Focus Lighting & Fixtures Ltd

To,

The Members,

1007-1010, Corporate Avenue Wing A,

Sonawala road, near Udyog Bhawan,

Goregaon (East), Mumbai 400063.

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.

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

(Rs in Lacs)

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%.

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.

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

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.

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.

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.

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.

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.

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:

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/.

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.

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.

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.

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

*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".

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:

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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".

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.

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.

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 /

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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/focusinvestor/generalpolicies/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.

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:

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

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

Export Sales - Rs. 1,430.82 Lacs

Imports of Goods/ Material - Rs 4,108.10 Lacs

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:

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.

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:

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.

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 Autho

rised 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.

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.

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.

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.

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.

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.

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.