thousand Five Hundred and Seventy-Five Only) Equity Shares of face value of Rs. 2/- [Rupees Two Only) each as on 31^st March, 2024. The same has been effective from 06^th October, 2023.

41. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), the details on the statement of the unclaimed and unpaid interim and Final Dividends which was declared in the Financial year 2018-19,2021-22 and 2022-23 respectively was intimated to the IEPF Authority through Form IEPF-2 For all the financial year as applicable.

42. OTHER DISCLOSURES GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

c. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

d. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report

e. The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies.

f. The Company has not issued any sweat equity shares to its directors or employees; and

g. The Company securities were not suspended during the financial year.

43. ACKNOWLEDGEMENT

Your Directors would like to place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors, Focus Lighting and Fixtures Limited

Sd/- S df-

Amit Vinod Sheth Deepali Amit Sheth

Date: 02nd August, 2024 Managing Director Executive Director

Place: Mumbai DIN: 01468052 DIN: 01141083

---

Mar 31, 2023

Your Board of Directors take immense pleasure in presenting the 18^th Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company for financial Year 2022-23 and 2021-22 is summarized as below:

(Rs in Lacs)
	Consolidated		Standalone
Particulars	For Financial Year Ended		For Financial Year Ended
	31st March 2023	31st March 2022	31st March 2023	31st March 2022
Revenue from operations	16,858.38	10,539.12	16,215.90	10,154.55
Other income	137.73	121.07	70.88	94.50
Total Income	16,996.12	10,660.19	16,286.78	10,249.05
Less: Total Expenditure	(14,073.58)	(10,065.66)	(13,390.30)	(9,760.72)
Profit before Tax	2,922.54	594.54	2,896.49	488.32
Less: Provision for Tax	(653.29)	(138.88)	(653.29)	(138.88)
Profit/ (loss) After Tax	2,316.17	455.66	2,243.20	349.44

• FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS

> Consolidated Performance:

During the year under review, your Company has recorded total income of Rs. 16,996.12 Lacs against Rs. 10,660.19 Lacs in the previous year resulting in rise of 59.435% over the previous year. Profit before tax for the financial year ended 31^st March, 2023 is Rs. 2,922.54 Lacs as compared to the profit of Rs. 594.54 Lacs in the previous year resulting in rise of 391.56% Profit after tax is Rs. 2,316.17 Lacs as compared to profit of Rs. 455.66 Lacs in the previous year resulting in rise of 408.311%.

> Standalone Performance:

During the year under review, your Company has recorded total income of Rs. 16,286.78 Lacs against Rs. 10,249.05 Lacs in the previous year resulting in rise of 60.388% over previous year. Profit before tax for the financial year ended 31^st March, 2023 is Rs. 2,896.49 Lacs as compared to profit of Rs. 488.32 Lacs in the previous year resulting in rise of 493.15% Profit after tax is Rs. 2,243.20 Lacs as compared to the profit of Rs. 349.44 Lacs in the previous year resulting in rise of 541.94%

While the inflationary environment continues to pose a challenge, however, we maintain a positive outlook on demand growth and gradual recovery of margins.

• Transfer to Reserves:

The closing balance of the retained earnings of the Company for the Financial Year 2023, after all appropriations and adjustments was 7,829 Lacs.

2. BRIEF DESCRIPTION OF THE STATE OF COMPANY''S AFFAIRS

• PRODUCT LAUNCHED:

Focus Lighting & Fixtures Limited (“the Company”) is a business of technology light Manufacturing Company. Recently, it has launched an innovative and unique kind of product one of them is “Razor Outdoor Bollard”

The product has been designed around a highly specialized type of optic, engineered to generate an accurate and controlled light effect. It has a unique bollard with patented technology which will generate zero light pollution and reduce the quantity of light fixtures by less than one fourth. The Company has technology tie up with Bartenbach which is located in Germany and product designs from Serge Cornelissen which is located in Belgium.

The Razor in the newly launched product will have an edge over competitors and monopoly in the vertical market. It is the first foray of PLUS Light Tech in the architectural outdoor space. Further, the same aspires to set a benchmark by delivering the potential to the company and open a large segment which has been unexplored by Focus Lighting & Fixtures in past.

• CONTRACT AWARDED:

The Company has been awarded a contract worth ^13.50 Crore by Surat Smart City Development Limited to design and install a 3-D mapping-based light and sound show at Surat Castle.

The prestigious project includes designing, supplying, erecting, testing, and commissioning a state-of-the-art 3-D mapping based Light & Sound Show that will take three months to complete. The project will involve creating a sophisticated lighting and sound system that will create a stunning visual display for visitors to the castle which shall show case the history of Surat city from the ancient era to the modern era. This will be displayed with the help of projectors and content creation. This fort will attract tourists from all over the world.

The scope of the project encompasses both the design, supply, erection and testing work worth ^11.96 crore and an additional annual maintenance and operation contract worth ?1.54 crore for six years. This project will allow the Company to demonstrate its expertise in creating innovative and high-quality lighting and sound solutions. The company''s cutting-edge technology and innovative solutions in lighting technologies are sure to provide them an edge over the competition.

The project will involve utilizing 3-D mapping technology to project images and animations onto the castle walls, creating a dynamic and immersive experience. The Company may also create custom fixtures and other elements to enhance the overall effect. The stunning visual display will undoubtedly attract a lot of attention and is likely to encourage many more contracts in the future for Focus.

Being a Company''s first government project, it will bring more opportunities in the Government Sector in upcoming years.

3. SHARE CAPITAL INCLUDING CHANGE IN CAPITAL STRUCTURE

During the year under review, the Company in its 17^th Annual General Meeting held on 24^th September, 2022 has increased its Authorised Share Capital from Rs. 12,00,00,000/- (Rupees Twelve Cores Only) to Rs. 15,00,00,000 (Rupees Fifteen Crore Only) considering the increased fund requirements of the business operations.

Accordingly, as on 31^st March, 2023 the Authorised Share Capital of the Company is 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs Only) Equity Shares of face value of Rs. 10/- (Rupees Ten) each.

The Nomination and Remuneration Committee in its meeting held on 17^th June, 2022 has allotted 97,500 Equity Shares of Rs. 10/- each aggregating to Rs. 61,42,500/- (Rupees Sixty-One Lakh Forty-Two Thousand Five Hundred Only) to FLFL Employee Welfare Trust.

The Board in its Meeting held on 7^th October, 2022 has made an allotment of 28,58,815 Convertible Warrants on a Preferential Issues on Private Placement basis to the investors in the ratio of 1:1. The same was converted into 28,58,815 Equity shares of face value of Rs. 10/- each on the receipt of the full payment from the warrant holders on 12^th January, 2023.

Thereafter, the Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 13,09,21,150/-(Rupees Thirteen Crore Nine Lakh Twenty-One Thousand One Hundred and Fifty Only) divided into 1,30,92,115 (One Crore Thirty Lakh Ninety-Two Thousand One Hundred and Fifteen Only) Equity Shares of 10/- (Rupees Ten) each as on 31^st March, 2023.

4. PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

During the year under review, the Company has made loan, investment, guarantees and securities on loan given under the Financial Year 2022-23 as stated in Note 5 & 12 of the Standalone Financial Statements of the Company respectively.

5. DIVIDEND

Your Directors are pleased to recommend a Dividend at the rate of Rs. 1.50/- per equity share for the financial year 2022-23. The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 1,96,38,172.5/- (Rupees One Crore Ninety-Six Lakhs Thirty-Eight Thousand One Hundred and Seventy-Two Rupees Five Paisa Only) (inclusive of TDS). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Record Date i.e., 18^th August, 2023.

6. ESOPS

Pursuant to the approval of the Members through Postal Ballot on 28^th December, 2019, the Company had adopted the ''Focus Lighting And Fixtures Limited Employee Stock Option Plan 2019'' (“the Plan”) for issuance of the employee stock options (“Options”) through Trust Route to the eligible employees of the Company & its Subsidiaries. This schemes are administered by the Nomination & Remuneration Committee of the Company.

In this regard, the National Stock Exchange had granted in-principle approval on 5^th March, 2021 for listing upto a maximum of 5,00,000 Equity shares of Rs. 10/- each.

Thereafter, the Company had allotted 97,500 shares to “FLFL Employee Welfare Trust” and received the Listing Approval from the Exchange on 28^th June, 2022.

The eligible employees who were granted the options was eligible to exercise, and accordingly have subscribed 55,500 Equity shares out of 97,500.

The Nomination and Remuneration Committee (NRC) has further granted options convertible into Equity shares of face value of Rs. 10/- to the eligible employees of Company including subsidiaries accordingly to ESOP Plan 2019 as per the below table:

Sr No	Number of Options granted during the Financial Year:
	2021-22	2022-23	Date of approval by NRC
1	2,90,000	-	10th February, 2022
2	-	1,00,000	18th May, 2022
3	-	1,10,000	27th March, 2023

The Plan being is in compliance with Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended from time to time. Further, a Certificate to that effect is obtained from the Secretarial Auditors of the Company i.e., M/s. Rathod & Co., Practicing Company Secretaries and attached as an “Annexure I

The disclosure requirements in terms of Regulation 14 of the SEBI (Share Based Employee Benefits &

Sweat Equity) Regulations, 2021, for the Plan, are made available on the Company''s website and can be accessed using the link: https://www.focuslightingandfixtures.com/investors/esops/.

7. BORROWINGS

As on 31^st March, 2023, the Company''s (Standalone) Working Capital Demand Term Loan is NIL and short-term loans availed were Rs. 295 Lacs.

8. DETAILS OF LOAN FROM DIRECTORS:

The company has taken loan from the Directors or their relatives during the year under review. Details of the same are mentioned in the Financial Statement. Further the Company has taken the declaration from the directors regarding the same.

9. CHANGE IN THE NATURE OF BUSINESS

For sustained growth in the future, Company wants to rely on the main businesses of Company; there is no change in the nature of the business of the Company during the year.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Currently, the Company have 3 (three) Un-Listed subsidiaries, the details of which are stated below:

Name of the Material Subsidiary(ies)	Name of the Non-Material Subsidiary(ies)
Plus Light Tech - F.Z.E.	Focus Lighting & Fixtures Pte. Ltd
-	*Xandos Lighting and Fixtures Private Limited

*Xandos Lighting and Fixtures Private Limited was Incorporated on 9^th June, 2022.

Focus Lighting Corp in Delaware, USA, ceased to be the Wholly Owned Subsidiary of the Company due to dissolution with effect from 30^th March, 2023.

The Policy on Material Subsidiary framed by the Board of Directors of the Company is available on the Company''s Website at the following link: https://www.focuslightingandfixtures.com/focus in-vestor/policies/Policy%20on%20Material%20Subsidiary%20updated%20w.e.f%2024.11.2021.pdf

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013 as on 31^st March, 2023. Further, there has been no material change in the nature of business of any of the subsidiaries.

In accordance with Section 136 of the Act, the Audited Financial Statements including the Consolidated

Financial Statements and related information of the Company and separate Audited Financial Statements of each of the Subsidiary Companies, are available on our website at: www.focuslightingand-fixturesxomjhe necessary disclosures in respect of the material subsidiary are mentioned in the Corporate Governance.

A statement containing the salient features of Financial Statements of subsidiaries in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rules and is attached as an "Annexure V”.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONS

The Board of Directors and Key Managerial Personnel comprise of eminent and experienced professionals in the industry. The Composition of the same as on 31^st March, 2023 are as follows:

The Board of Directors of your Company has various Executive and Non-Executive Directors including Independent Directors and Women Director in accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015 who have wide and varied experience in different disciplines of corporate functioning. As on 31^st March, 2023, your Board has 6 (six) Directors comprising of two Executive Directors considering of Managing Director and Woman Director, three Non-Executive Independent Directors and One Non-Executive Non-Independent Director.

The current composition of the Board of Directors including Key Managerial Personnel are detailed below:

Sr. No.	Name	DIN/PAN	Category	Date of Appointment
1	Amit Vinod Sheth	01468052	Managing Director	11/08/2005
2	Deepali Amit Sheth	01141083	Executive Director	11/08/2005
3	Chetan Navinchandra Shah	08038633	Independent Director	29/12/2017
4	Mahesh Karsandas Rachh	00458665	Independent Director	29/12/2017
5	Sanjay Surajmal Gaggar	03083767	Independent Director	11/08/2022
6	Khushi Amit Sheth	09351537	Non-Independent Director	08/10/2021
7	Drashti Deepkumar Senjaliya	BHEPB9334G	Company Secretary	13/11/2020
8	Tarun Ramesh Udeshi	AAJPU9806D	Chief Financial Officer	11/11/2019

12. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS

Pursuant to the applicable provisions of Section 152 the Companies Act, 2013, Ms. Khushi Amit Sheth, (DIN: 09351537), Non-Executive Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Based on the performance evaluation and recommendation from the Nomination and Remuneration Committee, the Board recommends her re-appointment. Her brief resume as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the Notice of the Annual General Meeting.

• Mr. Anil Santosh Verma (DIN: 08580680) ceased to be (Additional) Independent Director pursuant to his resignation with effect from 11^th August, 2022 on account of his personal and other professional commitments. His resignation letter confirms that there were no other material reasons for his resignation. The Board placed its warm appreciation for his invaluable contribution as a director during his tenure on the Board of the Company.

• Pursuant to the completion of the 1^st term of Mr. Chetan Shah (DIN: 08038633) and Mr. Mahesh Rachh (DIN: 00458665) as Independent Directors on 28^th December, 2022, the Shareholders of the Company in the 17^th Annual General Meeting held on 24^th September, 2022 had approved their re-appointment as an Independent Director of the Company with effect from 29^th December, 2022 for a period of 5 years i.e upto 28^th December, 2027, In the opinion of the Board, Mr. Chetan Shah and Mr. Mahesh Rachh fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for their appointment as Independent Directors of the Company and they are independent of the management.

Further, the Members in its 17^th Annual General Meeting held on 24^th September, 2022 has approved the resolutions for re-appointed Mr. Chetna Shah (DIN: 08038633) and Mr. Mahesh Rachh (DIN: 00458665) as Independent Directors of the Company with effect from 29^th December, 2022 to 28^th December, 2027.

• The Board has appointed Mr. Sanjay Surajmal Gaggar (DIN: 03083767) as an Additional Non-Executive (Independent) Director on the Board of the Company w.e.f 11^th August, 2022. The Members in its 17^th Annual General Meeting held on 24^th September, 2022 has approved his appointment as Non-Executive Independent Director of the Company to hold office for a term of upto 5 (five) consecutive years with effect from August 11, 2022 to August 12, 2027.

The above appointments were recommended by the Nomination & Remuneration Committee of the Board, in line with the Nomination & Remuneration Policy of the Company.

There are no other changes in the composition of Board of Directors except as stated above.

13. INDEPENDENT DIRECTOR

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has 3 Non-Promoter Non-Executive Independent Directors. A separate meeting of Independent Directors was held during the year 2022-23 on 13^th February, 2023, which was duly attended by all Independent Directors. Independent Directors have shared their views on Non-Independent Directors and Board as whole and performance of Chairman of the Company including assessment of quality, quantity and timeliness of flow of information between Company, Management and Board amongst themselves.

The Company has received the following declarations from all the Independent Directors at the beginning of the financial year confirming that:

• They meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the SEBI (LODR) Regulations, 2015.

• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director''s database maintained by the Indian Institute of Corporate Affairs, Manesar.

• In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

• In terms of Regulation 25(9) of the SEBI (LODR) Regulations, 2015, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the SEBI (LODR) Regulations, 2015 by the Independent Directors of the Company.

As per the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Chetan Shah and Mr. Sanjay Gaggar, Independent Directors have successfully passed an Online Proficiency Self- Assessment Test conducted by the Indian Institute of Corporate Affairs of India. However, Mr. Mahesh Rachh is exempted from the above test.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in Act as well as the Rules made thereunder and are independent of the management.

The Independent directors have complied with the Code applicable for Independent Directors as stipulated under the Schedule IV of the Companies Act, 2013.

14. COMMITTEES OF THE BOARD

The Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are provided in the Corporate Governance Report as an “Annexure B” to this report.

15. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace which is available on the Company''s Website at the following link: https://www. focuslightingandfixtures.com/focus investor/general policies/Prevention%20of%20Sexual%20Ha-rassment%20Policy-1.pdf for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redressal of the complaints. All employees (permanent, contractual, temporary, trainees etc. are covered under this policy.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received

any complaint of sexual harassment during the year under review.

16. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with Regulation 22 of SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013 for employees and Directors to report their genuine concerns about unethical behaviours, actual and suspected fraud or violation of the Code of Conduct or policy. It provides for adequate safeguards against the victimization of the Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. None of the whistle-blower has been denied access to the Audit Committee. The said Policy is available on the Company''s Website:https://www.focuslightingandfixtures.com/focus investor/policies/Vigil%20 Mechanism.pdf

17. BOARD EVALUATION

Pursuant to the provisions of Section 134 and 178 of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and as per the Appointment criteria for Directors & Senior Management and their remuneration Policy, the Nomination and Remuneration Committee has carried out an Annual performance evaluation of the Board, its Committee and its individual Directors. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report which forms a part of this Annual Report.

Further, the Independent Directors also reviewed the performance of: Non-Independent Directors and the Board as a whole, after taking into account the views of Executive Director and Non-executive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon. The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

18. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITE RIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SEC TION 178:

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration, evaluation and other matters as provided under Section 178 of the Act and Listing Regulations. The copy of the same, namely the Appointment Criteria for Directors and Senior Management and their Remuneration Policy is attached as Annexure A to this report.

19. MEETINGS OF THE BOARD

The Board of Directors during the Financial Year 2022-23 met 8 (eight) times. The Board meets at regular intervals to discuss the Business and Compliance matters of the Company. The details of the Meetings of the Board of Directors and the Committees of the Board of Directors and their respective constitution are stated in the Corporate Governance Report attached which forms a part of this Board''s Report.

The Board has constituted the following Mandatory Committees of the Board of Directors:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder''s Relationship Committee

• Corporate Social Responsibility Committee

During the year under review, all the recommendations made by the Audit Committee were approved by the Board of Directors.

Further, the Board of Directors have adopted various policies on the functioning and running of the Board of Directors as mandated by the SEBI (LODR) Regulations, 2015 and which are also available on the website of the Company at www.focuslightingandfixtures.com.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by the Audit Committee and the Board of Directors. The Internal Financial Controls are adequate and working effectively. The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly, the Internal Audit Plan is laid out to maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors, being professional Chartered Accountants, monitor and evaluate the efficacy and adequacy of internal control system in the Company. Based on the report of internal audit, process owners/concerned departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

21. CORPORATE GOVERNANCE

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report together with the requisite Certificate as received from:

> The Secretarial Auditor of the Company regarding compliance of conditions of Corporate Governance as stipulated under the listing Regulations attached in the Corporate Governance Report. The same is attached as an "Annexure III”

> The Chief Executive Officer and Chief Financial Officer of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal financial control measures and reporting of matters to the Audit Committee. The same is attached as an "Annexure II”

> A declaration signed by the Managing Director stating that members of the Board and Senior Management Personnel have affirmed the compliance with the Code of Conduct of the Board and Senior Management forms part to the report on Corporate Governance.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and is disclosed separately as part of the Annual Report as an “Annexure E”.

23. DISCLOSURE OF ACCOUNTING TREATMENT:

During the year under review, there has been no changes in Accounting Policies and Practices. These Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 notified under Section 133 of the Companies Act, 2013 (the ''Act'') and other relevant provisions of the Act. The Financial Statements up to and for the year ended 31st March, 2023 were prepared to comply in all material aspects with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Act. The previous year figures have been regrouped/ reclassified or restated, so as to make the figures comparable with the figures of current year.

24. SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI) and notified by the Central Government from time to time.

25. ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 read with proviso to Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended) the Annual Return of the Company for the Financial Year ended 31^st March, 2023, in the prescribed Form MGT-7 is available on the website of the Company https://www.focuslightingandfixtures.com/investors/annu-al-return /

26. STATUTORY AUDITOR''S REPORT

The Company has appointed M/s. N P Patwa & Co., Chartered Accountants, Firm Registration No. 107845W as a Statutory Auditors for a period of (five) 5 years, in their 15^th Annual General Meeting held on 29^th September 2020. They hold office till the 20^th AGM to be held in the year 2025 as per the provisions of Section 139 of the Companies Act, 2013.

The Board has received a consent letter from the Statutory Auditors, stating their eligibility to conduct the Statutory Audit. As required under SEBI (LODR) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board of Directors have revised the remuneration of M/s. N P Patwa & Co, during the Financial Year 2022-23. The details of the remuneration paid to the Statutory Auditors in Financial Year 2022-23 are provided in the Financial Statements.

The Statutory Auditors'' Report does not contain any qualifications, reservations, adverse remarks or disclaimers, hence do not require any reply from the Board of Directors of the Company.

27. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Rathod & Co., Practicing Company Secretaries who holds a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India,as a Secretarial Auditor of the Company for the Financial Year 2022-23 to conduct an Secretarial Audit of the secretarial records and compliances in accordance with the applicable provisions of the various Acts, Rules and Regulations for the financial year ended on 31^st March, 2023.

The Secretarial Auditors Report for the Financial Year 2022-23 is attached as an "Annexure D” to this report.

The Secretarial Compliance Report for the financial year ended 31^st March, 2023, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of SEBI (LODR) Regulations, 2015 is available on the website of the Company.

28. INTERNAL AUDITORS

The Board had appointed Nandola & Co, Chartered Accountants as the Internal Auditors for the Financial Year 2022-23. The Report of the Internal Auditors Report were placed before the Audit Committee and Board of Directors for their review and process improvement.

29. REPORT ON FRAUD U/S 143(12) OF THE COMPANIES ACT, 2013

None of the Auditors of the Company during the performance of their duties reported that there is any fraud that have been identified or detected or any offence of fraud committed by the Company or its officers or employees as per Section 143(12) of the Companies Act, 2013 for the financial year ended 31^st March, 2023.

30. MAINTENANCE OF COST RECORDS

The maintenance of Cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company as the Company does not fall under any of the categories prescribed under Section 148(1) of Companies Act, 2013.

31. PUBLIC DEPOSIT

During the Financial Year 2022-2023 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule (8)(1) of the Companies (Accounts) Rules, 2014 (as amended) are acquired to be given or provided.

32. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were on arm''s length basis in terms of provisions of the Act. The Company''s Policy on dealing with Materiality of Related Party Transactions is available on the website of the Company at https://www.focuslightingandfixtures.com/focus investor/policies/Policy%20for%20 Related%20Party%20Transactions%20updated%20w.e.f%2010.02.2022.pdf. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company.

Further, there are no material significant RPT transactions that may have potential conflict with the interests of listed entity at large. The company also obtains suitable approval of the members for the materially significant related party transactions, in line with Regulation 24 of the SEBI (LODR) Regulations, 2015.

The Company in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015 submits within 15 days/ immediately from the date of publication of its Standalone and Consolidated Financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges.

In terms of Section 134(3)(h) of the Companies Act, 2013, the details of material contracts/arrange-ments entered into with Related Parties are provided in Form AOC-2 is attached as an “Annexure VI” to this Report. The details of the transactions with Related Parties are provided in the accompanying financial statements as required under Accounting Standard 18.

In line with the requirement of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, your Company has adopted a Policy on Related Party Transactions which is available at Company''s website at: https://www.focuslightingandfixtures.com/focus investor/policies/Policy%20for%20Re-lated%20Party%20Transactions%20updated%20w.e.f%2010.02.2022.pdf

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant & material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

34. RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives, which is uploaded on the website of the Company: https://www. focuslightingandfixtures.com/focus investor/general policies/Risk%20Management%20Policy.pdf Major risks identified by the businesses and functions are economic environment and market conditions, political environment, competition, revenue concentration and liquidity aspects, inflation and cost structure, technology obsolescence, legal (Statutory Compliances), project execution, contractual compliance, operational efficiency, hurdles in optimum use of resources, quality assurance, environmental management, loss of key personnel, financial, culture and values, fluctuations in foreign exchange are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. In the opinion of the Board, none of the above-mentioned risks threaten the existence of the Company.

Pursuant to the Regulation 21 of the SEBI (LODR) Regulation, 2015 with respect to the formation of the Risk Management Committee, the same is not applicable to the Company for the Financial Year ended 31^st March, 2023.

35. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

• They had 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 at the end of the financial year and of the profit of the Company for that period;

• They had 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;

• They had prepared the annual accounts on a going concern basis;

• They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

• They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the statutory and external consultants and the reviews of the management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the year under review.

36. DIRECTORS'' & OFFICERS'' LIABILITY INSURANCE

During the year under review, the Company has voluntary undertaken Directors and Officers Liability Insurance for all its Directors & Officers as per the requirements of Regulation 25(10) of the SEBI (LODR) Regulations, 2015.

37. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee, as per the provisions of Section 135 of the Companies Act, 2013, vide resolution passed in the meeting of the Board of Directors held on 29^th June, 2018.

The Company has adopted and formulated CSR Policy as recommended by CSR Committee in the Meeting of Board of Directors held on 28^th June, 2021. It shall be effective from 1^st April, 2021 and the same shall be available on the Company''s website:

https://www.focuslightingandfixtures.com/focus investor/general policies/Corporate%20So-cial%20Responsibility%20Policy.pdf .

The amended Policy provides for the formulation of an annual action plan by the Committee.

During the Financial Year 2022-23, the CSR Committee met twice. A brief outline of the CSR Policy and a detailed breakup of expenditure carried out on CSR activities have been disclosed in the Corporate Social Responsibility Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 as attached as an “Annexure-C” to this report.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING OUTGO

Information on conservation of energy, technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

A. CONSERVATION OF ENERGY:

The steps taken or impact on conservation of energy and utilizing alternate sources of energy:

The Company is taking due care for using electricity in the offices and factories. The Company ensures that it takes care for optimum utilization of energy.

We also use highly efficient lamp technology with optical technology in our factory to increase the efficiency. All the lights used in our Ahmedabad Factory are LED lights which leads in reduction of energy consumption & reduces air conditioning load. The Company is not using any alternate source of energy.

The capital investment on energy conservation equipment''s: No capital investment on energy conservation equipment made during the financial year 2022-2023.

B. TECHNOLOGY ABSORPTION: Nil

In case of Led technology (imported during the last three years reckoned from the beginning of the financial year:

a. The details of technologies imported. - Nil

b. The year of import - NA

c. Whether the technology been fully absorbed. - NA

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof. - NA

The expenditure incurred on research and development:

Research and Development Charges - Rs. 1.33 Lacs

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

The Company has earned foreign exchange on export of goods as follows:

Export Sales - Rs. 1,430.82 Lacs

The Company has expended foreign exchange on import of goods as follows:

Imports of Goods/ Material - Rs 4,108.10 Lacs

39. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) Ratio of remuneration of each Director to the employees'' median remuneration and percentage increase in the median remuneration of each Director, Chief Financial Officer, Chief Executive officer, Company Secretary or Manager in the financial year 2022-23:

Name of the Director	Remuneration in the Year 2022-23 (Rs. in Lacs)	Percentage increase in remuneration from previous financial year 2021-22	Ratio
Mr. Amit Vinod Sheth	99.99	63.61%	27.72
Mrs. Deepali Amit Sheth	42.00	-	11.71
Mr. Tarun Udeshi	35.55	69.36%	-
Mrs. Drashti Senjaliya	10.64	84.72%	-

b) The percentage increase in the median remuneration of employees in the financial year: 34%

c) Number of permanent employees on the rolls of the Company as on 31^st March, 2023: 182

d) Average percentile increase already made in the salaries of employees other than managerial personnel in FY 2022-23 and its comparison with the percentile increase in the managerial remuneration and justification thereof:

During the financial year 2022-23, the average annual increase in salaries of employees other than the managerial personnel was 23.48%, during the financial year 2022-23, average annual increase in the managerial remuneration was 37.53%, there are no exceptional circumstances for the increase in the managerial remuneration during the financial year 2022-23. There are addition in the number of managerial personnel and the remuneration is in line with the market trends in the respective Industry. Considering the enlargement of roles and responsibilities handled by Directors, it was essential to provide them remuneration in lines to the scope of work performed by them.

e) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

f) There is no employee covered under the provisions of section 197(14) of the Act.

40. MATERIAL CHANGES AND COMMITMENTS.

> Incorporation of New Subsidiary Company:

The Company has subscribed to 5,100 (Five Thousand One Hundred only) Equity shares, of Rs. 10/-(Rupees Ten only) each, aggregating Rs. 51,000/- (Rupees Fifty-One Thousand only) to the Memorandum of Association of Company in the Company incorporated as a subsidiary of the Company at Registrar of Companies, Mumbai in the name and style of "Xandos Lighting and Fixtures Private Limited” on 9^th June, 2022.

> Increase in the Authorised Share Capital resulting in Alteration of Memorandum of Association:

Due to expansion in the business activities and operations, the Board in its meeting held on 11^th August, 2022 had accorded its consent to the Members of the Company for increasing the Authorised Share Capital from Rs. 12,00,00,000/- (Rupees twelve Crore Only) to Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) for additional increased in the requirements of the funds to the Company which was approved by the members in the 17^th Annual General Meeting resulting into the Alteration of Memorandum of Association.

> Alteration in the Article of Association:

The Company through postal ballot dated 17^th March, 2023 has altered the Article of Association of the Company to keep certain provisions in line with the provisions of the Companies Act, 2013 and also keeping the clause in line with the investment agreement dated 7^th October, 2022 executed between the Company, Mr. Rajendra Suganchand Shah, Mr. Rishi Rajendra Shah and Mr. Amit Vinod Sheth.

> Cessation of Wholly Owned Subsidiary:

During the year under review, Focus Lighting Corp in Delaware, USA, ceased to be the Wholly Owned Subsidiary of the Company due to dissolution with effect from 30^th March, 2023.

> Sub-Division/ Split of equity shares:

After the closure of the financial year ended on 31^st March, 2023, the Board in its meeting held on 24^th July, 2023 has approved the Sub-division/ Split of equity shares from face value of Rs. 10/- to Rs. 2/- each, subject to the approval of the shareholders in the ensuring Annual General Meeting for the financial year 2022-23.

41.INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as “the Act”) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the “IEPF Rules”), the details on the statement of the unclaimed and unpaid Interim Dividends which was declared in the financial year 2018-19 was intimated to the IEPF Authority through Form IEPF-2 for all the financial year as applicable.

42. OTHER DISCLOSURES GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

c. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

d. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-23 and the date of this report.

e. The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies.

f. The Company has not issued any sweat equity shares to its directors or employees; and

g. The Company securities were not suspended during the financial year.

43. ACKNOWLEDGEMENT

Your Directors would like to place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors, Focus Lighting and Fixtures Limited

Sd/- Sd/-

Amit Vinod Sheth Deepali Amit Sheth

Date: 24th July, 2023 Managing Director Director

Place: Mumbai DIN:01468052 DIN: 01141083

---

Mar 31, 2018

The Directors take pleasure in presenting the 13^th Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31^st March, 2018.

Financial Highlights

The financial performance of your Company for financial Year 2017-18 and 2016-17 is summarized as below:

(Rs in Crores)

Particulars	For Financial Year Ended
	31st March 2018	31st March 2017
Total Revenue	91.69	71.94
Total Expenditure	81.83	66.55
Profit before Tax	9.76	5.84
Provision for Tax	3.89	2.01
Profit/ (loss) After Tax	5.87	3.83

Financial Performance and State of Company Affairs

During the year under review, your Company has recorded total revenue of Rs. 91.69 Crores against Rs. 71.94 Crores in the previous year resulting in 27.45% growth over previous year. Profit before Taxation for the financial year ended 31st March, 2018 increased to Rs. 9.76 Crores as compared to Rs. 5.84 Crores in the previous year resulting in 67.12% growth. Profit after Tax is Rs. 5.87 Crores as compared to Rs. 3.83 Crores in the previous year resulting in 53.26% growth.

Dividend

With a view to conserve the resources to strengthen the financial position of the Company, your Directors have decided not to recommend dividend for the financial year 2017-18.

Transfer to Reserves

Your Company proposes to transfer an amount of Rs. 5.87 Crores (Previous year Rs. 4.02 Crores) to Statutory Reserve.

Change in the Nature of Business

For sustained growth in the future, Company wants to rely on the main businesses of company; there is no change in the nature of the business of the Company during the year.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiary, joint venture or associate Company as on 31^st March, 2018.

Change in capital structure of the Company

There is no change in the capital structure of the Company during the Financial year ended 31^st March 2018.

Mr. Atiuttam Prasad Singh (DIN: 07635843) and Mr. Sandeep Jain (DIN:06400869) had resigned as Independent Director of the Company with effect from 15th December 2017 and 08th June 2017 respectively, Mr. Vipin Aggarwal was appointed as Non-Executive Independent Director of the Company w.e.f 23rd June 2017 and resigned w.e.f. 15th December 2017, Mr Chetan Shah and Mr Mahesh Rachh were appointed as an Additional Directors by the Board of Directors pursuant to Section 161 of the Companies Act, 2013 to hold the office of Non-Executive Independent Director of the Company w.e.f 29th December 2017 until the date of ensuing General Meeting. The Board of Directors place on record its thanks for the association of Mr Atiuttam Prasad Singh and Mr. Sandeep Jain with the Company.

Key Managerial Personnel

During the year, Ms. Priya Pragnesh Shah resigned as Company Secretary with effect from 10^th August 2017. Ms Preeti Saxena was appointed as Company Secretary with effect from 1^st February 2018.

Disclosures by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

Declaration by Independent Directors

The resigning Independent Directors viz, Mr. Sandeep Jain, Mr. Atiuttam Prasad Singh and Mr. Vipin Aggrawal and newly appointed Directors Mr Chetan Shah and Mr Mahesh Rachh, have given their respective declarations as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and that they abide by the provisions specified in Schedule IV to the Companies Act, 2013. The Board has, taken on record the declarations received from said Independent Directors.

Composition of Board and statutory committees formed there of Board of Directors:

Sr. No.	Name	Nature of Directorship
1	Amit Vinod Sheth	Managing Director
2	Deepali Amit Sheth	Executive Director
3	Nalini Vinod Sheth	Non-executive Director
4	Sandeep Jain#	Non-executive & Independent Director
6	Atiuttam Prasad Singh*	Non-executive & Independent Director
7	Vipin Aggrawal*	Non-executive & Independent Director
8	Mahesh Rachh@	Non-executive & Independent Director
9	Chetan Shah@	Non-executive & Independent Director

* Resigned w.e.f 08th June 2017

*Resigned w.e.f 15‘ December 2017

@-Appointed with effect from 29^th December 2017

Audit Committee

Sr. No.	Name	Nature of Directorship
1	Mr. Atiuttam Prasad Singh	: Chairman (Resigned w.e.f 15th December 2017)
2	Mr. Vipin Aggrawal	: Member (Resigned w.e.f 15th December 2017)
3	Mr. Mahesh Rachh	: Chairman (Appointed w.e.f 29th December 2017)
4	Mr Chetan Shah	: Member (Appointed w.e.f 29th December 2017)
4	Mr. Amit Vinod Sheth	: Member

Nomination and Remuneration Committee:

Sr. No.	Name	Nature of Directorship
1	Mr. Atiuttam Prasad Singh	: Chairman (Resigned w.e.f 15th December 2017)
2	Mr. Vipin Aggrawal	: Member (Resigned w.e.f 15th December 2017)
3	Mr. Mahesh Rachh	: Chairman (Appointed w.e.f 29th December 2017)
4	Mr Chetan Shah	: Member (Appointed w.e.f 29th December 2017)
4	Mr. Nalini Vinod Sheth	: Member

Stakeholders Relationship Committee:

Sr. No.	Name	Nature of Directorship
1	Mr. Atiuttam Prasad Singh	: Chairman (Resigned w.e.f 15th December 2017)
2	Mr. Vipin Aggrawal	: Member (Resigned w.e.f 15th December 2017)
3	Mr. Mahesh Rachh	: Member Appointed w.e.f 29th December 2017)
4	Mr Chetan Shah	: Chairman (Appointed w.e.f 29th December 2017)
4	Mr. Deepali Amit Sheth	: Member

The Committees are constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR).

Meetings of the Board and Committees

Details of meetings of the Board and committees held during the year are set out in following table.

Particulars	Board	Audit Committee	Nomination & Remuneration Committee	Stakeholders Relationship Committee
Number of Meetings	6	1	4	4
Dates of Meetings	29.05.17, 05.07.17, 21.08.17, 29.12.17, 01.02.2018	04.07.2017	05.07.17, 21.08.17, 29.12.17, 01.02.18	26.05.17.18.08.17, 06.10.17, 31.01.18
No. of meetings attended by Directors / Committee members	As given below	As given below	As given below	As given below
Amit Vinod Sheth	6	1	0	0
Deepali Amit Sheth	6	0	0	4
Nalini Vinod Sheth	6	0	4	0
Sandeep Jain	1*	0	0	0
Atiuttam Prasad Singh	3*	1	2	3
Vipin Aggrawal	1*	0	0	0
Mahesh Rachh	1*	0	2	1
Chetan Shah	1*	0	2	1

*As Mr. Sandeep Jain has resigned w.e.f. 08th June 2017, Mr Atiuttam Prasad Singh and Mr. Vipin Aggrawal resigned w.e.f. 15th December 2017. Mr. Mahesh Rachh and Mr. Chetan Shah were appointed as Independent Director in Board meeting dated 29th December 2017.

$ Circular resolutions passed during the year 2017-18 : 10th April 2017, 23rd June 2017 and 06th October 2017.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Directors Responsibility Statement

Pursuant to Section 134 of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

b) they had 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 at the end of the financial year and of the profit of the Company for that period;

c) they had 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 such internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the statutory and external consultants and the reviews of the management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year under review.

Public Deposits

During the Financial Year 2017-2018 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule (8)(1) of the Companies (Accounts) Rules, 2014 (as amended) are acquired to be given or provided.

Particulars of Loans, Guarantees, Securities and Investments

Details of loans, guarantees and investments under section 186 of the companies Act, 2013 have been disclosed in the Financial Statements.

Committee and policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no instance of complaint or report under the said Act was registered in any of the units of the Company.

Related Party Transactions

All related party transactions entered during the period under review were on arm’s length basis and in the ordinary course of business. In terms of Section 134(3)(h) of the Companies Act, 2013, the details of material contracts / arrangements entered into with Related Parties are provided in Form AOC-2 as ‘Annexure A’ to this Report.

The details of the transactions with Related Parties are provided in the accompanying financial statements as required under Accounting Standard 18.

Auditors Statutory Auditor

M/s. N P Patwa & Co., Chartered Accountants, Firm Registration No. 107845W were appointed as Statutory Auditors of the Company by members in the last Annual General Meeting of the Company held on 29^th September 2017 to hold office from the conclusion of 12^th AGM till the conclusion of 13^thAGM to be held for the year ending 31^st March, 2019.In terms of Section 139 of the Companies Act, 2013, the members need to ratify their appointment at the ensuing Annual General Meeting.

The observations made in the Auditors report read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 134 of the Companies Act, 2013.

i. Secretarial Auditor& Internal Auditor

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Anubhuti Tripathi & Associates., Practicing Company Secretaries, Mumbai as a Secretarial Auditors to conduct an Audit of secretarial records and compliances in accordance with the provisions of Section 204 of the Companies Act, 2013 for the financial year ended on March 31, 2018. The Secretarial Audit Report given by M/s. Anubhuti Tripathi & Associates., Practicing Company Secretaries, Mumbai is enclosed.

Corporate Governance

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed with this Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily.

Corporate Social Responsibility

Provisions of section 135 of the Act concerning the constitution of Corporate Social Responsibility Committee and related matters are not applicable to the Company.

Extract of Annual Report

As required pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended) is furnished in the Form MGT-9.

The Extract of Annual Return are displayed on the website of the Company www.pluslighttech.com.

The Conservation of Energy, Technology Absorption, Foreign Exchange Earning Outgo

Information on conservation of energy, technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules,2014 are provided hereunder:

Particulars	Remarks
A. Conservation of Energy:
- The steps taken or impact on conservation of energy	The Corporation is taking due care for using electricity in the office and its branches. The Company ensures that it takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year.
- The steps taken by the Company for utilizing alternate sources of energy
- The capital investment on energy conservation equipment’s
B. Technology Absorption
- The efforts made towards technology absorption	Nil
- The benefits derived like product improvement, cost reduction, product development or import substitution	Nil
- In case of imported technology (imported during the last three years reckoned from the beginning of the Financial year	Nil
a) The details of technologies imported	Nil
b) The year of import	Nil
c) Whether the technology been fully absorbed	Nil
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:	Nil
- The expenditure incurred on research and development	Nil
C. Foreign Exchange Earnings and Outgo
- The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	The Company has earned foreign exchange on export of goods as follows:- EXPORT SALES - Rs 8.26 Crores The Company has expended foreign exchange on import of goods as follows:- IMPORT PURCHASE - Rs 8.16 Crores

Risk Management

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a periodic basis, provide status updates to the Board of Directors of the Company.

Vigil Mechanism

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee.

The details of Vigil Mechanism are displayed on the website of the Company www.pluslighttech.com.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed separately as part of this annual report

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operation in future

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Particulars of Employees and Remuneration

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) Ratio of remuneration of each Director to the employees’ median remuneration:

Director	Designation	Remuneration p.a. (Rs. In Lakhs)	Ratio
Mr. Amit Vinod Sheth	Managing Director	54.00	N.A.
Mrs. Deepali Amit Sheth	Executive Director	42.00	N.A.
Mrs. Nalini Vinod Sheth	Non-executive Director	NIL	N.A.

b) Percentage increase in the median remuneration of employees in the financial year 2017-18:

_(Rs. In Lakhs)

Director	Remuneration		Revenue		Percentage increase in remuneration	Percentage increase in revenue
	In year 16-17	In year 17-18	In year 16-17	In year 17-18
Mr. Amit Vinod Sheth	28.5	54.00	7194.64	9263.04	89.47	28.75
Mrs. Deepali Amit Sheth	21.5	42.00	7194.64	9263.04	95.35	28.75
Mrs. Nalini Vinod Sheth	9.0	NIL	7194.64	9263.04	NIL	28.75

Note: Considering the huge increase in turnover as well as conversion of Company from Private to Public Company and thereafter being listed, there was huge enlargement of roles and responsibilities handled by Directors, thus it was essential to provide them remuneration in lines to the scope of work performed by them.

c) Number of permanent employees on the rolls of the Company as on 31^st March, 2018: 88

d) Relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with the market trends in the respective Industry. In order to ensure that the remuneration reflects Company’s performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

e) Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of the Company:

Remuneration of KMP is in line with the performance of the Company.

f) Variation in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company:

g) Average percentile increase made in the salaries of employees other than key managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase made in the salaries of employees -10%-20 %( Depending on individual’s performance.)

h) The key parameters for the variable component of remuneration availed, if any, by the Directors: Not applicable.

i) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None

j) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

k) There is no employee covered under the provisions of section 197(14) of the Act.

There was no employee in the Company who drew remuneration of Rs. 5,00,000/ - per month or Rs. 60,00,000/ - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

Disclosure in Respect of Equity Shares Transferred in the ‘Focus Lighting and Fixtures Ltd. Unclaimed Suspense Account’ is as under:

Particulars	Number of Shareholders	Number of Equity shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on 1st April, 2017	Nil	Nil
Number of shareholders who approached the Company for transfer of shares from suspense account during the year	Nil	Nil
Number of shareholders to whom shares were transferred from suspense account during the year;	Nil	Nil
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on 31st March, 2018	Nil	Nil

Material Changes and Commitments

The Company has incorporated a wholly owned Subsidiary on 02^nd August 2017 in Dubai and 28th March 2018 in Singapore, thereby making investment for the capital requirements of such wholly owned subsidiary. Mr. Atiuttam Singh and Mr Vipin Aggarwal, Non-executive & Independent Directors of the Company resigned w.e.f 15^th December, 2017. Mr. Mahesh Rachh and Mr Chetan Shah were appointed as Additional Non-Executive Independent Director w.e.f 29^th December, 2017 for period of 5 years subject to approval by shareholders at ensuing Annual general meeting. Except as stated above there were no material changes and commitments affecting the financial position of the Company between the end of financial year and date of the report. Ms Priya Pragnesh Shah, Company Secretary and Compliance Officer had resigned with effect from 10^th August 2017 and Ms Preeti Saxena was appointed as Company Secretary and Compliance Officer with effect from 1^st February 2018.

Acknowledgement

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

For and on behalf of the Board of Directors of

Focus Lighting and Fixtures Limited

Sd/- Sd/-

Amit Vinod Sheth Deepali Amit Sheth

Managing Director Executive Director

DIN 01468052 DIN 01141083

Place: Mumbai

Date: September 04, 2018

---

Mar 31, 2016

To,

The Members of FOCUS LIGHTING AND FIXTURES PRIVATE LIMITED

The Directors have pleasure in presenting the 11^th Director’s Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of the your company for the financial year ended, 31st March, 2016.

FINANCIAL HIGHLIGHTS

Particulars	2015-16	2014-15
Revenue from operations	60,82,92,008.93	41,26,60,378.70
Other Income	9,33,969.46	97,75,514.39
Total Income	60,92,25,978.39	42,24,35,892.46
Depreciation	45,26,478.00	28,30,188.79
Tax	-	-
Current Tax	1,66,99,294.00	51,49,552.00
Deferred Tax	-3,85,242.00	-1,56,940.37
Profit/(Loss) after Tax	2,91,70,758.11	1,08,98,455.38
Earnings Per Share (Rs.): Basic	600.22	224.24
Diluted	600.22	224.24

STATE OF COMPANY’S AFFAIRS

During the year under review, the total Income of the Company was Rs. 60,92,25,978.39/- against Rs. 42,24,35,892.46/- in the previous year which shows the increase in revenue by 44.22%. During the period, the Company has earned a Profit after tax of Rs. 2,91,70,758.11/- compared to Rs. 1,08,98,455.38/- in the previous year which shows the increased by 167.66%.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (I) OF THE COMPANIES ACT, 2013

For the financial year ended 31^st March, 2016, the Company is proposed to carry an amount of Rs. 2,91,70,758.11/- to General Reserve Account.

DIVIDEND

Your Directors do not recommend any dividend for the year ended 31st March, 2016.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, CRITERIA SPECIFY

There was no material changes and no commitment made by the directors affecting financial position of the company. So no criteria need to be specified for the year.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATED COMPANIES-

As on March 31, 2016, the Company does not have any subsidiary/ joint venture/ associate companies.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure:1)

MEETINGS OF THE BOARD OF DIRECTOR.

The following Meetings of the Board of Directors were held during the Financial Year 2015-2016:

SN	Date of Meeting	Board Strength	No of Directors Present
1	29/06/2015	3	3
2	27/09/2015	3	3
3	29/12/2015	3	3
4	23/03/2016	3	3

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

SN	Name of Director	Board Meeting			Committee Meeting			AGM
		No of Meeting held	No of Meeting attended	%	No of Meeting held	No of Meeting attended	%
1	Mr Amit Vinod Sheth	4	4	100	-	-	-	1
2	Mrs Deepali Amit Sheth	4	4	100	-	-	-	1
3	Mrs Nalini Vinod Sheth	4	4	100	-	-	-	1

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors held 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SECTION 149(6)

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.

STATUTORY AUDITOR AND AUDITORS’ REPORT

At the Annual General Meeting held on 25.09.2015, M/s.S.M. Mehta & Associates, Chartered Accountants (FRN No.130464W) was appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2016-17. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s.S.M. Mehta & Associates, Chartered Accountants, as statutory auditors of the company, is placed for ratification by the shareholders.

Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor’s Report are Self-explanatory.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is not required to form such policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not made / given / advanced any Loan, Guarantee and Investment during the financial year covered under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Company is required to enter into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in form no.AOC-2 for your kind perusal and information. (Annexure:2).

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company’s businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over t e period of time will become embedded into the Company’s business systems and processes, such that our responses to risks remain current and dynamic.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board’s report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

1. The internal financial control systems are commensurate with the size and nature of its operations.

2. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

3. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

4. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your director s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

ORDER OF THE BOARD OF DIRECTORS

Place: Mumbai Amit Vinod Sheth

Dated: 03/09/2016 Director

(DIN: 01468052)

---

Mar 31, 2015

Director''s Report

To,

The Members of

Focus Lighting & Fixtures Private Limited

Your Directors have pleasure in presenting the Director''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS

:::v- Particulars	Current year	Previous Year
Revenue from operations	41,26,60,378.07	34,19,70,738.77
Other Income	97,75,514.39	1,19,915.45
Total Income	42,24,35,892.46	34,20,90,654.22
Depreciation	28,30,188.79	26,65,883.10
Tax
Current Tax	51,49,552.00	38,60,967.00
Deferred Tax	(1,56,940.37)	(57,043.00)
Profit/(Loss) after Tax	1,08,98,455.38	74,93,325.75
Earnings per share (Rs.) :Basic	224.24	154.18
Diluted	224.24	154.18

State of Company''s Affairs

During the year under review, the total Income of the Company was Rs. 42,24,35,892.46 against Rs. 34,20,90,654.22 in the previous year. The Company has earned a Profit after tax of Rs. l,08,98,455.38_compared to Rs. 74,93,325.76 in the previous year.

Transfer To Reserves In Terms Of Section 134 f3) m Of The Companies Act 2013

For the financial year ended 31st March, 2015, the Company is proposed to carry an amount of Rs. MIL to General Reserve Account. The net profit of Rs. 1,08,98,455.38 is transferred to Reserves and Surplus.

Dividend

Your Directors do not recommend any dividend for the year ended 31st March, 2015.

Annual Return

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure: 1)

Meetings of the Board of Directors

The following Meetings of the Board of Directors were held during the Financial Year 2015:

Sr. No.	Date of Meeting	Board	No. of
		Strength	Directors .
		Present
1	30/06/2014	3	3
2	30/09/2014	3	3
3	29/12/2014	3	3
4	24/03/2014	3	3

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration by Independent Directors- There are no Independent directors in our Company Auditors'' Report

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Nomination And Remuneration Committee:- There is no Nomination and remuneration committee in our Company.

Remuneration Policy

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is approved by the Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities/'' as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as -. financial position of the Company. The Following is the remuneration oaid to the director.

Sr. No.	Director -	Total Amount.
		paid .
1	Amit Vinod Sheth	18,00,000/-
2	Nalini Vinod Sheth	18,00,000/-
3	Deepali Amit Sheth	18,43,108/-

Remuneration to Non Executive Directors: There are no Non-Executive Directors in our Company.

Loans, Guarantees and Investments

The Company has following Loans, Guarantee given and Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2015

Sr. No.	Date of Sanction	Particular/Purpose/Nature of Transaction	Amount of Sanction
1	January,2015	Corporate Guarantee given to Dena Bank, for Loan availed by its Sister Concern i.e. Shaantilal & Bros (Mfg. Dept)	Rs. 1.60 Crores of Cash credit facility and Rs. 90 Lakhs of LC facility.

Related Party Transactions

The Company is required to enter into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in form no. AOC-2 for your kind perusal and information.(Annexure:3).

Foreign Exchange Earnings and Outgo:

The foreign exchange under review during the year is follows:_

Particulars	USD	AED	Euro
Earned through: Export Sales	7,51,572.30	750.00	600.00
Spent through:
i. Purchase	10,20,492.00 |	25,397.00	48,643.93
ii. Expenses	-	4,37,427.90	-

Risk Management:

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company''s business systems and processes, such that our responses to risks remain current and dynamic.

Acknowledgement

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

By Order Of The Board Of Directors

For Focus Lighting & Fixtures Private Limited

Amit Vinod Sheth DeeptrffAMit Sheth Nalini Vinod Sheth

(Director) (Director) (Director)

(DINM468052) (DIN:01141083) (DIN:01714821)