The Members
Your Board of Directors (the Board) is pleased to present the 36 th Annual Report on the business performance and operations of LT Foods Limited (the Company), along with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31 st March, 2026.
Financial Highlights
In accordance with the applicable 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 2025-26, prepared in accordance with the applicable Indian Accounting Standards (Ind AS). This report also outlines key developments and significant events pertaining to the Companys operations during the year.
Key highlights of standalone and consolidated financial results for the financial year ended 31 st March, 2026, are summarized as under:
(H in Lakhs, except earnings per share)
| Standalone | Consolidated | |||
| Particulars | Financial Year Ended | Financial Year Ended | ||
| 31.03.2026 | 31.03.2025 | 31.03.2026 | 31.03.2025 | |
| Revenue from Operations | 4,04,044.98 | 4,08,531.69 | 10,94,555.66 | 8,68,146.63 |
| Other Income | 8,771.45 | 7,089.01 | 7,750.32 | 8,847.32 |
| Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items | 37,916.44 | 32,745.47 | 1,23,617.76 | 1,06,673.76 |
| Less: Depreciation and amortization expenses | 4,475.38 | 3,892.51 | 24,488.75 | 18,568.17 |
| Less: Finance Cost | 2,763.82 | 1,927.11 | 13,086.05 | 8,767.78 |
| Share of net profit/(loss) of associates and joint ventures accounted for using the equity method | 593.48 | 2,861.97 | ||
| Profit Before Tax | 30,677.24 | 26,925.85 | 86,636.44 | 82,199.78 |
| Less: Tax Expense | 6,328.09 | 5,709.37 | 24,098.01 | 21,019.65 |
| Profit After Tax | 24,349.15 | 21,216.48 | 62,538.43 | 61,180.13 |
| Total Comprehensive income for the year | 22,544.18 | 21,179.29 | 77,096.07 | 64,115.10 |
| Earnings Per share | 7.01 | 6.11 | 18.01 | 17.43 |
Overview of the Performance:
During the financial year 2025-26, LT Foods Limited continued to deliver a resilient financial performance, driven by sustained demand across key markets, a strong branded portfolio, and continued focus on operational excellence. On a consolidated basis, the Company recorded Revenue from Operations of Rs.10,94,555.66 lakhs as against Rs.8,68,146.63 lakhs in the previous financial year, registering a growth of 26.08%. Consolidated Operating Profit (EBITDA) increased by 15.89% to Rs.1,23,617.76 lakhs, while Profit Before Tax stood at H86,636.44 lakhs compared to Rs.82,199.78 lakhs in the previous year. Profit After Tax increased to Rs.62,538.43 lakhs from Rs.61,180.13 lakhs, and Total Comprehensive Income rose to H77,096.07 lakhs from H64,115.10 lakhs. Earnings per Share (EPS) improved to Rs.18.01 from H17.43 in the previous financial year.
On a standalone basis, Revenue from Operations stood at Rs.4,04,044.98 lakhs as against Rs.4,08,531.69 lakhs in FY 2024-25. Despite a marginal decline in standalone revenue, the Company achieved healthy growth in profitability, with Operating Profit (EBITDA) increasing by 15.79% to Rs.37,916.44 lakhs. Profit Before Tax increased to Rs.30,677.24 lakhs from H26,925.85 lakhs, while Profit After Tax grew by 14.77% to H24,349.15 lakhs. Earnings per Share (EPS) also improved to Rs.7.01 from H6.11 in the previous year, reflecting the Companys continued emphasis on operational efficiencies, disciplined cost management, and long-term value creation for its shareholders.
Overall, the financial performance for FY 2025-26 highlights the Companys ability to deliver sustainable growth, strengthen operating margins, and enhance profitability while effectively navigating external challenges and maintaining its long-term strategic focus.
A detailed analysis of the Companys financial and operational performance is provided in the Management Discussion and Analysis Report , which forms an integral part of this Annual Report.
Creating Sustainable Value for Shareholders
FY26 was a year of significant strategic progress for LT Foods. While navigating a volatile external environment characterised by changing global trade dynamics, tariff disruptions and inflationary pressures, the Company continued to strengthen its competitive position across key markets. The successful integration of Golden Star, commissioning of strategic infrastructure in Europe, expansion of Ready-to-Heat capabilities in North America and increased investment in brands and innovation have further strengthened the foundation for long-term growth.
The Company continued to focus on enhancing the quality of earnings while maintaining prudent financial discipline. Through a combination of premiumisation, portfolio expansion, operational efficiencies and
disciplined capital allocation, LT Foods remains committed to generating sustainable returns for its shareholders.
During the year, the Company enhanced its financial resilience through improved working capital management, strengthened liquidity, conservative leverage levels and continued investment in growth opportunities that are expected to contribute meaningfully over the medium term.
The Board remains committed to creating long-term shareholder value through profitable growth, prudent risk management, disciplined capital deployment and consistent execution of strategic priorities.
Capital Allocation Philosophy
The Company follows a disciplined capital allocation framework designed to maximise long-term shareholder returns while maintaining financial flexibility and supporting future growth ambitions.
Our capital allocation priorities remain:
Priority 1: Invest Behind Brands
Building stronger consumer brands remains our foremost strategic priority. Investments in marketing, consumer engagement and innovation are expected to strengthen market share and long-term pricing power.
Priority 2: Invest in High-Return Growth Opportunities
The Company continues to invest in capacity expansion, digital transformation, value-added food categories and international market development projects that are expected to generate attractive long-term returns.
Priority 3: Pursue Strategic Acquisitions
The Company evaluates selective acquisition opportunities that strengthen its category leadership, expand geographic presence or provide access to attractive consumer segments, while maintaining strict financial discipline.
Priority 4: Maintain a Strong Balance Sheet
The Company remains committed to maintaining prudent leverage levels and ensuring adequate liquidity to support long-term growth while effectively managing economic uncertainties.
Priority 5: Deliver Consistent Shareholder Returns
Subject to growth opportunities, capital requirements and business conditions, the Company remains committed to delivering sustainable returns to shareholders through a balanced dividend policy.
Expansion, Innovation and Product Launches
Your Company continued to strengthen its position as a leading global food FMCG organisation by driving sustainable growth through a balanced approach of geographic expansion, capacity enhancement, product innovation and brand building. Guided by evolving consumer preferences, deep market insights and a robust innovation pipeline, the Company remained focused on expanding its global presence, enhancing operational capabilities and delivering differentiated value-added offerings across markets.
During the financial year 2025-26 and thereafter, the Company undertook several strategic initiatives to further strengthen its business platform and create long-term value:
1. Strategic Expansion and Business Growth
The Company continued to expand its global footprint through strategic investments, acquisitions and infrastructure development initiatives aimed at strengthening market access, enhancing operational efficiencies and supporting future growth.
r 23 May 2025: LT Foods Americas Inc., a wholly owned subsidiary of LT Foods Limited, acquired the remaining 49% equity stake in Golden Star Trading, Inc., California, USA. The acquisition enables the Company to broaden its specialty rice portfolio and further strengthen its leadership position in the US specialty rice market.
r 16 July 2025: Nature Bio Foods Limited, a wholly owned subsidiary of LT Foods Limited, expanded its presence in Europe through the inauguration of a new Business-to-Consumer (B2C) facility at Maasvlakte, Rotterdam, reinforcing the Companys commitment to serving consumers directly in key international markets.
r 23 December 2025: The Company commissioned a new manufacturing facility in Karnataka to strengthen its regional rice portfolio and value chain capabilities across South India, particularly for Sona Masoori, Kolam and Lachkari rice varieties.
r 20 February 2026: LTF Global Investments L.L.C. was incorporated in Dubai, UAE, as a wholly owned subsidiary of LT Foods Limited. The entity has been established to provide strategic support services and enhance operational synergies across the Groups international businesses in the USA, UK, Europe and other global markets.
r 15 June 2026: The Company incorporated a wholly owned subsidiary in Australia, further strengthening its international presence and supporting future growth opportunities in the Asia-Pacific region.
2. Innovation and Portfolio Expansion
Innovation remains a key pillar of the Companys growth strategy. During the year, the Company expanded its product portfolio with differentiated offerings designed to address evolving consumer preferences for health, wellness, authenticity and premiumisation.
r Launch of Im Organic Range
The Company launched the Im Organic range, a thoughtfully curated portfolio developed for consumers seeking certified organic and sustainably sourced products. The initial offerings include Organic Basmati Rice and Organic Sona Masoori Rice, reinforcing the Companys commitment to providing healthier and more responsible food choices.
r Launch of DAAWATr Saffron Basmati Rice
The Company introduced DAAWATr Saffron Basmati Rice, a limited-edition premium offering crafted for discerning consumers seeking an elevated culinary experience. Infused with premium saffron sourced from Jammu & Kashmir, the product represents a first-of-its-kind innovation in the basmati rice category and reflects the Companys focus on premiumisation and consumer-centric innovation.
3. Brand Building and Consumer Engagement
The Company continued to strengthen brand equity and consumer engagement through impactful initiatives that enhanced awareness, promoted category development and deepened consumer connect.
r Only Rice November Challenge under the Rice Your Awareness Initiative
Under its flagship brand DAAWATr, the Company launched the Rice Your Awareness campaign featuring the #OnlyRiceNovember challenge, a nationwide initiative encouraging consumers to make informed food choices and appreciate the nutritional and cultural significance of rice as a staple food.
r DAAWATr World Biryani Day
The Company celebrated the fifth edition of DAAWATr World Biryani Day on 5 July 2026, further reinforcing DAAWATrs position as a global ambassador of biryani and strengthening engagement with consumers, food enthusiasts and culinary communities across markets.
r DAAWATr Factory at KidZania India
The Company partnered with KidZania India to launch the DAAWAT r Factory, an immersive experiential centre designed to educate children on the journey of basmati rice from farm to fork. This unique initiative reflects the Companys commitment to consumer education, sustainability awareness and meaningful brand experiences.
Dividend
For the Financial Year under review, the Company has declared the following Dividends on the equity shares of H 1 each:
| S. No | Name | Per share (in Rs ) | Date of declaration of Dividend |
| 1 | First Interim Dividend | 1 | 24.07.2025 |
| 2 | Second Interim Dividend | 1 | 28.01.2026 |
| 3 | Final Dividend (FY 24-25) | 1 | 30.09.2025 |
The Company declares and pays dividend in Indian rupees. In terms of the requirements of the applicable Income Tax Act, the Company has made the payments of Dividend after deducting the Tax at Source, as applicable. The dividend remittance outside of India is governed by Indian laws on Foreign Exchange and is also subject to deduction of Tax at Source, as applicable.
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 Companys website at https://ltfoods.com/ltfoodscms/uploads/ investors/policiesandrelateddocuments/ policiesandrelateddocuments 1732181534.pdf
Subsidiary, Associates and Subsidiary Companies
As on 31 st March, 2026, Your Company has a total of 28 subsidiaries, which includes both direct and step- down subsidiaries. In addition to these, the Company also holds interests in 5 associate companies and 2 joint venture companies, located across India and overseas. The performance of these companies are regularly monitored and a statement providing the details of performance and salient features of the financial statement of the subsidiary, associate and Joint Venture companies, as per Section 129 (3) of the Companies Act, 2013 is provided in the prescribed form- AOC-1 as Annexure-I , as annexed to the Consolidated Financial Statement.
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.
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 Companys website, at the following link: https://ltfoods.com/ltfoodscms/
uploads/investors/policiesandrelateddocuments/ policiesandrelateddocuments 1732180499.pdf
DAAWATrFoods Limited (Subsidiary), LT Foods Americas, Inc. and LT Foods Europe, BV (Fellow Subsidiary) are material subsidiaries of the Company as on 31 st March, 2026, as per the provisions of the Listing Regulations.
Confirmations for the year 25-26
1. The Company has not:
r issued any shares, warrants, debentures, bonds, or any other convertible or non- convertible securities.
r issued equity shares with differential rights as to dividend, voting or otherwise.
r issued any sweat equity shares to its Directors or employees.
r made any change in voting rights.
r reduced its share capital or bought back shares.
r failed to implement any corporate action.
Accordingly, there was no change in the share capital of the Company.
2. The Companys securities were not suspended for trading during the year.
3. The disclosure pertaining to the explanation for any deviation or variation in connection with certain terms of a Public issue, right issue, preferential issue, etc., does not apply to the Company.
4. There were no material changes in the nature of business of the Company during the year
5. There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.
6. During the financial year under review, no amount was proposed to be transferred to the reserves.
7. The Company did not undertake any issuance of Commercial Papers during the year
8. 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 2025-26.
9. No material cybersecurity incident or data breach having a significant impact on the Companys operations, financial position or reputation was reported.
10. The Company has complied with all applicable provisions of the Companies Act, 2013, the Rules framed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws and regulations during the financial year under review. The Board confirms that adequate systems and processes are in place to monitor and ensure compliance with applicable statutory, regulatory and governance requirements across the Company and its subsidiaries.
11. Company has duly complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of the Board of Directors and General Meetings, respectively
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 31 st March, 2026, are set out in Annexure - II , which forms part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors
As on 31 st March, 2026, the Board of the Company was composed of an appropriate mix of Executive, NonExecutive and Independent Directors, in accordance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ensuring a balanced, effective and diversified governance structure. The Board comprised of 9 Directors (including 2 Women Directors), of whom 5 were Independent Directors, 1 was a Non-Executive NonIndependent Director, and 3 were Promoter Executive Directors, including the Managing Directors & CEO.
Change in Directorate:
The composition of the Board of Directors remained unchanged during the financial year under review.
However, subsequent to the close of the financial year, Mr. Satish Chandra Gupta (DIN: 00025780) and Mrs. Neeru Singh (DIN: 06987939), Independent Directors of the Company, ceased to be Directors of the Company with effect from May 6, 2026, pursuant to their resignation from the office of Director.
Further, based on the recommendation of the Nomination & Remuneration Committee and the approval of the
Board, Ms. Rima Gupta was appointed as an Independent Director of the Company with effect from April 8, 2026, for a term of five consecutive years. The appointment was approved by the Members through Postal Ballot, the voting of which concluded on April 8, 2026.
Further, based on the recommendation of the Nomination & Remuneration Committee and the approval of the Board, Mr. Ashok Kumar Arora was appointed as the Whole-time Director of the Company with effect from April 8, 2026, for a term of three consecutive years. The appointment was approved by the Members through Postal Ballot, the voting of which concluded on April 8, 2026.
Mr. Raj Kumar Jain was also appointed as an Independent Director of the Company with effect from May 14, 2026, for a term of five consecutive years, based on the recommendation of the Nomination & Remuneration Committee and the approval of the Board. The appointment was approved by the Members through Postal Ballot, the voting of which concluded on July 16, 2026.
These appointments and resignations were made in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations and are expected to further strengthen the Boards leadership, governance framework and oversight capabilities.
Re-appointment of Director(s)
Based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors, the members of the Company approved re-appointment of following directors vide postal ballot, having concluded on 8 th April 2026: -
r The re-appointment of Mr. Abhiram Seth (DIN: 00176144) as an Independent Director of the Company was approved by the Members through a Postal Ballot. He was re-appointed for a second consecutive term of five years commencing from July 22, 2026 and ending on July 21,2031.
r The re-appointment of Ms. Ambika Sharma (DIN: 08201798) as an independent director of the Company was approved by the Members through a Postal Ballot. She was re-appointed for a second consecutive term of five years commencing from March 10, 2026 to March 9, 2031.
The Board is of the opinion that the Independent Directors of your Company including those appointed/ re-appointed during the financial year ended 31 st March 2026, possess requisite qualifications, expertise and experience (including the proficiency) and they hold highest standards of integrity.
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, of Mr. Alrumaih Sulaiman Abdulrahman S (DIN: 09091328), non-executive, non-Independent Director of the Company, is liable to retire by rotation at the ensuing 36 th AGM and being eligible has offered himself for re-appointment. Based on the recommendation of Nomination & Remuneration Committee, the board has recommended for approval of members for re-appointment of Mr. Alrumaih Sulaiman Abdulrahman S at the 36 th AGM of the Company.
A brief resume, nature of expertise, details of directorships held by Mr. Alrumaih Sulaiman Abdulrahman S 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 36 th AGM.
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.
During the financial year ended 31 st March 2026, the Independent Non-Executive Directors of your Company had no pecuniary relationship or transactions with your Company, other than sitting fees, commission and reimbursement of expenses, if any.
During the financial year ended 31 st March 2026, the Company has not received any amount from the Directors of the Company.
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 Personnel for the financial year 2025-26.
Additionally, the Company obtained certificates from independent and reputed Practicing Company Secretaries confirming that:
(a) None of the Directors on the Companys 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 Companys Directors complies with all the requirements of the Companies Act, 2013, read with Schedule IV and the applicable rules, as well as the Listing Regulations.
Board Independence
The Companys 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.
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 and conditions of their appointment. 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.
The Company also arranges visits to its manufacturing plants for the Independent Directors to familiarize them with the Companys operations and provide them with a better understanding of the manufacturing processes and overall functioning of the Company. Further, pursuant to Regulation 46 of the Listing Regulations, detailed information regarding these familiarization initiatives is made available on the Companys website at the following link: https://ltfoods.com/ltfoodscms/ uploads/investors/otherscorporategovernance/ otherscorporategovernance 1786956592.pdf .
Board Effectiveness
The Board remains committed to continuous improvement in governance effectiveness and leadership oversight. During the year, a comprehensive evaluation of the Board, its Committees, the Chairman and individual Directors was conducted in accordance with applicable regulatory requirements. The evaluation assessed strategic oversight, governance effectiveness, quality of deliberations, risk management, succession planning, stakeholder engagement and Board dynamics.
The evaluation confirmed that the Board and its Committees continue to operate effectively and contribute meaningfully to the Companys strategic objectives. Feedback received through the evaluation process has been incorporated into ongoing Board development initiatives, governance enhancements and future agenda planning.
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 Companys website at the following link: https://ltfoods.com/ltfoodscms/
uploads/investors/policiesandrelateddocuments/ policiesandrelateddocuments 1732180692.pdf
Board Evaluation
In accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board conducted an annual evaluation of its performance, the performance of its Committees and individual Directors. The evaluation covered various aspects of Board effectiveness, governance, strategic oversight, risk management and stakeholder engagement. Independent Directors also reviewed the performance of the Chairperson, Non-Independent Directors and the Board as a whole. Based on the evaluation, the Board concluded that it continues to function effectively and remains committed to the highest standards of governance, accountability and long-term value creation.
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. They have 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 your Company for that period;
3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
4. They have prepared the annual accounts on a going concern basis;
5. They have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively; and
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Board and its Committees
In compliance with applicable provisions of the laws, the Company has constituted mandatory Committees, namely the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility & Environment Social Governance Committee, Risk Management Committee, and Stakeholders Relationship Committee.
The Company has also constituted a Management Committee, which is entrusted with the responsibility of considering and approving routine operational matters, including granting necessary authorizations, providing loans and advances, and undertaking such other activities as may be delegated by the Board from time to time, to ensure efficient and effective functioning of the Company.
Further in order to evaluate, review and oversee matters relating to mergers, acquisitions, investments, divestitures, demergers, restructurings, joint ventures, and other inorganic growth opportunities across the Company and its global network of subsidiaries and affiliates., the company has constituted a Merger and Acquisition Committee (M&A 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 31 st March, 2026, and the attendance record of Directors and members of the Committee at each meeting-is provided in the Report on Corporate Governance, which forms part of this Annual Report.
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 (5) 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 2025-26 are stated in the Corporate Governance Report forming part of this Annual Report.
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:
1. Mr. VijayKumar Arora- Chairman & Managing Director
2. Mr. Ashwani Kumar Arora- Managing Director & CEO
3. Mr. Surinder Kumar Arora- Managing Director
4. Mr. Sachin Gupta- Chief Financial Officer
5. Mrs. Monika Chawla Jaggia- Company Secretary & Compliance Officer
No changes in the composition of the Key Managerial Personnel of the Company were made during the year under review
Further, Mr. Ashok Kumar Arora was appointed as Whole-time Director (Key Managerial Personnel) with effect from April 8, 2026 for a term of three consecutive years, subsequent to the year end, to strengthen the management structure and enhance operational oversight.
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 35 th Annual General Meeting (AGM) of the Company, to hold office until the conclusion of the 40 th Annual General Meeting (AGM).
During the year under review, M/s. MSKA & Associates, Chartered Accountants, changed its name to M/s. MSKA & Associates LLP. Your Company intimated the said change to the Stock Exchanges where the securities of the Company are listed on January 20, 2026.
The Report issued by M/s. MSKA & Associates LLP on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026 forms part of this Annual Report. The observations and comments given by the Auditors in their Report, along with the notes forming part of the Financial Statements, are
self-explanatory and, therefore, do not require any further comments or explanations from the Board of Directors.
The Auditors report for the Financial Year 2025-26 do not contain any qualification, reservation or adverse remarks from the Auditors. Further, during the Financial Year 2025-26, the Statutory Auditors have not reported any instances of fraud to the Audit Committee or Board as per Section 143(12) of the Act accordingly, no details are required to be disclosed under Section 134(3) (ca) of the Act.
Secretarial Auditor & Secretarial Audit Report
The Secretarial Audit Report for the Financial Year 2025-26 do not contain any qualification, reservation or adverse remarks from the Auditor.
The Secretarial Audit Report in Form MR-3 is attached as Annexure IV to this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. In accordance with the terms of regulation 24A of SEBI Listing Regulations M/s. D Dixit & Associates, a peer reviewed Practicing Company Secretaries Firm (FCS No. 7218, CP No. 7871, PR-1823/2022) was appointed as the Secretarial Auditor of the Company for the first term at the 35 th Annual General Meeting (AGM) of the Company held on September 30, 2025, for a period of five (5) consecutive years commencing from the Financial Year 2025 -2026 till the Financial Year 2029-2030 M/s. D Dixit & Associates has confirmed that they are not disqualified from continuing as a Secretarial Auditor of the Company.
Further, during the Financial Year 2025-26, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act,accordingly, no details are required to be disclosed under Section 134(3) (ca) 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 your 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 had appointed M/s. Protiviti India Member Private Limited as the Internal Auditors of the Company for the financial year 2025-26.
M/s Protiviti India Member Private Limited tendered its resignation as an Internal Auditor with effect from January 27, 2026, due to pre-occupations & personal commitments.
Subsequently, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on January 28, 2026 approved the appointment of Ms. Neha Sharma, Chartered Accountant, as the Internal Auditor of the Company with effect from January 28, 2026 to hold office until the conclusion of the Financial Year 2026-27.
Internal Controls
The Company has established a strong governance framework supported by appropriate internal control mechanisms that are aligned with the scale, nature, and complexity of its business operations. These controls operate across various functions and business processes and are aimed at ensuring operational efficiency, protection of the Companys assets, effective resource management, accuracy of financial reporting, and adherence to applicable statutory and regulatory requirements.
The Companys internal control framework is supported by clearly defined policies, operating procedures, authority matrices, and monitoring mechanisms, which facilitate effective oversight and accountability across the organization. The adequacy of these controls is reviewed periodically and necessary enhancements are undertaken in line with changes in business environment, operational requirements, and regulatory expectations.
The Audit Committee plays an important role in overseeing the effectiveness of the internal control framework and periodically reviews the findings arising from internal audits, along with the status of corrective actions, wherever applicable. During the year under review, no significant concerns or material weaknesses were identified by the Internal Auditors or Statutory Auditors in relation to the effectiveness of the internal control systems.
Internal Financial Controls over Financial Reporting
The Company maintains a robust system of internal financial controls designed to ensure the integrity of financial reporting, safeguarding of assets, compliance with applicable laws and efficient conduct of business operations. The internal control framework is supported by clearly defined policies, delegated authorities, standardized operating procedures and regular monitoring mechanisms. Internal audits are conducted based on a risk-based audit plan approved by the Audit Committee.
The Audit Committee periodically reviews audit observations, management responses and corrective actions to ensure continuous strengthening of the control environment. Based on such reviews, the Board is satisfied that the Companys internal financial controls remain adequate and operating effectively.
The effectiveness of the Internal Financial Controls over financial reporting was assessed during the year based on the principles and framework 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 evaluation performed by the Management, the Company did not identify any material weaknesses or significant deficiencies in the design or operating effectiveness of such controls during the Financial Year.
The Company has established detailed work instructions, Standard Operating Procedures, policies, and processes that clearly define roles, responsibilities, and control mechanisms. The respective functional heads are responsible for ensuring compliance with applicable laws and regulations, as well as adherence to the Companys internal policies and procedures. The Companys 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 Companys ERP and allied information technology solutions provide a strong technology architecture for financial reporting controls. The Companys 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 continuously monitors developments in Accounting Standards, the Companies Act, 2013, and other applicable regulatory requirements and undertakes necessary updates to its accounting systems, processes, and financial controls to maintain compliance.
The Company follows a structured financial reporting process, wherein the quarterly financial results are reviewed by the Statutory Auditors. The Company has established accounting policies and practices to ensure consistency and uniformity in accounting treatment across its subsidiaries. The overseas subsidiaries provide the necessary financial information in the format prescribed by the Company to facilitate timely and accurate consolidation of accounts. The financial statements of the subsidiary and joint venture companies are duly audited and certified by their respective Statutory Auditors for the purpose of consolidation.
Further, the Company has implemented an audit trail mechanism for its books of accounts to enhance transparency, accountability, and compliance with applicable regulatory requirements.
Related Party Contracts and Arrangements
The Company enters into transactions with related parties, including entities directly or indirectly controlled by members of the Promoter and Promoter Group, for its business purpose. Such transactions are undertaken in accordance with the provisions of the Companies Act,
2013, the applicable SEBI Listing Regulations, the Income- tax Act, 1961, and other applicable laws and regulations.
The Company has established a comprehensive framework for review and approval of related party transactions. Prior to entering into any such transaction, appropriate evaluation is undertaken to ensure that the terms and conditions are fair, reasonable, and in the best interests of the Company. The commercial considerations applicable to related party transactions are aligned with those applicable to transactions with independent third parties.
As part of the annual planning process, the Company places before the Audit Committee, for its review and approval, the proposed related party transactions for the relevant financial year, along with details such as the nature and estimated value of transactions, basis of pricing, and other commercial terms. The approved related party transactions are subsequently placed before the Board of Directors for their noting. Directors who are interested in any related party transaction abstain from participating in the discussions and approval process relating to such transactions. During the year, any new related party transactions or modifications to previously approved limits or terms are placed before the Audit Committee for prior approval, wherever required. Further, the Audit Committee undertakes a quarterly review of related party transactions to ensure ongoing compliance with the applicable regulatory requirements and the Companys related party transaction policy.
All related party transactions entered during the financial year ended 31 st March 2026 were in the ordinary course of the business and on an arms length basis. In terms of the Act and the Rules framed thereunder read with the Listing Regulations, your Company did not enter into any material related party transactions during the financial year ended 31 st March 2026 Disclosure in Form AOC-2, as required under section 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 Companys website and can be accessed at https://ltfoods.com/ltfoodscms/ uploads/investors/policiesandrelateddocuments/ policiesandrelateddocuments 1732180742.pdf
Enterprise Risk Management
The Company acknowledges that risks are an integral part of conducting business and may influence the achievement of its strategic and operational objectives. The Company has adopted a proactive approach towards risk management by establishing a structured framework to identify, evaluate, monitor, and mitigate potential risks arising from both internal and external factors.
The Company believes that effective risk management not only enables it to manage uncertainties but also assists in identifying opportunities that contribute to sustainable growth and long-term value creation. The risk management framework is aligned with the Companys strategic objectives and is embedded across its business processes to ensure timely identification of key risks and implementation of appropriate mitigation measures.
The Company has formulated a Risk Management Policy that sets out the principles, processes, and approach for managing risks associated with its business operations. The Risk Management Committee, constituted by the Board of Directors, oversees the implementation of the risk management framework and reviews significant business and strategic risks to ensure that appropriate mitigation strategies are developed and implemented. The Audit Committee periodically reviews the effectiveness of the Companys risk management systems and processes. The Company continues to undertake periodic risk assessments to identify emerging risks and evaluate their potential impact on its business objectives. Suitable mitigation plans are developed for significant risks and are integrated with the Companys business strategies, with regular reviews conducted by the management and senior leadership team.
The Company continuously evaluates and strengthens its risk management framework to ensure that it remains responsive to changes in the business environment, regulatory landscape, and evolving complexities, thereby enhancing organizational resilience and supporting sustainable growth.
The Company has formulated and implemented a comprehensive Risk Management Policy to identify, assess, and mitigate potential risks. Based on the review and assessment undertaken by the Board of Directors and the Risk Management Committee, no significant risk or concern was identified during the Financial Year ended March 31,2026, which could materially impact the existence or continuity of the Company.
Technology, Cyber Security and Artificial Intelligence (AI)
The Company recognises cybersecurity, data privacy and responsible adoption of emerging technologies, including Artificial Intelligence (AI), as key elements of its business resilience and digital transformation agenda. As technology adoption continues to evolve across the organisation, the Company remains committed to maintaining a secure, resilient and responsible digital environment.
The Company has implemented appropriate processes and controls to safeguard its information assets, business operations and stakeholder data from evolving cyber threats. Cybersecurity risks form an integral part of the Companys enterprise risk management framework and are periodically reviewed by the Management and the Risk Management Committee. The Company continues to strengthen its cybersecurity posture through security monitoring, vulnerability assessments, access management controls, employee awareness programmes, incident response protocols and periodic reviews of critical systems and infrastructure.
The Company leverages advanced digital technologies and automation tools, including AI-enabled solutions, to enhance operational efficiency, decision-making, customer experience and business processes. The adoption of such technologies is guided by principles of security, transparency, accountability and compliance with applicable laws, regulations and internal governance standards. The Company continuously evaluates the risks and opportunities associated with AI and seeks to ensure that its deployment remains responsible, ethical and aligned with business objectives.
The Board and the Risk Management Committee are periodically apprised of significant developments relating to cybersecurity, information security and emerging technology risks, including those arising from the use of AI. The Company remains focused on strengthening its governance framework and capabilities to address evolving cyber and technology-related risks.
The Company continues to evaluate the application of Artificial Intelligence and data analytics across various functions, including supply chain management, customer engagement, quality assurance, demand forecasting and operational excellence. Appropriate governance mechanisms are being developed to promote the responsible use of AI while safeguarding data privacy, intellectual property, information security and regulatory compliance.
Company Policies
The Company has adopted various Board approved policies covering governance, ethics, compliance, risk management, remuneration, whistle blower protection , related party transactions, diversity and sustainability. The complete policies are available on the Companys website.
a. Nomination and Remuneration Policy:
b. Corporate Social Responsibility (CSR) Policy
c. Risk Management Policy
d. Policy on Materiality of Related Party Transactions and on dealing with Related party transactions
e. Policy to determine the Material Events
f. Preservation of Information & Documents Policy
g. Code of Conduct for Prevention of Insider Trading
h. Dividend Distribution Policy
i. Corporate Communication Policy
j. Board Diversity Policy
k. Diversity and Equal Opportunity Policy
l. Anti-Bribery and Anti-Corruption Policy
m. Board Evaluation Policy
n. Vigil Mechanism/Whistle Blower Policy
o. Investors Grievances Policy
p. Environmental, Social and Governance (ESG) Policy
q. Environment, Health and Safety Policy
r. Privacy Policy
s. POSH Policy
t. Tax Management and strategy
Vigil Mechanism
The Company is committed to upholding the highest standards of integrity, transparency, accountability and ethical conduct across its operations. In line with its corporate governance framework, the Company has established a Vigil Mechanism through its Whistle Blower Policy in accordance with the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Policy provides a secure and confidential mechanism for Directors, employees and other stakeholders to report genuine concerns relating to actual or suspected fraud, unethical conduct, financial or accounting irregularities, corruption, violations of applicable laws and regulations, or breaches of the Companys Code of Conduct and internal policies. The Vigil Mechanism provides adequate safeguards against victimisation and ensures that concerns are investigated in a fair, transparent and timely manner.
The Audit Committee periodically reviews the functioning and effectiveness of the Vigil Mechanism, including complaints received, investigation status and corrective actions taken, wherever applicable. No person was denied access to the Chairperson of the Audit Committee during the year under review.
During the financial year 2025-26, no complaint was received under the Vigil Mechanism and no matter remained pending as on March 31,2026.
Further details of the Vigil Mechanism and Whistle Blower Policy are provided in the Corporate Governance Report forming part of this Annual Report. The Policy is also available on the Companys website at https://ltfoods.com/ltfoodscms/ uploads/investors/policiesandrelateddocuments/ policiesandrelateddocuments 1732181043.pdf .
Prevention of Sexual Harassment at Workplace
LT Foods Limited is committed to providing a safe, inclusive, respectful and equitable work environment for all employees and maintaining a workplace free from sexual harassment, discrimination and retaliation.
The Company has constituted Internal Committees (ICs) at its manufacturing facilities and office locations, in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act). The ICs comprise trained internal members and an external member with relevant expertise and experience in matters relating to prevention and redressal of sexual harassment.
The Company follows a zero-tolerance approach towards sexual harassment and undertakes regular awareness programmes, training sessions and communication initiatives to promote a respectful workplace culture and sensitise employees on the provisions of the POSH Act and the Companys policy framework.
During the financial year 2025-26, no complaint relating to sexual harassment was received under the POSH Act and no case was pending as on March 31,2026.
The Board affirms that the Company has complied with the provisions relating to the constitution of Internal Committees under the POSH Act and has an effective mechanism in place for prevention, prohibition and redressal of complaints relating to sexual harassment at the workplace
Sustainability as a Strategic Advantage
At LT Foods, sustainability is integral to our purpose, strategy and value creation model. As a Company deeply connected to agriculture, food systems and consumer wellbeing, we recognise that long-term business success is intrinsically linked to environmental stewardship, responsible sourcing, social inclusion and strong governance.
Our approach to sustainability extends beyond compliance and is rooted in creating enduring value for all stakeholders, including farmers, consumers, employees, communities, customers, investors and future generations. Through our integrated Farm-to- Fork business model, we seek to build a resilient food ecosystem that promotes responsible agricultural practices, strengthens livelihoods, enhances food quality and reduces environmental impact.
The Company continues to align its sustainability agenda with globally emerging consumer preferences, stakeholder expectations and ESG best practices, while reinforcing its position as a trusted global food company.
The global food industry is being reshaped by increasing demand for responsibly sourced products, greater transparency across value chains, climate resilience, resource efficiency and healthier food choices. LT Foods views these evolving expectations not merely as compliance obligations but as opportunities to strengthen competitive advantage and create sustainable long-term growth.
Our sustainability framework is focused on four strategic pillars:
Responsible Sourcing and Farmer Prosperity
The Companys business is built on long-term partnerships with farming communities. Through farmer engagement programmes, sustainable sourcing initiatives and responsible agricultural practices, LT Foods continues to support improved productivity, better quality outcomes and greater income resilience across its sourcing ecosystem.
Through its integrated procurement model and strong farmer network, the Company promotes responsible cultivation practices, traceability and sustainable agricultural development that contribute to a resilient supply chain while supporting rural communities.
Climate Action and Environmental Stewardship
Climate resilience remains central to the Companys long-term strategy. LT Foods continues to invest in energy efficiency, resource optimisation, renewable energy adoption and environmentally responsible operating practices across its manufacturing and supply chain operations.
The Company remains committed to reducing its environmental footprint while enhancing operational efficiency, strengthening supply continuity and supporting long-term business sustainability.
Investments in renewable energy, efficient resource utilisation and sustainable operating practices continue to contribute to both environmental performance and business resilience.
Product Responsibility and Consumer Wellbeing
Consumer preferences across geographies continue to evolve towards healthier, safer and more transparent food choices. LT Foods remains committed to delivering high-quality food products that meet the evolving expectations of consumers while maintaining rigorous quality, food safety and traceability standards.
The Companys portfolio across premium rice, organic foods, specialty grains and convenience food solutions is aligned with the growing demand for authentic, responsible and wellness-oriented food products.
Through continuous innovation and quality assurance, LT Foods seeks to strengthen consumer trust and deliver products that support changing lifestyles and consumption preferences.
Corporate Social Responsibility
Corporate Social Responsibility remains an integral component of LT Foods commitment to inclusive and responsible growth.
The Companys CSR initiatives are designed to create sustainable impact within communities while supporting national development priorities. During FY26, CSR efforts continued to focus on areas including education, healthcare, environmental sustainability, skill development, community welfare and social enlistment.
The Company believes that meaningful social impact is achieved through long-term engagement, collaborative partnerships and measurable outcomes. Accordingly, CSR interventions are guided by the principle of creating sustainable and scalable solutions that improve quality of life and strengthen community resilience.
Details of the CSR Policy, governance framework, CSR initiatives undertaken during the year and expenditure incurred are provided in the Annual CSR Report forming part of this Report.
Governance and Responsible Business Conduct
Strong governance forms the foundation of sustainable value creation at LT Foods.
The Company maintains a robust governance framework supported by ethical business conduct, transparent decision-making processes, effective risk management systems and strong internal controls. The Board continues to provide strategic direction and oversight on ESG matters, sustainability priorities and emerging risks that may affect long-term value creation.
Through a culture grounded in integrity, accountability and compliance, LT Foods remains committed to maintaining the trust of all stakeholders while ensuring responsible business practices across its operations.
The Company has adopted various policies and frameworks covering ethics, governance, compliance, risk management, stakeholder engagement, diversity, employee welfare, whistleblower protection and responsible business conduct, which are regularly reviewed and updated in line with evolving regulatory and business requirements.
Business Responsibility and Sustainability Reporting
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR), including BRSR Core disclosures and assurance requirements applicable to the Company, forms an integral part of the Annual Report.
The BRSR provides a comprehensive overview of the Companys ESG performance, sustainability initiatives, governance practices and progress against key environmental, social and business responsibility parameters. This year Company engaged BDO India Services Private Limited, an independent assurance provider, to undertake a reasonable assurance engagement on the BRSR Core disclosures.
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 town halls.
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.
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 Companys 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
Good governance is fundamental to sustainable value creation and remains a cornerstone of LT Foods business philosophy. The Company is committed to maintaining high standards of integrity, accountability, transparency and ethical conduct across all aspects of its operations.
The governance framework is designed to support effective decision-making, safeguard stakeholder interests and ensure compliance with applicable laws and regulations.
The Board believes that strong governance practices enhance organizational resilience, improve stakeholder confidence and contribute to long-term business success. 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 2025-26, 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, 2026, in Form MGT-7, is available on the Companys website at www.ltfoods.com The Annual Return will be submitted to the Registrar of Companies within the timelines prescribed under the Act.
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 55% 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. We are planning to expand this capacity to 7 MW by replacing our Varpal Cogen Plant by 500 KW. 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 solar generation capacity of 5.2 MW (2 MW at Bahalgarh, 1.6 MW at Mandideep & 1.6 MW at Varpal) installed across our plants.
(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), O9 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. 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 70% 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.
(i) 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.
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
| Particulars | Financial Year ending 31 st March 2026 | Financial Year ending 31 st March 2025 |
| Value of Import on | ||
| CIF Basis | ||
| Capital Goods | 701.01 | 194.33 |
| Stores and Spare Parts | 60.22 | 63.37 |
| Rice | 272.83 | 445.74 |
| Other | 23.69 | - |
| Total | 1057.75 | 703.45 |
| Particulars | Financial Year ending 31 st March 2026 | Financial Year ending 31 st March 2025 |
| Expenditure in Foreign Currency | ||
| Legal and Professional Charges | 127.35 | 85.13 |
| Interest & other charges to bank | 80.10 | 0 |
| Clearing and Forwarding Expenses | 2795.73 | 4736.75 |
| Advertisement | 1281.66 | 1442.30 |
| Sales Promotion | 278.18 | 278.18 |
| Commission on export sale | 8.70 | 0 |
| Others | 228.85 | 194.80 |
| Total | 4552.40 | 6737.18 |
| Earning in Foreign Currency | ||
| FOB Value of export | 3948.93 | 163712.41 |
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 H 202018.13/- 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 2018-19, is due to be transferred to IEPF account during the financial year 2026-27.
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 Companys 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 Companys operations in the future.
During the year under review, there was also no instance of onetime settlement with any bank or financial institution.
Confirmation under the Maternity Benefit Act, 1961
During the financial year ended 31 st March 2026, your Company was in compliance with the provisions relating to the Maternity Benefit Act, 1961, as amended.
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 31 st March, 2026.
Strategic Priorities for FY27
As LT Foods continues its transformation into a global branded foods company, management will focus on the following strategic priorities during FY27:
Expand Consumer Franchise
Increase household penetration in India
Strengthen distribution reach across traditional and modern trade
Accelerate quick commerce and e-commerce expansion
Consolidate Leadership in North America
r Further strengthen Royals leadership position r Realise Golden Star integration benefits r Accelerate Ready-to-Heat category growth
Scale Europe Business
r Expand retail partnerships
r Improve operating leverage
r Progress towards profitability targets
Accelerate Growth in Saudi Arabia and GCC Markets
r Strengthen branded portfolio
r Expand foodservice presence
r Improve market penetration
Drive Digital Transformation
r Accelerate AI-enabled planning and analytics
r Improve supply chain visibility
r Enhance productivity and decision-making capability
Advance Sustainability Agenda
r Increase adoption of sustainable sourcing practices r Enhance renewable energy utilisation r Strengthen ESG performance and disclosures
Competitive Strengths Driving Long-Term Growth
The Board believes LT Foods possesses a unique combination of capabilities that provide a sustainable competitive advantage.
Strong Brand Portfolio
DAAWATr, Royalr, Golden Star and other brands enjoy strong consumer trust developed over decades, creating a powerful platform for future growth.
Integrated Farm-to-Fork Model
The Companys integrated operating model enables quality control, traceability, supply reliability and operational flexibility across markets.
Global Distribution Network
Products are sold across more than 85 countries through strong channel partnerships and diversified route-to- market capabilities.
Sustainable Sourcing Ecosystem
Long-standing farmer relationships, sustainability initiatives and responsible sourcing programmes strengthen supply resilience and support premium positioning.
Global Food Industry Expertise
With more than seven decades of experience, LT Foods possesses deep category knowledge, sourcing capabilities and consumer understanding that support long-term growth.
These strengths collectively position the Company favourably to capture opportunities emerging from premiumisation, convenience foods, health and wellness trends and the globalisation of food consumption.
Outlook: Positioned for the Next Phase of Growth
The global food industry continues to be shaped by several long-term structural trends, including premiumisation, health and wellness, convenience-led consumption, sustainability and increasing demand for authentic global cuisines.
LT Foods is strategically positioned to benefit from these evolving trends through its diversified portfolio, strong brands, global presence and integrated value chain.
India
The Company expects continued growth driven by premiumisation, distribution expansion, increasing household penetration and the rapid growth of digital commerce channels.
North America
The Companys leadership position through Royal and Golden Star provides a strong platform to expand participation across specialty rice, convenience foods and adjacent consumer categories.
Europe
Recent investments in manufacturing and supply chain infrastructure are expected to support future growth and improve profitability as scale increases.
Middle East
Expansion in Saudi Arabia and broader GCC markets provides a significant long-term opportunity for branded growth.
Emerging Growth Engines
The Companys Organic Foods platform, Ready-to-Heat and Ready-to-Cook portfolio and innovation pipeline are expected to become increasingly important contributors to future revenue and profitability.
Supported by a strong balance sheet, trusted brands, integrated operations and disciplined execution, LT Foods remains confident in its ability to deliver sustainable growth and long-term value creation for all stakeholders.
Looking Ahead
As LT Foods continues its transformation into a global branded foods company, sustainability will remain a key enabler of long-term growth and competitive differentiation.
The Company will continue to strengthen responsible sourcing practices, advance climate resilience initiatives, enhance operational sustainability, support community development and foster responsible business conduct across its value chain.
By integrating sustainability into strategy, operations and culture, LT Foods aims to create enduring value for shareholders while contributing positively to society and the environment.
Acknowledgment
As LT Foods enters the next phase of its journey, the Company is evolving from a global specialty rice leader into a diversified branded foods enterprise with multiple engines of growth.
The investments made over the past several years across brands, people, manufacturing infrastructure, international markets, sustainability and digital transformation have strengthened the Companys competitive position and created a robust platform for future growth.
While external uncertainties will continue to shape the business environment, the Board remains confident in the resilience of the Companys business model, the strength of its brands, the quality of its leadership team and the significant opportunities emerging across global food markets.
The Board expresses its sincere appreciation to all shareholders, customers, consumers, employees, farmers, partners, lenders and regulatory authorities for their continued support and confidence in LT Foods.
For and on behalf of Board of Directors of LT Foods Limited
Vijay Kumar Arora
Chairman and Managing Director
Place: Gurgaon Date: 30 th July, 2026
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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
