Directors Report of New Light Industries Ltd.

Mar 31, 2025

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)
	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 COMPANY''S 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 selfÂ¬
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 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 31^stMarch, 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 5^th 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 31^st March, 2025.

Changes during the F.Y. 2024-2025:

At the End of Financial Year 2024-25, i.e. on 31^st 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. Rs. 8,76,00,150/- divided into

8.76.00. 150 Equity Shares of Face Value of Re. 1/- in the following manner:

â¢ 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 5^th 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 2^nd August,
2024.

â¢ 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 5^th 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 2^nd August, 2024.

â¢ 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.

â¢ 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 5^th 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)

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:

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

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

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

â¢ 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.

â¢ 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.

â¢ 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 reÂ¬
designated as the Managing Director of the Company w.e.f. 11th June, 2025.

â¢ 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.

â¢ 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.

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

â¢ 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. 05^th April, 2024

2. 30^th May, 2024

3. 08^th July, 2024

4. 13^th August, 2024

5. 28^th August, 2024

6. 3^rd September, 2024

7. 14^th October, 2024

8. 22^nd October, 2024

9. 28^th October, 2024

10. 13^th November, 2024

11. 29^th November, 2024

12. 11^th 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.

â¢ 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 29^th AGM of the company as held on 23rd
September, 2025 at 12:30 p.m.

â¢ 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.

â¢ 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 arm''s length
basis and were in the ordinary course of business as part of Company''s 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 Company''s 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
management''s 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 management''s 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 Company''s 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 27^th 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.

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 Committee''s 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

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 auditor''s 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 Company''s 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:

â¢ 30th May, 2024

â¢ 13th August, 2024

â¢ 13th November, 2024

â¢ 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

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 director''s 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 thatâ

(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 Board''s Report to shareholders.

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

â¢ 28th October, 2024

â¢ 29th November, 2024

â¢ 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 Company''s 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:

â¢ 02^nd 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 31^st 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, 17^th 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
Company''s 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 Company''s 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 Company''s Policy on Director''s 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 Company''s website at
https://www.newlightapparels.com/.

The Objective of the Policy is to ensure that

â¢ 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.

â¢ Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks and

â¢ 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 Company''s 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 company''s 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
Company''s 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, 2014. Hence, the requirements of disclosure in relation to the Conservation of Energy and Technology Absorption are not applicable to it.
(ii)	the steps taken by the company for utilizing alternate sources of energy
(iii)	the capital investment on energy conservation equipment''s

(b) Technology absorption

(i)	the efforts made towards technology absorption	Since the Company does not fall under
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure

(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	in relation to the Conservation of Energy and Technology Absorption are not applicable to it.
	(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

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 Year2023-
24.

Notes:

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

â¢ 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

â¢ 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 31th 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
(âPOSH Act, 2013â). 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 (âCode of Fair Disclosureâ) 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":

â¢ 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.

â¢ 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 Company''s 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 Company''s 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: 04^th September, 2025 Suraj Parkash Goel Himanshi Sharma

Place: New Delhi Director M a n ag i n g Di r ector

DIN:10700506 DIN:11129724

Mar 31, 2024

Your Board takes pleasure in presenting the 29^th Annual Report together with the Audited Statement of Annual Accounts for the financial year ended 31st March, 2024.

FINANCIAL SUMMARY

The financial highlights for the period under review are as follows:

(Rs.in Lakh)
Particulars	31.03.2024	31.03.2023
Revenue from Operations	1205.27	588.63
Other Income	12.17	22.15
Total Income	1217.44	610.78
Less: Expenses	1180.71	659.54
Profit/loss before Tax	36.73	(48.76)
Less: Tax Expenses Current Tax	-	-
Less:-deferred tax	(0.09)	(3.34)
Profit/loss for the year	36.64	(52.09)
Earnings Per Share
Basic:	1.67	(2.37)
Diluted:	1.67	(2.37)

Financial statements have been prepared in accordance with Indian Accounting Standards (INDAS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013 (Act)and other relevant provisions of the Act read with the Companies(Indian Accounting Standards)Rules as amended from time to time.

COMPANYPERFORMANCE:

The overall performance of the company for the financial year ended 31^stMarch, 2024 was satisfactory. The Profit of company earned during the year was amounted to Rs. 36.64 in lakh/-. However, your Directors are confident that the company will do much better in future and trying its level best to further improve its performance.

RESERVES:

The Board of Directors of our Company has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND:

No dividend on equity shares has been recommended by the Board for the year ended 31^st March, 2024 considering the future plans of the Company.

CHANGEINTHENATUREOFBUSINESS, IFANY:

During the year under review, there was no change in the nature of the business of the Company. MATERIAL CHANGES AND COMMITMENT & SIGNIFICANT MATERIAL TRANSACTION

No material changes and commitments occurred, which may affect the financial position of the Company, between the end of the financial year of the Company to which the financial statements relate and the date of the report. However during the year under review due to the financial crunch, the Company has failed to make the payment of EMI on a timely basis of its existing loans from HDFC Bank Limited, Tata Capital Financial Services Limited and Deutsche Bank. However, after the closure of financial year 2022-2023 the Company approached the banks and made settlement with the two of the banks i.e. Tata Capital Financial Services Ltd and Deutsche Bank.

SHARECAPITAL:(A) Authorised Share Capital

The Authorized Share Capital of the Company is Rs. 10, 50, 00,000/-(Rupees Ten Crore and Fifty Lakh Only) comprising, 105, 00,000 (One crore Five Lakhs) Shares of Face Value of Rs 10/- (Rupee Ten Only) each.â

During the financial year 2023-2024 the Company has increased Authorized Share Capital of from Rs.

3.50.00. 000/-(Rupees Three Crore Fifty Lakh only) divided into 35,00,000 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) Shares of Face Value of Rs 10/- (Rupee Ten Only) each, in their Board meeting held on 01.02.2024, which was subsequently approved by the members in their meeting held on 05.03.2024.

(B) Issued, Subscribed and Paid-Up Share Capital

The issued, subscribed and paid up equity share capital of the Company is Rs. 2,19,62,300/-(Rupees Two Crore Nineteen Lakh Sixty Two Thousand and Three Hundred)consisting of 21,96,230/- (Twenty One Lakhs Ninety Six Thousands Two Hundred Thirty) Equity Shares of Rs.10 (Rupees Ten Only) each. During the year, there has been no change in the issued, subscribed and Paid-up Share Capital of the Company.

However after the financial year 2023-2024, the Company has increased paid up Capital of the Company to Rs 8,76,00,150 In the Board meeting held on 05.04.2024 by way of issue of Preferential allotment, Conversion of Loan into Equity and issue of Share Warrants.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIAL POSITION

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2023-2024, the following changes have taken place in Board of Directorâs and Key Managerial Personnel of the Company.

(a) Board of Directors

â¢ In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Companyâs Articles of Association, Mr. Sandeep Makkad (DIN: 01112423) Whole Time Director, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his re-appointment for consideration of the members of the Company at the ensuing Annual General Meeting with effect from 23 ^rd September, 2024.

â¢ Mr. Gurcharan Lal Makkad and Ms Shashi Makkad resigned from the position of Whole Time Director of the Company in the Board Meeting held on 01.02.2024.

â¢ Ms. Meetu makkad resigned from the position of Whole Time Director of the Company in the Board Meeting held on 04.09.2023.

â¢ Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024

â¢ Mr. Aditya Jain and Mr. Anuj Tyagi appointed as Additional Director (Non-Executive Independent Director) of the Company in the Board Meeting held on 01.02.2024

â¢ Ms. Dolly Saini appointed as Additional Director (Non-Executive Woman Director) of the Company in the Board Meeting held on 01.02.2024.

â¢ Mr. Suraj Parkash Goel was appointed as Additional Director of the Company in their Board meeting held on 12.07.2024 to hold the office up to the ensuing Annual General Meeting. However, He is not interested to be continue further. Therefore his tenure shall expire at the conclusion of the ensuing AGM.

â¢ Mr. Gurcharan Lal Makkad Proposed to be appointed as Whole Time Director of the Company in the Board Meeting held on 28.08.2024. The Board recommend the appointment of Mr. Gurcharan Lal Makkad as Whole Time Director in the ensuing AGM.

(b) Key Managerial Personnel (KMP):

During the period, the following changes took place in the composition of the Key Managerial Personnel;

Mrs. Prabha Gautam has been resigned from the position of Company Secretary and Compliance officer of the Company w.e.f. 30/06/2023 and Mr. Suneel Sahu has been appointed Company Secretary and Compliance officer of the Company w.e.f 21/07/2023 pursuant to Section 203 of the Companies Act, 2013 and Regulation 6 under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Sandeep Makkad who was liable to retire by rotation and being eligible has offered himself for reappointment.

Mr. Gurcharan Lal Makkad proposed to be appointed as Whole Time Director of the Company in their Board Meeting held on 28.08.2024. The Board of Directors recommends the appointment of Mr. Gurcharan Lal Makkad as Whole Time Director in the ensuing AGM.

A brief profile of the Director(s) seeking reappointment at the ensuing annual general meeting of the Company has been provided in the notice of annual general meeting.

Pursuant to the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

The evaluation process focused on various aspects of the board and is committees such as thesize,structure,compositionandexpertiseoftheboard,frequencyofmeetings,effectivedischarge of functions and duties by Board and Committee prescribed under the law and as per terms of reference in case of the committees, ensuring the integrity of the companyâs accounting and financial reporting systems, independent audit, internal audit and risk management systems(for Board and Audit Committee), working in the interests of all the stakeholders of the company and such other factors.

The performance of the board and committees was evaluated by the board after seeking inputs form all the directors.

(d) Independent Directors'' Declaration:

As required under Section 149(7) of the Companies Act, 2013 read with Schedule IV of Companies Act 2013, the Company has received a confirmation/declaration from each of the Independent Directors stating that they meet the criteria of independence. The following Non-Executive Directors of the Company are independent in terms of Section149 (6) of the Companies Act, 2013 and the Listing Regulations:

1. Mr. Sunil Grover*

2. Mrs. Rishita Sethi*

3. Mrs. Sudesh Katyal*

*Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024

1. Mr. Anuj Tyagi**

2. Mr. Aditya Jain **

(1) **Mr. Aditya Jain (DIN: 07936790), appointed as Independent Director of the Company for a period of five year we.f 01^st February 2024 to 31 January, 2029.

(2) ** Mr. Anuj Tyagi (DIN: 08261420) appointed as Independent Director of the Company for a period of five year we.f 01^st February 2024 to 31 January, 2029.

Details of General, Board and its Committees Meetings

GENERAL MEETINGS

Annual General Meeting for the financial year 2022-2023 was held on September 30, 2023.

However during the year 1 (One) Extra-Ordinary General meeting of the Company was held on March 05, 2024.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2023-24, Ten (10) Board Meetings were convened and held as on 12.04.2023,

27.06.2023, 30/06/2023, 21/07/2023, 10/08/2023, 11/08/2023, 04.09.2023, 13.11.2023, 01/02/2024 and

14.02.2024. 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 financial year 2023- 2024
Mr. Sandeep Makkad (DIN:01112423)	Director	10
Mr. Gurcharan lal Makkad* (DIN: 01689768)	Director	9
Mrs. Meetu Makkad* (DIN: 01689785)	Director	7
Ms. Shashi Makkad* (DIN:- 10304345	Director	2
Mr. Sunil Grover * (DIN: 07440521)	Independent Director	3
Mrs. Rishita Sethi * (DIN: 07440683)	Independent Director	3
Mrs. Sudesh Katyal* (DIN: 07440878)	Independent Director	3
Mr. Aditya Jain¹ (DIN: 07936790)	Independent Director	1
Mr. Anuj Tyagi ¹ (DIN: 08261420)	Independent Director	1
Ms. Dolly Saini¹ (DIN: 08161861)	Director	1

* Ms. Meetu Makkad resigned from the position of Director of the Company in the Board Meeting held on 04.09.2023.

* Ms. Shashi Makkad and. Mr. Gurcharan lal Makkad resigned from the position of Director of the Company in the Board Meeting held on 01.02.2024.

* Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

** Mr. Aditya Jain and Mr. Anuj Tyagi appointed as Additional Director (Non-Executive Independent Director) of the Company in the Board Meeting held on 01.02.2024.

CONSTITUTION OF AUDIT COMMITTEE [Section 177 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)1:

The primary objective of the Committee is to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee met four times during the year. As of the date of this report, the Committee is comprised of three directors namely Mr. Anuj Tyagi (Chairman), Mr. Aditya Jain and Ms. Dolly Jain (Members) of the Company.

However during the Financial Year, Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

Meetings

During the financial year 2023-24, Four (4) meetings of the Audit Committee were convened as on 27.06.2023, 11.08.2023, 13.11.2023 and 14.02.2024 as detailed herein below. The gap between two meetings did not exceed four months.

The details of the meetings held and the attendance there at of the Members of the Audit Committee are as detailed herein below:

Director	Category	No. of Meetings Attended during the financial year 2023- 2024
Mr. Sunil Grover* (DIN: 07440521)	Independent Director	3
Mrs. Rishita Sethi* (DIN: 07440683)	Independent Director	3
Mrs. Sudesh Katyal* (DIN: 07440878)	Independent Director	3
Mr. Anuj Tyagi** (DIN: 08261420)	Independent Director	1
Mr. Aditya Jain** (DIN: 07936790)	Independent Director	1
Ms. Dolly Jain** (DIN: 08161861)	Non-Executive Director	1

* Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

** Mr. Aditya Jain and Mr. Anuj Tyagi appointed as Additional Director (Non-Executive Independent Director) of the Company in the Board Meeting held on 01.02.2024.

** Ms. Dolly Saini appointed as Additional Director (Non-Executive Woman Director) of the Company in the Board Meeting held on 01.02.2024.

NOMINATION AND REMUNERATION COMMITTEE [Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)1:

Nomination and Remuneration Committee of the Board has been constituted as per section 178 of the Companies Act, 2013 and Rule6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees.

As of the date of this report, the Committee is comprised of three directors namely Mr. Anuj Tyagi (Chairman), Mr. Aditya Jain and Ms. Dolly Jain (Members) of the Company.

However during the Financial Year, Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

Meetings

During the financial year 2023-24, 3 (Three) meeting of Nomination and Remuneration Committee were convened as on 21.07.2023, 04.09.2023 and 01.02.2024. The details of the meetings held and the attendance there at of the Members of the Nomination and Remuneration Committee are as detailed herein below:

Director	Category	No. of Meetings Attended during the financial year 2023- 2024
Mr. Sunil Grover * (DIN: 07440521)	Independent Director	3
Mrs. Rishita Sethi* (DIN: 07440683)	Independent Director	3
Mrs. Sudesh Katyal* (DIN: 07440878)	Independent Director	3
Mr. Anuj Tyagi** (DIN:08261420)	Independent Director	0
Mr. Aditya Jain** (DIN: 07936790)	Independent Director	0
Ms. Dolly Jain** (DIN: 08161861)	Non-Executive Director	0

* Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

** Mr. Aditya Jain and Mr. Anuj Tyagi appointed as Additional Director (Non-Executive Independent Director) of the Company in the Board Meeting held on 01.02.2024.

** Ms. Dolly Saini appointed as Additional Director (Non-Executive Woman Director) of the Company in the Board Meeting held on 01.02.2024.

STAKEHOLDER RELATIONSHIP COMMITTEE [Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)1:

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section178 of the Act read with Regulation 20of LODR.

As of the date of this report, the Committee is comprised of three directors namely Mr. Aditya Jain (Chairman), Mr. Anuj Jain and Ms. Dolly Jain (Members) of the Company.

* Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

It looks after the stakeholdersâ grievances and redressal of investorsâ complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of dividend etc.

Meetings

During the financial year 2023-24, the Committee has met once in year as on 04.09.2023. The details of the meeting held and attendance there at of the Members of the Stakeholdersâ Relationship Committee are as detailed here in below:

Director	Category	No. of Meetings Attended during the financial year 2023- 2024
Mr. Sunil Grover * (DIN: 07440521)	Independent Director	1
Mrs. Rishita Sethi * (DIN: 07440683)	Independent Director	1
Mrs. Sudesh Katyal* (DIN: 07440878)	Independent Director	1
Mr. Anuj Tyagi** (DIN:08261420)	Independent Director	0
Mr. Aditya Jain** (DIN: 07936790)	Independent Director	0
Ms. Dolly Jain** (DIN: 08161861)	Non-Executive Director	0

* Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

** Mr. Aditya Jain and Mr. Anuj Tyagi appointed as Additional Director (Non-Executive Independent Director) of the Company in the Board Meeting held on 01.02.2024.

** Ms. Dolly Saini appointed as Additional Director (Non-Executive Woman Director) of the Company in the Board Meeting held on 01.02.2024.

MEETING OF INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of Companies Act, 2013 read with Regulation 25(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Independent directors of the Company shall hold at least one meeting in a year without the attendance of non- Independent Directors and members of management. Accordingly a separate meeting of Independent directors was held on Monday, September 04^th, 2023 inter alia to discuss and review the performance of Non-Independent Directors and the board as a whole review the performance and to assess the quality, quantity and timelines of flow of information. The Independent Directors have handed over the proceedings of the meeting to the Managing Director of the Company.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding employees is given inâAnnexure-1â.

DIRECTORâS RESPONSIBILITYSTATEMENT:

The Directors confirm that in the preparation of the Annual Accounts of the Company for theyearended31 st March, 2024 that:

i. In the preparation of the accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii. the Directors have 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 ended 31^stMarch, 2024 andof the profit of the Company for that year;

iii. the Directors had taken proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the Annual Accounts on a âgoing concern ââbasis;

v. the directors, being a Listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and;

vi. 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;

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has put in place necessary internal financial controls which are adequate and are operating effectively. The controls are adequate for ensuring the orderly and efficient conduct of the business, completeness of accounting records and timely preparation of reliable financial information, besides adherence to the Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy, etc.

DETAILS OF FRAUD REPORTED BYAUDITORS:

No fraud has been noticed or reported by the Auditors including cost auditor and secretarial auditor of the Company as per Section 134(3)(ca) of the Companies Act, 2013 read with Companies (Amendment)Act,2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review the Company has not given loan, Guarantees or invested under Section186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions entered during the period under review are disclosed in the Financial Statements of the company for the financial year ended March 31, 2022. These transactions entered were at an armâs length basis and in the ordinary course of business. There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

ThePolicyonmaterialityofrelatedpartytransactionsanddealingwithrelatedpartytransactions as approved by the Board may be accessed on the Companyâs website.

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

In pursuance to section 134 of the Companies Act, 2013, comments are required in relation to Conservation of Energy, Technology Absorption as the company is engaged in manufacturing activities.

The details forming part of the extract of Conservation of Energy, Technology Absorption is annexed here with as âAnnexure2â.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS INFUTURE:

Your directors confirm that no significant and/or material order(s) had been passed against the Company

during the financial year 2023-24 which may adversely impact the status of on going concern and operations in future of the Company.

POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed Companies. All our corporate governance policies are available on our website ewww.newlightapparels.com

The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. In addition to its Code of Conduct and Ethics, key polices that have been adopted by the company are as follows:

S. No.	Name of the Policy	Brief Description
1.	Whistle blower Policy (Policy	Pursuant to the provisions of Section 177 (9) & (10) oftheCompaniesAct,2013readwithRule7ofCompanies (Meetings of Board and its Powers) Rules,2014and Regulation 22 of SEBI (Listing Obligation sand Disclosure Requirements)Regulation,2015,theCompanyhas adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report Instances of unethical behavior, actual or suspected, Fraud or violation of the Companyâs Code of Conductor Ethics Policy. It also provides for adequate safeguards against victimization of persons whoâs this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The same has been uploaded on the website of the Company.
	on Vigil
	Mechanism)
	[Regulation22ofSEBI(ListingObli gationsandDisclosureRequireme nts)Regulation, 2015]
2.	Nomination Remuneration &	The Board has on their commendation of the Nomination & Remuneration Committee framed a Nomination Remuneration & Evaluation Policy, which, inter alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of qualifications, positive attributes, independence of a director and remuneration of Directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section178 of Companies Act, 2013 andRegulation19 oj SEBI( Listing Obligations and Disclosure Requirements) Regulation, 2015. The same has been uploaded on the website of the Company.
	Evaluation policy
	[Regulation19ofSEBI(ListingObli gationsandDisclosureRequireme nts)Regulation, 2015]
3.	Prevention, Prohibition	The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace .The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. During the year, the Company has not received any compliant of sexual harassment. The same has been uploaded on the website of the Company.
	&Redressal of Sexual
	Harassment of Women At
	Workplace

4.	Related Party Transaction	Related Party Transaction Policy, as formulated by the Company, defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions. The same has been uploaded on the website of the Company.
	Policy
	[Regulation 23 of SEBI( Listing Obligations and Disclosure Requirements) Regulation,2015]
5.	Insider Trading Policy	The Policy provides the frame work in dealing with securities of the Company. The same has been uploaded on the website of the Company.

6.	Document Retention and	Pursuant to SEBI (LODR) Regulations, 2015 it mandates that every listing entity shall formulate a Policy for preservation of documents and Regulation30(8)of the Regulations is also required to have an Archival policy on archiving all information disclosed to stock exchange(s) and the same being hosted on the Companyâs website.
	Archival Policy
	[Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015]
7.	Materiality Disclosure	Pursuant to SEBI (LODR) Regulations, 2015 it Mandates that every listed entity shall make disclosure of any events or information which, in the opinion of the Board of Directors of the listed company, is material and the same has been uploaded on the website of the Company..
	Policy
	[Regulation 30 of SEBI(Listing Obligations And Disclosure Requirements) Regulation, 2015]

AUDITORS:Statutory Auditors and their report

In the 27^thAnnual General Meeting, Company has re-appointed Statutory Auditors i.e. M/s NGMKS& Associates Chartered Accountant, (Firm No-024492N) for the tenure fiyears of the second term and hold office till the conclusion of 31^st 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 31^st Annual General Meeting of the Company.

The Statutory auditorâs report does not contain any qualification, reservations or any adverse remarks.

Secretarial Auditor and their observations

As required under Section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company.

Accordingly, M/s S.K. Jha & Associates, Practicing Company Secretaries, was appointed as Secretarial Auditors for carrying out the secretarial audit of the Company for the Financial Year 2023-24. The secretarial audit report for the financial year ended 31st March, 2024 is annexed with the Boardâs report as âAnnexure 3â.

The Secretarial Audit Report does not contain any qualification, reservations or any adverse remarks in Form MR-3 for FY 2023-24.

The Secretarial Audit Report contains following observation by the Secretarial Auditor in FormMR-3 for FY2023-24 and reply by the management there to areas under:

No.

Observations

Management Reply

It has been observed that the Company has repaid the Loan taken from Deutsche Bank but the Form of CHG-4 i.e. satisfaction of Charge has not been filed yet.

Due to not receive of NOC from Bank within the prescribed time, the form has not filed however we give our best to comply the same.

During the financial Year the Company has been penalized under the following regulation of SEBI (LODR) 2015:-

a) Regulation 33 of SEBI (LODR) 2015:- Due to NonSubmission of the Financial Results for the Year ended 2024 with in the prescribe time.

b) Regulation 29(2), 29(3) of SEBI (LODR) 2015:- Delay in furnishing prior intimation about the meeting of the Board of directors.

Due to Excessive Workload in the organization the management of the Company doesnât able to submit the intimation to the Stock Exchange with in the Prescribe time but soon after itâs duly filed to the Stock Exchange. However weâll take protective measures in futures for prevent from penal charges and to follow good corporate governance.

Internal Auditor

The Company has appointed as an Internal Auditor of the company fortheF.Y.2023-24 according to Section 138 of the Companies Act, read with Companies (Accounts) Rules, 2014 to carry out he roles and responsibilities during the current financial year which are as follows:

â¢ Evaluated and provided reason able assurance that risk management, control, and governance systems are functioning as intended and will enable the organizationâs objectives and goals to be met.

â¢ Reported risk management issues and internal controls deficiencies identified directly to the audit committee and provided recommendations for improving the organizationâs operations, in terms of both efficient and effective performance.

â¢ Evaluated in formation security and associated risk exposures.

â¢ Evaluated regulatory compliance program with consultation from legal counsel.

However, after the financial year M/s Sahil Gambhir & Associates has been appointed as Internal Auditor of the Company w.e f 12^th August, 2024.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The notes on account referred to in Auditorâs Report are self-explanatory and, therefore, do not calls for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return i.e. Form MGT-7, as prescribed under sub-section (3) of section 92 of the Companies Act, 2013 read with Rule No. 12 of Companies (Management and Administration) Rules, 2014, is available on the website of the Companyviz.www.newlightapparels.com.

CORPORATESOCIAL RESPONSIBILITY:

Your Company does not fall under the criteria as laid down under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore, there was no requirement to constitute and formulate a committee under Corporate Social Responsibility.

LISTING REQUIREMENTS:

The equity shares of your Company are listed with the BSE Limited. Annual Listing Fee for the Financial Year 2023-24 has been paid by the company to the BSE.

MAINTENANCE OF COST RECORD

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

DEMATERAILIZATION OF SHARES:

The shares of your company are being traded in electronic form and the Company has established connectivity with Central Depository Services (India) Limited (CDSL), and National Securities Depository Limited (NSDL).In view of the numerous advantages offered by the Depository Systems, Members are requested to avail the facility to dematerialization of shares either of the Depositories as aforesaid.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT;

As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis report is appended here in. The said report is part of the annual report as âAnnexure-4â.

CORPORATE GOVERNANCE;

The Company is not required to mandatorily comply with the provision of Regulation 17toRegulatio n27of SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015(Listing Regulations, 2015) as its equity share capital is less than Rs.10 Crore and Net Worth is notexceedingRs.25crores,asonthe last day

of the previous financial year.

MANAGING DIRECTOR/CHIEF FINANCIAL OFFICER CERTIFICATE:

In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the certificate from Managing Director and Chief Financial Officer had been obtained and is attached in the saidannualreportasâAnnexure-5â

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

Pursuant to regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has received the Certificate of Non-Disqualification of Directors from S.K. Jha & Associates, Company Secretaries and is attached in the saidannualreportasâAnnexure-6â

SHARE TRANSFER SYSTEM:

The Stakeholders Relationship Committee has authorized the Company Secretary of the Company to approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in all respects. Shares under objection are returned with in two weeks. All request for dematerialization of shares are processed, if found in order and confirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd(CDSL) within15days.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:

In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated âCode of Practices and Procedures for Fair Disclosure of Unpublished Price

Sensitive Informationâ and âCode of Conduct to Regulate, Monitor and Report Trading by Insidersâ. âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationâ prescribes the framework for fair disclosure of events and occurrences that could impact price discovery in the market for securities of the Company and âCode of Conduct to Regulate, Monitor and Report Trading by Insidersâ has been formulated to regulate, monitor and report trading by employees and other connected persons of the Company.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL:

The Board of Directors has approved a Code of Conduct, which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management personnel are being provided appropriate training in this regard.

GREEN INITIATIVES:

Electronic copies of the Annual Report 2023-24 and the Notice of the 29^thAnnual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s).For members who have not registered their email addresses, physical copies are sent in the permitted mode.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Secretarial Auditors, Internal Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act,

Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of loading complaints. There is an Internal Complaints Mechanism wherein any wrongful conduct as regards sexual harassment or any discrimination can be reported. The following is a summary of sexual harassment complaints received and disposed of during the year under review-

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed of: NA

â¢ No. of complaints pending: Nil

Details of Application made for or Proceeding pending under Insolvency and Bankruptcy Code 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code 2016.

Details of Difference between Valuation Amount on One time Settlement and Valuation While availing Loan from Banks and Financial Institution

During the year under review, there has been no one time settlement of Loans taken from banks and financial institution.

ACKNOWLEDGEMENT:

The Company would like to thank all of its Stakeholders, including, inter alia, Suppliers, vendors, Investors and Bankers and appreciation to all its customers for their consistent, abiding support throughout the year. Your Company also records its appreciation of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavors of the Company.

Ms. Dolly Saini appointed as Additional Director (Non-Executive Woman Director) of the Company in the Board Meeting held on 01.02.2024.

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Directors Report of New Light Industries Ltd.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

2. STATE OF THE COMPANY''S AFFAIRS:

3. DIVIDEND:

4. TRANSFER TO RESERVES:

5. SHARE CAPITAL:

a. Authorised Share Capital

b. Issued, Subscribed & Paid-Up Capital

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors

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

c) Retirement by Rotation:

d) Number of meetings of the Board of Directors:

7. CHANGE IN NATURE OF BUSINESS:

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

9. SECRETARIAL STANDARD:

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

11. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

13. INTERNAL FINANCIAL CONTROLS:

14. AUDITORS &THEIR REPORT:

> Statutory Auditors

> Cost Audit

> Secretarial Audit

> Internal Audit

15. COMMITTEES OF THE BOARD

> Audit Committee

Composition of the Audit Committee

> Nomination and Remuneration Committee

Composition of the Nomination and Remuneration Committee

> Stakeholders Relationship Committee

Composition of the Stakeholders Relationship Committee

16. DIRECTORS'' RESPONSIBILITY STATEMENT

17. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

18. DECLARATION BY INDEPENDENT DIRECTORS:

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

> Board

> Committees of the Board:

> Individual Directors:

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

21. VIGIL MECHANISM POLICY:

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

23. DEPOSITS:

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

25. EXTRACT OF ANNUAL RETURN:

26. CORPORATE SOCIAL RESPONSIBILITY:

27. CORPORATE GOVERNANCE REPORT:

28. MANAGEMENT, DISCUSSION AND ANALYSIS REPORT:

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

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

(a) Conservation of energy

Notes:

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

D. Affirmation:

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

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

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

33. POLICY FOR PREVENTION OF INSIDER TRADING:

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

36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

38. WEBSITE DISCLOSURE:

39. GENERAL:

ACKNOWLEDGEMENT

Sd/- Sd/-

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

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

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

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

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

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

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

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

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