Directors Report of LTIMindtree Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Integrated Annual Report along with the Audited Financial Statements of LTIMindtree
Limited (''LTIMindtree'' or ''the Company'') for the year ended March 31, 2025 (''FY25'')

FINANCIAL RESULTS

D	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	^^^^366,825	342,534 ^	380,081	355,170
Other income	9,738	7,099	9,897	7,019
Total revenues	376,563	349,633	389,978	362,189
Employee benefit expense	225,961	210,490	246,226	227,323
Sub-contracting expenses	36,271	32,349	26,312	25,599
Finance costs	2,707	2,071	2,789	2,217
Depreciation and amortization expenses	9,043	7,604	9,915	8,189
Other expenses	42,894	38,325	42,594	38,374
Total expenses	316,876	290,839	327,836	301,702
Profit before tax	59,687	58,794	62,142	60,487
Tax expense	15,222	13,935	16,122	14,641
Profit for the year	44,465	44,859	46,020	45,846

PERFORMANCE OF THE COMPANY

On a consolidated basis, revenue for the year was INR 380,081 Million with an increase of 7.0% in rupee terms. The increase
in revenue is attributable to growth across all verticals, predominantly Technology, Media & Communications; Manufacturing &
Resources and Banking, Financial Services & Insurance. Profit after tax on a consolidated basis for the year was INR 46,020 Million,
with an increase of 0.4%. For more details, refer to the ''Financial Performance'' section in the Management Discussion and Analysis,
which forms part of this Integrated Annual Report.

MARKETING

Over the past year, our marketing efforts have been pivotal in articulating a new AI-centric vision for LTIMindtree, while also solidifying
our status as a global brand and strategic partner to our customers. We focused on showcasing how LTIMindtree is already solving
today''s complex challenges — while laying the foundations for tomorrow — through AI-driven transformation, as we remain committed
to architecting a future of infinite possibilities.

Even as much of the world grappled with geopolitical uncertainty, businesses across India and the Asia Pacific experienced growth and
optimism, especially with AI at the forefront. As we continue to build a future shaped by this generational shift in technology, we are
proud to be listed among the World''s Best Companies Asia Pacific by TIME Magazine. This recognition was based on revenue growth,
employee satisfaction surveys, and rigorous environmental, social, and corporate governance (ESG) criteria.

LTIMindtree''s ability to grow and thrive in this disruptive landscape is rooted in our strong focus on customer centricity, deep capabilities,
and delivering elevated outcomes. A key highlight was our successful partnership with Scania to transform their battery assembly
process, which helped us secure the prestigious ISG Paragon EMEA Transformation Case of the Year Award. This achievement was
further reinforced by leadership and visionary placements in several key analyst reports, as well as notable partner awards, including:

• Google Partner of the Year for Industry Solution Services for Manufacturing

• IBM Partner Plus Award APAC Winner in the Digital Labor Category

• Snowflake Manufacturing and Industrial Data Cloud Services Partner of the Year

• SAP BTP COE Certification - Gold Tier

Our people and culture are the sources of unbounded energy that propel us forward, enabling us to embrace AI and redefine how
we work, collaborate, and create value. We were recognized as a Great Place to Work™, among the Top 50 Best Companies for
Women in India, and a Top 50 Company with Great Managers 2024™ — reflecting our commitment to empowering individuals
and fostering an environment where innovation meets opportunity. As we strengthen our brand visibility in the coming year, our
employees will continue to serve as passionate ambassadors of the organization''s spirit and potential.

We also remain committed to leading as a responsible corporate citizen, helping build a more equitable future for all. This year, we
were named among India''s Top 50 Most Sustainable Companies by BW Businessworld, reaffirming our commitment to ensuring that
technological advancement serves as a force for good.

As we look ahead with confidence, we are inspired by the challenges we solve for our customers. Every day, we help them reimagine
their technology landscapes, build intelligent ecosystems, and navigate an ever-evolving digital world. With infinite possibilities on
the horizon, we will continue to seize opportunities, capture imaginations, and showcase the very best of LTIMindtree.

HUMAN RESOURCE

• Engagement: LTIMindtree''s ''Rhythm'' framework is a holistic approach to enhance employee engagement and foster a positive
work culture. Built on four key pillars: Connect, Collaborate, Learn, and Grow, our ''Rhythm'' framework aims to create a supportive
and engaging work environment by addressing different aspects of employee experience and fostering a sense of community
within the organization. The initiative, based on the mantra ''Power of Possible,'' includes various employee engagement activities
such as ''Leader Connects'', tech or functional conclaves like ''ignAIte'' (AI Conclave), quarterly center-wise events, ''LTIM Symphony'',
Awards and Milestone Recognitions, Celebrations, Wellbeing Initiatives, and Family Day. By focusing on these areas, LTIMindtree
aims to create a dynamic and inclusive work environment that not only supports employee growth and development but also
strengthens the overall organizational culture.

• Employee Value Proposition: At LTIMindtree, we offer a comprehensive Employee Value Proposition (EVP) that caters to the
diverse needs of our associates. Our EVP encompasses all focus areas, promoting consistent and compelling messaging and
branding for us. LTIMindtree''s EVP is structured around four key pillars - Talent-growth Opportunities, People-centric Culture,
Rich Employee Experience, and Compelling Brand, that help us attract, retain, and engage top talent in the industry.

- Talent-growth Opportunities: With a global presence in 20 sectors, 100 technologies, and 40 nations, we provide our
associates with ample opportunities for career growth and development. Our career framework ''My Career My Growth''
ensures career progression and top talent development for all our associates.

- People-centric Culture: Our people-centric culture is driven by employee-friendly policies, differentiated connect
programs, flexibility, and a performance-driven culture. We believe in empowering our associates to perform at their best
and create a positive impact on society.

- Rich Employee Experience: We provide our associates with a rich and rewarding experience by offering recognition
programs, leadership development programs, wellness-focused initiatives, diversity and inclusion practices, and digitized HR
processes.

- Compelling Brand: LTIMindtree is the preferred technology and innovation partner for over 100 Fortune 500 companies.
We are driven by an AI-first mindset and design and develop differentiated technology solutions that help our clients thrive,
today and tomorrow. Our solutions cater to the greater good of society, making our brand compelling and inspiring for our
associates.

By prioritizing these pillars, we aim to provide a holistic and fulfilling experience for our associates, resulting in a highly engaged and
productive workforce that drives the growth and success of our organization.

• Career and Learning: At LTIMindtree, our commitment to fostering a learning culture is embedded in every aspect of our
operations. Our plan extends to empowering leadership with ''EmpowHer'' - a global, nomination-based leadership development
program for the aspiring women leaders, along with promoting continuous talent development with ''Learn Grow Lead'' and
Manager Development initiatives and encouraging learning through the Shoshin School platform. The strategy also includes
preparing a pipeline of future leaders with succession planning and building a future-ready workforce with our enhanced Talent
Framework 3.0 that focuses on proactive reskilling, precision skill mapping, and demand-supply optimization.

Together, these initiatives help in strengthening competencies and skills, thus boosting career trajectories of our talents.

• Talent Acquisition: LTIMindtree''s talent acquisition strategy aims to build a diverse and skilled workforce to drive growth and
innovation. The hiring plan includes attracting freshers from campuses and exceptional talent in top growth areas like AI and
Digital, Enterprise Apps etc. Upskilling our associates using the new Talent Transformation framework helps us to meet the
growing demand for these skills. Our expansion into new geographies is a key strategy to attract and hire the right talent for our
business.LTIMindtree''s hiring strategy is data-driven and leverages AI to streamline recruitment processes and enhance employee
experience. Collaboration between various departments ensures that the best talent is attracted and retained to support strategic
goals. Additionally, early career hiring and leadership hiring strategies are emphasized to align with the company''s ambitious vision.

• Diversity, Equity, and Inclusion (DEI): LTIMindtree is committed to fostering an inclusive environment and is embracing
diversity to accelerate our journey towards a more equitable future. The gender ratio is Men: 69.58% | Women: 30.37% | Others:

0.05% (as per the updated DEI dashboard). The diversity metrics indicate 0.07% self-identified PWD, 0.25% self-identified
LGBTQ , and 0.17% self-identified veterans (this data is voluntarily self-disclosed by associates and is used strictly for aggregate-
level analysis. The team does not report actual headcounts). The DEI efforts are focused on five key areas: Ethnicity/Nationality,
Disability Inclusion, Gender Equity, LGBTQ Inclusion, and Veterans Support. Some key initiatives include leader advocacy,
building awareness and DEI engagements, new joiner assimilation, best-in-class policies and equitable benefits, inclusive facilities/
workplace, learning and sensitization initiatives, and robust systems and analytics. LTIMindtree has received several awards for
its commitment to DEI, including recognition from Avtar & Seramount, India Workplace Equality Index (IWEI), UN Women India
WEPs (Women''s Empowerment Principles), Businessworld People HR Excellence Awards, and ASSOCHAM.

• Wellness: LTIMindtree''s holistic wellness framework is very comprehensive - it covers emotional, physical, financial, and social
aspects and ensures that employees have access to a wide range of resources and services. The 24/7 medical assistance and
''Employee Assistance Program'' (EAP) are particularly valuable for immediate support, while webinars on mental well-being,
health topics, financial planning, and elder care provide ongoing education and guidance. One of our signature programs,
''Transcend'' has proved to be very effective for personal transformation as it offers a personalized approach to building sustainable
healthy lifestyles.

• HR Digitization: Our HR Digitization focuses on leveraging AI technology to streamline and enhance human resources processes,
overall employee experience, and boost HR agents'' productivity. The team collaborates across departments, aligning HR goals
with organizational objectives and ensuring a smooth transition into a tech-enabled HR ecosystem. Some key areas impacted
by AI are Recruiting and Workforce Management (WFM), Employee Engagement, Learning and Development, Compliance, HR
Shared Services, and Information and Analytics. The plan also includes further innovation with AI-powered tools for interviews,
employee wellness, performance management, and mentorship.

• External Awards and Recognition: LTIMindtree has been recognized as a Great Place to Work™ in France for the second
consecutive year, as a Top 50 Company with Great Managers™ as part of The Great Manager Awards by People Business,
awarded Gold for Collaborative Learning and Silver for Talent Management Strategy at Brandon Hall Group™ HCM Excellence
Awards 2024, Silver for Learning Data Analytics at ETHRWorld Future Skills Awards 2024, and Bronze for Excellence in Cultivating
a Culture of Trust and High Performance at the Economic Times Human Capital Awards 2025. The organization has also been
honoured with the Best Employee Engagement award at the Workplace for Winners (WoW) Conference 2025 by Team Jombay
and recognized at the Bombay Chamber DEI Awards 2024 for winning in the Disability Confidence and Inclusion category.

INFRASTRUCTURE

We have transformed our buildings into green buildings to reduce environmental impact, enhance employee health, and promote
biodiversity. Our eco-design approach includes using vernacular architectural elements, promoting occupant health with good
indoor air quality and ergonomic furniture, maximizing space efficiency, and using sustainable, non-toxic, and locally sourced
materials. We leverage passive interior architecture for natural ventilation and daylight and incorporate high water-efficient fixtures.
Energy efficiency is achieved through VRV systems, reduced lighting power density, and energy-efficient appliances. For detailed
information, please refer to the Environmental section in the Integrated Annual Report, Afc p.82, Section: Green Buildings.

QUALITY INITIATIVES

Quality Management at LTIMindtree aims to bring excellence through continuous refinement and improvements, guaranteeing
superior product delivery.

LTIMindtree''s Quality Management System (QMS) is a robust, client-centric framework emphasizing continual improvement. It
integrates processes that meet all quality standards and invites suggestions for constant enhancement. The QMS portal serves as a
centralized hub for standardization and best practices, covering diverse lifecycles, technologies, and services. Key features include
advanced technologies, cognitive computing, AI, continuous testing, and hyper-automation, ensuring high-quality solutions.

The QMS supports solution delivery, transformation, operational excellence, and innovation, with processes designed by experts and
aligned with industry standards. Client Centricity is the fundamental aspect of LTIMindtree''s Quality Policy.

LTIMindtree strives to be the most client centric partner by delivering business-enabling solutions with high quality and meaningful
experiences not only to its clients but also to its client''s customers. It endeavours to continuously improve its services and solutions,
with focus on agility and creativity by nurturing an environment that promotes learning and sustainable growth.

This year, we recorded a Healthy Response Rate of 60%. 1 in 4 Decision makers/Senior management levels reported familiarity with
the LTIMindtree AI approach and 28% Clients say the conversations around AI/GenAI, with LTIMindtree teams are impressive

The Client Satisfaction rate improved to 5.98 in FY25 from a previous 5.85 in FY24, pointing to our sustained commitment to
building long-term strong and strategic partnerships with our clients. Client Experience Index (EX) has improved further by
2-points placing LTIMindtree 5-points above the industry median. 70% of the respondents are extremely delighted with
their experience.

Delivery Excellence Accelerators

Our delivery excellence accelerators are a suite of solutions designed to achieve desired outcomes at every stage of the project
lifecycle. Examples include

i. AiSyhts: A Gen AI-based solution providing proactive risk management and recommendations, summarizing qualitative and
quantitative data across various delivery execution parameters and client feedback. Benefits include automated analysis, early
alerts, and expedited go-green plans.

ii. Client Feedback Analysis:

• Proactively identifies negative sentiment, client issues, and cross-selling opportunities, with correlation analysis between
internal and external feedback.

• Smart automation for causal analysis reviews quality of causal analysis for low Client Satisfaction Index (CSI) or deviations
in metrics submission. It allocates RAG based on causal quality and provides AI-generated corrective actions, reducing 7PD
effort per month.

iii. Analytics on Risks:

• Smart Risk Assistant: A Gen AI tool offering corrective actions for risks based on organizational historical data and
industry-recommended actions.

• Enterprise Risk Analysis: Highlights areas of the most occurring risks at the organizational level and formulates
recommendations based on historical data.

iv. Analytics on Audits:

• Ticket Data Audit: Conducts automated ticket audits based on predefined rules.

• Correlation analysis between Progressive Work Product Audit (PWPA) findings, client feedback and organizational-level risks
is conducted to obtain detailed insights.

• PDLC Defect Data Analysis: Identifies top contributing factors based on defect/audit data.

• Analysis of repeated findings is done using AI, which has helped to reduce effort by 2PD

v. The Digital Estimator standardizes and automates the entire estimation process from bid to project execution, reducing variance
between Sales and Delivery team estimates, proactively identifying risks to aid in informed resource allocation decisions,
enhancing cost management through controlled estimation deviation and effective change request (CR) management, and
minimizing or eliminating client escalations.

vi. MAP automation in Compass covers the Agile, Maintenance, and Testing lifecycle, enabling direct planning of activities and
work, facilitating performance tracking and metrics report generation with minimal manual intervention. It offers 50% monthly
effort savings for Project Managers, automated generation and tracking of causals to closure within the system, and system-
driven review and approval processes. Deployment includes approximately 250 Agile projects, 33 Testing projects, and 46
Maintenance projects.

Please refer to Data-and-Analytics-Brochure for accelerators, case studies, partner details.
https://www.ltimindtree.com/wp-content/uploads/2024/10/Delivery-Excellence-Accelerators-Brochure.pdf

Escalation Risk Review (ERR)

• LTIMindtree has established a structured ERR framework to ensure timely attention at the right level and to ensure quick mitigation
and corrective action. Critical & high risk rated projects are given immediate attention, ensuring initiative-taking intervention by
senior management.

• This process operates at three levels:

- Organizational Level: Review is conducted on a fortnightly, led by the Chief Delivery Officer (CDO). Weekly status updates
are sent to CDO, CGO (Chief Growth Officer) and Executive Committee members.

- Unit Level: Delivery Heads and Service Line Heads oversee weekly or fortnightly reviews to monitor and mitigate key risks.

- Account Level: Client Partners and Delivery Partners manage risk assessments, with review frequency determined based on
specific project requirements.

• Additionally, a weekly review call, led by Delivery Excellence Head with DE Leadership, addresses critical high-risk matters. During
CDO ERRs, Client Partner, and Delivery Partners present "Go Green" plans to mitigate risks and ensure effective resolution.

For aging projects, which have been in Org/CDO level ERR for more than 8 weeks, there is a separate cadence with CDO.

Compass 2.0

The Project Management Platform is migrated to a unified integrated solution (ServiceNow SPM/GRC) for improved user experience,
enhanced productivity, better compliance, easy reporting and scalability. 85 existing limitations were resolved through this exercise.

Key features & benefits achieved:

• Simplified PMP with pre-populated master process & project specific processes (PM effort saving of 6 hrs per project ~ 9600 hrs
of PM efforts for 1600 managed projects)

• Near live data availability for Senior Management Reviews (SMR) reducing the manual efforts from 8hrs to 1 hr for 2500
Project Managers

• Enhanced project structure to address Billing projects merger within and across contracts. Helps reducing manual efforts especially
during mergers and new Org structure formations. Effort saving for PMs in re-creating projects and artifacts (15 mins per project
for 1000 billing projects), during Reorgs & contract novation

• Detailed Task Planning for all Managed projects integrating with timesheet system (covering 1350 projects & 31K associates) -
enables effective planning & automated metrics

• Introduced Program category to address governance across multiple practices - 50 live programs being managed

• Automated processes related to Audit plans - 350 audits conducted every month

• Automation of Metrics Action plan for all Lifecycles - 300 projects submitting metrics report every month

Obligation Management

At LTIMindtree, Obligation Management ensures 100% compliance with contractual obligations. We have defined organizational-
level Standard Obligations, known as the Gold Copy, which are customized at the account level based on the client''s MSA. Project
Managers and Delivery Managers identify and track SOW obligations, while Delivery Partners and Functional Owners review and
monitor MSA-level obligations.

Our obligation management tool, Insight360, helps upload and monitor MSA and SOW obligations for respective accounts and
projects through periodic assessments. Each obligation is referenced to a specific page and section in the contract document.
Compliance is measured using the Fidelity Index, which tracks the number of obligations met against the monitoring frequency
at both the account and project levels.

• Contractual obligations managed: 25189 obligations across 1916 projects (354 unique obligations across 50 large programs)

Proactive Risk Management: Pre-Win

Pursuit Assurance processes have the objective to identify risks prior to win and enable a Zero-Surprise delivery
execution with ensuring a seamless transition from Pursuit to Delivery. The pursuit assurance process identified a total
of >1640 risks (including >454 risks on deals won), thereby significantly reducing downstream execution risks in FY25.

• Deal Risk Exposure (DRE) Review: Predominantly involves the solution risk review to identify any critical risks associated with
the proposed solution thereby ensuring that the solution is viable and deliverable. The review considers 8 Dimensions and 43
focus areas. Higher the risk score, higher the risk exposure and accordingly RAG assigned and approvals sought prior to solution
submission to client.

194 deals (40 large deals) underwent DRE process. 24 deals won in FY25 with >454 risks identified

• Contract Risk Exposure (CRE) Review: Conducted to assess the risks associated with the contracts being created. This review
helps in identifying any potential issues that could arise from the contractual agreements and allows for necessary adjustments
before submission. The review considers 6 Dimensions and 29 focus areas. Higher the risk score, higher the risk exposure and
accordingly RAG assigned and approvals sought prior to Contract (SOW) submission to client or conducted post-win to baseline
the contract (SOW) risks.

A total of 40 deals (5 large deals) underwent CRE process. 30 CRE reviews were conducted pre-submission while 10
CRE reviews were conducted post-facto

Risk Management: Post-Win

• Green Start Review (GSR) Review: The exit of Pursuit Assurance post win of deal is via the Green Start Review (GSR) process.
A bootcamp to understand the solution & associated risks is conducted and handover done to the Project execution team. The
review takes place considering 11 dimensions & 59 focus areas along with a list of expected deliverables from Pursuit team.
Through this approach, based on the magnitude & impact of gaps & risks, the opportunity is flagged with a RAG status.

89 deals (6 large deals) underwent the GSR process

Post-win of deal, if GSR is RED or the scores of DRE or CRE are >= 2, then this project is flagged off to be part of Unit level ERR
for focused weekly review & attention with leadership.

• Continuous Risk Management & Audits during project execution

• Transition Assurance:

Transition Assurance: Transition assurance activities are conducted for support deals that have a transition phase included to
ensure a smooth transfer of knowledge, assets and associated elements prior to start of the steady state operations. This includes
weekly reviews, and phase exits with Go/No-Go decisions taken.

39 projects (7 large programs) have undergone Transition Assurance significantly reducing surprises during Steady
state/BAU operations

• Start Audits, Process Audits:

- 846 projects have undergone Start Audits covering 20304 controls (incl. 2 large programs)

- 2623 Project Process audits conducted covering 118035 controls (incl. 70 audits across 50 Large programs)

• Other assessments

- 12312 projects have undergone Progressive work product audit (PWPA) and/or Project Development Lifecycle checks
(PDLC) covering >65660 controls

- 186 projects have undergone DelSec (Deliver Securely) assessments identifying 134 risks covering >9332 controls

- 3850 IT Service Management assessments have been performed across 92 projects thereby significantly improving the
maturity of these projects.

CAST Implementation

LTIMindtree''s CAST, a software intelligence platform has been successfully rolled out across 50 accounts, to improve the structural
quality of their software systems. The platform has been used for faster application discovery, modernization, and migration to the
cloud, as well as for architecture blueprint creation, accelerating transition and knowledge transfer, reducing technical debt, and
monitoring application health indicators. Additionally, CAST has been used for software composition analysis, which identifies
security vulnerabilities and license risks.

• CAST Imaging implementation across org -> Total active Accounts - 50, Applications - 892, FTEs - 2377

• CAST Highlight implementation across org -> Total Applications - 589

CAST - Value delivered:

• CAST assessment done for banking customer to modernize 3 applications within 4 months of timeline helping the team with
25% effort savings during development in using all tools including CAST Imaging.

• CAST Imaging played a key role in winning a new manufacturing client with a deal size of $6.4mn TCV for 3 years with possible
extension to 5 years.

• CAST Imaging is showcased as a key tool to the new manufacturing client to use for discovery & modernization in a pre-proposal
phase. The TCV for pre-proposal phase is $68k for 5 weeks.

Lean Implementation

LTIMindtree''s Lean Center of Excellence (COE) is dedicated to fostering a culture of continuous improvement by
promoting Lean principles and methodologies across the organization.

Some of the lean assessments:

1. Travel Management Client:

• 64% improvement in billing cycle by streamlining invoice creation, reducing turnaround and validation time, and eliminating
unnecessary steps.

• 88% improvement in non-regression testing turnaround time, accelerating time-to-market and optimizing the testing process.

2. Retail Client: 25% capacity savings and 7% effort reduction by streamlining non-core tasks, enhancing efficiency and
resource utilization.

3. Fulfillment Team: Identified bottlenecks and automation opportunities, leading to improved time-to-hire, enhanced candidate
experience, reduced interview rejections, and standardized processes.

4. Shared Services Platform: 60% improvement in user onboarding cycle time by reducing approval steps and implementing
automation.

AMS Centre of Excellence (AMS COE)

AMS Centre of Excellence is leveraging its frameworks to perform ITSM assessments, Delivery Model Assessment and has
developed new framework DelSec -''Deliver Securely''.

AMS COE has conceptualized, developed and implemented DelSec framework in collaboration with internal teams to secure the
IT estate of projects by strengthening control measures and proactively identifying risks across various domains. This initiative aims
to enhance communication and awareness about potential vulnerabilities and threats, leading to better risk management. Salient
features of the framework include (i) Proactive Risk Identification and Mitigation (ii) Comprehensive coverage including Access and
password management; Network and platform security; Database management and Program Risks (iii)Workflow managed through
Insight 360 tool. Outcome is to achieve increased client satisfaction and minimized downtime. 186 projects have undergone DelSec
assessments with over 9332 controls validated and proactively identified 134 risks.

Delivery Model Assessment have been performed for 7 large programs and 72 Service Improvements implemented.

In IT Service Management overall, 3850 assessments have been performed by AMS CoE across 92 projects thereby improving
practice maturity. Service Improvements achieved include ticket backlog reduction from 15% to 4%for an RCG client, 160 hours of
manual effort savings in ticket audit and 40% reduction of incidents for clients in Manufacturing domain.

Knowledge Management (KM) COE at LTIMindtree, made significant strides in FY25:

• Knowledge Sharing Sessions had 281K participants (680% of FY24) and 514 sessions (540% of FY24), with Q4 having
1 Lakh participants with 218 sessions

• Knowledge Hub artefacts increased to 3.5K (50% of FY24) with 97K views & downloads. Knowledge Hub 2.0 is released
and improved, with major features like ''KHub Copilot'' agent along with Gen AI search, Knowledge Sharing Sessions workflow
automation, KM benefits leader boards etc.

• FY25 KM Charter with KMM Level 3 (Knowledge Management Maturity model) implementation and Improved Kscore is
successfully achieved. Kscore 100% compliance was achieved across all 56 groups, across all months.

• FY26 KM Charter is to become a Global Best KM organization at KMM Level 4, measured, tracked & achieved through the
defined 4 Guardrails and 16 Parameters.

Spotlight on LTIMindtree Events:

• FY25 ignAIte Event: Delivery Excellence was awarded Best Enabling Unit, showcasing AI/GenAI solutions (SDA, Aisyhts) to over
400 LTIM associates.

• Patent Filing: BGenie patent filed; contender for Q3 FY25 Innovation Award.

• Delex Accelerators Brochure: Published on LTIM website for use in client presentations and QBRs.

• Delex AI Solutions: Hosted on Garuda microsite to demonstrate LTIM''s AI capabilities.

• Knowledge Management Events, conducted Quarterly, featured themes like Best of FY24, Internal Accelerators and Gen AI.
Our largest KM event was "Annual KM event" in Q4 FY25, covering all themes including external partner sessions, had nearly
60 sessions and 27K participants.

• World Quality Week 2024, hosted by Delivery Excellence in the month of November 2024, aimed to enhance QMS awareness
and share best practices. Highlight of the event was a Quizathon, an engaging online quiz that saw enthusiastic participation
from all business units and service lines, promoting learning and collaboration across the organization.

• Compass 2.0 and Gen AI implemented on Service Now platform won the "Global CIO - Project of the Year 2024" award under
"Best Business Applications" category.

Certifications

At LTIMindtree, Delivery Excellence oversees internal and external audits, certifications, and assessments. In our ongoing commitment
to excellence and continuous improvement, we have made significant strides in audits and certifications. These developments
reinforce our dedication to maintaining the highest standards and position us as quality and risk management leaders. Launched
a comprehensive Audit Certification Program with four levels i.e., L1 - Assessor, L2 - Domain Assessor, L3 - Lead Assessor, and
L4 - Senior Assessor. Ten workshops have been conducted, resulting in 146 associates being trained as peer auditors. We strive to
conform to international standards and are proud to be certified with ISO 9001, ISO 27001, ISO 27701, ISO 14001, ISO 45001, ISO
20000-1, ISO 22301, and ISO 31000 for all our corporate offices across the globe, including India, the UK, Europe, South Africa,
Canada, and the USA. LTIMindtree achieved ISO 42001:2023 certification for Artificial Intelligence Management System (AIMS) in
March 2025, making us amongst the first few IT companies to earn this prestigious recognition.

• LTIMindtree has been appraised on CMMI 2.0 DEV & SVC for Level 5.

• LTIMindtree is assessed for SOC 1 & SOC 2 at Enterprise Level (84 controls for SOC1 and 118 controls for SOC 2).

• LTIMindtree is assessed by TISAX, an industry-standard information security assessment (ISA) in the European automotive
industry, to ensure information security and data protection controls.

• LTIMindtree is assessed for PCI-DSS compliance, which provides assurance on security controls for handling cardholder information.

• LTIMindtree undergoes Cyber Essential and Cyber Essential Plus assessments for its UK and Ireland operations. These certifications
help LTIMindtree protect against common cyber threats and demonstrate the Company''s commitment to cybersecurity.

DIVIDEND

A. Dividend - FY25

During FY25, your Company paid an interim dividend of H 20/- per equity share of face value of H 1/- each. Further, the Board of
Directors has recommended a final dividend of H 45/- per equity share of face value of H 1/- each. Accordingly, the total dividend
for FY25, including the recommended final dividend, if approved by the members at the ensuing 29^th Annual General Meeting
(AGM), would be H 65/- per equity share of face value of H 1/- each. The final dividend, if approved by the members, would be
paid within 10 days of AGM to those members whose name appears in the Register of Members as on the Record Date.

The dividend payment is based on the parameters outlined in the Dividend Distribution Policy of the Company which is
in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI
Listing Regulations''). The said Policy is hosted on the website of the Company https://www.ltimindtree.com/wp-content/
uploads/2017/05/Dividend-Distribution-Policy.pdf?pdf=download

B. Unclaimed Dividend

In accordance with the provisions of Section 125 of the Companies Act, 2013 (''the Act'') read the with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), following dividends declared
by the Company & erstwhile Mindtree Limited (Mindtree) and remaining unclaimed for seven years will be transferred to the
Investor Education and Protection Fund (IEPF) during FY26:

Particulars	Date of declaration	Last date for claiming unpaid dividend	Declared by
III Interim Dividend FY 2017-18	18-April-2018	24-May-2025	Mindtree
Final Dividend FY 2017-18	17-Jul-2018	22-Aug-2025	Mindtree
Final Dividend FY 2017-18	22-Aug-2018	25-Sep-2025	LTIMindtree
I Interim Dividend FY 2018-19	17-Oct-2018	22-Nov-2025	Mindtree
Interim Dividend FY 2018-19	24-Oct-2018	29-Nov-2025	LTIMindtree
II Interim Dividend FY 2018-19	16-Jan-2019	21 Feb-2026	Mindtree

During the year under review, the Company transferred dividend of H 42,32,459.00/- which remained unclaimed for a period of
seven consecutive years to IEPF in accordance with the provisions of the Act. Details of the unclaimed dividend are uploaded on the
Company''s website https://www.ltimindtree.com/investors/dividend/

Pursuant to the applicable provisions of the Act, read with the IEPF Rules, the Company has transferred 89,366 equity shares to IEPF
out of which 462 shares have been retrieved till March 31, 2025. The shareholders may claim their respective shares transferred to
IEPF by making an application as per the procedure outlined under Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016.

DETAILS OF UNCLAIMED SHARES

In terms of the requirements under Regulation 39 of the SEBI Listing Regulations, details of unclaimed shares held in demat accounts
titled as ''Demat Suspense Account'' and ''Escrow Demat Account'' form part of Annexure A to this report.

CHANGES IN SHARE CAPITAL

During the year under review, 1,22,173 equity shares of face value of H 1/- of the Company were allotted to LTIMindtree Employee Welfare
Trust under ''LTIMindtree Limited Employee Stock Option Plan 2021'' and ''LTIMindtree Limited Employee Stock Option Scheme 2015''.

Accordingly, the paid-up equity share capital of the Company increased from H 296.16 Million as at March 31, 2024, to H 296.28
Million as at March 31, 2025.

CAPITAL EXPENDITURE

As on March 31, 2025, on consolidated basis, the gross fixed and intangible assets stood at INR 58,608 Million (previous year INR
54,783 Million), out of which assets amounting to INR 7,959 Million (previous year INR 11,791 Million) were added during the year.
The net fixed and intangible assets stood at INR 20,768 Million (previous year INR 18,868 Million).

As on March 31, 2025, on standalone basis, the gross fixed and intangible assets stood at INR 49,428 Million (previous year
INR 45,621 Million), out of which assets amounting to INR 7,616 Million (previous year INR 11,619 Million) were added during the
year. The net fixed and intangible assets stood at INR 19,950 Million (previous year INR 17,711 Million).

LIQUIDITY

Your Company maintains sufficient cash to meet its operations and strategic objectives. On standalone basis, cash and investments
(net of short-term borrowings) have increased from INR 93,441 Million as at March 31, 2024 to INR 103,308 Million as at
March 31, 2025.

CREDIT RATING

Details of Credit rating received during the year form part of ''Annexure E - Corporate Governance Report'', forming part of
this Report.

Further, shares in the folios/demat accounts in which dividend(s) have remained unclaimed for seven consecutive years will also
be transferred to IEPF.

Members are requested to claim dividend(s) which have remained unclaimed, by sending a request to the Company at e-mail ID
[e-mail] or to the Company''s Registrar and Share Transfer Agent (RTA) at e-mail [e-mail]
or to their postal address C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai-400 083, Maharashtra, India.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits
from public was outstanding as on the date of the balance sheet.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

As on March 31, 2025, the Company had 19 subsidiaries as against 21 in the previous year.

Due to an internal reorganization exercise, following were the changes in subsidiaries during the year:

A. Amalgamation

Nielsen Partner Unternehmensberater GmbH, a step-down subsidiary of Company was merged with LTIMindtree GmbH,
a direct subsidiary in Germany w.e.f. October 2, 2024.

B. Liquidation/Deregistration

Following subsidiaries were liquidated/deregistered during the year:

i. Nielsen & Partner Pty Ltd. (Australia) w.e.f. October 23, 2024

ii. Syncordis SARL (France) w.e.f. November 29, 2024

iii. LTIMindtree LLC (USA) w.e.f. January 21, 2025

During the year under review, Syncordis Limited (UK) was liquidated on April 1, 2025, while deregistration as per local laws is
under process.

C. Incorporation

During the year under review, following subsidiaries were incorporated:

i. LTIMindtree Consulting Brazil Ltda. (Brazil) as 100% subsidiary of the Company w.e.f. September 26, 2024.

ii. LTIM Aramco Digital Solutions for Information Technology Company, a Joint Venture Company in the Kingdom of Saudi
Arabia with 51% shareholding with the Company and 49% shareholding with Global Digital Integrated Solutions Company
(Global Digital), a wholly-owned subsidiary of Saudi Arabian Oil Company (Saudi Aramco) w.e.f. November 22, 2024.

I n order to augment Company''s efforts to position itself as a truly AI-first organization, encapsulated by the vision of
"AI in Everything, Everything for AI, AI for Everyone" and in order to enhance its AI capabilities, LTIMindtree USA Inc.,
a wholly-owned subsidiary of LTIM has made a strategic investment in Voicing.AI, Inc., an autonomous operations solutions
company in the USA. Voicing. AI''s proprietary technology brings human-like voice capability across more than 20 languages
with conversational, contextual, and emotional intelligence, in what is typically referred to as ''agentic AI''.

I n accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial
statements of the subsidiary companies in Form AOC-1 are provided in Annexure B of this Integrated Annual Report. The
statement provides details of performance and financial position of each of the subsidiary.

In line with the requirements of Regulation 16(1 )(c) of the SEBI Listing Regulations, the Company has a policy on identification of
material subsidiaries, which is available on the Company''s website, https://www.ltimindtree.com/wp-content/uploads/2018/11/
Material-Subsidiarv-Policv.pdf.

During the financial year and as on the date of this Report, there are no material subsidiaries of the Company and
associate companies.

Pursuant to the requirements of Section 136 of the Act, the Standalone and Consolidated financial statements along with
relevant documents and audited financial statements of the subsidiaries are hosted on the Company''s website https://www.
ltimindtree.com/investors/annual-reports/

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY
PROVIDED

Details of investments made and/or loans or guarantees given and/or security provided, if any, are given in the notes to the
Standalone and Consolidated financial statements which form part of the Integrated Annual Report.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions were in the ordinary course of business and on arm''s length terms.
During FY25, on a quarterly basis, the Audit Committee has reviewed the related party transactions vis-a-vis the omnibus approval(s)
accorded by it.

The Company had also obtained Members approval at its 28^th AGM held on June 26, 2024 for entering into Material Related Party
Transactions up to an amount of H 2000 Crore with Larsen & Toubro Limited (L&T), Holding Company, which is valid till the date of
29^th AGM. Since the aggregate amount of contract(s)/transaction(s) to be entered into with L&T during FY26 may exceed H 1000
Crore, it is proposed to seek approval of Members up to an amount of H 1500 Crore and a proposal in this connection forms part
of the Notice convening this AGM.

There was no material related party transaction, involving payment made to related party with respect to brand usage/royalty,
requiring approval of the shareholders during FY25. Furthermore, there was no contract/arrangement with related parties referred
to in sub- section (1) of Section 188 of the Act, which required Board''s approval.

Related Party Transactions entered during FY25 were in compliance with the Act, SEBI Listing Regulations, details whereof are
disclosed in the section ''Notes to the financial statements'' forming an integral part of this Integrated Annual Report.

TRANSFER TO GENERAL RESERVES

During the year, the Company has not transferred any amount to General Reserves on declaration of dividend.

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

Information as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation
of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure C to this Report.

RISK MANAGEMENT

The Company has formulated a risk management policy and put in place a mechanism to apprise the Board/Audit Committee on
a quarterly basis, risk assessment, minimization procedures and governance at various levels to ensure that executive management
controls risk by means of a properly designed framework. A detailed note is given in the Risk Management section forming part of
the Integrated Annual Report.

CYBER SECURITY

At LTIMindtree, information security is of paramount importance. In the endeavor to maintain a robust cyber security posture,
your Company has remained abreast of emerging cyber security events globally, so as to achieve higher compliance and continuity.
State-of-the-art and Artificial Intelligence enabled cyber security solutions have been deployed to detect and prevent malicious
attempts, and partnerships with leading cyber security providers are in place for adequate service and support. While employees
functioned effectively as a remote and hybrid workforce, the Company continued to remain vigilant in the face of changing cyber
security threats. Your Company continues to be certified against the Information Security Management System (ISMS) Standard ISO
27001:2013 and Privacy Information Management Systems (PIMS) Standard ISO27701. In addition, the Company has been attested
in SSAE18 SOC1 and SOC2 by an independent audit firm.

CORPORATE SUSTAINABILITY

At LTIMindtree, sustainability is woven into DNA of the Company and ingrained in core values that guides decision-making, ethical
governance standards, and actions.

LTIMindtree embeds Environmental, Social, and Governance (ESG) principles into every facet of operations and value chain to foster
a sustainable and equitable future. ESG Vision is more than just a statement; it is driven with a deep commitment by interlacing
meaningful practices and initiatives to make positive impact on the planet with environmental stewardship, nurture diversity, equity,
and well-being of employees, promote social inclusivity with communities, and long-term value addition to external stakeholders.
This creates a framework that not only supports present generations but also secures a sustainable future for those to come.

Through CSR initiatives, LTIMindtree weaves better future for marginalized communities by collaborating with local communities
and NGOs in focal areas of Education, Empowerment, Environment, and Health, creating a ripple effect of positive changes.
Partnering with NITI Aayog, LTIMindtree is implementing the Integrated Village Development Program (IVDP) in 16 aspirational
blocks across India.

LTIMindtree strives to exceed regulatory requirements and financial objectives, continuously innovating to set new standards in
sustainability performance and disclosures rooted in integrity, transparency, and compliance. Company''s sustainability disclosures
underscore dedication and alignment to global and national frameworks and standards such as Sustainable Development Goals (SDGs),
United Nations Global Compact (UNGC) Principles, Global Reporting Initiative (GRI), Taskforce on Climate-related Financial Disclosures
(TCFD), Taskforce on Nature-related Financial Disclosures (TNFD), National Guidelines on Responsible Business Conduct (NGRBC) etc.

LTIMindtree has made significant strides in multiple facets of corporate sustainability. Mature performance in the ESG arena has
solidified its reputation, earning numerous accolades detailed in our sustainability reports available on our website.

(https://www.ltimindtree.com/social-responsibility/)

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures required to be given under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 are provided in the Annual Report on CSR Activities for FY25, forming part of the Report as Annexure D.

The CSR Policy and CSR Annual Action Plan for FY25 are available on the Company''s website, www.ltimindtree.com/social-
responsibility/

Chief Financial Officer has certified that the funds disbursed for CSR related activities have been utilized for the purpose and in the
manner recommended by CSR Committee and approved by the Board of Directors for FY25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Appointments

a) Mr. Vipul Chandra was appointed as Chief Financial Officer w.e.f. April 25, 2024.

b) Mr. S.N. Subrahmanyan was appointed as Non-Executive Chairman w.e.f. June 27, 2024.

c) Mr. Venugopal Lambu was appointed as CEO-Designate and Whole-time Director w.e.f. January 24, 2025.

Cessations

a) Mr. Vinit Teredesai resigned as Chief Financial Officer w.e.f. April 24, 2024.

b) Mr. A.M. Naik, Founder Chairman relinquished his office w.e.f. June 26, 2024.

c) Mr. Sudhir Chaturvedi resigned as President-Markets & Whole-time Director w.e.f. January 27, 2025.

The Board recognized the efforts put in and contributions made by Mr. Vinit Teredesai during his tenure as Chief Financial Officer.

The Board of Directors and the LTIMindtree family placed on record, a deep sense of appreciation for Mr. Naik''s remarkable efforts
in founding this Company and his unwavering dedication towards building this Information Technology giant within the L&T group
and the outstanding leadership and contribution towards the growth and success of the Company.

The Board also placed on record its deep appreciation towards the significant contributions made by Mr. Sudhir Chaturvedi, during
his stint as the President - Markets and Board member of Company. The Board also recognized the pivotal role that Mr. Chaturvedi
played in driving success across Sales, Marketing, Alliances, and other key strategic functions.

Re-appointment of Directors

Mr. Nachiket Deshpande (DIN: 08385028) and Mr. S.N. Subrahmanyan (DIN: 02255382), Directors, retire by rotation, and being
eligible, have offered themselves for re-appointment at the 29^th AGM.

Notice convening the 29^th AGM includes the above-mentioned proposal for re-appointments and the requisite disclosures under
Section 102 of the Act, Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by
the Institute of Company Secretaries of India.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report is annexed as Annexure E to this Report.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 7 (seven) times during the year under review. Details of these Board meetings are provided in the
Corporate Governance Report which is Annexure E to this Report. The gap between two board meetings was within the time
prescribed under the Act and SEBI Listing Regulations.

During FY25, Independent Directors held their separate meetings on April 16, 2024 and January 16, 2025, respectively, in accordance
with the requirements of Schedule IV of the Act, Secretarial Standard-1 on Board Meetings issued by the Institute of Company
Secretaries of India and the SEBI Listing Regulations.

BOARD COMMITTEES

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders'' Relationship
Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. The
Board has also constituted Strategic Investment Committee. Details of each of these committees outlining their composition, terms of
reference and meetings held during FY25, are outlined in the Corporate Governance Report forming part of this Report as Annexure E.

During FY25, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy (''NRC Policy'') is in place laying down the role of Nomination and Remuneration
Committee (NRC), criteria of appointment, qualifications, term/tenure etc. of Executive Directors & Independent Directors, annual
performance evaluation, remuneration of Executive Directors, Non-Executive/Independent Directors, Key Managerial Personnel &
Senior Management, and criteria to determine qualifications, positive attributes & independence of Director.

The NRC policy is available on the Company''s website at https://www.ltimindtree.com/wp-content/uploads/2019/05/LTI-Final NRC-
Policy.pdf?pdf=download

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the
Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which has been duly
assessed by the Board as part of their annual performance evaluation exercise. Further, in terms of Regulation 25(8) of the SEBI Listing
Regulations, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement
and without any external influence.

The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to
the Act.

ANNUAL RETURN

The annual return for FY25 is available on the Company''s website, https://www.ltimindtree.com/investors/annual-reports/

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size,
scale and complexity of its operations. The Audit Committee comprising of professionally qualified Directors with majority being
independent, interacts with the statutory auditor, internal auditors and the management in dealing with matters within its terms
of reference.

The Company has a proper and adequate system of internal controls. These controls ensure transactions are authorized, recorded
and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition,
there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning
of the Act. An extensive program of internal audits and management reviews supplement the process of internal financial control
framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls.

The internal financial control framework design ensures that financial and other records are reliable for preparing financial and
other statements. In addition, the Company has identified and documented the key risks and controls for each process that has a
relationship to the financial operations and reporting. At regular intervals, internal teams test the identified key controls. The Internal
auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting.
The Statutory Auditors'' Report include a report on the internal financial controls over financial reporting.

In order to maintain objectivity and independence, Internal Auditor reports to the Chairperson of Audit Committee of the Board. The
Audit Committee defines the scope and authority of the Internal Auditor. Internal Auditor monitors and evaluates the efficacy and
adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies
at all locations of the Company and its subsidiaries. Based on the report of Internal Auditor, process owners undertake corrective
action in their respective areas and thereby strengthen the controls. Significant audit observations and necessary corrective actions
are presented to the Audit Committee.

The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with
the nature and size of its business operations and operating effectively, and no material weakness exists during FY25.

COMPLIANCE MONITORING SYSTEM

At LTIMindtree, regulatory compliance is an integral part of the way Company does business. Your Company has put in place a
robust compliance management framework that outlines the Company''s philosophy towards compliance culture, understanding
of regulatory/compliance changes, coverage, approach, responsibilities, risk matrix and training and continuous monitoring of
regulatory/compliance changes.

The Company believes that a good framework is essential to track statutory compliance for the successful conduct of business
operations and high standards of corporate governance. The Company has further enhanced the mechanism to monitor
compliances by setting up the Compliance Committee for governance and monitoring of the compliance obligations globally to
review performance and remediation plans on an ongoing basis. The Global compliance update is presented to the Audit Committee
on a quarterly basis.

Review of key compliances/regulations are covered as part of internal audit scope every year and Corporate Compliance Team also
carries out compliance Tool audit and acts as second line of defense to strengthen regulatory Compliance risk Management. The
Company maintains lists of applicable laws and compliance checklist(s) for regulations across multiple jurisdictions applicable to
branches and subsidiaries, that are monitored and tracked through the in-house compliance tool. Training is provided to various
stakeholders on the introduction of new provisions and amendment to existing provisions of the Regulations.

The Company engages external consultants to review and provide compliance checklist(s) for new locations and update the
compliance checklist(s) for existing locations. In the compliance tool the compliance tasks are mapped to process owners who

submit the tasks with supporting evidence. Identified key stakeholders across functions ensure and confirm compliance with the
provisions of all applicable laws.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

i. i n the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no
material departure;

ii. 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 and of the profit of the

Company for the year ended March 31, 2025;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud

and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal

financial controls are adequate and operating effectively; and

vi. 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.

ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

The annual evaluation of the performance of the Board for FY25 was carried out with the help of an external agency. Online

evaluation of the Board, Board Committees, Chairman and individual Directors was carried out through structured online

questionnaire. The evaluation also covered specific criteria and the grounds on which all Directors in their individual capacity were
evaluated including fulfillment of the independence criteria for Independent Directors as laid in the Companies Act, 2013 and the
SEBI Listing Regulations.

The evaluation of the performance of the Board, its Committees, Chairman & Directors and suggestion emanating out of the
performance evaluation exercise were reviewed by the Independent Directors at their separate meeting held on April 17, 2025
and Nomination & Remuneration Committee & Board of Directors at their respective meetings held on April 23, 2025. The Board
evaluation outcome showcasing the strengths of the Board and areas of improvement in the processes and related issues for
enhancing Board effectiveness were discussed by the Nomination & Remuneration Committee and the Board. Overall, the Board
expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as
a whole.

Individual members of the Board were also evaluated against the skills/expertise/competencies identified and approved by the Board
of Directors as are required in the context of Company''s business which, inter-alia, include competence/expertise in areas of:

• Strategy and Planning

• Governance, Risk Management and Compliance

• Finance, Accounts & Audit

• Global experience/international exposure

• Contributor and Collaborator

• Information Technology

• Client Engagement

• Stakeholders Engagement and Industry Advocacy.

The evaluation indicates that the Board of Directors has an optimal mix of skills/expertise to function effectively. The mapping of
board skills/expertise vis-a-vis individual Directors is outlined in the Report on Corporate Governance Report which is attached as
Annexure E to this Report.

DISCLOSURE OF REMUNERATION

The information under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014, is provided in Annexure F to this Report.

Details of employees'' remuneration under Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 is provided in Annexure G to this Report. In terms of the second proviso to Section 136(1) of the Act and the rules
made thereunder, the Board''s Report is being sent to the members without the aforesaid Annexure. Members who are interested
in obtaining copy of the same may send an e-mail at [e-mail].

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries
of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and can work
without fear of discrimination, prejudice, gender bias or any form of harassment at the workplace. The Company has in place a Prevention of
Sexual Harassment (POSH) Policy which meets the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules thereunder. In addition, the POSH Policy is gender neutral. The POSH Policy is available on the
Company''s website under Corporate Governance section and also on Company''s intranet Portal for employees- ULTIMA. The essence of
the policy is communicated to all employees at regular intervals through assimilation and awareness programs. The Company has set up
Internal Committee (IC), both at the corporate office and at every location where it operates in India. The constitution of the IC at each
location is in accordance with the POSH Act and includes a senior woman employee as Presiding Officer and at least one external member.

Following are some of the initiatives in place to train the employees, extended support staff and the Internal Committees (IC) on POSH:

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

2. Training is also extended to extended support staff covering housekeeping, security and cab drivers in their regional language.

3. IC Members are imparted relevant training by an external agency during quarterly meetings of the IC.

4. Quarterly awareness mailers are sent across to all employees capturing every essence of the POSH Policy.

5. All employees globally are encouraged to raise a complaint in case of sexual harassment by either writing to the POSH ID -
[e-mail] or registering on POSH tool on the Company''s intranet portal - Ultima.

6. Penal consequences of sexual harassment and constitution of the IC are displayed on the notice boards at all LTIMindtree offices.

Particulars	Number of complaints
Number of complaints pending at the beginning of FY25	2
Number of complaints filed during FY25	8
Number of complaints disposed of during FY25	9
Number of complaints pending as at end of FY25 1

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (''BRSR'')

Pursuant to Regulation 34 of the SEBI Listing Regulations, ''Business Responsibility and Sustainability Report'' along with Report on
Reasonable Assurance of BRSR Core attributes and Limited Assurance of non-core Indicators forms part of this Integrated Annual
Report. The report outlines the initiatives taken by the Company from the Environmental, Social. and Governance (ESG) perspective.

INTEGRATED REPORTING

In the endeavor to enhance the quality of disclosures, an Integrated Report (''IR'') encompassing financial and non-financial information
forms part of the Integrated Annual Report.

LTIMindtree was one of the early adopters of IR in the IT industry. Our IR is set out in accordance with the integrated reporting framework
outlined by International Integrated Reporting Council and SEBI''s circular on Integrated Reporting. Our IR has integrated thinking
embedded in our strategic framework and our integrated business model defines our ability to create long-term value (outputs and
outcomes) out of the capitals available to us (input) with value-accretive activities operating under the strong-governance framework.
Our IR aids all the key stakeholders to get a holistic and long-term view of the Company''s strategic focus areas, future outlook and
value creation which revolves around the six capitals - Financial, Manufactured, Intellectual, Human, Social & Relationship and Natural.

EMPLOYEE STOCK OPTION SCHEMES

During the year, your Company had ''LTIMindtree Employee Stock Option Scheme 2015'' and ''LTIMindtree Employees Stock Option
Plan 2021'' (collectively ''ESOP Schemes'') which were administered through LTIMindtree Employee Welfare Trust.

The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available on the
Company''s website, https://www.ltimindtree.com/investors/annual-reports/

The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with the Act and abovementioned SEBI Regulations
is given in Annexure H to this Report.

CEO & CFO CERTIFICATE

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of Chief Executive Officer &
Managing Director and Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2025, is given in
Annexure - 1 to the Corporate Governance Report.

WHISTLEBLOWER MECHANISM

Details of the Whistle Blower Mechanism forms part of ''Annexure E - Corporate Governance Report'', forming part of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements pursuant to Section 129(3) of the Act prepared in accordance with the Accounting Standards
prescribed by the ICAI, forms part of this Integrated Annual Report.

AUDITORS

A. STATUTORY AUDITOR

M/s. Deloitte Haskins & Sells Chartered Accountants LLP [ICAI Registration No. 117364W/W100739] were appointed as
Statutory Auditor of the Company by the members at their 26^th AGM, for a period of 5 years from conclusion of the 26^th AGM
till conclusion of the 31^st AGM.

The reports issued by the Statutory Auditor on the standalone and consolidated financial statements of the Company for the
year ended March 31, 2025 do not contain any qualification, observation or comment or remark(s) which have an adverse
effect on the functioning of the Company and therefore, do not call for any comments from Directors. Further, the Statutory
Auditor has not reported any fraud as specified under Section 143(12) of the Act.

B. SECRETARIAL AUDITOR

The Secretarial Audit Report issued by M/s. Alwyn Jay & Co., Practising Company Secretaries for FY25 is annexed as
Annexure I to this Report. The Secretarial Auditor''s Report to the Members does not contain any qualification or reservation
which has any material adverse effect on the functioning of the Company.

Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with
Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Audit Committee and the Board of Directors at their respective meetings held on April 23, 2025 have approved & recommended
for approval of Members, appointment of M/s Alwyn Jay & Co, Practising Company Secretaries (Firm Registration Number
P2010MH021500) as Secretarial Auditor for a term of upto 5(Five) consecutive years, to hold office from April 1, 2025 upto
March 31, 2030.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under Section 148 of the Act are not applicable to the
business activities carried out by the Company.

OTHER DISCLOSURES

I. Remuneration received by Whole-time Director from subsidiary company: During the year under review, no Whole-time
Director received remuneration from any of the subsidiary(ies) of the Company.

II. During the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016,
either by or against the Company, before NCLT or other court(s).

AWARDS & RECOGNITIONS

LTIMindtree has been honored with the prestigious Golden Peacock Award for Excellence in Corporate Governance - 2024. This
recognition is a testament to the principles, values, ethos upheld by our Company as part of L&T group. This award is not just a
recognition of our endeavours but also a motivation for us to continuously strive for excellence in corporate governance in all areas
of operation. We are committed to maintain and enhance our governance practices to meet the evolving needs of our stakeholders
and the regulatory environment.

The award was received by Mr. Vipul Chandra, CFO, at the Golden Peacock Awards Presentation Ceremony held on November 13,
2024, in London.

Technology/Business awards:

1. Wins 2024 Google Partner of the Year for Industry Solution Services for Manufacturing

2. Named APAC Geography Winner of IBM Partner Plus Award in the Digital Labor Category

3. Named Snowflake Manufacturing and Industrial Data Cloud Services Partner of the Year 2024

4. Wins 2024 Pega Partner Industry Excellence Award for Healthcare and Life Sciences

5. Recognized as Finalist for Microsoft Community Response Partner of the Year Award, 2024

6. Awarded Silver for Learning Data Analytics at ETHRWorld Future Skills Awards 2024

7. Achieved Fourth Consecutive Reaccreditation as Azure Expert Managed Services Provider

8. Recognized Among India''s Top 50 Most Sustainable Companies by BW Businessworld

9. Scania and LTIMindtree Win ISG Paragon EMEA Transformation Case of the Year Award

10. Recognized as a Microsoft Security Excellence Awards Finalist for Diversity in Security

11. Becomes Workato Gold Partner, Accelerating AI-Powered Automation

12. LTIMindtree awarded SAP BTP COE Certification - GOLD Tier!

Top Analyst Recognitions:

1. LTIMindtree Positioned as a ''Visionary'' in 2024 Gartner® Magic Quadrant™ for Cloud ERP Services.

2. LTIMindtree Positioned as a ''Visionary'' in 2024 Gartner® Magic Quadrant™ for Public Cloud IT Transformation Services.

3. LTIMindtree recognized as a "Contender" in Forrester: ''The Continuous Automation and Testing Services Wave, Q2 2024

4. LTIMindtree recognized as a Notable Provider in Forrester: ''The Modern Application Development Services Wave, Q1 2025

5. LTIMindtree recognized as a Notable Provider in Forrester: ''The Automation Fabric Services Wave, Q4 2024

6. LTIMindtree recognized as a Notable Provider in Forrester: ''The Application Modernization and Multicloud Managed Services

Wave, Q1 2025

7. LTIMindtree Recognized as a ''Major Contender'' in Everest Group: ''Artificial Intelligence and Generative AI Services PEAK
Matrix^® Assessment 2024''.

8. LTIMindtree recognized as a ''Leader'' in Everest Group: Capital Markets IT Services PEAK Matrix Assessment 2024

9. LTIMindtree recognized as a ''Leader'' and Star performer in Everest Group: Duck Creek Services PEAK Matrix Assessment 2024.

HR Awards:

1. LTIMindtree recognized among India''s Top 50 Sustainable Companies 2024 by BW Businessworld

2. LTIMindtree recognized as one of the Top 50 Best Companies for Women in India and one of the Top 20 Best IT Companies for
Women in India by the 2024 Avtar & Seramount Best Companies for Women in India (BCWI)

3. LTIMindtree recognized as a Silver Employer for our commitment to equality and inclusion for the LGBTQ community by the
India Workplace Equality Index (IWEI) at the India Workplace Equity Index Awards in November 2024

4. LTIMindtree has been awarded Gold for Collaborative Learning and Silver for Talent Management Strategy at Brandon Hall
Group™ HCM Excellence Awards 2024

5. LTIMindtree has been awarded Silver for Learning Data Analytics at ETHRWorld Future Skills Awards 2024

6. LTIMindtree secured Gold in the Excellence in Diversity and Inclusion category at the Businessworld People HR Excellence
Awards 2024

7. LTIMindtree recognized at the Bombay Chamber DEI Awards 2024, winning in the Disability Confidence and Inclusion category

8. LTIMindtree recognized as a Great Place to Work™ in France for the Second Consecutive Year

9. LTIMindtree recognized as a Top 50 Company with Great Managers 2024™ as part of The Great Manager Awards by
People Business

10. LTIMindtree recognized as the second runner-up at the prestigious 2024 UN Women India WEPs (Women''s Empowerment
Principles) Awards

11. LTIMindtree has been awarded Silver for Excellence in Business Continuity Planning and Management & Bronze for Excellence
in Cultivating a Culture of Trust and High Peformance at the Economic Times Human Capital Awards 2025

12. LTIMindtree honored with Best Employee Engagement award at the Workplace for Winners (WoW) Conference 2025 by
Team Jombay

ESG Accolades ~ FY 2024-25

1. BW IMSC: Attained rank 13 across sectors & rank 5 in IT & Communications sector in Businessworld ''India''s Most Sustainability
Companies'' Top 50 listing for 2024

2. Climate Leaders Asia-Pacific 2024: Ranked in The Financial Times'' "Climate Leaders Asia-Pacific for third year in a row
for best performance in ''Reduction of GHG emissions intensity over 2017-2022 relative to revenue'' and transparency in
sustainability disclosures

3. UNGCC Participant: LTIMindtree has continued its signatory status attaining Business Participant certificate for FY 2024-25

4. Zero Waste to Landfill: Awarded the prestigious Zero Waste to Landfill certification for our two Mumbai offices in Powai
and Mahape.

5. FTSE Russell: Achieved higher ESG scores than sub-sector/sector/country averages

6. Achilles ESG Assessment: LTIMindtree is placed in the Top 10% of 50,000 assessed companies in Achilles'' networks with
overall ESG score of 84 out of 100 under top grade "Excellent" (Achilles average score stands at 56)

7. ESG Transparency Award: Sustainability Report FY 2023-24 has been awarded by EUPD Research Sustainable Management
GmbH, their ESG Transparency award. Achieved "Excellence Class" with overall score of 87% and "Leading Status" as one of
the pioneers to recognize strategic importance of transparent sustainability reporting and successfully putting into practice.

8. CDP Climate Change 2024: Attained global leadership league in CDP Climate Change 2024 for 5^th year in a row.

9. LACP Vision Awards 2024 for Sustainability Report FY2023-24

i. Worldwide Best In-House Report Technical Achievement Award: We achieved an outstanding score of 99 out of

100, demonstrating the exceptional quality and technical excellence of our report

ii. Worldwide Top 100 Winners: We secured a remarkable fourth position in the Worldwide Top 100 Winners list,
competing against all sectors and reporting categories. This highlights our report''s broad appeal and impact.

iii. Platinum Award Winner in Technology: I.T. Services: We proudly stand as the ONLY Platinum Award Winner in the
Sustainability Report category within the Technology - I.T. Services sector. This achievement underscores our leadership
in sustainable practices within our industry.

10. ASSOCHAM 5^th Diversity & Inclusion Excellence Awards & Conclave - 2024: In Top 3 for ''Best Employer for Persons with
Disabilities'' in Large sub-category

11. BW People HR Excellence Awards 2024: Secured Gold in the ''Excellence in Diversity & Inclusion'' category

12. Avtar & Seramount Best Companies for Women in India (BCWI) study, 2024: Secured Top 50 position as Best Companies
for Women'' in India

13. Bombay Chamber DEI Awards: Secured Winners at Bombay Chamber DEI Awards 2024 in the ''Disability Confidence &
Inclusion'' category

14. Rotary''s Choice Award: Honored to be recognized as one of the Top 50 Best Companies for Women in India and among the
Top 20 Best IT Companies for Women in India

15. Avtar and Seramount Best Companies for Women in India (BCWI) rankings: Winners at Rotary''s Choice Award in the
''Promoting and Enabling Participation of LGBTQIA Community for Business Organizations'' category

16. I ndia Workplace Equality Index (IWEI) and Stonewall: Recognized as Silver Employer by IWEI for our commitment to
equality and inclusion for the LGBTQ (Lesbian, Gay, Bisexual, Transgender, Queer/Questioning) community

17. Women Empowerment Principles Award (WEPs): Recognized as the Second Runner-Up at the prestigious 2024 UN
Women India WEPs (Women''s Empowerment Principles) Awards in the Workplace category

18. India Green Award 2025: Received India Green Award 2025 for YoY demonstration of best practices and achievements in
Sustainability Reporting.

19. S&P Yearbook 2025: Joined elite ranks with listing in S&P Global Sustainability Yearbook 2025.

ACKNOWLEDGEMENTS

Your Director''s place on record their sincere thanks to the customers, vendors, investors, banks, financial & academic institutions,
regulatory authorities, stock exchanges and all other stakeholders for their continued co-operation and support.

Your Directors also acknowledge the support and co-operation from the Government of India, state governments and overseas
government(s), their agencies and other regulatory authorities.

Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.

For and on behalf of the Board

Debashis Chatterjee Venugopal Lambu

Chief Executive Officer & CEO - Designate &

Place: Mumbai Managing Director Whole-time Director

Date: April 23, 2025 (DIN: 00823966) (DIN: 08840898)

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Mar 31, 2024

The Directors have pleasure in presenting the Integrated Annual Report along with the Audited Financial Statements (Standalone and Consolidated) of LTIMindtree Limited (''LTIMindtree'' or ''the Company'') for the year ended March 31, 2024 (''FY24'').

FINANCIAL RESULTS Particulars	(Rs. in Million) Standalone Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	342,534	319,755	355,170	331,830
Other income	7,099	5,016	7,019	5,569
Total income	349,633	324,771	362,189	337,399
Employee benefit expense	210,490	194,274	227,323	208,799
Sub-contractor expenses	32,349	33,422	25,599	28,286
Finance costs	2,071	1,441	2,217	1,504
Depreciation and amortization expenses	7,604	6,486	8,189	7,227
Other expenses	38,325	33,362	38,374	33,668
Total expenses	290,839	268,985	301,702	279,484
Profit before tax	58,794	55,786	60,487	57,915
Tax expense	13,935	13,304	14,641	13,812
Profit for the year	44,859	42,482	45,846	44,103

PERFORMANCE OF THE COMPANY

On a consolidated basis, revenue for the year was ? 355,170 Million, with an increase of 7.0% in rupee terms. The increase in revenue is attributable to growth across all verticals, predominantly Banking, Financial Services & Insurance; Technology, Media & Communications; Manufacturing & Resources. Profit after tax on a consolidated basis for the year was ? 45,846 Million, with an increase of 4.0%. For more details, refer to the ''Financial Performance'' section in the Management Discussion and Analysis, which forms part of the Integrated Annual Report.

MARKETING

In our first full year as LTIMindtree, our marketing has been focused on building a strong brand globally and consistent customer recognition as a top-tier IT services Company and strategic partner for digital transformation.

Every day, we endeavour to create a future of limitless possibilities. And in this regard, we are delighted to be recognized by Fortune Magazine as a member of the Global Future 50 list of companies. The ranking assesses the long-term revenue growth prospects of more than 1,700 of the world''s largest public companies.

In addition, LTIMindtree was awarded the ''Service Advocate of the Year'' by Microsoft, secured the esteemed NASSCOM Spotlight Award for Best-in-Class R&D Organization, and recognized as the fastest growing Indian IT brand in 2023 by Brand Finance — all definitive testaments to a strong brand that embodies a relentless pursuit of customer value through innovation and collaboration.

At the heart of our organization is a strong culture and value system, which empowers every individual to thrive and contribute to our growth and collective ambitions. As ambassadors of the brand, our people embody this culture and help create an inclusive and fulfilling workplace. This is the reason that we have been acclaimed as a Great Place to Work™ across multiple countries including the US, UK, France, Poland, and Denmark. And this year, as we expand our global presence and delivery capabilities, our marketing team has also helped create world-class working spaces and curated customer and partner experiences in Mexico, Noida, Pune, Hyderabad, and Kolkata.

And for all of us at LTIMindtree, sustainability is an integral part of our identity. We are a conscientious, futuristic, and sustainable organization — going beyond net-zero goals and ESG offerings — committed to building an equitable and sustainable future for everyone. And we are proud to receive the Global Partner of the Year Award for Sustainability at AWS re:Invent as well as the Golden Peacock Award for Sustainability in India.

We understand that our actions today shape the world of tomorrow. And we will continue to use technology as a force for good, enriching lives, and creating a truly limitless future.

HUMAN RESOURCE

Employee Value Proposition: LTIMindtree offers a comprehensive Employee Value Proposition (EVP) that caters to the diverse needs of its employees based on four key pillars, i.e., talent-growth opportunities, people-centric culture, rich employee experience, and compelling brand.

Talent Acquisition: LTIMindtree hired 15,294 employees globally in FY 23-24, with a strong focus on diversity, equity, and inclusion (DEI) initiatives, resulting in 27% of hires belonging to diverse groups. The Company also enhanced its hiring strategy, applicant tracking system, and sourcing methods to attract and retain top talent.

Diversity, Equity, and Inclusion (DEI): LTIMindtree is committed to creating an inclusive environment that fosters respect, belongingness, empowerment, and progress for all. The Company has established DEI councils in 3 geographies and focused on five key areas i.e., ethnicity/nationality, disability inclusion, gender equity, LGBTQ inclusion, and veterans'' support. The Company also received several awards for its DEI efforts.

Engagement: LTIMindtree organized several engagement events and people programs across all regions, such as Employee Appreciation Week, Festive Celebrations, HR open house connects, financial planning webinars, and location-specific cultural events.

Wellness: LTIMindtree has a holistic framework for wellness, covering four pillars i.e., emotional, physical, financial, and social. The Company provides various wellness initiatives and services, such as 24/7 medical assistance, Employee Assistance Program (EAP), webinars on health topics, elder care and career counselling, and Transcend, a 90-day transformation program.

Career and Learning: LTIMindtree offers a range of career and learning opportunities for its employees, such as the 7-step program, Talent Central, Shoshin School, My Career My Growth, Succession Planning, Learn Grow Lead, and MPower. These initiatives aim to strengthen the competencies, skills, and career growth of the employees and prepare them for future leadership roles.

LTIMindtree has begun a digital transformation of its employee experience by digitizing the employee lifecycle. The Company has a performance-driven culture, with its Rewards and Recognition program iWin, at its core.

Awards & Recognition: LTIMindtree has been recognized as a Great Place to Work™ in Denmark, the USA, France and Poland, and as a Top Employer in the UK. The organization also won the TechCircle''s People Pioneer Awards 2024 for its innovative practices in the "Future of Work, Workforce, and Workplace", 14^th CII National HR Excellence Award for "Significant Achievement in HR Excellence" and India''s Greatest CHRO Award by Asia One.

INFRASTRUCTURE

Your Company has occupied overall 6,972,340 sq.ft of space, consisting of 50,257 seats, spread across various locations in India. The Company''s footprint is expanding continuously, and to ensure sustainable development and to minimize our civic load on the community, we have committed to ensure all existing and upcoming facilities are certified for green building. All our projects have been certified and applied for LEED IGBC Platinum certification (a green building certification body, affiliated with LEED USGBC). This approach helps to reduce the impact on human health and the environment. These buildings are resource efficient, helps to consume less energy, water, and other natural resources.

Environment benefits:

• By adopting a green design, able to reduce our Energy per Index by 8.23% and Water per capita by 40.62% even if our overall occupied square feet have increased by 11.13L Sq.ft.

• By lighting for the entire floor with LED lamps, achieved a reduction of 30% light power as compared to conventional T5/ CFL lamps.

• 76% of the materials for the building projects were locally resourced to reduce our emissions and reduced dependency on virgin materials.

• In all our projects, achieved Lighting Power Density reduction by more than 50% by implementing total Lighting management system, wherein the lights are controlled (switch ON & OFF, Dimming) based on Occupancy, Motion sensing, Time scheduling and Day light harvesting.

• More than 40% of materials by cost are recycled materials.

Further, LTIMindtree has designed to use water in a self-sustainable manner through reducing, recycling & reusing strategies, usage of eco-friendly refrigerant in HVAC systems, BEE star-rated electrical and electronic equipments. Most of our facilities are in the proximity of bus stop, metro stations, sub-urban railways encouraging employees to use public transport.

Health Benefits:

• The fresh air supply for all the project space has been designed to meet ASHRAE''s requirement to enhance the indoor air quality.

• LTIM uses low VOC paints and finishes to maintain indoor air quality.

• All our workstations are ergonomically designed to improve workspace comfort.

• Installation of CO₂ monitoring sensors on floors which is connected BMS and monitored 24/7.

• Isolated areas exposed to hazardous gases or chemicals - Printers, chemical storage room and janitor room.

• LTIM uses BIFMA certified furniture and CRI certified carpets.

• In all our new facilities we have recreational areas or game zones which include gym, reading lounge, table tennis, carrom, pool table, football etc. for occupant well-being.

Sites included under green building certification during the financial year:

• Bhubaneshwar - Certified platinum Green Campus by IGBC.

• Kolkata Adventz Infinity - Certified platinum for Interior designs by USGBC.

• Mumbai - Mensa campus - Certified Platinum Green building by USGBC.

• Pune ICC - Certified platinum for Interior designs by IGBC.

QUALITY INITIATIVES

Client Centricity is the core of LTIMindtree''s Quality Policy. LTIMindtree strives to be the most client centric partner by delivering rich and meaningful experiences not only to its clients but also to its client''s customers. It endeavors to continuously improve its services and solutions, with focus on agility and creativity by nurturing an environment that promotes learning and growth.

This year, we recorded high client satisfaction with high response rates above industry average. LTIMindtree received 62% responses, while Industry sees responses around 55-60%. Our clients are delighted with LTIMindtree''s customer centric approach. Our flexibility & adaptability, customer first & partner mindset, leadership responsiveness are appreciated by our clients. 1 in 3 Decision makers / Senior management levels see LTIMindtree from the prism of a strategic / advisory partner, exceeding industry average of 1 in 4 touchpoints.

The Client Satisfaction rate improved to 5.85 in FY24 from a previous 5.74 in FY23, pointing to our sustained commitment to building long-term strong and strategic partnerships with our clients. We enhanced our scores across the parameters of satisfaction, loyalty, advocacy, and business value.

LTIMindtree''s Quality Management Systems (QMS) portal is a single focal point for processes, helps to bring in standardization, institutionalization, and industry best practices/standards and frameworks.

The QMS is built on the concept of practitioner defined and refined where knowledge and best practices are shared and published. Processes are developed based on industry trends, different project types and different services that LTIMindtree caters to and make them available as reference documents for projects to start work and also ensure that the repository built, is the collection of best practices.

LTIMindtree''s proprietary Capability Maturity Framework (LTIM-CMF) was deployed in FY24 for the sixth consecutive year. It continued to instil a culture of self-discipline combined with strong collaboration within and across units. Multiple CMF Insights and Analytics are enabled through Power BI dashboard for each parameter at every stratum in the organization.

Prime benefits include increase in earnings via 77 innovation platforms (58 are new), frameworks, governance and analytics tools, industrialization of existing Intellectual Property & best practices, in 100 unique engagements. Project management using High Maturity (HM) practices also brought in significant savings. Other benefits included productivity improvements in 68 accounts/ service lines and enrichment of the Central Knowledge Repository (Knowledge Hub) with good practices, case studies & reusable components from all units. LTIMindtree''s Quality Management Systems (QMS) was strengthened with 50 QMS process enhancements, including estimations and baselines for new technology, new processes, and enhancements for Data Science, Interactive and Low Code Platforms, Oracle Hyperion/ EPM, SAP Azure/ AMS, DSaaS, Digital Engineering, Cloud & Infra Practice.

Launched Process Simplification/ revalidation project to evaluate and simplify 209 processes by eliminating waste and adding measurable metrics driven approach. 110 processes and the corresponding references have been revised and 19 processed are eliminated. The effectiveness of the revamped processes is measured via feedback and audits, escalations etc.

The Project Management Platform is migrated to a unified integrated solution (ServiceNow SPM /GRC) for improved user experience, enhanced productivity, better compliance, easy reporting and scalability. 85 existing challenges are resolved though this exercise. The key features involve Simplified Project creation, Multiple lifecycle handling, Automation of Metrics Action plan for all Lifecycles, Program Management Module and Enhanced Audit Module.

MARS - Metrics Analysis and Reporting Suit has automated Metrics Action Plans for support projects. It is specifically designed to transform how support projects manage and analyze their performance data. This persona-based platform, equipped with an integrated workflow for review and approval, guarantees data integrity while streamlining the data submission and analysis process. Key features of MARS are API integration, Effortless Data Upload and Insightful Metrics and Analysis. Over 300 projects have benefited till date. This has helped to reduce effort by more than 75%.

BGenie- LTIMindtree''s proprietary Liferay based tool, is enhanced to introduce automation of Monte Carlo Simulation and Sensitivity Analysis for support - Initial and Current predictions module for these project objectives i.e., to improve or optimize Resource Occupancy (RO), to reduce ticket backlog and to improve SLA compliance. Also, option of multiple initial runs is enabled.

Governance is digitized by providing more than 35 KPIs in one view. Persona based views help users to focus on pain areas. The analytics on organization risks have helped business to avoid client escalations. The Analytics on client feedback has helped improve client satisfaction. Support data analytics helps to get nudges and prescriptive analytics on client ticket data, thereby enabling business to focus on specific improvements.

The Company''s Escalation Risk Review (ERR) framework with escalation path right up to the Chief Operating Officer (COO) was very effective in getting timely attention at the appropriate level, thus arresting possible client escalations & ensuring a positive client experience at every stage during the engagements. Enterprise Risk Review (ERR) at the Chief Delivery Officer (CDO) Level: A new layer of governance has been introduced with the Enterprise Risk Review (ERR) at the CDO level, preceding the COO level review. This revision aims to address governance gaps and establish a fixed timeline for implementing ''go-green'' plans for projects identified as critical or high-risk. This allows for a focused discussion on technical interventions or other targeted measures to steer these projects back on track.

With the introduction of Pursuit Assurance processes having the objective of enabling Zero-Surprise delivery execution incorporating a robust de-risking pre-delivery execution start approach and an improved baseline for a green start enabling a seamless transition from Pursuit to Delivery. This process identified a total of >1200 risks and >80 suggestions thereby reducing downstream execution risks by >15%. Pursuit Assurance consists of 3 stages:

• DRE - Deal Risk Exposure (prior to Deal Solution Submission) - 178 Deals have been covered of which 22 are won.

• CRE - Contract Risk Exposure (Typically prior to SOW submission) - 35 pilots completed including pre & post contract signatures.

• GSR - Green Start Review (Post Deal WIN decision and Prior to Start of Delivery) - 6 pilot deals completed (recent wins).

Enhancing our Transition framework and introducing enhanced governance has led to establishing a robust assurance process that supports identification and mitigation of risks that could impact BAU of support engagements.

LTIMindtree has successfully rolled out CAST, a software intelligence platform across 35 accounts, to improve the structural quality of their software systems. The platform has been used for faster application discovery, modernization, and migration to the cloud, as well as for architecture blueprint creation, accelerating transition and knowledge transfer, reducing technical debt, and monitoring application health indicators. Additionally, CAST has been used for software composition analysis, which identifies security vulnerabilities and license risks. LTIMindtree has a CAST COE (Center of Excellence) that conducts webinars, knowledge management sessions, and CAST Day events to evangelize the use of CAST products across the organization. The CAST COE team also reaches out to accounts and projects to have 1:1 discussions, demos, and explore use cases where CAST products can be used.

CAST assessment done at multiple leading insurance companies for moving to Cloud, resulted in extra revenue of 38.8 Million USD besides 20% cost savings on the assessment activities and shorter cycle time enabling faster go-to-market for the customers.

LTIMindtree has a Lean COE (Center of Excellence) that conducts webinars, knowledge management sessions, and events to evangelize the use of Lean methodologies across the organization. The Lean COE team reaches out to accounts and projects to have 1:1 discussions, demos, and explore use cases where Lean methodologies can be used. In one of the recent Lean assessments at a leading travel management customer, the Lean COE helped streamline the Invoice creation process (Smart Bill) resulting in the possibility of reducing the overall TAT from current 11 days to 4 days i.e. a 63% improvement in cycle time that leads to faster invoice creation and earlier revenue collection for the customer.

In continuous effort to enhance operational efficiency and clarity across projects, Obligation Management process is revamped to ensure 100% compliance to contractual obligations with LTIM clients. The process is digitized through GenAI based tool to identify, extract and monitor the obligations in Insight 360 platform. The validation and verification are carried out involving the Legal team for MSA and all other relevant support groups. 140 MSA and 1500 projects have started monitoring the obligations. Power BI -Dashboard for monitoring fidelity index with both Delivery and Functional views enables the governance of the obligations.

AMS Centre of Excellence (AMS COE) has conceptualized and implemented Delivery Model Assessment (DMA) as a new service offering. The framework helps the organization to proactively identify the good practices and gaps or risks within an engagement / program. DMA framework is designed based on industry best practices (ITIL 4, COBIT Governance and QMS processes). It covers various aspects of engagement - Contract, Transition & Transformation, Governance, Collaboration, Communication, Voice of Customer, Innovation and Value Co-Creation. It is implemented across 4 large engagements. 69 Service Improvement opportunities and 13 good practices have been identified.

Manual Error Control (MEC) program has been implemented by AMS CoE across 13 programs, enabling proactive identification and mitigation of risks, thereby reducing risk of human errors (including major incidents). Trainings were conducted for 250 team members on manual error avoidance.

AMS-CoE team has digitalized the Delivery Model Assessment, ITSM assessments and Manual Error Control framework.

The Simplify & Automate project aims at improving efficiency, accuracy, and speed in project management operations, by automating manual project management activities for Finance team and the PM/DM''s. Recent automation has simplified T&M Resource timesheet submission to client for Approval.

Knowledge Management is revolutionized by migrating to "Knowledge Hub" with 79 new features. 1,000 Published artifacts are hosted in Knowledge Hub, engaging 10,000 participants quarterly. Knowledge Hub has 2150 artifacts approved & published with 76,000 views. Knowledge sharing sessions by KM COE got doubled last 2 quarters, reaching 22,000 participants in Q4 FY24, across 35 sessions. Knowledge Score is published quarterly for each group basis the artifacts, sessions and KM practices assessed using Knowledge Management Maturity (KMM) assessment model.

Spotlight on LTIMindtree Events:

• Celebrating Quality, Knowledge, and Partnerships: World Quality Week (WQW2023) in the week of November 6, 2023 with central theme as "Quality - Realizing Your Competitive Potential", engaging 500 participant across glob.

• On November 22, 2023, our Bangalore location hosted CAST Day, generating over 30 new leads for implementations.

• Knowledge Management Week 2023 in the week of December 4, 2023, including 13 collaborative sessions, experts'' insights from 22 leaders in the society, engaging 5,000 participants across globe.

• External Partner (XP) Day (February 29, 2024) - focused on knowledge exchange with our Top 5 External Partners, featuring sessions on techno-functional areas, products, and services. Partners included IBM, Quip (SFDC), CAST, ServiceNow, and AWS. The event drew participation from over 3,000 associates.

Certifications

At LTIMindtree, Delivery Excellence oversees internal and external audits, certifications, and assessments.

In our ongoing commitment to excellence and continuous improvement, we have made significant strides in audits and certifications. These developments reinforce our dedication to maintaining the highest standards and position us as quality and risk management leaders. Launched a comprehensive Audit Certification Program with four levels i.e., L1 - Assessor, L2 - Domain Assessor, L3 - Lead Assessor, and L4 - Senior Assessor. Ten workshops have been conducted, resulting in 146 associates being trained as peer auditors.

We strive to conform to international standards and are proud to be certified with ISO 9001, ISO 27001, ISO 27701, ISO 14001, ISO 45001, ISO 20000-1, ISO 22301, and ISO 31000 for all our corporate offices across the globe, including India, the UK, Europe, South Africa, Canada, and the USA.

• LTIMindtree has been appraised on CMMI 2.0 DEV & SVC for Level 5.

• LTIMindtree is assessed for SOC 1 & SOC 2 at Enterprise Level (84 controls for SOC1 and 118 controls for SOC 2).

• LTIMindtree is assessed by TISAX, an industry-standard information security assessment (ISA) in the European automotive industry, to ensure information security and data protection controls.

• LTIMindtree is assessed for PCI-DSS compliance, which provides assurance on security controls for handling cardholder information.

• LTIMindtree KM COE assessment by CII Federation team got completed successfully, during Dec''23.

LTIMindtree undergoes Cyber Essential and Cyber Essential Plus assessments for its UK and Ireland operations. These certifications help LTIMindtree protect against common cyber threats and demonstrate the Company''s commitment to cybersecurity.

DIVIDENDA. Dividend

During FY24, your Company paid an interim dividend of ? 20/- per equity share of face value of ? 1/- each. Further, the Board of Directors has recommended a final dividend of ? 45/- per equity share of face value of ? 1/- each. Accordingly, the total dividend for FY24, including the recommended final dividend, if approved by the members at their ensuing 28^th Annual General Meeting (AGM), would amount to ? 65/- per equity share of face value of ? 1/- each. The final dividend, if approved by the members, would be paid within 10 days of AGM to those members whose name appears in the Register of Members as on the Record Date.

The dividend payment is based on the parameters outlined in the Dividend Distribution Policy of the Company which is in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''). The said Policy is hosted on the website of the Company https://www.ltimindtree.com/wp-content/ uploads/2017/05/Dividend-Distribution-Policy.pdf?pdf=download

B. Unclaimed Dividend

In accordance with the provisions of Section 125 of the Companies Act, 2013 (''the Act'') read the with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), following dividends declared by the Company & erstwhile Mindtree Limited (Mindtree) and remaining unclaimed for seven years will be transferred to the Investor Education and Protection Fund (IEPF) during FY25:

Date of declaration	Last date for claiming unpaid dividend	Dividend Declared by
March 27, 2017	May 2, 2024	Mindtree
July 18, 2017	August 23, 2024	Mindtree
August 24, 2017	September 28, 2024	LTIMindtree
October 25, 2017	November 30, 2024	Mindtree
November 06, 2017	December 12, 2024	LTIMindtree
January 17, 2018	February 22, 2025	Mindtree

Further, shares in the folios/demat accounts in which dividend(s) have remained unclaimed for seven consecutive years will also be transferred to IEPF.

Members are requested to claim dividend(s) which have remained unclaimed, by sending a request to the Company at e-mail ID [e-mail] or to the Company''s Registrar and Share Transfer Agent (RTA) at e-mail rnt.helpdesk@linkintime. co.in or to their postal address C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai-400 083, Maharashtra, India.

During the year under review, the Company transferred dividend amounting to ? 4,144,553/- which remained unclaimed for a period of seven years to IEPF in accordance with the provisions of the Act. Details of the unclaimed dividend are uploaded on the Company''s website https://www.ltimindtree.com/investors/dividend/

Pursuant to the applicable provisions of the Act, read with the IEPF Rules, the Company has so far transferred 83,361 equity shares to IEPF on which dividend has not been claimed for seven consecutive years of which 26 shares have been retrieved from the IEPF. The shareholders may claim their respective shares transferred to IEPF by making an application as per the procedure outlined under Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

DETAILS OF UNCLAIMED SHARES

In terms of the requirements under Regulation 39 of the SEBI Listing Regulations, details of unclaimed shares held in demat accounts titled as ''Demat Suspense Account'' and ''Escrow Demat Account'' forms part of Annexure A to this report.

CHANGES IN SHARE CAPITAL

During the year under review, 96,132 equity shares of ? 1/- each of the Company were allotted on exercise of the vested stock options by the eligible employees under ''LTIMindtree Limited Employee Stock Option Scheme 2015'' and 7,410 equity shares of face value of ? 1/- at an exercise price of ? 10/- each of the Company were allotted to eligible employees under ''LTIMindtree Employee Restricted Stock Purchase Plan 2012 (ESPS/ERSP 2012).

Further 237,048 equity shares of face value of ? 1/- of the Company were allotted to LTIMindtree Employee Welfare Trust under ''LTIMindtree Employees Stock Option Plan 2021'' and ''LTIMindtree Employee Stock Option Scheme 2015''.

Accordingly, the paid-up equity share capital of the Company increased from ? 295.82 Million as at March 31, 2023, to ? 296.16 Million as at March 31, 2024.

CAPITAL EXPENDITURE

As at March 31, 2024, on consolidated basis, the gross fixed and intangible assets stood at ? 54,783 Million (previous year ? 44,473 Million), out of which assets amounting to ? 11,791 Million (previous year ? 4,953 Million) were added during the year. The net fixed and intangible assets stood at ? 18,868 Million (previous year ? 12,360 Million).

As at March 31, 2024, on standalone basis, gross fixed and intangible assets stood at ? 45,621 Million (previous year ? 35,639 Million), out of which assets amounting to ? 11,619 Million (previous year ? 4,747 Million) were added during the year. The net fixed and intangible assets stood at ? 17,711 Million (previous year ? 10,958 Million).

LIQUIDITY

Your Company maintains sufficient cash to meet its operations and strategic objectives. Cash and investments (net of short-term borrowings) have increased from ? 73,967 Million as at March 31, 2023 to ? 93,441 Million as at March 31, 2024.

CREDIT RATING

During the year, the Company has been rated by CRISIL and India Ratings & Research, credit rating agencies for its banking facilities. Both rating agencies have issued long-term issuer rating with AAA/Stable and short-term facilities with A1 . These ratings reflect your Company''s continued strong parentage, credit profile, liquidity position, strong corporate governance practices, financial flexibility and conservative financial policies.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

As part of Company''s rationalisation program after merger of Mindtree, the subsidiaries were reduced to 21 as against 26 in the previous year.

Further, the Company does not have any material subsidiary. The changes in subsidiaries during the year are as follows:

A. Amalgamation

During the year, three Indian wholly-owned subsidiaries namely Lymbyc Solutions Private Limited, Powerupcloud Technologies Private Limited and Cuelogic Technologies Private Limited were merged with the Company w.e.f July 11, 2023.

B. Liquidation

Following subsidiaries were liquidated during the year:

i. Cuelogic Technologies Inc w.e.f April 26, 2023

ii. Mindtree Software (Shanghai) Co. Ltd w.e.f August 26, 2023

C. Shareholder''s Agreement between the Company and Global Digital Integrated Solutions Company to form a Joint Venture

During the year under review, the Company has executed a Shareholder''s Agreement with Global Digital Integrated Solutions Company (Global Digital), a wholly-owned subsidiary of Saudi Arabian Oil Company (Saudi Aramco) for setting up a Joint Venture in the Kingdom of Saudi Arabia to accelerate digital transformation and new next generation technology adoption in government and private sector enterprises in the Kingdom and the MENA region. Once the joint venture company is incorporated, The Company will hold 51% of the share capital in the joint venture company and Global Digital will hold 49% of the share capital in the joint venture company.

Board s Report

I n accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 are provided in Annexure B to this Integrated Annual Report. The statement provides details of performance and financial position of each of the subsidiary.

In line with the requirements of Regulation 16(1 )(c) of the SEBI Listing Regulations, the Company has a policy on identification of material subsidiaries, which is available on the Company''s website, https://www.ltimindtree.com/wp-content/uploads/2018/11/ Material-Subsidiarv-Policv.pdf.

Pursuant to the requirements of Section 136 of the Act, the Standalone and Consolidated financial statements along with relevant documents and audited financial statements of the subsidiaries are hosted on the Company''s website https://www.ltimindtree.com/ investors/annual-reports/

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

Details of investments made and/or loans or guarantees given and/or security provided, if any, are given in the notes to the Standalone and Consolidated financial statements which form part of the Integrated Annual Report.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions were in the ordinary course of business of the Company and on arm''s length terms. During FY24, Audit Committee has reviewed on quarterly basis, the related party transactions of the Company visa-vis the omnibus approval(s) accorded by Audit Committee. Further, the members at the 27^th AGM, approved for entering into material related party transactions upto ? 2,000 Crore with Larsen & Toubro Limited, Holding Company. The aforementioned approval is valid till the date of 28^th AGM, and a similar approval is proposed in the Notice convening the 28^th AGM.

There was no material related party transaction, involving payment made to related party with respect to brand usage/royalty, requiring approval of the shareholders during FY24. Furthermore, there was no contract/arrangement with related parties referred to in sub- section (1) of Section 188 of the Act, which required Board''s approval.

Related party transactions during FY24 are in compliance with the Act, the SEBI Listing Regulations and are disclosed in the notes to the financial statements which form part of this Integrated Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

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

TRANSFER TO GENERAL RESERVES

During the year, the Company has not transferred any amount to General Reserves.

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

Information as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure C to this Report.

RISK MANAGEMENT

The Company has formulated a risk management policy and put in place a mechanism to apprise the Board on risk assessment, minimization procedures and periodic review to ensure that executive management controls risk by means of a properly designed framework. A detailed note is given in the Risk Management section forming part of the Integrated Annual Report.

CYBER SECURITY

At LTIMindtree, information security is of paramount importance. In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security events globally, so as to achieve higher compliance and continuity. State-of-the-art and Artificial Intelligence enabled cyber security solutions have been deployed to detect and prevent malicious attempts, and partnerships with leading cyber security providers are in place for adequate service and support. While employees

functioned effectively as a remote and hybrid workforce, the Company continued to remain vigilant in the face of changing cyber security threats. Your Company continues to be certified against the Information Security Management System (ISMS) Standard ISO 27001:2013 and Privacy Information Management Systems (PIMS) Standard ISO27701. In addition, the Company has been attested in SSAE18 SOC1 and SOC2 by an independent audit firm.

CORPORATE SUSTAINABILITY

At LTIMindtree, sustainability is more than just a set of practices, a driving force behind every decision we make to contribute to a better future for the planet, society, and future generations. It is about creating an organization that is not only environmentally mindful, but also socially responsible and ethically motivated.

Our dedication to ESG principles is evident from action to transformation, at the core of which is our ESG Vision. LTIMindtree has made significant strides in multiple facets of corporate sustainability, embodying a holistic approach to environmental stewardship, fostering inclusivity and diversity, employee engagement, social responsibility, and ethical governance. Furthermore, LTIMindtree upholds the highest ethical standards in corporate governance, exemplified by the diversification of its board and a steadfast commitment to compliance, integrity, and transparency.

LTIMindtree takes a multi-pronged approach to corporate sustainability employing numerous frameworks aligned with the Ten principles of the United Nations Global Compact (UNGC), Sustainable Development Goals (SDGs), National Guidelines on Responsible Business Conduct (NGRBC), Global Reporting Initiative (GRI), and other Environmental, Social, and Governance (ESG) components. We are committed to nature conservation and are among few global corporates as ''Early Adopter'' to have aligned our disclosures with Taskforce on Nature-related Financial Disclosures (TNFD) standards, as outlined in our FY 2023-24 Sustainability Report.

Concurrently, LTIMindtree''s dedication to corporate sustainability has cemented its reputation with multiple accolades (refer Awards & Recognitions para herein) in the ESG arena for our mature performance at all levels of the organization and its value chain.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures required to be given under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in the Annual Report on CSR Activities for FY24, forming part of the Report as Annexure D.

The CSR Policy and CSR Annual Action Plan for FY24 are available on the Company''s website, www.ltimindtree.com/social-responsibility/

The Chief Financial Officer has certified that the funds disbursed for CSR related activities have been utilized for the purpose and in the manner approved by the Board of Directors for FY24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)Appointments

a. Ms. Angna Arora was appointed as Compliance Officer w.e.f. November 28, 2023 and elevated to the position of Company Secretary and Compliance Officer w.e.f. December 11, 2023.

b. Mr. Vipul Chandra was appointed as Chief Financial Officer w.e.f. April 25, 2024.

Cessations

a. Mr. Rajnish Kumar resigned as Independent Director, w.e.f. close of business hours on July 17, 2023.

b. Mr. Tridib Barat resigned as Company Secretary and Compliance Officer w.e.f. close of business hours on August 31, 2023.

c. Mr. Vinit Teredesai has resigned as Chief Financial Officer and effective date of resignation is from the close of business hours on April 24, 2024.

The Board places on record its appreciation for the services rendered by Mr. Rajnish Kumar during his tenure as Director, Mr. Tridib Barat during his tenure as Company Secretary and Compliance Officer and Mr. Vinit Teredesai during his tenure as Chief Financial Officer.

Re-appointment of Directors

Mr. S.N. Subrahmanyan (DIN: 02255382) and Mr. R. Shankar Raman (DIN: 00019798), Directors, retire by rotation, and being eligible, have offered themselves for re-appointment at the 28^th AGM.

The Board pursuant to recommendation of Nomination and Remuneration Committee has approved re-appointment of Mr. Nachiket Deshpande (DIN: 08385028), as a Whole-time Director for a period of five years effective from May 2, 2024 till May 1, 2029.

The Notice convening the 28^th AGM includes the above-mentioned proposal for re-appointments.

The disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India form part of the Notice convening the 28^th AGM.

Further, as approved by Members at their 27^th Annual General Meeting held on July 17, 2023, Mr. A.M. Naik, Founder Chairman shall demit office from the conclusion of the 28^th Annual General Meeting. The Board of Directors and the management place on record their deep gratitude for Mr. Naik''s extra-ordinary vision, which helped the Company grow by the ranks within a short period, and also for his immaculate journey with the Company.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report is annexed as Annexure E to this Report.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 7 (seven) times during the year under review. Details of these Board meetings are provided in the Corporate Governance Report which is Annexure E to this Report. The gap between two board meetings was within the time prescribed under the Act and the SEBI Listing Regulations.

During FY24, Independent Directors had their separate meeting on April 20, 2023 in accordance with the requirements of Schedule IV of the Act, Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India and the SEBI Listing Regulations.

BOARD COMMITTEES

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders'' Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. The Board has also constituted Strategic Investment Committee. Details of each of these committees outlining their composition, terms of reference and meetings held during FY24, are outlined in the Corporate Governance Report forming part of this Report as Annexure E.

During FY24, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy (''NRC Policy'') is in place laying down the role of Nomination and Remuneration Committee (NRC), criteria of appointment, qualifications, term/tenure etc. of Executive Directors & Independent Directors, annual performance evaluation, remuneration of Executive Directors, Non-Executive/Independent Directors, Key Managerial Personnel & Senior Management, and criteria to determine qualifications, positive attributes & independence of Director.

The NRC policy is available on the Company''s website at https://www.ltimindtree.com/wp-content/uploads/2019/05/LTI-Final NRC-Policy.pdf?pdf=download

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which has been duly assessed by the Board as part of their annual performance evaluation. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

ANNUAL RETURN

The annual return for FY24 is available on the Company''s website, https://www.ltimindtree.com/investors/annual-reports/

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The Audit Committee comprising of professionally qualified Directors, interacts with the statutory auditor, internal auditors and the management in dealing with matters within its terms of reference.

The Company has a proper and adequate system of internal controls. These controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning of the Act. An extensive program of internal audits and management reviews supplement the process of internal financial control framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls.

The internal financial control framework design ensures that financial and other records are reliable for preparing financial and other statements. In addition, the Company has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting. At regular intervals, internal teams test the identified key controls. The Internal auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory Auditors'' Report include a report on the internal financial controls over financial reporting.

In order to maintain objectivity and independence, Internal Auditor reports to the Chairperson of Audit Committee of the Board. The Audit Committee defines the scope and authority of the Internal Auditor. Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and necessary corrective actions are presented to the Audit Committee.

The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and are operating effectively, and no material weakness exists during FY24.

COMPLIANCE MONITORING SYSTEM

At LTIMindtree, ensuring regulatory compliance is of utmost importance. Your Company has put in place a compliance management framework that outlines the Company''s philosophy towards compliance culture, understanding compliance changes, coverage, approach, responsibilities, risk matrix and trainings.

The Company believes that a good framework is essential to track statutory compliance for the successful conduct of business operations and high standards of corporate governance. The Company has further enhanced the mechanism to monitor compliances by setting up the Compliance Committee for governance and monitoring of the compliance obligations globally to review performance and remediation plans on an ongoing basis. The Global compliance update is presented to the Audit Committee on a quarterly basis.

Review of key compliances/ regulations are covered as part of internal audit scope every year and Corporate Compliance Team also carries out compliance tool audit and acts as second line of defense to strengthen regulatory compliance risk management. The Company maintains lists of applicable laws and compliance checklist(s) for regulations across multiple jurisdictions applicable to branches and subsidiaries, that are monitored and tracked through the in-house compliance tool. Training is provided to various stakeholders on introduction of new provisions and amendment to existing provisions of the Regulations.

The Company engages external consultants to review and provide compliance checklist(s) for new locations and update the compliance checklist(s) for existing locations. In the compliance tool the compliance tasks are mapped to process owners who submit the tasks with supporting evidence. Identified key stakeholders across functions ensure and confirm compliance with the provisions of all applicable laws.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

i. i n the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii. 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 and of the profit of the Company for the year ended March 31, 2024;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud

and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal

financial controls are adequate and operating effectively; and

vi. 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.

ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

The annual evaluation of the performance of the Board for FY24 was carried out with the help of an external agency with due compliance of the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations. Online evaluation of the Board, Board Committees, Chairman and individual Directors was carried out through structured online questionnaire in line with the Guidance Note on Board Evaluation issued by SEBI. The evaluation also covered specific criteria and the grounds on which all Directors in their individual capacity were evaluated including fulfillment of the independence criteria for Independent Directors as laid in the Companies Act, 2013 and the SEBI Listing Regulations.

The evaluation of the performance of the Board, its Committees, Chairman & Directors and suggestion emanating out of the performance evaluation exercise were reviewed by the Independent Directors at their separate meeting held on April 16, 2024 and Nomination & Remuneration Committee & Board of Directors at their respective meetings held on April 24, 2024. The Board evaluation outcome showcasing the strengths of the Board and areas of improvement in the processes and related issues for enhancing Board effectiveness were discussed by the Nomination & Remuneration Committee & Board. Overall, the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as a whole.

Individual members of the Board were evaluated against the skills/ expertise/ competencies identified and approved by the Board of Directors as are required in the context of Company''s business which, inter-alia, include competence/ expertise in areas of:

• Strategy and Planning

• Governance, Risk Management and Compliance

• Finance, Accounts & Audit

• Global Experience / International Exposure

• Contributor and Collaborator

• Information Technology

• Client Engagement

• Stakeholders Engagement and Industry Advocacy.

The evaluation indicates that the Board of Directors has an optimal mix of skills/expertise to function effectively. The mapping of board skills/expertise vis-a-vis individual Directors is outlined in the Report on Corporate Governance Report which is attached as Annexure E to this Report.

DISCLOSURE OF REMUNERATION

The information under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure F to this Report.

Details of employees'' remuneration under Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure G to this Report. In terms of the second proviso to Section 136(1) of the Act and the rules made thereunder, the Board''s Report is being sent to the members without the aforesaid Annexure. Members who are interested in obtaining copy of the same may send an email at [e-mail].

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and can work without fear of discrimination, prejudice, gender bias or any form of harassment at the workplace. The Company has in place a Prevention of Sexual Harassment (POSH) Policy which meets the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. In addition, the POSH Policy is gender neutral. The POSH Policy is available on the Company''s website under Corporate Governance section and also on Company''s intranet Portal for employees- ULTIMA. The essence of the policy is communicated to all employees at regular intervals through assimilation and awareness programs. The Company has set up Internal Committee (IC), both at the corporate office and at every location where it operates in India. The constitution of the IC at each location is in accordance with the POSH Act and includes a senior woman employee as Presiding Officer and at least one external member. Following are some of the initiatives in place to train the employees, extended support staff and the Internal Committees (IC) on POSH:

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

2. Training is also extended to extended support staff covering housekeeping, security and cab drivers in their regional language.

3. IC Members are imparted relevant training by an external agency during quarterly meetings of the IC.

4. Quarterly awareness mailers are sent across to all employees capturing every essence of the POSH Policy.

5. All employees globally are encouraged to raise a complaint in case of sexual harassment by either writing to the POSH ID [e-mail] or registering on POSH tool on the Company''s intranet portal - Ultima.

6. Penal consequences of sexual harassment and constitution of the IC are displayed on the notice boards at all LTIMindtree offices.

During FY24, the Company received twelve new complaints of sexual harassment in India. Ten of these complaints along with one complaint of FY23 pending as on March 31, 2023, have been resolved with appropriate action, with two complaints pending at the end of FY24.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (''BRSR'')

Pursuant to Regulation 34 of the SEBI Listing Regulations, ''Business Responsibility and Sustainability Report'' along with Reasonable Assurance Report on BRSR Core forms part of this Integrated Annual Report. The report outlines the initiatives taken by the Company from the environmental, social and governance perspective.

INTEGRATED REPORTING

In the endeavour to enhance the quality of disclosures, an Integrated Report (''IR'') encompassing financial and non-financial information forms part of the Integrated Annual Report.

LTIMindtree was one of the early adopters of IR in the IT industry. Our IR is set out in accordance with the integrated reporting framework outlined by International Integrated Reporting Council and SEBI''s circular on Integrated Reporting. Our IR has integrated thinking embedded in our strategic framework and our integrated business model defines our ability to create long-term value (outputs and outcomes) out of the capitals available to us (input) with value-accretive activities operating under the strong-governance framework. Our IR aids all the key stakeholders to get a holistic and long-term view of the Company''s strategic focus areas, future outlook and value creation which revolves around the six capitals - Financial, Manufactured, Intellectual, Human, Social & Relationship and Natural.

EMPLOYEE STOCK OPTION SCHEMES

During the year, your Company had ''LTIMindtree Employee Stock Option Scheme 2015'', ''LTIMindtree Employees Stock Option Plan 2021'' and ''LTIMindtree Employee Restricted Stock Purchase Plan 2012'' (ERSP/ESPS 2012) (collectively ''ESOP Schemes'') in place of which ERSP/ESPS 2012 has expired and further, the LTIMindtree Employee Stock Option Scheme 2015 was amended to include provisions for administration of its activities (from Direct to Trust route) through LTIMindtree Employee Welfare Trust.

The ESOP Schemes are in compliance with the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available on the Company''s website, https://www.ltimindtree.com/investors/annual-reports/

The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with the Act and abovementioned SEBI Regulations is given in Annexure H to this Report.

CEO & CFO CERTIFICATE

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of Chief Executive Officer & Managing Director and Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2024, is given in Annexure - 1 to the Corporate Governance Report.

WHISTLEBLOWER MECHANISM

LTIMindtree Whistleblower Policy (''WB Policy'') meets the requirement of the vigil mechanism framework prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. WB Policy is available on the Company''s website under Corporate Governance section. WB Policy aims to provide an appropriate platform and protection to all stakeholders to make protected disclosure via email, hotline, intranet portal or by post, of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including without limitation of the Integrity Policy, Employee Code of Conduct, Supplier Code of Conduct, Securities Dealing Code, Code of Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code).

WB Policy also provides for adequate safeguards against retaliation and victimization of the whistleblower. The investigation of complaints is carried out confidentially, impartially, timely and appropriate action initiated to ensure that requisite standards of integrity, professional and ethical conduct are maintained. All employees and Directors have access to Chairperson of the Audit Committee for any reporting. The Audit Committee reviews on a quarterly basis the status of the complaints received and actions taken.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements pursuant to Section 129(3) of the Act prepared in accordance with the Accounting Standards prescribed by the ICAI, forms part of this Integrated Annual Report.

AUDITORS

A. STATUTORY AUDITOR

M/s. Deloitte Haskins & Sells Chartered Accountants LLP [ICAI Registration No. 117364W/W100739] were appointed as Statutory Auditor of the Company by the members at their 26^th AGM, for a period of 5 years from conclusion of the 26^th AGM till conclusion of the 31^st AGM.

The reports issued by the Statutory Auditor on the standalone and consolidated financial statements of the Company for the year ended March 31, 2024 do not contain any qualification, observation or comment or remark(s) which have adverse effect on the functioning of the Company and therefore, do not call for any comments from Directors. Further, the Statutory Auditor has not reported any fraud as specified under Section 143(12) of the Act.

B. SECRETARIAL AUDITOR

The Secretarial Audit Report issued by M/s. Alwyn Jay & Co., Practising Company Secretaries is annexed as Annexure I to this Report. The Secretarial Auditor''s Report to the members does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under Section 148 of the Act are not applicable to the business activities carried out by the Company.

OTHER DISCLOSURES

I. Remuneration received by Whole-time Director from subsidiary company: During the year under review, no Whole-time Director received remuneration from any of the subsidiary(ies) of the Company.

II. During the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, before NCLT or other court(s).

AWARDS AND RECOGNITIONS

1. Named as a Global Future 50 company by Fortune magazine.

2. Recognized as the Fastest Growing Indian IT brand in 2023 by Brand Finance.

3. Enters the NIFTY 50 Index.

4. Recognized as a Great Place to Work™ in the US, France, Poland & Denmark and Top Employer award 2023 for UK.

5. Awarded the prestigious NASSCOM Spotlight Award for Best-in-Class R&D Organization!

6. Received the "Global Partner of the Year award" for Sustainability at AWS reinvent.

7. Recognized by India Workplace Equality Index (IWEI) in the silver category for its efforts towards LGBTQ (Lesbian, Gay, Bi, Trans, Queer/Questioning) inclusion.

8. Wins Golden Peacock Award for Sustainability in 2023.

9. Honored with "Partner on Boomi Award" at the Boomi World Tour.

10. LTIMindtree has made it to the Carbon Disclosure Project (CDP) Global Leaderboard for the fourth consecutive year by scoring an "A-" in the 2023 Climate Change Ranking.

11. Awarded First Runner-Up for Disability Confidence & Inclusion, Second Runner-Up for LGBTQIA Inclusion, and First Runner-Up for DEI Champion at the Bombay Chambers DEI Awards.

12. Wins the 2023 Outstanding Value Award from Honda.

13. Earns New Pega Partners Global Elite Partner Distinction.

14. LTIMindtree''s Infinity DevOps Platform Secures "Product of the Year in DevSecOps" at DevOps India Summit 2023.

15. LTIMindtree wins "Data Solution of The Year for Retail" award by Data Breakthrough

16. LTIMindtree''s Canvas Named Winner in the 2023 Artificial Intelligence Excellence Awards.

17. LTIMindtree receives Top Honors for Sustainable Reporting Practices at the ICAI Sustainability Reporting Awards 2023.

OTHER MATTERS

Inspection was carried out at erstwhile Mindtree Limited by the office of Regional Director (South Eastern Region), Ministry of Corporate Affairs under Section 206 of the Act during the financial year 2019-20. Show cause/adjudication notice(s) were issued to Mindtree by the Registrar of Companies, Karnataka (RoC) during the financial year 2022-23 (prior to merger) pertaining to alleged violation of Sections 149(9), Sections 230-232 read with Section 234, Section 134 and Section 143 of the Act. Mindtree had filed application(s) for compounding of the alleged violations and are pending for hearing/disposal.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to the customers, vendors, investors, banks, financial & academic institutions, regulatory authorities, stock exchanges and all other stakeholders for their continued co-operation and support.

Your Directors also acknowledge the support and co-operation from the Government of India, state governments and overseas government(s), their agencies and other regulatory authorities.

Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.

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Mar 31, 2023

MARKETING

Your Directors have pleasure in presenting the Integrated Annual Report along with the Audited Financial Statements (Standalone and Consolidated) of LTIMindtree Limited (''LTIMindtree'' or ''the Company'') for the year ended March 31, 2023 (''FY23'').

FINANCIAL RESULTS

(H in Mn)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	319,754	248,454	331,830	261,087
Other income	5,008	8,886	5,569	7,658
Total revenues	324,762	257,340	337,399	268,745
Employee benefit expense	194,274	148,835	208,799	159,892
Sub-contractor expenses	33,421	26,010	28,286	23,591
Finance costs	1,440	1,187	1,504	1,234
Depreciation and amortization expenses	6,392	5,301	7,227	5,971
Other expenses	33,355	23,938	33,668	25,118
Total expenses	268,882	205,271	279,484	215,806
Profit before tax	55,880	52,069	57,915	52,939
Tax expense	13,317	12,946	13,812	13,439
Profit for the year	42,563	39,123	44,103	39,500

PERFORMANCE OF THE COMPANY

On a consolidated basis, revenue for the year was H331,830 Mn signifying a growth of 27.1 % in rupee terms. The increase in revenue is attributable to growth across all verticals, predominantly Banking, Financial Services & Insurance, High-Tech and Media & Entertainment. Profit after tax on a consolidated basis for the year was H44,103 Mn signifying an increase of 11.7%. For more details, refer to the ''Financial Performance'' section in the Management Discussion and Analysis, which forms part of the Integrated Annual Report.

AMALGAMATION AND ARRANGEMENT

a. Amalgamation of Mindtree Limited

During the year under review, the Scheme of Amalgamation and Arrangement under Sections 230-232 of the Companies Act, 2013 amongst Larsen & Toubro Infotech Limited (LTI) and Mindtree Limited (Mindtree) and their respective Shareholders & Creditors, inter-alia, for amalgamation of Mindtree with LTI ("the Scheme"), was approved by the shareholders and creditors of these companies at their respective meetings held pursuant to the order(s) of the Hon''ble National Company Law Tribunal (NCLT), Mumbai & Bengaluru Bench. Thereafter, the Scheme was sanctioned by NCLT, Mumbai vide its order passed dated September 19, 2022 and NCLT, Bengaluru vide its orders passed dated November 4, 2022 & November 10, 2022. The Scheme came into effect from November 14, 2022.

In terms of the Scheme, the name of your Company was changed from ''Larsen & Toubro Infotech Limited'' (LTI) to ''LTIMindtree Limited'', w.e.f. November 15, 2022.

As per the Share Exchange Ratio enshrined in the Scheme, during the year under review, your Company allotted its 12,04,17,607 equity shares of H1/- each on November 25, 2022, to the shareholders of Mindtree as on the Record Date i.e., November 24, 2022 fixed for the said purpose. These shares were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on December 5, 2022. Further, in accordance with the Scheme, net sale proceeds of the fractional entitlements to the equity shares of the Company arising out of allotment of shares of the Company as per the abovementioned Share Exchange Ratio, were distributed amongst the eligible shareholders of Mindtree.

b. Amalgamation of subsidiaries

As part of the entity rationalization plan, during the year under review, the Board of Directors upon recommendation of the Audit Committee and subject to requisite approvals, approved a Scheme of Amalgamation of Powerupcloud Technologies Private Limited, Lymbyc Solutions Private Limited and Cuelogic Technologies Private Limited (Subsidiaries) with the Company. The Appointed Date as per the Scheme of Amalgamation is April 1, 2023. The scheme is yet to be sanctioned by NCLT.

With the merger of LTI and Mindtree, LTIMindtree is proud to have entered the elite league of top-tiered IT services companies. Your Company''s expansion in India and Europe has enabled to offer cutting-edge solutions that provide the clients, innovative and cost-effective services. The opening of state-of-the-art Digital Experience Centre in Hyderabad, Insurance Data and Analytics Innovation Center in Kolkata, and a Delivery Center in Poland have marked significant milestones in your Company''s continued effort to re-imagine outcomes for the clients and unlock new possibilities by placing the most optimal intelligence, insights, innovation, and investments at the core of value.

Your Company is also proud to be recognized as a Top Employer in the UK for the third consecutive year and awarded Best Organization for Women 2023 by The Economic Times, a testament to its commitment to creating an inclusive workplace that values diversity and fosters equality. Your Company will continue to invest in innovative solutions that would enable to stay ahead of the curve in the IT services industry and remain committed to building a bigger, brighter, bolder future for the stakeholders.

HUMAN RESOURCE

A fulfilling employee experience results in a highly engaged and productive workforce that would drive growth and success of the organization. The HR initiatives and practices implemented by LTIMindtree support the organization''s strategy of transforming businesses and getting them to the future, faster, together.

Your Company offers a comprehensive Employee Value Proposition (EVP) with four key pillars - Talent-growth Opportunities, People-centric Culture, Rich Employee Experience, and Compelling Brand. LTIMindtree''s approach to wellness is based on four pillars: Emotional, Physical, Financial and Social. The Company provides a range of initiatives to support employees'' well-being, such as counseling services, medical assistance, elder care and will & legacy planning.

Your Company has made significant investments in its cross-skilling and up-skilling platform and Talent Central, which identifies skill gaps and recommends appropriate training. The Shoshin School provides over 5,000 courses curated by subject matter experts, covering technical, functional, behavioral, and leadership skill development.

The Company''s talent strategy aims to encourage a learning and innovation mindset with challenging and growth-oriented role-based career paths aligned to the business strategy and employees'' aspirations. Various talent development initiatives form integral part of an employee''s experience, starting from campus hires to lateral recruits and employees across all levels.

Our HR imperatives focus on building a productive workforce, delivering world-class HR service & support experience and improving compliance & productivity of HR operations, which align with the strategic priorities of the organization. For more details on the organization''s employee value proposition, post merger HR integration journey, Company''s talent acquisition strategies, and the strategic initiatives, refer to the People section in Management Discussion & Analysis forming part of the Integrated Annual Report.

INFRASTRUCTURE

Your Company occupies overall 6,830,457 sq. ft. of space, consisting of 57,528 seats, spread across various locations in India, apart from the Kalinga-Training Centre for 1,050 employees measuring about 161,000 sq. ft. and residential facility of around 780 beds.

The Company has prioritized adopting sustainable best practices in accordance with LEED green building design, for creating and maintaining workplace infrastructure projects.

Significant accolades in FY23

• Green Building LEED Platinum interior certification for ICC Tech Park, Pune and Adventz Infinity, Kolkata, the new office projects.

• Awarded "Prashansa Patra" at national level from National Safety Council of India (NSCI) in the service sector. The Company was recognized for exemplary Occupational Safety & Health (OSH) performance, commitment to reduce workplace injuries, implementation of the best OSH practices and encouragement of continual improvements.

• CII National Award for Excellence in Energy Management under the Energy Efficient Unit category.

• Recognized for efficient energy conservation program and water saving, offsetting of overall organizational carbon footprint under Excellence in Sustainability category at the iNFHRA Workplace Excellence Awards 2022.

• Award for the commitment to Occupational Health, Safety, and Environment (OHS&E Awards) from the World Safety Organization - India, at state level.

QUALITY INITIATIVES

Client Centricity is the core of LTIMindtree''s Quality Policy. Your Company strives to be the most client centric partner by delivering rich and meaningful experiences not only to its clients but also to the client''s customers. The Company endeavors to continuously improve its services and solutions, with focus on agility and creativity by nurturing an environment that promotes learning and growth.

Your Company''s endeavor to be unmatched in client centricity including its real time, transparent, yet forward-thinking response, amid the unprecedented challenges, was acknowledged and appreciated in the recently concluded CSAT survey. Your Company has held on to the CSAT Experience Index score compared to the previous cycle. Positive feedbacks have been received on agility/flexibility, understanding business domain and customer centricity expectations.

LTIMindtree''s QMS portal is one single focal point for processes, and it helps to bring in standardization, institutionalization, and industry best practices/standards and frameworks.

The QMS is built on the concept of practitioner defined and refined where knowledge and best practices are shared and published. Process are developed based on industry trends, different project types and different services that LTIMindtree caters to and make them available as reference documents for projects to start work and also ensure that the repository built, is the collection of best practices.

LTIMindtree''s proprietary Capability Maturity Framework (LTIMindtree-CMF) was deployed in FY23 for the fifth consecutive year. It continued to instill a culture of self-discipline combined with strong collaboration, within and across units. Prime benefits include increase in earnings via 103 innovation platforms (56 platforms are new), frameworks, governance & analytics tools, industrialization of existing Intellectual Property and best practices. Project management using High Maturity (HM) practices also brought in significant savings. Other benefits included productivity improvements in 47 accounts/sub practices and enrichment of the Central Knowledge Repository (myKM) with good practices, case studies and reusable components from all units. LTIMindtree''s Quality Management Systems (QMS) was strengthened with 70 QMS process enhancements, including estimations and baselines for new technology, new processes, and enhancements for Oracle OCI/JDE, Data & Analytics, Industrial Internet Of Things (IIOT), Customer Success, SAP, Digital Engineering and Cloud & Infra Practice. BGenie - the Company''s proprietary liferay-based tool, automating the benchmarking process, completed more than two thousand baselines across various technologies and project types.

Launched IT service management training course

Service Management Center of Excellence (COE) is established to further enhance service quality through focused consultancy. It is enabled by Information Technology Infrastructure Library (ITIL) Assessment framework (to assess effectiveness of ITIL process implementation) and ITIL four foundation training and certification module. IT service management training course was designed and implemented across the organization. The course is curated based on latest and best practices which covers the fundamental concepts on service management. The implementation included content and assessment creation, digitization, launch on Learning Management System (LMS) platform, awareness creation throughout the organization, awarding certificates and competency improvement using digital governance. Compounded Monthly Growth Rate (CMGR) stood at 69%, based on pull mechanism.

Launched Manual Error Control program

Manual Error Control (MEC) program is designed by Application Management Services (AMS), Center of Excellence (CoE) to create awareness across the organization to pro-actively control manual errors in operations. This framework has review gates designed to reduce human errors, including major incidents. This helps improve service availability and thereby enhance client satisfaction. The program is digitalized using Insight360.

Governance is digitized by providing more than 35 KPIs in one view. The analytics on organization risks have helped business to avoid client escalations. Analytics on client feedback has helped improve client satisfaction. Support data analytics helps to get nudges and prescriptive analytics on client ticket data, thereby enabling business to focus on specific improvements.

The Company''s Escalation Risk Review (ERR) framework with escalation path right up to the Chief Operating Officer was very effective in timely attention at the appropriate level, thus arresting possible client escalations and ensuring a positive client experience at every stage during the engagements.

Analytics solution, ''Democratization of Data Analytics through automation'' was selected in top 5 in the Watts Humphrey Awards 2022. Certifications

The Company continues to demonstrate the ability to drive its Quality, Service Management, Information Security, Business Continuity Management, Environmental & Health commitments effectively and efficiently through its ISO 9001, ISO 20000, ISO 27001, ISO 27701, ISO 22301, ISO 14001 and ISO 45001 certification accreditations by Bureau Veritas. Compliance to ISAE 3402 for projects in the insurance domain and for client specific engagements in other domains across all Delivery Units were sustained. LTIMindtree is SOC 2 Type II attested for India and international delivery centers, thus demonstrating higher confidence to customers/clients on the focus and dedication towards security compliance, assurance and governance. The Company continues to retain its Level 5 status on the CMMI DEV & CMMI SVC Ver 2.0 constellations.

DIVIDEND

A. Dividend - FY23

During FY23, the Company paid an interim dividend of H20/- per equity share of face value of H1/- each. Further, the Board of Directors has recommended final dividend of H40/- per equity share of face value of H1/- each. Accordingly, the total dividend for FY23, including the recommended final dividend, if approved by the members at their ensuing 27^th Annual General Meeting (AGM), would amount to H60/- per equity share of face value of H1/- each. The final dividend, if approved by the members, would be paid to those members whose name appear in the Register of Members as on the Record Date mentioned in the Notice convening the AGM.

The dividend payment is based on the parameters outlined in the Dividend Distribution Policy of the Company which is in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''). The said Policy is hosted on the website of the Company https://www.ltimindtree.com/wp-content/uploads/2017/05/Dividend-Distribution-Policv. pdf?pdf=download

B. Unclaimed Dividend

In accordance with the provisions of Section 125 of the Act read the with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), following dividends declared by the Company & Mindtree and remaining unclaimed for seven years will be transferred to the Investor Education and Protection Fund (IEPF) during FY24 -

Further, the shares in the folios/demat accounts in which dividend(s) have remained unclaimed for seven consecutive years will also be transferred to IEPF.

Members are requested to claim dividend(s) which have remained unclaimed, by sending a request to the Company at e-mail [e-mail] or to the Company''s Registrar and Share Transfer Agent (RTA) at e-mail [e-mail] or to their postal address C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai-400 083, Maharashtra, India.

During the year under review, the Company transferred dividend amounting to H8,49,920/- which remained unclaimed for a period of seven years to IEPF in accordance with the provisions of the Act. Details of the unclaimed dividend are uploaded on the Company''s website https://www.ltimindtree.com/investors/dividend/

Pursuant to the applicable provisions of the Act, read with the IEPF Rules, the Company has so far transferred 40,410 equity shares to IEPF on which dividend has not been claimed for seven consecutive years.

DETAILS OF UNCLAIMED SHARES

In terms of the requirements under Regulation 39 of the SEBI Listing Regulations, details of unclaimed shares held in demat accounts titled ''Demat Suspense Account'' and ''Escrow Demat Account'' form part of Annexure A to this report.

CHANGES IN SHARE CAPITAL

During the year under review, your Company allotted its 120,417,607 equity shares of H1/- each to the shareholders of Mindtree, as per the Share Exchange Ratio enshrined in the Scheme.

Further, 135,016 equity shares of H1/- each of the Company were allotted during FY23 on exercise of the vested stock options by the eligible employees under ''LTIMindtree Limited Employee Stock Option Scheme 2015''.

Accordingly, the paid-up equity share capital of the Company increased from H175.27 Mn as at March 31, 2022, to H295.82 Mn as at March 31, 2023.

CAPITAL EXPENDITURE

As at March 31, 2023, on consolidated basis, the gross fixed and intangible assets stood at H44,473 Mn (previous year H40,038 Mn), out of which assets amounting to H4,953 Mn (previous year H5,735 Mn) were added during the year, and the net fixed and intangible assets stood at H12,360 Mn (previous year H11,973 Mn).

As at March 31, 2023, on standalone basis, gross fixed and intangible assets stood at H35,281 Mn (previous year H31,244 Mn), out of which assets amounting to H4,746 Mn (previous year H5,396 Mn) were added during the year, and the net fixed and intangible assets stood at H10,852 Mn (previous year H10,057 Mn).

LIQUIDITY

Your Company maintains sufficient cash to meet its operations and strategic objectives. Cash and investments (net of short-term borrowings) have increased from H71,123 Mn as at March 31, 2022 to H73,721 Mn as at March 31, 2023.

Date of declaration	Dividend declared by	Due date for transfer to IEPF
March 23, 2016	Mindtree	April 28, 2023
May 31,2016	LTIMindtree	July 6, 2023
July 19, 2016	Mindtree	August 24, 2023
October 21, 2016	Mindtree	November 26, 2023
November 9, 2016	LTIMindtree	December 15, 2023
January 19, 2017	Mindtree	February 24, 2024

Your Company has been rated by CRISIL, a credit rating agency for its banking facilities. It has issued long-term issuer rating with AAA/Stable. It has also rated your Company''s short-term facilities with A1 . These ratings reflect your Company''s continued strong parentage, credit profile, liquidity position, strong corporate governance practices, financial flexibility and conservative financial policies.

DEPOSITS

During the year under review, the Company did not accept any public deposit and as such, no amount on account of principal and/or interest on public deposit was outstanding as on the date of the Balance Sheet. Further, in accordance with the provisions of Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies, the return of particulars of transactions by the Company not considered as deposit.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

During the year under review, consequent upon the Scheme coming into effect, all the branches and subsidiary [Mindtree Software (Shanghai) Co. Limited] of Mindtree became branches and subsidiaries of your Company. As at March 31, 2023, the Company had 26 subsidiaries.

The material changes in the subsidiaries of the Company during FY23, are as under:

A. Change of Name

Consequent to the change of name of your Company to ''LTIMindtree Limited'', name of the subsidiaries are/being changed, to reflect the new name of the Company.

B. Amalgamation

Members may refer to the para titled ''Amalgamation and Arrangement'' of this report for details of an on-going scheme of amalgamation of three subsidiaries with the Company.

C. Liquidation

Following subsidiaries have been liquidated -

i. Ruletronics Limited, UK, wholly owned subsidiary was liquidated w.e.f. May 10, 2022;

ii. Ruletronics Systems Inc., wholly owned subsidiary was liquidated w.e.f. February 16, 2023.

I n line with the requirements of Regulation 16(1)(c) of the SEBI Listing Regulations, the Company has a policy on identification of material subsidiaries, which is available on the Company''s website, https://www.ltimindtree.com/wp-content/uploads/2018/11/Material-Subsidiary-Policy.pdf. As at March 31, 2023, there is no material subsidiary of the Company.

A statement containing salient features of the financial statements of subsidiaries in Form AOC-1 is annexed as Annexure B to this Report. Pursuant to the requirements of Section 136 of the Act, the Standalone and Consolidated financial statements along with relevant documents and audited financial statements of the subsidiaries are hosted on the Company''s website https://www.ltimindtree.com/wp-content/ uploads/2023/06/Subsidiary-Annual-Report-for-FY-23.pdf.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

Details of investments made and/or loans or guarantees given and/or security provided, if any are given in the notes to the Standalone and Consolidated financial statements which form part of the Integrated Annual Report.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions were in the ordinary course of business of the Company and on arm''s length terms. During FY23, Audit Committee has reviewed on quarterly basis, the related party transactions of the Company vis-a-vis the omnibus approval(s) accorded by Audit Committee.

During FY23, there was no material related party transaction, including transaction involving payment made to related party with respect to brand usage/royalty, requiring approval of the shareholders. Furthermore, there was no contract/arrangement with related parties referred to in subsection (1) of Section 188 of the Act.

Related party transactions during FY23 are in compliance with the Act, SEBI Listing Regulations and Accounting Standards of Institute of Chartered Accountants of India (ICAI), and are disclosed in the notes to the financial statements which form part of this Integrated Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

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

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

Information as per Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure C to this Report.

RISK MANAGEMENT

The Company has formulated a risk management policy and put in place a mechanism to apprise the Board on risk assessment, minimization procedures and periodic review to ensure that executive management controls risk by means of a properly designed framework. A detailed note is given in the Risk Management section forming part of the Integrated Annual Report.

CYBER SECURITY

At LTIMindtree, information security is of paramount importance. In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security events globally, so as to achieve higher compliance and continuity. State-of-the-art cyber security solutions have been deployed to detect and prevent malicious attempts, and partnerships with leading cyber security providers are in place for adequate service and support. While employees functioned effectively as a remote and hybrid workforce, the Company continued to remain vigilant in the face of changing cyber security threats. Your Company continues to be certified against the Information Security Management System (ISMS) Standard ISO 27001:2013 and Privacy Information Management Systems (PIMS) Standard ISO27701. In addition, the Company has been attested in SSAE18 SOC1 and SOC2 by an independent audit firm.

CORPORATE SUSTAINABILITY

At LTIMindtree, we consider sustainability as an integral and non-negotiable element that is ingrained in our DNA. Sustainability enables us to foster a nurturing eco-system and drives our mission for green technology and innovation which gives everyone a chance to grow by creating harmony between nature, humans, and corporate operations. Our dual focus strategy on growth and sustainability is the most effective means of building long-term value for all stakeholders.

Our sustainability framework which is composed of three pillars - Ecological Sustainability, Workplace Sustainability and Governance & Advocacy - is strengthened by a set of policies, disclosure mechanisms, management systems and tracking mechanisms for impacts.

Our ESG 2030 vision and roadmap reflect our commitment in making LTIMindtree an environmentally, socially and ethically responsible organization with a safe, equal and inclusive workplace for our multi-ethnicity and diverse talent including our LGBTQ community.

Both LTI and Mindtree received accolades, recognitions and validation for their sustainability performance in several ways, including leadership category in CDP ratings, good performance in MSCI, ESGRisk.ai, CRISIL, IIFL and FTSE4Good, excellence in workplace in the form of Great Place to Work (GPTW), recognition for gender equality through ICAI International Sustainability Reporting Awards. The legacy continues in a positive way at LTIMindtree, with our bold ambition to become net-zero by 2040 and water-neutral by 2030 for the India operations, strengthening our commitment for sustainable growth and propelling the Company towards the future, faster - together.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures required to be given under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, are provided in the Annual Report on CSR Activities for FY23, forming part of the Report as Annexure D.

The CSR Policy and CSR Annual Action Plan for FY23 are available on the Company''s website, www.ltimindtree.com/social-responsibility/

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Appointments during FY23

a. Mr. Vinayak Chatterjee was appointed as Independent Director for a term of five years w.e.f. April 01, 2022;

b. Mr. Debashis Chatterjee was appointed as Chief Executive Officer & Managing Director w.e.f. November 14, 2022;

c. Mr. Venugopal Lambu was appointed as Whole-time Director & President, Markets II w.e.f. November 14, 2022;

d. Ms. Apurva Purohit, Mr. Bijou Kurien, and Mr. Chandrasekaran Ramakrishnan were appointed as Independent Directors for a term of five years w.e.f. November 14, 2022;

e. Mr. Vinit Ajit Teredesai was appointed as Chief Financial Officer w.e.f. November 14, 2022;

In terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, all appointments of Independent Directors during the year under review were made after due veracity of their integrity, expertise and experience (including their proficiency).

Cessations during FY23

a. Mr. Sudip Banerjee ceased to hold office as Director, upon completion of his first term as Independent Director w.e.f. May 19, 2022;

b. Mr. Sanjay Jalona resigned as Chief Executive Officer & Managing Director w.e.f. June 03, 2022;

c. Ms. Aruna Sundararajan resigned as Independent Director w.e.f. November 14, 2022, pursuant to the Scheme coming into effect and the need to re-constitute the Board. Ms. Aruna Sundararajan has confirmed that there are no other material reasons other than those provided in her letter dated November 14, 2022, which was furnished to stock exchanges;

d. Mr. Anil Rander resigned as Chief Financial Officer w.e.f. November 14., 2022, and

e. Mr. Venugopal Lambu resigned as Whole-time Director & President-Markets II w.e.f. January 10, 2023;

The Board places on record its appreciation for the services rendered by Mr. Sudip Banerjee, Mr. Sanjay Jalona, Ms. Aruna Sundararajan and Mr. Venugopal Lambu during their tenure as Director and Mr. Anil Rander as Chief Financial Officer.

Re-appointment of Directors

Mr. A.M. Naik (DIN: 00001514) and Mr. Sudhir Chaturvedi (DIN: 07180115) Directors, retire by rotation, and being eligible, have offered themselves for re-appointment at the 27^th AGM. Mr. A.M. Naik has expressed desire to relinquish office of Chairman on conclusion of the Annual General Meeting to be held in the calendar year 2024.

The disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India form part of the notice convening the 27^th AGM.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report is annexed as Annexure E to this Report.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 8 (eight) times during the year under review. Details of these Board meetings are provided in the Corporate Governance Report which is Annexure E to this Report. The gap between two board meetings was within the time prescribed under the Act and the SEBI Listing Regulations.

During FY23, Independent Directors had their separate meeting on April 5, 2022 in accordance with the requirements of Schedule IV of the Act, Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India and the SEBI Listing Regulations.

Further, a meeting of the Independent Directors was held on April 20, 2023 to discuss, inter-alia, annual performance evaluation of the Board, its Committees and the individual Directors for FY23 and assessment of flow of information from management to the Board.

BOARD COMMITTEES

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders'' Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. The Board has also constituted Strategic Investment Committee. Details of each of these committees outlining their composition, terms of reference and meetings held during FY23, are outlined in the Corporate Governance Report forming part of this Report as Annexure E.

During FY23, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy (''NRC Policy'') is in place laying down the role of Nomination and Remuneration Committee (NRC), criteria of appointment, qualifications, term/tenure etc. of Executive Directors & Independent Directors, annual performance evaluation, remuneration of Executive Directors, Non-Executive/Independent Directors, Key Managerial Personnel & Senior Management, and criteria to determine qualifications, positive attributes & independence of Director. During the year under review, the NRC policy was amended to reflect the new name of the Company and harmonise the practices for appointment and remuneration of Senior Management Personnel of the merged entity.

The amended NRC policy is available on the Company''s website at https://www.ltimindtree.com/wp-content/uploads/2019/05/LTI-Final NRC-Policy. pdf?pdf=download

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which has been duly assessed by the Board as part of their annual performance evaluation. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

ANNUAL RETURN

The annual return for FY23 is available on the Company''s website, https://www.ltimindtree.com/wp-content/uploads/2023/06/Annual-Return-Form-MGT-7-FY2022-23.pdf

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The Audit Committee comprising of professionally qualified Directors, interacts with the auditor, internal auditors and the management in dealing with matters within its terms of reference.

The Company has a proper and adequate system of internal controls. These controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning of the Act. An extensive program of internal audits and management reviews supplement the process of internal financial control framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls.

The internal financial control framework design ensures that financial and other records are reliable for preparing financial and other statements. In addition, the Company has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting. At regular intervals, internal teams test the identified key controls. The Internal auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory Auditors'' Report include a report on the internal financial controls over financial reporting.

In order to maintain objectivity and independence, Internal Auditor reports to the Chairperson of Audit Committee of the Board. The Audit Committee defines the scope and authority of the Internal Auditor. Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and necessary corrective actions are presented to the Audit Committee.

The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively, and no material weakness exists during FY23.

COMPLIANCE MONITORING SYSTEM

At LTIMindtree, ensuring regulatory compliance is of utmost importance. Your Company has put in place a compliance management framework which outlines the Company''s philosophy towards compliance culture, understanding compliances, coverage, approach, responsibilities, reporting matrix and trainings.

The Company believes that good framework to track statutory compliance is essential for the successful conduct of business operations and high standards of corporate governance. The Company has further enhanced the mechanism to monitor compliances by setting up the ''Compliance Committee'' (''CC'') which monitors the regulatory compliance performance, remediation plans for non-conformities, on an ongoing basis. Periodic updates on regulatory compliance performance along with status of remediation plan is also reviewed by Risk Operating Committee. Key compliances/ regulations are covered as part of internal audit every year. Company maintains list of applicable laws and compliance checklist(s) which are monitored and tracked through the in-house compliance tool.

The Company also engages external consultants to review and update the compliance requirements for new geographies and update the existing checklist(s) of compliances. Compliance tasks are mapped in compliance tool to process owners who update the status with supporting evidence. Identified key stakeholders across functions ensure and confirm compliance with the provisions of all applicable laws on a continuous basis. The Global Compliance update is placed before the Audit Committee on quarterly basis and the Audit Committee gives update to the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) 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 and of the profit of the Company for the year ended March 31, 2023;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(vi) 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.

ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

The annual evaluation of the performance of the Board for FY23 was carried out with the help of an external agency with due compliance of the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations. Online evaluation of the Board, Board Committees, Chairman and individual Directors was carried out in line with the Guidance Note on Board Evaluation issued by SEBI.

The evaluation of the performance of the Board, its Committees, Chairman & Directors and suggestion emanating out of the performance evaluation exercise were reviewed by the Independent Directors at their separate meeting and Nomination & Remuneration Committee & Board of Directors at their respective meetings.

Individual members of the Board were evaluated against the skills/expertise/ competencies identified and approved by the Board of Directors as are required in the context of Company''s business which, inter-alia, include competence/ expertise in areas of:

• Strategy and Planning

• Governance, Risk Management and Compliance

• Finance, Accounts & Audit

• Global experience / international exposure

• Contributor and Collaborator

• Information Technology

• Client Engagement

• Stakeholders Engagement and Industry Advocacy.

The evaluation indicates that the Board of Directors has an optimal mix of skills/expertise to function effectively. The mapping of board skills/expertise vis-a-vis individual Directors is outlined in the Report on Corporate Governance Report which is Annexure E to this Report.

DISCLOSURE OF REMUNERATION

The information under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure F to this Report.

Details of employees'' remuneration under Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure G to this Report. In terms of the second proviso to Section 136(1) of the Act and the rules made thereunder, the Board''s Report is being sent to the members without the aforesaid Annexure. Members who are interested in obtaining copy of the same may send an email at [e-mail].

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias or any form of harassment at the workplace. LTIMindtree has in place a Prevention of Sexual Harassment (POSH) Policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The essence of the policy is communicated to all employees at regular intervals through assimilation and awareness programs. Following are some of the programs and initiatives in place to train the employees and the Internal Committees (IC) for POSH:

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

2. IC Members are imparted relevant training by an external agency during quarterly meetings of the IC.

3. The POSH policy is available on the intranet portal for employees to refer as required.

4. Penal consequences of sexual harassment and constitution of the IC are displayed on the notice boards at all LTIMindtree offices.

Your Company has set up IC, both at the corporate office and at every location where it operates in India. The IC at each location has a fair representation of men and women, including senior women employees as Presiding Officers and external members who are women.

During FY23, the Company received nine complaints (aggregate number of cases reported in Mindtree and the Company) of sexual harassment in India. Eight of these complaints have been resolved with appropriate action, with one complaint pending at the end of FY23.

MODERN SLAVERY STATEMENT

Your Company has published the Modern Slavery Statement prepared in accordance with Section 16 (Mandatory criteria for modern slavery statements) of the Modern Slavery Act 2018 of Australia and pursuant to Section 54 of the Modern Slavery Act 2015 of United Kingdom (UK) which was approved by the Board. Modern Slavery Statement, UK has been hosted on the website of the Company pursuant to Section 54 of the Modern Slavery Act of UK.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (''BRSR'')

Pursuant to Regulation 34 of the SEBI Listing Regulations, ''Business Responsibility and Sustainability Report'' forms part of this Integrated Annual Report. The report outlines the initiatives taken by the Company from the environmental, social and governance perspective.

INTEGRATED REPORTING

In the endeavour to enhance the quality of disclosures, an Integrated Report (''IR'') encompassing financial and non-financial information forms part of the Integrated Annual Report.

LTIMindtree was one of the early adopters of IR in the IT industry. Our IR is set out in accordance with the integrated reporting framework outlined by International Integrated Reporting Council and SEBI''s circular on Integrated Reporting. Our IR has integrated thinking embedded in our strategic framework and our integrated business model defines our ability to create long-term value (outputs and outcomes) out of the capitals available to us (input) with value-accretive activities operating under the strong-governance framework. Our IR aids all the key stakeholders to get a holistic and long-term view of the Company''s strategic focus areas, future outlook and value creation which revolves around the six capitals - Financial, Manufactured, Intellectual, Human, Social & Relationship and Natural.

EMPLOYEE STOCK OPTION SCHEMES

The ''LTIMindtree Employee Stock Option Scheme 2015'', ''LTIMindtree Employees Stock Option Plan 2021'' and ''LTIMindtree Employee Restricted Stock Purchase Plan 2012'' (''ESOP Schemes'') are in place to attract and retain talent. There is no material change in the ESOP Schemes during the financial year under review, save and except change of their name consequent upon the Scheme coming into effect. The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available on the Company''s website, https://www.ltimindtree.com/investors/annual-reports/

The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with the Act and abovementioned SEBI Regulations is given in Annexure H to this Report.

CEO & CFO CERTIFICATE

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of Chief Executive Officer & Managing Director and Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2023, is Annexure - 1 to the Corporate Governance Report.

WHISTLE BLOWER MECHANISM

LTIMindtree''s Whistleblower Policy meets the requirement of the vigil mechanism framework prescribed under the Act and the SEBI Listing Regulations. The Whistleblower Policy is available on the Company''s website, https://www.ltimindtree.com/wp-content/uploads/2023/02/Whistle-Blower-Policy.pdf. The Policy aims to provide an appropriate platform and protection to whistleblowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including without limitation the Integrity Code, Code of Conduct for Prevention of Insider Trading, Code of Fair Practices and Disclosure. The Policy also provides for adequate safeguards against victimization of the whistleblower. LTIMindtree investigates complaints speedily, confidentially and in an impartial manner, and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are maintained. All employees and directors have access to Chairperson of the Audit Committee. The Audit Committee reviews on a quarterly basis, the complaints received under the vigil mechanism.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements pursuant to Section 129(3) of the Act prepared in accordance with the Accounting Standards prescribed by the ICAI, forms part of this Integrated Annual Report.

AUDITORS

A. STATUTORY AUDITOR

M/s. Deloitte Haskins & Sells Chartered Accountants LLP [ICAI Registration No. 117364W/W100739] were appointed as Statutory Auditor of the Company by the members at their 26^th AGM, for a period of 5 years from conclusion of the 26^th AGM till conclusion of the 31^st AGM.

The reports issued by the Statutory Auditor on the standalone and consolidated financial statements of the Company for the year ended March 31, 2023 do not contain any qualification, observation or comment or remark(s) which have adverse effect on the functioning of the Company and therefore, do not call for any comments from Directors. Further, the Statutory Auditor has not reported any fraud as specified under Section 143(12) of the Act.

B. SECRETARIAL AUDITOR

The Secretarial Audit Report issued by M/s. Alwyn Jay & Co., Practising Company Secretaries is annexed as Annexure I to this Report. The Secretarial Auditor''s Report to the members does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under Section 148 of the Act are not applicable to the business activities carried out by the Company.

OTHER DISCLOSURES

I. Remuneration received by Whole-time Director from subsidiary company: During the year under review, no Whole-time Director received remuneration from any of the subsidiary(ies) of the Company.

II. During the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, before NCLT or other court(s).

AWARDS & RECOGNITIONS

Corporate/ Marketing awards:

1. Named the GSI Global Delivery Platform Partner of the Year by Snowflake, the Data Cloud Company, in accelerating migrations and implementations on the Snowflake Data Cloud at speed and scale.

2. Won multiple accolades at the Institutional Investor 2022 Rest of Asia ex-Mainland China Executive Team rankings -Ranked amongst the top 3 across all sell-side categories in the Technology/IT Services & Software space. The Company was also recognized in the ''Most-Honored'' Companies Asia List 2022.

3. Ranked among the top 5 players in the latest IT sourcing study for the Nordic region by Whitelane Research and PA Consulting.

4. Certified as a water-positive company based on a third-party audit.

5. Won Golden Peacock Award for Risk Management 2022 in the IT services and consulting category.

6. Recognized as Great Place to Work Certified in Poland.

7. Won the Golden Peacock Award for Risk Management 2021 for business excellence and maturity in enterprise risk management.

8. Won the Business World People HR Diversity and Inclusion Award for outstanding Diversity and Inclusion initiatives.

9. Won two Brandon Hall Group Human Capital Management Excellence Awards 2022 for best social talent acquisition strategy and best advance

in managing a remote workforce.

10. Certified as a Great Place to Work® in India for the second consecutive year for building a High-Trust, High-Performance Culture™.

11. Named by Great Place to Work® Institute as one of India''s Best Workplaces™ for Women for the second consecutive year.

12. Honored with the Women in Sustainability Award at the ESG World Summit and GRIT Awards 2022 in Singapore.

13. Recognized For Most Innovative Practices at the DivHERsity Awards 2023.

14. Won the Silver shield towards Excellence in Integrated Reporting in the service-sector category for FY22 from "The Institute of Chartered Accountants of India" that was presented during "ICAI Sustainability Reporting Awards 2021-22".

15. LTIMindtree''s Canvas named winner in the year 2023 Artificial Intelligence Excellence Awards.

16. Scored "A-" and is Named Global ''Supplier Engagement Leader'' 2022 by Carbon Disclosure Project (CDP).

17. Recognized as One of the Best Firm for Women in Tech at Analytics India Magazine''s Rising 2023 Conference.

18. Awarded Elite Consulting Partner Status in the Databricks Partner Program.

19. LTIMindtree''s GeoSpatial NxT won the 2022 IoT Excellence Award for excellence in innovation.

20. Accolades and Honour from Sustainability Reporting Standards Board of ICAI for facilitating the SEBI-ICAI Business Responsibility & Sustainability Reporting Back-Testing initiative during FY-23.

21. Winner of the Best Annual Report Award for FY-22 amongst companies in the ITES Sector received from The Free Press Journal and Grant Thornton.

Analyst and Advisory recognitions:

1. LTI & Mindtree received an honorable mention in the 2022 Gartner® Magic Quadrant for Public Cloud IT Transformation Services, worldwide.

2. Recognized in 2022 Gartner® Magic Quadrant™ for Oracle Cloud Application Services, Worldwide.

3. Mindtree named as a ''Leader'' in ISG Provider Lens™ Google Cloud Partner Ecosystem 2022.

4. LTI named as a ''Leader'' and ''Star Performer'' in Everest Group''s Application and Digital Services in P&C Insurance PEAK Matrix Assessment 2023.

5. Mindtree named as a ''Major Contender'' in Everest Group''s Adobe Services Providers PEAK Matrix Assessment 2022.

6. LTI recognized in 2022 Gartner® Magic Quadrant™ for SAP S/4HANA Application Services, Worldwide.

7. Mindtree named as a ''Major Contender'' in Everest Group''s Industry 4.0 Services PEAK Matrix Assessment 2022.

8. LTI named as a ''Major Contender'' and ''Star Performer'' in Everest Group''s Open Finance IT Services PEAK Matrix® Assessment 2023.

9. Mindtree named as a ''Major Contender'' in Everest Group''s Healthcare Provider Digital Services 2022 PEAK Matrix Assessment 2022.

10. LTIMindtree recognized in The Forrester Customer Analytics Services Providers Landscape, Q1 2023.

11. LTIMindtree named as a ''Major Contender'' in Everest Group''s Digital Transformation Consulting PEAK Matrix® Assessment 2023.

12. LTIMindtree recognized in The Forrester Salesforce Consulting Services Providers Landscape, Q1 2023.

13. LTIMindtree recognized in The Forrester Augmented Business Intelligence Landscape 2023 Report.

OTHER MATTERS

Inspection was carried out by the office of Regional Director (South Eastern Region), Ministry of Corporate Affairs under Section 206 of the Act in relation to Mindtree, during the financial year 2019-20. Show cause/adjudication notice(s) were issued by Registrar of Companies, Karnataka (RoC) during the financial year 2022-23 pertaining to alleged violation of Sections 149(9), Sections 230-232 read with Section 234, Section 134 and Section 143 of the Act. Mindtree had filed application(s) for compounding of the alleged violations. The application(s) for compounding are pending for hearing/disposal.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to the customers, vendors, investors, banks, financial & academic institutions, regulatory authorities, stock exchanges and all other stakeholders for their continued co-operation and support.

Your Directors also acknowledge the support and co-operation from the Government of India, state governments and overseas government(s), their agencies and other regulatory authorities.

Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.

For and on behalf of the Board

Debashis Chatterjee Nachiket Deshpande

Chief Executive Officer & Chief Operating Officer &

Date: April 27, 2023 Managing Director Whole-time Director

Place: Mumbai (DIN: 00823966) (DIN: 08385028)

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Mar 31, 2021

Your Directors have pleasure in presenting the Integrated Annual Report along with the Audited Financial Statements of Larsen & Toubro Infotech Limited (‘LTI'' or ‘Company'') for the year ended March 31, 2021 (‘FY21'').

1. Financial Results

('' in Million)
	Standalone		Consolidated
	2020-21	2019-20	2020-21	2019-20
Revenue from operations	115,626	101,842	123,698	108,786
Other Income	2,247	4,217	2,744	3,292
Total Income	117,873	106,059	126,442	112,078
Less: Operating Expenditure	90,578	83,185	96,447	88,493
Less: Finance Cost	716	720	788	826
Less: Depreciation and amortization	2,669	2,084	3,325	2,730
Profit Before Tax (PBT)	23,910	20,070	25,882	20,029
Less: Provision for Tax	6,036	4,546	6,500	4,824
Profit for the year (PAT)	17,874	15,524	19,382	15,205
Less: Non-Controlling Interests	0	-	21	4
Add: Balance brought forward from previous year	47,564	38,359	47,530	38,659
Less: Transition impact of IND AS 116	0	629	0	640
Balance available for disposal which Directors appropriate as follows:	65,438	53,254	66,891	53,220
Less: Dividend (excluding tax)	5,324	4,875	5,324	4,875
Less: Tax on Dividends	0	815	0	815
Balance to be carried forward	60,114	47,564	61,567	47,530

2. Performance of the Company

On standalone basis, revenue from operations and other income for the financial year under review were '' 117,873 Million as against '' 106,059 Million for the previous financial year registering an increase of 11.14%. The profit before tax was '' 23,910 Million and the profit after tax was '' 17,874 Million for the financial year under review as against '' 20,070 Million and '' 15,524 Million, respectively for the previous financial year.

On consolidated basis, revenue from operations and other income for the financial year under review were '' 126,442 Million as against '' 1 12,078 Million for the previous financial year registering an increase of 12.82%. The profit before tax was '' 25,882 Million and the profit after tax was '' 19,382 Million for the financial year under review as against '' 20,029 Million and '' 15,205 Million, respectively for the previous financial year.

3. Capital Expenditure

On standalone basis, as at March 31, 2021, the gross fixed and intangible assets stood at '' 11,099 Million (previous year '' 9,728 Million) out of which assets amounting to '' 1,726 Million (previous

year '' 2,092 Million) were added during the year and the net fixed and intangible assets stood at '' 4,795 Million (previous year '' 4,563 Million).

On consolidated basis, as at March 31, 2021, the gross fixed and intangible assets stood at '' 25,521 Million (previous year '' 22,190 Million) out of which assets amounting to '' 3,231 Million (previous year '' 3,558 Million) were added during the year and the net fixed and intangible assets stood at '' 13,501 Million (previous year '' 12,097 Million).

4. Integrated Report

As a good corporate governance practice, the Company is continuously enhancing the quality of disclosures being made available to the stakeholders and accordingly, a similar step on this front has been taken by voluntarily providing an Integrated Report for the reporting financial year, which encompasses both financial and non-financial information to enable the stakeholders to take well informed decisions and have a better understanding of the Company''s long term perspective, vision and value creation model.

The Integrated Report is in terms of the Guiding Principles prescribed by the International Integrated Reporting Council (‘IIRC'') and has details about organisation''s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

5. Material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this Report

There have been no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this report.

6. Changes in Share Capital

During FY21, the Company allotted 623,839 equity shares of '' 1 each on exercise of the vested options by the eligible employees under Employee Stock Option Scheme 2015 of the Company. Accordingly, the paid-up equity share capital of the Company increased from '' 174.13 Million to '' 174.75 Million. After March 31, 2021, the Company has further allotted 11,720 equity shares of '' 1 each on May 4, 2021, on exercise of vested options by the eligible employees under the Employee Stock Option Scheme 2015 of the Company. The equity shares allotted under the Employee Stock Option Scheme 2015 rank pari-passu with the existing equity shares of the Company. Consequently, as on the date of this report, the paid-up equity share capital of the Company is '' 174.76 Million.

7. Dividend and Dividend Distribution Policy

The Directors are pleased to recommend final dividend of '' 25/-per equity share of face value of '' 1/- each. During the financial year ended March 31, 2021, the Company paid an interim dividend of '' 15/- per equity share. The total dividend for FY21, including the final dividend, if approved by shareholders, would amount to '' 40/- per equity share. The final dividend if approved by the shareholders would be paid/ payable to those shareholders whose name appear in the Register of Members as on the record date mentioned in the Notice convening the 25^th Annual General Meeting |‘AGM'') of the Company.

The Dividend is based upon the parameters mentioned in the Dividend Distribution Policy which is available on the Company''s website at www.Lntinfotech.com/Investors

8. Human Resource

Our employees are the foundation of our success at LTI. Our employees have shown extraordinary grit and resilience in the challenging year gone by and have been the primary reason for LTI setting the growth benchmark in the industry. LTI has strengthened several development programs and built new ones during the FY21 with the vision of further fortifying and deepening the skills of our workforce of over 35000 LTItes across the globe in keeping with the evolving needs of our business.

To learn more about our efforts in the human resource development space, please refer to the ‘Human Capital'' section of the Integrated Report Section in this Annual Report.

9. Marketing

Brand LTI, is now four years old. Through its contemporary style and messaging, LTI has gained recognition as one of the leading global technology brands. The Company stepped up its efforts toward gaining mindshare of clients, prospects and other stakeholders by delivering crisp and consistent messaging across relevant channels. It leveraged robust marketing technology stack to remodel its outreach initiatives, given the change in customer behavior due to challenges posed by the pandemic, the Company continued to garner accolades for its efforts and initiatives.

10. Awards & Recognition Corporate/ Marketing awards:

1. LTI is the fastest growing brand in Brand Finance IT Services 25 2021 ranking.

2. LTI ranked 75^th in Business India Super 100 Annual Rankings.

3. LTI ranked 35^th (Rating ‘A'') among the top 50 companies in

the BW BusinessWorld India rankings for Most Sustainable Companies 2020.

4. LTI recognized as a Top Employer 2021 in the UK by the Top Employers Institute.

5. LTI won the Platinum award at the 7^th CSR India Awards 2020 in the category ‘Employment Enhancing Vocational Skills''.

6. LTI Wins 2020 SAP® Pinnacle Award as the Industry Innovation Partner of the Year.

7. LTI recognized as the ‘Great Place to Work'' in the USA.

8. LTI''s Powai HQ building bagged the ‘IGBC Performance Challenge 2020 for Green Built Environment - Excellence Award'' under ‘ITES Building'' category, scoring ‘excellent'' in Energy Performance and Water Conservation.

Analyst and Advisory recognitions:

1. LTI topped the list of ‘IT Services Challenger 2021'' in Everest Group''s PEAK Matrix Service Provider of the Year™ Awards.

2. LTI Leni and LTI Mosaic recognized in The Forrester Tech Tide™: Enterprise Business Insights & Analytics, Q1 2021.

3. LTI has received an Honorable Mention in the Gartner Magic Quadrant for Data and Analytics Service Providers, 2021.

4. LTI is a Leader in Digital Business Consulting and Digital Product Lifecycle Services in 2020 ISG Provider Lens™ Digital Business - Solutions and Service Partners report for the US.

5. LTI recognized in Forrester''s Now Tech: Oracle Apps Implementation Services Providers, Q2 2020.

6. LTI recognized as a Rising Star for Managed Application Services in the ISG Provider Lens™ Salesforce Ecosystem Partners 2020 US Report.

7. LTI recognized as a Leader in ISG Provider Lens™: SIAM/ ITSM 2020 Study for US Market.

8. LTI recognized in Forrester''s Now Tech: IoT Consultancies in Asia Pacific, Q1 2020.

9. LTI recognized as Leader and Star Performer in Everest Group''s Application and Digital Services in Capital Markets PEAK Matrix® Assessment 2021.

10. LTI positioned in ‘Leaders'' Quadrant within NelsonHall''s Software Testing: Quality Engineering NEAT 2020.

11. LTI recognized as a Leader in Everest Group Insurance Business Model Innovation Enablement Services PEAK Matrix® Assessment 2021.

12. LTI recognized as a Leader and Rising Star in the ISG Provider Lens™ Next-Gen Private/Hybrid Cloud - Data Center Services & Solutions Report, Nordics 2020.

13. LTI recognized as a Leader in Payment Ecosystem Services in their 2020 ISG Provider Lens™ Banking Industry Ecosystem 2020 Nordics report.

14. LTI named as an Innovator in the Internet of Things (IoT) Services RadarView™ 2021 Report by Avasant.

15. LTI recognized as a Leader in Artificial Intelligence for IT Operations (AIOps) - Mid Market in the ISG Provider Lens™ Intelligent Automation - Solutions and Services Report, US 2020.

16. LTI ranked #1 for Next-Generation Data Services in the recent Everest Group Talent Readiness PEAK Matrix.

11. Infrastructure

The Company has always focused on maintaining State-of-the-art infrastructure and provided best-in-class facilities and services. Our footprint, majorly within Special Economic Zones, is spread across 5 cities in India. Prevailing pandemic situation has compelled the Company to revisit existing infrastructure and add new footprints in Tier 2 cities like Noida, Nagpur and Mysore.

As a result of the pandemic and health emergencies in the Country, LTI has adopted and implemented measures to ensure COVID appropriate behaviour for the safety and well-being of everyone within premises. The way we interact, collaborate, learn and deliver has changed forever. This brought about rapid and innovative changes in working culture due to which we have optimised office spaces in Mumbai, Pune and Hyderabad. During this year, our primary focus on Employee Safety has helped pioneer innovative solutions like Safe-Radius (an App that enables us to track health of employees and follow Social Distancing norms) which exhibits our commitment towards Digital infrastructure.

LTI Headquarters at Powai is now upgraded to a Platinum rated Green Building by U. S. Green Building Council (‘USGBC'') and was awarded the "Green Building Award for Continuous Performance" by Indian Green Building Council (‘IGBC'').

As on March 31, 2021 the total seating capacity for Indian Centres stands at 28,542.

12. Quality Initiatives

Client Centricity is the core of the Company Quality Policy. LTI strives to be the most client centric partner by delivering rich and meaningful experiences not only to its clients but also to its client''s customers. It endeavours to continuously improve its services and solutions, with focus on agility and creativity by nurturing an environment that promotes learning and growth.

Company''s endeavour to be unmatched in client centricity including its real time, transparent yet forward-thinking response amid the unprecedented challenges posed by the

pandemic were acknowledged and appreciated in the recently concluded CSAT survey. Client Centricity was called out as a differentiator and Company''s Net Promoter Score (‘NPS'') showed a significant increase. All time high scores were registered across all key outcome measures-advocacy, satisfaction, loyalty and business value. Remote delivery during pandemic was also widely appreciated.

During the year, the Company instituted an independent Client Centricity Office with the objective of ensuring a positive experience for every client through close monitoring and actioning on project and account level feedback.

Company''s proprietary Capability Maturity (LTI-CMF) framework was deployed in FY21 for the third consecutive year. It continued to instill a culture of self-discipline combined with strong collaboration within and across units. Prime benefits included increase in earnings via 14 new innovations platforms, frameworks, governance and analytics tools and industrialization of existing Intellectual Property and best practices. Project management using High Maturity (HM) practices also brought in significant savings.

Other benefits included generation of improvement ideas for client environment (more than 15% of the ideas were approved by client and implemented) and enrichment of the Central Knowledge Repository (myKM) with good practices, case studies and reusable components from all units.

Company''s Service Management System was upgraded to the latest version of ISO 20000:2018 and strengthened with a Third-Party Risk Management Framework to ensure deeper understanding of customers'' needs, better collaboration and control of third parties.

Service Management COE has been established to further enhance service quality through focussed consultancy. It is enabled by proprietary tools - ITIL Assessment framework (to assess effectiveness of ITIL process implementation), iautodoc (AI based tool for tracking contractual commitments) and Ticket Data Audit (inhouse tool to automate the ticket audits).

Company''s Quality Management Systems (QMS) was enriched with Agile Development Framework (ADF) & LENI product development framework. An approach for Enterprise Architecture in the context of transforming Breakaway Enterprises, technology stack recommendations and new processes for the Life Sciences and Security domain (CDRC) were also added. Digitized role-based trainings were enhanced and extended to additional key delivery roles. The High Maturity (HM) practice got a boost with the release of new technology baselines, new HM models and BGenie-LTIs proprietary Liferay based tool which has automated the benchmarking process reducing project manager efforts by 75%.

The Company''s Escalation Risk Review (ERR) framework with escalation path right up to the Chief Operating Officer was very

effective in getting timely attention at the appropriate level thus arresting possible client escalations and ensuring a positive client experience at every stage during the engagement.

Remote Auditing and Delivery Health Assessment via a mobile app to capture and report details of service performance and disruption events detail enabled senior leadership to take timely decisions during the pandemic.

"Design Driven Delivery" suitably supported by Agile and DevOps methodologies, has helped the Company to design and deliver client focused services and solutions. Agile Assessment Framework was deployed to improve the adoption of the agile best practices. Continued focus on "Extreme Automation" helped to further optimize delivery execution, improve productivity and reduce costs for us and our clients. Lean, Six Sigma, Value Stream mapping and Agile based initiatives helped to bring in around 15% improvement in productivity for many teams. Unified dashboard which provided insights into performance of all the delivery execution parameters simplified governance and resulted in elimination of manual efforts by 75%.

LTI''s entry in ‘BGenie statistical analysis automation'' based on our proprietary tool was among top 12 finalists at the Watts Humphrey Conference organized by SPIN Chennai.

Certifications:

The Company continues to demonstrate its ability to drive its Quality, Service Management, Information Security, Environmental & Health commitments effectively and efficiently through its ISO 9001, ISO 27001, ISO 14001, ISO 20000, and ISO 45001 certification accreditations by Bureau Veritas. Compliance to ISAE 3402 for projects in the Insurance domain and for client specific engagements in the other domains across all Delivery Units was sustained. The Company continues to retain its Level 5 status on the CMMI DEV & CMMI SVC constellations. CMMI 2.0 Level 5 will be completed by 2022.

Our commitment to client centricity and culture of continuous improvement thus continues - enabled by a firm commitment to our belief''s to ‘Go the Extra Mile'', "Keep Learning" & ‘Push Frontiers of Innovation''.

13. Transfer to Reserves

The Directors do not propose to transfer any amount to reserves.

14. Deposits

During the year ended March 31, 2021, the Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

15. Directors'' Responsibility Statement

The Board of Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) 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 as on March 31,2021 and of the profit of the Company for the year ended March 31, 2021;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) the Directors have laid down adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating efficiently; and

(vi) 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.

16. Directors & Key Managerial Personnel

During FY21, following were the changes in the Board and Key Managerial Personnel:

a. Mrs. Aruna Sundararajan was appointed as an Independent Director of the Company for a period of 5 years with effect from May 19, 2020.

b. Mr. Arjun Gupta ceased to be an Independent Director of the Company with effect from close of business hours of October 27, 2020, on account of completion of his term of office and opting not to seek re-appointment for the 2^nd term as an Independent Director due to his personal commitments.

c. Mr. Ashok Kumar Sonthalia ceased to be the Chief Financial Officer of the Company due to his resignation, with effect from close of business hours of January 25, 2021.

d. Mr. Samir T. Desai ceased to be an Independent Director of the Company with effect from close of business hours of March 31, 2021, on account of completion of his 2^nd and last term of office as an Independent Director of the Company.

The Board places on record its appreciation for the services rendered by Mr. Arjun Gupta and Mr. Samir T. Desai during their tenure as an Independent Director of the Company and Mr. Ashok Kumar Sonthalia during his tenure as a Chief Financial Officer of the Company.

After FY21, the Board of Directors of the Company have approved

a. Mr. Anil Rander has been appointed as the Chief Financial Officer of the Company, with effect from April 14, 2021.

b. Mr. Sudhir Chaturvedi, President - Sales and Whole-time Director of the Company, whose term of office as Wholetime Director is coming to an end on November 8, 2021, has been re-appointed as the Whole-time Director, by the Board in its meeting held on May 4, 2021 for another term of five years w.e.f. November 9, 2021.

c. Mr. Sanjeev Aga, Independent Director of the Company, whose 1^st term of office is getting completed on November 8, 2021, has been re-appointed by the Board in its meeting held on May 4, 2021 for 2^nd term of five years w.e.f. November 9, 2021.

The Notice convening the 25^th AGM includes re-appointment of above-mentioned Directors and also the re-appointment of Mr. S. N. Subrahmanyan & Mr. Sudhir Chaturvedi, Directors of the Company, who retire by rotation and being eligible, have offered themselves for re-appointment.

Shareholders are requested to refer the 25^th AGM Notice for the necessary disclosures required under the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India.

17. Corporate Governance Report

A report on Corporate Governance is annexed as Annexure A to this Report.

18. Number of Meetings of the Board of Directors

The Board of Directors met 5 (five) times during FY21. The details of the Board meetings and their attendance is provided in the Corporate Governance Report, annexed as Annexure A to this Report.

Pursuant to Rule 3 & Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014, majority of the Board meetings and Committee meetings were held through Video Conference or Other Audio-Visual Means, in compliance with the said rules.

Board meeting dates are finalized in consultation with all Directors and agenda is backed up with comprehensive notes and detailed background information, which are circulated well in advance before the date of Board meeting thereby enabling the Board to have effective discussion and take informed decisions. Detailed business and regulatory presentations are also made to apprise the Board on the important developments.

19. Declaration by Independent Directors

The Company has received declaration of independence from the Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing

Obligations & Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence which has been duly assessed by the Board as part of performance evaluation of Independent Directors. Further, all the Independent Directors have confirmed that they have registered their name in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs. The Independent Directors have also confirmed that, if applicable, they shall undergo the proficiency test in accordance with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

20. Independent Directors Meeting

As per Schedule IV of the Companies Act, 2013, Secretarial Standards-1 on Board Meetings (‘SS-1'') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during FY21, a meeting of the Independent Directors was held on October 16, 2020, to discuss inter-alia the performance evaluation of the Board, its Committees, Chairman and the individual Directors, assessment of information flow from Management to the Board and evaluation and self-assessment of the training requirements of Independent Directors.

21. Board of Directors Performance Evaluation

Similar to the previous financial year, to maintain independence and confidentiality, the performance evaluation process for FY21 was carried out with the help of an external agency in compliance with the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. An online annual evaluation of Board, Board Committees, Chairman and individual Directors was carried out on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. It also covered specific criteria and the grounds on which all Directors in their individual capacity were evaluated including fulfillment of the independence criteria for Independent Directors as laid under the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The online evaluation also included self-assessment of the training requirements by the Directors.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance evaluation of the Board, its Committees, Chairman and Directors was also reviewed by the Independent Directors at their meeting held on May 3, 2021 and Nomination and Remuneration Committee and the Board of Directors, at their respective meetings held on May 4, 2021, which showcased the strengths of the Board and areas of improvement from current evaluation in comparison to the evaluation findings of FY20. The observations made during FY20 were acted upon appropriately.

Overall the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as a whole.

Further, the performance evaluation included, evaluation of each individual members of the Board against the list of core skills/ expertise/ competences identified and approved by the Board of Directors, as are required in the context of Company''s business which inter-alia included competence/ expertise in areas viz. a) strategy and planning, b) governance, legal, risk and compliance, c) finance, accounts and audit, d) information technology, e) stakeholders engagement and industry advocacy, f) client engagement, g) contributor and collaborator and h) global experience/international exposure. The evaluation report revealed that the Board of Directors of the Company have optimal mix of skills/ expertise to function effectively. The mapping of board skills/ expertise vis-a-vis individual Directors is provided in the Corporate Governance Report, Annexure A to this Report.

22. Board Committees

In terms of the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted Audit Committee, Stakeholders'' Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility (‘CSR'') Committee and Risk Management Committee. Additionally, the Board has also constituted a Strategic Investment Committee and also there is Committee of Independent Directors. The details of each of the Committees comprising their composition, charter and details of meetings held during the year are provided in the Corporate Governance Report, Annexure A to this Report.

23. Corporate Social Responsibility (‘CSR'')

The disclosures required to be given under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is provided in the Annual Report on CSR Activities for FY21, in Annexure D to this Report.

The CSR Policy of the Company is available on the Company''s website, www.Lntinfotech.com/social-responsibility

24. Business Responsibility Report (‘BRR'')

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ‘Business Responsibility Report'' forms part as Annexure H to this Report, which describes the initiatives taken by the Company from an environmental, social and governance perspective.

25. Corporate Sustainability

As a fast-growing group company, LTI has inherited tenets of excellence in sustainability practices from Larsen & Toubro Limited, its Parent Company. We believe in conducting business sustainably through sound practices which are socially

responsible and environment friendly. Through its community development programs, LTI works towards building resilience in underprivileged members of society. LTI''s Sustainability framework leverages its core competencies to deliver greater and more sustainable impacts across its focus areas of Education, Empowerment and Environment. These are further set forth through specific objectives identified and commitments made through the sustainability roadmap. LTI has a holistic approach which can be seen through the commitments which are not only business focused, but also has equal emphasis on its employees, community and the environment at large. The objectives to achieve the desired results will in turn enhance our contribution to the overarching objectives of the United Nations Sustainable Development Goals.

The Sustainability reports are available on the Company''s website, www.Lntinfotech.com/social-responsibility

26. AuditorsA. Statutory Auditor

M/s. B. K. Khare & Co. [ICAI Registration No. 105102W] were appointed as Statutory Auditors of the Company by the shareholders at the AGM held in 2017 for a period of 5 years from the conclusion of 21^st AGM till the conclusion of 26^th AGM of the Company, subject to ratification by the shareholders at every AGM. The requirement of ratification by the shareholders at every AGM has been dispensed with by the Companies (Amendment) Act, 2017, hence no resolution is being proposed for ratification of appointment of Statutory Auditors.

The Auditors'' Report to the shareholders'' on the audited standalone and consolidated financial statements of the Company for the year ended March 31,2021 does not contain any qualification, observation or comment or remark(s) which has/have an adverse effect on the functioning of the Company and therefore does not call for any comments from Directors. Further, the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (‘ICAI'') and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declaration confirming their independence as well as their arm''s length relationship with the Company and declared that they have not taken up any prohibited non-audit assignments for the Company.

Please refer to the Notes to accounts, for the total fees paid by the Company to Statutory Auditors for FY21, on a consolidated basis. Further, the Statutory Auditor is not providing any other service to any other group entity of the Company.

B. Secretarial Auditor

The Secretarial Audit Report issued by Ms. Naina R Desai, Practicing Company Secretary is annexed as Annexure C to this Report. The Secretarial Auditors'' Report to the shareholders does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company, except the observation/qualification w.r.t. non-fulfillment by March 31, 2021 of the vacancy created on cessation of term of office of an Independent Director on the Board of Directors of the Company with effect from the close of business hours of October 27, 2021.

The Nomination & Remuneration Committee had been successful in finalizing one person for the position of Independent Director who possessed the core skills/ expertise/ competencies as required in the context of Company''s business, however, the appointment could not be considered as certain clearances required prior to the appointment were pending.

Further, the Nomination & Remuneration Committee is still evaluating potential candidates for the position of an Independent Director, however, due to surge in the second wave of Covid-19 pandemic, it has been very difficult to have physical one-to-one meetings with the identified candidates for closing the open position.

The Board and Nomination & Remuneration Committee are conscious of its compliance and governance obligations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are making all possible efforts to finalize and fill the vacancy at the earliest.

27. Consolidated Financial Statements

The Consolidated Financial Statements pursuant to Section 129(3)

of the Companies Act, 2013, prepared in accordance with the

Accounting Standards prescribed by the Institute of Chartered

Accountants of India, forms part of this Integrated Annual Report.

28. Adequacy of Internal Financial Controls

The Company has designed and implemented a process driven framework for Internal Financial Controls (‘IFC'') within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2021, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and are operating effectively and no material weaknesses exist. Further, the Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

29. Risk Management

The Company has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework. A detailed note on risk management along with the measures taken by the Company under the current COVID-19 global pandemic is given in Management Discussion & Analysis/ Integrated Report section forming part of this Annual Report.

30. Whistle Blower Mechanism

The Whistle Blower Policy of the Company meets the requirement of the Vigil Mechanism framework prescribed under the Companies Act, 2013 (Act''). Whistle-Blower Policy and Guidelines on Vigil Mechanism are available on the Company''s website, www.Lntinfotech.com/Investors

The Whistle Blower Policy encourages and facilitates the employees to report concerns about unethical behavior, actual/ suspected frauds and any wrongdoings or unethical or improper practice. Further, to strengthen the Vigil Mechanism framework of the Company and to ensure timely and efficient redressal of complaints, ‘Guidelines on Vigil Mechanism'' are put in place laying out procedures and process flow for investigations to be conducted. The Policy also provides for adequate safeguards against victimisation of a Whistle Blower. The Audit Committee of the Company quarterly reviews complaints received under the Vigil Mechanism and during the year, no employee was denied access to the Audit Committee or its Chairman.

31. Related Party Transactions

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy including clear threshold limits and the same is available on the Company''s website, www.Lntinfotech.com/Investors

During FY21, the Company has further strengthened the controls and approvals for related party transactions through automating the tracking and monitoring of related party transactions. All the related party transactions, during FY21, were in the ordinary

course of business and at arm''s length and were prior approved and duly reviewed by the Audit Committee as required under the provisions of Section 177 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Related party transactions during FY21, were in compliance with the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Accounting Standard and are disclosed in the notes forming part of the financial statements. Further, there were no material related party transactions during FY21, requiring shareholders'' approval.

32. Subsidiary/ Associate/ Joint Venture Companies

As on March 31, 2021, the Company has 27 subsidiaries. During the year under review, there were following material changes:

A. Incorporation:

The Company incorporated following wholly-owned subsidiaries:

(i) Larsen & Toubro Infotech UK Limited, incorporated in UK on August 17, 2020, with an investment amount of GBP 1,000 towards equity share capital.

(ii) LTI Middle East FZ-LLC, incorporated in Dubai on November 25, 2020, with an initial investment amount of AED 10,000 towards equity share capital. Additionally, the Company has made an investment of AED 1,850,000 in February 2021, towards equity share capital.

B. Amalgamation:

The Board of Directors of Syncordis Software Services India Private Limited (‘Syncordis'') and Ruletronics Systems Private Limited (‘Ruletronics''), wholly owned subsidiaries of the Company at their respective meetings held on September 28, 2020 and the Board of Director of the Company at its meeting held on October 20, 2020, approved the Scheme of Amalgamation (‘Scheme'') between Syncordis and Ruletronics with the Company under Sections 230-232 of the Companies Act, 2013 (‘hereinafter referred as Petitioners''). The Company Scheme Petition filed by the Petitioners with Hon''ble National Company Law Tribunal (‘NCLT''), Mumbai Bench on January 22, 2021 was admitted by NCLT on April 8, 2021. The appointed date for the proposed Scheme is April 1, 2021.

C. Merger of Nielsen Partner S.A (N P Luxembourg) with Syncordis S.A. (Syncordis Luxembourg)

During the year, N P Luxembourg was merged with Syncordis Luxembourg, with effect from December 21, 2020 and pursuant to the common terms of merger and purchase consideration, Syncordis Luxembourg issued shares to Nielsen Partner GmbH, sole shareholder of N P Luxembourg, resulting in increase in the share capital of Syncordis Luxembourg from EUR 34,800 to EUR 55,392.

D. Buy Back by Larsen And Toubro Infotech South

Africa Pty Limited

During FY21, Larsen And Toubro Infotech South Africa Pty Limited (‘South Africa subsidiary'') made an offer of buyback, of which 77,600 shares were accepted by the Company, resulting in disinvestment of Company''s shareholding from 74.9% to 69.58% in its South Africa subsidiary.

In line with Regulation 16(c) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the

Company has a policy on the identification of material subsidiaries, which is available on the Company''s website, www.Lntinfotech.com/Investors. Based on same, there are no material subsidiaries of the Company as on March 31, 2021.

A statement containing the salient features of the financial statement of subsidiaries/ associate/ joint venture companies as per form AOC-1 is annexed as Annexure F to this Report. Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements and consolidated financial statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiaries are available on the Company''s website, www.Lntinfotech.com/Investors

33. Particulars of Loans given, Investments made, Guarantees given or Security provided

Details of loans given, investments made or guarantees given or security provided, if any, covered under the provisions of Section 186 of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are given in the notes forming part of the financial statements provided in this Integrated Annual Report.

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

Information as per Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure G to this Report.

35. Compliance with Secretarial Standards on Board Meetings and General Meetings

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

36. Compliance Monitoring System

At LTI, ensuring regulatory compliance and adherence to standards is of utmost importance. The Company ensures that appropriate business processes and adequate tools are in place for adherence with all the statutory obligations. Regulatory Compliances which are applicable to LTI globally, are monitored/ tracked through an in-house web-based tool. Audit Committee,

on quarterly basis reviews status of compliances and quarterly a certificate is presented to the Board of Directors at its meetings confirming status of compliances along with remediation plan for non-conformities, if any. Any amendments in the laws applicable to the Company are also reviewed, updated in the system and monitored by the Company. The Company also engages external consultants to review and update the compliance requirements for new geographies and also update the existing list of compliances applicable globally to LTI. Audit assurance on the Compliance Management is sought on regular basis through Company''s Internal Audit team.

Further, the Company has put in place a framework on "Global Corporate Compliances" which outlines the Company''s philosophy towards compliance culture, understanding compliances, coverage, approach, responsibilities, reporting matrix and trainings. The framework focuses on taking up compliance as an integral element for conducting business and create corporate culture characterized with integrity and law-abiding behavior. Under this framework, identified key stakeholders across business units, corporate functions and geography heads, ensure and confirm compliance with the provisions of all applicable laws on a continuous basis.

During FY21, Company has further enhanced its mechanism to monitor Sanctions Compliance by developing an in-house tool to monitor the same. Further, various organization level policy document and training modules for Anti Money Laundering, Export control regulations were reviewed and upgraded to ensure full compliances on the same.

37. Prevention of Sexual Harassment at Workplace

LTI is committed to provide a safe, secure and congenial work environment for all its employees that is free from sexual harassment. The Company has formulated a robust POSH (Prevention of Sexual Harassment at Workplace) policy with clear guidelines for reporting acts of Sexual Harassment at the workplace and procedures for resolution and redressal of complaints of Sexual Harassment. This Policy is in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and in fact goes beyond to make it gender-neutral and applicable to every employee in the organization. The Policy is available on the website of the Company at www.Lntinfotech.com/investors

Awareness sessions as well as communication campaigns are conducted at regular intervals to promote a safe space for all genders and to sensitize employees in this space. Besides that, the training program on POSH has been made mandatory for all employees annually across the globe.

During FY21, the Company received two complaints on sexual harassment. All such complaints have been resolved with appropriate action taken by the Internal Complaints Committee, with no complaints pending at the end of FY21.

38. Company Policy on Director Appointment and Remuneration

Nomination and Remuneration Policy lays out role of NRC on Director''s appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees and the criteria for determining qualifications, positive attributes and independence of a Director. The NRC policy is available on the Company''s website, www.Lntinfotech.com/Investors

Some of the salient features of NRC Policy are as follows:

1. To regulate the appointment and remuneration of directors, key managerial personnel and the senior management personnel;

2. To identify persons who are qualified to become directors as per the criteria/ Board skill matrix identified by the Board;

3. To ensure proper composition of Board of Directors and Board diversity;

4. To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors, key managerial personnel and senior management and their remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to Company''s working and its goals.

39. Statement under Section 197 of the Companies Act, 2013

The information as required under Section 197(12) of the Companies Act, 2013 (‘Act'') and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,

2014 as amended from time to time, is provided in Annexure E to this Report.

The details of employees receiving remuneration as mentioned in Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is provided in Annexure I to this Report. In terms of Section 136(1) of the Act and the rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining copy of the same may send an email to the Company Secretary and Compliance Officer at [e-mail] None of the employees listed in the said Annexure are related to any Director of the Company.

40. Annual Return

The copy of annual return is available on the Company''s website, www.Lntinfotech.com/Investors

41. Employee Stock Option Schemes

The Company has in place an Employee Stock Option Scheme

2015 (‘ESOP Scheme 2015'') to attract and retain talent. There

has been no material change in the ESOP Scheme 2015 during FY21. The ESOP Scheme 2015 is in compliance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 and the disclosure relating to the ESOP Scheme 2015 as required under SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the Company''s website, www.Lntinfotech.com/Investors

A Certificate obtained from the Statutory Auditors, confirming compliance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 is provided as Annexure B to this Report.

42. Details of significant and material orders passed by the Regulators or Courts or Tribunals

During FY21, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

43. Green Initiative

Electronic copy of the Integrated Annual Report for FY21 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Company''s Registrar and Share Transfer Agent. Shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered/ updated with Link Intime India Private Limited, Company''s Registrar and Share Transfer Agent.

44. Acknowledgements

The Directors thank the Company''s customers, vendors, banks, financial and academic institutions, employees, regulatory authorities, stock exchanges and all other stakeholders for their continued co-operation and support. The Directors also acknowledge the support and co-operation from the Government of India and overseas, its agencies and other regulatory authorities. The Directors also wish to place on record their appreciation towards employees of the Company and its Group for their commendable efforts, teamwork and professionalism.

For and on behalf of the BoardSanjay Jalona Nachiket Deshpande

Chief Executive Officer & Chief Operating Officer &

Managing Director Whole-time Director

(DIN: 07256786) (DIN: 08385028)

Place: USA Place: Pune

Date: May 04, 2021

---

Mar 31, 2019

Directors'' Report

To the Members of

LARSEN & TOUBRO INFOTECH LIMITED

The Directors have pleasure in presenting the Annual Report along with the Audited Financial Statements of Larsen & Toubro Infotech Limited (‘LTI'' or ‘Company'') for the financial year ended March 31, 2019 (‘ FY19'').

1. FINANCIAL RESULTS

(Rs, Million)

Particulars	Standalone		Consolidated
	2018-19	2017-18	2018-19	2017-18
Revenue from operations	89,072	69,064	94,458	73,065
Other Income	3,290	5,254	3,023	4,261
Total Income	92,362	74,318	97,481	77,326
Less: Operating Expenditure	71,841	58,583	75,625	61,191
Less: Finance Cost	43	138	106	157
Less: Depreciation and amortization	881	913	1,472	1,563
Profit Before Tax (PBT)	19,597	14,684	20,278	14,415
Less: Provision for Tax	4,846	3,083	5,123	3,291
Profit for the year (PAT)	14,751	11,601	15,155	11,124
Less: Non-Controlling Interests	-	-	(4)	4
Add: Balance brought forward from previous year	28,973	21,011	28,865	21,384
Balance available for disposal which Directors appropriate as follows:	43,724	32,612	44,024	32,504
Less: Dividend (excluding tax)	4,523	3,139	4,523	3,139
Less: Tax on Dividends	842	500	842	500
Balance to be carried forward	38,359	28,973	38,659	28,865

2. PERFORMANCE OF THE COMPANY

On standalone basis, revenue from operations and other income for the financial year under review were Rs, 92,362 Million as against Rs, 74,318 Million for the previous financial year registering an increase of 24.3%. The profit before tax was Rs, 19,597 Million and the profit after tax was Rs, 14,751 Million for the financial year under review as against Rs, 14,684 Million and Rs, 11,601 Million respectively for the previous financial year. The profit after tax increased to the tune of 27.2% in comparison to the revenue increase of 24.3%.

On consolidated basis, revenue from operations and other income for the financial year under review were Rs, 97,481 Million as against Rs, 77,326 Million for the previous financial year registering an increase of 26.1%. The profit before tax was Rs, 20,278 Million and the profit after tax was Rs, 15,155 Million for the financial year under review as against Rs, 14,415 Million and Rs, 11,124 Million respectively for the previous financial year.

3. CAPITAL EXPENDITURE

On standalone basis, as at March 31, 2019, the gross fixed and intangible assets stood at Rs, 7,782 Million (previous year Rs, 6,539 Million) out of which assets amounting to Rs, 1,342 Million (previous year Rs, 820 Million) were added during the year and the net fixed and intangible assets stood at Rs, 3,229 Million (previous year Rs, 2,795 Million).

On consolidated basis, as at March 31, 2019, the gross fixed and intangible assets stood at Rs, 18,313 Million (previous year Rs, 14,362 Million) out of which assets amounting to Rs, 4,009 Million (previous year Rs, 2,918 Million) were added during the year and the net fixed and intangible assets stood at Rs, 9,414 Million (previous year Rs, 6,875 Million).

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There have been no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this report.

5. SALE OF SHARES BY THE PROMOTER

During FY19, Larsen & Toubro Limited, promoter of the Company, has sold 12,909,603 equity shares of the Company, in order to achieve minimum public shareholding as per Rule 19A of Securities Contract Regulation Rules, 1957.

Accordingly, Larsen & Toubro Limited holds 129,784,034 constituting 74.80% of the paid-up share capital of the Company as on March 31, 2019.

6. CHANGES IN SHARE CAPITAL

During FY19, the Company allotted 1,510,821 equity shares of Re.1 each on exercise of the vested options by the eligible employees under various Employees Stock Option Schemes of the Company. Accordingly, the paid-up equity share capital of the Company increased from Rs, 172.00 Million to Rs, 173.51 Million.

After March 31, 2019, the Company has further allotted 5,720 equity shares of Re.1 each on May 2, 2019 on exercise of vested options by the eligible employees under the Employees Stock Option Schemes of the Company. The equity shares allotted under the Employee Stock Option Schemes rank pari-pasu with the existing shares of the Company. Consequent to the same, as on the date of this report, the paid-up equity share capital of the Company is Rs, 173.52 Million.

7. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Directors are pleased to recommend final dividend of Rs, 15.50/- per equity share of face value of Rs, 1/- each. During the financial year ended March 31, 2019, the Company paid an interim dividend of Rs, 12.50/- per equity share. The total dividend for FY 19, including the final dividend, if approved by shareholders, would amount to Rs, 28/- per equity share.

The final dividend if approved by the shareholders would be paid/ payable to those shareholders whose names appear in the Register of Members as on the book closure date mentioned in the Notice convening the 23 ^rd Annual General Meeting (‘AGM'') of the Company.

The Dividend is based upon the parameters mentioned in the Dividend Distribution Policy which is available on the Company''s website at www.Lntinfotech.com/Investors

8. HUMAN RESOURCE DEVELOPMENT

The Company believes that the path to enduring ‘people'' success is by building and continually refining the leadership growth engine. The talent landscape in information technologies service sector is demanding and dynamic, up skilling and adding digital capacities has become a critical success factor for LTI. Our employees remain our biggest asset in this endeavor, keeping this in mind we have taken clear steps this year, with our journey titled Mission Ubuntu (I am, because we are). Its goal is to make LTI a meritocratic organization, where fairness, fearlessness, and humility are valued. We have initiated HR transformation initiative with an "HR Advisory and Manager Enablement" team that forms the backbone of the transformational HR, to strengthen our HR function for the Ubuntu journey. Based upon the philosophy of Mission Ubuntu, LTI has touched upon every aspect of employee''s work life covering the employee''s journey through LTI as a nine-step process starting from onboarding. We have initiated multiple process improvement and policy intervention steps in this direction. The Company''s programs enable the leaders within the organization to constantly learn and up skill themselves. Below are the key leadership and behavioral interventions:

Leadership Voyager: At LTI we believe in refueling the ‘Leadership Growth Engine'' as good leadership drives an organization''s success. Our innovative methods of training and leadership programs help tap potential individuals into their leadership potential so they can successfully lead projects and participate in strategic discussions to transition from individual contributor to being a team leader.

The series of leadership development programs ‘I LEAD'' and ‘I LEAD PLUS'' is a digitally driven program on workplace which is provided to employees of LTI across 16 countries. The program currently runs for first time managers and senior managers respectively.

The I LEAD program stresses on research oriented learning with standardized content that can be applied globally. I LEAD program leverages the use of digital technology and Internal digital platforms like Workplace. The LTI Senior Leadership are engaged and involved in the program with their inputs facilitating each module. 1,300 leaders participated in the program during FY19.

i - Rise: This is a flagship program to build a global leadership pipeline of young and energetic sales professionals. The program provides an environment that is focused on building competencies, delivering experience based learning and leveraging individual strengths. This is achieved through on-the-job learning, mentoring and learning sessions by industry renowned sales experts.

Diginius Voyager: A series of soft skills programs is offered to all employees using different methodologies. Bespoke programs from top international universities on MOOC''s and e-learning platforms were made available to the employees. Unique learning intervention was introduced on workplace to drive business communication popularly known as ‘Language Matters''. There have been more than 10,000 active users who availed benefits of these programs in FY19.

Catalyst:

The ‘Workplace'' platform is used to transform employee experience and contribute to positive change through collaborative efforts of employees as Change Agents i.e. Catalysts. Employees post their queries, ideas on the Workplace platform. The Operations Committee periodically hears out catalyst ideas and takes them forward. In time action has led the Company to record 75% idea implementation in FY19.

Beliefs: ‘Beliefs'' is an interactive classroom session with an end goal to educate employees on our five beliefs - go the Extra mile'', ‘be Agile'', ‘push frontiers of Innovation'', ‘keep Learning'' and ‘solve for Society'', to be at the forefront of every business track and transaction. We present concepts of the beliefs and how vital it is for each employee to align with them. Success stories, challenges and how to create a conducive environment to augment team work and bring about a ‘cool'' culture is at the heart of the program. So far we have covered more than 13,500 employees through face to face workshops both in India and abroad.

LTI believes in a healthy work-life balance, through our Special Interest Group (‘SIG'') we provide a platform for each employee to nurture his interest and collaborate to learn from one another. The SIGs engage in wide range of activities from fitness, sports to dance and LTI supports them by providing financial and infrastructure support. LTI remains committed to providing a safe working place to women employees comprising of thirty percent of our workforce. We also launched Minerva, an all exclusive forum for women to collaborate on Workplace across wide range of subjects.

9. MARKETING & COMMUNICATIONS

The Company increased its efforts in establishing itself in the verticals it operates in, by strengthening its marketing ecosystem, alliance, and enhanced its marketing technology stack. It continues to work on expanding its footprint across the globe to better deliver its message to a varied set of stakeholders. For its efforts the Company is getting recognized through prestigious awards.

10. AWARDS & RECOGNITION Corporate/Marketing awards:

1. ITSMA''s Diamond award for Marketing Excellence,

2. 2018 Stevie® Awards for Great Employers for its internal communications & employee engagement initiatives,

3. 2018 Microsoft Partner of the Year award for App Innovation,

4. Gold Spotlight award for being ranked 51# among the Top 100 for Company''s Annual Report FY18 by League of American Communications Professionals (LACP)

5. ‘Digital Company of the year'' and the ‘most Admired Company of the year'' award from BTVI Business Leader of the year

Analyst and Advisory recognitions:

1. Positioned as a ‘Leader'' in NelsonHall NEAT for GDPR Services

2. Recognized as a ‘Leader'' for Business Process Transformation through RPA & AI in NelsonHall NEAT 2018

3. Named a ‘Leader'' in Avasant''s 2018 Blockchain Services RadarView TM

4. Named ‘Leader'' in Everest Group GDPR Services PEAK Matrix™ Assessment 2018

5. Recognized as a ‘Leading IT Service Providers'' in Gartner''s Competitive Landscape: Consulting and System Integration Service Providers for Robotic Process Automation 2018

6. Featured in Leadership zone in Zinnov Zones 2018 for IoT Technology Services

7. Topped ITS Challengers List for the second consecutive year in Everest Group''s PEAK Matrix IT Service Provider of the Year TM 2019

8. Recognized by ISG as a ‘Leader'' in their Next- Gen Application Development and Maintenance Services: U.S Market ISG Provider Lens™ Quadrant Report

Leadership awards:

1. Sanjay Jalona, Chief Executive Officer & Managing Director of the Company is listed among the Best CEOs in the IT Services & Software category across all the listed companies in Asia and in the All-Asia Executive Team 2018 rankings by Institutional Investors.

2. Sudhir Chaturvedi, Whole-time Director & President Sales of the Company, is awarded as the top 100 most influential BAME leaders in UK Tech sector by Inclusive Tech Alliance and as one of the top 10 Highly Commended Disrupters. Sudhir is also recognized as the ‘Champion of Change'' by the Indian Business Women Awards 2019, for his commitment and effort towards raising the value of workplace diversity and inclusiveness.

11. INFRASTRUCTURE

The Company has continuously invested in state-of-the-art infrastructure across its campuses with the best amenities and services. Further, LTI expanded into SEZ campuses across India.

In FY19, the Company augmented office space by 7% over last year. The Company has set up offshore development centre in 2 more cities this year; namely Hyderabad and Noida. These additional Office spaces are customarily in SEZ locations.

All our newly created facilities exhibit the comforts of a new age office space to effectively collaborate and communicate. Gradually few of our workspaces have been upgraded into "Agile" workspace to meet the business dynamics and have added 350 seats through space optimization without compromising the employee comfort. As on March 31, 2019, the total seating capacity at Indian centres stands at 23,422.

12. QUALITY INITIATIVES

The Company continues all-pervasive commitment to quality with focus on client centricity and continuous improvements. The Company strives to be the most client-centric partner by delivering rich and meaningful experiences to its clients and their customers, continuously improving our services and solutions, with focus on agility and creativity by nurturing an environment that promotes learning and growth.

The Company has aligned and strengthened the management processes with focus on client centricity and delivery excellence and continue to measure project level and leadership level client satisfaction. Various initiatives implemented during the year have helped to improve client satisfaction levels. Leadership level client experience has also significantly improved for our key accounts. The Company focuses on delivering value to its clients through initiatives such as Beyond, Extreme Automation and Design Driven Delivery. "Beyond" initiative has brought in focus on innovation to deliver value to our clients. "Extreme Automation" has helped optimize our delivery execution and improve productivity. "Design Driven Delivery" suitably supported by Agile and DevOps methodologies, helps the Company to design and deliver client focused services and solutions. A new framework, Delivery Transformation Incentive (DTI) based on LTI''s internal Capability Maturity Framework has been rolled out. This is aimed at improving the culture of high maturity process adoption & automation across the organization.

The Company continues to adhere to international certifications viz. ISO 9001, ISO 20000, ISO 27001, ISO 14001 and ISO 18001 through combined external audit conducted by Bureau Veritas, sustain CMMI for Development V1.3 at Level 5, for Development, Maintenance, Testing and ERP projects, and sustain CMMI for Services V1.3 at Level 5 for Application and Infrastructure Support projects. The Company has also sustained the compliance to ISAE 3402 requirements for the projects in the Insurance domain across Business Units and also for client specific engagements in the Banking domain.

13. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to reserve.

14. DEPOSITS

During the year ended March 31, 2019, the Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) 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 as on March 31, 2019 and of the profit of the Company for the year ended March 31, 2019;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating efficiently; and

(vi) 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.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL

Following were the changes in the Board and Key Managerial Personnel:

a. Mr. Nachiket Deshpande who was appointed as Chief Operating Officer with effect from December 12, 2018, has been appointed as Whole-time Director of the Company with effect from May 02, 2019, subject to approval of shareholders.

b. Mr. Aftab Zaid Ullah ceased to be Whole-time Director of the Company with effect from August 30, 2018.

Mr. Sudhir Chaturvedi, Whole-time Director of the Company, who retires by rotation and being eligible has offered himself for re-appointment at the ensuing AGM of the Company, the details of which are given in the Notice convening the 23^rd AGM.

17. CORPORATE GOVERNANCE REPORT

A report on Corporate Governance is annexed as Annexure A to this Report.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 (four) times during FY19. The details of the Board meetings and their attendance is provided in Annexure A to this Report.

Board meeting dates are finalized in consultation with all Directors and agenda backed up by comprehensive notes and detailed background information are circulated well in advance before the date of Board meeting thereby enabling the Board to take informed decisions. Detailed business and regulatory presentations are also made to apprise the Board on the important developments.

19. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration of independence from the Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence.

20. INDEPENDENT DIRECTORS MEETING

As per Schedule IV of the Companies Act, 2013, Secretarial Standards-1 on Board Meetings (‘SS-1'') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during FY19, two meetings of the Independent Directors were held on May 23, 2018 and October 24, 2018.

21. PERFORMANCE EVALUATION OF THE BOARD

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, it''s Committees, Chairman and individual Directors has to be made.

During the year under review, a structured questionnaire was circulated to all Directors for evaluation of performance of the Board, its Committees, its Chairman and individual Directors. The questionnaire included criteria such as composition and structure, meetings, Board effectiveness, Board functioning, information availability, etc. These questionnaires also cover specific criteria and the grounds on which all Directors in their individual capacity have been evaluated.

The inputs given by all the Directors were discussed in the meeting of the Independent Directors held on May 2, 2019, in accordance with Schedule IV of the Companies Act, 2013. The performance evaluation of the Board, its Committees, Chairman and Directors was also reviewed by the Nomination and Remuneration Committee and the Board of Directors which showcased the strengths of Board and areas of improvement. Overall the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as a whole.

22. BOARD COMMITTEES

The Board has constituted Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility (‘CSR'') Committee and Risk Management Committee in terms of the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the Board has also constituted a Strategic Investment Committee. The details of each of the Committees comprising their composition, charter & details of meetings held during the year are provided in the Corporate Governance Report, Annexure A to this Report.

23. CORPORATE SOCIAL RESPONSIBILITY

The salient features of our Corporate Social Responsibility (‘CSR'') Policy is part of the Annual Report on CSR which is annexed as Annexure D to this Report. The CSR Policy of the Company is available on the Company''s website, www.Lntinfotech.com/social-responsibility

24. BUSINESS RESPONSIBILITY REPORT (''BRR'')

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on ‘Business Responsibility Report'' forming part of this Annual Report as Annexure I is available on the website of the Company at www.Lntinfotech.com/Investors, describing the initiatives taken by the Company from an environmental, social and governance perspective.

25. CORPORATE SUSTAINABILITY

The Company strives to create value for all its stakeholders, while embodying the principles of good corporate governance.

Our sustainability framework reinforces our commitment to business sustainability being aligned to Environment, Social and Governance (ESG) aspects which also enables us to make our business more responsive and transparent. We are committed to solving for society - inspired by our core beliefs and motivated by the rich heritage of the L&T group.

The sustainability initiatives/ efforts of the Company is detailed in Business Responsibility Report of the Company and the sustainability reports are available on the website www.Lntinfotech.com/social-responsibility

26. AUDITORS

A. STATUTORY AUDITOR

M/s. B. K. Khare & Co. [ICAI Registration No. 105102W] were appointed as Statutory Auditors of the Company by the Shareholders at the AGM held in 2017 for a period of

5 years from the conclusion of 21^st AGM till the conclusion of 26^th AGM of the Company, subject to ratification by the shareholders at every AGM. The requirement of ratification by the shareholders at every AGM has been dispensed with by the Companies (Amendment) Act, 2017, hence no resolution is being proposed for ratification of appointment of Statutory Auditors.

The Auditors'' Report to the shareholders'' on the audited standalone and consolidated financial statements of the Company for the year ended March 31, 2019 does not contain any qualification and therefore does not call for any comments from Directors. Further the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (‘ICAI'') and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declaration confirming their independence as well as their arm''s length relationship with the Company and declared that they have not taken up any prohibited non-audit assignments for the Company.

B. SECRETARIAL AUDITOR

The Secretarial Audit Report issued by Ms. Naina Desai, Practicing Company Secretary, does not contain any qualification and is annexed as Annexure C to this Report.

27. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013, prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process driven framework for Internal Financial Controls (‘IFC'') within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2019, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. Further, the Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

29. RISK MANAGEMENT

The Company has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework. A detailed note on risk management is given under separate section in this Annual Report.

30. WHISTLE BLOWER MECHANISM

The Whistle Blower Policy of the Company meets the requirement of the Vigil Mechanism framework prescribed under the Companies Act, 2013 (Act''). The Whistle Blower Policy encourages and facilitates the employees to report concerns about unethical behavior, actual/ suspected frauds and any wrongdoings or unethical or improper practice which may adversely impact the image and/or financials of the Company. A Whistle Blower can send complaint/concern of suspected improper activity directly to the Chairperson of Audit Committee or Whistle Blower Investigation Committee (‘WBIC''). Further, to strengthen the Vigil Mechanism framework of the Company and ensuring timely and efficient redressal of complaints, ‘Guidelines on Vigil Mechanism'' was framed laying out procedures and process flow for investigations to be conducted under Vigil Mechanism. The Policy also provides for adequate safeguards against victimization of a Whistle Blower. During the year, no personnel was denied access to the Audit Committee under Whistle Blower Mechanism. The Audit Committee of the Company oversees the implementation of the Whistle Blower Policy. Whistle-Blower Policy and Guidelines on Whistle Blower Mechanism are available on the Company''s website, www.Lntinfotech.com/Investors

31. RELATED PARTY TRANSACTIONS

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy including clear threshold limits and the same is available on the Company''s website, www.Lntinfotech.com/Investors

During FY19, all the related party transactions were in the ordinary course of business and at arm''s length and were approved by the Audit Committee. Further, there were no material related party transactions during FY19.

32. SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

As at March 31, 2019, the Company has 24 subsidiaries. There has been no material change in the nature of the business of subsidiaries.

During the year, the Company has:

a. Incorporated a wholly-owned subsidiary in Norway as ‘Larsen & Toubro Infotech Norge AS'';

b. Acquired 100% shareholding of Ruletronics Systems Private Limited on March 15, 2019.

c. Acquired 100% shareholding of Ruletronics Limited - UK and Ruletronics Systems Inc. - USA through its wholly-owned subsidiary viz. Larsen & Toubro Infotech GmbH, Germany (LTI Germany) on March 15, 2019.

d. Acquired 100% shareholding of NIELSEN PARTNER Unternehmensberater GmbH - Germany (N P Germany) through LTI Germany. Accordingly, the wholly-owned subsidiaries of N P Germany viz. NIELSEN PARTNER Unternehmensberater AG -Switzerland, NIELSEN PARTNER Pte. Ltd. - Singapore,

NIELSEN PARTNER S.A. - Luxembourg, NIELSEN & PARTNER Pty. Ltd. - Australia and NIELSEN & PARTNER Company Limited - Thailand, have become step down wholly-owned subsidiaries of the Company.

The Company has formulated a policy on the identification of material subsidiaries in line with Regulation 16(c) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the same is available on the Company''s website, www.Lntinfotech.com/Investors. There are no material subsidiaries of the Company as on March 31, 2019.

A statement containing the salient features of the financial statement of subsidiaries/ associate/ joint venture companies as per form AOC-1 is annexed as Annexure F to this Report. Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements and consolidated financial statements of the Company alongwith relevant documents & separate audited financial statements in respect of subsidiaries are available on the Company''s website, www.Lntinfotech.com/Investors.

33. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

Details of loans given, investments made or guarantees given or security provided, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements provided in this Annual Report.

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

Information as per section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure G to this Report.

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

36. COMPLIANCE MONITORING SYSTEM

The Company believes that compliance with regulatory laws has become a catalyst for Corporate Governance and that a good statutory compliance system is vital for effective conduct of business operations. The Company ensures that appropriate business processes and adequate tools are in place for adherence with all the statutory obligations.

Keeping this in mind, the Company has put in place a framework on "Global Corporate Compliances" which outlines the company''s philosophy towards compliance culture, understanding compliances, coverage, approach, responsibilities, reporting matrix and trainings. The framework focuses on taking up compliance as an integral element for conducting business and create corporate culture characterized with integrity and law-abiding behavior. Under this framework, identified key stakeholders across business units, corporate functions and geography heads, ensure and confirm compliance with the provisions of all applicable laws on a continuous basis. Audit Committee on quarterly basis reviews status of compliances and quarterly, a certificate is presented to the Board of Directors at its meetings confirming status of compliances along with remediation plan for non-conformities, if any. Any amendments to the laws are also reviewed, updated in the system and monitored by the Company. The Company also engages external consultants to review and update the compliance requirements for new geographies and also to update the existing list of compliances applicable globally to LTI. Audit assurance on the Compliance Management is sought on regular basis through Company''s Internal Audit team.

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

The Company has a zero-tolerance policy for any form of sexual harassment at workplace and deals with all such incidents seriously and promptly. Any person found to have sexually harassed another, faces disciplinary action, up to and including dismissal from employment as per Company''s Policy on Prevention of Sexual Harassment (‘Policy on POSH''), which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules laid thereunder. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Policy on POSH is applicable to all employees (permanent, contractual, temporary, trainees) of LTI, its subsidiaries and third parties dealing with LTI and/ or its subsidiaries. During the year, Policy on POSH has been amended to strengthen the redressal mechanism by laying down detailed procedure for addressing sexual harassment complaints, introduced ‘Honour Knights'' at every location for providing assistance to the person aggrieved of sexual harassment. Further, in line with the global practices, the Policy on POSH has also been made gender neutral. The policy on POSH is available on the Company''s website, www.Lntinfotech.com/Investors

During FY19, the Company received two complaints on sexual harassment, which have been resolved with appropriate action taken by the Internal Complaints Committee and no complaints are pending as at end of FY19.

38. COMPANY POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION

Nomination & Remuneration Committee (''NRC'') has formulated a Nomination and Remuneration Policy laying out role of NRC, policy for appointment, removal and remuneration of director, key management personnel and senior management. The policy is available on the website of the Company at www.Lntinfotech.com/Investors

Some of the salient features of which are as follows:

1. To regulate the appointment and remuneration of directors, key managerial personnel and the senior management personnel;

2. To identify persons who are qualified to become directors as per the criteria/ Board skill matrix identified by the Board;

3. To ensure proper composition of Board of Directors and Board diversity;

4. To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors, key managerial personnel and senior management and their remuneration involves a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to Company''s working and its goals.

Additionally, during FY19, the Board has on the recommendation of NRC, approved the list of core skills/expertise/competencies required from the directors in the contest of company''s business and sector for it to function effectively.

39. DISCLOSURE OF REMUNERATION

The details of remuneration as required under Section 197(12) of the Companies Act, 2013 (‘Act'') and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is provided in Annexure E to this Report.

The details of employees receiving remuneration as mentioned in Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is provided in Annexure J to this Report. In terms of Section 136(1) of the Act and the rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary and Compliance Officer. None of the employees listed in the said Annexure is related to any Director of the Company. The aforesaid annexure is also available for inspection by the members at the Registered Office of the Company, 21 days before 23 rd AGM and upto the date of the AGM during the business hours on working days.

40. EXTRACT OF ANNUAL RETURN

The extract of annual return is annexed as Annexure H to this Report.

41. EMPLOYEE STOCK OPTION SCHEMES

There has been no material change in the Employee Stock Option Schemes (‘ESOP Schemes'') during the financial year under review. The Employee Stock Ownership Scheme 2000 and the Employee Stock Ownership Scheme 2006 U.S. Stock Option Sub-Plan are in compliance with the then applicable Act and regulations, if any. Further the Employee Stock Option Scheme 2015 is in compliance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 and the disclosures relating to the ESOP Schemes of the Company as required are available on the Company''s website, www.Lntinfotech.com/Investors

A Certificate obtained from the Statutory Auditors, confirming compliance with the Companies Act 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 is given in Annexure B of this Report.

42. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

43. GREEN INITIATIVE

Electronic copy of the Annual Report for the financial year 2018-19 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are registered with the Company/ Depository Participant(s). For shareholders who have not registered their email addresses, physical copies are sent in the permitted mode.

44. ACKNOWLEDGEMENTS

The Directors thank the Company''s customers, vendors, banks, financial and academic institutions, employees, regulatory authorities, stock exchanges & all other stakeholders for their continued co-operation & support. The Directors also acknowledge the support and co-operation from the Government of India and overseas, its agencies and other regulatory authorities. The Directors also wish to place on record their appreciation of employees of the Company and its Group for their commendable efforts, teamwork and professionalism.

For and on behalf of the Board of Directors

Sanjay Jalona Sudhir Chaturvedi

Chief Executive Officer & President - Sales &

Place: Mumbai Managing Dtmctor Whole-time Director

Date: May 2, 2019 ^(DIN: ^07256786) (DIN: 07180115)

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Mar 31, 2018

To the Members of

LARSEN & TOUBRO INFOTECH LIMITED

The Directors have pleasure in presenting the Annual Report along with the Audited Financial Statements of Larsen & Toubro Infotech Limited (‘LTI’ or ‘Company’) for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS

(Rs. Million)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from operations	69,064	61,829	73,065	65,009
Other Income	5,254	1,983	4,261	1,867
Total Income	74,318	63,812	77,326	66,876
Less: Operating Expenditure	58,583	50,850	61,191	52,707
Less: Finance Cost	138	32	157	32
Less: Depreciation and amortization	913	1,088	1,563	1,779
Profit Before Tax (PBT)	14,684	11,842	14,415	12,358
Less: Provision for Tax	3,083	2,466	3,291	2,649
Profit for the year (PAT)	11,601	9,376	11,124	9,709
Less: Non-Controlling Interests	-	-	4	2
Add: Balance brought forward from previous year	20,990	13,272	21,362	13,678
Add: Profit and loss account of GDA Technologies Limited (‘GDA’) on amalgamation	-	365	-	-
Add: Other Comprehensive Income	62	(45)	62	(45)
Balance available for disposal which Directors appropriate as follows:	32,653	22,968	32,544	23,340
Less: Dividend (excluding tax)	3,139	1,700	3,139	1,700
Less: Tax on Dividends	500	278	500	278
Balance to be carried forward	29,014	20,990	28,905	21,362

2. PERFORMANCE OF THE COMPANY

On standalone basis, revenue from operations and other income for the financial year under review were Rs.74,318 Million as against Rs.63,812 Million for the previous financial year registering an increase of 16.46%. The profit before tax was Rs.14,684 Million and the profit after tax was Rs.11,601 Million for the financial year under review as against Rs.11,842 Million and Rs.9,376 Million, respectively for the previous financial year.

On consolidated basis, revenue from operations and other income for the financial year under review were Rs.77,326 Million as against Rs.66,876 Million for the previous financial year registering an increase of 15.63%. The profit before tax was Rs.14,415 Million and the profit after tax was Rs.11,124 Million for the financial year under review as against Rs.12,358 Million and Rs.9,709 Million, respectively for the previous financial year.

3. CAPITAL EXPENDITURE

On standalone basis, as at March 31, 2018, the gross fixed and intangible assets stood at Rs.6,539 Million (previous year Rs.5,889 Million) out of which assets amounting to Rs.820 Million (previous year Rs.796 Million) were added during the year and the net fixed and intangible assets stood at Rs.2,795 Million (previous year Rs.2,871 Million).

On consolidated basis, as at March 31, 2018, the gross fixed and intangible assets stood at Rs.14,362 Million (previous year Rs.11,407 Million) out of which assets amounting to Rs.2,918 Million (previous year Rs.976 Million) were added during the year and the net fixed and intangible assets stood at Rs.6,875 Million (previous year Rs.5,432 Million).

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There have been no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this report.

5. SALE OF SHARES BY THE PROMOTER

Pursuant to the SEBI Circular No.SEBI/HO/CFD/CMD/ CIR/P/43/2018 dated February 22, 2018, the promoter of the Company, Larsen & Toubro Limited had sold 3,438,678 equity shares of the Company between March 1, 2018 and April 25, 2018. Accordingly, Larsen & Toubro Limited holds 140,311,322 equity shares constituting 81.54% of the paid-up share capital of the Company as on the date of this report.

6. DIVIDEND DISTRIBUTION POLICY AND DIVIDEND

The Directors are pleased to recommend final dividend of Rs.13.50 per equity share on the face value of Rs.1 each. During the financial year ended March 31, 2018, the Company paid an interim dividend of Rs.8.00 per equity share. The total dividend including final dividend would amount to Rs.21.50 per equity share.

The final dividend, if approved by the shareholders would be paid/ payable to those shareholders whose names appear in the Register of Members as on the Book Closure Date mentioned in the Notice convening 22^nd Annual General Meeting (‘AGM’) of the Company.

The Dividend is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company on May 4, 2017, which is in line with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). The Policy is available on the Company’s website, www.Lntinfotech.com/Investors.

7. MARKETING & COMMUNICATIONS

The Company strengthened its brand awareness and perception globally in FY18. After the brand launch and global rollout, Company strengthened its marketing ecosystem this year with investments in modern marketing technologies and inducting talented marketing leaders from the industry. Company’s participation in major trade shows and conferences like SAP SAPPHIRE, Oracle OpenWorld, Dreamforce and others improved brand visibility with enterprise technology buyers. The Company deepened its engagement with industry influencers and featured in major ratings and rankings for exponential technologies like Digital, Analytics, IoT, Automation and Cloud.

8. HUMAN RESOURCE DEVELOPMENT

The Company believes that the path to enduring ‘people’ success is by building and continually refining the Leadership Growth Engine. The Company’s programs enable the leaders within the organization to constantly learn and upskill themselves. The following programs and interventions support the people guiding initiatives:

Leadership Voyager: Leadership Development is at the heart of people development strategy and specially focuses on strengthening the leadership pipeline. A series of Leadership Development programs was launched in the month of July 2017. This digitally driven programs on ‘Workplace’, Company’s social collaborative platform, was made available to employees of LTI across 16 countries. The program currently runs for first time managers and senior managers under the brand of ‘I LEAD’ and ‘I LEAD Plus’. 1,326 leaders participated in the programs until March 31, 2018.

Diginius Voyager: Keeping in mind the digital transformation in the Company and in the IT industry, a series of soft skills programs were launched in the month of July 2017 using different methodologies. Handpicked programs from top international Universities on MOOC’s and eLearning platforms were made available to the employees in the digital format.

Catalyst: Transforming employee experience and contributing to positive change through collaborative efforts of employees as Change Agents (Catalysts), backed by ‘Workplace’. Here employees can post their queries, ideas and complaints. The Company has an internal mechanism to periodically review catalyst issues from each functional representative and recommend changes, if any. Intime action has led the Company to record 98.50% for query resolution and 83.33% towards idea implementation.

Beliefs Workshop: ‘Beliefs’ is an interactive classroom session with an end goal to propose our five Beliefs - ‘go the Extra mile’, ‘be Agile’, ‘push frontiers of Innovation’, ‘keep Learning’ and ‘solve for Society’, to be at the forefront of every business track and transaction. We present concepts of the Beliefs and how vital it is for each employee to align with them. Success stories, challenges and how to create a conducive environment to augment team work and bring about a ‘cool’ culture are discussed. So far, since October 2017 until March 2018, we have covered around 7000 employees through face to face workshops both in India and onsite.

9. AWARDS & RECOGNITION

In the Analytics solutions category, the Company was awarded ‘Silver at Express IT Awards’ and also recognized as ‘India Partner of the Year’ at Cloudera’s 2017 APAC Partner Awards. In Analyst and Advisory category, the Company has got the following accolades:

1. In Leadership Zone in Zinnov Zones 2017 for Robotic Automation Services in overall and BFS segment, IoT Technology Services (For System Integration, Managed Services, Big Data Management and Analytics Segments) and Digital Services.

2. As a ‘Leader’ in NelsonHall NEAT 2017 for IoT Services, Digital Testing and as an Innovator for S/4 HANA Focus.

3. As High Performers in HfS Blueprint Report: Enterprise Blockchain Services 2017.

4. Ranked as ‘Leader’ in Property & Casualty and Life & Annuities categories of Novarica Market Navigator™ for IT Services Providers for Insurers 2018 Report.

5. Topped the ‘Challengers’ List in Everest Group’s PEAK Matrix™ Service Provider of the Year 2018 Report.

The Company was also bestowed with Humanitarian Award for the reconstruction of Gandhi Study Centre in Chennai.

Further, Mr. Sanjay Jalona, Chief Executive Officer & Managing Director of the Company was awarded ‘Exemplary CEO of the Year 2017’ by BW Businessworld and Mr. Ashok Sonthalia, Chief Financial Officer of the Company was awarded ‘CFO of the Year in 2018’ by Financial Express in the large enterprise having INR 1,000 crore plus turnover category.

10. INFRASTRUCTURE

The Company has the world class infrastructure throughout offices in India and abroad and has been expanding its facilities to keep pace with revenue growth. Emphasis has been on adding capacity in SEZ locations for new & incremental businesses. During the financial year, the Company added infrastructure space of 20,000 sq.ft. with 247 seats at SEZ in Bangalore and 10,000 sq.ft. with 90 seats at Chennai.

Additionally, space optimization was carried out through densification thereby increasing the capacity of 355 seats across Powai, Airoli and Pune within the existing infrastructure space.

The Company has also created client collaborative and interactive workspaces like Agile space, Cyber Defense Resiliency Centre, Design Studio making it a new-age workplace.

As on March 31, 2018, the total capacity at Indian centres stands at 21,241 seats over an area of 2,208,196 sq.ft.

11. QUALITY INITIATIVES

The Company continues all-pervasive commitment to Quality with focus on client centricity and continuous improvements. The Company has revamped the Quality Policy to reflect the same. The Quality Policy states:

We strive to be the most client-centric partner by:

- Delivering rich and meaningful experiences to our clients and their customers.

- Continuously improving our services and solutions, with focus on agility and creativity.

- Nurturing an environment that promotes learning and growth.

The Company has aligned and strengthened the management processes with focus on client centricity and delivery excellence. We continue to measure project level and leadership level client satisfaction. Various initiatives implemented during the year have helped to improve client satisfaction levels. Leadership level client experience has also significantly improved for our key accounts.

The Company renewed the focus to deliver value to our clients through initiatives such as Beyond, Extreme Automation and Design Driven Delivery. ‘Beyond’ initiative has brought in focus on innovation to deliver value to our clients. ‘Extreme Automation’ has helped optimize our delivery execution and improve productivity. ‘Design Driven Delivery’ suitably supported by Agile and DevOps methodologies, helps the Company to design and deliver client focused services and solutions.

The Company continues to adhere to international certifications viz. ISO 9001, ISO 20000, ISO 27001, ISO 14001 and ISO 18001 through combined external audit conducted by Bureau Veritas.

The Company continues to sustain CMMI for Development V1.3 at Level 5 for Development, Maintenance, Testing and ERP projects. The Company continues to sustain the CMMI for Services V1.3 at Level 5 for Application and Infrastructure Support projects. The Company has also sustained the compliance to ISAE 3402 requirements for the projects in the Insurance domain across Business Units and also for client specific engagements in the Banking domain.

12. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to reserve.

13. DEPOSITS

During the year ended March 31, 2018, the Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors hereby confirm that:

(i) i n the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) 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 as at March 31, 2018 and of the profit of the Company for the year ended March 31, 2018;

(iii) t he Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (‘Act’) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating efficiently; and

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

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, following were the changes in the Board and Key Managerial Personnel:

a. Mr. Sudip Banerjee was appointed as an Independent Director of the Company, for a term of five years upto May 19, 2022, with effect from May 20, 2017 by the shareholders of the Company at its 21^st AGM held on August 24, 2017.

b. Ms. Subhalakshmi Panse resigned as an Independent Director of the Company with effect from May 15, 2017.

c. Mr. Manoj Koul was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 24, 2017.

Mr. R. Shankar Raman and Mr. S. N. Subrahmanyan, Non-Executive Directors of the Company, retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing AGM of the Company. The details of Directors proposed to be re-appointed are given in the Notice convening the 22^nd AGM.

16. CORPORATE GOVERNANCE REPORT

A report on Corporate Governance is annexed as Annexure A to this Report.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 5 (five) times during the financial year. The details of the Board meetings and the attendance of Directors is provided in Annexure A to this Report.

Board meeting dates are finalized in consultation with all Directors and agenda backed up by comprehensive notes and detailed background information are circulated well in advance before the date of Board meeting thereby enabling the Board to take informed decisions. Detailed business presentations are also made to apprise the Board of the important developments.

18. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declaration of Independence from its Independent Directors as stipulated under Section 149(7) of the Act confirming that they meet the criteria of Independence. The same is available on the Company’s website, www.Lntinfotech. com/Investors.

19. INDEPENDENT DIRECTORS MEETING

As per Schedule IV of the Act, Secretarial Standards-1 on Board Meetings ( SS-1’) and SEBI Listing Regulations, the meeting of the Independent Directors in FY18 was held on May 4, 2017. Additionally, the Independent Directors meeting was also held on May 23, 2018.

20. COMPANY POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has formulated a policy on Director’s appointment and remuneration including recommendation of remuneration of Key Managerial Personnel and the criteria for determining qualifications, positive attributes and independence of a Director.

21. DISCLOSURE OF REMUNERATION

The details of remuneration as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is provided in Annexure B to this Report.

The details of employees receiving remuneration as mentioned in Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is provided in Annexure I to this Report. In terms of Section 136(1) of the Act and the Rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary of the Company. None of the employees listed in the said Annexure is related to any Director of the Company. The aforesaid annexure is also available for inspection by the shareholders at the Registered Office of the Company, on all working days, except Saturdays, Sundays and public holidays, between 11:00 am and 1:00 pm upto the date of the 22^nd AGM.

22. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Nomination and Remuneration Committee and the Board of Directors have laid down the manner in which formal annual evaluation of the performance of the Board, it’s Committees, Chairman and individual Directors has to be made.

During the year under review, a structured questionnaire was circulated to all Directors for evaluation of performance of the Board, its Committes, Chairman and individual Directors. The questionnaire included criteria such as composition & structure, meetings, Board effectiveness, Board functioning, information availability, etc. These questionaries also cover specific criteria and the grounds on which all Directors in their individual capacity have been evaluated.

The inputs given by all the Directors were discussed in the meeting of the Independent Directors held on May 23, 2018, in accordance with Schedule IV of the Act. The performance evaluation of the Board, its Committees, Chairman and Directors was also reviewed by the Nomination and Remuneration Committee and the Board of Directors which showcased the strengths of Board and areas of improvement. Overall the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as a whole.

23. BOARD COMMITTEES

The Board has constituted Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (‘CSR’) Committee and Risk Management Committee in terms of the requirements of the Act and SEBI Listing Regulations. The details of each of the Committees is given in Annexure A to this Report.

24. ANNUAL REPORT ONCSR

The Annual Report on CSR is annexed as Annexure C to this Report. CSR Policy of the Company is available on the Company’s website, www.Lntinfotech.com/social-responsibility.

25. BUSINESS RESPONSIBILITY REPORT (‘BRR’)

Pursuant to Regulation 34 of the SEBI Listing Regulations, Business Responsibility Report for FY18 (‘BRR’) describing initiatives taken by the Company from an environmental, social and governance perspective, is provided in Annexure J, forming part of this Annual Report. As a green initiative, BRR will be available on the Company’s website, www.Lntinfotech.com/ Investors. Any shareholder interested in obtaining copy of the same may write to the Company Secretary of the Company.

26. CORPORATE SUSTAINABILITY

The Company believes that a healthy planet is essential for a Company’s success and therefore, sustainability is an important element. The Company continues to be resource efficient and puts efforts towards better environment management.

Company has taken various energy conservation initiatives to reduce electricity consumption and overall carbon footprint, on year-on-year basis. The energy conservation initiatives is given in Annexure G to this report. During the year, the Company has conducted initiatives like ‘Go Green’ campaign and ‘PC hibernation’ towards reducing the impact of operational activities on environment. The Company’s corporate office at Powai, Mumbai has been accredited ‘LEED Gold certificate’ from US Green Building Council 2016 and it continues to be green building-compliant campus. The Company participates and reports the carbon emissions/energy performances through the Carbon Disclosure Project (CDP).

Company manages and recycles the paper, plastic and glass waste efficiently at all three offices in Mumbai. Second round of surveillance audit of BS OHSAS 18001:2007 certification for occupational health and safety has been cleared for eight Company locations during the year. This approach towards people and planet forms a part of our sustainability framework and business approach.

27. AUDITORS STATUTORY AUDITOR

The Auditors’ Report to the shareholders’ on the audited standalone and consolidated financial statements of the Company for the year ended March 31, 2018 does not contain any qualification and therefore does not call for any comments from Directors. Further, the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act. The Independent Auditors Report forms part of this Annual Report.

The Auditors, M/s. B. K. Khare & Co. [ICAI Registration No. 105102W] were appointed as Statutory Auditors of the Company by the shareholders at the last AGM held in 2017 for a period of five continuous years from the conclusion of 21^st AGM till the conclusion of 26^th AGM of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (‘ICAI’) and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declaration confirming their independence as well as their arm’s length relationship with the Company and declared that they have not taken up any prohibited non-audit assignments for the Company.

SECRETARIAL AUDITOR

The Secretarial Audit Report issued by Ms. Naina Desai, Practicing Company Secretary, does not contain any qualification and is annexed as Annexure D to this Report.

28. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Section 129(3) of the Act, prepared in accordance with the Accounting Standards prescribed by the ICAI, forms part of this Annual Report.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process driven framework for Internal Financial Controls (‘IFC’) within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31, 2018, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. Further, the Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material impact on the Company’s operations.

30. CHANGES IN SHARE CAPITAL

During FY18, the Company allotted 1,428,150 equity shares of Rs.1 each on exercise of the vested options by the eligible employees under the Employees Stock Options Schemes of the Company. Accordingly, the paid-up equity share capital of the Company increased from Rs.170.571 Million to Rs.171.999 Million.

After March 31, 2018, the Company has further allotted 19,922 equity shares of Rs.1 each on April 19, 2018 and 52,219 equity shares of Rs.1 each on May 23, 2018 on exercise of vested options by the eligible employees under the Employees Stock Options Schemes of the Company. Consequent to the same, there has been an increase in the paid-up equity share capital of the Company to Rs.172.071 Million.

31. EXTRACT OF ANNUAL RETURN

The extract of annual return is annexed as Annexure E to this Report.

32. RISK MANAGEMENT

The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and a periodical review is carried out to ensure that Executive Management controls risk by means of a properly designed framework. A detailed note on risk management is given in a separate section of this Annual Report.

33. VIGIL MECHANISM

The Whistle Blower Policy of the Company meets the requirement of the Vigil Mechanism framework under the Act. The Whistle Blower Policy encourages and facilitates the employees to report concerns about unethical behavior, actual/ suspected frauds and violation of the Company’s Code of Conduct. The Policy provides for adequate safeguards against victimisation of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee. The Audit Committee of the Company oversees the implementation of the Whistle Blower Policy. Information about the Whistle Blower Policy is available on the Company’s website, www.Lntinfotech.com/Investors.

34. RELATED PARTY TRANSACTIONS

The Audit Committee and the Board of Directors have approved the Policy for Related Party Transactions and the same is available on the Company’s website, www.Lntinfotech.com/Investors.

During the year, all the related party transactions were in the ordinary course of business and at arm’s length and were approved by the Audit Committee. There were no materially significant transactions with related parties during the year that may have conflict of interest with the Company.

35. SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

As at March 31, 2018, the Company has 14 subsidiaries including one Joint Venture. There has been no material change in the nature of the business of subsidiaries.

During the year, the Company acquired following subsidiary companies:

a. The Company acquired 4,50,000 equity shares of Rs.10 each (comprising 100% shareholding) of Syncordis Software Services India Private Limited on December 11, 2017.

b. The Company through its wholly-owned subsidiary, Larsen & Toubro Infotech GmbH, Germany acquired 100% shareholding of Syncordis SA, a Luxembourg based Company, on December 15, 2017.

Update on Amalgamation of AugmentIQ Data Sciences Private Limited (‘AugmentIQ’) with the Company:

Pursuant to the Scheme of Amalgamation (‘Scheme’) of AugmentIQ Data Sciences Private Limited with the Company, sanctioned by the Hon’ble National Company Law Tribunal, Mumbai Bench vide it’s order dated May 2, 2018, AugmentIQ has been amalgamated with the Company with effect from May 21, 2018, with appointed date being April 1, 2017. Consequently, the entire business, assets, liabilities, duties and obligations of AugmentIQ have been transferred to and vested in the Company with effect from April 1, 2017.

A statement containing the salient features of the financial statement of subsidiaries/ associate/ joint venture companies as per form AOC-1 is annexed as Annexure F to this Report.

The Company has formulated a policy on the identification of material subsidiaries in line with Regulation 16(c) of the SEBI Listing Regulations and the same is available on the Company’s website, www.Lntinfotech.com/Investors. There were no material subsidiaries of the Company as on March 31, 2018.

36. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

Details of loans given, investments made or guarantees given or security provided, if any, covered under the provisions of Section 186 of the Act are given in the notes forming part of the financial statements provided in this Annual Report.

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

Information as per section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure G to this Report.

38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

39. COMPLIANCE MONITORING SYSTEM

The Company believes that compliance with regulatory laws has become a catalyst for corporate governance and that a good statutory compliance system is vital for effective conduct of business operations. The Company recognizes ethical conduct and compliance with regulatory requirements, in both business and internal dealings, as part of thorough and transparent corporate governance and to strengthen such belief the Company ensures that appropriate business processes and adequate tools are in place for adherence with all the statutory obligations.

Keeping this in mind, the Company has put in place a framework on ‘Global Corporate Compliance Tracking System’ which outlines the Company’s philosophy towards compliance culture, understanding compliances, coverage, approach, responsibilities, reporting matrix and trainings. The framework focuses on taking up compliance as an integral element for conducting business and create corporate culture characterized with integrity and law-abiding behavior. Under this framework, identified key stakeholders across business units, corporate functions and geography heads, ensure and confirm compliance with the provisions of all applicable laws on a continuous basis and a quarterly certificate is presented to the Board of Directors at its meetings confirming status of compliances along with remediation plan for exceptions, if any. Any amendments to the laws are also reviewed, updated in the system and monitored by the Company.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been constituted to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. During FY18, the Company has received three complaints on sexual harassment, which has been resolved with appropriate action taken by the Internal Complaints Committee.

41. EMPLOYEE STOCK OPTION SCHEMES

There has been no material change in the Employee Stock Option Schemes (‘ESOP Schemes’) during the financial year under review. The Employee Stock Ownership Scheme 2000 and the Employee Stock Ownership Scheme 2006 U.S. Stock Option Sub-Plan are in compliance with the then applicable Act and Regulations, if any. Further, the Employee Stock Option Scheme 2015 is in compliance with the Act and SEBI (Share Based Employee Benefits) Regulations, 2014 and the disclosures relating to the ESOP Schemes of the Company as required is available on the Company’s website, www. Lntinfotech.com/Investors.

A Certificate obtained from the Statutory Auditors, confirming compliance with the Act and SEBI (Share Based Employee Benefits) Regulations, 2014 is given in Annexure H of this Report.

42. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

43. GREEN INITIATIVE

Electronic copy of the Annual Report for FY18 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are registered with the Company/ Depository Participant(s). For shareholders who have not registered their email addresses, physical copies are sent through the permitted mode.

44. ACKNOWLEDGEMENTS

The Directors thank the Company’s customers, vendors, banks, financial and academic institutions, employees, regulatory authorities, stock exchanges & all other stakeholders for their continued co-operation & support. The Directors also acknowledge the support and cooperation from the Government of India and overseas, its agencies and other regulatory authorities. The Directors also wish to place on record their appreciation of employees of the Company and its Group for their commendable efforts, teamwork and professionalism.

For and on behalf of the Board of Directors

Sanjay Jalona Aftab Zaid Ullah

Chief Executive Officer Chief Operating Officer

Place: Mumbai & Managing Director & Whole-time Director

Date: May 23, 2018 (DIN: 07256786) (DIN: 05165334)

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Mar 31, 2017

The Directors have pleasure in presenting the Annual Report along with the Audited Financial Statements of Larsen & Toubro Infotech Limited (‘LTI’ or ‘Company’) for the year ended March 31, 2017.

1. FINANCIAL RESULTS

(Rs. Million)

Particulars	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Revenue from operations	61,829	55,685	65,009	58,464
Other Income	1,983	2,304	1,867	1,897
Total Income	63,812	57,989	66,876	60,361
Less: Operating Expenditure	50,850	46,454	52,707	48,216
Less: Finance Cost	32	58	32	58
Less: Depreciation and amortization	1,088	1,034	1,779	1,740
Profit Before Tax (PBT)	11,842	10,443	12,358	10,347
Less: Provision for Tax	2,466	1,881	2,649	1,982
Profit for the year (PAT)	9,376	8,562	9,709	8,365
Less: Non-Controlling Interests	-	-	2	2
Add: Balance brought forward from previous year	13,272	11,203	13,678	11,808
Add: Profit and loss account of GDA Technologies Limited (‘GDA’) on amalgamation	365	-	-	-
Add: Other Comprehensive Income	(45)	23	(45)	23
Balance available for disposal which Directors appropriate as follows:	22,968	19,788	23,340	20,194
Dividend (excluding tax)	(1,700)	(5,467)	(1700)	(5,467)
Tax on Dividend	(278)	(1,049)	(278)	(1,049)
Balance to be carried forward	20,990	13,272	21,362	13,678

2. INDIAN ACCOUNTING STANDARDS

Ministry of Corporate Affairs (‘MCA’) vide its notification dated February 16, 2015, notified the Indian Accounting Standards (‘Ind AS’) applicable to certain classes of companies. Accordingly, financial statements for the year ended March 31, 2017, have been prepared in compliance with Ind AS as prescribed under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and financial statements for the year ended March 31, 2016, have also been restated as per Ind AS. Further, note 2a and note 2a in the notes to accounts in the standalone and consolidated financial statements, respectively, provides further explanation on the transition to Ind AS.

3. PERFORMANCE OF THE COMPANY

On standalone basis, revenue from operations and other income for the financial year under review were Rs.63,812 Million as against Rs.57,989 Million for the previous financial year registering an increase of 10.0%. The profit before tax was Rs.11,842 Million and the profit after tax was Rs.9,376 Million for the financial year under review as against Rs.10,443 Million and Rs.8,562 Million respectively for the previous financial year.

On consolidated basis, revenue from operations and other income for the financial year under review were Rs.66,876 Million as against Rs.60,361 Million for the previous financial year registering an increase of 10.8%. The profit before tax was Rs.12,358 Million and the profit after tax was Rs.9,709 Million for the financial year under review as against Rs.10,347 Million and Rs.8,365 Million respectively for the previous financial year.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of the report.

5. INITIAL PUBLIC OFFERING OF YOUR COMPANY

Your Company undertook an Initial Public Offer (‘IPO’) of 17,500,000 equity shares of face value of Rs.1 each at a price of Rs.710 per equity share through an Offer for Sale by Larsen & Toubro Limited, the Promoter of your Company, including a discount of Rs.10 per equity share on the offer price to Retail Individual Bidders.

The total offer aggregated to Rs.12,364 Million and constituted 10.3% of your Company’s post-offer paid-up equity share capital. Your Company’s equity shares were listed on the National Stock Exchange of India Limited and the BSE Limited on July 21, 2016.

6. CAPITAL EXPENDITURE

On standalone basis, as at March 31, 2017, the gross fixed and intangible assets stood at Rs.5,889 Million (previous year Rs.5,480 Million) out of which assets amounting to Rs.796 Million (previous year Rs.1,015 Million) were added during the year and the net fixed and intangible assets stood at Rs.2,871 Million (previous year Rs.3,393 Million).

On consolidated basis, as at March 31, 2017, the gross fixed and intangible assets stood at Rs.11,407 Million (previous year Rs.11,082 Million) out of which assets amounting to Rs.976 Million (previous year Rs.1,346 Million) were added during the year and the net fixed and intangible assets stood at Rs.5,432 Million (previous year Rs.6,521 Million).

7. DIVIDEND

The Directors recommend payment of final dividend of Rs.9.70 per equity share. During the year, your Company paid an interim dividend of Rs.6.85 per equity share. The total dividend including the final dividend would amount to Rs.16.55 per equity share.

The final dividend, if approved by the shareholders, would be paid/payable to those shareholders whose names appear in the Register of Members as on the Book Closure Dates mentioned in the notice of Annual General Meeting (‘AGM’) forming part of this report.

8. BRANDING

Digital disruption is challenging enterprises the world over to transform to newer business models by leveraging emerging technologies. In line with the pioneering role which LTI plays in bridging the convergence of the physical and digital world, your Company has also undergone a brand re-boot based on the brand idea ‘Pioneering solutions in a converging world’. The tagline - ‘Let’s Solve’ encapsulates the ability and willingness to solve complex challenges for the clients through your Company’s real-word expertise and technological prowess. The new brand is truly a brand for the converging world.

9. PEOPLE

The IT Industry is going through a digital transformation and employees are on a continuous learning trajectory to stay relevant and add value to the organization. This is being successfully catered to by using the new digital learning delivery platform - ‘Mosaic Academy’.

Your Company’s social collaborative platform ‘Workplace’ has transformed the way employees interact socially as well as professionally. Special Interest Groups made on ‘Workplace’ has enhanced employee collaboration, helped resolve issues quickly and bring in a continuous learning culture.

‘Policy Guru’ - This is an initiative that was launched on ‘Workplace’ to co-create and engage employees in making policy changes and review them for continued relevance to employee’s needs and current practices across the organization.

‘Shadow the Leader’ - This initiative was launched to engage and groom high potential talent. This helped employees connect with leaders personally and spend an entire day with them.

‘Candid’ - A team feedback to managers enabled through a mobile app was launched this year giving people an opportunity to share their experience with the manager.

‘Leadership Talent Review’ - Two dimensional reviews for leadership were done as a step to build the leadership pipeline. Actions have been taken on the basis of employee’s performance, potential and aspirations to do different kinds of roles.

10. INFRASTRUCTURE

Your Company has the best infrastructure throughout offices in India and abroad. Your Company has been expanding its facilities to keep pace with revenue growth. Emphasis has been on adding capacity in SEZ locations for new & incremental business. The new units at Mindspace SEZ - Airoli, Hinjewadi-Pune, Gopalan SEZ Bengaluru and DLF SEZ Chennai were made operational during the year 2016-17.

Your Company added infrastructure space of 45,000 sq.ft., during the financial year 2016-17 taking the total area to 2,189,840 sq.ft. with 22,264 Seats in India.

11. QUALITY INITIATIVES

Your Company continues all-pervasive commitment to Quality with focus on client centricity and continuous improvements. Your Company has revamped the Quality policy to reflect the same this year. The new Quality policy states:

We strive to be the most client-centric partner by:

- Delivering rich and meaningful experiences to our clients and their customers.

- Continuously improving our services and solutions, with focus on agility and creativity.

- Nurturing an environment that promotes learning and growth.

Client centricity is driven from top transferring to at all levels of your Company and reflected in Company’s initiatives.

Your Company continues to adhere to international certifications viz. ISO 9001, ISO 20000, ISO 27001 and ISO 14001 through combined external audit conducted by Bureau Veritas. During the year, your Company has transitioned the ISO 9001 certification to ISO 9001:2015 version and ISO 14001 certification to ISO 14001:2015 version. By transitioning to ISO 9001:2015 version, your Company has strengthened areas such as leadership commitment, risk based thinking and risk management, organization knowledge identification and retention.

Your Company has been successfully re-appraised on CMMI for Development V1.3 at Level 5, in 2016 for Development, Maintenance, Testing and ERP projects. Your Company continues to sustain the CMMI for Services V1.3 Level 5 certification, for which your Company was appraised in 2015. Your Company has also sustained the compliance to ISAE 3402 requirements for the projects in the Insurance domain across Business Units and also for client specific engagements in the Banking domain.

Your Company renewed the focus to deliver value to our clients through initiatives such as Beyond, Extreme Automation and Design Driven Delivery. Beyond initiative has brought in focus on innovation to deliver value to our clients. Extreme Automation has helped optimize our delivery execution and improve productivity. Design Driven Delivery suitably supported by Agile and DevOps methodologies, helps your Company to design and deliver client focused services and solutions.

Your Company has aligned and strengthened the management processes with focus on client centricity and delivery excellence. We continue to measure project level and leadership level client satisfaction. Various initiatives implemented during the year have helped to improve client satisfaction levels. Leadership level client experience has also significantly improved for our key accounts.

12. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to reserve.

13. DEPOSITS

During the year ended March 31, 2017, your Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) 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 as on March 31, 2017 and of the profit of the Company for the year ended March 31, 2017;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating efficiently; and

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

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

A. Appointment/Re-appointment:

During the year, following appointments/re-appointments were made on the Board:

a. Ms. Shubhalakshmi Panse as an Independent Director of the Company with effect from October 25, 2016 till October 24, 2021, subject to the approval of the shareholders. Ms. Panse, appointed as an Additional Director, will hold office till the ensuing Annual General Meeting (‘AGM’).

b. Mr. Sanjeev Aga as an Independent Director of the Company with effect from November 9, 2016 till November 8, 2021, subject to the approval of the shareholders. Mr. Aga, appointed as an Additional Director, will hold office till the ensuing AGM.

c. Mr. Aftab Zaid Ullah as the Whole-time Director of the Company with effect from November 9, 2016 till November 8, 2021, subject to the approval of the shareholders. Mr. Ullah, appointed as an Additional Director, will hold office till the ensuing AGM.

d. Mr. Sudhir Chaturvedi as the Whole-time Director of the Company with effect from November 9, 2016 till November 8, 2021, subject to the approval of the shareholders. Mr. Chaturvedi, appointed as an Additional Director, will hold office till the ensuing AGM.

e. Mr. M. M. Chitale as an Independent Director of the Company with effect from April 1, 2017 till March 31, 2022, subject to the approval of the shareholders by passing special resolution.

f. Mr. Samir Desai as an Independent Director of the Company with effect from April 1, 2017 till March 31, 2021, subject to the approval of the shareholders by passing special resolution.

Further, Mr. S. N. Subrahmanyan was appointed as a NonExecutive Vice Chairman by the Board with effect from May 4, 2017.

Mr. S. N. Subrahmanyan & Mr. A. M. Naik, Non-Executive Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing AGM of the Company. The details of Directors proposed to be appointed/ re-appointed is given in the notice convening the AGM forming part of this Annual Report.

The draft appointment letter issued to the Independent Directors is available on the Company’s website, www. Lntinfotech.com/Investors.

B. Cessation:

During the year, none of the Directors ceased/resigned from the Company.

C. Changes in Key Managerial Personnel & Compliance Officer:

During the year, following were the changes in the Key Managerial Personnel & Compliance Officer:

a. Mr. Subramanya Bhatt ceased to be the Company Secretary and Compliance Officer with effect from closure of business hours of November 9, 2016.

b. Mr. Rajesh S. Narang was appointed as the Company Secretary and Compliance Officer with effect from November 10, 2016 and ceased to be the Company Secretary and Compliance Officer with effect from closure of business hours of March 30, 2017.

c. Ms. Angna Arora was appointed as Compliance Officer with effect from March 31, 2017.

16. CORPORATE GOVERNANCE REPORT

A report on Corporate Governance is annexed as Annexure G to this Report.

17. CORPORATE SOCIAL RESPONSIBILITY (‘CSR’)

The Board has constituted a CSR Committee in terms of the requirements of the Companies Act, 2013. The details relating to the same is given in Annexure G to this Report.

The Annual Report on CSR is annexed as Annexure A to this Report. CSR Policy of your Company is available on the Company’s website, www.Lntinfotech.com/ social-responsibility.

18. CORPORATE SUSTAINABILITY

During the year, all development centers of your Company, in India, have cleared surveillance audit of BS OHSAS 18001:2007 certification for occupational health and safety. Your Company has undertaken Sustainability initiatives for example - office lighting, PC hibernation, Green Week, waste and e-waste management, recycling and Energy Star power procurement policy to reduce energy consumption.

19. GREEN INITIATIVE

Electronic copy of the Annual Report for the financial year 2016-17 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are registered with the Company/Depository Participant(s). For shareholders who have not registered their email addresses, physical copies are sent in the permitted mode.

20. STATUTORY AUDITOR

The Auditors’ Report to the shareholders does not contain any qualification and therefore does not call for any comments from Directors. Further the Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

The Statutory Auditor, M/s. Sharp & Tannan [ICAI Registration No. 109982W], have already completed more than ten years as Statutory Auditors of the Company.

Accordingly, as per section 139 of the Companies Act, 2013, M/s. Sharp & Tannan will cease to be the Statutory Auditors of the Company from the conclusion of the ensuing AGM. Hence, the Board, based on the recommendation of the Audit Committee, proposes the appointment of M/s. B. K. Khare & Co. [ICAI Registration No. 105102W] as the Statutory Auditors for a continuous period of 5 years from the conclusion of 21st AGM till the conclusion of 26th AGM of the Company, subject to approval of shareholders.

The Auditors, M/s. B. K. Khare & Co., have informed the Company that their appointment, if made, would be in line with the requirement laid under section 141 of the Companies Act, 2013. Further, the Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (‘ICAI’) and hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declaration confirming their independence as well as their arm’s length relationship with the Company and declared that they have not taken up any prohibited non-audit assignments for the Company.

21. SECRETARIAL AUDITOR

The Secretarial Audit Report issued by Ms. Naina Desai, Practicing Company Secretary, does not contain any qualification and is annexed as Annexure B to this Report.

22. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to section 129(3) of the Companies Act, 2013, prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report. The Auditors report to the shareholders does not contain any qualification, observation or adverse comment.

23. CHANGES IN SHARE CAPITAL

During the financial year 2016-17, the Company allotted 754,925 equity shares of Rs.1 each on exercise of the vested options by the eligible employees under the Employee Stock Option Schemes of the Company. Accordingly, the paid-up equity share capital of the Company increased from Rs.169.82 Million to Rs.170.57 Million.

Subsequent to March 31, 2017, the Company has further allotted 38,093 equity shares of Rs.1 each on May 4, 2017, on exercise of vested options by the eligible employees under the Employee Stock Option Schemes of the Company. Consequent to the same, there has been an increase in the paid-up equity share capital of the Company to Rs.170.61 Million.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has designed and implemented a process driven framework for Internal Financial Controls (‘IFC’) within the meaning of the explanation to section 134(5) (e) of the Companies Act, 2013. For the year ended March 31, 2017, the Board is of the opinion that your Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. Your Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on your Company’s operations.

25. EXTRACT OF ANNUAL RETURN

The extract of annual return is annexed as Annexure C to this Report.

26. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 (four) times during the financial year. The details of the Board meetings and the attendance of Directors is provided in the Annexure G to this Report.

27. AUDIT COMMITTEE

The Board has constituted the Audit Committee in terms of the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure G to this Report.

28. VIGIL MECHANISM

The Whistle Blower Policy of the Company meets the requirement of the Vigil Mechanism framework under the Companies Act, 2013 (‘Act’). The Audit Committee of the Company oversees the functioning of the Whistle Blower Policy.

As per the provisions of section 177(9) of the Act, the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns.

The Company has a Whistle Blower Policy in place since 2014 to encourage and facilitate employees to report concerns about unethical behavior, actual/suspected frauds and violation of the Company’s Code of Conduct. The policy provides for adequate safeguards against victimisation of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee. The Audit Committee of the Company oversees the implementation of the Whistle Blower Policy.

Information about the establishment of the Whistle Blower Policy is available on the Company’s website, www.Lntinfotech.com/Investors. During the year, no personnel has been declined access to the Audit Committee, whenever desired.

29. RELATED PARTY TRANSACTIONS

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy and the same is available on the Company’s website i.e www. Lntinfotech.com/Investors. The Company has a process in place to periodically review and monitor related party transactions.

During the year, all the related party transactions were in the ordinary course of business and at arm’s length and were approved by the Audit Committee. There were no material transactions with related parties during the year that may have conflict with the interest of the Company.

30. SUBSIDIARY/ ASSOCIATE/JOINT VENTU RE COMPANIES

As at March 31, 2017, the Company has 10 Subsidiaries including a Joint Venture. There has been no material change in the nature of the business of Subsidiaries.

- During the year, the Company acquired/formed following Subsidiary Companies:

Name of the Company	Type of equity shares	No. of equity shares
AugmentIQ Data Sciences Private Limited	Equity	1,102,4191
L&T Infotech S.de. RL. C.V	Equity	N. A.2

Notes:

1. The Company acquired 1,102,419 equity shares of Rs.10 each of AugmentIQ Data Sciences Private Limited on November 30, 2016. Out of 1,102,419 equity shares of Rs.10 each fully paid-up, 1,102,418 equity shares are held by the Company and 1 equity share is held by 1 individual jointly and on behalf of the Company.

2. L&T Infotech S.de. RL. C.V was incorporated as a Subsidiary on March 1, 2017, in Mexico with a registered minimum fixed capital of 3,000 Mexican Pesos. However, no investment has been made by the Company in L&T Infotech S.de. RL. C.V.

The Company has formulated a policy on the identification of material subsidiaries in line with Regulation 16(c) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the same is available on the Company’s website, www.Lntinfotech.com/Investors.

- Performance and financial position of each Subsidiary/Associate and Joint Venture Companies:

A statement containing the salient features of the financial statement of subsidiaries/associate/joint venture companies as per form AOC-1 is annexed as Annexure D to this Report.

- Update on Amalgamation of GDA Technologies Limited (‘GDA’) with the Company:

Pursuant to the Scheme of Amalgamation sanctioned by the Hon’ble High Court of Bombay vide its order dated April 1, 2016 and by the Hon’ble High Court of Madras vide its order dated August 3, 2016, GDA was amalgamated with the Company with effect from September 2, 2016, with the appointed date being April 1, 2016. Consequently, the entire business, assets, liabilities, duties and obligations of GDA have been transferred to and vested in the Company with effect from April 1, 2016.

- Amalgamation of AugmentIQ Data Sciences Private Limited (‘AugmentIQ’) with the Company:

The Board of your Company and AugmentIQ in their meetings held on May 4, 2017 and May 3, 2017 respectively, approved the Scheme of Amalgamation (‘Scheme’) of AugmentIQ with the Company under section 230-232 of the Companies Act, 2013. The appointed date for the proposed Scheme is April 1, 2017.

31. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

Your Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided in the notes forming part of the financial statements provided in this Annual Report.

32. EMPLOYEE STOCK OPTION SCHEMES

There has been no material change in the Employee Stock Option Schemes (‘ESOP Schemes’) during the financial year under review. The Employee Stock Ownership Scheme 2000 and the Employee Stock Ownership Scheme 2006 U.S. Stock Option Sub-Plan are in compliance with the then applicable Act and Regulations, if any. Further, the Employee Stock Option Scheme 2015 is in compliance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 and the disclosures relating to the ESOP Schemes of the Company as required is available on the Company’s website, www.Lntinfotech. com/Investors.

A Certificate obtained from the Statutory Auditors, confirming compliance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 is given in Annexure H to this Report.

33. COMPANY POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION

The Company has constituted the Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure G to this Report.

The Committee has formulated a policy on Director’s appointment and remuneration including recommendation of remuneration of Key Managerial Personnel and the criteria for determining qualifications, positive attributes and independence of a Director.

34. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, its Committees, Chairman and individual Directors has to be made.

It includes circulation of questionnaires to all Directors for evaluation of the Board and its Committees,

Board composition and its structure, its culture, Board effectiveness, Board functioning, information availability,etc. These questionaries’ also cover specific criteria and the grounds on which all Directors in their individual capacity have been evaluated.

The inputs given by all the Directors were discussed in the meeting of the Independent Directors held on May 4, 2017, in accordance with Schedule IV of the Companies Act, 2013. The performance evaluation of the Board, its Committees, Chairman and Directors was also reviewed by the Nomination and Remuneration Committee and the Board of Directors.

35. DISCLOSURE OF REMUNERATION

The details of remuneration as required under section 197(12) of the Companies Act, 2013 (‘Act’) and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is provided in Annexure E to this Report.

The details of employees receiving remuneration as mentioned in Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is provided in Annexure I to this Report. In terms of section 136(1) of the Act and the rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary/Compliance Officer. None of the employees listed in the said Annexure is related to any Director of the Company.

36. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Board has constituted the Stakeholders’ Relationship Committee in terms of the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure G to this Report.

37. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declaration of Independence from its Independent Directors as stipulated under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence. The same is available on the Company’s website, www.Lntinfotech. com/Investors.

38. INDEPENDENT DIRECTORS MEETING

As per Schedule IV of the Companies Act, 2013, Secretarial Standards-1 (‘SS-1’) read with the Guidance Note on SS-1 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the meeting of the Independent Directors was held on May 4, 2017.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

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

Information as per section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure F to this Report.

41. RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee comprising of Mr. S. N. Subrahmanyan, Mr. Sanjay Jalona, Mr. Aftab Zaid Ullah and Mr. Ashok Kumar Sonthalia as members. Mr. S. N. Subrahmanyan is the Chairperson of the Committee.

The Company has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework.

A detailed note on risk management is given in and under separate section of this Annual Report.

42. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

43. ACKNOWLEDGEMENTS

The Directors thank the Company’s customers, vendors, banks, financial and academic institutions, employees, regulatory authorities, stock exchanges & all other stakeholders for their continued co-operation & support to the Company. The Directors also acknowledge the support and co-operation from the Government of India and overseas, its agencies and other regulatory authorities.

For and on behalf of the Board

Sanjay Jalona Aftab Zaid Ullah

Chief Executive Officer & Chief Operating Officer &

Place: Mumbai Managing Director Whole-time Director

Date: May 4, 2017 (DIN: 07256786) (DIN: 05165334)