La Tim Metal & Industries Ltd Directors Report

To,

The Members,

The Directors present with immense pleasure, the 49^th ANNUAL REPORT on the business and operations along with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

During the year under review, the performance of your company is as under: -

(Amount in Lakhs)

Particulars	Current Year	Previous Year
	2024-25	2023-24
Income from operations and Other Income	26,138.36	35,122.62
Profit before Interest & Depreciation	599.82	1712.84
Less: - Interest & Bank Charges	516.08	663.89
Less: - Depreciation	272.87	263.74
Profit/Loss before Tax& Exceptional Item	-189.13	785.21
Exceptional Items	0	0
Profit/Loss before Tax	-189.13	785.21
Less: - Provision for Taxation
a. CurrentTax	0.00	0.00
b. Earlier Year Tax Provisions	0.00	0.00
c. Deferred Tax (Assets) / Liabilities	(103.14)	19.97
d. MAT credit entitlement	0.00	0.00
Net Profit/Loss	(85.99)	765.24
Other Comprehensive Income/(Expenses)	0.48	(1.38)
Total Comprehensive Income	(85.51)	763.86

2. PERFORMANCE REVIEW Standalone:

During the Financial Year under review, the Company has earned the Total income of Rs 26,138.36 lakhs as compared to Rs. 35,122.62 lakhs in the previous year and the Net loss after tax is Rs. 85.99 lakhs as against Net profit of Rs. 765.24 lakhs (including exceptional items) in the previous year.

3. DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

4. SHARE CAPITAL AND SHARES

The paid-up Equity Share Capital as on 31^st March, 2025, was Rs.13,15,51,038/- consisting of 13,06,30,626 Equity Shares of Rs. 1/- each fully paid up shares and 18,40,824 partly paid up equity share ofRs 0.50/-

The Company has not bought back any of its securities and also has not issued any sweat equity shares and bonus shares during the year under review. The Company has not provided any Stock Option Scheme to the employees. The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2024-25.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

There is no material change and commitments which effect the Financial position of the Company.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

During the year, there is no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the companys operations in future.

8. DEPOSIT

Your Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 and amendments, rules, notifications framed there under. As such no amount of principal or interest is outstanding as on the Balance Sheet date.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loans or guarantees or security in connection with Loans obtained by any person during the financial year.

10. RESERVES

The Board ofDirectors of your company has decided not to transfer any amount to the reserves for the financial year under review.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the company has established a Vigil Mechanism through the committee, the genuine concerns expressed by the directors and employees. The Whistle Blower Policy is disclosed on the website www.latimmetal.com.

12. ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended, 31st March, 2025, is available on the website of the Company http://latimmetal.com/investors-relation.html.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2025 the Company does not have any subsidiary, Joint venture and associates companies.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the SEBI (LODR), Regulations 2015 and the Listing Agreements with the Stock Exchanges, the Management Discussion and Analysis Report is annexed herewith as Annexure-I to this report.

15. AUDITORS

A) Statutory Auditors and Auditors Report

At the 46^th Annual General Meeting of the Company held on 26^th September 2022, the appointment of M/s. Dhirubhai Shah and Co. LLP, Chartered Accountants (FRN: 102511W), was approved by the members of the Company as the Statutory Auditors for a period of five (5) years, commencing from the conclusion of the 46^th Annual General Meeting until the conclusion of the 51^st Annual General Meeting to be held in the year 2027.

AUDITORS REPORT

The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

B) Secretarial Auditors

Under Section 204 of the Companies Act, 2013, and rules, amendments made thereunder, M/s. Kothari H. & Associates, Practising Company Secretary, was appointed to conduct the Secretarial Audit of your Company for the financial year 2024- 2025 in the Board Meeting held on 21^st May, 2024. The Secretarial Audit Report for the year 2024-25 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is self

explanatory and therefore does not call for any explanatory note, and the same is annexed herewith as Annexure-II to this Report.

C) Internal Auditors

M/s. Shah Jaju & Associates, Chartered Accountants, have been appointed as the Internal Auditors of the Company for the financial year 2024-25. The Audit Committee of the Board provides direction and monitors the effectiveness of the Internal Auditor process. Scope of internal audit extends to a depth audit of accounting and finance, revenue and receivables, purchases, capital expenditure, statutory compliances, HR, payroll and administration etc. The Internal Auditors report to the Audit Committee of the Board of Directors and present their report every quarter. The Audit Committee reviews the report presented by the Internal Auditors and takes necessary actions to close the gaps identified promptly.

There were no qualifications, reservations or any adverse remarks made by the Auditors in their report.

16. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Meetings of Board Of Directors

The board meets at least once in each quarter, inter alia, to review the quarterly results and other matters. In addition, the board also meets whenever necessary. The Board periodically reviews compliance reports of all laws applicable to the Company. The desirable steps are taken by the directors of the Company to rectify instances of non-compliance, if any.

During the year, Six Board meetings were held on 21^st May, 2024, 18^th July 2024, 13^th August 2024,14^thNovember 2024,14^th February 2025, and 19^th March 2025. The intervening gap between the meetings was as prescribed under the Companies Act, 2013. The details of the composition of the Board and its Committees and the Meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report.

B) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Sandip Timbadia, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible offer himself for reappointment. Your Directors recommend his reappointment.

During the year, Mr. Sandip Khushal Timbadia, who was serving as the Chief Financial Officer (CFO) of the Company, was also appointed as a Whole-time Director with effect from 21^st May, 2024.

Mrs. Shruti Shukla resigned from her role as a Company Secretary & Compliance Officer of the Company effective 20^th August, 2024. Subsequently, Ms. Prachi Jain was appointed to the position with effect from 14^th November, 2024, and later resigned on 2^nd January, 2025. Thereafter, Mr. Uday Sawant was appointed as the Company Secretary and Compliance Officer effective 14^th February, 2025.

C) Declaration by an Independent Director(s) and reappointment, if any

The Company has received necessary declarations from each independent director of the company under section 149 (7) of the Companies Act, 2013, that the independent directors of the company meet the criteria of their independence laid down in section 149 (6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors of the company possess an appropriate balance of skills, experience and knowledge as required.

D) FormalAnnualEvaluation

Pursuant to the provisions of the Companies Act, 2013 and if any, applicable regulation of SEBI (Listing obligations and Disclosure Requirement) Regulations 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees on the basis of the policy which is approved by Board of Directors of the Company. Based on the principle laid out in the said Policy, the Nomination & Remuneration Committee has evaluated the performance of every director.

The Independent directors of the Company, in their meeting, had evaluated the performance of the Chairman, Non-Independent directors, and of the board. The board has also evaluated the performance of Independent Directors. The directors expressed their satisfaction with the evaluation process. During the Financial Year, the company had an Independent directors meeting on 14^th February, 2025.

The Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) of SEBI (LODR) certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is forming part of the Annual Report.

17. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance under the head, ‘Audit Committee for matters relating to constitution, meetings and functions of the Committee.

18. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178. Kindly refer to section on Corporate Governance, under the head, ‘Nomination & Remuneration Committee for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. The Brief of the Companys Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is available on the website www.latimmetal.com of the Company.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo, for the financial year 2024-25 in accordance with clause (m) of Sub -Section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - III to this report.

20. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The payment made to Directors of the Company as remunerations and other persons who are employed with the Company during the year. The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as per Annexure-IV.

21. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors confirm that:-

a) in the preparation of the annual accounts for the financial 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 31^st March, 2025 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 the Companies Act 2013 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;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

22.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Pursuant to the Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Compliance related the Corporate Governance is applicable to the company from the end of the year.

The Corporate Governance report is attached as Annexure V. Certificate from the Auditors of the Company, M/s. Kothari H & Associates, practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

23. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provision of section 135 of the Companies Act, 2013, provision related to spending amount towards CSR activity is not applicable to the Company during the financial year ended 31^st March, 2025.

24. LISTING WITH THE STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE where the Companys shares are listed.

25. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company is not carrying any funds which is required to be transfer to Investor Education and Protection Fund.

26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operations was observed.

27. INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is to maintain its objectivity and independence. Based on the report of the internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

28. INTERNAL CONTROLS OVER LINANCIAL REPORTING (ICFR)

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.

During the year, such controls were tested, and no reportable material weakness in the design or operations was observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

29. SUSTAINABLE DEVELOPMENT

Sustainability has been deeply embedded into the Companys business and has become an integral part of its decision-making process while considering social, economic and environmental dimensions.

30. RISK MANAGEMENT

The element of risk threatening the Companys existence is very minimal. The details of Risk Management as practised by the Company are provided as Part of the Management Discussion and Analysis report, which is part of this Report.

31. RELATED PARTY TRANSACTIONS

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. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The policy on related party transactions is available on the website of the Company at here mentioned link here: www.latimmetal.com.

32. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2024-25, the Company received nil complaints on sexual harassment.

33.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which applies 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 workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

34. GENERAL DISCLOSURES

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 year under review:

• No material changes and commitments were affecting the financial position of the Company between the end of the financial year (March 31, 2025) and the date of the Report

• During the Financial Year 2024-25, the trading of securities was not suspended.

• The Company, during the Financial Year 2024-25, has not issued any debt instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained.

• The Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board oflndia (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years.

• No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of onetime settlement with any Bank or Financial Institution

• The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SSI and SS2) relating to Meetings of the Board, its Committees and Annual General Meetings.

35. POLICIES

All the policies are available on the website of the Company, i.e. www.latimmetal.com.

36. ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to the Companys bankers, Institutions, Business associates, Consultants and other clients and Customers, SEBI, Exchanges and various other Government and Non- non-government authorities for their support, cooperation, guidance and assistance. The Board also express their sincere appreciation to the valued

shareholders for their support and confidence reposed in your Company. The Board of Directors takes this opportunity to express its appreciation of the sincere efforts put in by the staff and executives at all levels, and hopes that they will continue their dedicated efforts in the future.

For and on Behalf of the Board ofDirectors LA TIM METAL & INDUSTRIES

LIMITED

Date: 12/08/2025 Place: Mumbai

Rahul M Timbadia

Managing Director (DIN:00691457)

Kartik M Timbadia

Chairman

(DIN No. 00473057)