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LT FOODS LTD.

09 December 2025 | 12:00

Industry >> Agricultural Products

Select Another Company

ISIN No INE818H01020 BSE Code / NSE Code 532783 / LTFOODS Book Value (Rs.) 105.22 Face Value 1.00
Bookclosure 19/09/2025 52Week High 519 EPS 17.43 P/E 22.41
Market Cap. 13567.17 Cr. 52Week Low 288 P/BV / Div Yield (%) 3.71 / 0.77 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Board of Directors ("the Board") is pleased to present the 35th Annual Report on the business performance
and operations of LT Foods Limited ("the Company"), together with Audited Standalone and Consolidated Financial
Statements of the Company for the year ended 31st March, 2025.

Financial Highlights

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared this Report, which
includes the audited financial statements for the financial year 2024-25, prepared in accordance with the applicable
Indian Accounting Standards (Ind AS). This report also outlines key developments and significant events pertaining to
the Company's operations during the year.

Key highlights of standalone and consolidated financial performance for the year ended 31st March, 2025, are
summarised as under:

Particulars

Financial Year Ended

Financial Year Ended

31.03.2025

31.03.2024

31.03.2025

31.03.2024

Revenue from Operations

4,08,531.69

4,02,012.20

8,68,146.63

7,77,240.70

Other Income

7,089.01

2,922.42

8,847.32

4,964.91

Operating Profit before Finance Costs,
Depreciation, Tax and Extraordinary items

32,745.47

26,858.88

1,06,673.76

98,753.33

Less: Depreciation and amortization expenses

3,892.51

3,852.44

18,568.17

15,290.65

Less: Finance Cost

1,927.11

1,877.25

8,767.78

8,296.72

Share of net profit/(loss) of associates and joint
ventures accounted for using the equity method

-

-

2,861.97

4,886.65

Profit Before Tax

26,925.85

21,129.19

82,199.78

80,052.75

Less: Tax Expense

5,709.27

5,162.70

21,019.65

20,292.86

Profit After Tax

21,216.48

15,966.49

61,180.13

59,759.89

Total Comprehensive income for the year

21,179.29

16,073.65

64,115.10

62,732.50

Earnings Per share

6.11

4.60

17.43

17.09

Overview of the Company's Performance:

LT continued its growth trajectory with Revenue from
Operations on a consolidated basis, reported revenue
from operations of ?8,68,146.63 lacs, reflecting a
growth of 11.69% over the previous year's revenue of
?7,77,240.70 lacs in FY 2023-24.

On a standalone basis, the Company reported revenue
from operations of ?4,08,531.69 lacs, a growth of 1.62%
over ?4,02,012.20 lacs in the previous year.

While handling the geopolitical risks and external factors,
LT focused on maintaining profits through continuous
investment on Brands, executing countrywide strategies,
distribution expansion, strategic pricing actions and
enhanced operational efficiencies, thereby achieving a
Net Profit of ? 61,180.13 lacs for FY 2024-25 as compared
to ? 59,759.89 lacs in the previous financial year.

Standalone Profit Before Tax stood at ?26,925.85 lacs,
and Profit After Tax at ?21,216.48 lacs, registering a
robust increase of 27.43% and 32.88%, respectively, as

compared to PBT of ?21,129.19 lacs and PAT of ?15,966.49
lacs reported in FY 2023-24.

For a comprehensive analysis of the Company's financial
and operational performance, please refer to the
Management Discussion and Analysis Report, which
forms an integral part of the Annual Report.

DIVIDEND

The Board of Directors of your Company at its meetings
held on May 17, 2024, July 25, 2024, October 24, 2024,
January 27, 2025 declared interim dividends of ? 0.50 per
equity share of Re. 1/- each i.e. @50% total aggregating
to ?2/- per equity share of Re. 1/- each i.e. @200%
during the financial year 2024-25. Payment of dividend
was made within 30 days from date of declaration in
compliance of the applicable law.

Further, the Board of Directors of your Company at
their Meeting held on May 15, 2025, recommended
a Final Dividend of ? 1/- per Equity Share of face value
of ? 1/- each for FY 2024-25, subject to approval of the

Members of the Company. An Ordinary Resolution
seeking approval of the Members for Declaration of the
Final Dividend for the Financial Year ended March 31,
2025 forms part of the Notice of the 35th Annual General
Meeting of the Company.

The Dividend, if declared, will be paid to the Members
holding equity shares as on record date i.e., Friday,
September 19, 2025, within the statutory timelines after
deduction of applicable taxes. The recommendation of
Dividend is in accordance with the Dividend Distribution
Policy of the Company adopted as per Regulation 43A
of the SEBI Listing Regulations, 2015 and is available on
the Company's website
https://ltfoods.com/ltfoodscms/
uploads/investors/policiesandrelateddocuments/
policiesandrelateddocuments 1732181534.pdf.

FOCUS ON EXPANSION/INNOVATION AND NEW
LAUNCHES

Your Company is focused on expanding its presence
organically, inorganically and on delivering insight-driven
innovation that provides value-added new products. In
the Financial Year 2024-25, the major steps to further
expand its presence and portfolio were:

1. Strategic Updates:

a) Expansion in the United Kingdom:

® 11th July 2024: LT Foods UK Limited, a
step-down subsidiary of LT Foods Limited,
inaugurated a new state-of-the-art facility
in the United Kingdom, strengthening its
presence in the European market.

b) Middle East Market Entry & Expansion:

® 8th January 2025: LT Foods Arabia Limited
Company was incorporated as a step-down
subsidiary, wholly owned by LT Foods
Holdings ME Limited, itself a subsidiary of
LT Foods Limited.

® 15th January 2025: LT Foods Middle East
LLC was also incorporated under the
same structure—furthering LT Foods'
expansion and operational footprint in the
Middle East region.

c) Full Ownership of Subsidiary:

® 27th January 2025: LT Foods Limited
acquired the remaining 4% stake in
Raghunath Agro Industries Private Limited,
making it a Wholly Owned Subsidiary.

2. Product Portfolio Expansion:

a. DAAWAT® Jasmine Thai Rice- Known for its
naturally fragrant aroma and soft texture,
DAAWAT® Jasmine Thai Rice is the authentic
Thai Hom Mali, sourced from Thailand. This
latest addition to the
DAAWAT® portfolio

underlines the company's commitment to
introducing global gourmet food to Indian
consumers, catering to the aspirations
of those seeking diverse global culinary
experiences at home.

b. Krispy Hopu- Kameda LT Foods, a joint venture
between LT Foods, and Kameda Seika, a leading
Rice Cracker and Rice innovation Company in
Japan, continues to build and expand its roasted
gluten-free snack range under the brand Kari
Kari with the launch of a new product, 'Krispy
Hopu' with the happy flavour 'Sweet and Salty'.

3. Brand Milestones

a. The King of Bollywood teams up with the King
of Basmati-
LT Foods Ltd., proudly announces
it's collaboration with the finest global superstar,
Mr. Shah Rukh Khan, for the world's finest
basmati brand -
DAAWAT®.

b. DAAWAT® World Biryani Day- LT Foods
affirmed its position as the global torchbearer
of Biryani with the spectacular 4th
DAAWAT®
World Biryani Day, which was celebrated on
6th July, 2025.

CHANGE(S) IN THE NATURE OF BUSINESS

During the Financial Year under review, there were no
material changes in the nature of business of the Company.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

As on 31st March, 2025, Your Company has a total of 18
subsidiaries (5 in India and 13 overseas), which includes
both direct and step-down subsidiaries. In addition to
these, the Company also holds interests in 4 associate
companies and 3 joint venture companies, located
across India and overseas. The performance of these
companies are regularly monitored.

The annual accounts of these subsidiary companies are
available on the website of the Company viz.
https://
ltfoods.com/investors and shall also be kept open for
inspection at the registered office & corporate office of
the Company. The Company shall also make available
the annual accounts of these companies to any member
of the Company who may be interested in obtaining the
same. The consolidated financial statements presented
by the Company include the financial results of its
subsidiary and associate companies.

In compliance with the provision of Section 129(3) of the
Act, a separate statement containing the salient features
of financial statements of subsidiaries and associates of
the Company in the prescribed Form AOC-1
(Annexure-I)
is annexed to consolidated financial statement.

Material Subsidiaries

The Board of Directors of your Company ('the Board')
has approved a policy for determining material
subsidiaries. The Policy for determining material
subsidiaries can be viewed on the Company's website,
at the following link:
https://ltfoods.com/ltfoodscms/
uploads/investors/policiesandrelateddocuments/
policiesandrelateddocuments 1732180499.

DAAWAT® Foods Limited (Subsidiary), LT Foods

Americas, Inc. and LT Foods Europe, BV (Fellow
Subsidiary) are material subsidiaries of the Company
as on 31st March, 2025, as per the provisions of the
Listing Regulations.

SHARE CAPITAL

During the Financial Year 2024-25, there was no change
in the Company's authorized, issued, subscribed or
paid-up Capital.

Commercial Paper

During the financial year 2024-25, the Company issued
500 units of Commercial Papers amounting to ?2,500 lacs
on June 11,2024. These commercial papers are listed on
both the National Stock Exchange of India Limited (NSE)
and Bombay Stock Exchange Limited (BSE).

The Company has maintained a strong credit discipline
and has
not defaulted on any payments due to its

financial lenders.

India Ratings and Research (Ind-Ra) assigned rating
of 'IND A1 ' for the INR 500 million Commercial Paper
Programme of LT Foods Limited.

Further details regarding the rating is also provided
in the Corporate Governance Report, which forms
part of this Annual Report and is also available on the
Company's website.

Confirmations:

a. During the FY 2024-25, the Company has not:

® issued any shares, warrants, debentures,

bonds, or any other convertible or non¬
convertible securities.

® issued equity shares with differential rights as
to dividend, voting or otherwise.

® issued any sweat equity shares to its

Directors or employees.

® made any change in voting rights.

® reduced its share capital or bought back shares.

® failed to implement any corporate action.

b. The Company's securities were not suspended for
trading during the year.

c. The disclosure pertaining to the explanation for any
deviation or variation in connection with certain
terms of a public issue, rights issue, preferential
issue, etc., does not apply to the Company.

RESERVES

During the financial year under review, no amount was
proposed to be transferred to the reserves.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The particulars of loans given, investments made and
guarantees provided by the Company, under Section 186
of the Companies Act, 2013, as at 31st March, 2025, are
set out in
Annexure - II, which forms part of this Report.

DETAILS RELATING TO DEPOSITS COVERED
UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted any deposits from
the public under Chapter V of the Act and, as such, no
amount of principal or interest was outstanding at the
end of the Financial Year 2024-25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors

As on 31st March, 2025, The Board comprises of an
optimum combination of Executive, Non-Executive,
and Independent Directors, in accordance with the
requirements of the Companies Act, 2013 and the
SEBI Listing Regulations, ensuring a balanced and
effective governance structure. The Board comprises
of 9 Directors (including 2 women Directors), 5 of
which are Independent Directors, 1 Non-Executive
Non-Independent Director and 3 Promoter Executive
Directors / Managing Directors & CEO.

Change in Directorate:

The composition of Board of Directors remained
unchanged during the financial year under review.

Re-appointment of Director(s)

Mr. Vijay Kumar Arora, Managing Director of the
Company was re-appointed as such by the members
of the Company in the 34th Annual general Meeting of
the Company, for a term of 5 years effective from 28th
September 2024. The re-appointment was subject to the
approval of Central Government, which was received by
the Company vide letter dated 24th April 2025.

Based on the recommendation of Board of Director's,
the members of the Company approved re-appointment
of following directors vide postal ballot concluded on
04th March 2025: -

® Re-appointment of Mrs. Neeru Singh, whose first
term of 5 years as Independent director concluded
on 16th March 2025.The Members through postal
ballot, duly approved her re-appointment as an
independent director for second term of 5 years
commencing from 17th March 2025 and ending on
16th March 2030.

® Mr. Ashwani Kumar Arora, whose first term as
Managing Director concluded on 20th June 2025
was re-appointed by the members of the Company
through postal ballot for second term of five years
effective from 21st June 2025 to 20th June 2030.

® Mr. Surinder Kumar Arora, whose first term as
Managing Director concluded on 20th June 2025
was re-appointed by the members of the Company
through postal ballot for second term of five years
effective from 21st June 2025 to 20th June 2030.

Retirement by Rotation

In pursuant to the provisions of Section 152 and other
applicable provisions, if any of the Companies Act,
2013, and the Articles of Association of the Company,
Mr. Ashwani Kumar Arora, Managing Director of the
Company, is liable to retire by rotation at the ensuing
35th AGM and being eligible has offered himself for re¬
appointment. Based on the recommendation of NRC, the
board has recommended for approval of members for
re-appointment of Mr. Ashwani Kumar Arora at the 35th
AGM of the Company.

A brief resume, nature of expertise, details of
directorships held by Mr. Ashwani Kumar Arora in
other companies, along with his shareholding in the
Company, as stipulated under Secretarial Standard - 2,
issued by Institute of Company Secretaries of India, and
Regulation 36 of the Listing Regulations, is appended as
an Annexure to the Notice of the ensuing 35th AGM.

Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and
203 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following individuals are
designated as the Key Managerial Personnel (KMP)
of the Company:

® Mr. Ashwani Kumar Arora - Managing Director
® Mr. Vijay Kumar Arora - Managing Director
® Mr. Surinder Kumar Arora - Managing Director
® Mrs. Monika Chawla Jaggia - Company Secretary
® Mr. Sachin Gupta - Chief Financial Officer

During the year under review, there were no changes
in the composition of the Key Managerial Personnel
of the Company.

Declaration from Directors

The Company has received declarations from all
Independent Directors in accordance with the provisions
of the Companies Act, 2013, and other applicable laws,
confirming that:

a. They fulfill the criteria of independence as prescribed
under the Companies Act, 2013, read with Schedule
IV and the rules framed thereunder, as well as the
Listing Regulations. There has been no change
in circumstances that could affect their status as
Independent Directors of the Company;

b. They have adhered to the Code for Independent
Directors as outlined in Schedule IV of the Act; and

c. They have registered with the Independent
Directors' Database maintained by the Indian
Institute of Corporate Affairs and have either
qualified the online proficiency self-assessment test
or are exempt from passing the test as mandated
under Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualification of
Directors) Rules, 2014.

None of the Directors on the Board are disqualified
from appointment as specified under Sections 164(1)
and 164(2) of the Companies Act, 2013, read with Rule
14(1) of the Companies (Appointment and Qualification
of Directors) Rules, 2014 (including any statutory
modifications or re-enactments thereof), nor are they
debarred or disqualified by the Securities and Exchange
Board of India (SEBI), Ministry of Corporate Affairs (MCA),
or any other statutory authority.

All members of the Board and Senior Management have
affirmed their compliance with the Code of Conduct for
the Board of Directors and Senior Management for the
financial year 2024-25.

Additionally, the Company obtained certificates
from independent and reputed Practicing Company
Secretaries confirming that:

(a) None of the Directors on the Company's Board has
been debarred or disqualified from appointment or
continuation as Directors by SEBI, MCA, or any other
statutory authority; and

(b) The independence of the Company's Directors
complies with the requirements of the Companies
Act, 2013, read with Schedule IV and the applicable
rules, as well as the Listing Regulations.

Board Independence

The Company's definition of 'Independence' of Directors
is aligned with the criteria laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations").

All Independent Directors have submitted their annual
declarations, confirming that they meet the prescribed
criteria of independence. Based on these confirmations
and disclosures, along with an evaluation of the
relationships disclosed by the Directors, and supported
by a certificate obtained from D Dixit & Associates,
Company Secretaries, in accordance with Regulation
25(9) of the Listing Regulations, the Board of Directors
affirms that all Independent Directors meet the criteria
of independence as specified under the applicable laws.

Board and its Committees

In compliance with statutory requirements, the Company
has constituted mandatory Committees, namely the
Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee,
Risk Management Committee, and Stakeholders'
Relationship Committee.

During the year under review, all recommendations
made by these Committees, were duly accepted and
approved by the Board.

A comprehensive update on the Board, its composition,
and the governance of its Committees—including their
detailed charters, terms of reference, the number of
Board and Committee meetings held during the financial
year ended 31st March, 2025, and the attendance
record of Directors at each meeting—is provided in the
Report on Corporate Governance, which forms part of
this Annual Report.

Familiarization Programme for Independent
Directors

The Company provides its Board members with
ample opportunities to familiarize themselves with
the Company, its management, and its operations.
Directors are furnished with all relevant documents
and information to enhance their understanding of the
Company, its business environment, and the industry in
which it operates.

All Independent Directors receive a formal letter of
appointment at the time of their induction, clearly
outlining their roles, responsibilities, and terms of
engagement. In addition, Directors are regularly
updated on various developments within the Company
through detailed presentations during Board and
Committee meetings.

In compliance with Regulation 25(7) of the Listing
Regulations, the Company conducts periodic
familiarization programmes for its Directors. These
sessions cover a wide range of topics, including industry
outlook, regulatory updates related to the Companies
Act, Listing Regulations, taxation, and other relevant
areas. Experts such as Auditors, the Company Secretary,
and other professionals deliver insights on internal
controls over financial reporting, Prevention of Insider
Trading Regulations, and the framework for related
party transactions.

Further, pursuant to Regulation 46 of the Listing Regulations,
detailed information regarding these familiarization
initiatives is made available on the Company's website
at the following link:
https://ltfoods.com/ltfoodscms/
uploads/investors/policiesandrelateddocuments/
policiesandrelateddocuments 1756798150.pdf.

Board Evaluation

In accordance with the requirements of the Companies
Act and the Listing Regulations, the Company conducts
an annual performance evaluation of the Board. This
process enables the Board to formally assess its own
effectiveness, as well as that of its Committees, with the
objective of driving continuous improvement.

The Board, in collaboration with the Nomination and
Remuneration Committee, has established specific
criteria for evaluating the performance of the Board,
its Committees, and individual Directors. These
criteria are detailed in the Board Evaluation Policy,
which is accessible on the Company's website at
the following link:
https://ltfoods.com/ltfoodscms/
uploads/investors/policiesandrelateddocuments/
policiesandrelateddocuments 1732180692.pdf.

Evaluation Process

During the year under review, the Company conducted
an internal Board Evaluation exercise encompassing the
assessment of the Board as a whole, its Committees,
peer evaluation of Directors, and evaluation of the
Chairperson. Comprehensive questionnaires covering
various parameters relevant to Board and Committee
performance were circulated among the Directors.

In addition, specific feedback was obtained regarding the
effectiveness with which the Chairperson, Independent
Directors, and Executive Directors discharged their
respective roles. The average scores and feedback
across all evaluation aspects were notably high,
reflecting a strong collective position for the Board and
its Committees. As an outcome of the performance
evaluation exercise, it was noted that:

® The Board consistently acts in good faith, exercising
due diligence, care, and upholding high ethical
standards. It demonstrates a strong focus on
governance, talent management, and strategic
direction, building future-ready capabilities, and
addressing environmental and social considerations.

® The Board fosters a collaborative culture that
embraces critical thinking, encourages open
discussion, and remains committed to creating
sustainable value for all stakeholders.

® The Board Committees operate under well-
defined terms of reference and procedures.
They are effective, with well-managed meetings
that contribute meaningfully to the Board's
decision-making process.

® The Management has been proactive and diligent in
presenting relevant issues to the Risk Management
Committee, thereby strengthening the Company's
risk management framework.

Feedback Mechanism

Based on the evaluation conducted, it was concluded
that each Director and Committee member has
contributed effectively towards the growth and success
of the Company.

The Board, as a whole, is functioning cohesively, with
a well-balanced composition that reflects a healthy
diversity of backgrounds and perspectives. This diversity
enhances the quality of deliberations and supports a more
comprehensive approach to governance and strategic
decision-making. The Board ensures an appropriate
balance in its discussions, effectively addressing both
strategic and operational matters.

The Board remains actively engaged in key areas
including strategy, talent, risk management, and
corporate governance.

It was also observed that the Committees are functioning
efficiently. In addition to fulfilling their statutory
responsibilities as defined in their terms of reference,
the Committees address significant issues, which are
subsequently reported to and discussed by the Board.

Directors' Responsibility Statement

In pursuant to the provisions in Section 134(3)(c) of the
Act, the Directors to the best of their knowledge hereby
state and confirm that:

1. In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

2. 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 the end of the financial year and
of the profit and loss of the Company for that period;

3. The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

4. The Directors had prepared the annual accounts on
a going concern basis;

5. 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; and

6. 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.

Remuneration of Directors, Key Managerial Personnel
and Senior Management

The remuneration paid to the Directors, Key Managerial
Personnel and senior management is in accordance
with the Nomination and Remuneration Policy framed
in accordance with the provisions of Section 178 of
the Act and Regulation 19 read with Schedule II of the
Listing Regulations. Further details regarding the same
are given in the Report of Corporate Governance, which
forms a part of this Annual Report.

As per Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended from
time to time, the ratio of remuneration of each Director
to the median employees' remuneration is disclosed
in
Annexure III enclosed hereunder in this report.
Any Member desirous of obtaining a copy of the said
annexure may access the aforesaid web link or write to
the Company Secretary at
ir@ltgroup.in.

BOARD MEETINGS

Five meetings of the Board of Directors were held
during the year under review. The details of the Board of
Directors of the Company meetings held and attended
by the Directors during the financial year 2024-25 are
given in the Corporate Governance Report forming part
of this Annual Report.

COMMITTEES

As of 31st March, 2025, the Board has 6 Committees
viz. Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility and
Environment Social Governance Committee, Risk
Management Committee, Stakeholders Relationship
Committee and Management Committee.

During the year, all recommendations of the Committees
of the Board have been accepted by the Board. A
detailed note on the composition of the Board and its
Committees, governance of committees including its
terms of reference, number of committee meetings
held during the financial year 2024-25, and attendance
of the members is provided in the Report of Corporate
Governance forming part of this Annual Report. The
composition and terms of reference of all the Committees
of the Company's Board of Directors are in line with the
provisions of the Act and the Listing Regulations.

AUDITORS

Statutory Auditors and Statutory Auditors' Report

M/s MSKA & Associates, Chartered Accountants (Firm
Registration No. 105047W), were appointed as the
Statutory Auditors of the Company for a period of five

years at the 30th Annual General Meeting (AGM) of the
Company, to hold office until the conclusion of the 35th
Annual General Meeting (AGM).

As the term of the current auditors will expire at the
conclusion of the ensuing 35th AGM, the Board of
Directors, at its meeting held on 15th May 2025, has,
based on the recommendation of the Audit Committee,
proposed the re-appointment of M/s MSKA & Associates,
Chartered Accountants, as the Statutory Auditors of the
Company for a second term of five consecutive years, to
hold office from the conclusion of the 35th AGM until the
conclusion of the 40th AGM.

The re-appointment is subject to the approval of the
shareholders at the 35th AGM.

The Audit report for the Financial Year 2024-25 does not
contain any qualification, reservation or adverse remarks
from the Auditors. Further, during the Financial Year
2024-25, the Statutory Auditors have not reported any
instances of fraud to the Audit Committee or Board as
per Section 143(12) of the Act.

Secretarial Auditor & Secretarial Audit Report

The Board, in its meeting held on May 17, 2024, appointed
M/s. D Dixit & Associates (PR-1823/2022), to carry out the
Secretarial Audit for the Financial Year 2024-25 under the
provisions of Section 204 of the Act.

The Secretarial Audit Report in Form MR-3 is attached as
Annexure IV to this Report.

The Secretarial Audit Report for the Financial Year 2024¬
25 does not contain any qualification, reservation or
adverse remarks from the Auditor.

As per Regulation 24A of the SEBI Listing Regulations,
on the basis of recommendation of board of directors,
a listed entity shall appoint or re-appoint an individual
as Secretarial Auditor for not more than one term of
five consecutive years; or a Secretarial Audit firm as
Secretarial Auditor for not more than two terms of five
consecutive years, with the approval of its shareholders
in its Annual General Meeting.

Accordingly, M/s. D Dixit & Associates, Company
Secretaries (PR-1823/2022), are proposed to be
appointed as the Secretarial Auditors of the Company for
the first term at the 35th Annual General Meeting (AGM)
of the Company to be held on September 30, 2025, for
a period of five (5) consecutive years commencing from
the Financial Year 2025 -2026 till the Financial Year 2029¬
2030. Brief profile of the Secretarial Auditors is given in
the Notice of 35th Annual General Meeting which forms
part of this Annual Report. Further, during the Financial
Year 2024-25, the Secretarial Auditors have not reported
any instances of fraud under Section 143(12) of the Act.

Cost Auditors and Cost Records

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section 148(1)
of the Act read with Rule 3 and Rule 4 of The Companies

(Cost Records and Audit) Rules, 2014, are not applicable
for the business activities carried out by the Company.

Internal Auditor

In compliance with the provisions of Section 138 of the
Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, and based on the recommendation of the
Audit Committee, the Board of Directors appointed
M/s. Protiviti and Co. LLP as the Internal Auditors of the
Company for the financial year 2024-25.

INTERNAL CONTROLS

The Company has well-established and robust internal
control systems commensurate with the nature of its
business, size & scale and complexity of its operations.
They are implemented across all processes, units
and functions. Internal control systems comprising
policies and procedures are designed to ensure sound
management of the Company's operations, safekeeping
of its assets, optimal utilisation of resources, reliability
of its financial information and compliance. Systems
and procedures are periodically reviewed to keep pace
with the growing size and complexity of the Company's
operations. The Audit Committee also periodically
reviews the adequacy and effectiveness of internal control
systems and guides on their further strengthening.
No material observation was made by the Company's
internal auditor or statutory auditors during the year
under review regarding the efficiency and effectiveness
of such controls.

Internal Financial Controls related to Financial
Statements

The Company has adequate Internal Financial Control
System over financial reporting which ensures that all
transactions are authorized, recorded, and reported
correctly in a timely manner. The Company's Internal
Financial Control over financial reporting is designed to
provide reliable financial information and to comply with
applicable accounting standards.

The Company periodically tracks all amendments
to Accounting Standards and makes changes to the
underlying systems, processes and financial controls to
ensure adherence to the same. All resultant changes to
the policy and impact on financials, if any, are disclosed
after due validation of the Statutory Auditors and the
Audit Committee.

Your Company has in place adequate internal financial
controls with reference to the Financial Statements,
consistent with the size, scale, and complexity of its
operations. These controls have been evaluated during
the year under review, taking into account the essential
components of internal controls outlined in the Guidance
Note on Audit of Internal Financial Controls over
Financial Reporting issued by The Institute of Chartered
Accountants of India (ICAI).Based on the assessment
conducted by the management, no reportable material

weaknesses or significant deficiencies were observed in
the design or operating effectiveness of such internal
financial controls during the financial year.

The Company has designed and implemented a
comprehensive Internal Financial Controls System for
financial reporting to ensure that all transactions are
authorized, recorded, and reported correctly in a timely
manner. The Company's Internal Financial Controls
for financial reporting provide reasonable assurance
over the integrity and reliability of the Company's
financial statements.

The Company has detailed work instructions, Standard
Operating Procedures, policies, and processes that define
roles, responsibilities, and required actions. Functional
heads are responsible for ensuring compliance with all
laws and regulations and with management's policies
and procedures.

The Company's Enterprise Resource Planning
("ERP") system of SAP S/4 HANA is well-leveraged
and implemented towards day-to-day transactions
accounting and financial reporting. The Company's ERP
and allied information technology solutions provide a
strong technology architecture for financial reporting
controls. The Company's investment in an advanced
automation system to enable automated accounting
and financial closing procedures in various areas has
resulted in better accuracy and faster financial reporting
with fewer manual interventions. The financial statement
preparation has been automated to ensure end-to-end
system-driven reporting across the Group, reducing the
scope of manual errors.

The Company actively tracks all changes in Accounting
Standards, the Act, and other applicable regulations
and changes the underlying systems, processes, and
financial controls to ensure adherence.

The Company's financial results are audited every
quarter by the Statutory Auditors. The policies ensure
that the subsidiary companies follow uniform accounting
treatment as well. International subsidiaries provide
the information required to consolidate accounts in the
format prescribed by the Company. The accounts of
the subsidiary and joint venture companies are audited
and certified by their respective Statutory Auditors for
consolidation. The Company has implemented an audit
trail on the books of accounts.

RELATED PARTY CONTRACTS & ARRANGEMENTS

The Company has been entering into transactions with
related parties, including entities directly and/or indirectly
controlled by members of the Promoter(s) & Promoter(s)
Group, for its business purposes. These transactions
primarily include such transactions permissible and
provided for under the provisions of the Act, the Listing
Regulations, and the Income-Tax laws.

The Company follows robust internal processes before
entering into transactions with related parties, and
the considerations that govern these transactions
are the same as those applicable to other vendors of
the Company. All transactions are undertaken for the
benefit of the Company and in compliance with the
applicable laws.

As a part of the Company's annual planning process,
prior to the commencement of a financial year, details of
all the transactions proposed to be executed with related
parties, including the estimated amount of transactions
to be executed, manner of determination of pricing
and commercial terms, etc. are presented to the Audit
Committee for its consideration and approval. The details
of said transactions are also placed before the Board of
Directors for their information. The Director, if interested
in a transaction, do not participate in discussing the items
relating to that transaction. Further approval is sought
during the year for any new transaction/ modification to
the previously approved limits/ terms of contracts with
the related parties. This is followed by a quarterly review
of the related party transactions by the Audit Committee.

Disclosure in Form AOC-2, as required under sections
134(3)(h) read with 188(1) of the Act is enclosed as
Annexure V to this report. The Policy on the Related
Party Transactions is available on the Company's website
and can be accessed at:
https://ltfoods.com/ltfoodscms/
uploads/investors/policiesandrelateddocuments/
policiesandrelateddocuments 1732180742.pdf.

Risk Management

The Company recognizes that risk is an inherent
and unavoidable aspect of business, which can pose
challenges to the achievement of organizational
objectives. Accordingly, the Company is fully committed
to proactively identifying, assessing, and managing risks
in an effective and systematic manner. The Company
believes that its long-term success depends on its ability
to not only manage risks but also to leverage associated
opportunities. It has adopted a disciplined and structured
approach to risk management, which includes continuous
monitoring of both internal and external environments to
assess potential threats and uncertainties. Risk mitigation
measures are seamlessly integrated into the Company's
strategic planning and operational execution, ensuring
that identified risks are addressed through appropriate
action plans. This integrated risk management framework
enables the Company to safeguard stakeholders' interests
and support sustainable business growth.

The objective of the Company's Risk Management
process is to enable value creation in an uncertain
environment, promote good governance, proactively
address stakeholders' expectations, and improve
organizational resilience and sustainable growth.

The Company has a risk management policy in place that
articulates the approach to address uncertainties in its

endeavor to achieve its stated and implicit objectives.
The Risk Management Committee of the Company has
been entrusted by the Board with the responsibility
of reviewing the risk management process in the
Company and ensuring that all short-term and long¬
term implications of key strategic and business risks
are identified and addressed by the management. The
Audit Committee takes the mantle of reviewing the risk
management systems of the Company.

The Board has approved the revised Risk Management
Policy on the recommendation of the Risk Management
Committee and the Audit Committee. The Company
regularly identifies uncertainties and, after assessing
them, devises short-term and long-term action plans
to mitigate any risk that could materially impact the
Company's long-term plans. Mitigation plans for
significant risks are well integrated with business plans
and are reviewed on a regular basis by senior leadership.

The Company periodically reviews and improves the
adequacy and effectiveness of its risk management
systems, considering the rapidly changing business
environment and evolving complexities.

COMPANY POLICIES

The Board of Directors of your Company, from time to
time, has framed and revised various Policies as per the
applicable Acts, Rules and Regulations and Standards of
better governance and administration of your Company.
Overview of the key policies, as approved by the Board of
Directors is as follows:

a. Nomination and Remuneration Policy: This
Policy defines the objectives, scope, terms of
reference, and responsibilities of the Nomination
and Remuneration Committee in establishing
the criteria for qualifications, experience,
independence, and positive attributes pertaining
to the appointment and remuneration of the
Company's Directors, Key Managerial Personnel,
and Senior Management employees.

b. Corporate Social Responsibility ('CSR') Policy: This
Policy sets out the role of the CSR Committee, which
includes identification of the areas where the CSR
activities will be performed, impact assessment,
evaluation of CSR activities, review the CSR spending
vis-a-vis the activities implemented and monitoring the
process of CSR projects/ programs of the Company.

c. Risk Management Policy: This Policy provides the
framework for identification of risks of the Company,
risk assessment and prioritization, loss prevention
measures and other risk management measures for
the Company. The purpose of timely risk assessment
is to identify the strategic threats, operational issues,
compliance with laws and disclosure obligations. In
order to deliver value to our customers, distributors,
employees, communities, shareholders and other

stakeholders, it is inevitable to understand and
manage the risks faced by the Company.

d. Policy on Materiality ofRelated Party Transactions
and on dealing with Related party transactions:

This Policy regulates the transactions between the
Company and its related parties and the required
corporate approvals as per the laws and regulations
applicable to the Company from time to time.

e. Policy to determine the Material Events: The

objective of this Policy is to determine the materiality
of events or information of the Company and to
make disclosures of such events or information to
Stock Exchanges in a timely manner to ensure good
corporate governance.

f. Preservation of Information & Documents
Policy:
This Policy establishes general guidelines
for retaining, preserving and archiving important
documents and information.

g. Code of Conduct for Prevention of Insider Trading:

Insider trading refers to trading in the securities of
a Company by its Directors, employees or other
persons so as to make a profit or avoid any loss, on
the basis of unpublished price sensitive information
known only to them and not to the general body of
shareholders. In order to deal with insider trading
in securities, your Company has framed a Code of
Conduct on prohibition of Insider Trading.

h. Dividend Policy: This Policy sets the parameters &
describes the internal and external factors which
are considered by the Board of Directors for the
purpose of declaration of dividend.

i. Corporate Communication Policy: This Policy
establishes a standardized framework for all
interactions and representations made to external
stakeholders. It aims to ensure consistency, accuracy,
and alignment with the organization's values and
strategic objectives in all external communications.

j. Board Diversity Policy: The Company recognizes
the importance and benefits of having a diverse
Board to enhance the quality of its performance.
Diversity encompasses diversity of perspective,
experience, skills, education, background, ethnicity,
gender and personal attributes. This policy ensures
that we have optimum composition of Board
Members with diverse experience and skill sets to
achieve the objectives of the organization.

k. Diversity and Equal Opportunity Policy: Our

company is committed to fostering a diverse,
inclusive, and equitable workplace where all
employees are valued and respected. Our
Diversity and Equal Opportunity Policy ensures
that employment decisions are based on merit,
qualifications, and business needs—regardless
of race, gender, age, religion, disability, sexual

orientation, or any other protected characteristic.
We strive to create an environment where everyone
feels empowered to contribute fully and thrive
professionally.

l. Anti-Bribery and Anti-Corruption Policy: Our

Anti-Bribery and Anti-Corruption Policy reflects our
unwavering commitment to integrity, transparency,
and ethical business practices. We strictly prohibit all
forms of bribery and corruption, whether direct or
indirect, and expect the same from our employees,
contractors, and business partners. This policy applies
to all transactions and interactions, both public and
private, and ensures compliance with all applicable
laws and regulations. We promote a culture of
ethical conduct and encourage the reporting of any
suspected misconduct without fear of retaliation. As
a company, we demonstrate resilience by upholding
these principles consistently—even under pressure,
in challenging markets, or when facing short-term
setbacks—ensuring our long-term sustainability
and trustworthiness.

The aforesaid Policies are available in the Investors
Section on the website of the Company at
https://ltfoods.
com/investors.

VIGIL MECHANISM

The Company promotes ethical behaviour in all its
business activities and aligns with the best governance
practices. The Company has a robust vigil mechanism
through its Whistle Blower Policy approved and adopted
by the Company's Board of Directors in compliance
with the provisions of Section 177(10) of the Act and
Regulation 22 of the Listing Regulations.

The Policy provides adequate protection to all its
stakeholders who report unethical practices and
irregularities. Details of whistle blower complaints
received, if any, and the functioning of the whistle
blower mechanism are reviewed periodically by the Audit
Committee. No person has been denied access to the
Chairperson of the Audit Committee. During the financial
year 2024-25, no complaint was received under the Whistle
Blower Policy of the Company. Details of whistle blower
policy are available in the Corporate Governance Report,
which forms part of this Annual Report. The Whistle Blower
Policy has been appropriately communicated within the
Company and its Group and is also available on the
Company's website at
https://ltfoods.com/ltfoodscms/
uploads/investors/policiesandrelateddocuments/
policiesandrelateddocuments 1732180742.pdf.

CORPORATE SOCIAL RESPONSIBILITY

Your Company continues to uphold its commitment
as a responsible and caring corporate citizen, placing
strong emphasis on the development and well-being of

communities in and around its areas of operation

During the year, based on the recommendations of
the CSR & ESG Committee and with the approval of
the Board, the Company undertook several impactful
projects in key focus areas, including, Training farmers
in sustainable and climate-resilient agricultural practices,
Water conservation initiatives to promote efficient usage
and long-term availability of water resources, Education
and healthcare support aimed at improving access and
outcomes in underserved communities, Promotion of
girl child education through scholarships, awareness
programs, and infrastructure support; and Village
adoption programs, enabling holistic rural development
through targeted interventions.

The Corporate Governance Report, which forms part of
this Annual Report, provides a brief note regarding the
composition of the CSR Committee.
Annexure VI which
forms part of this Board Report provides the disclosures
required under section 135 of the Act, read with Rule
8(1) of the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

The Company's Chief Financial Officer has certified
that the CSR funds disbursed for the projects have
been utilized for the purposes and in the manner
approved by the Board

Sustainability Journey

At LT Foods, we view Environmental, Social, and
Governance (ESG) factors as essential to sustainable
growth, investment decisions, and effective risk
management. Our focus is on fostering a culture of
ethical conduct that is environmentally and socially
responsible, while fully compliant with applicable laws
and regulations.

We are committed to delivering long-term value to
all stakeholders—including customers, investors,
employees, suppliers, regulators, and communities.
To guide and monitor our efforts, we have
implemented a comprehensive ESG Policy, available
on our website:
https://ltfoods.com/ltfoodscms/
uploads/investors/policiesandrelateddocuments/
policiesandrelateddocuments 1732182572.pdf.

Our CSE Committee supports the Board in overseeing ESG
priorities and initiatives. The Committee meets regularly
to review progress and align with leading ESG practices.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

With an increasing global awareness of business
impacts on society and the environment, ESG reporting
demands considerable attention. LT Foods is committed
to transparently communicating its ESG performance
in alignment with international standards to all the
stakeholders. The BRSR Report adheres to the format
outlined in the amendment to Regulation 34(2)(f) of the

Listing Regulations, as specified in Gazette Notification
No. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, is
integrated into our Annual Report. Aligned with the nine
principles of the National Guidelines on Responsible
Business Conduct issued by the Ministry of Corporate
Affairs, Government of India, the BRSR for the financial
year 2024-25 has been developed. We have reinforced
our robust reporting structure and mechanisms to
ensure accurate and reliable data capture for BRSR
disclosures. Additionally, the Company is incorporating
the BRSR core indicators in its Report.

LT Foods firmly upholds the belief that sustainable
and inclusive growth can only be achieved through
a robust foundation of environmental and social
responsibility complemented by effective governance.
Our report shows our ongoing endeavors to adopt and
enact a balanced approach to ESG criteria within our
business operations, a commitment we transparently
communicate to stakeholders.

In addition to BRSR Core reporting, LT Foods is also
publishing its first Sustainability Report with reference
to the Global Reporting Initiative Framework (GRI). The
Company will publish the Sustainability Report for the
financial year 2024-25 separately.

HUMAN RESOURCES

At LT Foods, our people are central to driving agility,
innovation, and long-term resilience. We are committed
to creating a workplace that is inclusive, collaborative
and future-ready. Engagement with our workforce is
enabled through transparent communication, including
regular interactions, surveys, digital platforms and site-
level townhalls.

We continue to strengthen capabilities through
focused learning and development initiatives such
as LT Foods University, which provides self-paced
modules, leadership development and skill-based
programs. New tools like Amber, our AI-based employee
engagement platform, further enhance dialogue and
responsiveness across teams.

Diversity and inclusion remain an essential part of our
culture, with structured initiatives to support women in the
workforce and counselling to help employees at different
life stages. Employee well-being is promoted through
holistic wellness programs and assistance frameworks,
ensuring physical, emotional and social support. These
efforts together nurture a workforce that is engaged,
skilled and prepared for the opportunities of tomorrow.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company is committed to providing a safe,
respectful, and inclusive work environment for all
employees. In line with this commitment, the Company
has implemented a policy on the Prevention of Sexual

Harassment at the Workplace, in accordance with the
provisions of the
Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013
and the Rules framed thereunder. The policy
is applicable across all establishments of the Company
located in India and is aimed at promoting a workplace
culture of dignity, equality, and non-discrimination. To
ensure effective implementation and compliance with
the provisions of the Act, the Company has constituted
Internal Complaints Committees (ICCs) at appropriate
levels. These Committees are empowered to receive and
redress complaints in a timely and confidential manner,
as prescribed under the law.

This Policy addresses the following major objectives:

® To define Sexual Harassment;

® To lay down the guidelines for reporting acts of
Sexual Harassment at the workplace; and

® To provide the procedure for the resolution and
redressal of complaints of Sexual Harassment.

The policy lays down a detailed procedure for making
a complaint, initiating enquiry therein and satisfactory
redressal of the complaint.

The Company's Policy for the prevention of sexual
harassment is available on the Company's website at
https://ltfoods.com/ltfoodscms/uploads/investors/
policiesandrelateddocuments/policiesandrelatedd
ocuments 1732183025.pdf
.

The Company is committed to providing a safe and
conducive work environment to all of its employees
and associates. The Policy also provides shelter to
contract workers, probationers, temporary employees,
trainees, apprentices, and any person visiting the
Company at its office.

During the financial year 2024-25, no complaint was
reported under the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules made thereunder and
none was pending from the previous financial year.

The Company periodically conducts sessions for
employees across the organization to build awareness
about the Policy and the provisions of the Prevention of
Sexual Harassment Act.

Integrated Annual Report

The Company continues its integrated reporting
journey in the current financial year, aligning with the
IR framework published by the International Financial
Reporting Standards Foundation (IFRS).

The Integrated Annual Report comprises both financial
and non-financial information to illustrate how different
'capitals' are deployed to create value. This enables the
members to make well-informed decisions and better

understand the Company's long-term perspective and
value creation for all its stakeholders.

Management Discussion and Analysis Report:

Pursuant to Regulation 34(2)(e) of the Listing Regulations,
the Management Discussion and Analysis Report forms
an integral part of this Integrated Annual Report and
gives the details, inter alia, about the performance of
the Companies Indian and International Operations,
important changes in these businesses, supply chain,
external environment, and economic outlook during the
year under review.

CORPORATE GOVERNANCE

Our Corporate Governance practices reflect our value
system, which encompasses our culture, policies, and
relationships with our stakeholders. Integrity and
transparency are key to our Corporate Governance
practices to ensure that we always gain and retain our
stakeholders' trust. Corporate Governance is about
maximizing shareholder value legally, ethically, and
sustainably. At LT Foods, the Board exercises its fiduciary
responsibilities in the widest sense of the term. We also
endeavour to enhance long-term shareholder value in all
our business decisions. A detailed Report on Corporate
Governance, pursuant to the requirements of Regulation
34 of the Listing Regulations, forms part of this Integrated
Annual Report. A certificate from CS Debasis Dixit,
Practicing Company Secretary, the Secretarial Auditor
of the Company, confirming compliance of conditions of
Corporate Governance during the financial year 2023-24,
as stipulated under the Listing Regulations, is annexed
to the said Corporate Governance Report. A Certificate
of the CEO and CFO of the Company in terms of Listing
Regulations, inter-alia, confirming the correctness of
the financial and cash flow statements, adequacy of the
internal control measures and reporting of matters to the
Audit Committee, is also annexed to the said Corporate
Governance Report.

ANNUAL RETURN

In accordance with Section 92(3) read with Section
134(3)(a) of the Act and the Companies (Management
and Administration) Rules, 2014, the Annual Return of
the Company as of March 31, 2025, in Form MGT-7, is
available on the Company's website at
https://ltfoods.
com/investorsf. The Annual Return will be submitted
to the Registrar of Companies within the timelines
prescribed under the Act.

COMPLIANCE WITH THE PROVISIONS OF
SECRETARIAL STANDARDS

The Company has duly complied with the mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO

(i) Measures Undertaken or Impact on Energy
Conservation:

1. Process Automation: Our Company has
implemented comprehensive plant automation
initiatives to augment operational efficiency
and product quality, thereby minimizing
manual errors.

2. Efficiency Enhancement Projects: The

Company has successfully executed projects
focused on reducing line and power factor losses,
optimizing compressed air usage, enhancing
loading efficiency, minimizing wastage, and
streamlining power consumption processes.

3. Integration of Renewable Energy: Currently,
more than 50% of our total energy requirements
across all units in India are met through green
energy sources such as steam turbines and
solar power. This year, we are ambitiously
targeting to increase this figure to 60%.

4. Rainwater Harvesting: Emphasizing

sustainable water management, our Company
has actively pursued the recharging of rainwater
harvesting pits through innovative methods,
including collecting roof runoff. Furthermore,
we have installed additional harvesting pits
within our plants and warehouses during the
current fiscal year, reinforcing our commitment
to environmental stewardship

(ii) Utilization of Alternate Sources of Energy

1. By-product Utilization: Presently with a
turbine power generation capacity of more
than 6.5 MW (2.5 MW at Mandideep, 3.5 MW at
Bahalgarh & 0.5 MW at Varpal), we have made
a significant stride towards sustainability. This
initiative has enabled us to harness energy
from by-products effectively, contributing to
our green energy portfolio.

2. Solar Energy Initiative: In line with our
commitment to environmental responsibility
& achieving our sustainable energy goals,
we already have a capacity of 3.6 MW solar
capacity installed across our plants and this
year we are planning to increase this capacity
further to 5 MW by installing a new 1.5 MW
solar plant at Bahalgarh. This installation shall
boost our renewable energy capacity and
reinforce our dedication towards reducing our
carbon footprint.

(iii) Capital investment on energy conservation
equipment:
The organization has implemented a
flash recovery system for steam dryers, significantly
enhancing energy conservation by utilizing recovered

heat for hot water generation and reducing overall
steam consumption. Additionally, modifications
to our drying processes—enabling operation
on low-pressure steam—align closely with our
carbon neutrality objectives. Improvements to the
compressed air system, including pipeline resizing
and the installation of booster pumps, have further
contributed to energy efficiency. Collectively, these
initiatives reinforce our commitment to sustainable
practices and environmental stewardship.

Technology Absorption

(i) Initiatives Towards Technology Absorption:

Digitization Advancements: Our Company
continues to make significant strides in digitization
with initiatives such as EWMS (Extended Warehouse
Management System) and the implementation of
high-tech applications that support on-site data
feeding with built-in breakdown detection features.
These efforts strive to enhance operational
efficiency and maintain stringent quality standards
across our processes.

Integration of Bar Codes: As part of our commitment
to modernize operations, we have integrated Bar
Codes as a cornerstone tool. This initiative is pivotal
in facilitating seamless production planning and
ensuring comprehensive traceability from the initial
stages of production to invoicing. By leveraging Bar
Codes, we can meticulously monitor operations,
promptly identify discrepancies, and uphold precise
scheduling and thorough traceability throughout
our production cycles.

(ii) Benefits Derived

Enhanced Productivity and Efficiency: Our

strategic focus on automation and efficiency
projects has yielded tangible improvements in
productivity across our operations. We have
optimized resource utilization and enhanced overall
efficiency by streamlining processes and leveraging
advanced technologies.

Cost Optimization

We have successfully reduced operational costs
by adopting energy- efficient technologies and
increasing our reliance on renewable energy
sources. This proactive approach aligns with our
sustainability goals and enhances our competitive
edge by minimizing energy consumption and
maintenance expenditure.

(iii) Expenditure on Research and Development

Our ongoing commitment to innovation drives
efforts to reduce water usage and carbon footprint
through cutting-edge technologies. For instance, we
are actively exploring the adoption of low-emission
refrigerants and battery-operated Material Handling
Equipment (MHEs). Presently more than 60% of
our Forklift fleet has been shifted from Diesel to
battery. Additionally, we are pioneering advanced
methods for the reuse of treated wastewater.
We are also implementing low-pressure steam in
our manufacturing processes, underscoring our
dedication to sustainable practices and operational
excellence. These initiatives exemplify our proactive
approach to research and development in pursuit of
environmental stewardship and enhanced efficiency.

(iv) In case of imported technology (imported during
the last three years reckoned from the beginning of
the financial year)-
Not Applicable

Foreign Exchange Earnings and Outgo:

During the year under review, the total foreign exchange
spent and the total foreign exchange earned was
depicted below in Lakhs.

Financial Year

Financial Year

Particulars

ending 31st

ending 31st

March 2025

March 2024

Value of Import on
CIF Basis

Capital Goods

194.33

11.80

Stores and Spare Parts

63.37

463.54

Rice

445.74

279.77

Other

92.50

Total

703.45

847.61

Expenditure in
Foreign Currency

Legal and Professional
Charges

85.13

58.76

Interest & other
charges to bank

0

144.87

Clearing and
Forwarding Expenses

4736.75

4051.12

Advertisement

1442.30

1200.97

Sales Promotion

278.18

146.64

Commission on export
sale

0

0

Others

194.80

5.74

Total

6737.18

5608.11

Earning in Foreign
Currency

FOB Value of export

163712.41

176425.85

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND
THE DATE OF REPORT.

There are no material changes or commitments,
affecting the financial position of the Company between
the end of the financial year ended 31st March, 2025 and
the date of this Report

Investor Education and Protection Fund

In accordance with the applicable provisions of the
Act read with Investor Education and Protection Fund
(Accounting, Audit, Transfer, and Refund) Rules, 2016
("IEPF Rules"), all unclaimed dividends are required to
be transferred to the Investor Education and Protection
Fund ("IEPF") after completion of seven years. Further,
according to IEPF Rules, the shares on which dividend
has not been claimed by the shareholders for seven
consecutive years or more shall be transferred to the
demat account of the Investor Education and Protection
Fund Authority ("IEPF Authority"). After the transfer, the
concerned shareholders can claim the said shares along
with the dividend(s) by making an application to IEPF
Authority in accordance with the procedure available on
www.iepf.gov.in and on submission of such documents
as prescribed under the IEPF Rules. On receipt of the
application, the Company shall send an online/electronic
verification report to the IEPF Authority after verifying all
the necessary details which is duly certified by the Nodal
Officer. All corporate benefits accruing on such shares
including dividend shall be credited to IEPF.

During the year under review, unpaid or unclaimed
dividend amounting to Rs.1668880.5/- in respect
of shares transferred earlier to IEPF Authority, was
transferred by the Company to the IEPF, established by
the Government of India.

The dividend declared for the financial year 2017-18,
is due to be transferred to IEPF account during the
financial year 2025-26.

The Company has been regularly sending
communications to members in accordance to the act
whose dividends are lying unclaimed requesting them to
claim their outstanding dividend amount by providing/
updating their bank details with the RTA/Company/
Depository Participant, as the case may be so that their
dividend amount do not remain unclaimed for seven
consecutive years and thus attracting the provision of
transferring the corresponding shares to IEPF Authority.

Further the amount of Dividend unclaimed/unpaid are
lying in the respective unpaid / unclaimed dividend
accounts and can be claimed by the respective
shareholders by sending required documents to the

Company's Registrar and Share Transfer Agent (RTA) i.e.
Big Share Services Private Limited, before the due date of
transferring the same in IEPF account.

Details of significant and material orders passed by
the regulators or courts.

During the financial year under review, no significant
material order was passed by any regulator or courts
or tribunals impacting the going concern status and the
Company's operations in the future.

During the year under review, there was also no
instance of onetime settlement with any bank or
financial institution.

Affirmations

To the best of our knowledge and the information
available, no application against the Company was filed
in any court in India under the Insolvency and Bankruptcy
Code, 2016, nor is any proceeding thereunder pending
as on 31st March, 2025.

Acknowledgements

We extend our heartfelt gratitude to our consumers,
whose sustained support and valuable feedback have
continually enabled LT Foods to understand and cater
to their unique and evolving needs, thereby diversifying
our product portfolio to achieve the highest levels of
consumer satisfaction.

We sincerely thank our employees—core contributors to
our goodwill and growth—for their dedicated efforts and
unwavering commitment in pursuing our shared goals
and successfully navigating every challenge.

Our success would not be possible without the dedication
of our vendors, whose continued partnership has helped
us expand our global footprint and strengthen our
industry leadership.

We also deeply appreciate the stewards of good
governance and responsible practices—the regulatory
authorities, bankers, financial institutions, rating
agencies, stock exchanges, depositories, auditors, legal
advisors, consultants, and other stakeholders. Your
instrumental role in fostering a level playing field and
upholding transparency, ethics, and accountability has
been vital to every aspect of our operations.

For and on behalf of
Board of Directors of LT Foods Limited

Gurugram, Vijay Kumar Arora

July 24th , 2025 Chairman and Managing Director