La Tim Metal & Industries Ltd Management Discussions

Company Overview

La Tim Metal & Industries Ltd. is a company that primarily operates in the trading and

manufacturing of steel products, and also has a business segment in real estate development.

The company imports and trades in color-coated steel sheets and has a manufacturing unit in

Umergaon, Gujarat, India.

Management:

• Chairman & Executive Director: Kartik Timbadia

• Managing Director: Rahul Timbadia

• Whole-time Director: Sandip Timbadia

• The management team also includes Independent Directors such as Ragini Chokshi, Sandeep Ohri, and Ravi Seth.

Financial Analysis (Based on recent data, approximate values in ? Lacks )

The financial performance ofLa Tim Metal & Industries Ltd. has been volatile, as indicated

by its recent financial results.

Key Financial Highlights (Approximate values).

• Revenue from Operations: The company has seen a mixed trend in its revenue.

o Annual revenue for FY2025 was around ?26,138.36 lacks.

• Profitability:

o The companys net profit has been inconsistent.

o For the quarter ended March 2025, the company reported a net loss of ?. 85.51 lacs

o In the preceding quarter (March 2024), the company reported a net loss of U 763.86 Lacks.

o The company has had negative net profit in some past years (e.g., FY2024).

• Key Ratios:

o P/E Ratio: The P/E ratio is often negative or not available due to inconsistent or negative earnings, making it difficult to use for valuation.

o P/B Ratio: The Price-to-Book (P/B) ratio has been around 1.8, which may be lower than some of its peers in the industry.

o Return on Equity (ROE) & Return on Capital Employed (ROCE): The ROE and ROCE have also shown volatility. A low or negative ROE is a concern and suggests the company may not be efficiently generating returns for its shareholders. The ROE over the past three years has been noted as poor.

o Debt: The company has a significant debt level, with a Total Debt to Equity ratio ofl.68x in FY2023, which suggests a high reliance on debt financing.

o Cash Flow: The company has reported negative cash flow from operations in the past, which can be a red flag regarding its ability to generate cash from its core business.

Management Discussion and Analysis (Based on publicly available information)

Strengths:

• Revenue Growth: The company has demonstrated periods of strong revenue growth, especially on a year-on-year basis, indicating a growing business in its operating segments.

• Diversified Business: Having both a trading and a manufacturing arm in the steel sector, along with a presence in real estate, provides some diversification.

• Operating Leverage: The company has a strong degree of operating leverage, which means that a change in sales can lead to a more than proportional change in operating profit.

Weaknesses and Risks:

• Inconsistent Profitability: The most significant concern is the volatile and sometimes negative net profit, which raises questions about the companys long-term financial stability.

• Low Profit Margins: The companys EBITDA and operating profit margins have been low, indicating that its core business is not highly profitable.

• High Debt and Interest Costs: The high debt-to-equity ratio and interest expenses are a burden on the companys profits and can make it vulnerable to changes in interest rates.

• Negative Cash Flow: The reported negative cash flow from operations is a major weakness, suggesting that the company is not generating enough cash to fund its daily operations.

• Market Volatility: As a company in the metal and real estate sectors, it is highly susceptible to commodity price fluctuations and economic cycles.

Future Outlook and Strategic Direction:

• The companys future performance will depend heavily on its ability to stabilize its profitability and improve its operating margins.

• A key area for analysis is the performance of the real estate development segment, as it may influence the companys overall financial health.

• The managements strategy for reducing debt and improving cash flow from operations is crucial for the companys long-term sustainability.

• Investors and analysts would need to closely monitor the companys quarterly results and any announcements regarding new projects, fund-raising, or strategic initiatives.

Annexure- II FORM MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31^st MARCH 2025 [Pursuant to the provisions of Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,

The Members

LA TIM METAL & INDUSTRIES LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by LA TIM METAL & INDUSTRIES LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31,2025 (‘Audit period) complied with the statutory provisions listed here under and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

• We have examined the books, papers, minute books, forms and returns filed and other records maintained by LA TIM METAL & INDUSTRIES LIMITED for the financial year ended on March 31, 2025 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under; (to the extend applicable)

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (to the extend applicable)

iv. Foreign Exchange Management Act,1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (not applicable to the Company during the Audit period)

v. The Regulations and Guidelines prescribed under the Securities and Exchange Board of IndiaAct,1992 (‘SEBI Act): ((to the extend applicable)

a. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015 and amendment made thereunder;(to the extend applicable)

b. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendment made thereunder; (to the extend applicable)

c. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (to the extend applicable)

d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendment made thereunder;

e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the company during the Audit Period)

f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the company during the Audit Period)

g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client;

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the company during the Audit Period) and

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the company during the Audit Period)

We have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of India with

respect to board and general meetings.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that Based on the information provided by the Company, its officers and authorized representatives during the conduct of the audit, and also on the review of compliance reports by the respective Department Heads / KMPs taken on record by the Board of Directors of the Company, in our opinion there are adequate Systems and processes in the Company commensurate with the size and the operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, and Labour Law Compliances have been subject to review by statutory financial audit and other designated professionals.

We further report that during the audit period the Company has not passed any resolution for the following:

i. Public/Right/Preferential issue of shares / debentures/sweat equity, etc.

ii. Redemption / buy-back of securities.

iii. Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013.

iv. Merger / amalgamation / reconstruction, etc,

v. Foreign technical collaborations.

For KOTHARI H. & ASSOCIATES

Company Secretaries

(Peer Review Certificate No.5312/2023)

HITESH KOTHARI

Membership No. F6038 Place: Mumbai

Certificateof PracticeNo.26758 Date: 12-08-2025

UDIN: F006038G001203696

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

Annexure- A

To,

The Members

LA TIM METAL & INDUSTRIES LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance oflaws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For KOTHARI H. & ASSOCIATES Company Secretaries

HITESH KOTHARI

Membership No.F6038 Certificate of Practice No. 26758

Place: Mumbai Date: 12-08-2025