Focus Lighting & Fixtures Ltd Directors Report

To, The Members,

Focus Lighting And Fixtures Limited

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 21^st Directors Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company for financial Year 2025-26 and 2024-25 is summarized as below:

(Rs in Lakhs)

Particulars	Consolidated For Financial Year Ended		Standalone For Financial Year Ended
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from operations	18,777.97	18,333.12	18,011.14	15,396.11
Other income	296.93	286.31	126.13	845.01
Total Income	19,074.90	18,619.43	18,137.26	16,241.12
Less: Total Expenditure	18,304.89	(16,623.02)	(17,370.57)	(14,383.37)
Profit before Tax	757.80	1,996.41	754.48	1,857.75
Less: Provision for Tax	250.73	480.25	(241.29)	(420.64)
Profit/ (loss) After Tax	507.07	1,516.16	513.19	1,437.11

FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS

Consolidated Performance:

During the year under review, your Company has recorded total income of Rs. 19,074.90 Lakhs against Rs. 18,619.43 Lakhs in the previous year resulting in increase of 2.45% over the previous year. Profit before tax for the Financial Year ended March 31, 2026 is Rs. 757.80 Lakhs as compared to the profit of Rs. 1,996.41 Lakhs in the previous year resulting in fall of 62.04%. Profit after tax is Rs. 507.07 Lakhs as compared to profit of Rs. 1,516.16 Lakhs in the previous year resulting in fall of 66.56%.

Standalone Performance:

During the year under review, your Company has recorded total income of Rs. 18,137.26 Lakhs against Rs. 16,241.12 Lakhs in the previous year resulting in rise of 11.67% over previous year. Profit before tax for the financial year ended March 31, 2026 is Rs. 754.48 Lakhs as compared to profit of Rs. 1,857.75 Lakh in the previous year resulting in fall of 59.39%. Profit after tax is Rs. 513.19 Lakhs as compared to the profit of Rs. 1,437.11 in the previous year resulting in a fall of 64.29%.

Transfer to Reserves:

During the year under review, your Company has transferred Rs. 10,812.66 Lakhs to its reserves.

2. BRIEF DESCRIPTION OF THE STATE OF COMPANYS AFFAIRS

MAJOR ORDERS BAGGED DURING THE FINANCIAL YEAR 2025-26:

During the period under review, the Company has successfully secured several significant orders across Infrastructure, Commercial, and Residential segments, strengthening its order book and expanding its presence across diverse project categories.

I. INFRASTRUCTURE ORDERS

During the financial year 2025 26, the Company strengthened its presence in the infrastructure segment by securing significant orders from municipal authorities in Gujarat. The Company received an order worth Rs. 10,11.06 lakhs from the Ahmedabad Municipal Corporation for the design, supply, installation, testing and commissioning of a permanent architectural lighting system for the beautification of Kankaria Lake, one of Ahmedabads iconic heritage landmarks.

Additionally, the Company secured an order valued at Rs. 187.59 lakhs from the Gandhinagar Municipal Corporation for city beautification works, covering the supply, installation, testing and commissioning of lighting fixtures along with a comprehensive three-year Operation and Maintenance (O&M) contract. These orders reflect the Companys growing capabilities and commitment to delivering high-quality, energy-efficient lighting solutions for public infrastructure projects.

II. COMMERCIAL ORDERS

During the financial year 2025 26, the Company secured commercial orders aggregating to Rs. 2,464.62 lakhs from various renowned clients, including Larsen & Toubro Limited Construction, Avid AV Technologies Private Limited, PSP Projects Limited, Disha Retail Fixtures (P) Ltd., and Lightalive Solutions Private Limited, for the manufacture, supply and delivery of LED lighting and fixtures. These orders reaffirm the Companys strong market presence, trusted customer relationships and continued leadership in delivering high-quality lighting solutions across diverse commercial projects.

III. RESIDENTIAL ORDERS

During the financial year 2025 26, the Company secured residential orders aggregating to Rs. 350.13 lakhs from renowned clients, including Suryam Developers LLP and Marwadi Educare Foundation, for the manufacture, supply and delivery of LED lighting fixtures, including indoor and outdoor lighting solutions. These orders further strengthen the Companys presence in the residential segment and reflect the confidence of leading developers and institutions in the Companys innovative and quality-driven lighting products.

Additionally, the Companys wholly-owned subsidiary viz. Plus Light Tech F.Z.E, secured a retail project order valued at Rs. 210.00 lakhs (AED 9,18,000) from Centrepoint (Landmark Retail Investment Co. L.L.C) for the manufacture, supply, and delivery of lighting and fixtures.

Moving forward, the Company remains committed to capitalizing on new contract opportunities to secure and execute large-scale projects across multiple sectors. By focusing on innovation, operational efficiency, customer-centricity, and sustainable lighting solutions, we aim to continually expand our footprint in both domestic and international markets.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year under review.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report in accordance with Regulation 34(2)(e) of SEBI LODR Regulations for the year under review forms an integral part of this Boards Report and is provided separately as an "Annexure I" in this report.

5. CORPORATE GOVERNANCE

The Corporate Governance Report in accordance with Regulation 34(3) read with Schedule V of SEBI LODR Regulations forms part of this Annual Report and is provided separately as an "Annexure II" along with the requisite certificates and declaration:

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.

Certificate from a Company Secretary in Practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

Certification from Company Secretary in Practice of the Company regarding compliance of conditions of Corporate Governance as stipulated under the listing Regulations attached in the Corporate Governance Report.

6. SHARE CAPITAL INCLUDING CHANGE IN CAPITAL STRUCTURE

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

In furtherance of the ESOP Plan 2019, the Nomination and Remuneration Committee, at its meeting held on November 12, 2025, approved the allotment of 1,91,875 equity shares to the FLFL Employee Welfare Trust. These shares, having a face value of Rs. 2/- each, were issued at a premium of Rs. 10.6/- per share, representing a total aggregate value of Rs. 24,17,625/- (Rupees Twenty-Four Lakh Seventeen Thousand Six Hundred And Twenty-Five Only).

Consequent to the allotment, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31, 2026 stands at Rs. 13,48,89,900/- (Rupees Thirteen Crore Forty-Eight Lakh Eighty-Nine Thousand and Nine Hundred Only) as of March 31, 2026. This total capital is divided into 6,74,44,950 (Six Crore Seventy-Four Lakh Forty-Four Thousand Nine Hundred and Fifty) Equity Shares, each with a face value of Rs. 2/- (Rupees Two Only) as of March 31, 2026.

7. DIVIDEND

In alignment with the Companys strategic growth objectives and after due consideration of the prevailing market conditions and future expansion plans and conserve cash for the Companys operations, the Board of Directors has resolved not to recommend the dividend for the Financial Year 2025-26. This decision reflects the Boards commitment to strengthening the Companys long-term value and financial stability. We appreciate the continued support of our shareholders and remain committed to delivering long-term value.

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

The particulars of loans, guarantees securities given by the Company and investment made by the Company during the financial year 2025-26 are provided in Note 2 and 3 of the Companys Standalone Financial Statements.

9. BORROWINGS

The details of the borrowings in accordance with Section 180 of the Companies Act, 2013 are provided in the Notes to the Standalone Financial Statements of the Company for the financial year ended March 31, 2026.

10. DETAILS OF LOAN FROM DIRECTORS:

The Company during the year under review has not taken loan from any of its Directors during the financial year under review under Section 185 of the Companies Act, 2013.

11. ANNUAL RETURN

In compliance with the provisions of 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, 2026, in the prescribed Form MGT-7 is available on the website of the Company at https://www.focuslightingandfixtures.com/investors/annual-return/

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 3 (three) unlisted wholly-owned subsidiaries within and outside India, with details as of March 31, 2026, the details of the same is outlined below:

In accordance with the Companys policy on determining material subsidiaries, the status of each subsidiary as of March 31, 2026, is detailed below:

Materiality Status	Name of the Subsidiary	Country of Incorporation/ Jurisdiction
Material Subsidiary	Plus Light Tech F.Z.E.	United Arab Emirates (UAE)
Non-Material Subsidiary	Xandos Lighting And Fixtures Private Limited	India
	Focus Lighting & Fixtures Pte. Ltd.	Singapore

Policy on Material Subsidiary:

The Policy on Material Subsidiary framed by the Board of Directors of the Company is available on the Companys

Website at the following link: https://www.focuslightingandfixtures.com/focus_investor/policies/Policy%20on%20Material%20Subsidiary.pdf.

Details of Joint Ventures or Associate Companies:

The Company does not have any Joint Ventures or Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013 as of March 31, 2026. Furthermore, no material changes occurred in the nature of business operations of any of the Companys subsidiaries during the year under review.

Availability of Financial Statements:

In accordance with Section 136 of the Act, the Standalone and Consolidated Audited Financial Statements along with relevant accompanying information of the Company and the separate Audited Financial Statements of each of the subsidiary companies, are accessible on the website of the Company at: https://www.focuslightingandfixtures.com.

Subsidiary Disclosures:

The mandatory statutory disclosures regarding the Companys material subsidiary have been incorporated into the Corporate Governance Report forming part of this Annual Report.

In compliance with the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient financial features of the Companys subsidiaries in Form AOC-1 forms an integral part of the Consolidated Financial Statements. The detailed form is enclosed herewith as "Annexure III".

13. RELATED PARTY TRANSACTIONS

During the year under review, all the contracts/arrangements/transactions entered into by the Company with Related

Parties were on arms length basis in terms of provisions of the Act. The Companys Policy on dealing with Materiality of Related Party Transactions is available on the website of the Company athttps://www.focuslightingandfixtures.com/focus_investor/policies/Policy%20for%20Related%20Party%20Transactio ns.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, if any.

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) read with Section 188 of the Companies Act, 2013, 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 IV" 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 Companys website at: https://www.focuslightingandfixtures.com/focus_investor/policies/Policy%20for%20Related%20Party%20Transactio ns.pdf

14. DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

The Board of Directors of the Company comprises of consist of eminent professionals with extensive industry experience. In accordance with the provisions of the Companies Act, 2013, and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"); the Board composition as of March 31, 2026, includes an optimal combination of Executive, Non-Executive, Independent, and Women Directors. Each member possesses diverse expertise across multiple functional areas of corporate functioning and governance.

Your Companys Board as on March 31, 2026 comprises of 6 (six) Directors structured as follows:

Executive Directors: Two (including the Managing Director and a Woman Executive Director)

Non-Executive Independent Directors: Three

Non-Executive Non-Independent Director: One

In compliance with Section 203 of the Companies Act, 2013, the following officials are designated as the Key Managerial Personnel of the Company as on the date of this Boards report

1) Mr. Amit Vinod Sheth, Managing Director;

2) Mrs. Deepali Amit Sheth, Executive Director;

3) Mr. Tarun Udeshi, Chief Financial Officer ("CFO")

4) Ms. Mohini Sharma, Company Secretary & Compliance Officer* *Appointed with effect from June 13, 2026.

However, after the closure of Financial Year March 31, 2026, Ms. Shruti Seth, resigned from the post of Company Secretary & Compliance Officer of the Company with effect from June 06, 2026.

15. RE-APPOINTMENT OF DIRECTOR:

Pursuant to the applicable provisions of Section 152 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting ("AGM").

Consequently Mrs. Deepali Amit Sheth (DIN: 01141083), Executive Director of the Company shall retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the SEBI LODR Regulations, is annexed to the Notice of the 21^st Annual General Meeting.

The Board has confirmed that Mrs. Deepali Amit Sheth (DIN: 01141083) satisfies the fit and proper criteria as prescribed under the applicable regulations and that she is not disqualified from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. The Board recommends its members her re-appointment.

16. MEETINGS OF THE BOARD

The Board of Directors during the Financial Year 2025-26 has met 4 (four) 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 Boards Report.

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.

17. INDEPENDENT DIRECTOR

The Independent Directors of your Company possess the requisite integrity, expertise, and experience, including the professional proficiency required for their roles. They meet the criteria of independence specified under the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015. Furthermore, they operate entirely independent of the management and remain in strict compliance with the Code for Independent Directors prescribed in Schedule IV of the Act.

In compliance with the statutory mandates, all Independent Directors of the Company have confirmed their registration with the Indian Institute of Corporate Affairs, Manesar. Their names are successfully enlisted in the databank of Independent Directors within the prescribed timeline.

During the year under review, the independent directors were not paid any commission.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR

DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178.

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration, evaluation and other matters as provided under Section 178 of the Act and Listing Regulations. This Policy on appointment criteria for Directors & Senior Management and their remuneration is posted on the website of the Company at https://www.focuslightingandfixtures.com/focus_investor/policies/Remuneration%20Policy.pdf

19. PERFORMANCE EVALUATION OF THE BOARD

In accordance with the provisions of the Companies Act, 2013, and Regulation 17 of the SEBI (LODR) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, that of its committees, and of individual Directors.

The Company has in place a policy for the performance evaluation of Independent Directors, Board of Directors, Committees, and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director.

Pursuant to the provisions of the Companies Act, 2013, and SEBI LODR Regulations, a separate meeting of Independent Director was held on February 09, 2026 wherein the Independent Directors has carried out an annual evaluation of its performance and that of its Board and Committees as well as the performance of the Directors including the Chairman and Whole-Time Director individually. 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.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from all the Independent Directors in accordance with the provisions of Section 149(7) of the Companies Act, 2013 read with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of SEBI LODR Regulations in respect of meeting the criteria of independence provided under Section 149(6) of the Companies Act, 2013 and clause (b) of sub-regulation (1) of the Regulation 16 of SEBI LODR Regulations. The annual declaration as required under the Companies Act, 2013 and SEBI LODR Regulations were received from all the Directors and the same was placed before the Board and noted the same.

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

21. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors, of your Company in accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013 and to the best of their knowledge, belief and ability, and according to the information and explanations obtained by them confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the financial year ended March 31, 2026;

(c) the directors had taken 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;

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

(e) the directors had laid down internal financial controls followed by the Company and such internal financial controls are adequate and operating effectively; and

Explanation. For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

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

22. COMMITTEES OF THE BOARD

In compliance with the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015, the Company has established statutory Committees of the Board:

a) Audit Committee - In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI LODR Regulations, 2015;

b) Nomination and Remuneration Committee - In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015;

c) Stakeholders Relationship Committee - In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations, 2015; and

d) Corporate Social Responsibility Committee - In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility Committee ("CSR").

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

The comprehensive details regarding their composition, terms of reference, meetings, and attendance of the members in the respective meetings are explicitly provided in Annexure II of this Report.

23. DIRECTORS & OFFICERS LIABILITY INSURANCE

During the year under review, the Company has voluntarily undertaken Directors & Officers Liability Insurance for all its Directors & Officers in compliance with the requirements of Regulation 25(10) of the SEBI (LODR) Regulations, 2015.

24. AUDIT AND AUDITORS REPORT

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any clarifications.

a) Statutory Auditors and their Report

M/s. Patwa And Shah, Chartered Accountants, (Firm Registration No.: 131057W), were appointed as the Statutory Auditors of the Company for a term of 05 (five) consecutive years from the conclusion of the 20^th AGM till the conclusion of the 25^th AGM.

The Report given by M/s. Patwa And Shah, on the financial statements of the Company for the FY 2025-26 forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The said Auditor has carried out the limited review of the un-audited financial results for the first quarter ended June 30, 2026 of the financial year 2026-27. The Auditor has, however, tendered its resignation dated August 11, 2026 subsequent to the completion of the aforementioned limited review.

To fill the casual vacancy caused by the resignation of the said Auditors, the Board of Directors of the Company at their meeting held on August 11, 2026, based on the recommendation of the Audit Committee, has recommended to the Members of the Company the appointment of M/s. N A Shah Associates LLP, Chartered Accountants (FRN: 116560W / W100149), as Statutory Auditors of the Company, for a term of 05 (five) consecutive years from the conclusion of 21^st Annual General Meeting till the conclusion 26^th Annual General Meeting of the Company.

Accordingly, an Ordinary Resolution, proposing appointment of M/s. N A Shah Associates LLP, as the Statutory Auditors of the Company for a term of 05 (five) consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 21^st AGM of the Company. The Company has received the written consent and a certificate that M/s. N A Shah Associates LLP 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. N. A. Shah Associates LLP was established in the year 1965 and, over the past five decades, has established itself as a niche professional services firm offering a comprehensive suite of value-added services. The firm is committed to delivering practical and simple solutions that are relevant to and address the complex business and professional challenges faced by its clients. M/s. N. A. Shah Associates LLP is a "Peer Reviewed Firm" under the Institute of Chartered Accountants of India ("ICAI"). Accordingly, the firms quality control systems, processes and assurance-related work have been evaluated under the peer review mechanism of the ICAI. The firm is eligible for appointment as statutory auditor of the Company and is not disqualified from such appointment under the applicable provisions of the Companies Act, 2013, the Chartered Accountants Act, 1949, and the rules and regulations made thereunder. The firm offers a comprehensive and integrated range of professional services, including Assurance Services, Internal Audit and Risk Advisory Services, Direct and Indirect Tax Services, Due Diligence, Valuation and other Value-Added and Support Services, etc.

b) Internal Auditors and Internal Audit Report

In compliance with Section 138 of the Companies Act, 2013, the Board of Directors, at its meeting held on May 29, 2025, approved the re-appointment of M/s. Nandola & Co., Chartered Accountants (FRN: 128214W), as the Companys Internal Auditors. The firm is mandated to conduct the comprehensive internal audit framework for the Financial Year 2025-26. 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 on a quarterly basis.

c) Secretarial Auditors and Secretarial Audit Report

In accordance with the provisions of Section 204 of the Companies Act, 2013 and in terms of Regulation 24A of SEBI LODR Regulations 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 Company at its 20^th Annual General Meeting held on Monday, September 22, 2025 appointed 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, to conduct an Secretarial Audit of the secretarial records and compliances in accordance with the applicable provisions of the Companies Act, 2013, rules made thereunder, SEBI LODR Regulations and such other acts, regulations applicable to the Company from time to time. The Secretarial Auditor Report in form MR-3 under Section 204 of the Companies Act, 2013 for the Financial Year 2025-26 is appended hereto as "Annexure V" to this report The Secretarial Audit Report and Secretarial Compliance Report issued by M/s. Rathod and Co., Practicing Company Secretaries for the financial year 2025-26, does not contain any qualification, reservation, or adverse remark.

25. REPORTING OF FRAUDS BY THE AUDITORS

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, none of the Auditors of the Company have reported any instances of fraud, offences of fraud, or suspected fraudulent activities committed against the Company by its officers or employees during the financial year ended March 31, 2026.

26. THE EMPLOYEE STOCK OPTIONS PLANS

The Members of the Company via postal ballot on December 28, 2029 had approved and adopted the ‘Focus Lighting

And Fixtures Limited Employee Stock Option Plan 2019 ("the ESOP Plan 2019"/ "the Plan"). The scheme facilitates the issuance of employee stock options ("ESOPs") through the Trust Route to eligible employees of the Company and its subsidiaries and is administered by the Nomination and Remuneration Committee (acting as the Compensation Committee) constituted by the Company.

In connection with this plan, the National Stock Exchange of India Limited ("NSE") granted its in-principle approval on March 05, 2021 for the listing of upto a maximum of 5,00,000 Equity shares of Rs. 10/- each. Following the subdivision of the Companys equity shares, this in-principle approval stands adjusted to 25,00,000 equity shares of Rs.2/- each, effective from October 06, 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:

Number of ESOP shares	Completion date
1,56,500	May 08, 2025
2,69,604	August 04, 2025
93,750	October 16, 2025

Subsequently, the Nomination and Remuneration Committee ("NRC") of the Company at its meeting held on November 12, 2025 allotted 1,91,875 (One Lakh Ninety-One Thousand Eight Hundred And Seventy-Five) Equity Shares to "FLFL Employee Welfare Trust" for which the listing approval was granted by the Exchange on November 26, 2025.

The plan complies Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended from time to time. A certificate dated confirming this compliance has been obtained from the Secretarial Auditors of the Company, M/s. Rathod & Co., Practicing Company Secretaries, and is attached as "Annexure VI" to this Annual Report.

Further, the Company has complied with the disclosures required under Regulation 14 of the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, attached as "Annexure VII", forming part of this Annual Report. The detailed disclosures regarding the said ESOP Plan have been hosted on the Companys website and can be accessed at https://www.focuslightingandfixtures.com/investors/esops/.

The Board of Directors further confirms that there have been no material changes to the scheme, and that the scheme continues to comply with the applicable regulations.

27. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") as amended from time to time, your Company has constituted a Corporate Social Responsibility ("CSR Committee"). The Committee is primarily responsible for formulating and recommending a comprehensive CSR Policy to the Board of Directors, ensuring that all proposed initiatives strictly align with the approved activities listed in Schedule VII of the Companies Act, 2013 and its subsequent amendments. Beyond defining the scope of these initiatives, the Committee evaluates and recommends the specific budgetary expenditure required to execute the corporate social programs effectively. Additionally, they are tasked with the ongoing monitoring of the policys implementation and the structured development of an annual action plan to guide the companys social investments and compliance.

The composition of the CSR Committee, its terms of reference and disclosures on meetings held during the year are provided in the Corporate Governance Section to this Report.

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Amendment Rules, CSR Committee; your Company has in place a Corporate Social Responsibility Policy ("CSR Policy") which is in consonance with Section 135 indicating the activities to be undertaken by the Company, which has been approved by the Board. The said policy is available on the Companys website at the following link https://www.focuslightingandfixtures.com/focus_investor/general_policies/Corporate%20Social%20Responsibility% 20Policy.pdf.

The CSR initiatives undertaken by the Company during the year under review are as per the Companys CSR Policy. The CSR program of the Company aims to address the immediate and long-term needs of the community and focus on where the Company can make the major impact on marginalized sections of the society.

In accordance with Section 135 of the Companies Act, 2023 and the CSR Rules as amended from time to time; the Annual Report on CSR activities for the financial year 2025-26 giving details of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during the financial year 2025-26 are outlined in the Report on CSR Activities annexed as "Annexure VIII" to this report.

28. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

In line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has constituted Internal Committees ("IC") at both its corporate office and factory and any other offices established by the Company as its experience centres from time to time.

In alignment with your Companys commitment to a safe work environment, the Policy on Prevention of Sexual

Harassment at Workplace is hosted on the Companys website at https://www.focuslightingandfixtures.com/focus_investor/general_policies/Prevention%20of%20Sexual%20Harassm ent%20Policy.pdf. This policy establishes a robust framework for the prevention, prohibition, and redressal of sexual harassment across all operations. Accordingly, a formal Internal Complaints Committee ("ICC") remains active to address grievances through a structured lodging and redressal mechanism. The policy explicitly protects all categories of workforce, including permanent, contractual, temporary, and trainee personnel.

The disclosure as required under Section 22 of the PSOH Act read with the rules made thereunder, for the financial year 2025-26 is provided below.

Particulars	Response
a. Number of complaints of sexual harassment received	0
b. Number of complaints disposed-off	0
c. Number of sexual harassment complaints pending	0

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with Section 177 of the Companies Act, 2013, and Regulation 22 of the SEBI LODR Regulations, 2015, the Company has established a robust Whistle Blower Policy and Vigil Mechanism. This framework empowers employees and Directors to report genuine concerns regarding unethical behaviour, actual or suspected fraud, and violations of the Companys Code of Conduct. The mechanism features strict safeguards against the victimization of individuals who step forward, while providing direct access to the Chairman of the Audit Committee under exceptional circumstances. During the year under review, no whistleblower was denied access to the Audit Committee. The complete framework is hosted on the Companys website at: https://www.focuslightingandfixtures.com/focus_investor/policies/Vigil%20Mechanism.pdf

30. DISCLOSURE ON THE COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

In compliance with the provisions of the Maternity Benefit Act, 1961 as applicable; the Company remains dedicated to providing comprehensive maternal health and welfare benefits. Eligible women employees are fully supported with paid maternity leave, continuity of service, and uninterrupted salary progression. Furthermore, the Company facilitates smooth post-maternity transitions by offering essential workplace support, including designated nursing breaks and flexible work arrangements. 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.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains an adequate and effective Internal Financial Control system that aligns with the scale and complexity of its operations, under the oversight of the Audit Committee and the Board of Directors. To ensure complete objectivity and independence, the scope of the Internal Audit is strictly defined by the Audit Committee, with the Internal Auditors reporting directly to the Chairman of the Audit Committee. This structured framework guarantees robust governance, operational transparency, and independent risk assessment.

The Audit Committee of the Board of Directors of the Company plays a pivotal role reviewing the adequacy and effectiveness of these systems and suggests improvements to strengthen the same. All the significant audit observations of the Internal Auditors and follow-up actions were duly reported upon and discussed at the meetings of Audit Committee. To ensure a robust control environment, both the Statutory and Internal Auditors are regularly invited to these meetings to present their findings on the control systems and recommend corrective steps to bridge any identified gaps.

32. 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, 2026 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.

33. MAINTENANCE OF COST RECORDS

During the year under review, the maintenance of cost records under Section 148(1) of the Companies Act, 2013, was not applicable to the Company.

34. PUBLIC DEPOSIT

During the Financial Year 2025-26 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. Consequently, the disclosure of specific details prescribed under Rule 8(5)(v) of the Companies (Accounts) Rules, 2014, is not applicable.

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

During the year under review, there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

36. RISK MANAGEMENT POLICY

The Company identifies the major risks and functions such as the 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, etc.

The Company has in place a mechanism for risks and uncertainties that can impact its ability to achieve its strategic objectives, risk assessment, risk mitigation and minimization procedures and periodical review.

These risks are systematically addressed through mitigating actions on a continuing basis. These risks 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.

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.

In accordance with Regulation 21 of the SEBI LODR Regulations, the formation of the Risk Management Committee, is not applicable to the Company for the financial year ended March 31, 2026.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING

OUTGO

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014; the information on conservation of energy, technology absorption, foreign exchange earnings and outgo are provided herewith:

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 equipments:

During the year under review, the Company has invested an amount of approximately Rs 87,37,299/- (Rupees Eighty-Seven Lakh Thirty-Seven Thousand Two Hundred and Ninety-Nine Only) in an energy conservation project comprising installation of a 340 kWp at an approximate cost of Rs. 16,735 per kWp, solar power generating system at our factory located in Ahmedabad. This initiative is expected to contribute towards reduction in specific energy consumption and promote the use of renewable energy.

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. 1,322.89 Lacs

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

Imports of Goods/ Material Rs 3,311.25 Lacs

38. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 and 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 2025-26:

Name of the Director	Remuneration in the Year 2025-26 (Rs. in Lakhs)	Percentage increase in remuneration from previous financial year 2024-25	Ratio
Mr. Amit Sheth	141.66	41.66	31.90
Mrs. Deepali Sheth	65.33	55.55	14.71
Ms. Khushi Amit Sheth	5.85	-	1.31
*Mr. Tarun Udeshi	48.24	20%	-
*Ms. Shruti Seth	15.41	**-	-

Since remuneration is not paid to any other Director apart from the above, in the financial year 2025-26, their details are not required to be mentioned. *The above-mentioned remuneration details are exclusive of Bonus.

**Since the remuneration pertains to only for part of the Financial Year 2024-25, the percentage increase in remuneration is not comparable and, therefore, has not been disclosed.

b) The percentage increase in the median remuneration of employees in the financial year: -8.264%

c) Number of permanent Employees on the roll of the Company as on March 31, 2026:

Particulars	Number of Employees
1. Male	180
2. Female	34
3. Transgender	0
Total	214

d) Average percentile increases already made in the salaries of employees other than managerial personnel in FY

2025-26 and its comparison with the percentile increase in the managerial remuneration and justification thereof:

During the financial year 2025-26, the average annual increase in salaries of Employees other than the managerial personnel was 0.36%, during the financial year 2025-26, average annual increase in the managerial remuneration was 41.75%, there are no exceptional circumstances for the increase in the managerial remuneration during the financial year 2025-26. 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:

Name of the employ ees	Design ation	Remun eration receive d (Rs.)	Nature of employ ment, whethe r contrac tual or otherwi se	Qualification s and experience of the employee	Date of comm encem ent of emplo yment	Age of empl oyee	Last employmen t held by employee before joining the Company	Perc entag e of equit y share s held by the empl oyee	Whether such employee is a relative of any Director/ Manager of the Company, if so, Name of such Director or Manager
1. Santosh Prasad	Nation al Sales Head	1,79,39,4 72/-	Permanent	Mechanical Engineer and has experience of 28 years in the field of Lighting Industry	12-05- 2011	51	Asian Retail Lighting Limited	0.61%	No
2. Chintan Atulkum ar Shah	VP - Infra Sales	1,23,12,5 04	Permanent	EMBA with 25 years of experience in the field of Lighting Industry	01-09- 2023	43	Carrier Media India Private Limited	0.000 43%	No

39. MATERIAL CHANGES AND COMMITMENTS.

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

The Company successfully completed the phased acquisition of Xandos Lighting And Fixtures Private Limited, transforming it into a wholly-owned subsidiary of the Company early in FY 2025 26. A 32.67% equity purchase in FY 2024 25 brought our total stake to 83.67%, which was quickly followed by the acquisition of the final 16.33% share capital on April 05, 2025. The transaction met all the legal benchmarks stipulated under both the Companies Act, 2013, and SEBI LODR Regulations with no regulatory non-compliances observed reinforcing our commitment to transparent corporate governance.

40. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, ("IEPF Rules") and the amendments thereof, the Company has duly filed the statement of unclaimed and unpaid Interim Dividend for the financial year 2018-19 and Final Dividends for the Financial Year 2021-2022; Financial Year 2022-23 and Financial Year 2023-24, with the Investor Education and Protection Fund Authority ("IEPF Authority") through Form IEPF-2, for the applicable financial years.

The detailed list of unclaimed and unpaid dividends lying with the Company has been also uploaded on the Companys website at: https://www.focuslightingandfixtures.com/focus_investor/dividend/iepf_2/Statement%20of%20Unclaimed%20and% 20Unpaid%20Dividend%20FY%202024-25.pdf

Further, the Interim Dividend declared by the Company during the Financial Year 2018 19 shall be transferred by the Company to the IEPF Authority.

41. SECRETARIAL STANDARDS

During the year under review, your Company has complied with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"). Specifically, the Company adhered strictly to the provisions of SS-1, governing "Meetings of the Board of Directors," and SS-2, governing "General Meetings," ensuring the highest level of corporate governance and procedural discipline across all stakeholder interactions.

42. INDUSTRIAL RELATIONS

Industrial relations at all levels of the Company remained stable, healthy, and harmonious throughout the financial year. The Company extends its appreciation to the entire workforce for their dedication, cooperation, and commitment to maintaining an uninterrupted, high-performance environment

43. LISTING OF EQUITY SHARES

Your Companys equity shares are listed on the National Stock Exchange of India Limited ("NSE"). The Company has paid listing fees as prescribed for Financial Year 2026-27. The securities of the Company have not been suspended from trading in any of the stock exchanges during the year under review.

44. GENERAL DISCLOSURES

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 other material changes and commitments. 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

45. 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 Companys 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/-
	Amit Vinod Sheth	Deepali Amit Sheth
	Managing Director	Executive Director
	DIN: 01468052	DIN: 01141083
Date: August 11, 2026
Place: Mumbai