The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench have approved Scheme of merger by absorption of La Tim Sourcing (India) Private Limited, the transferor company by La Metal & Industries Limited, the transferee company vide it's order dated 4th Augest, 2023. The effective date of the scheme is 1st April, 2019. Consequent to the merger, 20,20,020 equity share of INR 10 each fully paid in La Tim Sourcing (India) Private Limited, held as investment by the Company stands cancelled.

* Pursuant to the approval of the shareholders at the Extra Ordinary General Meeting of the Company held on 9th May 2022 , each equity share of face value of Rs. 10/- per share was sub-divided into ten equity shares of face value of Re. 1/- per share, with effect from the record date, i.e., 23rd May 2022.

14.2 - Terms/Rights attached to the equity shares

The Company has one class of shares referred to as equity shares having a par value of Rs. 1 each. Each shareholder is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. There are no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus shares and bought back during the last 5 years.

14.3 - Sub division of the equity shares

Board of Directors resolved in Board meeting dated 8th April 2022 that pursuant to provisions of Section 61(l)(d) read with Section 64 and all other applicable provisions, if any, of the Companies Act, 2013 and rules framed there under (including any statutory modification(s) or re-enactment thereof, for the time being in force) and in accordance with the provisions of the Memorandum and Articles of Association of the Company and subject to approval of Shareholders of the Company and other consent(s), permission(s) and sanction(s) as may be necessary from the competent authorities or bodies , the sub-division of equity shares of the Company, the authorized, issued, subscribed and paid-up equity share capital of 1 (one) equity share of the face value of Rs. 10/- (Rupees ten only) each shall stand sub-divided into 10 (ten) equity shares having a face value of Re. 1/- (Rupees one only) each from record date as 23rd May 2022 as fixed by the Board of Director of the company and ranked pari-passu in all respects with each other and carry the same rights as to the existing fully paid-up equity share of Rs. 10/- (Rupees ten only) each of the Company.

14.4 Right issue of the equity shares

The Company had, issued 4,41,57,150 equity shares of face value of Rs. 1/- each ('Right equity shares') to the eligible equity shareholders at an issue price of Rs. 8.5 per right equity share ( including premium of Rs.7.5 per right equity share). The right equity shares were issued as partly paid-up and an amount of Rs. 4.25 per right equity share was payable on application (of which Rs. 0.5 towards face value of right equity shares and Rs.3.75 towards premium amount of right equity shares). There is no deviation in use of proceeds from the objects stated in the offer document for rights issue.

Equity issue expenses of Rs 83 lakhs has been adjusted against securities premium.

Notes to other equity Securities Premium Account

Securities premium is created due to premium on issue of shares and is utilised in accordance with the provisions of the Companies Act, 2013. Capital Reserve

Represent a non-distributable reserve.

General Reserve

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss.

FVOCI Reserve

Components of other equity include remeasurement of net defined benefit liability / asset, equity instruments fair valued through other comprehensive income, changes on fair valuation of investments and changes in fair value of derivatives designated as cash flow hedges, net of taxes.

Nature of Security and terms of repayment for secured non-current financial liability - Borrowings of the Compnay:

1. During the previous year. Unity Small Finance Bank Limited had approved the restructing of loans and all earlier outstandings (in form of term loans, LCs, outstanding interest) were converted into fresh loans as a part of the said restructuring activity.

2. Unity Small Finance Bank Limited term loans are secured by- Registered mortgage of Office No.201, 2nd Floor, Bajaj Road, Vile parle(W), Mumbai owned by M/s La Tim Sourcing (India) Pvt Ltd

- Registered mortgage of Flat 601, 6, 7th Crystal Apartment, vallabhnagar CHS, Plot No 31, CTS No 191, NS Road , JVPD Scheme,

Vileparle (W) owned by Mr. Rahul Timbadia, Mr. Parth Timbadia, Mrs.Almitra R Timbadia, Mrs. Amita P Timbadia.

- Registered mortgage of Land & Building at Survey no.18, Hissa no.2A within village Metgutad, Tal Mahabaleshwar owned by M/s Saj Hotels Pvt Ltd.

- Registered mortnage of Land & Building at NA Plot at Survey no.171/12, 173/IA, 173/18 and 173/211, Malshej, Karanjale, taluka Junnar, Dist Pune owned by M/s Saj Hotels Pvt Ltd.

- Personal guarantees of all the promoters/directors i.e., Mr.Kartik Maganlal Timbadia, Mr.Rahul Maganlal Timbadia, Mr.Parth Rahul

Timbadia, Mr.Karna Kartik Timbadia, Ms. Amita R Timbadia, Ms. Almitra P. Timbadia, M/s. Saj Hotel Pvt. Ltd., M/s La Tim Metal &

Industries Ltd.

- Rate of interest-14.50% p.a."

3. ICICI Bank Limited - Car Loan ( Carried Interest Rate 11.51%) are secured by first pari passu charge of Car. The loan is repayble in 60 monthly installmetns till June, 2023.

4. ICICI Bank Limited - Car Loan ( Carried Interest Rate 9.10%) are secured by first pari passu charge of Car. The loan is repayble in 60 monthly installmetns till June, 2023.

5. Aditya Birla Finance Limited: The company has transferred its loans from Unity Small Finance Bank Limited to Aditya Birla Finance Limited having refrence no. ABFWCIDEC23/N5014400 dated Decemeber 16, 2023.

- Effective interest rate of 11.25% p.a.

- The loan is repayble in 144 installments ending on January 15, 2036.

- Term loan is secured by first pari passu charge on all that piece and parcel of land bearing Survey No 18/2A admeasuring 14164 Sg, Mtrs alongwith the construction admeasuring 17048 Sq. Mtrs, village Metgutad, Mahabaleshwar Panchagani road, Taluka-Mahabaleshwar House No:- Districit-Pune 412806, Floor no: .Building Number:, Society Name:-, Block no:-, Street Name:Locality: -State: Maharashtra, District:- Pune, Zip code: 412806 owned by Saj Hotels Private Ltd.

- First pari passu charge on Plot no:- Duplex FlatNo. 601 admeasuring 2550 Sq. Ft., on the Sixth and Seventh Floor, in the project known as Crystal Apartment, in the Vallabhnagar Co-op Hsg Society Ltd Constructed on land bearing Plot No. 31, C.T.S. No 191 situated af Vila Parlo (West)House No: Mumbai 400049, Floor no-, Building Number, Society Name. Block no:- Street Name: Locality.-,State:

MAHARASHTRA. District:- Mumbai, Zip code: 400049 Owned by ALMITRA BALLAL CHANDRACHUD; AMITA RAHULTIMBADIA; PARTH RAHUL TIMBADIA: RAHUL MAGANLAL TIMBADIA.

- First pari passu charge on Plot no:- Office No. 201 admeasuring 1800 Sq | Ft. ( Salable Area) on the 2nd Floor, alongwith one stack car parking Space No.6, in the project known as Navkar Plaza, constructed on land bearing Plot No. 104 TP Scheme No. VI bearing CTS No. 949, 949/1, 949/2, 949/3, 949/4 and 949/5, situated at Vile Parle (West)House No:- Mumbai - 400056,Floor no: .Building Number: Society Name:-,Block no:-,Street Name: Locality:-,State: Maharashtra District:- Mumbai, Zip code: 400056 Owned by La Tim Sourcing (India) Private Ltd.

- Hypothecation over current asset including rent received from Mahindra Holidays & Resorts india Ltd both present as well as future receipts of Saj Hotels Pvt Ltd.

- First pari passu charge on Plot no:- All that piece and parcel of land bearing Survey No. 171/2(P), admeasuring 01H14.09R, 173/1/A admeasuring 00H18.06R, 173/1/B admeasuring 00H18.6R, 173/2/A admeasuring 00H 26.8R., Non agriculture area admeasuring 17611.20 Sq. Mtrs. alongwith the construction admeasuring 2038.97 Sq. Mtrs, situated at Village Karanjale, Taluka Junnar, District, House No: Pune- 412409, Floor no:-, Building Number:, Society Name:-,Block no:-, Street Name: Locality: -, State: Maharashtra, District:- Pune, Zip code:412409 owner by Saj Hotels Private Limited.

- Hypothecation over entire present and future current assets of LaTim Metal and industries Limited.

NOTES:

(i) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters stated above, pending resolution of the proceedings.

(ii) INR 793.49 Lakhs: Amount of contingent liability relates to one matter related to Custom Duty wherein the company has won the appeal proceedings and against that, the Customs department has preferred an appeal in the Hon'able Supreme Court of India for which outcome is pending as on the balance sheet date. Even though, the Company expects favourable outcome of this appeal, the said amount has continued to be disclosed as a contingent liability until the decision of the Apex Court.

36 - SEGMENT REPORTING

During the year, there are two reporting segments of the company which are as follows :

1. Manufacturing & Trading of Goods

2. Real Estate Development Activity

During the year, the company has not generated any revenue from Real Estate Development Segment.

37 - DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND AS) 19 EMPLOYEE BENEFITS

a) Defined contribution plans

- Provident fund

The Company has recognized the following amounts in the statement of profit and loss:

Employers' contribution to provident fund Current Year Rs. 10.25 Lakhs (Previous Year Rs. 8.99 Lakhs)

b) Leave Obligations

The leave obligations cover the Company's liability for sick and earned leave. The company has made payment of Rs. 1.10 lakhs (31st March 2023 - Rs. 0.6 lakhs ), since the Company does not have an unconditional right to defer settlement for any of these obligations.

c) Defined benefit plans

- Gratuity

In accordance with Indian Accounting Standard 19, actuarial valuation was done in respect of the aforesaid defined benefit plans based on the following assumptions-Economic Assumptions

The discount rate and salary increases assumed are the key financial assumptions and should be considered together; it is the difference or 'gap' between these rates which is more important than the individual rates in isolation.

Discount Rate

The discounting rate is based on the gross redemption yield on medium to long term risk free investments. The estimated term of the benefits/obligations works out to zero years. For the current valuation a discount rate of 7.21% p.a. (Previous Year 7.51% p.a.) compound has been used.

Salary Escalation Rate

The salary escalation rate usually consists of at least three components, viz. regular increments, price inflation and promotional increases. In addition to this any commitments by the management regarding future salary increases and the Company's philosophy towards employee remuneration are also to be taken into account. Again a long-term view as to trend in salary increase rates has to be taken rather than be guided by the escalation rates experienced in the immediate past, if they have been influenced by unusual factors.

Short-term employee benefits are recognized as expenses at the undiscounted amount in the statement of profit and loss for the year in which the employee has rendered services. The expenses are recognized at the present value. Provision for Gratuity has been made on a discounted basis as per the Actuarial Valuation Report.The employees are required to exhaust their leave entitlement during the Financial year itself due to which there was no accumulated earned leave to the credit of any employee.

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

1. Fair values of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short-term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on the evaluation, allowances are taken to account for the expected losses of these receivables.

The coompany uses the following hierarchy for determining and disclosing the fair values of financial instruments by valuation technique: Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2 : Other techniques for which all inputs which have a significant effects on the recorded fair value are observable, either directly or indirectly.

Level 3 : Techniques which use inputs that have a significant effects on the recorded fair value that are not based on observable market data.

The company's financial risk management is an integral part of how to plan and execute its business strategies.

Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loan borrowings.

The majority of the company's sales come from the steel manufacturing and trading business, and fluctuations in the demand for or supply of steel could have an impact on earnings. In addition, at a time of fierce competition, any changes in the company's competitiveness in terms of technology, cost, quality, or other aspects could have an impact on earnings.

Interest rate risk

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's policy is to minimise interest rate risk exposure for its long term financing. The Company is exposed to changes in market interest rates as its existing loans are at variable interest rates except for vehicle loans.

Foreign currency risk

The company imports steel from international market, consequently, the company is exposed to foreign exchange risk in foreign currencies. The company has laid down procedures to de-risk itself against currency volatility and out sources expert advice whenever required.

The company evaluates exchange rate exposure arising from foreign currency transactions and the company follows established risk management policies.

I. Foreign Currency Exposure

Refer Note related to foreign exchange exposure as at 31st March, 2024 and 31st March, 2023 respectively.

Credit risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is significant increase in credit risk the company compares the risk of a default occurring an the asset at the reporting date with the risk of default as the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

(i) Actual or expected significant adverse changes in business,

(ii) Actual or expected significant changes in the operating results of the counterparty.

(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty's ability to mere its obligation,

(iv) Significant increase in credit risk on other financial instruments of the same counterparty.

(v) Significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company. The company categorises a loan or receivable for write off when a debtor fails to make contractual payments greater than reasonable period of time decided by the Management. Where loans or receivables have been written off, the company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.

Liquidity Risk

Liquidity Risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at reasonable price. The company is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the company's net liquidity position through rolling forecast on the basis of expected cash flows.

Capital management

For the purposes of the company's capital management, capital includes issued capital and all other equity reserves. The primary objective of the company's Capital Management is to maximise shareholder value. The company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirement of the financial covenants.

Note: 42

In accordance with the provisions of Section 135 of the Companies Act, 2013, Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Board of Directors of the Company had constituted a Corporate Social Responsibility (CSR) Committee. In terms of the provisions of the said Act, the Company was required to spend NIL (previous year 7.44 lakhs) towards CSR activities during the year ended 31st March, 2024. However company had voluntarily made CSR contribution pertaining to amount 8.43 lakhs. The Company has incurred following expenditure towards CSR activities for the benefit of general public and in the neighbourhood of the Company.

a. The Company has not carried out any revaluation of Property, Plant and Equipment in any of the period reported in this Financial Statements hence reporting is not applicable.

b. There have been no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

c. The Company does not have any working capital facilities from banks or financial institutions and hence reporting to the extent is not applicable.

d. As per the internal assessment of the Management, the Company does not have any transactions with companies struck off.

e. There no charges or satisfaction of charges yet to be registered with Registrar of Companies beyond the statutory period.

f. There are no undisclosed Income surrendered or disclosed as income during the period / year in the tax assessments under the Income Tax Act, 1961

g. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries"

h. The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,"

i. The Company is not declared as willful defaulter by any bank or Financial Institution as on the balance sheet date.

j. During the year, the Company has not traded or invested in Crypto Currency or Virutal Currency.

k. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act read with the

Companies ( Restriction on number of Layers) Rules, 2017.

Note - 48: Merger of Subsidiary

(1) The National Company Law Tribunal of Mumbai have approved the Scheme of Merger by Absorption of LA TIM SOURCING (INDIA) PRIVATE LIMITED (wholly owned subsidiary) with the Company w.e.f. April 01, 2019 (appointed date).

(2) The merger have been accounted in the books of account of the Company in accordance with Ind AS 103 'Business Combination' read with Appendix C to Ind AS 103 specified under Section 133 of the Act. Accordingly, the following accounting treatment has been followed to give the effect of the merger:

i) The assets, liabilities and reserves of DIPL have been incorporated in the financial statements at the carrying values as appearing in the financial statement of the Company.

ii) Inter-Company balances and transactions have been eliminated and resultant adjustment has been adjusted in the other equity.

iii) 20,20,020 equity share of' 10 each fully paid in LA TIM SOURCING (INDIA) PRIVATE LIMITED, held as investment by the Company stands cancelled.

iv) The financial information in the financial statements in respect of prior period have been restated as if business combination had occurred from the beginning of the preceding period in the financial statements.

(3) Pursuant to the Scheme, the authorised equity share capital of the Company has been increased by the authorised equity share capital of the erstwhile LA TIM SOURCING (INDIA) PRIVATE LIMITED.