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LT Foods Limited — Proxy Solicitation & Information Statement 2026
Mar 9, 2026
62315_rns_2026-03-09_874f3e0f-59d8-4915-b11b-031cd2525535.pdf
Proxy Solicitation & Information Statement
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Ref-LTF/ SE/ 2025-26/
Date: March 09, 2026
To,
| BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 |
National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra(E), Mumbai – 400 051 |
|---|---|
Ref. Code: 532783. Scrip ID: LTFOODS
Subject: Postal Ballot Notice
Dear Sir,
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice being sent to the Members of the Company for seeking their approval for special business as set out in the said Notice.
In compliance with the Circulars of the Ministry of Corporate Affairs, the Notice is being sent electronically only to those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited (‘NSDL’)/ Central Depository Services (India) Limited (‘CDSL’) and who have registered their e-mail addresses in respect of electronic holdings with NSDL/CDSL through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent (RTA) i.e /s. Bigshare Services Pvt. Ltd, as on Friday, March 06, 2026 (cut-off date).
The e-Voting shall commence on Tuesday, March 10, 2026 at 09.00 A.M. (IST) and end on Wednesday, April 08, 2025 at 5.00 P.M. (IST) (both days inclusive).
The copy of the said Notice is also available on the website of the Company at www.ltfoods.com and on the website of NSDL at www.evoting.nsdl.com
Kindly take the same on record.
Yours truly, For LT Foods Limited
MONIKA Digitally signed by MONIKA JAGGIA JAGGIA Date: 2026.03.09 14:31:13 +05'30'
Monika Chawla Jaggia Company Secretary Membership No. F5150 Encl: a/a
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POSTAL BALLOT NOTICE 2025-26 1
LT FOODS LIMITED
CIN: L74899DL1990PLC041790 Regd. Office: Unit No. 134, First Floor, Rectangle-1, Saket District Center, New Delhi-110 017 Corporate Office: 4[th] Floor, MVL I-Park, Sector-15, Gurugram-122 001, Haryana Tel.: +91-124-3055100 Fax: 0124-3055199 Email id: [email protected] Website: https://ltfoods.com/
POSTAL BALLOT NOTICE
[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and MCA Circulars]
Dear Member(s),
Notice is hereby given that pursuant to the provisions of Section 110 and all other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) read together with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“ Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ Listing Regulations ”), pursuant to the Ministry of Corporate Affairs ('MCA') General Circular No. 14/2020 dated April 8, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, and various other circulars issued by the MCA and SEBI and in reference to the recent MCA General Circular No. 09/2024 dated September 19, 2024 and SEBI Circular No. SEBI/HO/ CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024 and MCA General Circular 03/2025 dated September 22, 2025 ('hereinafter collectively referred to as Circulars'), Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed by the Members of LT Foods Limited (the “ Company ”) by means of Postal Ballot, only by way of remote e-voting (“ e-voting ”) process.
In view of the aforesaid MCA Circulars, the Company is sending this Postal Ballot Notice (“ Notice ”) only by email to all its members who have registered their email addresses with the Company / M/s. Bigshare Services Pvt. Ltd, Registrar and Share Transfer Agent (“ RTA ”) or Depositories. Accordingly, no physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are being sent to the members for this Postal Ballot. The communication of the assent or dissent of the members would take place only through the remote e-voting system. If your e-mail address is not registered
with the Company/RTA/ Depositories, please follow the process provided in the Notes to receive this Notice.
The proposed resolution and the Explanatory Statement pursuant to Section 102(1) of the Act and any other applicable provisions of the Act, read with Rules framed thereunder, setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice (“ Notice ”), are annexed hereto.
In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Notice.
Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company have appointed Mr. Debasis Dixit, Proprietor, M/s. D Dixit & Associates, Practicing Company Secretaries as the Scrutinizer for conducting the postal ballot e-voting process in a fair and transparent manner.
Members are requested to carefully read the instructions mentioned under the head ‘Instructions for e-voting’ in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process, which shall commence from Tuesday, 10[th] March, 2026 at 9.00 A.M.(IST) and shall end on Wednesday, 8[th] April, 2026 at 5.00 P.M. (IST) , failing which it will be considered that no reply has been received from the Member.
The Company has engaged the services of National Securities Depository Limited (hereinafter referred to as “ NSDL ” or “ Service Provider ”) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance
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2 LT FOODS LIMITED
with the MCA Circulars, the Company has made necessary arrangements with RTA to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice. The postal ballot results will be submitted within 2 (Two) working days from the conclusion of the e-voting period to the stock exchanges in accordance with the Listing Regulations.
The Scrutinizer will submit the results of the e-voting to the Chairman or to any other person authorised by him, of the Company after completion of the scrutiny of the e-voting. The results of the Postal Ballot along with the Scrutinizer's Report will also be displayed on the website of the Company at www.ltfoods.com on the website of NSDL at www.evoting. nsdl.com and shall also be displayed at the Registered Office of the Company while simultaneously being communicated to the Stock Exchanges viz. National Stock Exchange of India Limited and BSE Limited where the equity shares of the Company are listed. The proposed resolutions, if approved, will be taken as having duly passed on the last date specified for e-voting i.e. 8[th] April, 2026 .
SPECIAL BUSINESS:
ITEM NO.1:
RE-APPOINTMENT OF MR. ABHIRAM SETH (DIN: 00176144) AS AN INDEPENDENT DIRECTOR OF THE COMPANY
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the ‘ Act ’), along with the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘ SEBI Listing Regulations ’), (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association of the Company and upon the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Mr. Abhiram Seth (DIN: 00176144), who was appointed as a Non-Executive, Independent Director of the Company with effect from July 22, 2021 for a period of 5 (five) years, and who is eligible for re-appointment and meets the criteria for independence as provided under Section 149(6) of the Act along with the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for office of Director, be and is hereby re-appointed as a Non-executive, Independent Director of
the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years commencing from 22[nd] July, 2026 to 21[st] July, 2031, upon such remuneration and commission as may be determined by the Board of Directors from time to time within the limits approved by the members.
RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the SEBI Listing Regulations and other applicable provisions, consent of the Members be and is hereby accorded for continuation of directorship Mr. Abhiram Seth (DIN: 00176144) during the aforesaid term notwithstanding that he will attain the age of 75 (seventy-five) years during the said tenure.
RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution.”
ITEM NO.2:
RE-APPOINTMENT OF MS. AMBIKA SHARMA (DIN: 08201798) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the ‘ Act ’), along with the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘ SEBI Listing Regulations ’), (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association of the Company and upon the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Ms. Ambika Sharma (DIN: 08201798), who was appointed as a Non-Executive, Independent Director of the Company with effect from March 10, 2021 for a period of 5 (five) years, and who is eligible for re-appointment and meets the criteria for independence as provided under Section 149(6) of the Act along with the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing her candidature for office of Director, be and is hereby re-appointed as a Non-executive, Independent Director of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years commencing from 10[th] March, 2026 to 9[th] March, 2031, upon such remuneration and commission as may be determined by the Board of Directors from time to time within the limits approved by the members.
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POSTAL BALLOT NOTICE 2025-26
RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution.”
ITEM NO.3:
APPOINTMENT OF MS. RIMA GUPTA (DIN: 00360408) AS AN INDEPENDENT DIRECTOR OF THE COMPANY
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the ‘ Act ’), along with the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘ SEBI Listing Regulations ’), (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association of the Company and upon the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Ms. Rima Gupta (DIN: 00360408), who meets the criteria for independence as provided under Section 149(6) of the Act along with the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing her candidature for office of Director, be and is hereby appointed as a Non-executive, Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years commencing from 8[th] April, 2026 to 7[th] April, 2031, upon such remuneration and commission as may be determined by the Board of Directors from time to time within the limits approved by the members.
RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution.”
ITEM NO.4:
APPOINTMENT OF MR. ASHOK KUMAR ARORA (DIN: 02259429) AS A WHOLE-TIME DIRECTOR OF THE COMPANY
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
RESOLVED THAT pursuant to Section 152 of the Companies Act, 2013 (the ‘Act’ ) and any other applicable provisions of the Act, and the rules made thereunder, the applicable
provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations’ ) [including any statutory modification(s) or re enactment(s) thereof for the time being in force], the Articles of Association of the Company ,upon recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Mr. Ashok Kumar Arora (DIN: 02259429), who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company for 3 (three) consecutive years with effect from 8[th] April, 2026 to 7[th] April, 2029, liable to retire by rotation.
RESOLVED FURTHER THAT pursuant to Sections 196, 197 and 203 of the Act read with Schedule V thereto and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and pursuant to Regulations 17(1C) and other applicable provisions of the Listing Regulations, the Articles of Association, Nomination and Remuneration Policy of the Company and based on the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded for the appointment of Mr. Ashok Kumar Arora (DIN: 02259429) as the Whole-Time Director designated as “Executive Director” of the Company for a period of 3 (three) consecutive years with effect from 8[th] April, 2026 till 7[th] April, 2029, liable to retire by rotation, on the terms and conditions, including remuneration [being payable solely by Daawat Foods Limited (a wholly owned subsidiary), and no remuneration being drawn from the Company for this office] set out in the draft agreement to be entered into between the Company and Mr. Ashok Kumar Arora, the material terms of which are provided in the explanatory statement enclosed to this notice, provided that the Board shall not vary or increase the overall remuneration beyond the limits approved by the Members without seeking their prior approval, save to give effect to any statutory revisions under the Act and Schedule V to the Act.
RESOLVED FURTHER THAT in the absence of profits or in the event of inadequacy of profits in any financial year during his tenure, no remuneration shall be paid for this office unless and until the Members approve such payment by way of a special resolution pursuant to Schedule V to the Act.
RESOLVED FURTHER THAT in the event of loss or inadequacy of profits any remuneration paid is in excess of the limits prescribed under the Act, such excess shall be refundable by Mr. Ashok Kumar Arora and the Company shall not waive recovery of the same except with the prior approval of the Members by way of a special resolution in terms of Sections 197(9) and 197(10) of the Act.
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4 LT FOODS LIMITED
RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and are hereby severally authorized to take all such steps and do all such acts, deeds, matters and things as may be necessary or expedient to give effect to this resolution, including making necessary filings and obtaining statutory, contractual or other approvals, and to settle any question, difficulty or doubt that may arise in this regard.
ITEM NO.5:
ALTERATION OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY
To consider and if thought fit, to pass the following
resolution as a Special Resolution:
“ RESOLVED THAT , pursuant to the provisions of Sections 4, 13, 15 and all other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to such approvals, consents, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, consents, permissions and sanctions, approval of the Members of the Company be and is hereby accorded for insertion of the below mentioned object clauses in addition to the existing object clause in the Memorandum of Association of the Company as sub clause 5 after existing sub-clause III(A)(4):
“ To acquire, promote, establish, maintain, conduct and run testing laboratory, research laboratory, experimental workshops, scientific laboratory, and other organizations for examination, analysis, investigations, test, experiment & research on behalf of government, semi government, local authorities, private bodies and general public for all kinds of food items, chemicals, edible oils, agricultural raw material and products, industrial raw material and products, water materials, including, chemicals, agricultural products, edibles, and other items of industrial, domestic or commercial use. ”
RESOLVED FURTHER THAT , the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and things and to sign all such documents and writings as may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto”.
By Order of the Board For LT Foods Limited
Sd/-
Monika Chawla Jaggia
Company Secretary & Compliance Officer Membership No. F-5150 Address: 4[th] Floor, MVL i-Park, Sector-15, Gurgaon, Haryana-122001
Place: Gurgaon Date: 26[th] February, 2026
POSTAL BALLOT NOTICE 2025-26 5
Notes and Instructions:
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An Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“ Act ”) read with Section 110 and other applicable provisions, if any of the Act read with the Rules framed thereunder concerning the Special Business in respect of Item no. 1 to 5 as set out above in respect of the resolution(s) to be passed through postal ballot by e-voting is annexed hereto.
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The Notice is being sent electronically only to those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”) and who have registered their email addresses in respect of electronic holdings with NSDL/CDSL through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agents (“RTA”) i.e. Bigshare Services Pvt. Ltd, as on Friday, March 06, 2026 (“cut-off date”).
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Members who have not yet registered their email addresses are requested to register the same with their Depository Participants in case the shares are held by them in electronic mode and with the RTA of the Company in case the shares are held by them in physical form. However, for limited purposes like receiving this Postal Ballot Notice, Members holding shares in electronic mode may register their email address with the RTA as per the process given under General Guidelines for shareholders in the e-Voting instructions of the notes to this Notice.
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Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the cut-off date shall be eligible for casting their votes through e-Voting. A person who is not a member on the cut-off date should treat this Notice for information purposes only. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date; Friday, March 06, 2026.
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It is however, clarified that all Members of the Company as on the cut-off date [including those Members who may not have received this Notice due to non-registration of their e-mail IDs with the Company’s (RTA/ Depositories)] shall be entitled to vote in relation to the resolutions specified in this Notice in accordance with the process specified hereinafter in this Notice.
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Subject to receipt of the requisite number of votes, the Resolutions shall be deemed to have been passed on the last date of e-Voting i.e. Wednesday, April 08, 2026. Further, Resolutions passed by the Members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.
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Members may download the Notice from the Company’s website at www.ltfoods.com or from NSDL’s website at www.evoting.nsdl.com A Copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com
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The Company has appointed Mr. Debasis Dixit (CP: 7871), Practicing Company Secretaries, to act as the scrutinizers, to scrutinize the e-Voting process in a fair and transparent manner. The Scrutinizers’ decision on the validity of the vote on Postal Ballot shall be final and binding.
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Corporate / Institutional Members are entitled to appoint authorized representatives to vote on their behalf on the Resolutions proposed in this Postal Ballot Notice. Institutional / Corporate Shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned, certified copy (PDF / JPG Format) of their Board or governing body’s Resolution / Authorisation, authorising their representative to vote through e-Voting, to the Scrutinizer through e-mail at [email protected]
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The Company is pleased to offer e-Voting facility to all the Members, to cast their vote electronically. The Company has availed the electronic voting platform of National Securities Depositories Limited (NSDL), to provide e-Voting facility to its Members. The detailed procedure with respect to e-Voting is mentioned in this Notice.
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Dispatch of the Notice shall be deemed to be completed on the date on which NSDL sends out the communication for the postal ballot process by e-mail to the Members of the Company. The voting shall commence on Tuesday, 10[th] March, 2026 at 9.00 A.M. (IST) and shall end on Wednesday, 8[th] April, 2026 at 5.00 P.M. (IST) (both days inclusive). During this period, Members of the Company holding shares in physical or dematerialized form as on the cut – off date may cast their vote electronically. The e-Voting module shall be disabled by NSDL for voting thereafter. Once a vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again.
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The Scrutinizer will after the conclusion of e-Voting, submit the report to the Chairperson or any other person authorised by Board and declare the result of the voting forthwith, after scrutiny of the votes cast through e-Voting and the result of the Postal Ballot shall be declared on or before Friday, April 10, 2026.
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The results declared along with the Scrutinizers’ Report shall be placed on the Company’s website www.ltfoods.com and on the websites of Stock Exchanges and NSDL. The proposed Resolutions, if
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approved, shall be deemed to have been passed on the last day of e-Voting i.e Wednesday, April 08, 2026.
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All relevant document(s) referred to in this Postal Ballot Notice are available for inspection on the Company’s website- www.ltfoods.com from the date of circulation of this Notice upto the date of declaration of Postal Ballot results.
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The vote in this Postal Ballot cannot be exercised through proxy.
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In case of joint holders, only such joint holders who are higher in the order of names will be entitled to vote.
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SEBI vide its Circular SEBI/HO/MIRSD/POD1/P/ CIR/2024/37 dated May 7, 2024 read with Circular SEBI/ HO/MIRSD/ POD-1/P/CIR/2024/81 dated June 10, 2024, stated that all the listed companies shall intimate its securities holders holding in physical mode to comply with the requirements of registration/updation of valid PAN and KYC details with them/their RTAs for the folios wherein the details are missing and are not registered. As per the Circular any request/complaint from the holder/ claimant shall be entertained only after the folio is fully KYC compliant as per the Circular. The holders are also requested to update/furnish their Nomination details.
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The instructions for the Members for e-Voting are as provided in Annexure II .
ANNEXURE I TO POSTAL BALLOT NOTICE DATED MARCH 09, 2026
STATEMENT SETTING OUT ALL MATERIAL FACTS CONCERNING THE BUSINESS TO BE TRANSACTED THROUGH POSTAL BALLOT AS STATED IN THE NOTICE DATED MARCH 9, 2026 [Pursuant to Section 102 and Section 110 of the Companies Act, 2013 and Secretarial Standard 2 ]
ITEM NO. 1
RE-APPOINTMENT OF MR. ABHIRAM SETH (DIN: 00176144) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.
In terms of the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Rules framed thereunder (the “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended (the “SEBI Listing Regulations”), the Members of the Company, at the Thirty First Annual General Meeting held on Thursday, September 30, 2021 appointed Mr. Abhiram Seth (DIN: 00176144) as a Non-executive, Independent Director of the Company for a period of 5 (five) consecutive years effective July 22, 2021 to July 21, 2026.
Accordingly, the Board of Directors at its meeting held on Thursday, 26[th] February, 2026, and based upon the recommendation of the Nomination & Remuneration Committee and considering the expertise, experience and contribution made by Mr. Abhiram Seth during his first term and based on his positive performance evaluation, approved his re-appointment as Non-Executive, Independent Director for a second term of 5 (five) consecutive years effective July 22, 2026 to July 21, 2031, (attaining the age of 75 years during the said tenure), subject to the approval of the members of the Company.
Mr. Abhiram Seth has submitted the consent for his re-appointment as an Independent Director. Further, the Company has received declarations from him confirming
that he continues to meet the criteria of Independence prescribed under sub-section (6) of Section 149 of the Act, Rules framed thereunder read with Schedule IV to the Act and the SEBI Listing Regulations.
As per the declaration received from him, Mr. Seth meets with the criteria of Independence, has not been debarred or disqualified from being appointed or continuing as Director of a Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. Also, he is not disqualified from being re-appointed as a Director in terms of Section 164 of the Act. Further, in terms of the requirements of Section 160 of the Act, the Company has received a notice in writing recommending his candidature to be appointed as a Director.
The Nomination and Remuneration Committee had previously finalized the desired attributes for the selection of the independent director(s). Based on those attributes, the Committee recommended the candidature of Mr. Abhiram Seth. In the opinion of the Board, Mr. Abhiram Seth fulfils the conditions for independence specified in the Act, the Rules made thereunder, the Listing Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company.
Nature of expertise of Mr. Abhiram Seth , in specific areas are as follows:
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(i) Leadership – Guiding as a leader, deep understanding of complex business processes, environment, risk management and ability to visualize and manage change.
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(ii) Regulatory requirements - Knowledge and experience in regulatory requirements affecting the Company.
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(iii) Visioning and Strategic Planning – Understanding sustainable and profitable growth strategies in the
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changing business environment. Ability to assess the strengths and weaknesses of the Company and advise on strategies to gain competitive advantage.
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(iv) Governance - Strategic thinking, decision making and protecting the interest of all stakeholders. Ability to identify key risks affecting the governance of the Company.
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(v) Financial Management and Accounting - Expertise in understanding financial functions and deep knowledge of accounting, finance and treasury for the Company’s financial health.
Brief profile of Mr. Abhiram Seth , being proposed for appointment, is as under:
Mr. Abhiram Seth is the Founder of Aquagri, an enterprise focused on promoting Aqua Agriculture through self-help groups, amongst the coastal communities. Until March 2008, he was the Executive Director – Exports and External Affairs for PepsiCo India. Starting in 1993, he led Pepsico’s exports and agricultural development efforts in India. He graduated in Economics from Delhi University and did his Masters in Management Studies from Jamnalal Bajaj Institute, Bombay University with a specialization in marketing. He has chaired the Water Committee of FICCI, the Food Regulatory Committee of CII, and has also been the President of Confederation of Indian Food Trade & Industry (CIFTI). He is also actively associated in the Foreign Trade and Agriculture/ Food Processing work of various apex bodies of Chambers of Commerce
The Board noted that Mr. Abhiram Seth skills, background and experience are aligned to the role and capabilities identified by the Committee and that he is eligible for appointment as an Independent Director. The Board was satisfied that the appointment of Mr. Abhiram Seth is justified and would immensely benefit the Company.
Further, Mr. Abhiram Seth has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company.
Mr. Abhiram Seth will be paid remuneration as per the provisions of Section 197 of the Act, by way of fee for attending meetings of the Board or Committees thereof, within the limits stipulated under the Act as approved by the Board and shall be reimbursed for expenses incurred for participating in such meetings.
A copy of the draft letter for the appointment of Abhiram Seth as an Independent Director is available for inspection on the website of the Company from the date of dispatch of the notice up to the last date of voting.
The profile and specific areas of expertise of Mr. Abhiram Seth and other relevant information as required under Listing Regulations and Secretarial Standard -2 issued by the Institute of Company Secretaries of India are
provided as Annexure. Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 read with Regulation 17 (1A) of SEBI (Listing Regulations), approval by way of Special Resolution is sough for Mr. Abhiram Seth, who would be attaining 75 years of age during the tenure.
Except Mr. Abhiram Seth, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in passing of the resolution set out in Item No. 1 of this Notice. Further, the relatives of Mr. Seth are also deemed to be interested in this resolution, to the extent of their shareholding in the Company, if any.
The Board recommends the special resolution as set out in Item no. 1 of this notice for the approval of Members.
ITEM NO. 2
RE-APPOINTMENT OF MS. AMBIKA SHARMA (DIN: 08201798) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.
In terms of the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Rules framed thereunder (the “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended (the “SEBI Listing Regulations”), the Members of the Company, at the Thirty First Annual General Meeting held on Thursday, September 30, 2021 appointed Ms. Ambika Sharma (DIN: 08201798) as a Non-executive, Independent Director of the Company for a period of 5 (five) consecutive years effective from March 10, 2021 to March 9, 2026.
Accordingly, the Board of Directors at its meeting held on Thursday, 26[th] February, 2026, and based upon the recommendation of the Nomination & Remuneration Committee and considering the expertise, experience and contribution made by Ms. Ambika Sharma during her first term and based on her positive performance evaluation, approved her re-appointment as NonExecutive, Independent Director for a second term of 5 (five) consecutive years effective March 10, 2026 to March 9, 2031, subject to the approval of the members of the Company.
Ms. Ambika Sharma has granted the consent for her reappointment as an Independent Director. Further, the Company has received declarations from her confirming that she continues to meet the criteria of Independence prescribed under sub-section (6) of Section 149 of the Act, Rules framed thereunder read with Schedule IV to the Act and the SEBI Listing Regulations.
As per the declaration received from her, Ms. Sharma meets with the criteria of Independence, has not been debarred or disqualified from being appointed or continuing as Director of a Company by the Securities and Exchange Board of India, Ministry of Corporate
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8 LT FOODS LIMITED
Affairs or any such other Statutory Authority. Also, she is not disqualified from being re-appointed as a Director in terms of Section 164 of the Act. Further, in terms of the requirements of Section 160 of the Act, the Company has received a notice in writing recommending her candidature to be appointed as a Director.
The Nomination and Remuneration Committee had previously finalized the desired attributes for the selection of the independent director(s). Based on those attributes, the Committee recommended the candidature of Ms. Ambika Sharma. In the opinion of the Board, she fulfils the conditions for independence specified in the Act, the Rules made thereunder, the Listing Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company.
Nature of expertise of Ms. Ambika Sharma , in specific areas are as follows:
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i. Leadership – Guiding as a leader, deep understanding of complex business processes, environment, risk management and ability to visualize and manage change.
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ii. Regulatory requirements - Knowledge and experience in regulatory requirements affecting the Company.
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iii. Visioning and Strategic Planning – Understanding sustainable and profitable growth strategies in the changing business environment. Ability to assess the strengths and weaknesses of the Company and advise on strategies to gain competitive advantage.
-
iv. Governance - Strategic thinking, decision making and protecting the interest of all stakeholders. Ability to identify key risks affecting the governance of the Company.
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v. Financial Management and Accounting - Expertise in understanding financial functions and deep knowledge of accounting, finance and treasury for the Company’s financial health.
Brief profile of Ms. Ambika Sharma , being proposed for appointment, is as under:
Ms. Ambika Sharma is Managing Director for India at the U.S.-India Business Council. Prior to this position, she was the Director General – International at the Federation for Indian Chambers of Commerce and Industry (FICCI). During her three decade career, she led a number of innovative and impactful initiatives at FICCI across the Americas, Europe, Asia Pacific and Oceania, Africa and Foreign Trade Policy Division teams. At FICCI, She was responsible for aligning the international agenda with the organization’s domestic strategy. She worked closely with the Government of India, representing FICCI at bilateral and regional level deliberations and led conceptualization
and implementation of mega programs at the national and international levels. In 2016, she also served as a member of the Executive Council of Bureau of Indian Standards (BIS) to represent industry and support BIS in the activities of standardization, marking and quality certification of goods and related matters. She holds a degree in Business Economics from India’s prestigious Delhi University, where she graduated summa cum laude with a Gold Medal. She has participated in a number of Executive Training programs conducted by the EU, senior leadership management programs at institutions such as XLRI, Jamshedpur, and worked with the FICCI Women on Corporate Boards (WCB) initiative.
The Board noted that Ms. Ambika Sharma’s skills, background and experience are aligned to the role and capabilities identified by the Committee and that she is eligible for appointment as an Independent Director. The Board was satisfied that the appointment of Ms. Ambika Sharma is justified and would immensely benefit the Company.
Further, Ms. Ambika Sharma has confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties as an Independent Director of the Company.
Ms. Ambika Sharma will be paid remuneration as per the provisions of Section 197 of the Act, by way of fee for attending meetings of the Board or Committees thereof, within the limits stipulated under the Act as approved by the Board and shall be reimbursed for expenses incurred for participating in such meetings.
A copy of the draft letter for the appointment of Ms. Ambika Sharma as an Independent Director is available for inspection on the website of the Company from the date of dispatch of the notice up to the last date of voting.
The profile and specific areas of expertise of Ms. Ambika Sharma and other relevant information as required under Listing Regulations and Secretarial Standard -2 issued by the Institute of Company Secretaries of India are provided as Annexure.
Except Ms. Ambika Sharma, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in passing of the resolution set out in Item No. 2 of this Notice. Further, the relatives of Ms. Ambika Sharma are also deemed to be interested in this resolution, to the extent of their shareholding in the Company, if any.
The Board recommends the special resolution as set out in Item no. 2 of this notice for the approval of Members.
POSTAL BALLOT NOTICE 2025-26 9
ITEM NO. 3
APPOINTMENT OF MS. RIMA GUPTA (DIN: 00360408) AS AN INDEPENDENT DIRECTOR OF THE COMPANY
In terms of the provisions of Section 161 of the Act and based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on Thursday, 26[th] February, 2026, has appointed Ms. Rima Gupta (DIN: 00360408) as a NonExecutive Director in the capacity of an Independent Director of the Company for a term of 5 (five) consecutive years commencing from 8[th] April, 2026 to 7[th] April, 2031, subject to the approval of the members of the Company.
The Company has received the following details/ documents from Ms. Rima Gupta:
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Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (“the Appointment Rules”);
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Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that she is not disqualified under sub section (2) of Section 164 of the Act;
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A declaration to the effect that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”);
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Declaration pursuant to BSE Circular No. LIST/ COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018, that she has not been debarred from holding office of a director by virtue of any order passed by SEBI or any other such authority;
-
Confirmation that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge her duties as an Independent Director of the Company;
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A declaration that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of independent directors maintained by the Indian Institute of Corporate Affairs.
The Company has received a notice in writing by a member proposing her candidature under Section 160 of the Act.
The Nomination and Remuneration Committee had previously finalized the desired attributes for the selection of the independent director(s). Based on those attributes, the Committee recommended the candidature of Ms. Rima Gupta. In the opinion of the Board, Ms. Rima
Gupta fulfils the conditions for independence specified in the Act, the Rules made thereunder, the Listing Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company.
Nature of expertise of Ms. Rima Gupta , in specific areas are as follows:
-
vi. Leadership – Guiding as a leader, deep understanding of complex business processes, environment, risk management and ability to visualize and manage change.
-
vii. Regulatory requirements - Knowledge and experience in regulatory requirements affecting the Company.
-
viii. Visioning and Strategic Planning – Understanding sustainable and profitable growth strategies in the changing business environment. Ability to assess the strengths and weaknesses of the Company and advise on strategies to gain competitive advantage.
-
ix. Governance - Strategic thinking, decision making and protecting the interest of all stakeholders. Ability to identify key risks affecting the governance of the Company.
-
x. Financial Management and Accounting - Expertise in understanding financial functions and deep knowledge of accounting, finance and treasury for the Company’s financial health.
Brief profile of Ms. Rima Gupta , being proposed for appointment, is as under:
Ms. Rima Gupta is a seasoned marketing and brand strategy professional with nearly four decades of professional experience, including 26 years in strategic marketing consulting across diverse sectors such as FMCG, IT services, hospitality, automobiles, and education. An alumna of Indian Institute of Management Calcutta and Lady Shri Ram College, she combines strong academic credentials with deep industry insight. Her core expertise spans brand building, design thinking, and marketing capability development. Over the years, she has advised and worked with leading organizations including Nestlé, ITC Limited, Tata Motors, Unilever, Dabur, Godrej Group, and Aditya Birla Group. She is the Founder of Open Doors Consult and has previously held leadership roles at Kantar Consulting, Solutions Digitas, Deloitte, and Procter & Gamble. In addition to her consulting work, she is a visiting faculty member and a certified leadership facilitator.
The Board noted that Ms. Rima Gupta’s skills, background and experience are aligned to the role and capabilities identified by the Committee and that she is eligible for appointment as an Independent Director. The Board was satisfied that the appointment of Ms. Rima Gupta is justified and would immensely benefit the Company.
Further, Ms. Rima Gupta has confirmed that she is not aware of any circumstance or situation which exists
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10 LT FOODS LIMITED
or may be reasonably anticipated that could impair or impact her ability to discharge her duties as an Independent Director of the Company.
Ms. Rima Gupta will be paid remuneration as per the provisions of Section 197 of the Act, by way of fee for attending meetings of the Board or Committees thereof, within the limits stipulated under the Act as approved by the Board and shall be reimbursed for expenses incurred for participating in such meetings.
A copy of the draft letter for the appointment of Ms. Rima Gupta as an Independent Director is available for inspection on the website of the Company from the date of dispatch of the notice up to the last date of voting.
The profile and specific areas of expertise of Ms. Rima Gupta and other relevant information as required under Listing Regulations and Secretarial Standard -2 issued by the Institute of Company Secretaries of India are provided as Annexure.
Except Ms. Rima Gupta, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in passing of the resolution set out in Item No. 3 of this Notice. Further, the relatives of Ms. Rima Gupta are also deemed to be interested in this resolution, to the extent of their shareholding in the Company, if any.
The Board recommends the special resolution as set out in Item no. 3 of this notice for the approval of Members.
Item No. 4
APPOINTMENT OF MR. ASHOK KUMAR ARORA (DIN: 02259429) AS WHOLE-TIME DIRECTOR OF THE COMPANY.
The Board of Directors (“Board”), at its meeting held on Thursday, 26[th] February 2026, upon the recommendation of the Nomination and Remuneration Committee (“NRC”) and with the prior approval of the Audit Committee with respect to the remuneration arrangement described below, recommended to the members of the Company the appointment of Mr. Ashok Kumar Arora (DIN: 02259429) as Whole-time Director, designated as Executive Director of the Company for a term of three (3) years effective from 8[th] April, 2026 to 7[th] April, 2029, liable to retire by rotation.
The Company confirms that Mr. Arora satisfies the conditions specified in Section 196(3) of the Companies Act, 2013 and is not disqualified from being appointed as a director under Section 164 of the Act and the appointment is in accordance with the Nomination and Remuneration Policy of the Company.
Detailed explanation and justification pursuant to
Regulation 17(1C)(b) of the Listing Regulations:
- The approval of members is being sought at this Meeting for the appointment of Mr. Ashok
Kumar Arora as a Whole-time Director, designated as Executive Director (“ED”). The Nomination & Remuneration Committee (“NRC”) and the Board provide the following explanation and justification pursuant to Regulation 17(1C) (b) for recommending this appointment.
-
The Company’s near-to-medium-term priorities emphasise disciplined execution across manufacturing and supply chain, plant productivity, quality and safety, throughput, and working-capital effectiveness, amid evolving regulatory expectations and growth plans. The Board’s periodic review under the NRC Policy identified the need to strengthen operating-level accountability without altering strategic control.
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The ED mandate is expressly operations-focused and distinct from the existing Managing Directors’ responsibilities for enterprise strategy and market development. This segregation avoids overlap, clarifies decision rights between plant-level delivery and enterprise leadership, and enhances transparency in performance outcomes. The office is liable to retire by rotation, reinforcing periodic shareholder oversight.
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Mr. Arora will continue to get the same remuneration which he was earlier receiving as a President -Punjab solely from the wholly owned subsidiary, Daawat Foods Limited; no remuneration will be paid by the listed entity.
-
Post this appointment, the Board will continue to have a majority of non-executive directors with independent directors chairing key committees, and the Company will remain compliant with Regulation 17 of the Listing Regulations. The proposed construct does not change Board control or committee independence.
Pursuant to the NRC Policy, the NRC and the Board undertook a reassessment of executive leadership requirements in the context of the Company’s operational priorities, business plans, regulatory environment and long-term strategic objectives. Based on this assessment, the NRC, at its meeting held on February 26, 2026, recommended, and the Board, at its meeting held on February 26, 2026, approved the proposal to appoint Mr. Ashok Kumar Arora as a Whole-time Director (Executive Director) for the term of three years with effect from April 8, 2026, subject to the members’ approval.
Brief profile of Mr. Ashok Kumar Arora is provided below:
Brief Profile:
Mr. Ashok Kumar Arora is one of the founding promoters and has been a key contributor to the Company’s growth. He serves as a Managing Director on the board of Daawat Foods Limited (a wholly owned subsidiary) and, along with his brothers, has been part of the LT Group since inception. At LT Foods Limited, he is designated President – Punjab
POSTAL BALLOT NOTICE 2025-26 11
Operations. He brings deep expertise in product sourcing, strategic procurement, external partner relationship management, and joint business planning/value creation with retailers and other counterparties. He has consistently led operational execution, ensuring adequate resourcing and delivery discipline, with experience across both domestic and international markets. As part of the leadership team, his focus has been on plant level performance and supply chain delivery.
In view of the above, the Board considers that appointing Mr. Arora as a Whole time Director (Executive Director) with an operations focused remit will deepen execution capacity and clarify accountability at the plant and supply chain level, without altering the existing MD architecture or strategic decision making lines. The appointment is liable to retire by rotation, and hence preserves board balance and strengthens governance discipline.
The broad particulars of the terms of appointment of and remuneration payable to Mr. Ashok Kumar Arora are as under:
B. Remuneration – payable only by subsidiary; no remuneration from the parent Company for this office:
(a) Salary, Perquisites and Allowances (per annum):
Remuneration of Rs. 2.80 crore per annum (Rs. 2.30 crores of fixed pay and Rs. 50 lacs of variable pay), payable solely by Daawat Foods Limited (“DFL”). Any annual revision, if approved by the Nomination and Remuneration Committee (‘NRC’), shall remain within the overall statutory limit. The remuneration being proposed to be given is continuing and has already approved by Audit Committee as related party transaction under Regulation 23 of the Listing Regulations.
(b) Retirement and other benefits:
DFL’s contributions, if any, to provident fund, superannuation/annuity fund, gratuity, medical and other reimbursements, leave encashment and other benefits, as per DFL policies and applicable law, shall be in addition to the fixed pay in (a) above and borne by DFL; there will be no liability on LT Foods Limited for this office. (For the avoidance of doubt, reimbursement of reasonable business expenses incurred solely for the performance of duties, against actuals and in line with DFL policy, shall not constitute “remuneration” for the purposes of Section 197 of the Act)
Further, being a promoter of the Company, the appointee shall not be eligible to participate in any Employee Stock Option Scheme (‘ESOS’) of the Company in terms of applicable SEBI regulations.
Rs. 5 crore per annum unless Members approve a higher limit.
(d) Minimum Remuneration:
In the absence of profits or in the event of inadequacy of profits in any financial year during his tenure, no remuneration shall be paid for this office unless and until the Members approve such payment by way of a special resolution pursuant to Schedule V to the Act.
Any remuneration paid is in excess of the limits prescribed under the Act, such excess shall be refundable by Mr. Arora and the Company shall not waive recovery of the same except with the prior approval of the Members by way of a special resolution in terms of Sections 197(9) and 197(10) of the Act.
(e) General:
-
i. The WTD shall perform such duties as shall be entrusted to him by the Board from time to time.
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ii. The WTD shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors.
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iii. The WTD shall adhere to the Company’s Code of Conduct.
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iv. The office of the Whole-Time Director may be terminated by the Company or by him by giving 3 (three) months’ prior notice in writing.
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v. He shall not be paid any sitting fees for attending meetings of the Board or Committee thereof.
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vi. The period of office of Mr. Arora shall be liable to determination by retirement of directors by rotation. If Mr. Arora is re-appointed as a Director, immediately on retirement by rotation, he shall continue to hold office of the Whole-time Director, designated as “Executive Director” and such re-appointment as a Director shall not be deemed to constitute break in his appointment as the Whole-time Director, designated as “Executive Director”.
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(f) Disclosures:
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i. In accordance with Section 197(14) of the Act, disclosure in respect of remuneration received by Mr. Arora from the subsidiary will be made in the Board’s Report of the Company.
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ii. The Company will include this arrangement in its half yearly RPT disclosure as required under Regulation 23(9) of the Listing Regulations.
(c) Absolute Threshold:
The total remuneration for this office (fixed + variable), payable solely by DFL, shall not exceed
The above may be treated as a written memorandum setting out the terms of appointment of Mr. Arora under Section 190 of the Act.
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12 LT FOODS LIMITED
Further, based on the recommendation of the Nomination and Remuneration Committee, and given his expertise, knowledge and experience, the Board has considered the appointment of Mr. Ashok Kumar Arora as Whole time Director (Executive Director) will be beneficial to the Company. Mr. Arora is related to the promoter directors of the Company and is himself a promoter of the Company.
Details of Mr. Ashok Kumar Arora, as required under the applicable provisions of the Listing Regulations and the Secretarial Standard on General Meetings (SS 2) issued by the Institute of Company Secretaries of India, are provided in the Annexure to this Postal Ballot Notice.
The Company has received a notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director. The Company has also received from Mr. Arora (i) consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; (ii) intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Mr. Arora has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as the Whole-time Director of the Company and that he is not debarred from holding the office of a Director by virtue of any order passed by SEBI or any such authority.
Mr. Ashok Kumar Arora is interested in the resolution at Item No. 4 to the extent of his appointment and remuneration.
Mr. Vijay Kumar Arora (Chairman & Managing Director), Mr. Ashwani Kumar Arora (Managing Director & CEO) and Mr. Surinder Kumar Arora (Managing Director), being related to Mr. Ashok Kumar Arora, may be deemed to be interested in this resolution. The relatives of the aforesaid persons may also be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.
Save and except for the above, none of the other Directors/ Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.
The Board recommends the Ordinary Resolution set out at Item No. 4 of this Postal Ballot Notice for approval by the members.
ITEM NO. 5
ALTERATION OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY
The Company is presently engaged in the food business and is already operating laboratory facilities for in-
house testing of its products to ensure compliance with applicable quality and safety standards.
In order to strategically expand and leverage these existing laboratory facilities, the Board of Directors at its meeting held on Thursday, 26[th] February, 2026, subject to approval of the members of the Company, considered and approved a proposal to commercially utilise the said laboratory infrastructure by offering testing and allied services to third-party clients. The Board believes that such commercial utilisation of the Company’s laboratory capabilities will facilitate growth and will be in the best interests of the Company and its shareholders.
To enable the Company to undertake these activities, it is proposed to amend the Object Clause of the Memorandum of Association (“ MoA ”) by inserting a new Sub-Clause III(A)(5) under the Main Objects to expressly provide for setting up and conducting food testing commercial laboratories and related services as part of the Company’s objects.
The proposed alteration will allow the Company to undertake testing, analytical, quality assurance, certification, inspection and allied services for third parties, which are ancillary and complementary to the Company’s existing business and will contribute to growth and additional revenue streams.
Further, the Board is informed that in terms of the provisions of Section 13 of the Companies Act, 2013 and Rules made thereunder, approval of the Members of the Company is required by way of Special Resolution for alteration of Object Clauses of MOA of the Company. Draft copy of the revised MOA of the Company (with proposed changes) will be placed on website of the Company for inspection by the Members upto the last date of remote e-voting.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution except to the extent of their shareholding, if any, in the Company.
The Board recommends the special resolution as set out in Item no. 5 of this notice for the approval of Members.
By Order of the Board For LT Foods Limited
Sd/-
Monika Chawla Jaggia
Company Secretary & Compliance Officer Membership No. F-5150
Address: 4[th] Floor, MVL i-Park, Sector-15, Gurgaon, Haryana-122001
Place: Gurgaon Date: 26[th] February, 2026
POSTAL BALLOT NOTICE 2025-26 13
Annexure
DETAILS OF DIRECTOR AS REQUIRED UNDER REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AND SECRETARIAL STANDARD -2 ON GENERAL MEETINGS:
| Particulars | Mr. Abhiram Seth | Ms. Ambika Sharma | Ms. Rima Gupta | Mr. Ashok Kumar Arora |
|---|---|---|---|---|
| DIN | 00176144 | 08201798 | 00360408 | 02259429 |
| Nationality | Indian | Indian | Indian | Indian |
| Date of first appointment on the Board |
22ndJuly, 2021 | 10thMarch, 2021 | 8thApril, 2026 | 8thApril, 2026 |
| Age | 74years | 63years | 62years | 66years |
| Last gross remuneration including sitting fees (Paid for the financial year 2024-25) |
4,60,000 | 5,55,000 | Not Applicable | Not Applicable (The remuneration is paid from the wholly owned subsidiary of the Company i.e Daawat Foods Limited.) |
| Qualifications & expertise in specific functional area including the skills and capabilities required for the role and the manner in which the proposed person meets such requirements |
• Graduate in Economics from Delhi University • Master’s in Management Studies (Marketing Specialisation) from Jamnalal Bajaj Institute, Bombay University |
• Degree in Business Economics from Delhi University (Graduated summa cum laude with Gold Medal) • Executive leadership training: 1. EU executive programs 2. Senior leadership programs at XLRI, Jamshedpur |
• Graduate in B.com (Hons) from Lady Shriram College, New Delhi • Post Graduate Diploma in Management (PGDM) from Indian Institute of Management., Calcutta. |
• Bachelor’s in Arts from Guru Nanak Dev University and is having experience of more than 45 years in the industry. • Operations leadership; product sourcing & strategic procurement; external partner relationship management; joint business planning; supply chain delivery; quality & safety; working capital discipline. |
| Experience | • Founder of Aquagri (enterprise promoting aqua agriculture through self- help groups) • Former Executive Director – Exports & External Affairs, PepsiCo India (till March 2008) • Led PepsiCo’s exports and agricultural development efforts in India (from 1993 onwards) |
• Managing Director (India) – U.S.-India Business Council • Former Director General – International, FICCI • Over 30 years of experience in: 1. International trade and economic relations 2. Foreign trade policy 3. Bilateral and regional engagements |
• Marketing and brand strategy expert with nearly 40 years of professional experience with 26 years in strategic marketing consulting across diverse sectors including FMCG, IT, hospitality, automobiles, education, and others. |
• Associated with LT Group since inception; currently President – Punjab Operations (LT Foods Limited) and Managing Director, Daawat Foods Limited (wholly owned subsidiary); • Extensive experience across FMCG operations, sourcing, partner management, joint business planning and value creation with retailers; exposure across developed and emerging markets. |
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14 LT FOODS LIMITED
| Particulars | Mr. Abhiram Seth | Ms. Ambika Sharma | Ms. Rima Gupta | Mr. Ashok Kumar Arora |
|---|---|---|---|---|
| • Former Chairman: 1. Water Committee – FICCI 2. Food Regulatory Committee – CII • Former President – Confederation of Indian Food Trade & Industry (CIFTI) • Actively associated with foreign trade and agriculture/ food processing policy initiatives |
• Former Member, Executive Council – Bureau of Indian Standards (BIS) • Associated with FICCI Women on Corporate Boards initiative |
• Expertise in: Brand building, Design thinking, Marketing capability development • Has worked with leading organizations such as: Nestle, ITC Limited, Tata Motors, Unilever, Dabur, Godrej Group, Aditya Birla Group. • Founder of Open Doors Consult. • Former leadership roles at: Kantar Consulting, Solutions Digitas, Deloitte, Procter & Gamble • Visiting faculty member and certified leadership facilitator. |
||
| Relationship with other Directors, Manager and other Key Managerial Personnel of the Company |
There is no inter- se relationship between Mr. Abhiram Seth, other Members of the Board and Key Managerial Personnel of the Company. |
There is no inter-se relationship between Ms. Ambika Sharma, other Members of the Board and Key Managerial Personnel of the Company. |
There is no inter-se relationship between Ms. Rima Gupta, other Members of the Board and Key Managerial Personnel of the Company. |
Brother of Mr. Vijay Kumar Arora,Chairman & Managing Director, Mr. Surinder Kumar Arora, Managing Director and Mr. Ashwani Kumar Arora, Managing Director & CEO. |
| Number of Meetings of the Board attended during the financial year 2025-26 |
4 | 4 | NA | 4 (designated as President-Punjab Operations) |
| Directorships held in other Public Limited Companies in India |
1. Ion Exchange Enviro Farms Limited 2. Daawat Foods Limited 3. Aquanomics Systems Limited 4. Varun Beverages Limited |
1. Nature Bio-Foods Limited 2. Ecopure Specialities Limited 3.Great Eastern Energy Corporation Limited 4. Daawat Foods Limited |
NIL |
1. Daawat Foods Limited |
-
Kajaria Ceramics Limited
-
Indo Count Industries Limited
POSTAL BALLOT NOTICE 2025-26 15
| Particulars | Mr. Abhiram Seth | Ms. Ambika Sharma | Ms. Rima Gupta | Mr. Ashok Kumar Arora |
|---|---|---|---|---|
| 7. Waaree Renewable Technologies Limited 8. Panacea Biotec Limited 9. Aditya Infotech Limited |
||||
| Resignation from the directorship of the listed companies in thepast threeyears |
ION EXCHANGE (INDIA) LIMITED |
INDOSOLAR LIMITED (Additional Director-20/09/2024) |
NA | NA |
| Chairmanships / Membership of Committees in other public limited companies in India |
1. Daawat Foods Limited -ACM (Chairman) -NRC (Member) -CSR (Member) 2. Ion Exchange Projects & Engineering Ltd. -ACM (Member) -NRC (Member) |
1. Daawat Foods Limited -ACM (Member) -NRC (Member) -CSR (Member) 2. Waaree Renewable Technologies Limited -ACM (Member) -NRC (Member) -SRC (Chairperson) 3. Kajaria Ceramics Limited -NRC (Member) -RMC (Member) 4. Great Eastern Energy Corporation Limited -ACM (Member) -NRC (Member) -CSR (Member) 5. Aditya Infotech Limited -NRC (Member) -CSR (Member) 6. Nature Bio-Foods Limited -ACM (Member) -NRC (Chairperson) -CSR (Chairperson) |
Nil |
NOTICE
16 LT FOODS LIMITED
| Particulars | Mr. Abhiram Seth | Ms. Ambika Sharma | Ms. Rima Gupta | Mr. Ashok Kumar Arora |
|---|---|---|---|---|
| 7. Panacea Biotec Limited -ACM (Member) -NRC (Chairperson) -SRC (Chairperson) 8. Indo Count Industries Limited -ACM (Member) -NRC (Member) -CSR(Member) |
||||
| Shareholding in the Company (No. of shares) (As on December 31, 2025) |
50,700 | Nil | Nil | 2,29,86,920 |
| Terms and conditions of appointment/ re-appointment and remunerations |
Re-appointment as an Independent Director of the Company for a second term of 5 (five) consecutive years effective July 22, 2026 to July 21, 2031 on terms and conditions as specified in this Notice. Mr. Seth, being an Independent Director, shall continue to receive the sitting fees for attending the Board and Committee meetings as may be approved by the Company, from time to time. |
Re-appointment as an Independent Director of the Company for a second term of 5 (five) consecutive years effective March 10, 2026 to March 09, 2031 on terms and conditions as specified in this Notice. Ms. Sharma, being an Independent Director, shall continue to receive the sitting fees for attending the Board and Committee meetings as may be approved by the Company, from time to time |
Appointment as an Independent Director of the Company for a term of 5 (five) consecutive years effective April 08, 2026 to April 07, 2031 on terms and conditions as specified in this Notice. Ms. Gupta, being an Independent Director, shall continue to receive the sitting fees for attending the Board and Committee meetings as may be approved by the Company, from time to time. |
The details have been enumerated in Item No. 4 of the Notice and the explanatory statement for the Item No. 4 of the Notice |
POSTAL BALLOT NOTICE 2025-26 17
ANNEXURE II
How do I vote electronically using the NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step1: Access to NSDL e-Voting system
A) Login method for e-Voting for Individual shareholders holding securities in demat mode.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in Demat mode is given below:
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Type of Shareholders Login Method Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl. Shareholders holding com either on a Personal Computer or on a mobile. On the e-Services home page click securities in demat on the “ Beneficial Owner ” icon under “ Login ” which is available under ‘ IDeAS ’ section, mode with NSDL. this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “ Access to e-Voting ” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
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If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “ Register Online for IDeAS Portal ” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
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Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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NOTICE
18 LT FOODS LIMITED
| Type of Shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with CDSL |
1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiestarehttps://web. cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi. 2. AftersuccessfulloginofEasi/EasiesttheuserwillbealsoabletoseetheE-Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available athttps:// web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Votingis inprogress. |
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through yourDepositoryParticipantregisteredwithNSDL/CDSLfore-Votingfacility.uponlogging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.
Helpdesk for Individual Shareholders holding securities in Demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at 022 - 4886 7000 and 022 - 2499 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at toll free no. 1800 22 55 33 |
- B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-into NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID ,your Password/OTP and a Verification Code as shown on the screen.
Alternatively ,if you are registered for NSDL e-services i.e. IDEAS ,you can login at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
POSTAL BALLOT NOTICE 2025-26 19
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Your User ID details are given below:
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Manner of holding shares i.e. Your User ID is:
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Demat (NSDL or CDSL) or Physical a) For Members who hold 8 Character DPID followed by 8 Digit Client ID shares in demat account with For example if your DPID is IN300 and ClientID is 12then your NSDL. user ID is IN30012**.
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b) For Members who hold 16 Digit Beneficiary ID shares in demat account with ForexampleifyourBeneficiary ID is 12**then your user ID is CDSL. 12**
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c) For Members holding shares EVEN Number followed by Folio Number registered with the Company in Physical Form. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your‘ initial password’?
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(i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .Pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a) Click on “ Forgot User Details/Password? ” (If you are holding shares in your demat account with NSDL or CDSL) optionavailable on www.evoting.nsdl.com.
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b) Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.
Step2: Cast your vote electronically on NSDL e-Voting system.
How to cast your vote electronically on NSDL e-Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is active.
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Select “EVEN” of the Company to cast your vote during the remote e-Voting period.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully ” will be displayed.
NOTICE
20 LT FOODS LIMITED
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You can also take the print out of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution , you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on " Upload Board Resolution / Authority Letter " displayed under " e-Voting " tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting. nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call at 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Assistant Vice-President, National Securities Depository Ltd., 3[rd] Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400051 at the designated email address: [email protected] or at telephone no. 022- 48867000.
Process for those shareholders whose Email IDs are not registered with the Depositories for procuring User ID and Password and Registration of E-mail IDs for e-voting for the resolutions set out in this notice:
- In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN
(self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID(16digit DPID+CLID or16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 one-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
VOTING RESULTS:
The Scrutinizer shall, immediately after the conclusion of the voting, count the votes cast during Postal Ballot through remote e-voting and prepare a Scrutinizer’s Report of the total votes cast in favour or against or invalid, if any, and submit the report to the Chairperson or Company Secretary of the Company or any person authorized in that respect within stipulated time lines of the conclusion of the voting period ,who shall countersign the same and thereafter results of the voting will be declared. The results declared along with the scrutinizer’s report shall be placed on the Company’s website at www.ltfoods.com and on the website of NSDL and shall also be communicated to the stock exchanges viz. BSE Limited & National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, where the shares of the Company are listed. The resolution shall be deemed to have been passed on 8[th] April, 2026 (being the last date of e-voting period of Postal Ballot) subject to obtaining requisite votes thereto.