New Light Apparels Ltd Directors Report

DIRECTORS REPORT

Dear Members,

Your Directors are pleased to present the 30 th Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The financial performance of the Company for the financial year ended March 31, 2025 along with previous years figures is summarized below:

		Amount (in Lakhs)
Particulars	March 31, 2025	March 31, 2024
Revenue from Operations	1,724.57	1,205.27
Other income	-	12.17
Total Income	1,724.57	1,217.44
Total Expenses	1,618.82	1,177.53
Gross Profit/(Loss) before depreciation and Exceptional Items	105.75	39.91
Depreciation and amortization expenses	4.47	3.18
Exceptional Items- (Expenses)/ Income	-	-
Profit/(Loss) before tax	101.28	36.73
Income Tax Expense:	(12.71)	0.09
Net Profit/(Loss) for the year	113.99	36.64

2. STATE OF THE COMPANYS AFFAIRS:

During the year, your Company achieved a revenue from operations of Rs. 1,724.57 Lakhs and a net profit after tax of Rs. 113.99 Lakhs for the current Financial Year i.e. 2024-25 as compared to revenue from operations of Rs. 1,205.27 Lakhs and a net profit after tax of Rs. 36.64 Lakhs in the previous Financial Year, i.e. 2023-24. These financial results are presented in the Statement of Profit & Loss and are selfexplanatory. For a deeper understanding of our business performance, please refer to the Management Discussion & Analysis Report included in the Annual Report. Your directors are hopeful of generating more revenues and focusing further growth in coming years.

3. DIVIDEND:

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2024-25.

4. TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the Reserves for the year ended March 31, 2025.

5. SHARE CAPITAL:

a. Authorised Share Capital

The Authorised share capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 30,00,00,000 (Thirty Crore) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each as on 31st March, 2025.

Changes during the F.Y. 2024-2025:

During the year 2024-2025, the Company has increased its Authorized Share Capital Rs. 3,50,00,000 (Rupees Three Crore Fifty Lakh only) divided into 35,00,000/- (Thirty-Five Lakhs) Equity shares of Rs.10/- (Rupees Ten only) each to Rs 10,50,00,000/- (Rupees Ten Crores and Fifty Lakhs Only) divided into 1,05,00,000 (One Crore Five Lakhs) Equity Shares of Face Value of Rs 10/- (Rupee Ten Only) each by way of passing an Ordinary Resolution by the members of the company at the Extra-Ordinary General Meeting (EGM) held on 5th March, 2024.

Subsequently, at the 29th Annual General Meeting (AGM) of the Company held on Monday, 23rd September, 2024 there was a further increase in the Authorized Share Capital of the company from Rs. 10,50,00,000/- (Rupees Ten Crore Fifty Lakh) divided into 1,05,00,000 (One Crore Five Lakh Only) Equity Shares of Rs. 10/- (Rupee Ten Only) each to Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 30,00,00,000 (Thirty Crore) Equity Shares of Rs. 1/- (Rupee One Only) each, by way of passing an Ordinary Resolution by the members of the company.

At the same AGM, the members of the company approved sub-division/stock-split of equity shares of the company from the face value of Rs. 10/- (Rupee Ten Only) per share to face value of Re. 01/- (Rupee One Only) per share, by way of passing an Ordinary Resolution.

b. Issued, Subscribed & Paid-Up Capital

The Paid-Up Capital of the Company is Rs. 8,76,00,150/- (Rupees Eight Crores Seventy-Six Lakhs One Hundred Fifty Only) divided into 8,76,00,150 (Eight Crores Seventy-Six Lakhs One Hundred Fifty) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each as on 31st March, 2025.

Changes during the F.Y. 2024-2025:

At the End of Financial Year 2024-25, i.e. on 31st March 2024 the paid-up capital of the company stood at Rs. 2,19,62,300/- (Rupees Two Crore Nineteen Lakh Sixty-Two Thousand Three Hundred Only) divided into 21,96,230 (Twenty-One Lakh Ninety-Six Thousand Two Hundred Thirty) equity shares of face value Rs. 10/- each.

During the year, the Paid-up Capital of the Company is increased to Rs.8,76,00,150/- divided into 8,76,00,150 Equity Shares of Face Value of Re. 1/- in the following manner:

• Preferential Offer: Issue and allotment of 51,87,285 (Fifty-One Lakh Eighty-Seven Thousand Two Hundred and Eighty-Five) equity shares of face value of Rs. 10/- (Rupees Ten) each on Preferential Basis at a price of Rs. 17/- each (Rupees Seventeen) (including Rs. 7/- premium) as per terms approved by shareholders by passing Special Resolution in Extra-Ordinary General Meeting of the

Company on 5th March, 2024. The date of allotment of the said Equity Shares as approved by Board of Directors was 5th April, 2024 and the date of listing and trading on BSE Limited was 2nd August, 2024.

• Conversion of Loan into Equity: Issue and allotment of 4,38,500 (Four Lakh Thirty-Eight Thousand and Five Hundred) equity shares of face value of Rs. 10/- (Rupees Ten) each at a price of Rs. 17/- each (Rupees Seventeen) (including Rs. 7/- premium) by way of conversion of outstanding loan of amount of Rs. 74,54,500/- (Rupees Seventy-Four Lakhs Fifty-Four Thousand and Five Hundred Only) to Equity Shares of the company as per terms approved by shareholders by passing Special Resolution in Extra-Ordinary General Meeting of the Company on 5th March, 2024. The date of allotment of the said Equity Shares as approved by Board of Directors was 5 th April, 2024 and the date of listing and trading on BSE Limited was 2nd August, 2024.

• Stock Split: The members at the 29th Annual General Meeting (AGM) of the Company held on Monday, 23rd September, 2024 approved sub-division/stock-split of equity shares of the company from the face value of Rs. 10/- (Rupee Ten Only) per share to face value of Re. 01/- (Rupee One Only) per share, by way of passing an Ordinary Resolution. The Board of Directors fixed the Record Date for the purpose of Sub-Division of the Equity Shares as 10th October, 2024. Subsequently, BSE Limited issued New ISIN for the Sub-Divided Equity Shares of the company as INE835U01027 on and from the Ex-Date i.e. 10-10-2024.

• Conversion of warrants into Equity: Allotment of 93,80,000 equity shares by way of conversion of 93,80,000 warrants into 93,80,000 equity shares of face value of Re. 1/- each in pursuance of 1 warrant converted into 1 equity shares of Re. 1.7/- each fully paid fully paid up comprising the premium of Re. 0.7/- Per Share as per terms approved by shareholders by passing Special Resolution in Extra-Ordinary General Meeting of the Company on 5th March, 2024. The date of allotment of the said Equity Shares as approved by Board of Directors was 22nd October, 2024 and the date of listing and trading on BSE Limited was 16th December, 2024.

Therefore, the Paid-up Capital of the Company currently stands at Rs. 8,76,00,150/- divided into 8,76,00,150 Equity Shares of Face Value of Re. 1/- each.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors

During the reporting period, the Board of the Directors is duly constituted. Following are the details of Directors of the Company as on 31st March, 2025:

Sr. No.	Name of Directors	Designation	DIN	Date of Appointment
1.	Sandeep Makkad	Managing Director	01112423	10/08/2016
2.	Suraj Parkash Goel	Non- Executive Director	10700506	28/10/2024
3	Anuj Tyagi	Non-Executive Independent Director	08261420	01/02/2024
4.	Aditya Jain	Non-Executive Independent Director	07936790	01/02/2024
5.	Dolly Jain	Non-Executive Women Director	08161861	01/02/2024

b) Key Managerial Personnels (KMP)

Following are the details of Key Managerial Personnel (KMP) of the Company as on 31st March,

2025:

Sr. No.	Name of KMP	Designation	Date of Appointment
1.	Sandeep Makkad	Chief Financial Officer	11/09/2020
2.	Kavita Bisht	Company Secretary	29/11/2024

Changes in the Management of the company during the F.Y. 2024-2025:

• Mr. Suraj Parkash Goel (DIN: 10700506), has been appointed as a Non-Executive Director on the Board of the Company w.e.f. 28th October, 2024.

• Ms. Kavita Bisht (ICSI Membership No. A72041) has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 29th November, 2024 upon the resignation of Mr. Suneel Sahu (ICSI Membership No. A54321) the former company secretary of the company w.e.f. 16th November, 2024.

NOTE: Changes in the Management of the company after 31st March 2025-

• Appointment of Mr. Gurcharan Lai Makkad (DIN: 01689768), has been appointed as an Executive Director on the Board of the Company w.e.f. 10th April, 2025.

• Appointment of Mr. Navneet Kumar (ICSI Membership No. A76321) as a Company Secretary and Compliance Officer of the Company w.e.f. 01st May, 2025 upon the resignation of Ms. Kavita Bisht (ICSI Membership No. A72041) the former Company Secretary of the company w.e.f. 01st May, 2025.

• Appointment of Ms. Himanshi Sharma (DIN: 11129724) as an Additional Director in the Category of Executive Director on the Board of Directors of the Company w.e.f. 30th May, 2025 later redesignated as the Managing Director of the Company w.e.f. 11th June, 2025.

• Change in designation and Step Down of Mr. Sandeep Makkad (DIN: 10700506) from the position of "Managing Director" to "Non-Executive Director" of the company w.e.f. 11th June, 2025.

• Cessation of Mr. Sandeep Makkad from the position of Chief Financial Officer (CFO) of the Company w.e.f. 11th June, 2025 and appointment of Mrs. Himanshi Sharma as Chief Financial Officer (CFO) of the company w.e.f. 11th June, 2025.

• Change in designation of Mr. Suraj Prakash Goel (DIN: 10700506) from the category ofNon- Executive to Executive Director of the Company w.e.f. 11th June, 2025.

• Resignation of Mr. Gurcharan Lai Makkad (DIN: 01689768) from the position of Director of the Company w.e.f. 11th June, 2025.

c) Retirement by Rotation:

Mr. Suraj Prakash Goel (DIN: 10700506) Executive Director of the company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Suraj Prakash Goel has been included in the Notice convening the ensuing AGM.

The Company has received consent in writing to act as director in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would give immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to the appointment of above directors for the approval of shareholders of the company.

d) Number of meetings of the Board of Directors:

The Board of the company regularly meets to discuss various business opportunities. Additional Board Meetings are convened as and when required to discuss and decide on various business policies, strategies and other businesses.

During the financial year 2024-25, the Board of directors duly met 13 (Thirteen) times and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose, details of which are given below:

1. 05th April, 2024

2. 30th May, 2024

3. 08th July, 2024

4. 13th August, 2024

5. 28th August, 2024

6. 3rd September, 2024

7. 14th October, 2024

8. 22nd October, 2024

9. 28th October, 2024

10. 13th November, 2024

11. 29th November, 2024

12. 11th February, 2025

13. 10 th March, 2025

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The details of attendance of Directors at the Board Meetings are given herein below:

Director	Category	No. of Meetings Attended during the F.Y. 2024- 2025
Sandeep Makkad	Managing Director	13
Suraj Parkash Goel (Appointed as on 28/10/2024)	Non-Executive Director	4
Anuj Tyagi	Non-Executive Independent Director	13
Aditya Jain	Non-Executive Independent Director	13
Dolly Jain	Non-Executive Women Director	13

7. CHANGE IN NATURE OF BUSINESS:

The Company has not changed its business or objects and continues to be in the same line of business as per the main objects of the Company during the period under review i.e. F.Y. 2024-2025.

NOTE: Change in the Main Object of the company after 31st March 2025

• The Object Clause of Memorandum of Association of the company has been altered vide a special resolution passed by members of the company at the 29th AGM of the company as held on 23rd September, 2025 at 12:30 p.m.

• The Object Clause of Memorandum of Association of the company has been altered vide a special resolution passed by members of the company through postal ballot and remote e-voting concluded on 10th April, 2025 at 05:00 p.m.

• Further, the Object Clause of Memorandum of Association of the company has been altered vide a special resolution passed by members of the company through postal ballot and remote e-voting concluded on 02nd August, 2025 at 05:00 p.m.

8. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the reporting period, the company does not have any holding company or subsidiary company or joint venture.

9. SECRETARIAL STANDARD:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly followed by the Company.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund.

11. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business as part of Companys philosophy of adhering to highest ethical standards, transparency and accountability.

All Related Party Transactions up to 31st March 2025 were placed before the Audit Committee and the Board for approval. Also, prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year 2024-25. The transactions entered pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its review on a quarterly basis.

The particulars of contracts or arrangements with related parties as defined under Section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto and marked as Annexure - I and forms part of this Report.

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Companys website at: https://www.newlightapparels.com/.

Further, none of the Directors/Key Managerial Personnel has any pecuniary relationships or transactions vis-a-vis the Company which may have potential conflict with the interest of the Company at large.

12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.

13. INTERNAL FINANCIAL CONTROLS:

The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following:

(i) Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization.

(ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

(iii) Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

(iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

(v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

14. AUDITORS &THEIR REPORT:

> Statutory Auditors

In terms of provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Members of our Company in its 27th Annual General Meeting of the Company have approved the re-appointment of M/s NGMKS & Associates, Chartered Accountant, (FRN - 02 449 2N) as Statuary Auditor of the Company for five years of the second term and hold office till the conclusion of 31st Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, ratification by members every year for the appointment of the Statutory Auditors is no longer required. Accordingly, no resolution is being proposed for ratification of appointment of M/s NGMKS & Associates Chartered Accountant, (Firm No-024492N) and they will continue as the Statutory Auditors of the Company till the conclusion of the 31st Annual General Meeting of the Company.

Further the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. There were no observations or qualifications, or remarks made by the Statutory Auditors in their report for the financial year ended 31 March 2025.

> Cost Audit

The Company is maintaining cost records as prescribed under the Companies (Cost Records and Audit) Rules, 2014, pursuant to Section 148(1) of the Companies Act, 2013, as amended from time to time. The records are made and maintained as applicable to the nature of the Business of the Company. However, the provisions relating to cost audit is not applicable to the Company for the financial year 2024-25.

> Secretarial Audit

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Shashank Kumar & Associates, a peer reviewed Practicing Company Secretaries (PR Certificate No. - 2617/2022) as Secretarial Auditor of the Company for the Financial Year 2024-25.

In accordance with the provisions of Section 204 of the Act, M/s. Shashank Kumar & Associates conducted the secretarial audit for the financial year ended 31 March 2025. The Secretarial Audit Report issued by the Secretarial Audit in Form MR-3 is attached as Annexure II and forms part of the Directors Report. There are no qualifications or remarks.

> Internal Audit

In terms of the provision of the Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014, the Board had appointed M/s. Sahil Gambhir & Associates, Chartered Accountants as Internal Auditor of the Company for the Financial Year 2024-2025.

The Report of the Internal Auditors is reviewed by the Audit Committee.

15. COMMITTEES OF THE BOARD

The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder during the reporting period and up to the date of this report:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

> Audit Committee

The Audit Committee comprises of three (3) members, two (2) of them are Non-Executive Independent Director and one (1) is Non- executive director. The Committees composition and terms of reference meet with requirements of Section 177 of the Companies Act, 2013 and Listing Regulations. Members of the Audit Committee possess financial/accounting expertise/exposure.

Composition of the Audit Committee

The committee comprises the following directors as on 31st March, 2025:

Sr. No.	Name of the Director	Designation	Nature of Directorship
1.	Mr. Anuj Tyagi	Chairperson	Non-Executive Independent Director
2.	Mr. Aditya Jain	Member	Non-Executive Independent Director
3.	Ms. Dolly Saini	Member	Non-Executive Woman Director

All the members of the Committee have accounting and financial management expertise. The Company Secretary is the secretary to the committee. The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

ii. To review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. T o examine the financial statement and the auditors report thereon;

iv. T o approve or any subsequent modification of transactions of the company with related parties;

v. To conduct scrutiny of inter-corporate loans and investments;

vi. To evaluate undertakings or assets of the company, wherever it is necessary;

vii. To evaluate internal financial controls and risk management systems;

viii. To monitor the end use of funds raised through public offers and related matters.

ix. T o call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.

x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

The Audit Committee functions in accordance with the terms of reference specified by the Board of Directors and ensures the integrity of the Companys financial reporting process, compliance with legal and regulatory requirements, and the adequacy of internal control systems.

During the financial year 2024-2025, four (4) meeting of Audit Committee were held as under:

• 30th May, 2024

• 13th August, 2024

• 13th November, 2024

• 11th February, 2025

> Nomination and Remuneration Committee

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess sound knowledge /expertise/exposure.

Composition of the Nomination and Remuneration Committee

The committee comprises the following directors as on 31st March, 2025:

Sr. No.	Name of the Director	Designation	Nature of Directorship
1.	Mr. Anuj Tyagi	Chairperson	Non-Executive Independent Director
2.	Mr. Aditya Jain	Member	Non-Executive Independent Director
3.	Ms. Dolly Saini	Member	Non-Executive Woman Director

The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

3. To ensure that:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

(d) The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

During the financial year 2024-25, Three (3) meeting of Nomination Remuneration Committee were held as under:

• 28th October, 2024

• 29th November, 2024

• 10th March, 2025

> Stakeholders Relationship Committee

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Companys transfer of securities and Redressal of shareholders/Investors/Security Holders Complaints.

Composition of the Stakeholders Relationship Committee

The committee comprises the following directors as on 31st March, 2025:

Sr. No.	Name of the Director	Designation	Nature of Directorship
1.	Mr. Aditya Jain	Chairperson	Non-Executive Independent Director
2.	Mr. Anuj Tyagi	Member	Non-Executive Independent Director
3.	Ms. Dolly Saini	Member	Non-Executive Woman Director

During the financial year 2024-2025, One (1) meeting of Stakeholders Relationship Committee were held as under: • 02nd August, 2024

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

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

17. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Monday, 17th February, 2025 at Registered office of the Company at GC-29, BASEMENT, SHIVAJI ENCLAVE, RAJA GARDEN, NEW DELHI-110027 to evaluate their performance.

18. DECLARATION BY INDEPENDENT DIRECTORS:

In accordance with the provisions of Section 149(6) of the Companies Act, 2013, and the rules made thereunder, the Company has received declarations from the following Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and are not disqualified from continuing as Independent Directors of the Company:

1. Mr. Anuj Tyagi - Independent Director

2. Mr. Aditya Jain - Independent Director

These declarations confirm that they are independent of the management and possess the requisite integrity, expertise, and experience to serve on the Board as Independent Directors. The Board of Directors places on record its deep appreciation for the valuable contributions made by the Independent Directors in guiding the Company towards sustained growth and governance excellence.

19. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

In compliance with the provisions of the Act, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

> Board

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of Board, having regard to various criteria such as Board Composition, Board processes, Board dynamics, etc. The Independent Directors at their spate meeting also evaluated the performance of Board as whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as whole was satisfactory.

> Committees of the Board:

The performance of Audit Committee, Nomination and Remuneration Committee, the Stakeholders Relationship Committee, was evaluated by the Board having regard to various criteria. The Board was of the view that all the committees were performing their functions satisfactorily.

> Individual Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non- independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters:

> Relevant expertise;

> Attendance of Directors in various meetings of the Board and its Committees;

> Effective participation in decision making process;

> Objectivity and independence;

> Level of awareness and understanding of the Companys business;

> Professional conduct of the directors in various meetings of the Board and its committees;

> Compliance with the Code of Conduct of the Company;

> Ability to act in the best interest of the Company.

20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3):

The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Companys website at https://www.newlightapparels.com/.

The Objective of the Policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

21. VIGIL MECHANISM POLICY:

The Company has also established a Vigil Mechanism Policy, which provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct or ethics policy. The mechanism provides adequate safeguards against victimization of persons who use such a mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

The Audit Committee oversees the functioning of this Vigil Mechanism and ensures that all reported concerns are appropriately investigated and addressed.

The Board of Directors is committed to maintaining the highest standards of transparency and integrity and will continue to ensure that these principles are upheld.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the reporting period, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations.

23. DEPOSITS:

During the reporting period, Company has not invited, accepted or renewed any deposit from the public in terms of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Accordingly, the requirement to furnish details relating to deposits covered under Chapter V of the Companies Act, 2013 does not arise.

24. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

During the financial year 2024-25, the Company has not given any security or guarantees under the provisions of Section 186 of the Act. The details of Loans and advances are provided in the Notes to the Standalone Financial statements for the financial year ended 31 March 2025.

25. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 (the Act) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is available on the Companys website. Stakeholders can access the detailed extract of the Annual Return for the financial year at the following link: https://www.newlightapparels.com/ .

26. CORPORATE SOCIAL RESPONSIBILITY:

As the provisions of Section 135 are not applicable, the Company has not made any policy on the corporate social responsibility.

27. CORPORATE GOVERNANCE REPORT:

As per Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V shall not apply, in respect of -

a. The listed entity having paid up equity share capital not exceeding Rupees Ten Crore and net worth not exceeding Rupees Twenty-Five Crore, as on the last day of previous financial year.

b. The listed entity which has listed its specified securities on the SME Platform.

The company, New Light Industries Limited (Formerly known as New Light Apparels Limited) falls under the ambit of the aforesaid exemption, the compliance with the Corporate Governance provision specified in the aforesaid Regulation shall not be applicable to the Company.

Therefore, the company is not required to submit Corporate Governance Report for the quarter ended 30th June, 2025.

28. MANAGEMENT, DISCUSSION AND ANALYSIS REPORT:

The Management, Discussion and Analysis Report for the Financial Year 2024-25 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure-III.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company under section 143(12) of the Companies Act, 2013.

30. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy	Since the Company does not fall under any of the industries covered by the Companies (Accounts) Rules,
(ii) the steps taken by the company for utilizing alternate sources of energy	2014. Hence, the requirements of disclosure in relation to the Conservation of Energy and Technology Absorption are not applicable to it.
(iii) the capital investment on energy conservation equipments

(b) Technology absorption

(i) the efforts made towards technology absorption	Since the Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the Conservation of Energy and Technology Absorption are not applicable to it.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development	NIL

(c) Foreign exchange earnings and Outgo

Earnings in Foreign Currency	12.53
Expenditure in Foreign Currency	268.05

31. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company and Directors is furnished hereunder:

A. The ratio of remuneration of each Director to the median remuneration of the employees of the company, along with the percentage increase in remuneration of each Director, Chief Financial Officer (CFO) and Company Secretary for the financial year 2024-25 is as follows:

Sr. No.	Name of Directors and KMP	Designation	Ratio of Remuneration of Director and KMP to Median Remuneration	% Increase in the Remuneration*
1	Sandeep Makkad	Managing Director/CFO	1.17:1	-
2	Suraj Parkash Goel	Whole-time director	1.07:1	-
3	Aditya Jain	Independent Director	0.92:1	-
4	Anuj Tyagi	Independent Director	0.92:1	-
5	Dolly Saini	Independent Director	0.92:1	-
6	Kavita Bisht	Company Secretary	-	-
7	Suneel Sahu	Company Secretary	-	-

*There is no remuneration paid to the aforesaid mentioned persons by the Company in Financial Year 2023- 24.

Notes:

• The aforesaid details are calculated on the basis of Remuneration for the financial year 2024-25.

• Ms. Kavita Bisht (ICSI Membership No. A72041) has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 29th November, 2024 upon the resignation of Mr. Suneel Sahu (ICSI Membership No. A54321) the former company secretary of the company w.e.f. 16th November, 2024

• The aforesaid details are calculated on the basis of remuneration for the financial year 2024-25 and include sitting fees paid to Directors and commission to the Executive Chairman, Managing Director and Independent Directors.

B. The percentage increase in median remuneration of employees for the financial year 2024-2025 is: -51%

C. Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year, and its comparison with the percentile increase in the managerial remuneration and justification thereof, and point out if there are any exceptional circumstances for an increase in the managerial remuneration: Nil

D. Affirmation:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Nomination and Remuneration Policy of your Company.

E. Number of permanent employees on the rolls of the Company as on 31st March 2025-

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees - Nil

b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month - Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company - Nil

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

The Company has in place a policy for the prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act, 2013"). Internal committees have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the reporting period, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

33. POLICY FOR PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 9, 2023 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company. The Code of Fair Disclosure is available on the website of the Company https://www.newlightapparels.com/

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company https://www.newlightapparels.com/

34. APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

35. 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 REASONS THEREOF:

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 under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the reporting period.

36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

37. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Material events which occurred between the end of the financial year to the date of this report are mentioned below:

Change of name of the Company from "New Light Apparels Limited" to "New Light Industries Limited":

• We wish to inform the shareholders, that the Office of the Central Processing Centre, Ministry of Corporate Affairs, has given the approval for change of name of the Company from "New Light Apparels Limited" to "New Light Industries Limited" by issuing a fresh Certificate of Incorporation pursuant to change of name of the Company dated 19th August, 2025.

• It is further informed that the members of the Company had approved the Change the name of the company from "New Light Apparels Limited" to "New Light Industries Limited" by way of passing a Special Resolution dated 02 nd August, 2025 through Postal Ballot Process by remote e-voting vide notice dated 03rdJuly, 2025.

38. WEBSITE DISCLOSURE:

The Company maintains an updated website at https://www.newlightapparels.com/, which serves as a comprehensive resource for stakeholders, including shareholders, investors, and the general public. The website contains important information about the Companys operations, corporate governance policies, financial reports, statutory filings, and other relevant details.

39. GENERAL:

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

(a) Issue of Equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

(c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Companys customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the industry.

	By order of the Board of Directors
	For New Light Industries Limited
	(Formerly known as New Light Apparels Limited)
	Sd/-	Sd/-
Date: 04th September, 2025	Suraj Parkash Goel	Himanshi Sharma
Place: New Delhi	Director	Managing Director
	DIN: 10700506	DIN: 11129724