The Members
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:
(? in Lakhs, except earnings per share) Standalone Consolidated
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 nonconvertible 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 reappointment. 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 202425 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 20292030. 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 longterm
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
|