New Light Industries Ltd Directors Report

Dear Members of,

New Light Industries Limited

(Formerly known as New Light Apparels Limited)

Your Directors are pleased to present the 31st Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended 31st March, 2026.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The financial performance of the Company for the financial year ended 31st March, 2026 along with previous years figures is summarized below:

		Amount (in Lakhs)
Particulars	31st March, 2026	31st March, 2025
Revenue from Operations	709.04	1,724.57
Other income	23.89	-
Total Income	732.93	1,724.57
Total Expenses	676.64	1,623.29
Exceptional Items- (Expenses)/ Income	-	-
Profit / (Loss) before tax	56.29	101.28
Income Tax Expense:	14.17	(12.71)
Net Profit/(Loss) for the year	42.12	113.99

2. STATE OF THE COMPANYS AFFAIRS:

During the year, your Company achieved a revenue of Rs. 709.04 Lakhs and a net profit after tax of Rs. 42.12 Lakhs for the current Financial Year i.e. 2025-26 as compared to revenue of Rs. 1 ,724.57 Lakhs and a net profit after tax of Rs. 113.99 Lakhs in the previous Financial Year, i.e. 2024-25. These financial results are presented in the Statement of Profit & Loss and are self-explanatory. 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 2025-26.

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 31st March, 2026.

5. SHARE CAPITAL:

a. Authorised Share Capital

As on 31st March, 2026, 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.

b. Issued, Subscribed & Paid-Up Capital

As on 31st March, 2026, 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.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of D irectors

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, 2026:

S. No. Name of Directors	Designation	DIN	Date of Appointment
1. Saurabh Agrawal	Managing Director	08592095	23/03/2026
2. Suraj Parkash Goel	Executive Director	10700506	28/10/2024
3 Sandeep Makkad	Non-Executive Non-Independent Director	01112423	03/01/1995
4. Anuj Tyagi	Non-Executive Independent Director	08261420	01/02/2024
5. Aditya Jain	Non-Executive Independent Director	07936790	01/02/2024
6 Dolly Saini	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 31^st March, 2026:

S. No. Name of KMP	Designation	Date of Appointment
1. Saurabh Agrawal	Managing Director & Chief Financial Officer	23/03/2026
2. Navneet Kumar	Company Secretary	01/05/2025

Changes in the Management of the company during the F.Y. 2025 - 2026:

• Step down and change in designation of Mr. Sandeep Makkad (DIN: 10700506) from the position of "Managing Director" to "Non-Executive Director" of the company and resignation from the position of Chief Financial Officer (CFO) of the Company w.e.f. 11th June, 2025.

• Appointment of Mrs. Himanshi Sharma (DIN: 11129724) as an Additional Director on the Board of Directors of the Company w.e.f. 30th May, 2025, later re-designated as the Managing Director of the Company & took the chair as CFO of the company w.e.f. 11th June, 2025, and subsequently resigned from the office of Managing Director and CFO of the Company w.e.f. 23rd March, 2026.

• Appointment of Mr. Saurabh Agrawal (DIN: 08592095) as an Additional Director designated as Managing Director of the Company w.e.f. 23rd March, 2026 simultaneously he took the chair as CFO of the company w.e.f. 23rd March, 2026 upon the resignation of Mrs. Himanshi Sharma, the former MD & CFO of the company w.e.f. 23rd March, 2026. ^•

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

• Appointment of Mr. Gurcharan Lal Makkad (DIN: 01689768), as an Executive Director on the Board of the Company w.e.f. 10th April, 2025 later resigned from the office of Director of the Company w.e.f. 11th June, 2025.

• Appointment of Mr. Navneet Kumar (ICSI Membership No. A76321) as the Company Secretary & Compliance Officer of the Company w.e.f. 01^st 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.

c) Retirement by Rotation:

Mr. Suraj Prakash Goel (DIN: 10700506), the 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 as Annexure to the Notice.

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 2025-26, the Board of directors duly met 09 (Nine) 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. 01^st May, 2025

2. 30^th May, 2025

3. 11^th June, 2025

4. 03^rd July, 2025

5. 13^th August, 2025

6. 04^th September, 2025

7. 13^th November, 2025

8. 12^th February, 2026

9. 23^rd March 2026

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:

Name of Director	No. of Board Meetings (2025-2026)
	Number of Board Meetings eligible to attend	Number of Board Meetings attended
Saurabh Agrawal*	1	1
Himanshi Sharma**	8	8
Sandeep Makkad	9	9
Suraj Parkash Goel	9	9
Anuj Tyagi	9	9
Aditya Jain	9	9
Dolly Saini	9	9

*Saurabh Agrawal was appointed on the Board of the Company on 23rd March, 2026.

**Himanshi Sharma was appointed on the Board of the Company on 30th May, 2025.

7. CHANGE IN NATURE OF BUSINESS:

The Company has not changed its business and continues to be in the same line of business as per the main objects of the Company during the period under review. However, the Company has incorporated new objects in its MOA,

i.e., to undertake the manufacturing, trading, import, export, distribution and servicing of electrical and electronic products and household appliances; to undertake business activities relating to electric vehicles (EVs), including EVs, batteries, charging infrastructure, components, servicing and R&D; and to carry on general trading, import- export, e-commerce, quick commerce and omni-channel retail activities in India or abroad.

Details of Change in the Main Object of the company during the F.Y 2025-2026:

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

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

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

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

During the year under review, there were no material changes or commitments which have affected or may affect the financial position of the Company other than those specified below:

Name Change of the Company: During the period under review, the name of the Company was changed from "New Light Apparels Limited" to "New Light Industries Limited". The Board of Directors of the Company, at its meeting held on 11th June, 2025, approved the proposal for change of the name of the Company. Subsequently, the Members of the Company approved the change of name by way of passing a Special Resolution through Postal Ballot on 2nd August, 2025. Thereafter, the Central Processing Centre, Ministry of Corporate Affairs, accorded its approval for the change of name of the Company and issued a fresh Certificate of Incorporation pursuant to change of name dated 19 th August, 2025. Further, the new name was duly acknowledged and approved by the Stock Exchange and became effective for the purposes of listing and trading with effect from 3rd October, 2025.

9. 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.

10. 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.

11. 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.

12. 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 2026 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 2025-26 whenever required.

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://newlightindustries.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.

13. 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.

14. 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.

15. 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 at the 27^th Annual General Meeting of the Company have approved the re-appointment of M/s NGMKS & Associates, Chartered Accountant, (FRN-024492N) as Statuary Auditor of the Company for five years of the second term and hold office till the conclusion of 31st Annual General Meeting. Therefore, M/s. NGMKS & Associates will complete their two consecutive terms as Statutory Auditors of the Company on conclusion of ensuing 31st AGM.

Hence, the Board of Directors of the Company (the Board), have proposed to the Members of the Company, appointment of M/s Kapish Jain & Associates, Chartered Accountants (FRN: 022743N) as Statutory Auditors of the Company in place of M/s. NGMKS & Associates. The proposed appointment is for a term of 5 (five) consecutive years from the conclusion of 31^st AGM till the conclusion of the 36th AGM, subject to the approval of the Members at the ensuing AGM.

Further the Report of the Statutory Auditors along with notes to accounts 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 2026 is self-explanatory and, therefore, does not call for any further comments or explanations from the Board of Directors.

> 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 2025-26.

Thus, M/s. Shashank Kumar & Associates conducted the secretarial audit for the financial year ended 31st March 2026. 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 2025-2026.

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

> 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 2025-26.

16. COMMITTEES OF THE BOARD

The Company has duly constituted 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, 2026:

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. To examine the financial statement and the auditors report thereon;

iv. To 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. To 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 2025-2026, four (4) meeting of Audit Committee were held as under:

• 30th May, 2025

• 13th August, 2025

• 13th November, 2025

• 11th February, 2026

> 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, 2026:

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 2025-26, Four (4) meeting of Nomination Remuneration Committee were held as under:

• 1st May, 2025

• 30th May, 2025

• 11th June, 2025

• 23rd March 2026

> 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, 2026:

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 2025-2026, One (1) meeting of Stakeholders Relationship Committee were held as under: • 04^th September, 2025

17. 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 31^st March, 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 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.

18. 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 Tuesday, 12^th February, 2026 at Registered office of the Company at GC-29, Basement, Shivaji Enclave, Raja Garden, New Delhi-110027 to evaluate their performance.

19. 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.

20. 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.

21. 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://newlightindustries.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.

22. 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.

23. 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.

24. 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.

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

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the Notes to the Standalone Financial statements for the financial year ended 31 March, 2026.

26. WEB ADDRESS 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: / /newlightindustries.com / .

27. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the provisions relating to Corporate Social Responsibility ("CSR") under Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the Company. Accordingly, the Company was not required to constitute a CSR Committee, formulate a CSR Policy or incur any expenditure towards CSR activities during the financial year under review.

28. 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 year 31^st March, 2026.

29. MANAGEMENT, DISCUSSION AND ANALYSIS REPORT:

The Management, Discussion and Analysis Report for the Financial Year 2025-26 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure-III.

30. 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 of the company have not reported any instances of frauds committed in the Company under section 143(12) of the Companies Act, 2013.

31. 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	The Company does not belong to the category of power-intensive industries and, accordingly, consumption of energy is not significant. However, the Company continues to remain conscious of the importance of energy conservation and regularly reviews measures for efficient utilisation and reduction of energy consumption.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipments

(b) Technology absorption

(i) the efforts made towards technology absorption	The Company continues to adopt and utilise appropriate technology in its operations. During the year under review, the Company did not undertake any significant technology absorption or expenditure on Research and Development requiring specific disclosure under the applicable provisions.
(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

(c) Foreign exchange earnings and Outgo

Earnings in Foreign Currency	11.23
Expenditure in Foreign Currency	-

32. 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 2025-26 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 Saurabh Agrawal	Managing Director & CFO	0.47:1	-
2 Sandeep Makkad	Director	1.97:1	+33.33%
3 Suraj Parkash Goel	Whole-time director	1.81:1	+33.33%
4 Aditya Jain	Independent Director	0.34:1	-70.67%
5 Anuj Tyagi	Independent Director	0.34:1	-70.67%
6 Dolly Saini	Independent Director	0.34:1	-70.67%
7 Navneet Kumar	Company Secretary	1.73:1	-

Notes:

• Mr. Saurabh Agrawal (DIN: 08592095) has been appointed as the Managing Director of the Company w.e.f. 23rd March, 2026.

• Mr. Navneet Kumar (ICSI Membership No. A76321) has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 1st May, 2025.

• The aforesaid details are calculated on the basis of remuneration for the financial year 2025-26 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 2025-2026 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 2026- 3

F. 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

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

The Company has less than ten number of employees therefore the company is not required to constitute/ reconstitute Internal Complaints Committee (ICC), however if any case recorded in that case the reporting shall be made with Senior Management/ Local Complaint Committee.

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

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

34. 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://newlightindustries.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://newlightindustries.com/.

35. 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).

36. 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 disclosure under this clause is not applicable, as the Company has not undertaken any one-time settlement with the banks or financial institutions.

37. 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.

38. 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:

There were no material changes or commitments affecting the financial position of the Company between the end of the financial year to which these financial statements relate and the date of this Report.

39. WEBSITE DISCLOSURE:

The Company maintains an updated website at https: / /newlightindustries.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.

40. 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/-
	Saurabh Agrawal	Suraj Parkash Goel
	Managing Director	Director
Date: 07th September, 2026	DIN:08592095	DIN:10700506
Place: New Delhi