Latteys Industries Ltd

To,

The Members,

LATTEYS INDUSTRIES LIMITED

Dear Members,

Your Directors are pleased to present this Eleventh (11th) Annual Report of your company along with Audited Financial Statements for the Financial Year ended on March 31, 2024 .

FINANCIAL HIGHLIGHTS: (In Lakhs)

During the under review, the performance of the Company is Satisfactory. The Total Turnover during the year under review has increased by 20% and Total profit before tax is increased by 13%.

During the Financial Year ended March 31, 2024, the Company?s total Revenue from operations was Rs. 6364.61 Lakhs /- as against Rs.. 5293.67 Lakhs/- in the corresponding previous Financial Year ended March 31, 2023.

The Profit after tax (PAT) for the Financial Year ended March 31, 2024 is 149.55/- Lakhs as against Profit of Rs. 132.84/- Lakhs in the corresponding previous Financial Year ended March 31, 2023.

Your Company is focusing on the strategic pillars of cost efficiency programs, innovation, brand building and distribution in order to sustain growth and profitability. During the challenging times, the Company maintained its liquidity position by minimizing cash outflows. The company plans to grow its national and international footprint in the coming years. The company has continued its effort to deliver a quality product and service to the customers, which helps maintain the leadership position in the market.

TRANSFER TO RESERVES

The Company has incurred profit of Rs. 149.55 Lakhs for the current financial year and the same is proposed to be transferred to Reserve and Surplus.

CHANGES IN NATURE OF THE BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2024.

DIVIDEND

With a view to conserve the available resources, it has been proposed by the Board of Directors not to declare any Dividend for the financial year 2023-24.

DIVIDEND DISTRIBUTION POLICY

Your Company had adopted Dividend Distribution Policy, in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The Policy is available on the Company?s website: www.latteysindustries.com In terms of the Policy, Equity Shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend.

SHARE CAPITAL

During the year 2023-2024, there is no change in the paid-up equity share capital of the Company. The equity shares of the Company are listed on National Stock Exchange of India Limited ("NSE").

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits from public falling within the purview of provisions of Section 73 and 76 of the Companies Act, 2013 ("the Act") and Rules framed thereunder.

SUBSIDIARY & ASSOCIATES

The Company has following Subidiary Company:

Further, a statement containing salient features of the financial statements of our associate company in the prescribed format AOC-1 is appended to the Board?s Report. The statement also provides the details of performances, financial position of our associate concern. The Company does not have any Joint Venture & Associate Companies

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, read with Article 96 of the Articles of Association of the Company, Mr. Pawan Garg (DIN 00434836) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers herself for re-appointment. The Board recommends his re-appointment.

The details of Mr. Pawan Garg, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard - 2 of General Meeting are contained in the accompanying Notice calling Tenth (11th) Annual General Meeting of the Company, which forms an integral part of this Report.

I. The Directors and Key Managerial personnel of the Company as on 31^st March, 2024 are as below:

During the current financial year 2023-2024 there is no changes in Key Managerial Personnel.

CORPORATE GOVERNANCE:-

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of the Director?s Report.

DIRECTOR RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, hereby state and confirm that:

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

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECALARTION BY INDEPENDEND DIRECTOR

The Company has received declarations from all the Independent Directors, confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In terms of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have confirmed that they are in compliance with sub-rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

ANNUAL EVULATION BY THE BOARD

In view of the provisions of the Companies Act, 2013 and considering the Guidance Note dated 5th January, 2017, issued by the Securities and Exchange Board of India ("SEBI"), the Nomination & Remuneration Committee of the Board had laid down comprehensive framework including the criteria for evaluation of performance of the Board as a whole and various committees of the Board and individual Directors, including Independent Directors.

Based on the above mentioned comprehensive framework, the Board of Directors of the Company had carried out Annual Evaluation of the performance of the Board as a whole, the Directors individually and also the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee and Risk Management Committee.

On collation of all the responses, feedback was provided by Chairman of the Board to the Board of Directors and each member of the Board. The Board noted the evaluation results that were collated and presented to the Board. The Directors expressed their satisfaction with the evaluation process.

BOARD MEETINGS:-

During the year, Seven Board Meetings, as follows were convened and held with requisite quorum. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

1. 21.04.2023

2. 30.05.2023

3. 14.08.2023

4. 02.09.2023

5. 11.11.2023

6. 02.01.2024

7. 12.02.2024

DETAILS OF COMMITTEE OF DIRECTORS:-

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stake Holders Relationship/ Grievances Committee of Directors and Corporate Social Responsibility Committee, number of meetings held of each Committee during the Financial year 2023-24 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the requirement of Regulation 34 of the Securities Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulation 2015, Management Discussion and Analysis of the financial condition and result of operation have been provided separately in this Annual Report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company?s policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure-A" to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of Financial Year 2023-24 till the date of this Report.

ANNUAL RETURN:-

The Annual Return of the Company as on March 31, 2024 is available on the Company?s website and can be accessed at https://latteysindustries.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans and guarantees given and investments made during the Financial Year 2023-24, under the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements, which forms an integral part of this Report.

RELATED PARTY TRANSACATION

Related party transactions that were entered during the financial year were on an arm?s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company?s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed.

VIGIL MECHANISM

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle blowers are accorded complete protection from any kind of unfair treatment or victimization.

The said policy is also available on the website of the Company at www.latteysindustries.com under the head investor section.

I. Statutory Auditor

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and pursuant to the recommendation of the Audit Committee, M/s Piyush J Shah & Co, Chartered Accountants (Firm Registration no.121172W, were appointed as Statutory Auditors at the 11th Annual General Meeting to hold the office for a first term of five (05) consecutive years, from the conclusion of 11th Annual General Meeting till the conclusion of 16th Annual General Meeting of the Company.

STATUTORY AUDITORS' REPORT:

There are no audit qualifications, reservations or adverse remarks or disclaimers, in the Auditors' Report, as annexed elsewhere in this Annual Report. During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its officer and employees under Section 143(12) of the Companies Act, 2013.

II. Secretarial Auditor

As required under provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, M/s NAYAN P PITRODA, Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2023-24.

SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s .Nayan P Pitroda, Company Secretaries as Secretarial Auditor for the year ended 31st March, 2024. The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended on 31st March, 2024 and the same as set out in "Annexure 1", forms an integral part of the Directors' Report. There are no qualifications, reservations or adverse remarks or disclaimers made in the Secretarial Audit Report.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2024 is attached to the Director?s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

III. Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, Board has appointed M/s. Bansal Harish & Co, Chartered Accountants, Delhi to conduct the Internal Audit of the Company for the Financial Year 2023-24.

IV DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS

The Board of Director not appointed Cost Auditor owing to non-applicability to appoint Cost Auditor in your Company specified the Central Government under sub-section (1) of Section 148 of the Companies Act 2013, is required by the Company and accordingly such accounts and records are made and maintain w.e.f. 01^st April 2022.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

FRAUD REPORTING

There were no frauds disclosed during the Financial Year.

CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

INSIDER TRADING

The Board has in consultation with the Stakeholder?s Relationship Committee laid down the policy to regulate and monitor the Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading. The Company has also adopted a Prohibition of Insider Trading Policy.

During the year under review, in compliance with the amendments to the SEBI Insider Regulations, the Company adopted the following effective 1 April 2019:

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives

The Policy was approved by the Board and same was uploaded on the Company?s website www.latteysindustries.com under the tab investors.

MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as Company?s Website and stipulated communications to Stock Exchange where the Company?s shares are listed for announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company?s Policies etc.

HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on ongoing basis. Numbers of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

WEBSITE

The Company has a website addressed as https://www.latteysindustries.com contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company?s policy on Directors? appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act, is uploaded on the website and can be accessed through following link :

https://www.latteysindustries.com/files/Terms%20and%20Conditon%20of%20Independent%20Dire ctors.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, the Company has formed an Internal Complaints Committee and also framed and adopted the policy for Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2023-24.

No. of Complaints Received: NIL No. of Complaints Disposed of: NIL

OTHER DISCLOSURES

There were no significant and material orders passed by Regulators / Courts / Tribunals that would impact the going concern status of the Company and its future operations.

SECRETARIAL STANDARDS :

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

CAUTIONARY STATEMENT:-

Statements in the Boards? Report and the Management Discussion and Analysis describing the Company?s objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company?s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Bankers, Financial Institutions, Government Authorities, Customers, Vendors, Consultants, Advisors and Members for their direct and indirect cooperation and look forward to their continued support in the future.

Your Directors acknowledge the support and co-operation received from employees and all those who have helped in day to day management of the Company.