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:

• 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:

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:

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:

*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.

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:

BANGALORE OFFICE:

AHMEDABAD OFFICE:

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:

*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:

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:

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.