A Oneindia Venture

Directors Report of Latent View Analytics Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 19,h (Nineteenth) Board''s Report covering the highlights of the business and operations of your Company ("the Company” or "LatentView"), along with the Audited Standalone and
Consolidated Financial Statements for the Financial Year ended March 31, 2025.

1. Highlights of Financial Performance

The Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March
31, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the
Ministry of Corporate Affairs and as amended from time to time. The financial performance of your Company
for the Financial Year ended March 31, 2025 is summarized below:

(Amount in '' million, except per equity share data)

Particulars

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from Operations

3,471.25

2,915.15

8,478.43

6,406.83

Other Income

607.95

692.16

689.39

737.02

Total Income

4,079.20

3,607.31

9,167.82

7,143.85

Employee benefits expense

1,844.90

1,597.06

5,608.81

4,338.92

Finance Cost

21.91

30.38

65.57

30.47

Depreciation and Amortization

97.88

80.91

293.10

96.61

Other expenses

844.13

359.55

912.94

707.60

Total expenses

2,808.82

2,067.90

6,880.42

5,173.60

Profit before Tax &
Exceptional Items

1,270.38

1,539.41

2,287.40

1,970.25

Exceptional items

-

-

-

-

Profit before tax

1,270.38

1,539.41

2,287.40

1,970.25

Tax Expense

444.59

406.73

552.43

383.81

Profit after tax

825.79

1,132.68

1,734.97

1,586.44

Earnings Per Share (in '')

- Basic

4.01

5.52

8.45

7.73

- Diluted

3.99

5.48

8.41

7.68

Note: Previous year s figures have been regrouped/reclassified wherever necessary to correspond with the
current year''s classification/disclosure.

2. State of Company''s Affairs

Your Company is a global digital analytics firm that inspires and transforms businesses to excel in the digital
world by harnessing the power of data and analytics. Your Company provides a 360-degree view of the digital
consumer, enabling companies to predict new revenue streams, anticipate product trends and popularity,
improve customer retention rates and optimize investment decisions. Your Company and its Subsidiaries are a
trusted partner to enterprises worldwide, including 30 Fortune 500 companies in the Technology, Financial

services, CPG, Retail, and Healthcare sectors and have clients across the United States, Chile, Mexico,
Germany, UK, Netherlands, Singapore, and India, and has 1600 employees. During the year your Company
acquired 70% of the equity share capital of M/s. Decision Point Private Limited ("Decision Point”), leader in
Al-led Business Transformation and Revenue Growth Management (RGM) solutions. The Company brings deep
experience in RGM, Demand Forecasting, Pricing Analytics, Promotion Analytics, Retail Segmentation, and
Marketing Mix Models with a focus on CPG brands. The acquisition of Decision Point will bolster LatentView''s
existing expertise in data engineering, data science, data visualization, as well as consulting and advisory
services for analytics and GenAI readiness. LatentView will make investments to accelerate the expansion of
Decision Point solutions in the focus markets of North America and Europe.

Performance Overview:

A. STANDALONE FINANCIALS B. CONSOLIDATED FINANCIALS

(in ^ million) (in ^ million)

3607.31

4079.20

1132.68

825.79

7143.85

9167.82

1586.44 1734.97

TOTAL INCOME
¦ 2023-2024

PROFIT AFTER TAX
_ 2024-2025

TOTAL INCOME
¦ 2023-2024

PROFIT AFTER TAX
2024-2025

A comprehensive examination of your Company''s operations, encompassing performance in markets, business
outlook, as well as risks and concerns, is provided in the Management Discussion and Analysis report, a
separate section of the Annual Report.

During the year under review, there were no change in the fundamental nature of your Company''s business.

3. Acquisition

The Board of Directors at their meeting held on March 28, 2024 has approved the acquisition of M/s. Decision
Point Private Limited in tranches. M/s. Decision Point Private Limited is a Gurgaon head quartered Company
with Subsidaries in USA, Chile, Mexico & Dubai and a leader in AI Business Transformation and Revenue
Growth Management Solutions with 300 employees worldwide. The Company brings deep experience in
Demand Forecasting, Pricing Analytics, Promotion Analytics, Retail Segmentation, and Marketing mix models
with a focus on CPG brands.

On July 01, 2024, the Company acquired 70% of the fully diluted equity share capital of M/s. Decision Point
Private Limited for a total consideration of INR 3315 Million and recognised a financial liability of INR 676.85
Million towards consideration payable at a future date for 30% stake and since then it has become a subsidiary
of the Company.

The acquisition of Decision Point added marquee CPG logos, bolstered LatentView''s GenAI readiness, and
opened a new talent market in Gurgaon and Latin America. LatentView will commit investments to expand
Decision Point solutions in the focus markets of North America and Europe.

4. Management Discussion and Analysis Report

Management Discussion and Analysis Report pursuant to Regulation 34(2) read with Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
amended from time to time, ("Listing Regulations”) constitutes a distinct section within the Annual Report. The
Audit Committee of your Company has reviewed the Management Discussion and Analysis Report of the
Company for the year ended March 31, 2025.

5. Dividend & Transfer to Reserves

In terms of Regulation 43A of the Listing Regulations the Board of the Company has adopted a Dividend
Distribution Policy, which can be accessed on the website of the Company
https://www.latentview.com/
investor-relations/corporate-governance/.

In line with the policy and considering the requirements to fund the growth prospects of the Company both
organic and inorganic, your directors have not recommended any dividend for the Financial Year 2024-25.

Your Company did not have any amounts due or outstanding as on the Balance Sheet date to be credited to the
Investor Education and Protection Fund.

Your directors do not propose to transfer any amounts to the general reserves of the Company, instead have
recommended to retain the entire profits for the financial year ended March 31, 2025, in the profit and loss
account.

6. Share Capital & Listing

During the year, there was no change in the Authorized Capital of your Company. The Authorised Capital as on
March 31, 2025, was '' 300 million comprising 300,000,000 Equity Shares of '' 1/- each.

The share capital movement during the year is tabulated below:

Particulars

Share Capital
(Face Value of
'' 1 each)

Capital at the beginning of the year, i.e., as on April 01, 2024

205,903,951

Allotment of 93,861 equity shares made on May 07 2024, pursuant to the
exercise of options (ESOP Scheme 2016) at an Exercise Price of '' 76/- and
'' 359/- per Option.

93,861

Allotment of 4,73,608 equity shares made on November 30, 2024, pursuant
to the exercise of options (ESOP Scheme 2016) at an Exercise Price of
'' 6.29/-, '' 76/-, '' 324/- and '' 359/- per Option.

4,73,608

Capital at the end of the year, i.e., as on March 31, 2025

20,64,71,420

Your Company has not issued shares with differential voting rights and sweat equity shares during the year
under review.

Your Company has also not bought back any of its securities.

The Equity Shares of your Company continued to be listed on the National Stock Exchange of India Limited and
BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the Financial
Year 2025-26 has been paid to the National Stock Exchange of India Limited and BSE Limited.

7. Directors and Key Managerial Personnel ("KMP")

As on March 31, 2025, the Board of Directors of your Company comprised of 6 Directors, viz., 2 Executive
Directors and 4 Independent Directors including 1 woman Independent Director.

Appointment of Directors and Key Managerial Personnel

There was no appointment of Directors/KMP during the year under review.

Post the completion of the year, based on the recommendations of the NRC, and in accordance with the
provisions of the Companies Act, 2013 the Board, on May 02, 2025, appointed Dr. Anindya Ghose (DIN:
10243913) as an Additional Director of the Company with immediate effect and the same is being recommended
to shareholders for appointment as an Independent Director of the Company, not liable to retire by rotation, for
a term of 5 years commencing from May 02, 2025 till May 01, 2030 in the ensuing Annual General Meeting
scheduled to be held on July 22, 2025.

Reappointments: Nil

Director liable to retire by rotation

Pursuant to Section 152 of the Act, A.V. Venkatraman (DIN: 01240055), Whole-Time Director is liable to
retire by rotation at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors, on the
recommendation of Nomination and Remuneration Committee (''NRC''), recommended his re-appointment for
consideration by the Members at the ensuing AGM.

Resignation

There was no resignation of Directors/KMP during the year under review.

Brief resume and other details of the Directors being appointed/re-appointed at the ensuing AGM as stipulated
under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the
Listing Regulations, are separately disclosed in the Notice of ensuing AGM.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The
Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions
of the Act.

8. Independent Directors

The Board of Directors of your Company comprises optimal number of Independent Directors. The following
Non-Executive Directors are independent in terms of Regulation 16(1)(b) of the Listing Regulations and
Section 149(6) of the Act:

1. Ms. Dipali Sheth (DIN: 07556685)

2. Mr. Mukesh Butani (DIN: 01452839)

3. Mr. R. Raghuttama Rao (DIN: 00146230)

4. Mr. Reed Cundiff (DIN: 09241056)

Company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of independence pursuant to Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations and are in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014. Further, the Independent Directors have also confirmed that they are not aware of any circumstance
or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils
the conditions specified in the Act read with Rules made thereunder and Listing Regulations and are eligible &
independent of the management.

Your Company has established procedures to be followed for familiarizing the Independent Directors with
their roles and responsibilities and business of the Company. The details of the familiarization programmes
imparted for Independent Directors are available on the website of the Company at
https://www.latentview.
com/investor-relations/corporate-governance/.

During the Financial Year 2024-25, a separate meeting of Independent Directors, without the participation of
Non-Independent Directors and members of the Management was held on February 07, 2025.

9. Director''s Responsibility Statement

The Financial Statements are prepared in accordance with Ind AS as prescribed under Section 133 of the
Act, read with Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting
Standards) Rules, 2016, as amended thereof.

Pursuant to Section 134(3)(c) read with 134(5) of the Act, the Board of Directors of your Company hereby states
and confirms that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the profit and loss of the Company for that period;

c) The Directors have 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 have prepared the annual accounts on a going concern basis;

e) The Directors, have laid down Internal financial controls to be followed by the Company and that such
Internal financial controls are adequate and were operating effectively; and

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

10. Board Meetings

The Board of Directors of the Company met four times during the year under review. The details of these meetings
including the composition and attendance of the Directors are provided in the Corporate Governance Report
forming part of the Annual Report. The necessary quorum was present for all the meetings. The intervening gap
between the meetings was within the period prescribed under the provisions of Section 173 of the Act.

11. Committees of the Board

The Board of Directors of the Company has formed the below mentioned Committees, as per the provisions of the Act and as per Listing Regulations.

The Board

1

Audit Committee

Nomination &
Remuneration
Committee

Corporate Social
Responsibilty
Committee

Risk Management
Committee

Stakeholders

Relationship

Committee

Banking &
Authorisation
Committee

(^) Mukesh Butani
^ R. Raghuttama Rao

& Dipali Sheth

^ Pramadwathi
Jandhyala

Dipali Sheth
R. Raghuttama Rao
Reed Cundiff
A.V. Venkatraman

Pramadwathi

Jandhyala

Dipali Sheth

A.V. Venkatraman

1_

R. Raghuttama Rao
Reed Cundiff
Rajan Sethuraman

1_

Reed Cundiff

A.V. Venkatraman

Pramadwathi

Jandhyala

1_

Pramadwathi

Jandhyala

A.V. Venkatraman

Rajan Sethuraman

Rajan Bala Venkatesan

®<2> Chairperson ^ £ Member

The details with respect to the composition, terms of reference and number of meetings held during the year is provided in the Corporate Governance Report section forming part of the Annual Report.

All the recommendations made by the committees of the Board were accepted by the Board.

12. Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate
Governance as stipulated under Listing Regulations is attached to this report.

Certificate from M/s. Alagar & Associates, Practicing Company Secretaries, confirming the compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to Corporate
Governance Report.

13. Significant & Material Orders Passed by the Regulators or Courts or Tribunal and Disclosure Under Rule 8(5)(Xii) of the
Companies (Accounts) Rules, 2014

During the year under review,

- No significant or material orders were issued by regulators, courts, or tribunals against your Company that would affect its going concern status or future operations.

- Your Company did not initiate any applications, nor did it have any pending proceedings under the Insolvency and Bankruptcy Code, 2016.

- Your Company did not require valuation for one-time settlements or while obtaining loans from banks/financial institutions at any point during the period under review.

14. Whistle Blower Policy - Vigil Mechanism

Pursuant to provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, your Company has adopted a Whistle Blower Policy and has established the necessary Vigil Mechanism for Directors and
employees whereby direct access to the Chairperson of the Audit Committee was provided. This framework is designed to empower directors, employees, and other stakeholders to confidentially report any unethical behaviour,
fraud and violations of our code of conduct, thereby safeguarding against victimization and promoting an ethical workplace.

Your Company hereby affirms that during the year under review no incident reported under vigil mechanism and no person has been denied access to the Audit Committee. Whistle Blower policy is available on the website of
your Company at
https://www.latentview.com/investor-relations/corporate-governance/

15. Subsidiary Companies

Your Company has following subsidiaries as on March 31, 2025:

The Policy for determination of material subsidiaries of your Company is available on your Company''s website
at
https://www.latentview.com/investor-relations/corporate-governance/. According to the said policy,
LatentView Analytics Corporation, USA is the material subsidiary of your Company.

As of March 31, 2025, your Company does not have any Associate Company/Joint Venture as defined under
the provisions of the Act.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Further, pursuant to the Section
129(3) of the Act, a statement containing salient features of the Financial Statements of your Company''s
Subsidiaries (including their performance and financial position) in
Form AOC-1 is annexed to this report
as
"Annexure - 1". Further, contribution of subsidiary(ies) to the overall performance of your Company is
outlined in
Note No. 31 of the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the Audited Financial Statements of your Company
(Standalone & Consolidated) and other relevant documents and audited Financial Statements of subsidiaries,
are available on the Company''s website at
https://www.latentview.com/investor-relations/financial-results-
reports/.

16. Employee Stock Option Plan "ESOP"

Your Company has Employee Stock Option Plan 2016 as ESOP scheme in accordance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021.

The principal objectives of this plan are to:

• Rewarding the employees for their performance and contribution to the success and growth of LatentView.

• Providing outsized rewards for outsized performance and create long-term wealth for LatentView and
employees.

• Providing an opportunity for the professional partners to become financial partners in the Equity of
LatentView.

• Attracting and retaining top talent.

The details of stock options form part of the Notes to Accounts of the Standalone Financial Statements.

The Secretarial Auditor''s certificate on the implementation of share-based schemes in accordance with SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be placed at the 19th AGM for
inspection by the members.

Further, pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the applicable
disclosure as on March 31, 2025 is uploaded on the website of your Company
https://www.latentview.com/
investor-relations/financial-results-reports/.

17. Internal Financial Controls and its Adequacy

Internal Financial Controls are an integral part of the risk management process, addressing financial and
financial reporting risks. It is commensurate with the size and nature of operations. The internal financial controls
have been embedded in the business processes.

Assurance on the effectiveness of internal financial controls is done through monitoring and review process
by management and internal auditors during the course of their audits. We believe that these systems provide
reasonable assurance that our internal financial controls are designed effectively. The Audit Committee reviews
the reports submitted by the Internal Auditors. Suggestions for improvement are considered and the corrective
actions are undertaken.

18. Auditors and Auditors Report

Statutory Auditors

The members at its 18th AGM held on August 27, 2024, approved the appointment of M/s. Price Waterhouse
Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016), as the
statutory auditors for the term of five (5) consecutive years, i.e. from the conclusion of the 18,h AGM till the
conclusion of 23rd AGM of the Company to be held in the calendar year 2029 in place of M/s. B S R &
Co. LLP, (Firm Registration No. 101248W/W-100022), Chartered Accountants, whose tenure expired at the
conclusion of 18th AGM.

The Auditors'' Report does not contain any qualification, reservation, or adverse remark on the Financial
Statements for the Financial Year ended March 31, 2025. The Notes on Financial Statements referred to in the
Auditors'' Report are self-explanatory and do not call for any further comments.

M/s. Price Waterhouse Chartered Accountants LLP, have confirmed their eligibility and qualification as required
under the Act and Listing Regulations for holding the office as Statutory Auditors of your Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s. Alagar & Associates, Practicing Company Secretaries, were
appointed as the Secretarial Auditors to conduct the Secretarial audit for the year under review. The Secretarial
Audit report pursuant to the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations
for the year under review in prescribed Form MR-3 is annexed to this Report as
"Annexure - 2".

Further, pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the
Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors have approved and recommended the appointment of M/s. Alagar & Associates, Peer
Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: P2011TN78800) as Secretarial
Auditors of the Company for a term of upto 5(Five) consecutive years to hold office from the conclusion of
ensuing AGM till the conclusion of 24th (Twenty Fourth) AGM of the Company to be held in the Year 2030, for
approval of the Members at ensuing AGM of the Company. Brief profile and other details of M/s. Alagar &
Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. Alagar & Associates has consented to act as Secretarial Auditors of the Company and confirmed that their
aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder
and Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial
Auditors in terms of provisions of the Act & Rules made thereunder and Listing Regulations.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. BDO
India LLP, Chartered Accountants, were appointed as the Internal Auditors to conduct the audit for the year
under review.

The Internal Auditor of the Company reports functionally to the Audit Committee of the Company, which reviews
and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance
of internal audit function. The recommendations of the internal audit team on improvements required in the
operating procedures and control systems are also presented to the Audit Committee, for the teams to use these
tools to strengthen the operating procedures.

Cost Auditors

The provisions of Section 148 of the Act and Companies (Cost Records and Audit) Rules, 2014 are not applicable
to your Company.

During the year under review, none of the Auditors have not reported any instances of frauds committed in the
Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act, details of which
needs to be mentioned in this Report.

19. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Act together with Rule 12 of the Companies (Management
and Administration) Rules, 2014, your Company has placed a copy of the annual return as of March 31, 2025
on its website at
https://www.latentview.com/investor-relations/financial-results-reports/

20. Rewards & Recognition

During the year under review, your Company was felicitated with:

Partner Recognition:

- Databricks Elite Consulting Partner

Annual report Recognition:

- Top 100 Corporate Publications 2024 - LACP

Industry Recognition:

- Leader - MLOps Service Providers 2025 - AIM Research PeMa Report

- Top Data Science Service Providers - AIM Research PeMa Report 2024

- Leader - ISG Provider Lens 2024 - Supply Chain Analytics

- NASSCOM AI Game Changers

- International Myeloma Foundation Partner of the Year Award 2024

- Forrester Landscape Report for Customer Analytics Services Q3 2024

People Recognition:

- Great Place to Work June 2024-2025

- AIM Research - Best Firms for Women in Tech 2025

- 100 Most Influential AI Leaders in India 2024 - Rajan Sethuraman

- ET HR World Exceptional Employee Experience Award

21. Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

(A) Conservation of Energy

LatentView is committed to sustainable growth, and we recognize energy conservation as a critical component
of our environmental stewardship. Our efforts are aligned with national and global goals to reduce carbon
emissions, improve energy efficiency, and promote sustainable operational practices.

In FY 25-26, we have implemented a series of initiatives aimed at minimizing energy consumption across
our facilities. These include optimizing natural daylight usage, installing energy-efficient lighting, enabling
power management features on office equipment, and enhancing HVAC system performance. Moreover, our
approach extends beyond infrastructure to include employee awareness and behavioural change, reinforcing
a culture of energy responsibility across the organization.

These measures have contributed to a measurable reduction in our energy footprint, and we remain committed
to continuously improving our performance through innovation, monitoring, and stakeholder engagement.

Modes of energy conservation @LatentView
Employee Engagement and Awareness

The organization adopts a "lead by example" approach by actively educating employees on the importance of
energy management. Awareness campaigns, best practice guidelines, and regular communications are used to
foster a culture of energy responsibility among staff.

Device Power Management

Power management features are enabled on computers, monitors, printers, and other electronic devices. These
settings automatically place devices in low-power or sleep modes when not in use, further reducing unnecessary
energy consumption throughout the workday.

Transition to LED Lighting

The entire office is outfitted with energy-efficient LED lighting. No CFL (Compact Fluorescent Lamp) fixtures
are used. LEDs consume less electricity and offer longer service life, contributing to both energy savings and
reduced maintenance.

Enhanced AHU Efficiency

We have intensified the monitoring, cleaning, and maintenance of Air Handling Unit (AHU) filters. Cleaner
filters improve airflow and reduce the strain on HVAC systems, which in turn leads to lower energy consumption
and enhanced system performance.

Optimized Use of Natural Daylight

The office layout has been strategically designed with workstations positioned along the building facade. This
maximizes the use of natural sunlight during daytime hours, significantly reducing reliance on artificial lighting
and lowering overall electricity consumption.

Individual AC Control in Meeting Rooms

All meeting rooms are equipped with individual air conditioning control units. These units allow for room-specific
temperature control and are switched off when not in use. This reduces the load on the central chiller system and
helps conserve energy.

Post-Working Hours Lighting Management

The security and technology teams actively monitor office lighting after working hours. Lights in unused areas
are promptly turned off, ensuring that no energy is wasted when spaces are unoccupied.

(B) Technology Absorption

Over the past few years, and particularly in FY 25-26, LatentView has significantly accelerated our organization¬
wide efforts in absorbing and deploying deep technologies. This includes embracing advanced and emerging
areas such as Agentic AI, Generative AI, Al-driven supply chain systems, AI governance, AlOps, MLOps, Data
Observability, and Data Engineering.

Our approach towards technology absorption has been structured across three core pillars:

1. Building People Capability:

LatentView has established multiple Centers of Excellence (CoEs) — in AI & ML, Marketing Analytics, and Data
Science, to nurture and scale our internal talent. These are further augmented through strategic partnerships with
top-tier universities to create a sustainable talent pipeline equipped for the future of AI.

2. Creating Scalable Technology Assets:

LatentView has built a suite of AI and data analytics solutions designed to strengthen our market position. These
include:

• MARKEE: An Agentic AI-driven performance marketing platform.

• OBSERVE AI: An enterprise-grade data observability solution.

• MLOps X: A flexible MLOps framework compatible with both Databricks and open-source ecosystems.

• AI-driven supply chain demand forecasting and multi-tier supplier visibility tools featured on the Databricks
Marketplace.

These assets not only enable faster go-to-market for our customers but also position us as innovation leaders in
the space.

3. Deepening Practice Development and Go-to-Market Readiness:

LatentView has invested significantly in practice development, branding, and sales pipeline generation. We''re
proud to see many of our associates contributing to the development of Large Language Models and bespoke
AI algorithms directly within customer environments.

This has started allowing us to go beyond execution, enabling us to advise clients on their AI roadmaps, co¬
create POCs, and convert strategic AI opportunities into long-term engagements.

Additionally, we''ve strengthened our partner ecosystem including collaborations with Databricks, GCP,
Snowflake, and a GenAI-based code conversion and migration specialist, which enhances our capabilities in
the data modernization space.

Our internal performance measurement frameworks have been recalibrated to support the adoption and
development of deep technologies across all business units. These collective efforts are already delivering
impact: we were recently recognized as Leaders in the PeMa Quadrant Survey by Analytics India Magazine
for our capabilities in Data Science, Data Engineering, and MLOps.

We are now actively engaged in customer conversations and pilot programs in the areas of Generative AI and
Agentic AI — a strong validation of the depth and direction of our tech absorption journey.

(C) Foreign Exchange Earnings and Outgo

During the Financial Year under review, your Company had foreign exchange earnings of '' 3,176.62 millions
and Foreign Exchange Outgo of '' 195.32 millions.

22. Deposits

Your Company has not accepted any deposits during the year under review falling within the ambit of Section
73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

23. Disclosures as Required under Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013

Your Company is dedicated to providing a healthy work environment to all employees, free from any form of
prejudice or gender bias. In line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
and Redressal) Act, 2013, and the applicable rules Company has implemented a gender-neutral Policy for
Prevention, Prohibition and Redressal of Sexual Harassment at Workplace ("POSH") and constituted an Internal
Complaints Committee ("ICC").

Your Company has also established a grievance procedure for protection against victimization.

Following are some of the programs and initiatives in place to train employees and the ICC for POSH during
the year:

1. All employees are required to undergo a mandatory e-learning module on "Prevention of Sexual
Harassment at Workplace."

2. In person workshops are organised for ICC Members, HR personnel and for Managers and employees at
a specified grade level.

3. All new joiners are trained on Prevention of Sexual Harassment during their induction program.

4. The constitution of the ICC is prominently displayed within the office premises and is regularly disseminated
to employees via email.

The Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace is available on
the Intranet and also on the website of your Company at
https://www.latentview.com/investor-relations/
corporate-governance/for employees to access as and when required.

During the year under review, there were no POSH complaints filed with ICC.

24. Particulars of Loans, Guarantees or Investments

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees and investments
under Section 186 of the Companies Act, 2013 (''Act'') made by your Company are set out in Note No.14 to the
Standalone Financial Statements of your Company.

25. Related Party Transactions

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Related
Party Transactions (RPT) Policy which is being periodically reviewed by the Audit Committee and approved by
the Board. The RPT Policy is available on your Company''s website at
https://www.latentview.com/investor-
relations/corporate-governance/

All transactions entered into with related parties during the year under review were in the ordinary course of
business and on an arm''s length basis and were approved by the Audit Committee and the Board of Directors.

During the year under review there were no material transactions entered by the Company with any of its
related parties necessitating approval of the members.

Certain repetitive transactions were approved through the omnibus route and are reviewed quarterly by the
Audit Committee and Board.

Particulars of the contracts, arrangements or transactions entered during Financial Year 2024-25 that fall
under the scope of Section 188(1) of the Act in the prescribed
Form AOC-2 is annexed to this report as
"Annexure - 3".

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party
transactions with the Stock Exchanges.

26. Risk Management

Your Company''s Risk Management practice ensures that the long-term vision and mission of your Company are
sustained. The practice identifies, assesses, and prioritizes risks, and implements effective strategies to mitigate
them. It continuously evaluates the various risks surrounding the business and seeks to review and upgrade its risk

management process. To further endeavour, your Board constantly formulates strategies directed at mitigating
these risks which get implemented at the executive management level and a regular update is provided to the
Board.

The composition of the Risk Management Committee, terms of reference are included in the Corporate
Governance Report which forms part of this Report.

The level of business and financial risk inherent in your Company''s operations is commensurate with that of
other firms operating in the same industry. Your Company has a robust enterprise risk management framework
to identify and evaluate business risk opportunities. This framework seeks to create transparency, minimise
adverse impact on the business objectives and enhance your Company''s competitive advantage. The said
Risk Management Policy is available on your Company''s website at
https://www.latentview.com/investor-
relations/corporate-governance/

27. Corporate Social Responsibilty (CSR)

Your Company has a Corporate Social Responsibility Policy which is uploaded on website of the Company
at
https://www.latentview.com/investor-relations/corporate-governance/. Further, Annual Report on CSR
including a brief outline of the CSR Policy and the activities undertaken during the year under review pursuant
to Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as "Annexure - 4".

28. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, your Company is providing the prescribed disclosures
on ESG parameters as part of the Business Responsibility and Sustainability Report ("BRSR"), which is annexed
to this report as
"Annexure - 5". The BRSR indicates the Company''s performance against the principles of the
''National Guidelines on Responsible Business Conduct''. This would enable the Members to have an insight into
Environmental, Social and Governance initiatives of the Company.

29. Board Evaluation

Pursuant to provisions of the Act and the Listing Regulations, annual performance evaluation of the Directors
including the Chairperson, Board and its Committees has been carried out. As part of the evaluation process,
individual criteria for each of the exercise was formulated. Each member of the Board/Committee/Director
was sent a formal questionnaire to evaluate different categories based on several parameters. According to the
Act and Listing Regulations, they had to rate each parameter individually. The evaluations were presented to the
Board, Nomination and Remuneration Committee, and the Independent Directors Meeting for review.

30. Particulars of Remuneration to Director and Employees

The remuneration paid to the directors is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing
Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Details of ratio of remuneration to each Director to the median employee''s remuneration and details of
remuneration paid to employees is annexed to this report as
"Annexure - 6".

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms
of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a
copy of the same may write to the Company Secretary @
investorcare@latentview.com.

31. Commission received by Director(s) from Holding or
Subsidiary Company

The Whole-time Directors of the Company does not receive any remuneration or commission from any of its
subsidiaries.

32. Secretarial Standards

Pursuant to the provisions of Section 118(10) of the Act, Company complies with all applicable mandatory
Secretarial Standards as issued by the Institute of Company Secretaries of India ("ICSI").

33. Directors & Officers Insurance Policy

Your Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as
approved by the Board. The policy complies with the requirement of Regulation 25(10) of Listing Regulations.

34. Code for Prevention of Insider Trading

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place following
policies/codes and the same are available in the website of the Company at
https://www.latentview.com/
investor-relations/corporate-governance/#corporate-governance:

By order of the Board of Directors

FOR LATENT VIEW ANALYTICS LIMITED

A.V. VENKATRAMAN PRAMADWATHI JANDHYALA

Executive Chairperson Whole-Time Director

(DIN: 01240055) (DIN: 00732854)

Date: May 02, 2025
Place: Chennai


Mar 31, 2024

The directors take pleasure in presenting the 18lh (Eighteenth) Board''s Report covering the highlights of the business and operations of your Company, along with the audited Standalone and Consolidated Financial Statements for the year ended March 31, 2024.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

(Amount in Rs. Million)

Description

Standalone

Consolidated

FY 2023-24

FY 2022-23

FY 2023-24

FY 2022-23

Revenue from Operations

2,915.15

2,639.5

6,406.83

5,38762

Other Income

692.16

572.22

73702

55766

Total Income

3,607.31

3,211.72

7,143.85

5,945.28

Employee benefits expense

1,59706

1,343.77

4,338.92

3,361.36

Finance Cost

30.38

26.14

30.47

26.39

Depreciation and Amortization

80.91

74.17

96.61

88.15

Other expenses

359.55

271.94

70760

575.74

Total expenses

2,067.90

1,716.02

5,173.60

4,051.64

Profit before Tax & Exceptional Items

1,539.41

1,495.70

1,970.25

1,893.64

Exceptional items

-

-

-

-

Profit before tax

1,539.41

1,495.70

1,970.25

1,893.64

Tax Expense

406.73

323.34

383.81

339.33

Profit after tax

1,132.68

1,172.36

1,586.44

1,554.31

Earnings Per Share (in '')

- Basic

5.52

5.82

Z73

Z71

- Diluted

5.48

5.75

768

763

Note: Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

2. STATE OF COMPANY''S AFFAIRS

Your Company is a global digital analytics firm that inspires and transforms businesses to excel in the digital world by harnessing the power of data and analytics. Your Company provides a 360-degree view of the digital consumer, enabling companies to predict new revenue streams, anticipate product trends and popularity, improve customer retention rates and optimize investment decisions. Your Company and its Subsidiaries are a trusted partner to enterprises worldwide, including 30 Fortune 500 companies in the retail, CPG, financial services, technology, media & entertainment, travel & hospitality, and industrials sectors and have 1,250 employees in offices in Princeton, New Jersey, San Jose, California, London, Singapore, Bangalore, and Chennai.

Performance Overview:

(a) Standalone Financials

Total income witnessed a growth of 12.32%. The Profit After Tax for the year is at 31.40% of total income with Basic Earnings per share at '' 5.52.

(b) Consolidated Financials

Total income witnessed a growth of 20.16%. The Profit After Tax for the year is at 22.21% of total income with Basic Earnings per share at '' 7.73.

A comprehensive examination of your Company''s operations, encompassing performance in markets, business outlook, as well as risks and concerns, is provided in the Management Discussion and Analysis report, a separate section of the Annual Report.

During the year under review, there were no changes in the fundamental nature of your Company''s business.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report pursuant to Regulation 34(2) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time, (“Listing Regulations") constitutes a distinct section within the Annual Report. The Audit Committee of your Company has reviewed the Management Discussion and Analysis Report of the Company for the year ended March 31, 2024.

4. DIVIDEND & TRANSFER TO RESERVES

The Dividend Distribution Policy as adopted and formulated by the Board pursuant to Regulation 43A of the Listing Regulations is available on the website of your Company at https://www.latentview.com/investor-relations/ corporate-governance/.

In line with the policy and considering the requirements to fund the growth prospects of the Company both organic and inorganic, your directors have not recommended any dividend for the Financial Year 2023-24.

Your Company did not have any amounts due or outstanding as on the Balance Sheet date to be credited to the Investor Education and Protection Fund.

During the Financial Year under review, your directors did not propose to transfer any amounts to the general reserves of your Company.

5. SHARE CAPITAL & LISTING

During the year, there was no change in the Authorized Capital of your Company. The Authorised Capital as on March 31, 2024, was '' 300 million comprising 300,000,000 Equity Shares of '' 1/- each.

The share capital movement during the year is tabulated below:

Particulars

Share Capital (Face Value of '' 1 each)

Capital at the beginning of the year, i.e., as on April 01, 2023

204,901,506

Allotment made on November 20, 2023, pursuant to the exercise of options

1,002,445

(ESOP Scheme 2016) at an Exercise Price of '' 40.14/-, '' 76/-, and '' 359/-

per Option.

Capital at the end of the year, i.e., as on March 31, 2024

205,903,951

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

Your Company has also not bought back any of its securities.

The shares of your Company continued to be listed at the National Stock Exchange of India Limited and BSE Limited.

Your Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to National Stock Exchange of India Limited and BSE Limited.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL("KMP")

As on March 31, 2024, the Board of Directors of your Company comprised of 6 Directors, viz., 2 Executive Directors and 4 Independent Directors including 1 woman Independent Director.

Appointment of Directors and Key Managerial Personnel:

There was no appointment of Directors/KMP during the year under review.

Reappointments: Nil

Director liable to retire by rotation:

As per the provisions of Section 152 of the Act, Pramadwathi Jandhyala (DIN: 00732854), Whole-Time Director, whose office is liable to retire at the ensuing 18lh Annual General Meeting (AGM), being eligible, seeks reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends her reappointment. Brief profile of Pramadwathi Jandhyala (DIN: 00732854) is provided in the notes to the Notice of the 18th AGM.

Resignation:

There was no resignation of Directors/KMP during the year under review.

None of the Directors are disqualified under Section 164(2) of the Act.

7. INDEPENDENT DIRECTORS

The Board of Directors of your Company comprises optimal number of Independent Directors. The following Non-Executive Directors are independent in terms of Regulation 16(1) (b) of the Listing Regulations and Section 149(6) of the Act:

1. Dipali Sheth (DIN: 07556685)

2. Mukesh Butani (DIN: 01452839)

3. R. Raghuttama Rao (DIN: 00146230)

4. Reed Cundiff (DIN: 09241056)

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including proficiency).

Your Company has established procedures to be followed for familiarizing the Independent Directors with their roles and responsibilities and business of the Company.

The details of the familiarization programmes imparted for Independent Directors are available on the website of the Company at https://www.latentview.com/investor-relations/corporate-governance/.

During the Financial Year 2023-24, a separate meeting of Independent Directors, without the participation of Non-Independent Directors and members of the Management was held on January 29, 2024.

8. DIRECTOR''S RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with Ind AS as prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended thereof.

Pursuant to Section 134(3)(c) read with 134(5) of the Act, the Board of Directors of your Company hereby states and confirms that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

c) the Directors have 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 have prepared the annual accounts on a going concern basis;

e) the Directors, have laid down Internal financial controls to be followed by the Company and that such Internal financial controls are adequate and were operating effectively; and

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

9. BOARD MEETINGS

The Board of Directors of the Company met five times during the year under review. The details of these meetings including the composition and attendance of the Directors are provided in the Corporate Governance Report forming part of the Annual Report. The necessary quorum was present for all the meetings. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act.

11. CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down in Listing Regulations. A Corporate Governance Report is provided in this Annual Report.

Certificate from M/s. M. Alagar & Associates, Practicing Company Secretaries, confirming the compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to Corporate Governance Report.

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL AND DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014

During the year under review,

- no significant or material orders were issued by regulators, courts, or tribunals against your Company that would affect its going concern status or future operations.

- your Company did not initiate any applications, nor did it have any pending proceedings under the Insolvency and Bankruptcy Code, 2016.

- your Company did not require valuation for one-time settlements or while obtaining loans from banks/ financial institutions at any point during the period under review.

13. WHISTLE BLOWER POLICY - VIGIL MECHANISM

Pursuant to provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, your Company has adopted a Whistle Blower Policy and has established the necessary Vigil Mechanism for Directors and employees whereby direct access to the Chairperson of the Audit Committee was provided. This framework is designed to empower directors, employees, and other stakeholders to confidentially report any unethical behaviour, fraud and violations of our code of conduct, thereby safeguarding against victimization and promoting an ethical workplace.

Your Company hereby affirms that during the year under review no incident reported under vigil mechanism and no person has been denied access to the Audit Committee. Whistle Blower policy is available on the website of your Company at https://www.latentview.com/investor-relations/corporate-governance/

The Policy for determination of material subsidiaries of your Company is available on your Company''s website at https://www.latentview.com/investor-relations/corporate-aovernance/. According to the said policy, LatentView Analytics Corporation, USA is the material subsidiary of your Company.

As of March 31, 2024, your Company does not have any Associate Company/Joint Venture as defined under the provisions of the Act.

Further, pursuant to the Section 129(3) of the Act, a statement containing salient features of the Financial Statements of your Company''s Subsidiaries (including their performance and financial position) in Form AOC-1 is annexed to this report as “Annexure - 1". Further, contribution of subsidiary(ies) to the overall performance of your Company is outlined in Note No.29 of the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of your Company (Standalone & Consolidated) along with Audit report and other relevant documents and audited Financial Statements of subsidiaries, are available on the Company''s website at https://www.latentview.com/investor-relations/financial-results-reports/

15. EMPLOYEE STOCK OPTION PLAN "ESOP"

Your Company has Employee Stock Option Plan 2016 as ESOP scheme in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The principal objectives of this plan are to:

• Rewarding the employees for their performance and contribution to the success and growth of LatentView.

• Providing outsized rewards for outsized performance and create long-term wealth for LatentView and employees.

• Providing an opportunity for the professional partners to become financial partners in the Equity of LatentView.

• Attracting and retaining top talent.

The details of stock options granted & exercised during the year are provided in Note No. 10.1.4 of the Standalone Financial Statements.

The Secretarial Auditor''s certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be placed at the 18lh AGM for inspection by the members.

Further, pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the applicable disclosure as on March 31, 2024 is uploaded on the website of your Company https://www.latentview.com/ investor-relations/financial-results-reports/

16. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integral part of the risk management process, addressing financial and financial reporting risks. It is commensurate with the size and nature of operations. The internal financial controls have been embedded in the business processes.

Assurance on the effectiveness of internal financial controls is done through monitoring and review process by management and internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively. The Audit Committee reviews the reports submitted by the Internal Auditors. Suggestions for improvement are considered and the corrective actions are undertaken.

17. AUDITORS AND AUDIT REPORTS

- Statutory Auditors

The Auditors'' Report does not contain any qualification, reservation, or adverse remark on the Financial Statements for the Financial Year ended March 31, 2024. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The current Statutory Auditors of the Company M/s. B S R & Co. LLP, Chartered Accountants (ICAI registration number 101248W/W-100022) will hold office till the conclusion of the 18lh AGM of the Company. Based on the recommendations of the Audit Committee, the Board at its meeting held on January 29, 2024, has approved the appointment of M/s. Price Waterhouse & Co Chartered Accountants LLP, (Firm Registration No. 012754N/ N500016) as Statutory Auditors for a term of 5 years i.e., from the conclusion of the 18th AGM up to the conclusion of the 23rd AGM, subject to approval of the members.

M/s. Price Waterhouse & Co. Chartered Accountants LLP, have confirmed their eligibility and qualification as required under the Act and Listing Regulations for holding the office as Statutory Auditors of your Company.

- Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. M. Alagar & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors to conduct the Secretarial audit for the year under review. The Secretarial Audit report pursuant to the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations for the year under review in prescribed Form MR-3 is annexed to this Report as “Annexure - 2".

- Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. BDO India LLP, Chartered Accountants, were appointed as the Internal Auditors to conduct the audit for the year under review.

The Internal Auditor of the Company reports functionally to the Audit Committee of the Company, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function. The recommendations of the internal audit team on improvements required in the operating procedures and control systems are also presented to the Audit Committee, for the teams to use these tools to strengthen the operating procedures.

- Cost Auditors

The provisions of Section 148 of the Act and Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

18. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act together with Rule 12 of the Companies (Management and Administration) Rules, 2014, your Company has placed a copy of the annual return as of March 31, 2024 on its website at https://www.latentview.com/investor-relations/financial-results-reports/

19. REWARDS & RECOGNITION

During the year under review, your Company was felicitated with:

- Great Place to Work Certification 2023 to 2024

- India''s Best Workplaces in IT & IT-BPM - November 2023

- India''s Best Workplaces for Women - September 2023

- Post-Pandemic Workplace of the Year - Bronze 2023 to 2024

- Excellence in Cultivating a Culture of Trust and High Performance - Bronze - 2023 to 2024

- NHRD Hosur - Employee Engagement Awards - Runner

- NHRD Hosur - ESG - Winner

- CSR Box Award

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

(A) Conservation of energy

Your Company has always been on the lookout for energy efficient measures of operation and values energy conservation through efficient utilization of the latest technologies. Efforts have been made to ensure optimal usage of energy, avoid wastage and conserve energy. The Company''s Global Delivery Centre in Chennai is located within a LEED Platinum rated green building campus wherein the 80% of our workforce operates. As an ongoing process the Company continues to undertake energy conservation measures to minimize the usage of energy. Below are some of our conscious efforts in energy conservation:

• Continuous monitoring of floor areas after normal working hours and switching off lights.

• Periodic UPS and AC maintenance to ensure efficient working of equipment. Further, all the old AC units installed in critical equipment rooms have been replaced with new, energy-efficient models. These new units use R410 refrigerant, which is environmentally friendly.

• Migrating from in-house computing infrastructure to cloud resulting in significant energy and cost savings.

• Efforts in removing dead loads during weekends. (turn off/plug out Heating elements of vending machines, turn off lighting circuits, ensure all manual operating loads are cut off etc).

• An application is in place to monitor the Energy consumption and track it on a daily basis. 77% of our energy requirement of the Chennai campus is procured from renewable sources.

Cost of energy consumed by your Company forms an insignificant portion of the total costs and the financial impact of these measures is not material.

(B) Technology absorption

LatentView continues to focus on applying the latest algorithms and technology for various business use cases in the Digital, BFSI, Industrial, Consumer Goods, and Retail domains. LatentView''s methodology combines various types of structured and unstructured data that may be available internally within the client''s company firewalls or externally in the public domain to get deeper insights into the client''s business.

In the past year alone, various LatentView teams have developed 10 Gen AI domain-specific solutions for use cases in knowledge management, Marketing content evaluation, Customer support agent bots, Code generation, and Automated Insights generation. LatentView has developed these solutions in Azure (Copilot), Open AI, GCP, and Nvidia microservices platforms. LatentView believes these Gen AI solutions are poised to become mainstream in the coming year and will allow our clients to tap into unstructured data silos such as text, video, images, and voice to improve end-user satisfaction, increase employee productivity, and better business decisions.

LatentView continues to invest in partnerships with Microsoft Fabric, Databricks, Nvidia, no code low code platforms such as Power platform, and cloud providers such as Azure, GCP, and AWS. This would enable LatentView consultants to use Data Engineering, Data Science, Business analysis, and Visualization capabilities to develop insightful analytics solutions for clients.

Expenditure incurred on Research and Development during the year is Nil

(C) Foreign exchange earnings and Outgo

During the Financial Year under review, your Company had foreign exchange earnings of '' 2,634.09 millions and Foreign Exchange Outgo of '' 1,066.40 millions, which includes loan to wholly owned subsidiaries amounting to '' 272.06 millions granted to LatentView Analytics Corporation and '' 791.99 millions granted to LatentView Analytics B.V.

21. DEPOSITS

Your Company has not accepted any deposits during the year under review falling within the ambit of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

22. DISCLOSURES AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is dedicated to providing a healthy work environment to all employees, free from any form of prejudice or gender bias. In line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and the applicable rules Company has implemented a gender-neutral Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace (“POSH") and constituted an Internal Complaints Committee (“ICC").

Your Company has also established a grievance procedure for protection against victimization.

Following are some of the programs and initiatives in place to train employees and the ICC for POSH during the year:

1. All employees are required to undergo a mandatory e-learning module on "Prevention of Sexual Harassment at Workplace."

2. In person workshops are organised for ICC Members, HR personnel and for Managers and employees at a specified grade level.

3. All new joiners are trained on Prevention of Sexual Harassment during their induction program.

4. The constitution of the ICC is prominently displayed within the office premises and is regularly disseminated to employees via email.

The Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace is available on the Intranet and also on the website of your Company at https://www.latentview.com/investor-relations/corporate-governance/ for employees to access as and when required.

During the year under review, there were no POSH complaints filed with ICC.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 134(3)(g) of the Act, particulars of loans, guarantees and investments under Section 186 of the Act made by your Company are set out in Note No. 14 to the Standalone Financial Statements of your Company.

24. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Related Party Transactions (RPT) Policy which is being periodically reviewed by the Audit Committee and approved by the Board. The RPT Policy is available on your Company''s website at https://www.latentview.com/investor-relations/ corporate-governance/

All transactions entered into with related parties during the year under review were in the ordinary course of business and on an arm''s length basis and were approved by the Audit Committee and the Board of Directors.

During the year under review there were no material transactions entered by the Company with any of its related parties necessitating approval of the members.

Certain repetitive transactions were approved through the omnibus route and are reviewed quarterly by the Audit Committee and Board.

Particulars of the contracts, arrangements or transactions entered during Financial Year 2023-24 that fall under the scope of Section 188(1) of the Act in the prescribed Form AOC-2 is annexed to this report as “Annexure - 3".

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

25. RISK MANAGEMENT

Your Company''s Risk Management practice ensures that the long-term vision and mission of your Company are sustained. The practice identifies, assesses, and prioritizes risks, and implements effective strategies to mitigate them. It continuously evaluates the various risks surrounding the business and seeks to review and upgrade its risk management process. To further endeavour, your Board constantly formulates strategies directed at mitigating these risks which get implemented at the executive management level and a regular update is provided to the Board.

The composition of the Risk Management Committee, terms of reference are included in the Corporate Governance Report which forms part of this Report.

The level of business and financial risk inherent in your Company''s operations is commensurate with that of other firms operating in the same industry. Your Company has a robust enterprise risk management framework to identify and evaluate business risk opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance your Company''s competitive advantage. Tine said Risk Management Policy is available on your Company''s website at https://www.latentview.com/investor-relations/corporate-governance/

26. CORPORATE SOCIAL RESPONSIBILTY (CSR)

Your Company has a Corporate Social Responsibility Policy which is uploaded on website of the Company at https://www.latentview.com/investor-relations/corporate-governance/. Further, Annual Report on CSR including a brief outline of the CSR Policy and the activities undertaken during the year under review pursuant to Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as ''''Annexure - 4".

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, your Company is providing the prescribed disclosures on ESG parameters as part of the Business Responsibility and Sustainability Report (“BRSR"), which is annexed to this report as “Annexure - 5". The BRSR includes details on performance against the nine principles of the National Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators.

28. BOARD EVALUATION

Pursuant to provisions of the Act and the Listing Regulations, annual performance evaluation of the Directors including the Chairperson, Board and its Committees has been carried out. As part of the evaluation process, individual criteria for each of the exercise was formulated. Each member of the Board/Committee/Director was sent a formal questionnaire to evaluate different categories based on several parameters. According to the Act and Listing Regulations, they had to rate each parameter individually. The evaluations were presented to the Board, Nomination and Remuneration Committee, and the Independent Directors Meeting for review.

29. PARTICULARS OF REMUNERATION TO DIRECTOR AND EMPLOYEES

The remuneration paid to the directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Details of ratio of remuneration to each Director to the median employee''s remuneration and details of remuneration paid to employees is annexed to this report as “Annexure - 6".

The statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this report. However, the same is not being sent along with this Annual Report to the Members of the Company in line with the provision of Section 136 of the Act. Members who are interested in obtaining these particulars may write to investorcare@latentview.com.

30. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118(10) of the Act, Company complies with all applicable mandatory Secretarial Standards as issued by the Institute of Company Secretaries of India (“ICSI").

31. DIRECTORS & OFFICERS INSURANCE POLICY

Your Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved by the Board. The policy complies with the requirement of Regulation 25(10) of Listing Regulations.

32. CODE FOR PREVENTION OF INSIDER TRADING

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place following policies/codes and the same are available on the website of the Company at https://www.latentview.com/ investor-relations/corporate-governance/:

- Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information;

- Policy for Procedure of Inquiry in case of Leak or suspected leak of Unpublished Price Sensitive Information.

This code lays down guidelines advising the management, Designated Persons and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the Company, and while handling any Unpublished Price Sensitive Information, cautioning them of the consequences of violations.

All compliances relating to Code of Conduct for Prevention of Insider Trading are being managed through a web-based portal installed by the Company.

In Compliance with the abovementioned Regulations, Structural Digital Database (SDD) was maintained by your Company and necessary entries were made to monitor and record the flow of sharing of Unpublished Price Sensitive Information. Adequate training was provided to all employees on the compliance procedures provided in the SEBI (Prohibition of Insider Trading) Regulations, 2015.

33. ACQUISITION

During the year under review, the Board of Directors at their meeting held on March 28, 2024 has approved acquisition of Decision Point Private Limited, a Delhi headquartered Company, leader in AI Business Transformation and Revenue Growth Management Solutions with 300 employees worldwide. The Company brings deep experience in Demand Forecasting, Pricing Analytics, Promotion Analytics, Retail Segmentation, and Marketing mix models with a focus on CPG brands.

34. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and till the date of this Report.

35. ACKNOWLEDGEMENT

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from all its clients, vendors, bankers, financial institutions, business associates, advisors, and regulatory and government authorities. Your Directors also take this opportunity to thank all its shareholders and stakeholders for their continued support and all the employees for their valuable contribution and dedicated service.


Mar 31, 2023

Your directors take pleasure in presenting 17th (Seventeenth) Board''s Report on the business and operations of your Company together with the audited Standalone and Consolidated financial statements for the year-ended March 31, 2023.

1. Highlights of Financial Performance

The standalone and consolidated financial statements of the Company for the financial year-ended March 31, 2023, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

(Amount in t millions)

Description

Standalone

Consolidated

FY 2022-23

FY 2021-22

FY 2022-23

FY 2021-22

Revenue from Operations

2,639.50

2,067.59

5,387.62

4,078.17

Other Income

572.22

212.40

557.66

209.72

Total Income

3,211.72

2,279.99

5,945.28

4,287.89

Employee benefits expense

1,343.77

1,026.45

3,361.36

2,422.32

Finance Cost

26.14

28.97

26.39

31.18

Depreciation and Amortization

74.17

70.38

88.15

81.57

Other expenses

271.94

188.97

575.74

437.33

Total expenses

1,716.02

1,314.77

4,051.64

2,972.40

Profit before Tax & Exceptional Items

1,495.70

965.22

1,893.64

1,315.49

Exceptional items

-

-

-

226.19

Profit before tax

1,495.70

965.22

1,893.64

1,541.68

Tax Expense

323.34

206.35

339.33

246.56

Profit after tax

1,172.36

758.87

1,554.31

1,295.12

Earnings Per Share (in t)

- Basic

5.82

4.15

771

7.09

- Diluted

5.75

4.01

7.63

6.84

Note: Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

2. State of Company''s Affairs

Your Company is a global digital analytics firm that inspires and transforms businesses to excel in the digital world by harnessing the power of data and analytics. The Company provides a 360-degree view of the digital consumer, enabling companies to predict new revenue streams, anticipate product trends and popularity, improve customer retention rates and optimize investment decisions. Your Company and its Subsidiaries are a trusted partner to enterprises worldwide, including 30 Fortune 500 companies in the retail, CPG, financial services, technology, media & entertainment, travel & hospitality, and industrials sectors and has 1,100 employees in offices in Princeton, New Jersey, San Jose, California, London, Singapore, Bangalore, and Chennai.

Performance Overview:

(a) Standalone Financials

Total Income witnessed a growth of 40.87%. The Profit After Tax for the year is at 36.50% of total income with Basic Earnings per share at ? 5.82.

(b) Consolidated Financials

Total Income witnessed a growth of 38.65%. The Profit After Tax for the year is at 26.14% of total income with Basic Earnings per share at ? 7.71.

A detailed analysis of Company''s operations in terms of performance in markets, business outlook, risks and concerns forms part of the Management Discussion and Analysis report, a separate section of the Annual Report.

3. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time, (“Listing Regulations”) is disclosed separately in Annual Report. As required under the provisions of the Listing Regulations, the Audit Committee of the Company has reviewed the Management Discussion and Analysis Report of the Company for the year ended March 31, 2023.

4. Change in the Nature of Business, If Any

During the year under review, there was no change in the nature of business of the Company.

5. Dividend

Considering the investment requirements to fund the growth prospects both organic and inorganic, your directors have not recommended dividend for the Financial Year 2022-23.

6. Transfer to Reserves

During the Financial Year under review, Company has not transferred any amount to General Reserve.

Your Company did not have any amounts due or outstanding as at Balance Sheet date to be credited to the Investor Education and Protection Fund.

7. Listing

The shares of your Company continued to be listed at National Stock Exchange Limited and BSE Limited.

Your Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to National Stock Exchange of India Limited and BSE Limited.

8. Share Capital

During the year, there was no change in the Authorized Capital of the Company. The Authorised Capital as on March 31, 2023, was ? 300 millions comprising of 300,000,000 Equity Shares of ? 1/- each.

During the year, your Company allotted 4,479,508 equity shares of ? 1/- each under the ESOP Scheme 2016. With the said allotment, the paid-up equity share capital has increased to ? 204,901,506 as on March 31, 2023, consisting of 204,901,506 equity shares of ? 1/- each.

Details of the allotment are tabulated below:

Particulars

No. of Equity shares Allotted

Cumulative Paid-up Share Capital

Capital at the beginning of the year, i.e., as on April 01, 2022

-

200,421,998

Allotment on November 15, 2022, pursuant to exercise of option (ESOP Scheme 2016) at an Exercise Price of ? 6.29/-, ? 40.14 /-, and ? 76/- per Option

2,712,019

203,134,017

Allotment on March 16, 2023, pursuant to exercise of option (ESOP Scheme 2016) at an Exercise Price of ? 6.29/-, ? 40.14 /- and ? 76/- per Option

1,767,489

204,901,506

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

The Company has also not bought back any of its securities.

9. Board Meetings

During the year under review, the Board of Directors met 4 times. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

10. Directors and Key Managerial Personnel (“KMP”)

As on March 31, 2023, the Board of Directors of your Company comprised of 6 Directors, viz., 2 Executive Directors and 4 Independent Directors including 1 woman Independent Director.

Appointment of Directors and Key Managerial Personnel

There was no appointment of Directors/KMP during the financial year.

Reappointments: Nil

Director liable to retire by rotation

As per the provisions of Section 152 of the Companies Act, 2013, A.V. Venkatraman (DIN: 01240055), Whole-time Director, whose office is liable to retire at the ensuing AGM, being eligible, seeks reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment. Brief profile of A.V. Venkatraman (DIN: 01240055) is provided in the notes to the Notice of the ensuing AGM.

Resignation

There was no resignation of Directors/KMP during the financial year.

11. Independent Directors

The Board of Directors of the Company comprises optimal number of Independent Directors. The following Non-Executive Directors are independent in terms of Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013 (“the Act”):

1. Dipali Sheth (DIN: 07556685)

2. Mukesh Butani (DIN: 01452839)

3. R. Raghuttama Rao (DIN: 00146230)

4. Reed Cundiff (DIN: 09241056)

Your Company has laid down procedures to be followed for familiarizing the Independent Directors with your Company, their roles, rights, responsibilities in your Company and to

impart the required information and training to enable them to contribute significantly to your Company. The details of the same can be found at https://www.latentview.com/ investor-relations/corporate-governance/.

As required under Section 149(7) of the Act, all the Independent Directors on the Board of the Company have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) and Regulation 25 of Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have confirmed that they have complied with the Company''s Code of Conduct. They have also further confirmed that they have registered their names in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Companies Act, 2013 as the institute for the creation and maintenance of Independent Director''s Databank).

As required under Regulation 25(3) of Listing Regulations, separate meeting of the Independent Directors was held on January 23, 2023.

In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and Listing Regulations and are independent of the management. Further, the Board is also of the opinion that all the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience to act as Independent Directors of the Company.

12. Director''s Responsibility Statement

The financial statements are prepared in accordance with Ind AS as prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended thereof.

As stipulated under the provisions contained in Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Directors, based upon the information and explanations obtained by them as also documents made available to them and to the best of their knowledge and belief, hereby state that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period.

c) the Directors have 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 have prepared the Annual Accounts on a going concern basis.

e) the Directors, have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

13. Significant & Material Orders Passed by the Regulators or Courts or Tribunal

During the year under review, there were no significant and material orders passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company''s operations in future.

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

There were no instances where your Company required the valuation for one time settlement or while taking the loan from Banks/Financial Institutions.

The details of the powers, functions, composition, and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of the Annual Report.

All the recommendations made by the committees of the Board including Audit Committee were accepted by the Board.

15. Audit Committee

Pursuant to the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations, the Audit Committee of the Board as at March 31, 2023 comprises of

• Mukesh Butani - Chairperson

• Pramadwathi Jandhyala - Member

• R. Raghuttama Rao - Member

The Committee met 4 times during the year under review.

16. Nomination and Remuneration Committee & Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations, the Nomination and Remuneration Committee of the Board as at March 31, 2023 comprises of:

• Dipali Sheth - Chairperson

• R. Raghuttama Rao - Member

• Reed Cundiff - Member

• AV. Venkatraman - Member

The Committee has laid down a Nomination and Remuneration policy for appointment and remuneration of Directors, KMP and other Employees including criteria for determining qualifications, positive attributes, Independence of a Director and other related matters as required under Section 178(3) of the Act and Listing Regulations. A copy of the Policy is available on the website of the Company at https://www.latentview. com/investor-relations/corporate-governance/.

Pursuant to the provisions of Section 178 of the Act and Regulation 20 of Listing Regulations, the Stakeholders Relationship Committee of the Board as at March 31, 2023 comprises of

• Reed Cundiff - Chairperson

• Pramadwathi Jandhyala - Member

• AV Venkatraman - Member

17. Vigil Mechanism

Pursuant to provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations your Company has established Vigil Mechanism, which provides for direct access to the Chairperson of the Audit Committee in cases that require reporting about the unethical behaviour, actual or suspected fraud or violation of code of conduct laid down by the Company. This mechanism is governed by Vigil Mechanism Policy,

which covers any act of omission, commission, concealment, misrepresentation, which necessarily are in violation of law of the land, rules, and regulations of the Company, misuse or diversion of the Company''s funds, property, and manpower, intentional financial irregularities including fraud or suspected frauds, unnecessary sharing/leaking of unpublished price sensitive information, manipulation of Company data/records, gross or wilful negligence causing substantial and specific danger to health, safety, and environment and any act, deed, or thing, which goes against the interest of the Company. Whistle Blower policy is available on the website of the Company at https:// www.latentview.com/investor-relations/corporate-aovernance .

The Company has not received any complaints under the Whistle Blower Policy during the Financial year ended March 31, 2023.

18. Dividend Distribution Policy

The Dividend Distribution Policy as adopted and formulated by the Board in terms of Regulation 43A of the Listing Regulations is available on the website of the Company at https://www.latentview.com/investor-elations/corporate-qovemance/.

19. Subsidiary Companies

Your Company has following subsidiaries as on March 31, 2023:

Name of the Subsidiary

Place of Incorporation

LatentView Analytics Corporation

USA

LatentView Analytics Pte. Ltd.

Singapore

LatentView Analytics UK Ltd.

United Kingdom

LatentView Analytics B.V.,

Netherlands

LatentView Analytics GmbH (Step down subsidiary)

Germany

As on March 31, 2023, your Company does not have any Associate/Joint Venture as defined under the provisions of the Act.

The Consolidated Financial Statements are presented as part of this Report in accordance with the Companies Act, 2013, Ind AS 110 and the Listing Regulations, wherever applicable. The statement pursuant to the section 129(3) of the Companies Act, 2013, containing salient features of the Financial Statements of the Company''s Subsidiaries (including their performance and financial position) in Form AOC-1 is annexed to this report as “Annexure - 1.” Further, contribution of subsidiary(ies) to the overall performance of your Company is outlined in Note No. 30 of the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and

separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.latentview.com/investor-relations/financial-results-reports .

Your Company has a “Policy on Material Subsidiaries,” so that your Company could identify such Subsidiaries and set out a governance framework for them. The Policy is put up on the website at https://www.latentview.com/investor-relations/corporate-governance/

20. Employee Stock Option Plan (ESOP)

Your Company has Employee Stock Option Plan 2016 as ESOP scheme in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The principal objectives of this Plan are to:

• Rewarding the Employees for their performance and contribution to the success and growth of LatentView.

• Providing outsized rewards for outsized performance and create long-term wealth for LatentView and employees.

• Providing an opportunity for the professional partners to become financial partners in the Equity of LatentView.

• Attracting and retaining top talent.

The details of stock options granted & exercised during the year are provided in Note No. 15 of the Standalone Financial Statements.

Pursuant to the requirements of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditor of the Company confirming that the Plan has been implemented in accordance with the said Regulations, would be placed at the ensuing Annual General Meeting of the Company for inspection by the members.

As required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the applicable disclosure as on March 31, 2023 is uploaded on the website of the Company https://www.latentview.com/investor-relations/financial-results-reports/

21. Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. M. Alagar & Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditor to conduct the audit for the year under review. The Secretarial Auditor''s report for the year under review in prescribed form MR-3 is annexed to this Report as “Annexure - 2.”

The abovementioned report does not contain any qualification, reservation or adverse remark and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

22. Maintenance of Cost Records and Appointment of Cost Auditor

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

23. Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. BDO India LLP, Chartered Accountants were appointed as the Internal Auditor to conduct audit for the year under review.

The Internal Auditor of the Company reports functionally to the Audit Committee of the company, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function.

24. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022) who were appointed as the Statutory Auditor of the Company at the Annual General Meeting held on September 30, 2019, will continue as the Statutory Auditor of the Company until the conclusion of Annual General Meeting for the financial year ending March 2024.

The Auditors'' Report contains “Unmodified Opinion” on the financial statements (standalone and consolidated) of the Company, for the year ended March 31, 2023, and there are no qualifications in their report.

25. Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

26. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the annual return as at March 31, 2023 on its website at https://www.latentview.com/investor-relations/financial-results-reports/

27. Rewards & Recognition

During the year under review, your Company was felicitated with.

• Great Place To Work Certified (Aug 2022 to Aug 2023) - The recognition is based on the responses given by our employees across various parameters that constitutes

employee satisfaction. This certification further reinforces LatentView Analytics as an employer of choice.

• Top 100 organizations among India''s Best Workplaces TM in IT & IT-BPM 2022 by Great Place to Work India - It reinforces our standing as a “Great Place to Work” for the next generation of professionals. Our employees underpin the confidence and trust our customers place in us, and this recognition shines a light on the positive culture that we all contribute towards every day.

• Silver Award for Excellence in Rewards and Recognition Strategy by The Economics Times Human Capital Awards.

28. Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

(A) Conservation of energy:

Your Company has always been on the lookout for energy efficient measures of operation and values energy conservation through efficient utilization of the latest technologies. Efforts have been made to ensure optimal usage of energy, avoid wastage and conserve energy. The Company''s Global Delivery Centre in Chennai is located within a LEED Platinum rated green building campus wherein the 80% of our workforce operates. As an ongoing process the Company continues to undertake energy conservation measures to minimize the usage of energy. Below are some of our conscious efforts in energy conservation:

• 75% of the lighting systems have been changed from 54W CFL to 30W LED lights, which reduces electricity consumption with a plan to change 100% of lighting to LED in FY24.

• Continuous monitoring of floor areas after normal working hours and switching off lights.

• Periodic UPS and AC maintenance to ensure efficient working of equipment.

• Migrating from in-house computing infrastructure to cloud resulting in significant energy and cost savings.

• Efforts in removing dead loads during weekends. (turn off/plug out Heating elements of vending machines, turn off lighting circuits, ensure all manual operating loads are cut off etc).

• An application is in place to monitor the Energy consumption and track it on a daily basis. 77% of our energy requirement of the Chennai campus is procured from renewable sources.

Cost of energy consumed by your Company forms an insignificant portion of the total costs and the financial impact of these measures is not material.

(B) Technology absorption:

LatentView combines the power of Technology, Math, deep Business domain knowledge with 20 LatentView proprietary solutions and accelerators to enable clients in multiple industries to make better business decisions and assist in their digital transformation journey.

LatentView''s methodology combines various types of structured and unstructured data that may be available internally within the client''s company firewalls or externally in the public domain to get deeper insights into client''s business. To enable better decisions, LatentView combines various types of data with the latest technology & algorithm''s such as Language learning models (ChatGPT), Computer vision, Graph databases, Cloud computing like Azure, AWS, GCP etc, Generative AI embedded low code visualization platforms like Power Platform, Microsoft Fabric etc.

LatentView consultants with deep analytics and AI expertise have been a key driving force to enable change at clients using the latest AI technology. In order to enhance the consultant''s capabilities and for better market access, LatentView has partnered with Snowflake, Databricks, Microsoft Power platform as well as Cloud service providers such as Azure, GCP and AWS. This would enable LatentView consultants to use Data engineering, Data science, Business analysis and Visualization capabilities to develop insightful analytics solutions for clients.

Expenditure incurred on Research and Development during the year is A 17,745,932/-.

(C) Foreign exchange earnings and outgo

During the Financial Year under review, your Company had foreign exchange earnings of T 2,484.66 millions and Foreign Exchange Outgo of T 561.62 millions, which includes loan amounting to T 551.93 millions granted to LatentView Analytics Corporation, a wholly owned subsidiary of the Company.

29. Public Deposits

Your Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

30. Disclosures as Required Under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is committed to provide a healthy environment to all employees that enables them to work without the fear of prejudice and gender bias. Your Company has in place a gender-neutral Prevention of Sexual Harassment (POSH) Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company through this Policy has constituted an Internal Complaints Committee (“ICC”) and has established a grievance procedure for protection against victimization.

Following are some of the programs and initiatives in place to train Employees and the ICC for POSH during the year.

1. Each employee is required to undergo a mandatory e-learning module on “Prevention of Sexual Harassment at Workplace.”

2. All new joiners are trained on Prevention of Sexual Harassment during their induction program.

3. The ICC Members are provided relevant training by an external agency at regular intervals.

4. The Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace is available on the Intranet and also on the website of the company at https://www. latentview.com/investor-relations/corporate-aovernance/for employees to access as and when required.

5. Penal consequences of sexual harassment and the constitution of the ICC are displayed at conspicuous places.

No complaints were received under this Policy during the Financial Year 2022-23.

31. Internal Financial Controls

Internal Financial Controls are an integral part of the risk management process, addressing financial and financial reporting risks. It is commensurate with the size and nature of operations. The internal financial controls have been embedded in the business processes.

Assurance on the effectiveness of internal financial controls is done through management reviews and review by internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively. The Audit Committee reviews the reports submitted by internal auditors. Suggestions for improvement are considered and the corrective action are undertaken.

32. Particulars of Loans, Guarantees or Investments

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 (''Act'') made by the Company are set out in Note No. 14 to the Standalone Financial Statements of the Company.

33. Risk Management

Your Company''s Risk Management practice seeks to sustain the long-term vision and mission of your Company. It continuously evaluates the various risks surrounding the business and seeks to review and upgrade its risk management process. To further endeavour, your Board constantly formulates strategies directed at mitigating these risks which get implemented at the Executive Management level and a regular update is provided to the Board.

The Board of Directors has constituted a Risk Management Committee comprising of.

• R.Raghuttama Rao - Chairperson

• Reed Cundiff - Member

• Rajan Sethuraman - Member

to monitor and oversee the Risk Management System. The composition of the Risk Management Committee, terms of reference are given in the Corporate Governance Report.

The business and financial risk of the Company are akin to any other company in the same line of business. The Company has a robust enterprise risk management framework to identify and evaluate business risk opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company''s competitive advantage. The said Risk Management Policy is available on the Company''s website at https://www.latentview.com/investorrelations/corporate-governance/.

34. Corporate Social Responsibilty (CSR)

The primary focus/objective of the Company''s CSR initiatives is to contribute towards education and livelihood. The Company remains focused on improving the quality of life and engaging communities through health, education, livelihood, sports, environment sustainability and skill development.

The Board of Directors of your Company has approved the CSR Policy to provide a guideline for the Company''s CSR activities. The CSR Policy is also uploaded on Company''s website and can be accessed through the web link at https://www. latentview.com/investorrelations/corporate-qovemance/

The CSR Committee comprises of.

• Pramadwathi Jandhyala - Chairperson

• Dipali Sheth - Member

• A.V. Venkatraman - Member.

The Committee met 2 times during the year. The Board of Directors of your Company has constituted the CSR Committee to help your Company frame CSR Policy, monitor and execute the Company''s CSR activities under its CSR scope.

During the Financial Year, your Company has spent 7 16.33 millionss toward CSR activities. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (''Act'') and Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended by Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, effective from January 22, 2021 (hereinafter “CSR Rules”), is annexed to this report as “Annexure - 3.”

35. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, your Company is providing the prescribed disclosures on ESG parameters as part of the Business Responsibility and Sustainability Report (“BRSR”), is annexed to this report as “Annexure - 4.” The BRSR includes details on performance against the nine principles of the National Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators.

36. Related Party Transactions

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link https://www.latentview.com/investor-relations/corporate-governance/

All transactions entered into with related parties during the year under review, were approved by the Audit Committee and the Board of Directors.

Certain transactions, which were repetitive in nature, were approved through the omnibus route. On a quarterly basis all the transactions are reviewed by the Audit Committee and the Board.

During the year under review there were no material transactions entered by the Company with any of its related parties necessitating approval of the members.

Particulars of the contracts, arrangements or transactions entered during financial year 2022-23 that fall under the scope of Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed to this report as “Annexure - 5.”

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

All Related Party Transactions entered by the Company pursuant to section 188 of the Companies Act, 2013 with related parties during FY 2022- 23 (including any material modification thereof), were in the ordinary course of business and on an arm''s length basis.

37. Board Evaluation

During the Financial Year under review, as mandated by the Companies Act, 2013, your Company conducted an exercise to evaluate the performance of the Board,

Committees of the Board, Chairperson of the Board, the Independent Directors and the other Directors. As part of the evaluation process, individual criteria for each of the exercise was formulated. From these, formal questionnaire listing various parameters on which each of the categories were required to be evaluated was shared with each member of the Board/Committee/Director. They were then required to rate individually on each of the parameters pursuant to provision of Companies Act, 2013 and Listing Regulations. The Evaluations were placed before the Board, Nomination and Remuneration Committee and at the Independent Directors Meeting for consideration.

38. Remuneration to Director and Employees

The remuneration paid to the directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Details/Disclosures of ratio of Remuneration to each Director to the median employee''s remuneration and details of remuneration paid to Employees is given as “Annexure - 6.”

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to investorcare@latentview.com.

39. Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down in Listing Regulations. A report on Corporate Governance is provided in this Annual Report.

Certificate from M/s. M. Alagar & Associates, Practicing Company Secretaries, confirming the compliance with the conditions of Corporate Governance as stipulated under the said Regulations is attached to this report.

40. Secretarial Standards

Pursuant to the provisions of Section 118(10) of the Act, Company complies with all applicable mandatory Secretarial Standards as issued by the Institute of Company Secretaries of India (“ICSI”).

41. Directors & Officers Insurance Policy

The Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved by the Board. The policy complies with the requirement of Regulation 25(10) of Listing Regulations.

42. Events Subsequent to the Date of Financial Statements

As on the date of this Report, there have been no material changes or commitments that have affected the financial position of the Company between the end of the financial year and the date of this report.

43. Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available at https://www. latentview.com/investor-relations/corporate-aovernance/

In Compliance with the abovementioned Regulations, Structural Digital Database (SDD) was maintained by the company and necessary entries were made to monitor and record the flow of sharing of Unpublished Price Sensitive Information (UPSI). Adequate training was provided to all employees on the compliance procedures provided in the SEBI (Prohibition of Insider Trading) Regulations, 2015.

44. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from all its clients, vendors, bankers, financial institutions, business associates, advisors, and regulatory and government authorities. Your Directors also take this opportunity to thank all its shareholders and stakeholders for their continued support and all the employees for their valuable contribution and dedicated service.

By order of the Board of Directors

fOr LATENTVIEW ANALYTICS LIMITED (formerly known as LatentView Analytics Private Limited)

A.V. VENKATRAMAN PRAMADWATHI JANDHYALA

Executive Chairperson Whole Time Director

(DIN: 01240055) (DIN: 00732854)

Date: May 09, 2023 Date: May 09, 2023

Place: New Jersey Place: Chennai


Mar 31, 2022

Your directors take pleasure in presenting 16th (Sixteenth) Board''s Report on the business and operations of your Company together with the audited Standalone and Consolidated financial statements for the year ended March 31, 2022

1. Highlights of Financial Performance

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

(Amount in f million)

Description

Standalone

Consolidated

FY 2021-22

FY 2020-21

FY 2021-22

FY 2020-21

Revenue from Operations

2,067.59

1,433.63

4,078.17

3,058.79

Other Income

212.4

208.14

209.72

208.29

Total Income

2,279.99

1,641.77

4,287.89

3,267.08

Employee benefits expense

1,026.45

606.92

2,422.32

1,772.38

Finance cost

28.97

25.44

31.18

26.08

Depreciation and amortization

70.38

59.53

81.57

68.70

Other expenses

188.97

105.69

437.33

240.70

Total expenses

1,314.77

797.58

2,972.40

2,107.86

Profit before Tax & Exceptional Items

965.22

844.19

1,315.49

1,159.22

Exceptional items

-

-

226.19

-

Profit before tax

965.22

844.19

1,541.68

1,159.22

Tax Expense

206.35

165.04

246.56

244.59

Profit after tax

758.87

679.15

1,295.12

914.63

Earnings Per Share (in f)

Basic

4.15

3.98

7.09

5.35

Diluted

4.01

3.79

6.84

5.10

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

2. State of Company''s Affairs

Your Company is a global digital analytics firm that inspires and transforms businesses to excel in the digital world by harnessing the power of data and analytics. The Company provides a 360-degree view of the digital consumer, enabling companies to predict new revenue streams, anticipate product trends and popularity, improve customer retention rates and optimize investment decisions. Your Company and its Subsidiaries are a trusted partner to enterprises worldwide, including 25 Fortune 500 companies in the Retail, CPG, Financial, Technology and Healthcare sectors and has 860 employees in offices in Princeton, N.J., San Jose, California, London, Singapore, and Chennai, India.

Performance Overview:

(a) Standalone Financials

Total Income witnessed a growth of 38.87 %. The Profit after Tax for the year is at 33.28 % of total income with Basic Earnings per share at R 4.15.

(b) Consolidated Financials

Total Income witnessed a growth of 31.25 %. The Profit after Tax for the year is at 30.20 % of total income with Basic Earnings per share at R 7.09.

A detailed analysis of Company''s operations in terms of performance in markets, business outlook, risks and concerns forms part of the Management Discussion and Analysis, "report, a seperate section of the Annual Report"

3. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time, (“Listing Regulations") is disclosed separately in Annual Report. As required under the provisions of the Listing Regulations, the Audit Committee of the Company has reviewed the Management Discussion and Analysis Report of the Company for the year ended March 31, 2022. Impact of COVID -19 on the business performance of the company during the year under review also provided in this report.

4. Change in the Nature of Business, If any

During the year under review, there was no change in the nature of business of the Company.

5. Dividend

Considering the investment requirements to fund the growth prospects both organic and inorganic, your directors have not recommended dividend for the Financial Year 2021-22.

6. Transfer to Reserves

Your Company has transferred ? 0.67 million as value of unexercised lapsed options to the General reserves for the Financial Year ended March 31, 2022.

Your Company did not have any amounts due or outstanding as at Balance Sheet date to be credited to the Investor Education and Protection Fund.

7. Conversion to Public Limited Company

At the Extra-Ordinary General Meeting dated June 18, 2021, the approval of the shareholders was obtained for conversion of the Company into a public limited company and consequently pursuant to the approval of the Registrar of Companies dated July 16, 2021, the name of the Company has been changed from ''Latent View Analytics Private Limited'' to ''Latent View Analytics Limited.

8. Initial Public Offering & Listing

During the year, your Company completed its Initial Public Offering (IPO) of 30,489,362 equity shares of face value of ? 1 each at an issue price of ? 197 per share, comprising of fresh issue of 24,093,423 shares and offer for sale of 6,395,939 shares by selling shareholders. Your Company received an amount of ? 4,467 million (net of IPO Expenses ? 273 million, retained in the Monitoring Agency account to the extent unpaid) from the proceeds of the fresh issue.

The issue opened on November 10, 2021 and closed on November 12, 2021. The issue was led by book running lead managers viz., Axis Capital Limited, Haitong Securities India Private Limited, ICICI Securities Limited. Pursuant to the IPO, the Equity Shares of the Company was listed on BSE Limited and National Stock Exchange of India Limited on November 23, 2021.

Your Company is happy to inform that the issue was oversubscribed 338 times.

During the year ? 512 Million was utilised towards loan to our subsidiary LatentView Analytics UK Ltd to augment their capital base for future growth as disclosed in the Prospectus.

Your Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to National Stock Exchange of India Limited and BSE Limited.

9. Share Capital

During the year, Authorised Capital of the Company was increased from ? 10,000,000 comprising of 10,000,000 Equity shares of ? 1/- each to ? 300,000,000 comprising of 300,000,000 Equity Shares of ? 1/- each vide Resolution passed at Extra Ordinary General Meeting of the company held on July 30, 2022.

During the year, your Company allotted 19,22,86,923 equity shares of ? 1/- each as fresh issue of shares including IPO allotment. With the said allotment, the paid-up equity share capital has increased to ? 20,04,21,998 as on March 31, 2022, consisting of 20,04,21,998 equity shares of ? 1/- each.

Details of the allotment are tabulated below:

Particulars

No. of Equity shares Allotted

Cumulative Paid-up Share Capital

Capital at the beginning of the year, i.e., as on April 01, 2021

-

81,35,075

Allotment of 9,250 Equity Shares of ? 1 each fully paid-up pursuant to ESOP 2016 [on May 01, 2021 at an Exercise Price of ? 132/- Option]

9,250

81,44,325

Allotment of 66,350 Equity Shares of ? 1 each fully paid-up pursuant to ESOP 2016 [on July 09, 2021 at an Exercise Price of ? 132/- Option]

66,350

82,10,675

Allotment of 5,750 Equity Shares of ? 1 each fully paid-up pursuant to ESOP 2016 [on July 20, 2021 at an Exercise Price of ? 132/- Option]

5,750

82,16,425

Allotment of 28,000 Equity Shares of ? 1 each fully paid-up pursuant to ESOP 2016 [on July 27, 2021 at an Exercise Price of ? 132/- Option]

28,000

82,44,425

Allotment of 28,000 Equity Shares of ? 1 each fully paid-up pursuant to ESOP 2016 [on August 03, 2021 at an Exercise Price of ? 132/- Option]

28,000

82,72,425

Allotment of 16,54,48,500 Equity Shares of ? 1 each fully paid-up pursuant to Bonus Shares. [on August 05, 2021 in the proportion of 20 Equity Shares each for every 1 share held as on Record Date August 05, 2021]

16,54,48,500

17,37,20,925

Allotment of 2,40,93,423 Equity Shares of ? 1 each fully paid-up pursuant to Initial Public Offer [on November 18, 2021 at an offer price of ? 197/- Equity Share. Out of total 3,37,078 shares were allotted at a discount of ? 19 per share to the employees]

2,40,93,423

19,78,14,348

Allotment of 26,07,650 Equity Shares of ? 1 each fully paid-up pursuant to ESOP 2016 [on March 01, 2022 at an Exercise Price of ? 40.14 /- and ? 6.29/- Option]

26,07,650

20,04,21,998

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

10. Board Meetings

During the year under review, the Board of Directors met 16 times. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

11. Directors and Key Managerial Personnel

As on March 31, 2022, the Board of Directors of your Company comprised of 6 Directors, viz., 2 Executive Directors and 4 Independent Directors including 1 women Independent Director.

Appointment of Directors and Key Managerial Personnel

Dipali Sheth was appointed to the Board as an Additional and Independent Director effective from June 15, 2021 and the same was approved by the shareholders at the Extra Ordinary General Meeting of the Company held on June 18, 2021 for a period of five years.

Mukesh Butani, R. Raghuttama Rao and Reed Cundiff were appointed as Independent Directors of the Company by the Shareholders at the Extra Ordinary General Meeting of the Company held on July 22, 2021 for a period of 5 years.

A.V. Venkatraman and Pramadwathi Jandhyala were appointed as Whole time Directors of the Company by the Shareholders at the Annual General Meeting of the Company held on August 05, 2021 for a period of 5 years.

Rajan Sethuraman was appointed as Chief Executive Officer of the Company with effect from July 21, 2021.

Rajan Bala Venkatesan was appointed as Chief Financial Officer of the Company with effect from July 21, 2021.

Kesavan VR was appointed as Company Secretary of the Company with effect from July 21, 2021.

P. Srinivasan was appointed as Company Secretary of the Company with effect from February 11, 2022.

Reappointments: Nil

Director liable to retire by rotation

As per the provisions of the Companies Act, 2013, Pramadwathi Jandhyala, Whole-time Director, whose office is liable to retire at the ensuing AGM, being eligible, seeks reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends her reappointment. Brief profile of Pramadwathi Jandhyala is provided in the notes to the Notice of the ensuing AGM.

Resignation

Kesavan VR resigned from the position of Company Secretary of the Company with effect from February 10, 2022.


12. Independent Directors

The Board of Directors of the Company comprises optimal number of Independent Directors. The following Non-Executive Directors are independent in terms of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 (“Listing Regulations") and Section 149(6) of the Companies Act, 2013 (“the Act"):

1. Dipali Sheth (DIN: 07556685)

2. Mukesh Butani (DIN: 01452839)

3. R. Raghuttama Rao (DIN: 00146230)

4. Reed Cundiff (DIN: 09241056)

Your Company has laid down procedures to be followed for familiarizing the Independent Directors with your Company, their roles, rights, responsibilities in your Company and to impart the required information and training to enable them to contribute significantly to your Company. The details of the same can be found at https://www.latentview.com/investor-relations/corporate-governance.

As required under Section 149(7) of the Act, all the Independent Directors on the Board of the Company have given declarations that they meet the criteria of independence as laid down in section 149(6) of the Act and Regulation 16(1)(b) and Regulation 25 of Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have confirmed that they have complied with the Company''s Code of Conduct. They have also further confirmed that they have registered their names in the Independent Directors'' Databank.

In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management. Further, the Board is also of the opinion that all the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience to act as Independent Directors of the Company.

13. Director''s Responsibility Statement

The financial statements are prepared in accordance with Ind AS as prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended thereof.

As stipulated under the provisions contained in Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Directors, based upon the information and explanations obtained by them as also documents made available to them and to the best of their knowledge and belief, hereby state that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period.

c) the Directors have 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 have prepared the Annual Accounts on a going concern basis.

e) the Directors, have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

14. Significant & Material Orders Passed by the Regulators or Courts or Tribunal

During the year under review, there are no significant and material orders passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company''s operations in future.

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

15. Committees of the Board

As of March 31, 2022, the Board had Six (6) Committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, IPO Committee and Banking and Authorisation Committee.

Pursuant to the resolution passed at the Board Meeting dated May 24, 2022, the Board has constituted a Risk Management Committee in terms of Regulation 21 of the Listing Regulations.

The details of the powers, functions, composition, and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of the Annual Report.

16. Audit Committee

Pursuant to the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations, the Audit Committee of the Board as at March 31, 2022 comprises of Mukesh Butani, Chairperson, Pramadwathi Jandhyala, R. Raghuttama Rao as its Members. The Committee met 3 times during the year under review and recommendations made by the Audit Committee, during the Financial Year under review, have been accepted by the Board.

17. Nomination and Remuneration Committee & Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations, the Nomination and Remuneration Committee of the Board as at March 31, 2022 comprises of Dipali Sheth, Chairperson, R. Raghuttama Rao, Reed Cundiff and A.V. Venkatraman as its members. The Committee has laid down a policy for remuneration of Directors, KMP and other Employees. A copy of the Policy is available on the website of the Company at https:// www.latentview.com/investor-relations/corporate-governance/.

Pursuant to the provisions of Section 178 of the Act and Regulation 20 of Listing Regulations, the Stakeholders Relationship Committee of the Board as at March 31, 2022 comprises of Reed Cundiff, Chairperson, Pramadwathi Jandhyala and Venkat Viswanathan as its members.

The recommendations made by the Committee''s, during the Financial Year under review, have been accepted by the Board.

18. Vigil Mechanism

Your Company has established Vigil Mechanism which provides for direct access to the Chairperson of the Audit Committee in cases that require reporting about the unethical behaviour, actual or suspected fraud or violation of code of conduct laid down by the Company. This mechanism is governed by Vigil Mechanism Policy which covers any act of omission, commission, concealment, misrepresentation which necessarily are in violation of law of the land, rules and regulation of the Company, Misuse or diversion of the Company''s funds, property, and manpower, Intentional financial irregularities including fraud or suspected frauds, unnecessary sharing/ Leaking of unpublished price sensitive information, manipulation

of Company data/records, Gross or wilful negligence causing substantial and specific danger to health, safety, and environment and any act, deed or thing which goes against the interest of the Company. Whistle Blower policy is available on the website of the Company at https:// www.latentview.com/investor-relations/corporate-governance/. There were no complaints received during the Financial Year under review under this Policy.

19. Dividend Distribution Policy

As required under Listing Regulations, your Company has established Dividend Distribution Policy with effect from May 24, 2022. The Dividend Distribution Policy is available on the website of the Company at https://www.latentview.com/investor-relations/corporate-governance/ .

20. Subsidiary Companies

Your Company has following subsidiaries as on March 31, 2022:

1. LatentView Analytics Corporation, USA

2. Latentview Analytics Pte. Ltd., Singapore

3. LatentView Analytics UK Ltd, United Kingdom

4. LatentView Analytics B.V., Netherland

5. LatentView Analytics GmbH, Germany (Step down subsidiary)

As on March 31, 2022, your Company does not have any Associate/Joint Venture as defined under the provisions of the Act.

The Consolidated Financial Statements are presented as part of this Report in accordance with the Companies Act, 2013, Ind AS 110 and the Listing Regulations, wherever applicable. The statement pursuant to the section 129(3) of the Companies Act, 2013, containing salient features of the Financial Statements of the Company''s Subsidiaries (including their performance and financial position) in Form AOC-1 is given in Annexure 1 and therefore not repeated here to avoid duplication. Further, contribution of subsidiary(ies) to the overall performance of your Company is outlined in Note No. 35 of the Consolidated Financial Statements.

The Financial Statements of the Subsidiaries are available on your Company''s website at https://www.latentview.com/investor-relations/financial-results-reports/ .

Your Company has a “Policy on Material Subsidiaries", so that your Company could identify such Subsidiaries and set out a governance framework for them. The Policy is put up on the website at https://www.latentview.com/investor-relations/corporate-governance/

21. Employee Stock Option Plan “ESOP”

Your Company has Employees Stock Option Plan 2016 as ESOP scheme in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The principal objectives of this Plan are to:

• Rewarding the Employees for their performance and contribution to the success and growth of LatentView.

• Providing them with a good and attractive motivationa l tool to improve their performance.

• Providing an opportunity for the professional partners to become financial partners in the Equity of LatentView.

• Attracting the right talent for right roles.

The details of stock options granted & exercised during the year are provided in Note No. 26 of the Standalone Financial Statements.

Pursuant to the requirements of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditor of the Company confirming that the Plan has been implemented in accordance with the said Regulations, would be placed at the ensuing Annual General Meeting of the Company for inspection by the members.

As required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the applicable disclosure as on March 31, 2022 is uploaded on the website of the Company https://www.latentview.com/investor-relations/ financial-results-reports/

22. Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Alpna Galgat, Practising Company Secretary (ACS No.: 47639 and CP No.: 17528), was appointed as the Secretarial Auditor to conduct audit for the year under review. The Secretarial Auditor''s report for the year under review is annexed to this Report as “Annexure-2".

The report does not contain any qualification, reservation or adverse remark except for a remark regarding delay in filings of few intimations to authorized dealer bank which is due to delay in approval of previous filings made by the Company. During the year under review, the Secretarial Auditor has not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

23. Maintenance of Cost Records and Appointment of Cost Auditor

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

24. Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, BDO India LLP, Chartered Accountants were appointed as the Internal Auditor to conduct audit for the year under review.

The Internal Auditor of the Company reports functionally to the Audit Committee of Board, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function.

25. Statutory Auditors

B S R & Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022) who were appointed as the Statutory Auditor of the Company at the Annual General Meeting held on September 30, 2019, will continue as the Statutory Auditor of the Company until the conclusion of annual general meeting for the financial year ending March 2024. However, the members may note that pursuant to the Companies (Amendment) Act, 2017 notified on May 07, 2018, the requirement of ratification of the appointment of the Statutory Auditors in every Annual General Meeting has been omitted, and therefore the Company is not required to seek ratification.

The Auditors'' Report contains ''Unmodified Opinion'' on the financial statements (standalone and consolidated) of the Company, for the year ended March 31, 2022 and there are no qualifications in their report.

26. Reporting of Frauds by Auditors

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any

instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

27. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the annual return as at March 31, 2022 on its website at https://www. latentview.com/investor-relations/financial-results-reports/

28. Recognition

During the year under review, your Company was felicitated with

• Awarded and recognized as a ''Top Firm to work for in AI and Analytics in 2022'' by 3AI - AI & Analytics Association

• Listed as a “Major Contender" on Everest Group''s AA&I Services PEAK Matrix® 2021

• Transformance Forums named “LatentView Analytics Limited" as the WINNER in the category “Best Blended Learning Strategy" for L&D Vision and Innovation Summit and Awards 2021

29. Conservation of Energy, Technology Absorption and Foreign Exchange Outgo

(A) Conservation of energy

Though your Company does not have energy intensive operations being in the service sector, the Company has always been on the lookout for energy efficient measures of operation and values energy conservation through efficient utilization of the latest technologies. Efforts has been made to ensure optimal usage of energy, avoid wastage and conserve energy. The Company''s Global Delivery Centre at Chennai is located within a LEED Platinum rated green building campus. 90% of our energy requirement of the campus is procured from renewable sources. As an ongoing process the Company continues to undertake the energy conservation measures to minimize the usage of energy. Below are some of our conscious efforts in energy conservation:

• Installing LED lights which reduces electricity consumption.

• Continuous monitoring of floor areas after normal working hours and switching off lights.

• Periodic UPS and AC maintenance to ensure efficient working of equipment.

• Replacing old monitors with energy efficient Laptop''s which lead to significant reduction in energy consumption.

• Migrating from in-house computing infrastructure to cloud leading to significant energy and cost savings.

• Efforts in removing dead loads during weekends. (Turn Off/Plug out Heating elements of vending machines, turn off Lighting circuits, ensure all manual operating loads are cut off etc).

During the year under review, some of the steps taken and practices followed by your Company and its employees, towards environment include the following:

• We were awarded IGBC Green Interiors recertification in August 2021 in recognition of our energy conservation efforts.

• We have upgraded the plumbing fixtures to ensure minimise water loss.

• We are in the process of installing of Energy Meters for daily tracking of energy consumption.

• We are in the process of submitting our carbon emissions calculations data on the CDP platform and developing a low carbon pathway.

As the cost of energy consumed by your Company forms a small portion of the total costs, the financial impact of these measures is not material.

(B) Technology absorption

Your Company brings the trifecta of math, tech and business together to inspire and transform businesses to excel in their digital transformation journey. Your company believes in harnessing the power of data and driving smarter and faster decision making. 20 digital solutions states the company''s contribution in helping clients across multiple industries. The employees have been the key driving force with deep expertise in the latest tools and technologies like AI, Computer Vision, Graph Machine Learning, Data Engineering, Process Automation and Business Intelligence and Reporting. In your company''s constant endeavour to deliver holistic solutions to our clients, we have partnered with some of industry''s best solution providers such as Snowflake, Microsoft Power Platform, Google Cloud Platform, Databricks, and Cloud Services offered by Azure and AWS. Your company''s efforts in quality improvement programs, training programs, learning and development , deployment and use of tools and technologies for monitoring projects have helped immensely in increasing efficiency and productivity. Additionally, launch of the Subscription Growth Accelerator has been a significant step in addressing the evolving needs of businesses and driving consumer success.

Expenditure incurred on Research and Development during the year is Nil

(C) Foreign exchange earnings and Outgo

During the Financial Year under review, your Company had foreign exchange earnings of ? 1,961.12 Million and Foreign Exchange Outgo of ? 537.94 Million which includes loan amounting to ? 511.20 Million granted to LatentView Analytics UK Limited, Wholly Owned Subsidiary of the Company.

30. Public Deposits

Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013 during the year under review.

31. Disclosures as Required Under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is committed to provide a healthy environment to all employees that enables them to work without the fear of prejudice and gender bias. Your Company has in place a gender-neutral Prevention of Sexual Harassment (POSH) Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company through this Policy has constituted an Internal Committee and has established a grievance procedure for protection against victimization.

Following are some of the programs and initiatives in place to train Employees and the Internal Committee (IC) for POSH during the year.

1. Each Employee is required to undergo a mandatory e-learning module on ''Prevention of Sexual Harassment at Workplace''.

2. All new joiners are trained on Prevention of Sexual Harassment during their induction program.

3. The IC Members are provided relevant training by an external agency at regular intervals.

4. The Prevention of Sexual Harassment policy is available on the intranet portal for the employees to access as and when required.

5. Penal consequences of sexual harassment and the constitution of the IC are displayed at conspicuous places.

No complaints were received under this Policy during the Financial Year 2021-22.

32. Internal Financial Controls

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. It commensurates with its size and the nature of its operations. The internal financial controls have been embedded in the business processes.

Assurance on the effectiveness of internal financial controls is done through management reviews and review by internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively. The Audit Committee reviews the reports submitted by internal auditors. Suggestions for improvement are considered and the corrective action are undertaken.

33. Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees and investments under section 186 of the Companies Act, 2013 (Act'') made by the Company are set out in Note No. 30 to the Standalone Financial Statements of the Company.

34. Risk Management

Your Company''s Risk Management practice seeks to sustain the long-term vision and mission of your Company. It continuously evaluates the various risks surrounding the business and seeks to review and upgrade its risk management process. To further endeavour, your Board constantly formulates strategies directed at mitigating these risks which get implemented at the Executive Management level and a regular update is provided to the Board. The Board of Directors has constituted a Risk Management Committee to monitor and oversee the Risk Management System. The composition of the Risk Management Committee, terms of reference are given in the Corporate Governance Report.

The business and financial risk of the Company are akin to any other company in the same line of business. The Company has a robust enterprise risk management framework to identify and evaluate business risk opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company''s competitive advantage. The said Risk Management Policy is available on the Company''s website at https:// www.latentview.com/investorrelations/corporate-governance.

35. Corporate Social Responsibilty (CSR)

The primary focus/objective of the Company''s Corporate Social Responsibility (''CSR'') initiatives is to contribute towards education and livelihood. The Company remains focused on

improving the quality of life and engaging communities through health, education, livelihood, sports, Environment Sustainability and skill development.

The Board of Directors of your Company has approved the CSR Policy to provide a guideline for the Company''s CSR activities. The CSR Policy is also uploaded on Company''s website and can be accessed through the web link at https://www.latentview.com/investor relations/ corporate-governance/

The Corporate Social Responsibility Committee comprises of Pramadwathi Jandhyala, Chairperson, Dipali Sheth and A.V. Venkatraman as its members. The Committee met 1 (one) time during the year. The Board of Directors of your Company has constituted the CSR Committee to help your Company frame, monitor and execute the Company''s CSR activities under its CSR scope.

During the Financial Year, your Company has spent ? 135 lakhs towards CSR activities. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (''Act'') and Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended by Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, effective from January 22, 2021 (hereinafter “CSR Rules"), is annexed to this report as Annexure-3".

36. Business Responsibility Report

The SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 1000 listed entities based on market capitalization. In accordance with the regulations, Business Responsibility Report is enclosed as Annexure 4 to this report.

37. Related Party Transactions

The policy on related party transactions is available on the Company''s website at https:// www.latentview.com/investor-relations/corporate-governance/

All related party transactions are placed on a quarterly basis before the Audit Committee and before the Board for approval. Approval of the Audit Committee and the Board was obtained for the transactions which are foreseeable and of a repetitive nature particular of the contracts or arrangements with related parties referred to in Section 188(1) in the format specified as Form AOC- 2 forms part of this Report as Annexure - 5.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

38. Justification for Entering into Related Party Transactions

All the Related Party Transactions entered into by your Company including rendering of services, sharing of expenses and providing of inter-corporate loans to its Wholly Owned Subsidiaries are in the ordinary course of business and are carried out at arm''s length pricing.

39. Board Evaluation

During the Financial Year under review, as mandated by the Companies Act, 2013, your Company conducted an exercise to evaluate the performance of the Board, Committees of the Board, Chairperson of the Board, the Independent Directors and the other Directors. As part of the evaluation process, individual criteria for each of the exercise was formulated. From these, formal questionnaire listing various parameters on which each of the categories were required to be evaluated was shared with each member of the Board / Committee / Director. They were then required to rate individually on each of the parameters pursuant to provision of Companies Act, 2013 and Listing Regulations. The Evaluations were placed before the Board, Nomination and Remuneration Committee and at the Independent Directors Meeting for consideration.

40. Remuneration to Director and Employees

Details / Disclosures of ratio of Remuneration to each Director to the median employee''s remuneration and details of remuneration paid to Employees is given as Annexure - 6.

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to investorcare@latentview.com.

41. Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. A report on Corporate Governance is provided in this Annual Report.

Certificate from Alpna Galgat, Practising Company Secretary (ACS No.: 47639 and CP No.: 17528), confirming the compliance with the conditions of Corporate Governance as stipulated under the said Regulations is attached to this report.

42. Secretarial Standards

The Company complies with all applicable mandatory Secretarial Standards as issued by the Institute of Company Secretaries of India (“ICSI").

43. Directors & Officers Insurance Policy

The Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved by the Board. The policy complies with the requirement of Regulation 25(10) of SEBI (LODR) Regulations, 2015.

44. Events Subsequent to the date of Financial Statements

As on the date of this Report, your Directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading.

In the opinion of the Directors, no item, transaction, or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

45. Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available at https://www.latentview. com/investor-relations/corporate-governance/

46. Acknowledgments

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from all its clients, vendors, bankers, financial institutions, business associates, advisors, regulatory and government authorities. Your Directors also take this opportunity to thank all its Shareholders and stakeholders for their continued support and all the employees for their valuable contribution and dedicated service.

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