Your Board of Directors ("the Board") is pleased to present the 35th Annual Report on the business performanceand operations of LT Foods Limited ("the Company"), together with Audited Standalone and Consolidated FinancialStatements of the Company for the year ended 31st March, 2025.
In accordance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared this Report, whichincludes the audited financial statements for the financial year 2024-25, prepared in accordance with the applicableIndian Accounting Standards (Ind AS). This report also outlines key developments and significant events pertaining tothe Company's operations during the year.
Key highlights of standalone and consolidated financial performance for the year ended 31st March, 2025, aresummarised as under:
Particulars
Financial Year Ended
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 jointventures 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
LT continued its growth trajectory with Revenue fromOperations on a consolidated basis, reported revenuefrom operations of ?8,68,146.63 lacs, reflecting agrowth 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 revenuefrom 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 continuousinvestment on Brands, executing countrywide strategies,distribution expansion, strategic pricing actions andenhanced operational efficiencies, thereby achieving aNet Profit of ? 61,180.13 lacs for FY 2024-25 as comparedto ? 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 arobust increase of 27.43% and 32.88%, respectively, as
compared to PBT of ?21,129.19 lacs and PAT of ?15,966.49lacs reported in FY 2023-24.
For a comprehensive analysis of the Company's financialand operational performance, please refer to theManagement Discussion and Analysis Report, whichforms an integral part of the Annual Report.
The Board of Directors of your Company at its meetingsheld on May 17, 2024, July 25, 2024, October 24, 2024,January 27, 2025 declared interim dividends of ? 0.50 perequity share of Re. 1/- each i.e. @50% total aggregatingto ?2/- per equity share of Re. 1/- each i.e. @200%during the financial year 2024-25. Payment of dividendwas made within 30 days from date of declaration incompliance of the applicable law.
Further, the Board of Directors of your Company attheir Meeting held on May 15, 2025, recommendeda Final Dividend of ? 1/- per Equity Share of face valueof ? 1/- each for FY 2024-25, subject to approval of the
Members of the Company. An Ordinary Resolutionseeking approval of the Members for Declaration of theFinal Dividend for the Financial Year ended March 31,2025 forms part of the Notice of the 35th Annual GeneralMeeting of the Company.
The Dividend, if declared, will be paid to the Membersholding equity shares as on record date i.e., Friday,September 19, 2025, within the statutory timelines afterdeduction of applicable taxes. The recommendation ofDividend is in accordance with the Dividend DistributionPolicy of the Company adopted as per Regulation 43Aof the SEBI Listing Regulations, 2015 and is available onthe Company's website https://ltfoods.com/ltfoodscms/uploads/investors/policiesandrelateddocuments/policiesandrelateddocuments 1732181534.pdf.
Your Company is focused on expanding its presenceorganically, inorganically and on delivering insight-driveninnovation that provides value-added new products. Inthe Financial Year 2024-25, the major steps to furtherexpand its presence and portfolio were:
a) Expansion in the United Kingdom:
® 11th July 2024: LT Foods UK Limited, astep-down subsidiary of LT Foods Limited,inaugurated a new state-of-the-art facilityin the United Kingdom, strengthening itspresence in the European market.
b) Middle East Market Entry & Expansion:
® 8th January 2025: LT Foods Arabia LimitedCompany was incorporated as a step-downsubsidiary, wholly owned by LT FoodsHoldings ME Limited, itself a subsidiary ofLT Foods Limited.
® 15th January 2025: LT Foods Middle EastLLC was also incorporated under thesame structure—furthering LT Foods'expansion and operational footprint in theMiddle East region.
c) Full Ownership of Subsidiary:
® 27th January 2025: LT Foods Limitedacquired the remaining 4% stake inRaghunath Agro Industries Private Limited,making it a Wholly Owned Subsidiary.
a. DAAWAT® Jasmine Thai Rice- Known for itsnaturally fragrant aroma and soft texture,DAAWAT® Jasmine Thai Rice is the authenticThai Hom Mali, sourced from Thailand. Thislatest addition to the DAAWAT® portfolio
underlines the company's commitment tointroducing global gourmet food to Indianconsumers, catering to the aspirationsof those seeking diverse global culinaryexperiences at home.
b. Krispy Hopu- Kameda LT Foods, a joint venturebetween LT Foods, and Kameda Seika, a leadingRice Cracker and Rice innovation Company inJapan, continues to build and expand its roastedgluten-free snack range under the brand KariKari with the launch of a new product, 'KrispyHopu' with the happy flavour 'Sweet and Salty'.
a. The King of Bollywood teams up with the Kingof Basmati- LT Foods Ltd., proudly announcesit's collaboration with the finest global superstar,Mr. Shah Rukh Khan, for the world's finestbasmati brand - DAAWAT®.
b. DAAWAT® World Biryani Day- LT Foodsaffirmed its position as the global torchbearerof Biryani with the spectacular 4th DAAWAT®World Biryani Day, which was celebrated on6th July, 2025.
During the Financial Year under review, there were nomaterial changes in the nature of business of the Company.
As on 31st March, 2025, Your Company has a total of 18subsidiaries (5 in India and 13 overseas), which includesboth direct and step-down subsidiaries. In addition tothese, the Company also holds interests in 4 associatecompanies and 3 joint venture companies, locatedacross India and overseas. The performance of thesecompanies are regularly monitored.
The annual accounts of these subsidiary companies areavailable on the website of the Company viz. https://ltfoods.com/investors and shall also be kept open forinspection at the registered office & corporate office ofthe Company. The Company shall also make availablethe annual accounts of these companies to any memberof the Company who may be interested in obtaining thesame. The consolidated financial statements presentedby the Company include the financial results of itssubsidiary and associate companies.
In compliance with the provision of Section 129(3) of theAct, a separate statement containing the salient featuresof financial statements of subsidiaries and associates ofthe Company in the prescribed Form AOC-1 (Annexure-I)is annexed to consolidated financial statement.
The Board of Directors of your Company ('the Board')has approved a policy for determining materialsubsidiaries. The Policy for determining materialsubsidiaries 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 (FellowSubsidiary) are material subsidiaries of the Companyas on 31st March, 2025, as per the provisions of theListing Regulations.
During the Financial Year 2024-25, there was no changein the Company's authorized, issued, subscribed orpaid-up Capital.
During the financial year 2024-25, the Company issued500 units of Commercial Papers amounting to ?2,500 lacson June 11,2024. These commercial papers are listed onboth the National Stock Exchange of India Limited (NSE)and Bombay Stock Exchange Limited (BSE).
The Company has maintained a strong credit disciplineand has not defaulted on any payments due to its
financial lenders.
India Ratings and Research (Ind-Ra) assigned ratingof 'IND A1 ' for the INR 500 million Commercial PaperProgramme of LT Foods Limited.
Further details regarding the rating is also providedin the Corporate Governance Report, which formspart of this Annual Report and is also available on theCompany's website.
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 asto 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 fortrading during the year.
c. The disclosure pertaining to the explanation for anydeviation or variation in connection with certainterms of a public issue, rights issue, preferentialissue, etc., does not apply to the Company.
During the financial year under review, no amount wasproposed to be transferred to the reserves.
The particulars of loans given, investments made andguarantees provided by the Company, under Section 186of the Companies Act, 2013, as at 31st March, 2025, areset out in Annexure - II, which forms part of this Report.
The Company has not accepted any deposits fromthe public under Chapter V of the Act and, as such, noamount of principal or interest was outstanding at theend of the Financial Year 2024-25.
As on 31st March, 2025, The Board comprises of anoptimum combination of Executive, Non-Executive,and Independent Directors, in accordance with therequirements of the Companies Act, 2013 and theSEBI Listing Regulations, ensuring a balanced andeffective governance structure. The Board comprisesof 9 Directors (including 2 women Directors), 5 ofwhich are Independent Directors, 1 Non-ExecutiveNon-Independent Director and 3 Promoter ExecutiveDirectors / Managing Directors & CEO.
The composition of Board of Directors remainedunchanged during the financial year under review.
Mr. Vijay Kumar Arora, Managing Director of theCompany was re-appointed as such by the membersof the Company in the 34th Annual general Meeting ofthe Company, for a term of 5 years effective from 28thSeptember 2024. The re-appointment was subject to theapproval of Central Government, which was received bythe Company vide letter dated 24th April 2025.
Based on the recommendation of Board of Director's,the members of the Company approved re-appointmentof following directors vide postal ballot concluded on04th March 2025: -
® Re-appointment of Mrs. Neeru Singh, whose firstterm of 5 years as Independent director concludedon 16th March 2025.The Members through postalballot, duly approved her re-appointment as anindependent director for second term of 5 yearscommencing from 17th March 2025 and ending on16th March 2030.
® Mr. Ashwani Kumar Arora, whose first term asManaging Director concluded on 20th June 2025was re-appointed by the members of the Companythrough postal ballot for second term of five yearseffective from 21st June 2025 to 20th June 2030.
® Mr. Surinder Kumar Arora, whose first term asManaging Director concluded on 20th June 2025was re-appointed by the members of the Companythrough postal ballot for second term of five yearseffective from 21st June 2025 to 20th June 2030.
In pursuant to the provisions of Section 152 and otherapplicable provisions, if any of the Companies Act,2013, and the Articles of Association of the Company,Mr. Ashwani Kumar Arora, Managing Director of theCompany, is liable to retire by rotation at the ensuing35th AGM and being eligible has offered himself for re¬appointment. Based on the recommendation of NRC, theboard has recommended for approval of members forre-appointment of Mr. Ashwani Kumar Arora at the 35thAGM of the Company.
A brief resume, nature of expertise, details ofdirectorships held by Mr. Ashwani Kumar Arora inother companies, along with his shareholding in theCompany, as stipulated under Secretarial Standard - 2,issued by Institute of Company Secretaries of India, andRegulation 36 of the Listing Regulations, is appended asan Annexure to the Notice of the ensuing 35th AGM.
In accordance with the provisions of Sections 2(51) and203 of the Companies Act, 2013, read with the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the following individuals aredesignated 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 changesin the composition of the Key Managerial Personnelof the Company.
The Company has received declarations from allIndependent Directors in accordance with the provisionsof the Companies Act, 2013, and other applicable laws,confirming that:
a. They fulfill the criteria of independence as prescribedunder the Companies Act, 2013, read with ScheduleIV and the rules framed thereunder, as well as theListing Regulations. There has been no changein circumstances that could affect their status asIndependent Directors of the Company;
b. They have adhered to the Code for IndependentDirectors as outlined in Schedule IV of the Act; and
c. They have registered with the IndependentDirectors' Database maintained by the IndianInstitute of Corporate Affairs and have eitherqualified the online proficiency self-assessment testor are exempt from passing the test as mandatedunder Section 150 of the Act read with Rule 6 ofthe Companies (Appointment and Qualification ofDirectors) Rules, 2014.
None of the Directors on the Board are disqualifiedfrom appointment as specified under Sections 164(1)and 164(2) of the Companies Act, 2013, read with Rule14(1) of the Companies (Appointment and Qualificationof Directors) Rules, 2014 (including any statutorymodifications or re-enactments thereof), nor are theydebarred or disqualified by the Securities and ExchangeBoard of India (SEBI), Ministry of Corporate Affairs (MCA),or any other statutory authority.
All members of the Board and Senior Management haveaffirmed their compliance with the Code of Conduct forthe Board of Directors and Senior Management for thefinancial year 2024-25.
Additionally, the Company obtained certificatesfrom independent and reputed Practicing CompanySecretaries confirming that:
(a) None of the Directors on the Company's Board hasbeen debarred or disqualified from appointment orcontinuation as Directors by SEBI, MCA, or any otherstatutory authority; and
(b) The independence of the Company's Directorscomplies with the requirements of the CompaniesAct, 2013, read with Schedule IV and the applicablerules, as well as the Listing Regulations.
The Company's definition of 'Independence' of Directorsis aligned with the criteria laid down under Section 149(6)of the Companies Act, 2013 and Regulation 16 of theSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("Listing Regulations").
All Independent Directors have submitted their annualdeclarations, confirming that they meet the prescribedcriteria of independence. Based on these confirmationsand disclosures, along with an evaluation of therelationships disclosed by the Directors, and supportedby a certificate obtained from D Dixit & Associates,Company Secretaries, in accordance with Regulation25(9) of the Listing Regulations, the Board of Directorsaffirms that all Independent Directors meet the criteriaof independence as specified under the applicable laws.
In compliance with statutory requirements, the Companyhas constituted mandatory Committees, namely theAudit Committee, Nomination and RemunerationCommittee, Corporate Social Responsibility Committee,Risk Management Committee, and Stakeholders'Relationship Committee.
During the year under review, all recommendationsmade by these Committees, were duly accepted andapproved by the Board.
A comprehensive update on the Board, its composition,and the governance of its Committees—including theirdetailed charters, terms of reference, the number ofBoard and Committee meetings held during the financialyear ended 31st March, 2025, and the attendancerecord of Directors at each meeting—is provided in theReport on Corporate Governance, which forms part ofthis Annual Report.
The Company provides its Board members withample opportunities to familiarize themselves withthe Company, its management, and its operations.Directors are furnished with all relevant documentsand information to enhance their understanding of theCompany, its business environment, and the industry inwhich it operates.
All Independent Directors receive a formal letter ofappointment at the time of their induction, clearlyoutlining their roles, responsibilities, and terms ofengagement. In addition, Directors are regularlyupdated on various developments within the Companythrough detailed presentations during Board andCommittee meetings.
In compliance with Regulation 25(7) of the ListingRegulations, the Company conducts periodicfamiliarization programmes for its Directors. Thesesessions cover a wide range of topics, including industryoutlook, regulatory updates related to the CompaniesAct, Listing Regulations, taxation, and other relevantareas. Experts such as Auditors, the Company Secretary,and other professionals deliver insights on internalcontrols over financial reporting, Prevention of InsiderTrading Regulations, and the framework for relatedparty transactions.
Further, pursuant to Regulation 46 of the Listing Regulations,detailed information regarding these familiarizationinitiatives is made available on the Company's websiteat the following link: https://ltfoods.com/ltfoodscms/uploads/investors/policiesandrelateddocuments/policiesandrelateddocuments 1756798150.pdf.
Board Evaluation
In accordance with the requirements of the CompaniesAct and the Listing Regulations, the Company conductsan annual performance evaluation of the Board. Thisprocess enables the Board to formally assess its owneffectiveness, as well as that of its Committees, with theobjective of driving continuous improvement.
The Board, in collaboration with the Nomination andRemuneration Committee, has established specificcriteria for evaluating the performance of the Board,its Committees, and individual Directors. Thesecriteria are detailed in the Board Evaluation Policy,which is accessible on the Company's website atthe following link: https://ltfoods.com/ltfoodscms/uploads/investors/policiesandrelateddocuments/policiesandrelateddocuments 1732180692.pdf.
Evaluation Process
During the year under review, the Company conductedan internal Board Evaluation exercise encompassing theassessment of the Board as a whole, its Committees,peer evaluation of Directors, and evaluation of theChairperson. Comprehensive questionnaires coveringvarious parameters relevant to Board and Committeeperformance were circulated among the Directors.
In addition, specific feedback was obtained regarding theeffectiveness with which the Chairperson, IndependentDirectors, and Executive Directors discharged theirrespective roles. The average scores and feedbackacross all evaluation aspects were notably high,reflecting a strong collective position for the Board andits Committees. As an outcome of the performanceevaluation exercise, it was noted that:
® The Board consistently acts in good faith, exercisingdue diligence, care, and upholding high ethicalstandards. It demonstrates a strong focus ongovernance, talent management, and strategicdirection, building future-ready capabilities, andaddressing environmental and social considerations.
® The Board fosters a collaborative culture thatembraces critical thinking, encourages opendiscussion, and remains committed to creatingsustainable value for all stakeholders.
® The Board Committees operate under well-defined terms of reference and procedures.They are effective, with well-managed meetingsthat contribute meaningfully to the Board'sdecision-making process.
® The Management has been proactive and diligent inpresenting relevant issues to the Risk ManagementCommittee, thereby strengthening the Company'srisk management framework.
Based on the evaluation conducted, it was concludedthat each Director and Committee member hascontributed effectively towards the growth and successof the Company.
The Board, as a whole, is functioning cohesively, witha well-balanced composition that reflects a healthydiversity of backgrounds and perspectives. This diversityenhances the quality of deliberations and supports a morecomprehensive approach to governance and strategicdecision-making. The Board ensures an appropriatebalance in its discussions, effectively addressing bothstrategic and operational matters.
The Board remains actively engaged in key areasincluding strategy, talent, risk management, andcorporate governance.
It was also observed that the Committees are functioningefficiently. In addition to fulfilling their statutoryresponsibilities as defined in their terms of reference,the Committees address significant issues, which aresubsequently reported to and discussed by the Board.
In pursuant to the provisions in Section 134(3)(c) of theAct, the Directors to the best of their knowledge herebystate and confirm that:
1. In the preparation of the annual accounts, theapplicable accounting standards had beenfollowed along with proper explanation relating tomaterial departures;
2. The Directors had selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent soas to give a true and fair view of the state of affairsof the Company at the end of the financial year andof the profit and loss of the Company for that period;
3. The Directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theAct for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;
4. The Directors had prepared the annual accounts ona going concern basis;
5. The Directors, had laid down internal financialcontrols to be followed by the Company and thatsuch internal financial controls are adequate andwere operating effectively; and
6. The Directors had devised proper systems to ensurecompliance with the provisions of all applicable
laws and that such systems were adequate andoperating effectively.
The remuneration paid to the Directors, Key ManagerialPersonnel and senior management is in accordancewith the Nomination and Remuneration Policy framedin accordance with the provisions of Section 178 ofthe Act and Regulation 19 read with Schedule II of theListing Regulations. Further details regarding the sameare given in the Report of Corporate Governance, whichforms a part of this Annual Report.
As per Section 197(12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, as amended fromtime to time, the ratio of remuneration of each Directorto the median employees' remuneration is disclosedin Annexure III enclosed hereunder in this report.Any Member desirous of obtaining a copy of the saidannexure may access the aforesaid web link or write tothe Company Secretary at ir@ltgroup.in.
Five meetings of the Board of Directors were heldduring the year under review. The details of the Board ofDirectors of the Company meetings held and attendedby the Directors during the financial year 2024-25 aregiven in the Corporate Governance Report forming partof this Annual Report.
As of 31st March, 2025, the Board has 6 Committeesviz. Audit Committee, Nomination and RemunerationCommittee, Corporate Social Responsibility andEnvironment Social Governance Committee, RiskManagement Committee, Stakeholders RelationshipCommittee and Management Committee.
During the year, all recommendations of the Committeesof the Board have been accepted by the Board. Adetailed note on the composition of the Board and itsCommittees, governance of committees including itsterms of reference, number of committee meetingsheld during the financial year 2024-25, and attendanceof the members is provided in the Report of CorporateGovernance forming part of this Annual Report. Thecomposition and terms of reference of all the Committeesof the Company's Board of Directors are in line with theprovisions of the Act and the Listing Regulations.
Statutory Auditors and Statutory Auditors' Report
M/s MSKA & Associates, Chartered Accountants (FirmRegistration No. 105047W), were appointed as theStatutory Auditors of the Company for a period of five
years at the 30th Annual General Meeting (AGM) of theCompany, to hold office until the conclusion of the 35thAnnual General Meeting (AGM).
As the term of the current auditors will expire at theconclusion of the ensuing 35th AGM, the Board ofDirectors, 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 theCompany for a second term of five consecutive years, tohold office from the conclusion of the 35th AGM until theconclusion of the 40th AGM.
The re-appointment is subject to the approval of theshareholders at the 35th AGM.
The Audit report for the Financial Year 2024-25 does notcontain any qualification, reservation or adverse remarksfrom the Auditors. Further, during the Financial Year2024-25, the Statutory Auditors have not reported anyinstances of fraud to the Audit Committee or Board asper Section 143(12) of the Act.
The Board, in its meeting held on May 17, 2024, appointedM/s. D Dixit & Associates (PR-1823/2022), to carry out theSecretarial Audit for the Financial Year 2024-25 under theprovisions of Section 204 of the Act.
The Secretarial Audit Report in Form MR-3 is attached asAnnexure IV to this Report.
The Secretarial Audit Report for the Financial Year 2024¬25 does not contain any qualification, reservation oradverse 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 individualas Secretarial Auditor for not more than one term offive consecutive years; or a Secretarial Audit firm asSecretarial Auditor for not more than two terms of fiveconsecutive years, with the approval of its shareholdersin its Annual General Meeting.
Accordingly, M/s. D Dixit & Associates, CompanySecretaries (PR-1823/2022), are proposed to beappointed as the Secretarial Auditors of the Company forthe first term at the 35th Annual General Meeting (AGM)of the Company to be held on September 30, 2025, fora period of five (5) consecutive years commencing fromthe Financial Year 2025 -2026 till the Financial Year 2029¬2030. Brief profile of the Secretarial Auditors is given inthe Notice of 35th Annual General Meeting which formspart of this Annual Report. Further, during the FinancialYear 2024-25, the Secretarial Auditors have not reportedany instances of fraud under Section 143(12) of the Act.
Maintenance of cost records and requirement of costaudit 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 applicablefor the business activities carried out by the Company.
In compliance with the provisions of Section 138 of theCompanies Act, 2013 read with the Companies (Accounts)Rules, 2014, and based on the recommendation of theAudit Committee, the Board of Directors appointedM/s. Protiviti and Co. LLP as the Internal Auditors of theCompany for the financial year 2024-25.
The Company has well-established and robust internalcontrol systems commensurate with the nature of itsbusiness, size & scale and complexity of its operations.They are implemented across all processes, unitsand functions. Internal control systems comprisingpolicies and procedures are designed to ensure soundmanagement of the Company's operations, safekeepingof its assets, optimal utilisation of resources, reliabilityof its financial information and compliance. Systemsand procedures are periodically reviewed to keep pacewith the growing size and complexity of the Company'soperations. The Audit Committee also periodicallyreviews the adequacy and effectiveness of internal controlsystems and guides on their further strengthening.No material observation was made by the Company'sinternal auditor or statutory auditors during the yearunder review regarding the efficiency and effectivenessof such controls.
The Company has adequate Internal Financial ControlSystem over financial reporting which ensures that alltransactions are authorized, recorded, and reportedcorrectly in a timely manner. The Company's InternalFinancial Control over financial reporting is designed toprovide reliable financial information and to comply withapplicable accounting standards.
The Company periodically tracks all amendmentsto Accounting Standards and makes changes to theunderlying systems, processes and financial controls toensure adherence to the same. All resultant changes tothe policy and impact on financials, if any, are disclosedafter due validation of the Statutory Auditors and theAudit Committee.
Your Company has in place adequate internal financialcontrols with reference to the Financial Statements,consistent with the size, scale, and complexity of itsoperations. These controls have been evaluated duringthe year under review, taking into account the essentialcomponents of internal controls outlined in the GuidanceNote on Audit of Internal Financial Controls overFinancial Reporting issued by The Institute of CharteredAccountants of India (ICAI).Based on the assessmentconducted by the management, no reportable material
weaknesses or significant deficiencies were observed inthe design or operating effectiveness of such internalfinancial controls during the financial year.
The Company has designed and implemented acomprehensive Internal Financial Controls System forfinancial reporting to ensure that all transactions areauthorized, recorded, and reported correctly in a timelymanner. The Company's Internal Financial Controlsfor financial reporting provide reasonable assuranceover the integrity and reliability of the Company'sfinancial statements.
The Company has detailed work instructions, StandardOperating Procedures, policies, and processes that defineroles, responsibilities, and required actions. Functionalheads are responsible for ensuring compliance with alllaws and regulations and with management's policiesand procedures.
The Company's Enterprise Resource Planning("ERP") system of SAP S/4 HANA is well-leveragedand implemented towards day-to-day transactionsaccounting and financial reporting. The Company's ERPand allied information technology solutions provide astrong technology architecture for financial reportingcontrols. The Company's investment in an advancedautomation system to enable automated accountingand financial closing procedures in various areas hasresulted in better accuracy and faster financial reportingwith fewer manual interventions. The financial statementpreparation has been automated to ensure end-to-endsystem-driven reporting across the Group, reducing thescope of manual errors.
The Company actively tracks all changes in AccountingStandards, the Act, and other applicable regulationsand changes the underlying systems, processes, andfinancial controls to ensure adherence.
The Company's financial results are audited everyquarter by the Statutory Auditors. The policies ensurethat the subsidiary companies follow uniform accountingtreatment as well. International subsidiaries providethe information required to consolidate accounts in theformat prescribed by the Company. The accounts ofthe subsidiary and joint venture companies are auditedand certified by their respective Statutory Auditors forconsolidation. The Company has implemented an audittrail on the books of accounts.
The Company has been entering into transactions withrelated parties, including entities directly and/or indirectlycontrolled by members of the Promoter(s) & Promoter(s)Group, for its business purposes. These transactionsprimarily include such transactions permissible andprovided for under the provisions of the Act, the ListingRegulations, and the Income-Tax laws.
The Company follows robust internal processes beforeentering into transactions with related parties, andthe considerations that govern these transactionsare the same as those applicable to other vendors ofthe Company. All transactions are undertaken for thebenefit of the Company and in compliance with theapplicable laws.
As a part of the Company's annual planning process,prior to the commencement of a financial year, details ofall the transactions proposed to be executed with relatedparties, including the estimated amount of transactionsto be executed, manner of determination of pricingand commercial terms, etc. are presented to the AuditCommittee for its consideration and approval. The detailsof said transactions are also placed before the Board ofDirectors for their information. The Director, if interestedin a transaction, do not participate in discussing the itemsrelating to that transaction. Further approval is soughtduring the year for any new transaction/ modification tothe previously approved limits/ terms of contracts withthe related parties. This is followed by a quarterly reviewof the related party transactions by the Audit Committee.
Disclosure in Form AOC-2, as required under sections134(3)(h) read with 188(1) of the Act is enclosed asAnnexure V to this report. The Policy on the RelatedParty Transactions is available on the Company's websiteand can be accessed at: https://ltfoods.com/ltfoodscms/uploads/investors/policiesandrelateddocuments/policiesandrelateddocuments 1732180742.pdf.
The Company recognizes that risk is an inherentand unavoidable aspect of business, which can posechallenges to the achievement of organizationalobjectives. Accordingly, the Company is fully committedto proactively identifying, assessing, and managing risksin an effective and systematic manner. The Companybelieves that its long-term success depends on its abilityto not only manage risks but also to leverage associatedopportunities. It has adopted a disciplined and structuredapproach to risk management, which includes continuousmonitoring of both internal and external environments toassess potential threats and uncertainties. Risk mitigationmeasures are seamlessly integrated into the Company'sstrategic planning and operational execution, ensuringthat identified risks are addressed through appropriateaction plans. This integrated risk management frameworkenables the Company to safeguard stakeholders' interestsand support sustainable business growth.
The objective of the Company's Risk Managementprocess is to enable value creation in an uncertainenvironment, promote good governance, proactivelyaddress stakeholders' expectations, and improveorganizational resilience and sustainable growth.
The Company has a risk management policy in place thatarticulates the approach to address uncertainties in its
endeavor to achieve its stated and implicit objectives.The Risk Management Committee of the Company hasbeen entrusted by the Board with the responsibilityof reviewing the risk management process in theCompany and ensuring that all short-term and long¬term implications of key strategic and business risksare identified and addressed by the management. TheAudit Committee takes the mantle of reviewing the riskmanagement systems of the Company.
The Board has approved the revised Risk ManagementPolicy on the recommendation of the Risk ManagementCommittee and the Audit Committee. The Companyregularly identifies uncertainties and, after assessingthem, devises short-term and long-term action plansto mitigate any risk that could materially impact theCompany's long-term plans. Mitigation plans forsignificant risks are well integrated with business plansand are reviewed on a regular basis by senior leadership.
The Company periodically reviews and improves theadequacy and effectiveness of its risk managementsystems, considering the rapidly changing businessenvironment and evolving complexities.
The Board of Directors of your Company, from time totime, has framed and revised various Policies as per theapplicable Acts, Rules and Regulations and Standards ofbetter governance and administration of your Company.Overview of the key policies, as approved by the Board ofDirectors is as follows:
a. Nomination and Remuneration Policy: ThisPolicy defines the objectives, scope, terms ofreference, and responsibilities of the Nominationand Remuneration Committee in establishingthe criteria for qualifications, experience,independence, and positive attributes pertainingto the appointment and remuneration of theCompany's Directors, Key Managerial Personnel,and Senior Management employees.
b. Corporate Social Responsibility ('CSR') Policy: ThisPolicy sets out the role of the CSR Committee, whichincludes identification of the areas where the CSRactivities will be performed, impact assessment,evaluation of CSR activities, review the CSR spendingvis-a-vis the activities implemented and monitoring theprocess of CSR projects/ programs of the Company.
c. Risk Management Policy: This Policy provides theframework for identification of risks of the Company,risk assessment and prioritization, loss preventionmeasures and other risk management measures forthe Company. The purpose of timely risk assessmentis to identify the strategic threats, operational issues,compliance with laws and disclosure obligations. Inorder to deliver value to our customers, distributors,employees, communities, shareholders and other
stakeholders, it is inevitable to understand andmanage the risks faced by the Company.
This Policy regulates the transactions between theCompany and its related parties and the requiredcorporate approvals as per the laws and regulationsapplicable to the Company from time to time.
objective of this Policy is to determine the materialityof events or information of the Company and tomake disclosures of such events or information toStock Exchanges in a timely manner to ensure goodcorporate governance.
f. Preservation of Information & DocumentsPolicy: This Policy establishes general guidelinesfor retaining, preserving and archiving importantdocuments and information.
Insider trading refers to trading in the securities ofa Company by its Directors, employees or otherpersons so as to make a profit or avoid any loss, onthe basis of unpublished price sensitive informationknown only to them and not to the general body ofshareholders. In order to deal with insider tradingin securities, your Company has framed a Code ofConduct on prohibition of Insider Trading.
h. Dividend Policy: This Policy sets the parameters &describes the internal and external factors whichare considered by the Board of Directors for thepurpose of declaration of dividend.
i. Corporate Communication Policy: This Policyestablishes a standardized framework for allinteractions and representations made to externalstakeholders. It aims to ensure consistency, accuracy,and alignment with the organization's values andstrategic objectives in all external communications.
j. Board Diversity Policy: The Company recognizesthe importance and benefits of having a diverseBoard to enhance the quality of its performance.Diversity encompasses diversity of perspective,experience, skills, education, background, ethnicity,gender and personal attributes. This policy ensuresthat we have optimum composition of BoardMembers with diverse experience and skill sets toachieve the objectives of the organization.
company is committed to fostering a diverse,inclusive, and equitable workplace where allemployees are valued and respected. OurDiversity and Equal Opportunity Policy ensuresthat employment decisions are based on merit,qualifications, and business needs—regardlessof race, gender, age, religion, disability, sexual
orientation, or any other protected characteristic.We strive to create an environment where everyonefeels empowered to contribute fully and thriveprofessionally.
Anti-Bribery and Anti-Corruption Policy reflects ourunwavering commitment to integrity, transparency,and ethical business practices. We strictly prohibit allforms of bribery and corruption, whether direct orindirect, and expect the same from our employees,contractors, and business partners. This policy appliesto all transactions and interactions, both public andprivate, and ensures compliance with all applicablelaws and regulations. We promote a culture ofethical conduct and encourage the reporting of anysuspected misconduct without fear of retaliation. Asa company, we demonstrate resilience by upholdingthese principles consistently—even under pressure,in challenging markets, or when facing short-termsetbacks—ensuring our long-term sustainabilityand trustworthiness.
The aforesaid Policies are available in the InvestorsSection on the website of the Company at https://ltfoods.com/investors.
The Company promotes ethical behaviour in all itsbusiness activities and aligns with the best governancepractices. The Company has a robust vigil mechanismthrough its Whistle Blower Policy approved and adoptedby the Company's Board of Directors in compliancewith the provisions of Section 177(10) of the Act andRegulation 22 of the Listing Regulations.
The Policy provides adequate protection to all itsstakeholders who report unethical practices andirregularities. Details of whistle blower complaintsreceived, if any, and the functioning of the whistleblower mechanism are reviewed periodically by the AuditCommittee. No person has been denied access to theChairperson of the Audit Committee. During the financialyear 2024-25, no complaint was received under the WhistleBlower Policy of the Company. Details of whistle blowerpolicy are available in the Corporate Governance Report,which forms part of this Annual Report. The Whistle BlowerPolicy has been appropriately communicated within theCompany and its Group and is also available on theCompany's website at https://ltfoods.com/ltfoodscms/uploads/investors/policiesandrelateddocuments/policiesandrelateddocuments 1732180742.pdf.
Your Company continues to uphold its commitmentas a responsible and caring corporate citizen, placingstrong emphasis on the development and well-being of
communities in and around its areas of operation
During the year, based on the recommendations ofthe CSR & ESG Committee and with the approval ofthe Board, the Company undertook several impactfulprojects in key focus areas, including, Training farmersin sustainable and climate-resilient agricultural practices,Water conservation initiatives to promote efficient usageand long-term availability of water resources, Educationand healthcare support aimed at improving access andoutcomes in underserved communities, Promotion ofgirl child education through scholarships, awarenessprograms, and infrastructure support; and Villageadoption programs, enabling holistic rural developmentthrough targeted interventions.
The Corporate Governance Report, which forms part ofthis Annual Report, provides a brief note regarding thecomposition of the CSR Committee. Annexure VI whichforms part of this Board Report provides the disclosuresrequired under section 135 of the Act, read with Rule8(1) of the Companies (Corporate Social ResponsibilityPolicy) Rules, 2014.
The Company's Chief Financial Officer has certifiedthat the CSR funds disbursed for the projects havebeen utilized for the purposes and in the mannerapproved by the Board
At LT Foods, we view Environmental, Social, andGovernance (ESG) factors as essential to sustainablegrowth, investment decisions, and effective riskmanagement. Our focus is on fostering a culture ofethical conduct that is environmentally and sociallyresponsible, while fully compliant with applicable lawsand regulations.
We are committed to delivering long-term value toall stakeholders—including customers, investors,employees, suppliers, regulators, and communities.To guide and monitor our efforts, we haveimplemented a comprehensive ESG Policy, availableon our website: https://ltfoods.com/ltfoodscms/uploads/investors/policiesandrelateddocuments/policiesandrelateddocuments 1732182572.pdf.
Our CSE Committee supports the Board in overseeing ESGpriorities and initiatives. The Committee meets regularlyto review progress and align with leading ESG practices.
With an increasing global awareness of businessimpacts on society and the environment, ESG reportingdemands considerable attention. LT Foods is committedto transparently communicating its ESG performancein alignment with international standards to all thestakeholders. The BRSR Report adheres to the formatoutlined in the amendment to Regulation 34(2)(f) of the
Listing Regulations, as specified in Gazette NotificationNo. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, isintegrated into our Annual Report. Aligned with the nineprinciples of the National Guidelines on ResponsibleBusiness Conduct issued by the Ministry of CorporateAffairs, Government of India, the BRSR for the financialyear 2024-25 has been developed. We have reinforcedour robust reporting structure and mechanisms toensure accurate and reliable data capture for BRSRdisclosures. Additionally, the Company is incorporatingthe BRSR core indicators in its Report.
LT Foods firmly upholds the belief that sustainableand inclusive growth can only be achieved througha robust foundation of environmental and socialresponsibility complemented by effective governance.Our report shows our ongoing endeavors to adopt andenact a balanced approach to ESG criteria within ourbusiness operations, a commitment we transparentlycommunicate to stakeholders.
In addition to BRSR Core reporting, LT Foods is alsopublishing its first Sustainability Report with referenceto the Global Reporting Initiative Framework (GRI). TheCompany will publish the Sustainability Report for thefinancial year 2024-25 separately.
At LT Foods, our people are central to driving agility,innovation, and long-term resilience. We are committedto creating a workplace that is inclusive, collaborativeand future-ready. Engagement with our workforce isenabled through transparent communication, includingregular interactions, surveys, digital platforms and site-level townhalls.
We continue to strengthen capabilities throughfocused learning and development initiatives suchas LT Foods University, which provides self-pacedmodules, leadership development and skill-basedprograms. New tools like Amber, our AI-based employeeengagement platform, further enhance dialogue andresponsiveness across teams.
Diversity and inclusion remain an essential part of ourculture, with structured initiatives to support women in theworkforce and counselling to help employees at differentlife stages. Employee well-being is promoted throughholistic wellness programs and assistance frameworks,ensuring physical, emotional and social support. Theseefforts together nurture a workforce that is engaged,skilled and prepared for the opportunities of tomorrow.
The Company is committed to providing a safe,respectful, and inclusive work environment for allemployees. In line with this commitment, the Companyhas implemented a policy on the Prevention of Sexual
Harassment at the Workplace, in accordance with theprovisions of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal)Act, 2013 and the Rules framed thereunder. The policyis applicable across all establishments of the Companylocated in India and is aimed at promoting a workplaceculture of dignity, equality, and non-discrimination. Toensure effective implementation and compliance withthe provisions of the Act, the Company has constitutedInternal Complaints Committees (ICCs) at appropriatelevels. These Committees are empowered to receive andredress 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 ofSexual Harassment at the workplace; and
® To provide the procedure for the resolution andredressal of complaints of Sexual Harassment.
The policy lays down a detailed procedure for makinga complaint, initiating enquiry therein and satisfactoryredressal of the complaint.
The Company's Policy for the prevention of sexualharassment is available on the Company's website athttps://ltfoods.com/ltfoodscms/uploads/investors/policiesandrelateddocuments/policiesandrelateddocuments 1732183025.pdf.
The Company is committed to providing a safe andconducive work environment to all of its employeesand associates. The Policy also provides shelter tocontract workers, probationers, temporary employees,trainees, apprentices, and any person visiting theCompany at its office.
During the financial year 2024-25, no complaint wasreported under the provisions of the Sexual Harassmentof Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 and Rules made thereunder andnone was pending from the previous financial year.
The Company periodically conducts sessions foremployees across the organization to build awarenessabout the Policy and the provisions of the Prevention ofSexual Harassment Act.
Integrated Annual Report
The Company continues its integrated reportingjourney in the current financial year, aligning with theIR framework published by the International FinancialReporting Standards Foundation (IFRS).
The Integrated Annual Report comprises both financialand non-financial information to illustrate how different'capitals' are deployed to create value. This enables themembers to make well-informed decisions and better
understand the Company's long-term perspective andvalue 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 formsan integral part of this Integrated Annual Report andgives the details, inter alia, about the performance ofthe Companies Indian and International Operations,important changes in these businesses, supply chain,external environment, and economic outlook during theyear under review.
Our Corporate Governance practices reflect our valuesystem, which encompasses our culture, policies, andrelationships with our stakeholders. Integrity andtransparency are key to our Corporate Governancepractices to ensure that we always gain and retain ourstakeholders' trust. Corporate Governance is aboutmaximizing shareholder value legally, ethically, andsustainably. At LT Foods, the Board exercises its fiduciaryresponsibilities in the widest sense of the term. We alsoendeavour to enhance long-term shareholder value in allour business decisions. A detailed Report on CorporateGovernance, pursuant to the requirements of Regulation34 of the Listing Regulations, forms part of this IntegratedAnnual Report. A certificate from CS Debasis Dixit,Practicing Company Secretary, the Secretarial Auditorof the Company, confirming compliance of conditions ofCorporate Governance during the financial year 2023-24,as stipulated under the Listing Regulations, is annexedto the said Corporate Governance Report. A Certificateof the CEO and CFO of the Company in terms of ListingRegulations, inter-alia, confirming the correctness ofthe financial and cash flow statements, adequacy of theinternal control measures and reporting of matters to theAudit Committee, is also annexed to the said CorporateGovernance Report.
In accordance with Section 92(3) read with Section134(3)(a) of the Act and the Companies (Managementand Administration) Rules, 2014, the Annual Return ofthe Company as of March 31, 2025, in Form MGT-7, isavailable on the Company's website at https://ltfoods.com/investorsf. The Annual Return will be submittedto the Registrar of Companies within the timelinesprescribed under the Act.
The Company has duly complied with the mandatorySecretarial Standards issued by the Institute of CompanySecretaries of India during the year under review.
(i) Measures Undertaken or Impact on EnergyConservation:
1. Process Automation: Our Company hasimplemented comprehensive plant automationinitiatives to augment operational efficiencyand product quality, thereby minimizingmanual errors.
2. Efficiency Enhancement Projects: The
Company has successfully executed projectsfocused on reducing line and power factor losses,optimizing compressed air usage, enhancingloading efficiency, minimizing wastage, andstreamlining power consumption processes.
3. Integration of Renewable Energy: Currently,more than 50% of our total energy requirementsacross all units in India are met through greenenergy sources such as steam turbines andsolar power. This year, we are ambitiouslytargeting to increase this figure to 60%.
4. Rainwater Harvesting: Emphasizing
sustainable water management, our Companyhas actively pursued the recharging of rainwaterharvesting pits through innovative methods,including collecting roof runoff. Furthermore,we have installed additional harvesting pitswithin our plants and warehouses during thecurrent fiscal year, reinforcing our commitmentto environmental stewardship
(ii) Utilization of Alternate Sources of Energy
1. By-product Utilization: Presently with aturbine power generation capacity of morethan 6.5 MW (2.5 MW at Mandideep, 3.5 MW atBahalgarh & 0.5 MW at Varpal), we have madea significant stride towards sustainability. Thisinitiative has enabled us to harness energyfrom by-products effectively, contributing toour green energy portfolio.
2. Solar Energy Initiative: In line with ourcommitment to environmental responsibility& achieving our sustainable energy goals,we already have a capacity of 3.6 MW solarcapacity installed across our plants and thisyear we are planning to increase this capacityfurther to 5 MW by installing a new 1.5 MWsolar plant at Bahalgarh. This installation shallboost our renewable energy capacity andreinforce our dedication towards reducing ourcarbon footprint.
(iii) Capital investment on energy conservationequipment: The organization has implemented aflash recovery system for steam dryers, significantlyenhancing energy conservation by utilizing recovered
heat for hot water generation and reducing overallsteam consumption. Additionally, modificationsto our drying processes—enabling operationon low-pressure steam—align closely with ourcarbon neutrality objectives. Improvements to thecompressed air system, including pipeline resizingand the installation of booster pumps, have furthercontributed to energy efficiency. Collectively, theseinitiatives reinforce our commitment to sustainablepractices and environmental stewardship.
Technology Absorption
(i) Initiatives Towards Technology Absorption:
Digitization Advancements: Our Companycontinues to make significant strides in digitizationwith initiatives such as EWMS (Extended WarehouseManagement System) and the implementation ofhigh-tech applications that support on-site datafeeding with built-in breakdown detection features.These efforts strive to enhance operationalefficiency and maintain stringent quality standardsacross our processes.
Integration of Bar Codes: As part of our commitmentto modernize operations, we have integrated BarCodes as a cornerstone tool. This initiative is pivotalin facilitating seamless production planning andensuring comprehensive traceability from the initialstages of production to invoicing. By leveraging BarCodes, we can meticulously monitor operations,promptly identify discrepancies, and uphold precisescheduling and thorough traceability throughoutour production cycles.
(ii) Benefits Derived
Enhanced Productivity and Efficiency: Our
strategic focus on automation and efficiencyprojects has yielded tangible improvements inproductivity across our operations. We haveoptimized resource utilization and enhanced overallefficiency by streamlining processes and leveragingadvanced technologies.
Cost Optimization
We have successfully reduced operational costsby adopting energy- efficient technologies andincreasing our reliance on renewable energysources. This proactive approach aligns with oursustainability goals and enhances our competitiveedge by minimizing energy consumption andmaintenance expenditure.
(iii) Expenditure on Research and Development
Our ongoing commitment to innovation drivesefforts to reduce water usage and carbon footprintthrough cutting-edge technologies. For instance, weare actively exploring the adoption of low-emissionrefrigerants and battery-operated Material HandlingEquipment (MHEs). Presently more than 60% ofour Forklift fleet has been shifted from Diesel tobattery. Additionally, we are pioneering advancedmethods for the reuse of treated wastewater.We are also implementing low-pressure steam inour manufacturing processes, underscoring ourdedication to sustainable practices and operationalexcellence. These initiatives exemplify our proactiveapproach to research and development in pursuit ofenvironmental stewardship and enhanced efficiency.
(iv) In case of imported technology (imported duringthe last three years reckoned from the beginning ofthe financial year)- Not Applicable
Foreign Exchange Earnings and Outgo:
During the year under review, the total foreign exchangespent and the total foreign exchange earned wasdepicted below in Lakhs.
Financial Year
ending 31st
March 2025
March 2024
Value of Import onCIF 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 inForeign Currency
Legal and ProfessionalCharges
85.13
58.76
Interest & othercharges to bank
0
144.87
Clearing andForwarding Expenses
4736.75
4051.12
Advertisement
1442.30
1200.97
Sales Promotion
278.18
146.64
Commission on exportsale
Others
194.80
5.74
6737.18
5608.11
Earning in ForeignCurrency
FOB Value of export
163712.41
176425.85
MATERIAL CHANGES AND COMMITMENTS, IFANY, AFFECTING THE FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIAL YEAR ANDTHE DATE OF REPORT.
There are no material changes or commitments,affecting the financial position of the Company betweenthe end of the financial year ended 31st March, 2025 andthe date of this Report
In accordance with the applicable provisions of theAct read with Investor Education and Protection Fund(Accounting, Audit, Transfer, and Refund) Rules, 2016("IEPF Rules"), all unclaimed dividends are required tobe transferred to the Investor Education and ProtectionFund ("IEPF") after completion of seven years. Further,according to IEPF Rules, the shares on which dividendhas not been claimed by the shareholders for sevenconsecutive years or more shall be transferred to thedemat account of the Investor Education and ProtectionFund Authority ("IEPF Authority"). After the transfer, theconcerned shareholders can claim the said shares alongwith the dividend(s) by making an application to IEPFAuthority in accordance with the procedure available onwww.iepf.gov.in and on submission of such documentsas prescribed under the IEPF Rules. On receipt of theapplication, the Company shall send an online/electronicverification report to the IEPF Authority after verifying allthe necessary details which is duly certified by the NodalOfficer. All corporate benefits accruing on such sharesincluding dividend shall be credited to IEPF.
During the year under review, unpaid or unclaimeddividend amounting to Rs.1668880.5/- in respectof shares transferred earlier to IEPF Authority, wastransferred by the Company to the IEPF, established bythe Government of India.
The dividend declared for the financial year 2017-18,is due to be transferred to IEPF account during thefinancial year 2025-26.
The Company has been regularly sendingcommunications to members in accordance to the actwhose dividends are lying unclaimed requesting them toclaim their outstanding dividend amount by providing/updating their bank details with the RTA/Company/Depository Participant, as the case may be so that theirdividend amount do not remain unclaimed for sevenconsecutive years and thus attracting the provision oftransferring the corresponding shares to IEPF Authority.
Further the amount of Dividend unclaimed/unpaid arelying in the respective unpaid / unclaimed dividendaccounts and can be claimed by the respectiveshareholders 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 oftransferring the same in IEPF account.
Details of significant and material orders passed bythe regulators or courts.
During the financial year under review, no significantmaterial order was passed by any regulator or courtsor tribunals impacting the going concern status and theCompany's operations in the future.
During the year under review, there was also noinstance of onetime settlement with any bank orfinancial institution.
Affirmations
To the best of our knowledge and the informationavailable, no application against the Company was filedin any court in India under the Insolvency and BankruptcyCode, 2016, nor is any proceeding thereunder pendingas on 31st March, 2025.
We extend our heartfelt gratitude to our consumers,whose sustained support and valuable feedback havecontinually enabled LT Foods to understand and caterto their unique and evolving needs, thereby diversifyingour product portfolio to achieve the highest levels ofconsumer satisfaction.
We sincerely thank our employees—core contributors toour goodwill and growth—for their dedicated efforts andunwavering commitment in pursuing our shared goalsand successfully navigating every challenge.
Our success would not be possible without the dedicationof our vendors, whose continued partnership has helpedus expand our global footprint and strengthen ourindustry leadership.
We also deeply appreciate the stewards of goodgovernance and responsible practices—the regulatoryauthorities, bankers, financial institutions, ratingagencies, stock exchanges, depositories, auditors, legaladvisors, consultants, and other stakeholders. Yourinstrumental role in fostering a level playing field andupholding transparency, ethics, and accountability hasbeen vital to every aspect of our operations.
For and on behalf ofBoard of Directors of LT Foods Limited
Gurugram, Vijay Kumar Arora
July 24th , 2025 Chairman and Managing Director