Your Directors take pleasure in presenting the 46^th Directors Report of your Company
together with Audited Financial Statements and the Auditor’s Report thereon for the Financial
Year ended March 31, 2025.

1. Highlights of Financial Performance

Your Company’s Standalone Financial performance during the Financial Year 2024-25 as
compared to that of the previous Financial Year 2023-24 is summarized below:

2. State of Company’s 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. However, the changing business environment
post COVID-19 pandemic and the prevailing geo-political situation globally have delayed the
efforts of the management in terms of finding suitable business opportunities for the Company
in the market. As the effects of the pandemic is subsiding and India is gearing for economic
growth 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 fixed deposits.

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 Company’s 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:

The Board has entrusted Audit Committee and Nomination 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. Board Meetings

During the year, four board meetings were convened and held, with details provided in the
Corporate Governance Report. 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.

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:

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: -

The Nomination & Remuneration Committee has not conducted any meetings during the year
as there has been no requirement of any such meeting.

13. Stakeholders’ Relationship Committee

Present composition of the Stakeholders’ Relationship Committee is as under:

The Stakeholders’ Relationship Committee has not conducted any meetings during the year
as there has been no requirement of any such meeting.

14. Company’s 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:

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 have been appointed as Statutory Auditors of the Company from the conclusion
of the 41^st AGM of the Company till the conclusion of the AGM to be held for FY end 31^st March
2025, 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. 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 Company’s financial
position have occurred between the end of the financial year of the Company and date of this
report

19. 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 2024-25 to conduct internal audit.

20. Secretarial Audit

Section 204 of the Act, inter alia, requires every listed company to annex to its Board’s Report,
a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice.
The Board had appointed Ms. Krupa Kamleshbhai Shah, Practicing Company Secretary (C.P.
No. 18634), as the Secretarial Auditors to conduct Secretarial Audit of the Company for the
FY 2024-25 and their Report is annexed to this report. The management’s reply on the
qualification of the Secretarial Auditor, form part of Secretarial Audit Report, which is self¬
explanatory.

21. 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 Company’s
operations in future.

22. 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. Accordingly, Form AOC-2 as per the rules prescribed under Chapter
IX relating to Accounts of Companies under the Companies Act, 2013 does not form part of
this report.

23. 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.

24. 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.

25. 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.

26. 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 2024-25.

27. 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.

28. 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.

29. 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
Company’s 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.

30. Disclosure under the 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

31. A statement by the Company with respect to the compliance of provisions relating
to the Maternity Benefits Act, 1961 [5]

The Company is in the process of aligning its internal HR policies and employee benefits with
the requirements of the Maternity Benefit Act, 1961. As of the date of this Report, certain
provisions under the Act, such as paid maternity leave, medical bonus, and nursing breaks,
are not fully implemented across all locations or employee categories. The Company has
taken note of the statutory requirements and is taking steps to ensure full compliance in a
time-bound manner.

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 http://www.lerthaifinance.com/investor-
relations/annualreports/

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

Sd/-

Shao Xing Max Yang
Director / Chairman
DIN: 08114903

Place: Los Angeles
Date: 15^th May, 2025