Lerthai Finance Ltd Directors Report

To, The Members,

Lerthai Finance Limited

Address : Level 7, Mfar Greenheart, Manyata Tech Park, Hebbal Outer Ring Road, Bangalore, Venkateshapura, Bangalore North, Karnataka-560045.

Your Directors take pleasure in presenting the 47^th Boards Report of your Company together with Audited Financial Statements and the Auditors Report thereon for the Financial Year ended March 31^st, 2026.

1. Highlights of Financial Performance

Your Companys Standalone Financial performance during the Financial Year 2025-26 as compared to that of the previous Financial Year 2024-25 is summarized below:

(Rs. In Lakhs)

Particulars	For the FY 2025-26 ended on 31st March, 2026	For the FY 2024-25 ended on 31st March, 2025
Total Income	28.61	46.93
Total Expenditure	68.25	62.02
Profit / (Loss) before tax	(39.64)	(15.09)
Less: Tax Expenses
(a) Current Tax	-	-
(b) Deferred Tax	2.89	(13.19)
(c) Tax for earlier years	(0.03)	(0.02)
Profit / (Loss) after Tax	(42.50)	(1.88)
Basic per Equity share	(6.07)	(0.27)
Diluted earnings per Equity share	(6.07)	(0.27)

2. State of Companys Affairs

After the discontinuation of business activities of inter alia production, manufacture & trade of refractories and bricks of all types and varieties, the management of your Company has been keenly looking for viable business opportunities. The evolving business environment, influenced by shifting geopolitical dynamics and ongoing conflicts among major economic powers, has adversely impacted business growth. In response, management is actively implementing strategic initiatives to realign and strengthen the business for improved performance and long-term sustainability. The promoters are optimistic about the future of your Company.

During the year under consideration, the company has earned income mainly from interest earned on investments.

Since the management is still looking for options to revive the business of the Company, there is nothing at present which can be reported under Management Discussion and Analysis Report in so far industry structure, outlook, opportunities and risk are concerned. The Directors have dealt with the other aspects relating to financial performance, internal control and accounting treatment as far as possible elsewhere in this report.

Further, the obligations relating to compliance with corporate governance provisions does not apply to the Company as per the exemption criteria given under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Company shall comply with the requirements with the said regulations within six months from the date on which it becomes applicable to it. Nevertheless, the Company follows highest governance standards in spirit and believes in philosophy of transparency and disclosure. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. Your Companys Board exercises its fiduciary responsibilities in the widest sense of the term.

3. Dividend

To conserve the reserves of the Company for future business growth, the Board of Directors has not recommended any dividend for the year under review.

4. Share capital

The current authorized capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crores Only). The paid-up share capital of the Company is Rs. 70,00,000 (Rupees Seventy Lakhs Only) consisting of 700,000 (Seven Lakhs) Equity Shares of Rs. 10 (Rupees Ten only) each. There was no change in the Share Capital of the Company during the year under review.

5. Amount to be transferred to reserves

No amount is proposed to be transferred to any reserve.

6. Subsidiary/Joint Ventures/Associate Companies

The Company did not have any subsidiaries, joint ventures or associate companies during the year under review.

7. Directors and Key Managerial personnel

The present Board of Directors consists of the following Directors:

Name of Director	Designation
1. Ms. Ntasha Berry	Independent director
2. Mr. Shao Xing Max Yang	Director and Chairman
3. Mr. Jayant Goel	Whole - time director
4. Ms. Aparna Goel	Director

The Board has entrusted Audit Committee and Nomination and Remuneration Committee to search for the Independent Directors in terms of the statutory provisions and the process for the same is underway as the committee is screening candidates suitable for the position.

Ms. Sneha Khandelwal is the Company Secretary and Chief Financial Officer of the Company.

8. Number of meetings of the Board and Committees a. Board Meetings

The Board of Directors duly met 4 times, in respect of which proper notices were given and the proceedings were properly recorded in the minutes. The interval between the meetings complied with the period prescribed under the Companies Act, 2013, and Regulation 17 of the

Listing Regulations. In addition, the Company has declared its financial results to the stock exchange.

Date of	Name of Director and attendance
Board meeting	Mr. Shao Xing Max Yang	Ms. Ntasha Berry	Mr. Jayant Goel	Ms. Aparna Goel
15/05/2025	Present	Present	Present	Absent
11/08/2025	Present	Present	Present	Absent
14/11/2025	Present	Present	Present	Absent
12/02/2026	Present	Present	Present	Present
Total meetings attended	4	4	4	1

B. Audit Committee Meetings

Date of Committee meeting	Name of member and attendance
	Ms. Ntasha Berry	Mr. Shao Xing Max Yang	Mr. Jayant Goel
15/05/2025	Present	Present	Present
11/08/2025	Present	Present	Present
14/11/2025	Present	Present	Present
12/02/2026	Present	Present	Present
Total meetings attended	4	4	4

c. Nomination & Remuneration Committee Meetings

Date of Committee meeting	Name of member and attendance
	Ms. Ntasha Berry	Mr. Shao Xing Max Yang	Ms. Aparna Goel
12/02/2026	Present	Present	Present
Total meetings attended	1	1	1

d. Stakeholders Relationship Committee Meetings

Date of Committee meeting	Name of member and attendance
	Ms. Ntasha Berry	Mr. Shao Xing Max Yang	Mr. Jayant Goel
12/02/2026	Present	Present	Present
Total meetings attended	1	1	1

9. Declaration by Independent Directors

The Company has received necessary declarations from Ms. Ntasha Berry, an Independent Director, under Section 149(7) of the Companies Act, 2013 that she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

10. Board Evaluation

The Board of Directors have carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the board was evaluated by the board including the independent Director after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as education qualification, experience of the core area in which the company operates, attendance, the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent Directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent Directors was done by the entire board, excluding the independent director being evaluated.

11. Audit Committee

Present composition of the Audit Committee is as under:

Name of Director	Designation
1 Ms. Ntasha Berry	Chairman
1. Mr. Shao Xing Max Yang	Member
2. Mr. Jayant Goel	Member

During the financial year, the Audit Committee met 4 (four) times.

12. Nomination & Remuneration Committee

Present composition of the Nomination & Remuneration Committee is as under : -

Name of Director	Designation
1 Ms. Ntasha Berry	Chairman
2 Mr. Shao Xing Max Yang	Member
3 Ms. Aprna Goel	Member

During the financial year, the Nomination & Remuneration Committee met once.

13. Stakeholders Relationship Committee

Present composition of the Stakeholders Relationship Committee is as under:

Name of Director	Designation
1 Ms. Ntasha Berry	Chairman
2 Mr. Shao Xing Max Yang	Member
3 Mr. Jayant Goel	Member

During the financial year, the Stakeholders Relationship Committee met once.

14. Companys Policy on Directors Appointment and Remuneration

The Company has a policy, which mandates the criteria for determining qualifications, positive attributes and independence of Directors Appointment and Remuneration while considering appointment of Director and key managerial personnel. The policy inter alia takes into account: (i) 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; (ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) remuneration to Directors and key managerial personnel 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.

15. Remuneration Details of Directors/ Key Managerial Personnel (KMP) and Employees

Details of employees and Directors or Key Managerial Personnel who are in receipt of remuneration, as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is tabled below:

Particulars	Details
1. Designation of the employee	Company Secretary and Chief Financial Officer
2. Remuneration received	INR 3,93,000 p.a.
3. Nature of employment	Full Time basis
4. Qualifications and experience of the employee	Qualification: Company Secretary Experience: Working as Company Secretary of Listed Company from 5+ years
5. Date of commencement of employment	30th May, 2018
6. Age	39
7. Last employment held	NIL
8. Percentage of equity shares held by the employee	NIL
9. Whether any such employee is a relative of any director or manager of the company	No

Further, the other members of Board are only entitled to sitting fees as approved by the Board pursuant to provisions of Section 203 of the Companies Act, 2013 and Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

16. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 ("the Act") and, based upon representations from the Management, the Board states that: a) in preparing the annual accounts, applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent 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 loss of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts of the Company on a "going concern" basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

17. Statutory Auditors

As per provisions of the Companies Act, 2013 M/s. B D Jokhakar & Co., Chartered Accountants (Firm registration number: 104345W) holding valid certificate issued by the Peer Review Board of the ICAI, were re appointed as the Statutory Auditors of the Company to hold office for a second term of 5 years from the conclusion of the 46th Annual General Meeting (AGM) held on 9^th September, 2025 until the conclusion of the 51st AGM of the Company to be held in the year 2030, on such remuneration as may be decided by the Board.

M/s. B D Jokhakar & Co., Chartered Accountants being the current statutory auditor have audited the financials of the Company for current FY. There are no qualifications or adverse remarks in the Statutory Auditors Report which require any explanation from the Board of Directors.

18. Internal Auditors

In accordance with Section 138 of the Companies Act, 2013 read with Rule 13 of Chapter IX of the said Act, the Board has appointed Mrs. Snehal Shaligram, Practicing Company secretary (CP No. 10216), (Peer Review No. 5310/2023) as Internal Auditor of the Company for the Financial Year 2025-26 to conduct internal audit.

19. Secretarial Auditor

Section 204 of the Act, inter alia, requires every listed company to annex to its Boards Report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice. The Board had appointed Ms. Krupa Kamleshbhai Shah, a peer reviewed Company Secretaries in whole time practice, (C.P. No. 18634), as the Secretarial Auditors to conduct Secretarial Audit of the Company for the FY 2025-26 and their Report is annexed to this report as Annexure II. The managements reply on the qualification of the Secretarial Auditor, form part of Secretarial Audit Report, which is self-explanatory.

20. Cost Audit and Cost Records

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the requirement of maintenance of cost records and conduct of cost audit is not applicable to the Company during the financial year under review.

21. Material changes and commitments

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments that could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

22. Orders passed by the Regulators or Courts or Tribunals

During the year under review, there have been no orders passed by any of the regulators or courts or tribunals impacting the going concern status of the Company and the Companys operations in future.

23. Related Party transactions

During the financial year under review, there have been no transactions between the Company and related parties which requires compliances as referred to in section 188(1) of the Companies Act, 2013 and a confirmation to this effect as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC 2 as Annexure I, which forms part of this Boards Report.

24. Loan, Guarantees or Investments

During the financial year under review, the Company has not granted any loans or guarantees or made any investments in respect of which the provisions of section 186 of Companies Act, 2013 are applicable.

25. Deposits from public

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Hence, the details relating to deposits as required to be furnished in compliance with Chapter V of the Act are not applicable.

26. Risk management policy

Since the Company has already closed its manufacturing operations and is in the process of identifying business opportunities, the Company has no such policy in place as of now. The Board shall take steps to formulate the requisite policy as soon as it identifies business opportunity.

27. Vigil Mechanism/Whistle Blower Policy

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed

"Whistle Blower Policy and Vigil Mechanism. The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behavior.

The policy provides for protected disclosures, which can be made by a complainant through e-mail or a letter to the Chairperson of the audit committee. The Company did not receive any complaints during the year 2025-26.

28. Corporate Social Responsibility

For the year under review, the provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company.

29. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12)of the Companies Act, 2013.

30. Internal Financial Controls

The Company has in place an adequate internal financial control system commensurate with the size, scale, and complexity of its operations. The internal financial controls are designed to ensure the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) ACT, 2013

a. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Status of the complaints received/ pending/ disposed off during the year:

(i) Number of complaints filed during the financial year: NIL

(ii) Number of complaints disposed of during the financial year: NIL

(iii) Number of cases pending for more than ninety day: NIL

b. Maternity Benefit Act 1961:

The company has complied with the applicable provisions of the Maternity Benefit Act, 1961.

32. Conservation of Energy and Technology Absorption

Particulars regarding conservation of energy and technology absorption as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are not applicable since the Company is not engaged in any manufacturing / power intensive activity.

33. Details of Application / any Proceeding Pending under The Insolvency and Bankruptcy Code, 2016

Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

34. Foreign exchange earnings and Outgo

There was no foreign exchange inflow or Outflow during the year under review.

35. Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to the Investor Education and Protection Fund (IEPF).

36. Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively

37. Annual Return

The Annual Return as required under subsection (3) of Section 92 of the Companies Act, 2013 (hereinafter referred to as ‘the Act) is made available on the website of the Company and can be accessed through the web link: https://www.lerthaifinance.com/investors.

38. Acknowledgment

The Board wishes to place on record its sincere appreciation for the hard work, dedication, and commitment of all employees, whose efforts have contributed to achieving encouraging results this year. The Board also extends its heartfelt gratitude to shareholders, banks, financial institutions, solicitors, advisors, and other stakeholders, as well as the Government of India, relevant State Governments, and regulatory and statutory authorities for their unwavering support and cooperation throughout the year.

We look forward to their continued support and encouragement.

	For and on behalf of, Lerthai Finance Limited
	Shao Xing Max Yang
Place: USA	Director / Chairman
Date: 10th August, 2026	DIN: 08114973