Your Directors proudly present to you the 34^th Annual Report
of the Company together with the Audited Statement of the
Accounts for the Financial year ended on 31^st March, 2025.

1. FINANCIAL STATEMENT:

(Rs. In Lakhs)

2. DIVIDENDS:

The Board of Directors of your Company do not
recommend any Dividend on equity shares for the FY
2024-2025.

3. REVIEW OF OPERATIONS:

During the year under review, the revenue of the Company
has increased to Rs. 11785.32 lakhs as compared to Rs.
11,501.47 lakhs in the corresponding previous year.

The Company earned net profit of Rs. 516.29 lakhs
as compared to net profit of Rs. 678.90 lakhs in the
corresponding previous year.

Earnings per share is Rs. 4.10 for the current year and Rs.
5.39 for the previous year

4. TRANSFER TO RESERVE:

The Company has not transferred amount to reserves
during the Financial Year 2024-25.

5. DEPOSITS:

The details of deposits as covered under Chapter V of the
Act are as under:

6. NATURE OF BUSINESS:

The company is engaged in the business of manufacturers,
manufacturer representatives, producers, processors,
refiners, consignors, consignees, factors, agents,
exporters, importers and distributors of all classes, kinds,
types and nature of:

I. Foods whether finished, semi-finished, processed
and unprocessed.

II. Milk cream ice-cream, curd, butter milk, paneer,
cheese, sweetmeats, chocolates and other dairy
products.

III. Pharmaceuticals, drugs bulk drugs, medicines.

IV. Chemicals, chemical products, chemical compounds,
derivatives and intermediates.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES:

The Company does not have subsidiary, Joint Venture
and Associate companies.

No company has become or ceased to be the Company's
subsidiaries, joint ventures or associate companies during
the year under review.

8. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirm that the Company has
complied with the applicable Secretarial Standards (“SS”)
issued by the Institute of Company Secretaries of India
relating to the meetings of the Board and its committees
as well as the general meetings (SS-1 and SS-2)
respectively, which have mandatory application during the
year under review.

9. SHARE CAPITAL:

The details of Share capital of the Company are as under:

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

At the 34^th Annual General Meeting (“AGM”) of the
Company and in accordance with the applicable provisions
of Section 152 of the Act and the Articles of Association of
the Company, Mrs. Sangita Maheshwari (DIN: 00369898)
is liable to retire by rotation and being eligible, offers
herself - for re-appointment as Director- of the Company.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

All Independent Directors have given declarations that
they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and
Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

12. FORMAL ANNUAL BOARD EVALUATION:

The annual evaluation process of the Board of Directors,
individual Directors and Committees was conducted in
accordance with the provision of the Act and the SEBI
Listing Regulations.

The Board evaluated its performance after seeking
inputs from all the directors on the basis of criteria such
as the Board composition and structure, effectiveness
of board processes, information and functioning, etc.
The performance of the Committees was evaluated
by the Board after seeking inputs from the committee
members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings,
etc. The above criteria are as provided in the Guidance
Note on Board Evaluation issued by the Securities and
Exchange Board of India.

The evaluation was done in accordance with the
framework and criteria laid down by the NRC. Further, at
a separate meeting, the Independent Directors evaluated
performance of Non-Independent Directors, Board as a
whole and of the Chairman of the Board.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Management Discussion and Analysis of financial
condition, including the results of operations of the
Company for the year under review as required under
Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is provided
as a separate section forming part of the Annual Report.

14. BOARD MEETINGS:

During FY 2024-25, 11 (Eleven) Board Meetings were
conveyed and held by the Company. The details of which
are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Schedule IV of the Companies Act, 2013 and
the Rules made thereunder and Regulation 25 (3) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of Independent
Directors was held on 23^rd October, 2024 during the
financial year 2024-25, without the attendance of Non¬
Independent Directors and Members of the Management.

The Independent Directors reviewed performance of
Non-Independent Directors, Chairman of the Company
and the performance of the Board as a whole. The
Independent Directors also discussed the quality,
quantity and timeliness of flow of information between the

Company management and the Board that is necessary
for the Board to effectively and reasonably perform their
duties. The feedback of the Meeting was shared with the
Chairman of the Company.

16. NOMINATION AND REMUNERATION POLICY:

Pursuant to Provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 and on
the recommendation of the Nomination & Remuneration
committee the Board has adopted policy for selection and
appointment of Directors, Senior Management and their
remuneration. The details of Remuneration Policy is stated
in the Corporate Governance Report. The Nomination
and Remuneration Policy is posted on the website of the
Company.

The web link for the same is: https://www.
lactoseindialimited.com/policy.php

17. STATUTORY AUDIT:

At the Annual General Meeting of the Company held on
17^th June, 2022, M/s. C A S & Co., Chartered Accountants,
were appointed as statutory auditors of the Company for
a term of five years [i.e., till the conclusion of 36^th Annual
General Meeting.] Further, M/s. C A S & Co., Chartered
Accountants the Statutory Auditor of the Company has
resigned before the completion of their term w.e.f. 30^th
August, 2024, the Board of Directors in their meeting held
on proposed the name of M/s. S G C O & Co. LLP to be
appointed as the new Auditors of the Company, which is
subject to the approval of the members in the upcoming
Annual General Meeting. Further, M/s. S G C O & Co.
LLP, has also resigned as the Statutory Auditor of the
Company before the completion of their term w.e.f.09^th
October, 2024.

Further, to fill in this casual vacancy caused by the
resignation of Statutory Auditors M/s. DMKH & Co,
Chartered Accountants, Mumbai, (Firm Registration No.
116886W) be and are hereby appointed as the Statutory
Auditors of the Company, which is subject to the approval
of the members in the upcoming Annual General Meeting.
The resolution for such approval is proposed to the
members of the Company in the Notice of this Annual
General Meeting.

The Auditors Report for the financial year 2024-25, does
not contain any qualification, reservation or adverse
remark.

The Notes on Accounts referred to in the Auditors' Report
are self-explanatory and do not call for any further
comments.

18. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and
the Companies (Appointment and Managerial Personnel)
Rules, 2014, the Board of Directors had appointed M/s.
Jajodia & Associates, a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company

for the financial year ended 31^st March, 2025. The Report
of the Secretarial Audit is annexed as “Annexure A” to
this Board's Report.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remarks and disclaimer.

Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to your approval being
sought at the ensuing Annual General Meeting scheduled
on 30^th September, 2025, M/s Jajodia & Associates,
Practicing Company Secretary (C. P. No. 19900; Peer
reviewed certificate no. 2497/2022) has been appointed
as a Secretarial Auditor to undertake the Secretarial Audit
of your Company for the first term of five consecutive
years from FY 2025-26 till FY 2029-30. M/s. Jajodia &
Associates have confirmed that it is not disqualified to be
appointed as a Secretarial Auditor and is eligible to hold
office as Secretarial Auditor of your Company.

The Company is in compliance with the Secretarial
Standards specified by the Institute of Company
Secretaries of India.

19. INTERNAL FINANCIAL CONTROL SYSTEM AND
THEIR ADEQUACY:

The Act introduced regulations with focus on control and
compliance requirements, in light of which, the Company
has laid down internal financial controls across various
processes prevalent in the organization. These controls
have been established at the entity as well as process
level and are designed to ensure compliance to internal
control requirements, regulatory compliance and enable
appropriate recording of financial and operational
information. The Company has reviewed the effectiveness
of its internal financial controls by adopting a systematic
approach to assess the design and its operating
effectiveness.

During the financial year, such controls were tested
and no reportable material weakness in the design or
operation was observed. The Company is following all the
applicable Accounting Standards for properly maintaining
the books of accounts and reporting financial statements.

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instances
of fraud and mismanagement, if any. The policy is placed
on the website of the Company. The web link for the same
is:- https://www.lactoseindialimited.com/policv.php

21. ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE:

The information required under Section 134 (3) (m)
of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, with respect to conservation
of energy, technology absorption and foreign exchange
earnings/outgo is given hereto and forms a part of this
report as an “Annexure B”.

22. TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION:

Energy conservation is not only a national priority but also
a key value driver for your Company. Employees are also
encouraged to give suggestions that will result in energy
saving.

As prescribed under Section 134 (3) (m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014
is not applicable, as there is no technology absorption,
adaptation and innovation made by your Company.
However, it has been the endeavor of the Company to
continuously upgrade & standardize its products.

23. FOREIGN CURRENCY EARNING AND OUTGO:

24. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
are provided in the Annual Report and is marked as
“Annexure C” to this Report.

25. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Companies Act, 2013 (“Act”)
read with Rule 12 of The Companies (Management and
Administration) Rules, 2014 and Section 134 (3) (a), the
copy of Annual Return can be accessed on the website of
the Company at www.lactoseindia.com

26. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into
during the financial year were on arm's length basis and
were in the ordinary course of business. There are no
materially significant related party transactions made by
the Company with promoters, Directors, Key Managerial
Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.

27. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY THE COMPANY UNDER SECTION
186:

The details of Loan, Guarantees and Investments made
by the Company under the provisions of Section 186 of
the Companies Act, 2013 are provided in the notes to the
Financial Statements^.

28. SAFETY, HEALTH AND ENVIRONMENT:

Your Company recognizes its role in health and safety,
as well as its responsibility towards the environment and

society. In fact, your Company's goals are no accidents, no
injuries to people and no damage to environment. Safety
and security of personnel, assets and environmental
protection are also on top of the agenda of the Company
at its manufacturing facilities.

A clean environment and sustainable development
integrated with the business objective is the focus of
operations of the Company. The projects and activities are
planned and designed with environment protection as an
integral part to ensure a safe and clean environment for
sustainable development.

29. DIRECTORS' RESPONSIBILTY STATEMENT AS
REQUIRED UNDER SECTION 134(3)(c) OF THE
COMPANIES ACT, 2013:

To the best of knowledge and belief and according to
the information and explanation obtained by them, your
Directors make the following statements in terms of
Section 134(3)(c) of the Act.

a) That in the preparation of the annual financial
statements, the applicable accounting standards
have been followed along with proper explanation
relating to material departures, if any;

b) That such accounting policies as mentioned in Notes
to the Financial Statements have been selected and
applied consistently and judgments have been made
that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the company
as at 31^st March, 2025 and of the profit or loss of the
company for the year ended on that date;

c) That proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

d) That the annual financial statements have been
prepared on a going concern basis;

e) That proper internal financial controls were in place
and that the financial controls were adequate and
were operating effectively.

f) That systems to ensure compliance with the
provisions of all applicable laws and that such
systems were adequate and operating effectively.

30. CORPORATE GOVERNANCE:

As per the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 the Company has
prepared a report on Corporate Governance together
with a certificate from the Company's Auditors confirming
Compliance is set out in the “Annexure D” forming the
part of this Annual Report.

DISCLOSURES:

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors
namely Mr. Dhaval Jayant Soni (Chairman), Mr. Nandan
Srinath and Mr. Chandramohan Bhagavatula as other
members. The Audit Committee played an important
role during the year. It co-ordinates with the Statutory
Auditors, Internal Auditors and other key personnel of
the Company and has rendered guidance in the areas of
internal audit and control, finance and accounts. All the
recommendations made by the Audit Committee were
accepted by the Board. During FY 2024-25, 08 (Eight)
Audit Committee's Meetings were conveyed and held
by the Company. The details of which are given in the
Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises
Independent Directors namely Mr. Dhaval Jayant Soni
(Chairman), Mr. Nandan Srinath and Mr. Chandramohan
Bhagavatula as other members. During FY 2024-25, 4
(Four) Stakeholders Relationship Committee's Meetings
were conveyed and held by the Company. The details
of which are given in the Corporate Governance Report.
With the compulsory dematerialization of the Company's
shares and electronic mode of transfers, postal dispatches
which led to usual complaints, have been minimized.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises
Independent Directors namely Mr. Dhaval Jayant Soni
(Chairman), Mr. Nandan Srinath and Mr. Chandramohan
Bhagavatula as other members. During FY 2024-25,
01 (One) Nomination & Remuneration Committee's
Meetings were conveyed and held by the Company. The
details of which are given in the Corporate Governance
Report. The Nomination and Remuneration Committee
recommends to the Board the suitability of candidates for
appointment as Key Managerial Personnel, Directors and
the remuneration packages payable to them and other
employees.

31. CORPORATE SOCIAL RESPONSIBILITY (“CSR”):

During FY 2024-25, Corporate Social Responsibility is
applicable to the company.

32. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place Prevention of Sexual
Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees)
are covered under this policy.

The following is a summary of sexual harassment
complaints received and disposed of during the year
2024-25:

a) No. of complaints received: Nil

b) No. of complaints disposed of: N.A.

33. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Industrial Relations continued to be harmonious
throughout the year under review. Many initiatives have
been taken to support business through organizational
efficiency, process change support and various
employee engagement programs which have helped the
Organization achieve higher productivity levels.

34. MATERIAL CHANGES:

During the year, there are no other material changes
and commitments, affecting the financial position of the
Company, which have occurred between the end of the
financial year of the Company i.e. 31^st March, 2025 to
which these financial statements relate and date of this
report.

35. RISK MANAGEMENT POLICY:

As per the Act, and as part of good corporate governance
the Company has constituted the Risk Management
Committee. The Committee has laid down the procedures
to inform the Board about the risk assessment and
minimization procedures and the Board shall be
responsible for framing, implementing and monitoring the
risk management plan and policy for the Company.

The main objective of this policy is to ensure sustainable
business growth with stability and to promote a pro¬
active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve
the key objective, the policy establishes a structured and
disciplined approach to Risk Management, in order to
guide decisions on risk related issues.

The Committee reviewed the risk trend, exposure and
potential impact analysis carried out by the management.
It was specifically confirmed to the Committee by the
MD and the CFO that the mitigation plans are finalised
and up to date, owners are identified and the progress of
mitigation actions are monitored.

36. CODE OF CONDUCT:

Your Company has established a Code of Conduct and
Code of Fair Disclosures for Prohibition of Insider Trading

(“Code of Conduct” or “Code”) which is applicable to the
Employees, Directors, designated persons, immediate
relatives of designated persons and connected persons
of the Company. The Code lays down the standard of
conduct, which is expected to be followed by the Directors
and employees in their business dealings, and in particular,
on matters relating to integrity in the workplace, dealing
with stakeholders and in business practices. All the Board
Members and the Senior Management employees have
confirmed compliance with the Code.

The Code is available on website of the Company at www.
lactoseindialimited.com

37. SIGNIFICANT OR MATERIAL ORDERS AGAINST
COMPANY:

No significant material orders were passed by the
regulators or courts or tribunals impacting the going
concern status and your Company's operation in future.

38. APPRECIATION:

Your directors take this opportunity to convey their
deep sense of gratitude for valuable assistance and
Co-operation extended to the Company by all valued
customers and bankers of the Company.

Your directors also wish to place on record their sincere
appreciation for the valued contribution, unstinted efforts
by the employees at all levels which contributed, in no
small measure, to the progress and the high performance
of the Company during the year under review.

For and on behalf of the Board
For Lactose (India) Limited

Sd/- Sd/-

(Atul Maheshwari) (Sangita Maheshwari)

Managing Director Whole-time Director & CFO

DIN: 00255202 DIN: 00369898

Date: 22.08.2025
Place: Mumbai

Regd. Office:

Survey No. 5,6 &7A Village Poicha (Rania),

Savli Vadodara, Gujarat - 391780
Tel No. : 91-22-24117030
CIN :L15201GJ1991PLC015186
Website : www.lactoseindialimited.com
E-mail id : lil@lactoseindialimited.com